Dear Shareowners,
The Directors have pleasure in presenting their Twenty-Fifth Annual
Report along with the Audited Statement of Accounts of the Company for
the year ended 31st March, 2011.
(1) FINANCIAL RESULTS:
(Rs. In Lac)
Particulars Current Year Previous Year
(a) Profit before Interest, Depreciation
and Tax 13229 11615
(b) Less : Interest 294 187
(c) Profit before Depreciation and Tax 12935 11428
(d) Less : Depreciation 1144 1164
(e) Profit Before Tax 11791 10264
(f) Less : (i) Provision for Tax 3940 3554
(ii) Provision for deferred Tax 100 (48)
(iii) (Add) / Less : Provision of Tax for
earlier years (4) (40)
(g) Profit After Tax 7755 6798
(h) Balance brought forward from last year 16279 13268
(i) Profit available for Appropriation 24034 20066
APPROPRIATIONS :
(a) Interim Dividend 1429 2382
(b) Final Dividend 1906 -
(c) Corporate Tax on Dividend 547 405
(d) General Reserve 1000 1000
(e) Balance Carried to Balance Sheet 19152 16279
24034 20066
(2) DIVIDEND :
Your Directors are pleased to recommend a final dividend of Rs. 0.80 ps
(40%) per share for the Financial Year 2010-2011. The Company had
declared and paid interim dividend of Rs. 0.60 ps (30%) per share during
the year under review. The interim dividend so paid alongwith final
dividend, if declared, work out to above 50% (including dividend
distribution tax) as against your Company''s policy of distribution of
minimum of 25% of its net profit.
(3) OPERATIONS :
(i) Sales and Income from the operations of the Company increased
from Rs. 52221 Lac to Rs. 54850 Lac.
(ii) Profit before depreciation and income tax for the year under
review stood at Rs. 12935 Lac as against Rs. 11428 Lac in the previous
year.
(iii) After providing Rs. 1144 Lac for depreciation and Rs. 4036 Lac for
income tax, deferred tax and earlier year provisions, profit after tax
stood at Rs. 7755 Lac as against Rs. 6798 Lac achieved in the previous
year.
(4) PERFORMANCE OF DIVISIONS :
Content Division
During the year under review, the revenue from publications business
was Rs. 29930 Lac as compared to previous year revenue of Rs. 27663 Lac, a
growth of 8% on a y-o-y basis. However, with the syllabus change
continuing in the State of Maharashtra and Gujarat from Financial Year
2011-12, your Company expects good growth for publications segment over
the next few years.
Your Directors are pleased to inform you that due to the aggressive
marketing drive adopted by the Subsidiary Company, considerable
improvement is seen in the numbers of Company''s e-learning business for
FY12. Your Company has received encouraging response for its classroom
oriented e-learning modules in Gujarat and Maharashtra. As this
e-learning module is gaining acceptance from student and teacher
community in both states, your Company has accelerated its efforts on
production and marketing. During the Financial Year 2010-11, your
Company could sell its classroom teaching module to 487 institutions
and is confident of increasing this number substantially by the end of
Financial Year 2011-12 as it has completed full range of primary &
secondary state level curriculum in the State of Maharashtra and
Gujarat.
Stationery Division
During the year under review, the revenues from stationery division
grew at 2% on a y-o-y basis at Rs. 24407 Lac as compared to the previous
year revenue of Rs. 24012 Lac. This was lower than Company''s expectations
mainly on account of lower exports. However, the restructuring
initiatives taken by your Company for domestic markets have shown
encouraging results in Financial Year 2010-11 resulting in double digit
growth in domestic market. Your Directors are confident of having
promising situation with steady improvement in margins in the Financial
Year 2011-12. Exports look bleak as competition from other markets and
currency fluctuations are the main bottlenecks to offer better prices
to the customers.
Other Segments :
The revenue of Rs. 513 Lac from other segment mainly comprises of revenue
generation from windmills.
(5) DEPOSITORY SYSTEM:
As the shareholders are aware, the Company''s shares are compulsorily
tradable in electronic form. The Company''s 97.11% of the paid up
capital representing 231339599 equity shares are in dematerilized form
as on 15th July, 2011. In view of the numerous advantages offered by
the depository system, Members still holding shares in physical mode
are advised to avail of the facility of getting the physical shares
dematerialised on either of the depositories.
(6) CORPORATE GOVERNANCE :
Your Company has complied with Clause 49 of the Listing Agreement
entered with the Stock Exchanges. A report on Corporate Governance as
stipulated under Clause 49 of the Listing Agreement alongwith the
Auditor''s Certificate on compliance with the Corporate Governance forms
part of this Annual Report.
(7) MANAGEMENT DISCUSSION AND ANALYSIS :
As per Clause 49 of the Listing Agreement, Management Discussion and
Analysis report forms part of this Annual Report.
(8) SUBSIDIARY COMPANIES :
In accordance with the general circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Profit and
Loss Account and other documents of the subsidiary companies are not
attached with the Annual Accounts of the Company. The Company will make
available the Annual Accounts of its subsidiary companies and related
information to any member of the Company who may be interested in
obtaining the same. The Annual Accounts of the subsidiary companies
will also be kept open for inspection at the Registered Office of the
Company and at the head office of subsidiary companies. The Audited
Consolidated Accounts and Cash Flow Statement comprising of the Company
and its subsidiary companies forms part of this Report. The
Consolidated Accounts have been prepared in accordance with Accounting
Standards (AS-21), on Consolidated Financial Statements issued by
Institute of Chartered Accountants of India.
(9) NETWORTH AND BORROWING :
Net worth of your Company increased to Rs. 33942 Lac against Rs.30061 Lac
in the previous year. Your Company borrowed ECB of Rs.1685 Lac to fund
its windmill power project of which Rs. 1158 Lac is outstanding as at
balance sheet date which is classified as long term debt. Further,
your Company utilises the credit facilities from the banks and other
short term finances for its working capital requirements only.
(10) CRISIL RATING :
Your Company''s short term debt programme continues to be rated by
CRISIL as P1 (pronounced as P one Plus). This rating indicates very
strong degree of safety with regard to timely payment of interest and
principal on instrument.
(11) DIRECTORS :
Shri Mohinder Pal Bansal was appointed as Additional Director effective
from 14th September, 2010. In terms of Section 260 of the Companies
Act, 1956 he shall hold office upto the date of the ensuing Annual
General Meeting. The Company has received a notice in writing from a
member proposing his candidature for the office of Director, liable to
retire by rotation.
Shri Shivji K. Vikamsey, Shri Harakhchand R. Gala and Shri Kamlesh S.
Vikamsey, Directors retire by rotation and being eligible, offer
themselves for reappointment at the ensuing Annual General Meeting.
(12) CORPORATE SOCIAL RESPONSIBILITY :
Your Company continues to use eco friendly material for most of its
major products catering to environmental needs and also continues with
its corporate social responsibility initiative and donates mainly in
areas of medical aid, education and rehabilitation programmes. For the
Financial Year 2011, your Company donated Rs. 274 Lac. The management
will continue to fulfill its social responsibility on an ongoing basis
towards society in whatever best possible manner.
(13) FIXED DEPOSITS :
Your Company has not accepted any fixed deposits during the year
(14) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO :
The information as required under Section 217 (1) (e) of the Companies
Act,1956 read with the Companies (Disclosure of Particulars in the
Report of Directors) Rules, 1988 is given in Annexure''A'' forming part
of this Report.
(15) PARTICULARS OF EMPLOYEES :
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975, as amended, forms part of this Report. However, as per
the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956,
this Report and Accounts are being sent to all members of the Company
excluding the Statement of Particulars of Employees under Section
217(2A) of the Companies Act, 1956. Any Member interested in obtaining
a copy of said statement may write to Company Secretary at the
Registered Office of the Company.
(16) DIRECTORS'' RESPONSIBILITY STATEMENT :
Your Directors hereby state :
(a) that in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(b) that 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 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 that period;
(c) that 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;
(d) that the Directors have prepared the Annual Accounts on a going
concern basis.
(17) AUDITORS :
M/s.Ghalla & Bhansali, Statutory Auditors of the Company, hold office
until the conclusion of the ensuing Annual General Meeting and are
eligible for reappointment. The Company has received a letter from them
to the effect that their re-appointment, if made, would be within the
limits prescribed under Section 224(1B) of the Companies Act, 1956.
(18) GROUP :
Entities, apart from Promoters and Promoter Group companies, comprising
the ''Group'' are disclosed in the Annual Report for the purpose of SEBI
(Substantial Acquisition of Shares & Takeover) Regulations, 1997 as
amended upto date.
(19) INDUSTRIAL RELATIONS :
During the year under review, cordial and harmonious relationship
continued between the management and employees at all levels.
(20) ACKNOWLEDGEMENT :
The Directors place on record their gratitude to the Central and State
Government authorities, Bankers, Regulatory authorities and Stock
Exchanges for their assistance and co-operation extended to the Company
during the year. Further, the Directors place on record their sincere
appreciation for the valuable contribution made by all the employees in
the progress of the Company. The Directors also thank the shareholders
for their confidence in the Company.
For and on behalf of the Board of Directors
sd/-
Place : Mumbai Shivji K. Vikamsey
Date : 28th July, 2011 Chairman
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