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Texmo Pipes and Products Directors Report, Texmo Pipes Reports by Directors
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Texmo Pipes and Products
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« Mar 10
Directors Report Year End : Mar '11
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
 
 
 
 
Source : Dion Global Solutions Limited
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