To the Members,
The Directors submit the Annual Report of the Company along with the
audited statement of accounts for the financial year ended March 31,
2011.
Financial Results
The summary of operating results for the year and appropriation of
divisible profits is given below:
(Rs. In Lacs)
2010-2011 2009-2010
Sales and other Income 24260.73 17687.12
Interest 1239.69 869.37
Profit Before Depreciation 2011.44 1915.41
Depreciation 998.15 893.40
Profit Before Tax 1013.28 1022.01
Taxation - Current Tax 347.59 173.52
- FBT Tax - -
- Income Tax of
earlier years 2.49 17.43
- Deferred Tax
(Assets)/Liability 20.51 315.23
Profit after Tax 683.73 515.82
Prior Period Adjustment (8.94) (1.60)
Net Profit after prior period
adjustment 674.79 514.21
Balance b/f from Previous Year 2615.33 2581.98
Amount available for proposed
Appropriations: 3290.12 3096.20
Appropriations
Proposed Dividend 288.96 255.14
Provision for Tax on Dividend 47.99 43.36
Transfer to Statutory Reserves 33.74 25.71
Balance c/f to Balance Sheet 2919.43 2771.99
OPERATIONS OF THE COMPANY:
Business Performance Review
The gross sales for the period ended March 31, 2011 was Rs. 25225.60 lacs
as compared to Rs. 18432.98 lacs in the previous year registering an
increase of 36.85%. The Profit before Tax (PBT) for the period was Rs.
1013.28 as against Rs. 1022.01 lacs decrease by 0.86%. However the Profit
after Tax (PAT) i.e., distributable profit clocked an increase of
31.23% and resulted at Rs. 674.79 as against Rs. 514.21 lacs. Dividend
Your Directors recommend a dividend of 15 % i. e. Rs. 1.50 for each
Equity Shares of Rs. 10/- for the year ended March 31, 2011 subject to
the approval of shareholders at the ensuing Annual General Meeting.
Equity Share Capital
During the year, the Company allotted 22,55,000 equity shares of Rs.
10/- each to the shareholders of Suraj Limited pursuant to the Scheme
of Amalgamation as approved by the Hon''ble High Court of Gujarat on
August 5, 2010.
Change of Name
The Company has change the name of Suraj Stainless Limited to Suraj
Limited after completing necessary procedure as required under the
Companies Act, 1956. The name of Company is change to Suraj Limited w.
e. f. June, 24, 2011 as per fresh Certificate of Incorporation issued
by Registrar of Companies, Gujarat. The name of the Company has also
been change with the Bombay Stock Exchange Ltd. (BSE) w. e. f. July 27,
2011.
Listing
The equity shares of the Company are listed on the Bombay Stock
Exchange Limited and the Company has paid listing fee for F.Y. 2011-12.
Deposits
Your Company has not accepted any deposits from the public during the
year under review and hence there are no outstanding deposits as on
March 31, 2011.
Directors
In accordance with the provisions of the Companies Act, 1956, and the
Articles of Association of the Company two of your Directors, viz., Mr.
Ketan R. Shah and Mr. Dipak H. Shah retire by rotation at the ensuing
Annual General Meeting and being eligible offer themselves for
re-appointment.
Corporate Governance
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Corporate Governance report and auditors'' certificate
regarding compliance of conditions of Corporate Governance forms part
of the annual report.
Auditors
M/s. Pankaj K. Shah Associates, Chartered Accountant (firm registration
no. 107352W), who are statutory auditors of the Company, hold office in
accordance with the provisions of the Act upto the conclusion of the
forthcoming Annual General Meeting and are eligible for re-appointment.
Directors'' Responsibility Statement
Pursuant to section 217(2AA) of the Companies Act, 1956, the directors
confirm that, to the best of their knowledge and belief:
(i) in the preparation of the profit and loss account for the financial
year ended March 31, 2011 and the balance sheet as at that date
(financial statements), applicable accounting standards have been
followed;
(ii) appropriate accounting policies have been selected and applied
consistently and such judgments and estimates that are reasonable and
prudent have been made 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 that period;
(iii) proper and sufficient care has been take 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. To ensure
this, the Company has established internal control system, consistent
with its size and nature of operations. In weighing the assurance
provided by any such system of internal controls its inherent
limitations should be recognized. These systems are reviewed and
updated on an ongoing basis. Periodic internal audits are conducted to
provide reasonable assurance of compliance with these systems. The
audit committee meets at regular intervals to review the internal audit
function;
(iv) The financial statements have been prepared on a going concern
basis.
Quality Management
Quality is the most important mantra of the Company and effort is
spared to ensure best quality and after sales service to the customer.
Company has a clear strategic vision which is always in touch with the
latest advancements in technology, thereby constantly upgrading
production facilities and man-power skills. The Company also continues
to maintain the ISO 9001(2000) quality standard.
Internal Control System
Your Company has clearly laid down policies, guidelines and procedures
that form part of the internal control system which provide for
automatic checks and balances. All operating parameters are monitored
and controlled. Regular internal audit and checks ensure the
effectiveness and efficiency of these systems to ensure that all assets
are protected against loss and that the financial and operational
information is complete and accurate.
CEO and CFO Certification
Mr. Ashok T. Shah, Chairman & C. E. O. and Mr. Kunal T. Shah, Managing
Director, have given certificate to the board as contemplated in
sub-clause (V) of clause 49 of the Listing Agreement.
Health, safety and environmental protection
Your Company has complied with all the applicable environmental laws
and labour laws. The Company has been complying with the relevant laws
and has been taking all necessary measures to protect the environment
and maximize worker protection and safety.
Particulars of employees
The particular of employees required to be furnished under section
217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975, forms part of this report.
However, as per the provisions of Section 219(1)(b)(iv) of the
Companies Act, 1956, the reports and accounts are being sent to all
Shareholders of the Company excluding the statement of particulars of
the employees. Any Shareholder interested in obtaining a copy may write
to the Company Secretary at the Registered Office of the Company.
Conservation of energy, technology and foreign exchange
The particular of conservation of energy, technology absorption,
foreign exchange earnings and outgo required to be disclosed under the
Companies (Disclosure of Particulars in the Report of the Board of
Directors) Rules, 1988 are annexed hereto and forms part of this
report.
Cash Flow Statement
As required under clause 32 of Listing Agreement with the Stock
Exchanges, in India, a Cash Flow Statement, as prepared in accordance
with the Accounting Standard on Cash Flow Statement (AS-3) issued by
the Institute of Chartered Accountants of India, is given along with
Balance Sheet and Profit and Loss Account.
Appreciation and Acknowledgements
Your Directors would like to express their appreciation for the
co-operation and assistance received from the Government authorities,
the financial institutions, banks, Regulatory authorities, Stock
Exchange and the stakeholders for their continued co-operation and
support to the Company. Your directors also wish to place on record
their deep sense of appreciation for the committed services by all the
employees of the company.
For and on behalf of the Board of Directors
Ashok T. Shah
Chairman & C.E.O.
Ahmedabad
Date : 09-08-2011
Registered Office : ''SURAJ HOUSE'',
Opp. Usmanpura Garden, Ashram Road, Ahmedabad - 380 014
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