Dear Shareholders,
The directors have pleasure in presenting to you the Third Annual
Report of the Company together with the Audited Accounts for the
financial year ended 31st March,2011.
Performance Highlights
Your directors here by report that the company recorded a turnover of
Rs.13376.20 Lacs fortheyear ended 31st March, 2011 as against
Rs.8213.79 Lacs as the previous year of the Company which shows 63%
increase from the previous year.
The highlights of the financial results of the Company areas follows:
(Rupees in Lacs)
Particulars 2010-11 2009-10
Profit before Depreciation and Interest 1.63 1.6056
Interest 603.50 353.63
Depreciation 179.66 82.00
Profit before tax 976.7 624.93
Provision for tax
- Current tax 207.42 167.86
- Deferred tax 101.47 44.55
Profit after tax 667.58 412.52
Prior year adjustment -11.85 12.31
Profit after tax & prior year adjustments 679.43 400.21
Balance of profit brought forward from
earlier 842.71 442.50
years
Profit available for
appropriation
Appreciations: 1,522.14 842.71
Proposed dividend: -- --
- Equity -- --
- Preference
Baknce of profit 1,522.14 842.71
During the year under review, the profit before depreciation and
interest for the year at Rs. 1,759.63 lacs was against Rs. 1060.56 lacs
in the previous year. The profit after depreciation for the year at
Rs.1,579.97 lacs as against Rs.978.56 lacs in the previous year. The
profit aftertax, before exceptional item for the year at Rs. 679.43
lacs was higher compared to Rs.400.21 lacs of the previous year
signifying a growth of 69.77%.
Dividend
With a vision of augmenting financial resourced for generating stable
growth, the Board of Directors has decided to carryforward the profit
forthe business of the company and hence did not propose any dividend
on equity shares for the year under review
Changes in share capital
During the year the Company has increased its Authorized Share Capital
from Rs. 15.00 Crores to Rs. 30.00 Crores.
Company allotted 1,25,50,000 equity shares of the face value of Rs.
10/- each on the exercise of Global Depository Receipts dated on 11th
April 2011 and consequently the number of issued, subscribed and paid
up equity shares has increased from 1,12,70,000 equity shares to
2,38,20,000 equity shares of Rs. 10/- each.
Industrial relations
The Board of Directors is happy to report that the industrial relations
have been extremely cordial at all levels throughout the year.
Directors
Mr. RajeshSelot resigned as Director of the company with effect from
12.11.2010. YourDirectors place on record their appreciation for
guidance given by him during his period.
During the year, Mr. Sunil Kumar Maheshwari was appointed as Additional
Director w.e.f. 22.11.2010 of the Company by the Board in terms of
Section 260 of the Companies Act, 1956. He holds office up to the date
of the ensuing Annual General Meeting of the Company. The Company has
received notice in terms of Section 257 of the Companies Act, 1956 for
appointment of Shri Sunil Kumar Maheshwari as Director liable to retire
by rotation.
Mr. Chakradhar Bharat Chhaya is liable to retire by rotation at the
ensuing Annual General Meeting and being eligible, offers himself for
re-appointment.
Your Directors recommend their appointment/reappointment for your
approval.
All the appointments of the Directors of the Company are in compliance
with the provisions of Section 274 (1)(g) of The Companies Act,1956.
Deposits
During the year under review, the Company neither accepted nor invited
any deposits from the public in terms of section 58A of the Companies
Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.
Therefore the information relating thereto is NIL.
Global Depository Receipts (GDRs)
The Global Depository Receipts (GDRs) issued by the Company are listed
and traded at Luxembourg Stock Exchange. As on date total outstanding
GDRs is 6,27,500 representing 1,25,50,000 number of equity shares of
Rs.10/-each.
Proceedings of GDRs are not repatriated to India. The Company has
arised total fund of USD $ 99,96,075 and fund are invested in money
market transaction in overseas.
Subsidiary Company
Company has incorporated its Wholly Owned Subsidiary Company (WOS) viz.
Tapti Pipes and Products Limited FZE at Sharjah on 13th March 2011.
As on date of this report the Tapti Pipes and Products Limited FZE has
not started any business activity. Statement as per section 212 is
enclosed herewith in Annexare-1 Part of this report.
Directors'' Responsibility Statement
Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956,
as amended, with respect to the directors'' responsibility statement, it
is hereby confirmed:
(i) that in the preparation of the accounts for the year ended 31st
March 2011, the applicable accounting standards have been followed
along with a proper explanation relating to material departures;
(ii) that our 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 at the end of the financial year and of the
profit of the Company for that period;
(iii) that the Directors have taken proper and sufficient care 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;
(iv) that the Directors have prepared the annual accounts on a ''going
concern'' basis.
Code of conduct
The Board has laid down a code of conduct for all Board members and
Senior Management personnel of the Company. Board members and senior
management personnel have affirmed compliance with the said code of
conduct for the financial year 2010-11.
Auditors & Auditors Report
The Company''s Statutory Auditors, M/s Pankaj Somaiya and Associates,
Chartered Accountants, Burhanpur will retire at the ensuing Annual
General Meeting of the company and being eligible offers themselves for
re-appointment.
The Company has received certificates from M/s. Pankaj Somaiya &
Associates to the effect that their appointment, if made, would be
within the limits prescribed under Section 224(1 B) of The Companies
Act, 1956.
The Board of Directors recommends to the shareholders the appointment
of M/s. Pankaj Somaiya & Associated as Statutory Auditors of the
Company.
The comments on the statement of account referred in the report of the
Auditors are self explanatory and are explained in the notes to
accounts.
Particulars of Employees
Company does not have any employee who was in receipt of remuneration
of Rs. 5.00 lacs per month or Rs. 60.00 lacs per year during the year
under review. Particulars of employees as required under Section
217(2A) of the Companies Act, 1956 and the Companies (Particulars of
Employees) Rules 1975 as amended upto date is not required to be
circulated as part of this report.
Human Resource Management
The key resource for the company is its employees. The company has been
able to create a favorable work environment that encourages innovation
and meritocracy The efforts of the company in the area of employee
management and HR practices have been proved effective in Human
Resource Management.
Dematerialization of Shares
The company''s shares have been made available for dematerialization
through the Central Depository Services (India) Limited (CDSL) and
National Securities Depository Limited (NSDL).
Conservation of Energy, Research and Development, Technology
Absorption, Foreign exchange Earning and outgo
The details regarding Energy Conservation, Technology Absorption,
Foreign Exchange Earning and outgo as required by section 217(1)(e) of
the Companies Act, 1956 read with the Companies (Disclosure of the
particulars in the report of the Board of Directors) Rules, 1988 are
given in Annexure-1 and forms part of this report.
Corporate Governance
The Company has been practicing the principles of good Corporate
Governance during the year. A detailed report on Corporate Governance
Practices followed by the Company is provided separately with this
Report.
Acknowledgement
Your Directors place on record their sincere appreciation for
significant contribution made by employees
throughtheirdedication,hardworkand commitment.
Your Directors also acknowledge the support extended by the bankers,
government agencies, shareholders and investors at large and look
forward to having the same support for our endeavour to grow
consistently.
FOR AND ON BEHALF OF THE BOARD
Date : 11th, August 2011
Place: Burhanpur Sd/-
Sanjay Agrawal
Chairman cum Managing Director
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