| The Directors hereby present their Thirty Fifth Annual Report on the
business and operations of the Company and the Financial Accounts for
the year ended 31st March 2013.
FINANCIAL RESULTS:
Given below are the financial results for the year ended 31st March,
2013
(Rs. in lacs)
PARTICULARS
2012-13 2011- 12 Growth%
Revenue from operations 4548.84 4140.50 9.86
Profit before Depreciation,
Interest & Tax 1237.12 1104.79 11.98
Less: Depreciation 178.41 155.91 14.43
Finance cost 157.88 143.62 9.93
Deferred Tax Assets (40.63) (5.61) 624.24
Provision for Tax 0.00 0.00
Profit / (Loss) after Taxes 941.46 810.86 16.11
Balance brought forward from
previous year 1450.85 638.38
Add: Prior Period adjustments (Net) (6.41) 1.61
Less : Short Prov. of Taxes
of earlier ; years 0.09 - -
Less : Transferred to General
Reserve - - - -
Balance Carried to Balance Sheet 2385.81 1450.85
OPERATIONS:
Net Sales for the year 2012-2013 increased to Rs.4548.84 lacs from
Rs.4140.50 lacs in the previous year- a growth of 9.86%.
In the quantitative terms, Sales for the year ending March 2013 was
more or less same as in the corresponding period of the previous year
due to enforced blanket restriction on expansion.
Profit during the year after interest, depreciation and taxation was
Rs.941.46 lacs as against 810.86 lacs for the corresponding previous
year
OUTLOOK:
Prices of Raw Materials were on rising trend and fluctuated widely, but
we were able to keep under control our average purchase prices for the
year.
Cost of utility particularly Gas has substantially gone up during the
year. It has gone up from average rate of Rs.21.15 per SCM in 11-12 to
Rs.30.59 per SCM in 12-13, increase of 44.54%. Also the power has gone
up from average rate of Rs.6.37 per Unit in 11-12 to Rs.7.12perUnitin
12-13, increase of 11.77%.
Cost of Labour had also gone up due to increase in Minimum wages by
10.11% as compared to last year
Also general inflation was at all time high. This all had impact on our
Margins.
FINANCE;
Total fixed deposit repaid during the year 2012-2013 was Rs. 192.07
Lacs. No fixed deposit which was claimed remained unpaid.
EXPORTS:
Exports has increased by 15.07% from Rs. 1924 Lacs to Rs.2214 Lacs.
SUBSIDIARIES:
The Board of Directors vide their meeting held on 10th August, 2012 had
approved the sale of investments in shares of its subsidiary company
namely Vijal Holding and Trading Company Private Limited. Accordingly,
on completion of the aforesaid transaction on 14th August, 2012; Vijal
Holding and Trading Company Private Limited ceased to exist as the
subsidiary of the Company. In view of the same, henceforth the Company
is not required to submit Consolidated Financial statement of accounts,
as the Company has no other subsidiary.
VARIATION OF RIGHTS AND REDEMPTION OF PREFERENCE SHARES:
The Board of Directors, after obtaining consent of preferenceholders on
21st August 2012, varied terms attached to 6% Cumulative Redeemable Non
- Convertible Preference Shares (20,00,000 preference shares of Rs. 10
each) of your Company. The Company had revised/ varied the said terms
with respect to minimum notice of one week in relation to redemption
terms; altering the nature of instrument from Cumulative to Non-
Cumulative as well as waiver of dividend entitlement. Thereby, on 6th
September 2012, the Company redeemed the said preference shares.
DIRECTORS:
a) Directors retiring by rotation:
In accordance with the requirement of the Companies Act, 1956 and as
per the Articles of Association of the Company, Mr. Ashwin S. Dani and
Mr. Mahendra Chhotalal Sheth are liable to retire by rotation and being
eligible, offer themselves for reappointment at the ensuing Annual
General Meeting. A brief resume of the aforesaid directors and other
relevant information have been covered in the Notice convening the
Annual General Meeting,
b} Resignation of Managing Director:
The Board of Directors at their Meeting held on 10th August, 2012
accepted the resignation of Mr. Hasit A. Dani as the Director and
Managing Director of the Company. The Board has placed on its record a
deep sense of appreciation for the valuable contributions rendered by
Mr. Hasit A. Dani.
c) Appointment of Whole time Director:
The Board appointed Mr. Arvind R. Shah as an Additional Director in
accordance with Section 260 of the Companies Act, 1956 with effect from
10th August, 2012 and as Whole time Director for a period of five years
with effect from 10th August, 2012 to 9th August, 2017.
d) Regularization of Additional Director:
Mr. Hasit A. Dani was appointed as an Additional Director of the
company with effect from 27th May, 2013. Mr. Hasit Dani hotds office
upto the date of the ensuing Annual General Meeting, and is eligible
for appointment as the director. Your Directors recommend his
appointment as a director of your company.
AUDITORS:
M/s. Deepak Shah 6t Co., Chartered Accountants, the present Statutory
Auditors of the Company holds office until the conclusion of the
ensuing Annual General Meeting. It is proposed to re -appoint them as
the Statutory Auditors of the Company until the conclusion of next
Annual General Meeting. M/s. Deepak Shah & Co., have under Section
224(1) of the Companies Act, 1956, furnished the certificate of their
eligibility for re-appointment.
COST AUDITORS:
The Cost Compliance Report of the Company issued by Mr. Suresh D.
Shenoy, Cost Accountant, Mumbai pursuant to the Notifications issued by
Ministry of Corporate Affairs' on Companies (Cost Accounting Records)
Rules, 2011 for the FY 2011-12 was duly submitted on 15th December,
2012.
Pursuant to the Cost Audit Branch Order No. 52/26/CAB-2010 dated
06.11.2012, your Board of Directors have re-appointed Mr. D. H. Zaveri,
Cost Accountant, Mumbai, as the Cost Auditor of your Company for the
financial year 2013-14 to conduct the audit of the cost records of the
Company. Further, the Cost Audit report for the FY 2012-13 is due on
27th September, 2013.
PERSONNEL:
None of the Employees employed throughout/part of the financial year
ended 31st March, 2Q13 was in receipt of remuneration exceeding the
limits laid down under the provisions of Section 217(2A) of the
Companies Act, 1956, read with Companies (Particulars of Employees)
Rules, 1975.
RESEARCH & DEVELOPMENT AND ENERGY CONSERVATION:
Your Company continued according to the priority to safety and
environment controls at all the levels of the factory. Your Company
complied with the norms and specifications by sending samples of
treated effluents regularly to the concerned authorities.
Details of energy conservation and research and development activities
undertaken by the Company along with the information in accordance with
the provisions of 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, are given in Annexure forming part of this
Report.
FOREIGN EXCHANGE EARNING AND OUTGO:
The details of foreign exchange earnings and outgo have been given in
the notes on accounts to the Statement of Profit and Loss and the
Balance Sheet.
CORPORATE SOCIAL RESPONSIBILITY:
Your Company is a responsible corporate citizen and strives to give
back to the community it operates in. The Corporate Social initiatives,
which the Company has identified and implemented, during the financial
year 2012- 2013 are as under:
(i) During the year, 98 Self Help Groups ("SHG") were organized with
1327 women members that covered 25 villages of Ankleshwar Taluka.
Around 172 members of SHG individually started income generation
activities at project villages. With the timely help received from
SHGs, many members were able to solve their various problems relating
to education, marriage, housing 6t other basic necessities, etc.
(ii) With help of Gujarat Agro Industries Corporation, SHG had
introduced HOPE bio gas plant for energy self-sufficiency at village
level. For the best and efficient utilization of most valuable resource
of the village i.e., water, SHG had introduced micro irrigation system
for its members who do farming, with the help of M/s. Pragon Micro
Irrigation System Ltd.
(iii) Various skills enhancement trainings related to health, laws,
agriculture, entrepreneurship development etc. were given during the
year. 42 such trainings covering all the SHGs were conducted during the
year.
(iv) SHG had co-ordinated with Government, Semi Government and its
departments, private institutes for the purpose of various social
security measures like providing monthly pension to widow members of
SHGs, providing Low cost life insurance coverage from LIC, granting low
cost health insurance and personal accident insurance from Oriental
Insurance Co. Ltd.
(v) To provide strong and continuous support for livelihood
enhancement, SHG had built a strong and positive partnership with the
following institutions :
(a) District Industrial Centre (DIC) for grants to support income
generative activities of SHG members.
(b) ATMA (Agriculture Technology Management Agency) project for
agriculture related trainings and inputs.
(c) Gujarat Handloom and Handicrafts Corporation Gandhinagar for skill
up- gradation in handicrafts skills.
(d) Yuva Parivartan program for skill up-gradation in garment and other
skills.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuance to Section 217 (2AA) of the Companies Act, 1956, the
Directors, based on the representation received from the management,
confirm that:
a) the Company has, in the preparation of the annual accounts, followed
the applicable accounting standards along with proper explanation
relating to material departures, if any;
b) they 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 as at the end of financial year and of the profit of your
Company for that year;
c) they have taken proper and sufficient care to the best of their
knowledge and ability, for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding
the assets of your Company and for preventing and detecting fraud and
other irregularities; and
d) they have prepared the annual accounts for the year ended 31st
March, 2013 on a going concern basis.
ACKNOWLEDGMENTS:
Your Directors wish to record their appreciation of the continued
co-operation and assistance received by the Company from Financial
institutions, Bankers and Staff.
By Order of the Board,
For GUJARAT ORGANICS LIMITED
Registered Office:
Plot 127/1, Industrial Estate,
GIDC, Ankleshwar - 393002
Gujarat
Place: Mumbai Ashwin S. Dani
Date: 27th May, 2013 Chairman | 