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Sandesh Directors Report, Sandesh Reports by Directors
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Sandesh
BSE: 526725|NSE: SANDESH|ISIN: INE583B01015|SECTOR: Printing & Stationery
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« Mar 10
Directors Report Year End : Mar '11
The Directors have pleasure in presenting the 68th Annual Report and
 the Audited Accounts for the financial year ended March 31, 2011.  
 
 1.  FINANCIAL RESULTS                             (Rs. in Lacs)
 
 Particulars                             2010-11           2009-10
 
 Gross Profit of the Company before 
 providing for                             7,625.23            6,714.84
 
 Less :
 
 Depreciation                     692.76              542.26
 
 Taxation                       1,866.16            1,863.58
 
 Managing Director Remuneration   675.87              605.77
 
                                           3,234.79            3,011.61
 
 Net Profit                                4,390.44            3,703.23
 
 Add: Last years carried 
 forward balance                           1,133.92            1,230.06
 
                                           5,524.36             4933.29
 
 APPROPRIATIONS:-
 
 Proposed Dividend                           341.18              255.88
 
 Tax on Dividend                              56.66               43.49
 
 Transfer to General Reserve                   4000                3500
 
 Balance carried to Balance Sheet          1,126.52            1,133.92
 
                                           5,524.36            4,933.29
 
 DIVIDEND :
 
 @ 40 % on 8529421 equity shares 
 of Rs.10/- each                             341.18               --
 
 @ 30 % on 8529421 equity shares 
 of RS.10/- each                              --                 255.88
 
 Note: Previous years figures are recast/rearranged, wherever
 necessary.
 
 2.  REVIEW OF OPERATION
 
 There is an increase in net advertisement revenue by 27% and net
 revenue of the circulation has also increase by 4.50% compared to the
 previous Financial Year. The income for the operations was Rs.
 23,333.79 Lacs compared to the income for the operations of Rs.
 22,541.58 Lacs of the previous year.
 
 3.  MODERNIZATION SCHEME
 
 The Company has invested Rs. 837.74 Lacs in modernization of plant &
 machineries & buildings.
 
 4.  DIVIDEND
 
 Your Directors are pleased to recommend dividend of 40% (Rs. 4.00 per
 equity share of Rs. 10/- each), for the Financial Year ended March 31,
 2011 (In previous Financial Year, dividend was declared @ 30% i.e. Rs.
 3.00 per equity share). The proposed Dividend payment would entail an
 outflow of Rs. 397.84 Lacs including Dividend Tax.
 
 5.  AUDIT COMMITTEE
 
 The audit Committee constituted in accordance with Clause-49 of the
 Listing Agreement, reviewed the internal control system, scope of
 internal audit and compliance of related regulations. The Audit
 Committee also reviewed at length and approved the Financial Statements
 before the same were considered by the Board of Directors of the
 Company.
 
 6.  INVESTMENTS
 
 The aggregate investments including the investments made in the
 securities of Applewoods Estate Pvt. Ltd. amounting to Rs.8211.25 Lacs,
 total investments Rs. 8482.68 Lacs as on March 31, 2011 as compared to
 investments of Rs. 765.04 Lacs in the previous year.
 
 7.  BORROWING
 
 The Company has been using its internal cash generations to invest in
 the businesses of the Company. The Company has availed the cash credit
 facilities to meet its day-to-day working capital requirements from its
 Banker during the Financial Year under review and its outstanding
 balance is Rs. 783.44 Lacs as on March 31, 2011. In addition to this
 Company has an outstandings short term loan of Rs. 1,146.36 lacs
 against fixed deposits as on March 31, 2011.
 
 8.  HUMAN RESOURCE INITIATIVES AND INDUSTRIAL RELATIONS
 
 The Company has implemented a new Performance Management system for all
 the employees. The new system enables a holistic approach to the issue
 of managing performance and does not limit to only an appraisal. It
 starts from defining the complete job profile, performance planning and
 Goal-setting and takes it forward into performance review discussions,
 feedback and development.  The new system is business-linked, highly
 objective and fully transparent. During the Financial year, the
 industrial relations between the employees and management were calm and
 composed.
 
 9.  REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND
 ANALYSIS
 
 As required under the Listing Agreement with the Stock Exchanges, the
 reports on Corporate Governance as well as Management Discussion and
 Analysis are attached and forms part of the Directors Report. A
 Certificate from the Statutory Auditors of the Company regarding
 compliance of conditions of the Corporate Governance as stipulated
 under Clause-49 of the Listing Agreement is annexed to the report on
 Corporate Governance.
 
 10.  PARTICULARS OF EMPLOYEES
 
 In terms of provisions of Section 217 (2A) of the Companies Act, 1956,
 read with the Companies (Particulars of Employees) Rules, 1975, the
 names and other particulars of employees are set out in the Annexure to
 the Directors Report. However, having regard to the provisions of
 Section 219 (1)(b)(iv) of the Companies Act, 1956, the Annual Report
 excluding the aforesaid information is being sent to all the members of
 the Company and others entitled thereto. Any member interested in
 obtaining such particulars may write to the Company Secretary at the
 Registered Office of the Company.
 
 11.  CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
 ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 Additional information on conservation of energy, technology
 absorption, foreign exchange earnings and outgo as required to be
 disclosed in terms of 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 is annexed hereto as Annexure A and forms part
 of this Report.
 
 12.  PUBLIC DEPOSITS:
 
 Your Company has not accepted or invited any deposits from public
 within the meaning of Section 58-A of the Companies Act, 1956, during
 the year under review.
 
 13.  INSURANCE
 
 All the properties and insurable interest of the Company, including
 building, plant and machinery and stocks are adequately insured.
 
 14.  DIRECTORS
 
 The Board inducted Shri Jitendra N. Bhatt and Smt. Pannaben Patel to
 the Board. We seek your support in confirming their appointment as
 Director liable to retire by rotation.
 
 During the year under review, Shri Sudhir Nanavati & Shri Ravindra
 Dhariwal, Directors of the Company retire by rotation, and being
 eligible offer themselves for re-appointment.
 
 During the current financial year 2011-12, the term of Shri Falgunbhai
 Patel, as the Managing Director of the company will expire on March 31,
 2012 and he will be re-appointed for a further period of 5 years from
 April 01, 2012 to March 31, 2017, subject to approval of the
 shareholders in the ensuing Annual General Meeting of the Company.
 
 15.  DIRECTORS RESPONSIBILITY STATEMENT
 
 As required under the provisions of Section 217 (2AA) of the Companies
 Act, 1956, your Directors Report that:
 
 a) In the preparation of the Annual Accounts, the applicable Accounting
 Standards have been followed along with proper explanations relating to
 material departures;
 
 b) 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 as at the end of the Financial Year and of the profit of
 the Company for the year under review;
 
 c) The Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of Companies Act, 1956 for safeguarding the assets of the
 Company and for preventing and detecting fraud and other
 irregularities; &
 
 d) The Directors have prepared the Annual Accounts on a going concern
 basis.
 
 16.  AUDITORS
 
 The Statutory Auditors, M/s. Manubhai & Co., Chartered Accountants,
 Ahmedabad, retire at the ensuing Annual General Meeting and have
 confirmed their eligibility and willingness to accept office, if
 re-appointed. The Notes on accounts and observations of the Auditors in
 their report on the Accounts of the Company are self-explanatory and
 therefore, in the opinion of Directors, do not call for any further
 explanation.
 
 17.  APPRECIATION
 
 The Directors wish to place on record their appreciation of the devoted
 services of the workers, staff and the officers who have largely
 contributed to the efficient management of the Company.
 
 18.  DONATION
 
 During the year under review, the Company has made donation of Rs.
 33.02 Lacs for charitable and other purpose.
 
 19.  ACKNOWLEDGEMENTS
 
 Your Company continues to occupy a place of respect amongst
 stakeholders, most of all our valuable readers. Your Directors would
 like to express their sincere appreciation for assistance and
 co-operation received from advertising agents, selling agents, vendors
 and stakeholders including banks, Central & State Government
 authorities, other business associates, who have extended their
 valuable sustained support and encouragement during the year under
 review. Your Directors take this opportunity to place on record their
 gratitude and appreciation for the committed services of the employees
 at all levels of the Company.
 
                                 By Order of the Board of Directors,
 
 Date : May 19, 2011                               FALGUNBHAI PATEL
 
 Place: Ahmedabad                      Chairman & Managing Director
 
 
 
 
Source : Dion Global Solutions Limited
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