The Directors present the 39th Annual Report on the working of the
Company with the Audited Accounts for the year ended on 31st March,
1. Financial Results:
Particulars Year ended Year ended
on 31st March, on 31st March,
Profit for the year before Interest,
Depreciation and Tax 6,09,33,331 6,79,75,461
Deducting there from:
Interest 31,14,451 44,63,590
Depreciation 1,65,20,227 1,55,55,533
Profit for the year before Taxes 4,12,98,653 4,83,17,148
Less: Provision for Deferred Tax
Liabilities / (Asset) (4,39,259) (3,08,534)
Less: Provision for Income Tax 88,50,000 1,16,20,000
Less: Excess Provision for earlier years (15,86,727) -
Profit after Taxes 3,44,74,639 3,70,05,682
Add: Profit brought forward from last
Year 9,25,54,037 7,29,78,436
Balance available for appropriation 12,70,28,676 10,99,84,118
Dividend on Equity Shares 64,14,228 64,14,228
Dividend Distribution Tax on Equity
Shares 10,40,548 10,40,548
Reversal of provision of Corporate
Dividend Tax - (24,695)
Transfer to General Reserve 1,00,00,000 1,00,00,000
Surplus carried to Balance Sheet 10,95,73,900 9,25,54,037
Your Directors recommended dividend of Rs 2/- per share, i.e., 20 per
cent (Previous Year Rs 2/- per share) on the equity shares of Rs 10/-
each for the year ended on 31st March, 2012.
The profit before interest, depreciation and tax was Rs 609.33 Lacs for
the year under review as compared to Rs 679.75 Lacs for the previous
year. The Company made a net profit ofRs 344.75 Lacs for the year under
review as compared to net profit of Rs 370.05 Lacs for the previous
year. The Company''s Gross Sales including export incentives were Rs
3479.99 Lacs for the year under review as compared to Rs 3109.17 Lacs
for the previous year.
3. Management Discussion and Analysis:
Management Discussion and Analysis as required under the Listing
Agreement with the Stock Exchange is enclosed as Annexure-I to this
4. Corporate Governance:
Your Company complies with the provisions of Corporate Governance as
envisaged in the Listing Agreement. A separate report on Corporate
Governance is attached as a part of the Annual Report, along with the
Auditor''s Certificate on the compliance.
5. Research & Development:
Research and Development is carried out for improvements in quality,
cost and quantity of the products currently manufactured. The Company
is also exploring opportunities to develop and introduce new products
through Research and Development activities.
6. Safety, Health & Environment:
The Company continues to maintain and improvise upon the high standards
of safety at the manufacturing site. It is ensured that all safety
rules and statutory requirements are complied during production,
storage, handling and transportation of products to prevent any
accident. Mock-drills of on-site emergency plans are carried out
periodically. The Company maintained emission within the specified
limits of standard. The preservation of Environment and Pollution
Control are among the top priorities of your Company.
7. Fixed Deposits:
The Company has not accepted fixed deposits during the year. There are
no fixed deposits outstanding as at 31st March, 2012.
8. Particulars of employees:
During the period under review, there is no employee in respect of whom
information as per Section 217(2A) of the Companies Act, 1956, read
with Companies (Particulars of Employees) Rules 1975, is required to be
given in this Directors'' Report.
9. Energy, Technology and Foreign Exchange:
Information pursuant to Section 217(1)(e) of the Companies Act, 1956,
read with the Companies (Disclosure of particulars in the report of the
Board of Directors) Rules, 1988, is given in the Annexure-II hereto and
forms part of this Report.
As per the provisions of the Companies Act, 1956, Mrs. M. C. Amin and
Mr. U. C. Amin, Directors of the Company, retire by rotation and are
eligible for re-appointment.
The Board has appointed Mr. V. H. Gandhi as Additional Director w.e.f.
18.10.2011. As per section 260 of the Companies Act, 1956, he holds
office upto the date of this Annual General Meeting. The Company has
received notice under section 257 of the Act proposing his appointment
as director liable to retire by rotation. Your directors recommend the
resolution for regularization of the appointment of Mr. V. H. Gandhi
for your approval.
M/s. J.R.S. Patel & Co., Chartered Accountants, Statutory Auditors
(Firm Regn. No. 107709W) will retire at the conclusion of the ensuing
Annual General Meeting and are eligible for re-appointment as Auditors.
Members are requested to re-appoint them and fix their remuneration.
12. Cost Auditor:
The Board of Directors have appointed Mr. H. R. Kapadia, Cost
Accountant, Vadodara as Cost Auditor of the Company for conducting
audit of the cost accounts maintained by the Company for the year
13. Directors'' Responsibility Statement:
In terms of the provisions of Companies Act, 1956, the Directors state
i) In preparation of the Annual Accounts for the year, the applicable
Accounting Standards have been followed.
ii) Accounting policies as listed in Note AA to the financial
statements have been selected and consistently applied and reasonable
and prudent judgments have been made so as to give true and fair view
of the state of affairs of the Company as on 31st March, 2012 and
profit of the Company for the accounting year ended on that date.
iii) Proper and sufficient care for maintenance of adequate accounting
records has been taken in accordance with the provisions of the Act so
as to safeguard the assets of the Company and to prevent and detect
fraud and other irregularities.
iv) The Annual Accounts have been prepared on going concern basis.
Your Directors wish to place on record their sincere appreciation for
the support received from the Company''s employees, Bankers, Government
Authorities, Valuable Customers, Vendors and the Shareholders.
Registered office: By Order of the Board
Vadodara - 390 003. Chirayu R. Amin
Date: 8th May, 2012 Chairman