| The Directors take pleasure in presenting the Eighteenth Annual Report
together with the Audited Accounts for the financial year ended on
March 31, 2012,
FINANCIAL RESULTS
(Rs.in Millions)
Particulars March 31,2012 March 31,2011
Income
Net Sales (Net of Excise duty) 13,697.53 9,023.46
Other Income 36.48 17.82
Total Income 13,734.01 9,041.28
Expenses
Consumption of R.M. 10,297.04 6,770.17
Other Expenditures 919.95 654.17
Total Expenses 11,216.99 7,424.34
Profit before finance cost and
depreciation 2,517.02 1,616.94
Finance Costs 714.36 363.07
Depreciation 599.23 441.86
Profit before tax 1,203.43 812.01
Tax Expenses
- Current 255.00 160.00
- Mat Credit (11.67) 0.00
- Deferred 113.50 (20.50)
Net Profit after tax 846.60 672.51
Appropriations
Proposed Dividend 51.76 45.29
Tax on Dividend 8.40 7.70
Debenture Redemption Reserve 148.90 67.60
General Reserves 85.00 67.50
Balance carried forward 2,214.45 1,670.57
FINANCIAL PERFORMANCE
The Company for the period ended March 31, 2012 recorded a turnover ofRs.
13,697.53 million, as against Rs. 9,023.46 million for the period ended
March 31, 2011. The profit before tax is Rs. 1,203.43 million for the
period ended March 31, 2012, as againstRs. 812.01 million for the
previous period. The profit after tax is Rs. 846.60 million as against Rs.
672.51 million for the previous period,
TRANSFER TO RESERVES
During the year under review, the balance transferred to General
Reserve amounts to Rs. 85 million as compared to Rs. 67.50 million for the
previous year,
DIVIDEND
The Board of Directors of the Company has recommended a dividend of Rs.
4/- per share, i.e. 40% aggregating to Rs. 51.76 million. Together with
corporate dividend tax of Rs. 8.40 million, the total payout works out to
Rs. 60.16 million. The dividend, if approved, shall be payable to the
shareholders registered in the books of the Company and the beneficial
owners as per details furnished by the depositories as on September 29,
2012,
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
The Company has transferred a sum of Rs.0.14 million in respect of
unpaid/ unclaimed dividend for the Financial Year ended March 31, 2004
to the Investor Education and Protection Fund of the Central Government
as required under Section 205C of the Companies Act, 1956,
DIRECTORS
In accordance with the provisions of Section 256 of the Companies Act,
1956 and the Articles of Association of the Company, Mr. Vikram Mordani
retires by rotation at the ensuing Annual General Meeting of the
Company and being eligible, offers himself for re-appointment. Your
Directors recommend his re-appointment as Director of the Company,
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
hereby confirm that:
1. In preparation of the Annual Accounts for the year ended March 31,
2012 the applicable Accounting Standards have been followed along with
proper explanation relating to material departures;
2. They have selected such accounting policies in consultation with
the Statutory Auditors and applied them consistently and made
judgements 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 ended March 31, 2012 and the profits of the
Company for that year;
3. To the best of their knowledge and information, they 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;
4. They have prepared the Annual Accounts 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 March 31, 2012,
AUDITORS
M/s. C. V. Pabari & Co., Chartered Accountants, Mumbai, the Statutory
Auditors of the Company, who would be retiring at the conclusion of the
forthcoming Annual General Meeting have expressed their inability to
continue as the Auditors of the Company,
The Company has received special notice as required under Section 225
of the Companies Act 1956 proposing the appointment of M/s. Chaturvedi
& Shah, Chartered Accountants, Mumbai (FRN 101720W) as the Statutory
Auditors of the Company, M/s. Chaturvedi & Shah, Chartered Accountants
have forwarded to the Company certificate stating that the appointment,
if made, will be within the limit specified in Section 224 (1B) of the
Companies Act, 1956,
Your Directors recommend their appointment as Statutory Auditors of the
Company for the Financial Year 2012-13 and to hold office up to the
conclusion of the next Annual General Meeting of the Company,
COST AUDITORS
Pursuant to the provisions of Section 233B of the Companies Act, 1956
and in terms of order no. 52/26/CAB-2010 dated June 30,2011 issued by
Central Government,and subjectto the approval of the Central
Government, the Company has appointed
M/s. Kasina & Associates, Cost Accountants (FRN 01303) as the Cost
Auditors of the Company for Audit of the cost accounting records for
the financial year 2011-12 and 2012-13,
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of operations, performance and future outlook of your
Company is given in the Management Discussion and Analysis, which forms
part of this Report,
CORPORATE GOVERNANCE
Your Company is compliant with the requirements of Clause 49 of the
Listing Agreement. Necessary disclosures have been made in this regard
in the Corporate Governance Report. A certificate from the Statutory
Auditors of your Company regarding compliance with the requirements of
Corporate Governance as stipulated under Clause 49 of the Listing
Agreement is attached to this report. The report on Corporate
Governance is included and forms part of this report,
LISTING
The equity shares of the Company continue to be listed on BSE and NSE.
The annual listing fees for the financial year 2012-13 have been paid
to the Stock Exchanges,
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO
Information as per Section 217(1)(e) read with the Companies(Disclosure
of Particulars in the Report of Board of Directors) Rules, 1988 and
forming part of the Directors' Report for the year ended March 31, 2012
are as follows:
CONSERVATION OF ENERGY
The Company has a strong commitment towards energy conservation for the
benefit of the nation and itself. Efforts to optimize process
parameters, modernize & upgrade technology as well as equipments, with
the objective of increasing energy productivity are continuous and
ongoing. Company ensures optimization of resources and is committed to
control wastages and avoid air and water pollution,
Water is used on minimal basis. Company in order to conserve energy and
fuel, have installed high speed globally accredited automatic machines
which has higher productivity and thus consumes less power, Company has
a strategy of recycling of certain waste and thus conserves energies.
Automatic loading area, specialized warehousing saves extra movement of
vehicles and thus saves fuel and power. Company has aspirators with
scrap bailing system to reduce scrap % and increase productivity,
TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND RESULTANT BENEFITS
Company has unique innovation strategy and has developed and trained
human force to adopt international technology to be used in process,
Company has automatic packing unit for foil containers and household
foils which increases productivity and reduces manual handling and well
equipped in-house tool room for machine and mould maintenance having
leath machine, surface grinder drill machine, surface grinder, bench
grinder. New stackers developed for semi automatic machines which has
increased productivity and minimized manual handling of the product.
Company is market leader in India due to its technical innovation and
focus on continous upgrdation. Company has philosophy of continous
review and development of new innovative process,
APPRECIATION
The Directors acknowledge with gratitude and wish to place on record
their deep appreciation of the continued support and co-operation
received by the Company from the various Government authorities,
Shareholders, Bankers, business associates, customers and Financial
Institutions during the year,
The Directors place on record their deep appreciation of the dedication
and commitment of your Company's employees at all levels and look
forward to their continued support in the future as well,
For and on behalf of the Board of Directors
Amitabh Parekh
Chairman and Managing Director
Place: Mumbai
Date : August 25, 2012
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