The Directors present the TWENTY FIFTH ANNUAL REPORT together with the
Audited Statement of Accounts for the Financial Year 2012-13 ended 31st
(Rs. in lacs)
1. FINANCIAL RESULTS :
Particulars 2012-13 2011-12
Profit before Interest, Depreciation &
Taxation 102.67 81.24
Less : Interest 55.63 45.99
Profit Before Depreciation & Taxation 47.04 35.25
Less : Depreciation 41.13 32.02
Profit before tax 5.91 3.23
Less : Provision for Taxtion 1.10 0.97
Profit after Tax 4.81 2.26
Add : Opening Balance of Profit & Loss Account 82.03 79.77
Balance carried to Balance Sheet 86.84 82.03
2. DIVIDEND :
In view of insufficient profits and with a view to conserve the
resources for the working capital requirement, the Directors are unable
to recommend any dividend on the Equity Shares for the year under
3. OPERATIONS :
The Sales and Operating Income of the Company during the year under
review have been increased to Rs. 1300 lacs compared to Rs. 1149 lacs
during 2011-12. The Company has commenced vigorous efforts to increase
sales in domestic as well as export markets. The management is hopeful
of better results in the year 2013 14.
The Company earned Profit before Interest and Depreciation of Rs.102.67
lacs during the year under review compared to Rs. 81.24 lacs during
2011-12. The Profit before Depreciation & Taxation for the year was Rs.
47.04 lacs during the year under review compared to Rs. 35.25 lacs
during 2011-12. The Net Profit during the year under review was Rs.
4.81 lacs compared to Net Profit of Rs. 2.26 lacs during 2011-12.
4. RESEARCH & DEVLELOPMENT :
The Quality Control and R & D Department of your Company has shown
satisfactory performance during the year under review.
5. DIRECTORS :
5.1 One of your Director viz. Dr. S. L. Chopra retire by rotation in
terms of the Articles of Association of the Company. He, however, being
eligible offers himself for reappointment.
5.2 The Board of Directors in their meeting held on 16th July, 2013 had
appointed Dr. Atul N. Parikh and Mr. Haresh S. Parikh as Directors of
5.3 One of the Director viz. Mr. Ram K. Khadka resigned from the
Directorship of the Company w.e.f. 16th July, 2013.
5.4 The Board of Directors in their meeting held on 16th July, 2013
appointed Mr. Rohan K. Laskari and Mr. Sohan K. Laskari as Executive
Directors of the Company for a period of 5 years w.e.f. 1st August,
The Company is enjoying working capital facilities and term loan from
Bank of Baroda. The Company is regular and payment of interest as well
7. REMUNERATION COMMITTEE:
The Board of Directors have reconstituted Remuneration Committee
consisting of the following:
1. Dr. S. L. Chopra Chairman
2. Dr. Mahendra P. Shah Member
3. Dr. Atul N. Parikh Member.
8. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 217 (2AA) of the Companies Act,
1956, with respect to Directors'' Responsibility Statement, it is hereby
(i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with 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 are
reasonable and prudent, so as to give a true and fair view of the state
of affairs of the Company at 31st March, 2013 being end of the
Financial Year 2012- 13 and the Profits of the Company for the year;
(iii) that the Directors had taken proper and sufficient care 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
(iv) that the Directors had prepared the annual accounts on a going
9. DEMATERIALISATION OF EQUITY SHARES :
The Company is in the process of making arrangement with both National
Securities Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSL).
10. PERSONNEL AND H. R. D. :
The industrial relations continued to remain cordial and peaceful and
your Company continued to give ever-increasing importance to training
at all levels and other aspects of H. R. D.
11. CORPORATE GOVERNANCE :
The Report on Corporate Governance as per Clause 49 of the Listing
Agreement is annexed.
12. LISTING :
The Equity Shares of the Company are listed on Ahmedabad, Mumbai and
Delhi Stock Exchanges.
13. GENERAL :
13.1 INSURANCE :
The Company''s properties including building, plant and machinery,
stocks, stores etc. continue to be adequately insured against risks
such as fire, riot, strike, civil commotion, malicious damages,
machinery breakdown etc.
The present Auditors of the Company M/s. Deepak Soni & Associates,
Chartered Accountants, Ahmedabad will retire at the ensuing Annual
General Meeting. They have submitted certificate for their eligibility
for re appointment under Section 224(1-B) of the Companies Act, 1956.
The notes and remarks of Auditors have been explained at the
appropriate places in the notes to the accounts.
13.3 PARTICULARS OF EMPLOYEES:
None of the employees of the Company is drawing remuneration-requiring
disclosure of information under Section 217(2-A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975.
At the end of the Financial Year under Report, no fixed deposit
remained unclaimed by the deposit holder, which was due for repayment.
14. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS
IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:
A. Conservation of energy :
a) Energy conservation measures taken Nil
b) Proposals for reduction of consumption of energy Nil
c) Impact of the above measures Nil
B. Technology Absorption : Not applicable.
15. ACKNOWLEDGMENT :
Your Directors express their sincere thanks and appreciation to
Promoters, Shareholders, Suppliers and Customers for their constant
support and co operation.
Your Directors also place on record their grateful appreciation and co
operation received from Bank of Baroda and employees of the Company.
For and on behalf of the Board,
Place : Ahmedabad Kamlesh J. Laskari
Date :16th July, 2013 Chairman & Managing Director