The Directors have pleasure in presenting the FORTY SECOND ANNUAL
REPORT of the Company with the Audited Statement of Accounts for the
year ended March 31, 2012.
Gross Profit 2350.26 2292.96
Deduction there from:
Interest 560.00 871.35
Depreciation 159.24 142.14
Profit before prior period
adjustment 1631.02 1279.46
Prior Period adjustment (0.02) (2.38)
Profit before taxation and
exceptional items 1631.03 1281.85
Provision for Taxation
Current Tax 415.00 393.00
Provision for Deferred Tax 22.96 (3.32)
Profit after taxation before
exceptional items 1193.07 892.17
Income tax/FBT for earlier years 8.37 (0.16)
Profit after taxation 1184.70 892.33
Surplus b/f from last year 1302.96 1383.18
Dividend distribution tax for
earlier year written back 48.17 24.54
Net Profit available for
appropriations 2535.83 2300.05
Proposed Dividend for
Equity Shares 451.20 369.17
Tax on Proposed Dividend 73.19 59.89
Proposed Dividend for
Preference Shares 109.00 58.53
Tax on above proposed Dividend 17.68 9.50
Transfer to General Reserve 500.00 500.00
Balance carried to Balance Sheet 1384.75 1302.96
Your Directors have recommend a Dividend of Rs.0.44/- per equity share
for the year ended March 31, 2012 which if approved at the ensuing
Annual General Meeting will be paid to i) all the members whose names
appear in the Register of Members as on 25th August, 2012 and ii) all
those members whose names appears as beneficial owners in the details
furnished by National Securities Depository Ltd. and Central
Depository Services Ltd. as on close of business hours on 13th August,
The directors have recommended Dividend on Preference Shares @ Rs. 1/-
per share. The total outgo for dividend is Rs. 6.51 crores
FINANCIAL PERFORMANCE: Standalone
The sales and other income for the year under review were Rs 74.34
crores as against Rs 71.69 crores in the previous financial year. The
net profit for the year under review is Rs. 11.84 crores as against Rs.
8.92 crores in the previous financial year.
The consolidated revenue for the year under review was Rs. 1007.19
Crores as against Rs. 867.71 Crores in the previous financial year.
The net Profit for the year under review is Rs. 38.58 Crores.
Shinrai Auto Services Ltd (100%), Oricon Properties Pvt Ltd (100%) and
United Shippers Limited (50.19%) are the existing subsidiary companies.
The Ministry of Corporate Affairs Government of India vide General
circular No. 21 2011 dated 8th February, 2011 has directed that
Provision of Section 212 of the Companies Act, 1956 has shall not apply
in relation to the Subsidiary of those Companies which fulfill the
criteria stipulated in the aforesaid circular.
Therefore Board of Directors in their meeting held on Wednesday 30th
May, 2012 given consent for not attaching Annual Report and other
particulars of the subsidiary companies with this Annual Report.
Further in line with the Listing Agreement and in accordance with
Accounting Standard 21 (AS- 21), consolidated Financial Statement
prepared by the Company includes financial information of its
The company will provide the copy Annual report and other document of
its subsidiary companies on the request made by any member, investor of
the Company/Subsidiary Companies. The annual accounts of the Subsidiary
Companies have been kept for inspection by any Shareholder at the
registered office of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements pursuant to the listing agreement
entered into with Bombay Stock Exchange Ltd. and prepared in accordance
with the Accounting Standards prescribed by the Institute of Chartered
Accountants of India, in this regard are attached hereto.
Your Company was accepting Fixed Deposits from public and shareholders
and acceptance of such fixed deposits has been discontinued from the
financial year 2009-2010.AII the deposits which matured during the year
under the review were repaid, except 12 deposits amounting to Rs.
3,18,000 which remained unclaimed as at March 31,2012 and remains
unclaimed on date of this report. Necessary letters to the depositors
have been sent.
DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors of the Company Confirms:
(I) that in the preparation of the accounts for the year ended 31st
March 2012 the applicable accounting standards have been followed.
(II) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 the year under review.
(III) 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 safeguard of the assets of
the Company and for preventing and detecting fraud and other
(IV) that the directors have prepared the accounts for the year ended
31st March 2012 on a ''going concern'' basis.
Working capital facilities of the Company have been awarded BBB- /
Stable rating by CRISIL which represent positive capacity for timely
payment of short term debt obligations.
CASH FLOW STATEMENT:
In conformity with the provisions of Clause 32 of the Listing Agreement
the Cash Flow Statement for the year ended 31st March 2012 is included
in this annual report.
Your Company is listed with the Bombay Stock Exchange Ltd. at
P.J.Towers, Dalai Street, Mumbai - 400 001. The Listing Fee for the
year 2012 - 2013 has been paid by the Company within the time
prescribed by the Stock Exchange.
INDUSTRIAL RELATIONS AND PERSONNEL
Your Company continued to enjoy warm and healthy relations with its
employees at all locations. Your Directors take this opportunity to
record their appreciation for the outstanding contribution made by the
employees at all levels.
PARTICULARS OF EMPLOYEES
As none of the employees was paid remuneration exceeding the limit
prescribed under Section 217 (2A) of the Companies Act, 1956, hence
particulars as required under Section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975
need not to be given.
Pursuant to Clause 49 of the Listing Agreement entered into with Bombay
Stock Exchange Ltd, a Report on Corporate Governance together with a
certificate obtained from the Statutory Auditors confirming compliance
is given in Annexure I.
A report in the form of Management Discussion and Analysis Report is
annexed hereto as Annexure II and forms part of this report.
DISCLOSURE OF PARTICULARS
Informations as per the Companies(Disclosure of particulars in the
report of Board of Directors) Rules 1988, relating to Conservation of
Energy .Technology Absorption, Foreign Exchange Earnings and Outgo are
given in Annexure- III forming part of this Report.
Shri Susheel G Somani ,Shri B K Toshniwal and Shri Sanjay Dosi,
Directors of the Company retire by rotation at the forthcoming Annual
General Meeting and being eligible offer themselves for reappointment
as Director liable to retire by rotation.
The Auditors, M/s. Khandelwal Jain & Co., Chartered Accountants hold
office until the conclusion of the forthcoming Annual General Meeting
and are recommended for reappointment. Certificate from the Auditors
has been received to the effect that their reappointment, if made,
would be within the limits prescribed under section 224(1 B) of the
Companies Act 1956.
The Board of Directors thanks the Financial Institutions, Bankers and
all the Stakeholders, for their continued co-operation and support to
For & on behalf of the Board
S J Taparia Chairman
B K Toshniwal Director
Sanjay Dosi Director
Rajendra Somani Managing Director
May 30, 2012