DIRECTORS' REPORT Dear Members, Your Directors present the Annual Report together with the Audited Financial Statements of your Company for the financial year ended 31st March, 2013. FINANCIAL PERFORMANCE: Despite the global slowdown and overall recessionary trend in the market, the Company during the year sustained its growth and witnessed slight improvement in its financial performance. During the year, the Company earned net profit before tax of 6.38 Crores as against Rs. 6.06 Crores during the last year, registering thereby the growth of more than 5% over the previous year. The profit after tax was Rs.4.76 Crores during the financial year under review as compared to Rs. 4.63 Crores in the previous year. Your Directors look forward for further improvement in overall performance of the Company during the years to come. DIVIDEND: In view of meeting out working capital requirements of the Company in the ensuing years, your directors do not recommend any dividend for this year. DIRECTORS: In accordance with the provision of Section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Shri Anand Chaturvedi, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Board recommends for his re-appointment. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to the requirements under Section 217(2AA) of the Companies Act 1956, your Directors, based on the representations received from the operating management, confirm that: i. in the preparation of the Annual Accounts for the year ended 31st March, 2013, the applicable Accounting Standards have been followed and there are no material departures therefrom; ii. appropriate accounting policies have been selected and applied consistently and have 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 as at 31st March 2013 and of the profit of the Company for the year ended on that date; iii. proper and sufficient care has been taken 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; and iv. the annual accounts for the financial year ended 31st March, 2013 have been prepared on a going concern basis. PUBLIC DEPOSITS: Your Company has neither accepted nor renewed any deposit within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rules made thereunder during the year ended 31st March, 2013. STATUTORY AUDITORS: M/s. V. V. Saranjame & Associates., Chartered Accountants, Nagpur (having FRN: 109255W), the Statutory Auditors of the Company hold the office upto the conclusion of the ensuing Annual General Meeting and being eligible, have offered for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be in conformity with the limits prescribed under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act. Your Board recommends their re-appointment. SECRETARIAL COMPLIANCE CERTIFICATE: Pursuant to the provisions of Section 383A of the Companies Act, 1956, the Company has received Secretarial Compliance Certificate from Vilas Nichat, Practising Company Secretary, Nagpur and forming part of this report. CORPORATE GOVERNANCE: The company does not fall in any of the criteria prescribed under Clause 49 of the Listing Agreement for compliance of Corporate Governance. REGISTRAR & SHARE TRANSFER AGENT: The entire work relating to share transfer and other allied matters in that behalf is looked after by the Registrar & Share Transfer Agent of the Company i.e. M/s Purva Sharegistry (India) Private Limited, Mumbai. STOCK EXCHANGE INFORMATION: The Equity Shares of the Company are listed at BSE Limited and the Company has paid the annual listing fees for the financial year 2013- 2014. During the year under review, the Company has complied with all the applicable provisions of the Listing Agreemen PARTICULARS OF EMPLOYEES: During the year under review, no employees was in receipt of remuneration exceeding the limits as prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules, 1975, as amended, hence no such particulars are furnished. DEMATERIALIZATION OF SHARES: The Company has established electronic connectivity with both the Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) through the Registrar & Share Transfer Agent of the Company M/s. Purva Sharegistry (India) Private Limited. As on 31.03.2013, 13,87,530 equity shares of the Company representing 84.04 % of the total paid-up shares capital of the Company have been dematerialized. The International Securities Identification Number (ISIN) of the Company is INE996E01013. EXTENSION OF TIME PERIOD FOR HOLDING ANNUAL GENERAL MEETING: The Registrar of Companies, Maharashtra, Mumbai, vide its letter dated September 30, 2013 has approved the extension of time for holding the Annual General Meeting of the Company for the financial year ended 31st March 2013 by three months i.e. upto 31st December 2013 upon making application by the Company. ACKNOWLEDGEMENTS: Your Directors are grateful to the Government Departments, Bankers, Dealers, Suppliers, other credit agencies, and all the executives and /staff of the company for the co-operation, financial assistance and support they extended to the Company from time to time during the period, without which the performance witnessed by the Company would not have been possible. 1,47,008 KWH 4,871.85 MT (approx.) 30.17 Watts The Directors express their deep sense of appreciation for the devoted and sincere efforts put in by the Workers, staff and officers in the Company during the year. The Directors are als© thankful to all the shareholders of the Con\pany for their continued faith in the Company. Yashwant Sangia Director For and on behalf of the Board of Directors Manju Sangia Director Place: Mumbai Date: 2nd December, 2013 |