The Directors are pleased to present the Thirty Seventh Annual Report
alongwith the audited accounts of the Company for the year ended 31 st
(Rs. in lacs)
FINANCIAL RESULTS: 2005-2006 2004-2005
Sales and other Income 3346.70 3652.53
Operating Profit before Interest &
Depreciation 488.78 456.66
Cost of Finance 31.76 46.75
Depreciation 67.76 70.17
Profit before tax 389.26 339.74
Add: Previous year adjustments 1.12 5.09
Less/(Add) Provision for:
Income Tax 139.15 132.86
Fringe Benefit Tax 7.71 -
Wealth Tax 2.22 2.18
Deferred tax (income)/expenditure (11.52) (3.16)
Profit after tax 252.82 212.95
Add: Balance of Profit brought forward 648.89 634.89
Transfer to Capital Redemption Reserve 11.20 60.41
Transfer to General Reserve 24.00 -
Premium paid on Buy back of Equity Shares 29.11 102.69
Proposed Dividend 29.76 31.44
Tax on Proposed Dividend 4.17 4.41
Balance carried to Balance Sheet 803.47 648.89
The Directors are pleased to recommend a dividend of 15 % (Rs. 15/- per
equity share of Rs. 100/- each) on the paid up equity share capital of
REVIEW OF OPERATIONS AND FUTURE PROSPECTS:
During the year under review, your Company has achieved a turnover of
Rs. 3265.34 Lacs as compared to Rs. 3582.58 Lacs in the previous year.
The profit after tax has increased to Rs. 252.82 Lacs from Rs. 212.95
Lacs in the previous year. The profit is increased mainly on account of
better per unit realization from sales, reduction in overhead
expenditure, interest costs and reduction in rate of VAT.
The market order conditions are encouraging and your Directors expect
to achieve improved turnover in the current year. Your Directors are
hopeful that in spite of highly competitive market conditions, your
Company will be able to secure a sizeable share of business in the
market for both reinforced and unreinforced products.
The members are aware of the alteration made to the Objects Clause of
Memorandum of Association of the Company in order to enable it to carry
on the business of shipping. Your Directors are pleased to inform you
that the construction of commercial complex at Pune is in advanced
stage and your Directors are hopeful to complete the same before the
end of current Financial Year.
BUYBACK OF SHARES:
During the year under review, the Company has effected buyback of
11,196 Equity Shares of Rs. 100/- each at a price of Rs.360/- per share
after complying with the applicable provisions of the Companies Act,
1956, and the rules framed there under. The total outflow on account of
this buyback was Rs.40.31 Lacs. Consequent to buyback, the paid up
share capital of the Company is reduced from Rs.209.59 Lacs to Rs.
SCHEME OF ARRANGEMENT WITHTHE SHAREHOLDERS:
The Company has proposed a Scheme of Arrangement under Sections 391 to
394 read with Sections 100 to 103 of the Companies Act, 1956, for
purchase and cancellation of upto 1368 Equity Shares (representing
0.69% of the paid up Equity Share Capital of the Company) which are
held by shareholders other than Promoter shareholders, holding upto 50
equity shares each in the capital of the Company (eligible
shareholders). The said scheme is subject to the approval of the
eligible and other shareholders of the Company and further subject to
the approval of the High Court of Judicature at Bombay.
Mr. B. G. Deshmukh, IAS (Retd.) and Mr. V. R. Manohar retire by
rotation at the ensuing Annual General Meeting and being eligible have
offered themselves for re-appointment.
M/s Bhide & Shah, Chartered Accountants, retire at the ensuing Annual
General Meeting and are eligible for re-appointment. The Members are
requested to appoint auditors for the current year and to fix their
PATICULARS OF EMPLOYEES:
The information required under Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
is given in Annexure B which forms part of this Report.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of
Directors confirm that:
a) In the preparation of the annual accounts, the applicable accounting
standards have been followed and there was no material departure from
the accounting standards.
b) Accounting policies have been selected and applied consistently and
judgments and estimates made are reasonable and prudent so as to give a
true and fair view of the state of affairs of the company as on 31st
March 2006 and of the profit of the Company for the year ended on that
c) Proper and sufficient care has been taken 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, and
d) The annual accounts have been prepared on a going concern basis.
The relations with the employees continue to be cordial and harmonious
and your Directors place on record their sincere appreciation of
efforts made by all the employees towards the growth of the
Your Directors place on record their grateful thanks to various
Government Departments, Semi-Government Agencies, various customers
from Private and Public Sector and our Agents and Dealers for extending
their support to your Company.
Your Directors also thank Central Bank of India, UTI Bank Ltd., and
other Financial Institutions and also various clients for their
continued support and interest in the Company.
FOR AND ON BEHALF OF THE BAORD OF DIRECTORS
Place : Pune B.G. DESHMUKH
Date : 5th September, 2006 CHAIRMAN