Dear Members,
The Directors of your Company are pleased to present the Forty Second
Annual Report together with the Audited Accounts of the Company for the
year ended 30th September 2011.
FINANCIAL HIGHLIGHTS
Rs. (In millions)
2010/11 2009/10
Sales (Net of Excise Duty) 544.29 513.37
Profit before taxation 165.88 128.10
Provisions for taxation 50.55 42.39
Profit after taxation 115.39 85.71
Balance brought forward from
the previous year 404.71 342.94
Amount available for Appropriation 520.04 428.65
Appropriations:
- Dividend 13.18 13.18
- Corporate Dividend Tax 2.14 2.19
- Transferred to General Reserve 11.53 8.57
- Surplus carried to Balance Sheet 493.19 404.71
Total 520.04 428.65
As is evident from the above graphs, your company continues to grow and
it has achieved Net Sales of Rs. 544.29 millions during the year under
review, registering an increase of about 6% over the previous year. The
profit before tax at Rs. 165.88 millions exhibits a growth of about
29.50% over the previous year. For a more detailed review of operating
performance, members are requested to refer to the ''Management
Discussion and Analysis Report'' section of this report.
The Directors of your Company expect consistent growth in turnover and
profitability in future also, barring unforeseen events and
occurrences.
DIVIDEND
The Directors are recommending for your approval, a dividend of Rs.3/-
per equity share of Rs.10/- each for the year ended on 30th September
2011. This will absorb Rs.13.18 millions. In addition, Rs.2.14 millions
shall be payable as corporate dividend tax (including surcharge,
education cess and secondary & higher education cess) thereon.
DIRECTORS
Directors, Mr. Chandra Sekhar Panigrahi and Mr. Martin Sieringhaus,
shall be retiring by rotation at the 42nd Annual General Meeting and
being eligible, offer themselves for reappointment.
The necessary details about the directors seeking reappointment are
mentioned below for the consideration of shareholders:
Name of the
Director Mr. Chandra Sekhar Panigrahi Mr. Martin Sieringhaus
Age (years) 65 38
Date of
Appointment 26th March 2009 26th October 2009
Expertise in
Special
Functional
Areas Engineering & General
Management Finance
Qualification Graduate Engineer (Mechanical) Industrial Engineer and
Accounting.
Directorships
held in
outside Voith Paper Technology
(India) Pvt. Ltd. None
Companies,
as on
30/09/2011 Flow Link Systems
Private Limited
Membership of
Committees of
other None None
Companies, in
which he is a
Director,
as on 30/09/2011
No. of Shares
held in the
Company Nil Nil
(Including
those held by
Relatives)
None of the Directors have any inter-se relationship.
AUDITORS REPORT
The observations of the auditors are self-explanatory and, therefore,
do not call for any further comments.
AUDITORS
M/s S.R. Batliboi & Associates, Chartered Accountants, Gurgaon, who are
to retire at the conclusion of ensuing Annual General Meeting have
expressed their unwillingness for re-appointment as the statutory
auditors of the company. The directors wish to place on record their
appreciation of the professional services rendered by them during their
association with the company.
Further, company has received a letter from M/s S. R. Batliboi & Co.,
Chartered Accountants, (Registration No. 301003E) having their office
at: Golf View Corporate Tower - B, Sector - 42, Sector Road, Gurgaon -
122002, Haryana; indicating their willingness to be appointed as the
statutory auditors of the company from the conclusion of forthcoming
42nd Annual General Meeting until the conclusion of next Annual General
Meeting of the company and confirming that their appointment, if made,
will be in compliance with the requirements of Section 224 (1B) of the
Companies Act, 1956.
Accordingly, the Audit Committee and the Board of Directors recommend
for appointing the aforesaid M/s S. R. Batliboi & Co., as the statutory
auditors by the shareholders of the company.
CORPORATE GOVERNANCE
The Company endeavors to maintain high standards of Corporate
Governance in letter as well as spirit. As required by Clause 49 of the
Listing Agreement with the Bombay Stock Exchange Limited (BSE), the
reports on Management Discussion and Analysis, Corporate Governance as
well as the Certificate regarding compliance of conditions of corporate
governance, are annexed and form an integral part of this report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information required to be disclosed under section 217(1)(e) of the
Companies Act, 1956 read with the Companies (Disclosures of Particulars
in the Report of Board of Directors) Rules, 1988 is given in Annexure -
I, forming part of this report.
FIXED DEPOSITS
The Company has neither invited nor accepted any deposits from the
public during the period under review. Accordingly, there are no
unclaimed or unpaid deposits lying with the Company for the period
under review.
PARTICULARS OF EMPLOYEES
During the year under review, there was no employee in the company
whose particulars are required to be disclosed under the provisions of
Section 217(2A) for the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975, as amended.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required by the Section 217 (2AA) of the Companies Act, 1956, the
Directors hereby confirm that:
1) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
2) The 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 & fair view of the state of affairs of
the Company at the end of the Financial Year and of the profits of the
Company for the period;
3) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the company and
preventing and detecting fraud and other irregularities; and
4) The Directors have prepared the annual accounts on a ''going concern''
basis.
APPRECIATION
Your Directors wish to place on record their appreciation to all the
stakeholders, including all the employees, attached with the company
for their dedicated support, which has enabled the company to continue
to grow during the year under review.
For and on behalf of the Board of Directors
Biren De
Chandra Sekhar Panigrahi
Place : New Delhi Surinder Kumar Nagpal
Date : 3rd November, 2011 (Directors)
|