To The Members of VELJAN DENISON LIMITED Hyderabad
The Directors take pleasure in presenting the 38th Annual Report on
the affairs of the Company along with the Audited Accounts for the year
ended 31st March, 2012.
1. FINANCIAL RESULTS:
Rs. In Lakhs
No. Particulars (12 Months) (18 Months)
1. Profit/Loss (PBDIT) 2117.86 3068.71
2. Less: Depreciation 328.87 492.85
3. Profit before Tax 1788.99 2575.86
4. Less: Tax 654.62 878.56
5. Profit After Tax 1134.37 1697.30
During the year under report apparently the sales are 81.36 % lesser at
Rs. 8269.94 Lacs as against Rs. 10163.96 Lacs in the previous year,
but Previous Year sale was reported for 18 months as against 12 months
in the Current Year. The Profit before tax for the year Rs. 1788.99
Lacs against Rs. 2575.86 Lacs for 18 months of Previous Year.
3. FUTURE OUTLOOK:
The prevailing Market conditions world wide may likely to increase in
the Turnover and Profitability of the Company for 2012-2013.
Your Company had a consistent Dividend policy that balances the dual
objectives of appropriately rewarding Shareholders and retaining
adequate funds, in order to maintain a healthy Capital adequacy ratio
to support future growth.
Consisting with this policy and based on the Company''s performance,
the Directors are pleased to recommend a Dividend of Rs. 7.50 /- per
equity share for the Financial Year which, if approved at the ensuing
Annual General Meeting will be paid to those Members (Physical and
Demat) whose names appear as Shareholders of the Company as at the end
of business hours on 25.09.2012 as per particulars to be furnished for
The Dividend payout as proposed is in accordance with the Company''s
policy to pay sustainable Dividend linked to long term performance,
keeping in view the Capital needs for the Company''s growth plans and
the intent to achieve optimal financing of such plans through internal
The Dividend distributed would be tax free in the hands of the
5. RIGHTS ISSUE:
The offer of 4,50,000 Equity Shares of Rs. 10/- each for cash at par
for every 4 (Four) Equity Shares to the existing Shareholders of the
Company aggregating to Rs. 45,00,000 on Right basis, for which the
subscription was fully subscribed and shares were allotted. The subject
Equity Shares have since been Listed with the Bombay Stock Exchange
Limited. The funds have since been utilized for the purpose mentioned
in the Letter of offer.
The Company has transferred Rs. 1.20 Crore, i.e. 10.58 % of the Current
Profits to Reserves of the Company.
7. PARTICULARS OF EMPLOYEES:
There are no employees whose particulars are to be provided as required
under Sec 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of the Employees) Rules, 1975, since none of the employees
drawing a salary in excess of the limits prescribed under the above
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
As required under the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules 1988, the necessary information is
given in the Annexure I which is annexed to this report.
9. FIXED DEPOSITS:
Your Company has not accepted any Deposits from the Public in the terms
of Sec 58Aof the Companies Act, 1956 during the year under review.
Pursuant to Section 256 of the Companies Act, 1956, read with Articles
of Association of the Company, Shri V. Pattabhi, Director who retire by
rotation at the ensuing Annual General Meeting and being eligible offer
himself for re appointment.
The Company is listed in The Bombay Stock Exchange Limited and there
have been no arrears of the listing fees payable to the Stock Exchange.
M/s. Brahamayya & Co., Chartered Accountants, Hyderabad the existing
Statutory Auditors of the Company retire at the conclusion of this
Annual General Meeting and being eligible offer themselves for
Reappointment. They have signified their willingness and confirmed
their eligibility under the provisions of the Companies Act, 1956.
13. DIRECTORS'' RESPONSIBILITY STATEMENT:
In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors
would like to state that:
i) In the preparation of Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanations relating to
material departures, if any.
ii) The Directors have selected such Accounting Policies and applied
them consistently and made judgments and estimates that were 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 the year under review;
iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safe guarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv) The Directors have prepared the Annual Accounts on a going concern
14. REPORT ON CORPORATE GOVERNANCE:
In accordance with the Clause 49 of the Listing Agreement, the Company
has complied with all mandatory recommendations. A Report on Corporate
Governance is provided elsewhere in this report.
Your Directors acknowledge with a deep sense of gratitude the continued
support extended by Investors, Customers, Business Associates, Bankers
and Vendors. Your Directors take this opportunity to thank the
regulatory Authorities and Governmental Authorities. Your Directors
also place on record their appreciation for the contribution of all the
employees of the Company in achieving the performance.
By order of the Board
FOR VELJAN DENISON LIMITED
Place: Hyderabad V. C. Janardan Rao
Date: 03-09-2012 Chairman