The Directors are pleased to present 25* Annual Report of your Company
together with the Audited Annual Accounts for the financial year ended
31st March, 2012.
(Amount in Rs. Lacs )
Particulars Financial Year ended
2012 31st March,
Total Income 7878.73 267613
Total Expenditure 780181 2687.01
Profit before tax 76.91 (10.88)
Less : Provision for tax
income Tax 34.70 Nil
Tax related to earlier years (0.89) 0.94
Deferred Tax (13.66) (1.25)
Profit after tax 56.76 (10.57)
Transfer to General Reserve Nil Nil
Paid-up Share Capital 264 12000
Reserves and Surplus 89162 985.09
(excluding revaluation reserve)
Dividend Per Share (in Rs) Nil Nil
Year in Retrospect between the end of the financial year of the
During the year under review, total income of the Company-31s'' March,
2012 and the date of this Company was Rs. 7878.73 lac as against Rs.
2676.13 Report. lac in the previous year. The Company has earned a
profitofRs.56.76JacagainstalossofRs. 10.57lacin Dividend the previous
year. The increase in income was due to the Amalgamation of Pee Cee
Soap and Chemicals The Board of Directors of your Company has Pvt Ltd
(with Doctor Brand, Soap Business and other decided to retain and
plough back the profits into the residual business) with Pee Cee Cosma
Sope Ltd. business of the Company, thus no dividend is being Your
Directors are putting in their best efforts to recommended for this
year. improve the performance of the Company. Public Deposits
Material Changes after the date of Balance Sheet: During the year under
report, your Company did not accept any deposits from the public in
terms of the Save as mentioned elsewhere in this Report, no provisions
of section 58A of the Companies Act, material changes and commitments
affecting the 1956. financial position of the Company have occurred
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo Conservation of Energy & Technology Absorption:
Information as required under 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, regarding conservation of energy,
technology absorption and foreign exchange earnings and outgo, is given
in AnnexureA, forming part of this report.
a. Export Activities: There was no export activity in the Company
during the year under review. The Company is not planning any export in
the near future as well.
b. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange
earnings and outgo during the year under review.
Particulars of Employees
During the financial year under review, none of the Company''s employees
was in receipt of remuneration as prescribed under section 217(2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, and hence no particulars are required to be
disclosed in this Report.
After the last Annual General Meeting, Mr Pramod Kumar Jain was
re-appointed as Managing Director of the Company w.e.f. 16 May, 2012.
The Board recommends the resolution for approval of the members.
In accordance with the provisions of the Companies Act, 1956 and the
Company''s Articles of Association, Mr Mahendra Kumar Jain is liable to
retire by rotation and being eligible offer hknself for re-appointment.
Directors recommend his re-appointment.
Committees of the Board
The Remuneration Committee comprises of the following members:
- Nemi Chandra Jain - Chairman
- Anil Gupta - Member
- Amar Singh Rajput - Member
Share Transfer Committee
The Share Transfer Committee comprises of the following members:
- Mahendra Kumar Jain - Chairman
- Ashok Kumar Jain - Member
- Nemi Chandra Jain - Member
M/s Doogar & Associates, Chartered Accountants, Statutory Auditors of
the Company hold office until the conclusion of the ensuing Annual
General Meeting and being eligible offer themselves for re-
appointment. Acertificate undersection 224(1)ofthe Companies Act, 1956
regarding their eligibility for the proposed re-appointment has been
obtained from them. Your Directors recommend their re- appointment.
Comments made by the Statutory Auditors in the Auditors'' Report are
self-explanatory and do not require any further clarification.
In terms of the provisions of section 383A of the Companies Act, 1956
read with the Companies (Compliance Certificate) Rules, 2001 and
Notification issued by Ministry of Corporate Affairs, the company is
not require to take Compliance Certificate u/s 383A of the Companies
Act, 1956 as the company has a Whole Time Company Secretary.
Directors'' Responsibility Statement
In terms of the provisions of section 217(2AA) of the Companies Act,
1956, and to the best of their knowledge and belief and according to
the information and explanations obtained by them and save as mentioned
elsewhere in this Report, the attached Annual Accounts and the
Auditors'' Report thereon, your Directors confirm that:
a. in preparation of the annual accounts, the applicable accounting
standards have been followed;
b. the Directors have 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 as at 31 March, 2012 and of the profit of the Company
for the year ended on that date;
c. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
d. the Directors have prepared the Annua! Accounts on a going concern
Stock Exchange Listing
The Equity Shares of the Company are listed at the Bombay Stock
Exchange Limited, Mumbai and The Uttar Pradesh Stock Exchange Ltd,
Kanpur. The Company has already paid listing fees for the financial
year 2012-13 to these Stock Exchanges,
Presently, Clause 49 of the Listing Agreement relating to the Corporate
Governance is not applicable to the Company during the financial year
under review. However, the Company observes good corporate practices
to enhance the stakeholders'' value.
Your Directors take this opportunity to place en record their sincere
appreciation for the co-operation and assistance the Company has
received from Banks and various Government Departments. Tho Board also
places on record its appreciation of She devoted services of the
employees: support and co- operation extended by the valuud business
associates and the continuous patronage of the customers of the
FOR AND ON BEHALF OF THE BOARD
FOR PEE CEE COSMA SOPE LTD.
DATFD: 28TH AUGUST, 2012