| |
|
|
|
|
|
|
|
|
Your Directors have pleasure in
submitting their Report together with the audited Accounts
of the Company for the year ended 31st March, 2010
|
|
(Rs. In lacs)
|
| FINANCIAL RESULTS: |
| |
|
Year ended
on 31st March 2010
|
Year ended
on 31st March 2009
|
| |
|
| |
Turnover
|
2,112.24
|
2132.54 |
| |
Gross Profit for the year |
332.07
|
346.98 |
| |
Less: Interest |
3.89
|
3.39
|
| |
Cash Profit |
328.18 |
343.59 |
| |
Less: Depreciation |
41.77 |
38.10 |
| |
Profit Before Tax |
286.41 |
305.49 |
| |
Less: Taxation |
106.71 |
120.70 |
| |
Net Profit after tax |
179.70
|
184.79 |
| |
Add/(Less): Prior period expenses & depreciation |
9.35
|
0.40
|
| |
|
189.05 |
185.19 |
| |
Add: Profit brought forward
|
613.57
|
428.38 |
| |
Balance Carried to the Balance Sheet |
802.62
|
613.57 |
| |
|
| |
Dividend |
| |
With a view to conserve funds and ensure
adequate liquidity, no dividend is proposed. |
| |
|
| |
Review of Operations |
| |
During the year ended 31st
March 2010, despite the slowdown in Q2 and Q3, your Company
was able to maintain a similar level of activity earning
a gross revenue of Rs 2112 lacs. However profitability
declined on account of non-recurring charges relating
to office relocation expenses necessitated by the fire
at the Company's office. The profit before tax is Rs.
286.41 lacs. |
| |
Your Company has however continued to maintain
its market-leading role on the domestic front. The On
Line Leak Sealing and Trevi Test engineering maintenance
activities have also prominently recorded an increase
of Rs.89 lacs (21%) and Rs. 18 lacs (15%) respectively
compared the previous year. In the previous year the Belzona
related sales and service business had a large project-related
earning that we were unable to replicate. However, we
were able to increase the recurring business volume to
compensate for that and thus were able to prevent a large
drop in volume. |
| |
Your Directors are happy to inform you that
your Company has been maintaining its ISO 14001:2004 and
ISO 9001:2008 Certifications which are issued by Indian
Register Quality Systems. |
| |
|
| |
Future Prospects |
| |
Your company is making a continuous
effort for improving its market position. However there
has been increased competition from small scale units,
which we are combating through increased marketing efforts
which highlight our superior quality and reliability of
services. We are also simultaneously focussing on reaching
untapped customers and markets. In the export market,
we will continue to market ourselves as a quality provider
of cost-effective services and believe that will bear
fruit in increased sales. We will also continue our efforts
in R&D to ensure that our technological advantages over
competitors are maintained. |
| |
|
| |
Directors: |
| |
The Board of Directors of the Company, at
its Meeting held on 29th October, 2009 re-appointed Mr.
M K Ogra as the Part Time Executive Chairman of the Company
for a further period of one year commencing from 1st January,
2010 to 31st December, 2010 subject to the approval of
the Members of the Company in General Meeting. Subsequently,
the Board of Directors of the Company at its Meeting held
on 6th March, 2010 redesignated Mr. M K Ogra as Executive
Chairman of the Company effective from the date of his
original appointment viz. 22nd September, 2008 and the
Shareholders approved the same at the Extra Ordinary General
Meeting of the Company held on 31st March, 2010. |
| |
An abstract of the terms of re-appointment
and remuneration payable to Mr M K Ogra under section
302 of the Companies Act, 1956, was despatched to the
Members. |
| |
Mr Shiv Siddhant Narayan Kaul was earlier
appointed as Managing Director of the Company for a period
of three years with effect from 25th May, 2007 till 24th
May, 2010 on the terms approved by the Members at the
Annual General Meeting, held on 25th July, 2007. |
| |
The Board of Directors of the Company, at
its Meeting held on 24th April, 2010, appointed Mr Shiv
Siddhant Narayan Kaul as Managing Director for a period
of 3 years with effect from 25th May, 2010 , on expiry
of his present term, to 24th May, 2013, on the quantum
of remuneration as payable to Mr Shiv Siddhant Narayan
Kaul, as approved by the Remuneration Committee, subject
to the approval of the Members of the Company in a General
Meeting and such other approvals / clearances as may be
required. |
| |
An abstract of the terms of appointment
and remuneration payable to Mr Shiv Siddhant Narayan Kaul
under section 302 of the Companies Act, 1956, are given
in the Explanatory Statement of Notice convening the 10th
Annual General Meeting. |
| |
The Board considers that the appointment
of Mr Shiv Siddhant Narayan Kaul as Managing Director
is in the best interest of the Company and therefore recommends
the resolution for his appointment as a Managing Director
for your approval. |
| |
Mr M K Ogra, Mr Rajive Kaul and Mr Udayan
Ray retire by rotation and,being eligible, offer themselves
for re-appointment. |
| |
|
| |
Capital Restructuring: |
| |
Your Company has reduced its capital by
Rs.50,628,375/- by reducing the value of 5,625,375 equity
shares from Rs.10/- each to Re.1/- each and money out
of such reduction have been returned to the shareholders
in line with the order of the Hon'able High Court, Kolkata,
West Bengal passed on 16th April, 2009 in Petition No.
31/2009. |
| |
| |
Directors' Responsibility Statement: |
| |
Your Directors confirm: |
| (i) |
that in the preparation of the Final Accounts,
the applicable Accounting Standards have been followed;
|
| (ii) |
that the Directors have selected such accounting
policies 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 year ended on 31st March, 2010
and of the profit of the Company for that period; |
| (iii) |
that the Directors 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;
|
| (iv) |
that the Directors have prepared
the Final Accounts on a going concern basis. |
| |
|
| |
Secretarial Compliance Certificate |
| |
In terms of section 383A(1) of the Companies
Act, 1956, Companies with a paid up Share Capital of at
least Rs. 10.00 lacs and which are not required to appoint
a wholetime Company Secretary are required to lay before
the Annual General Meeting a Certificate of Compliance
signed by a Secretary in wholetime practice. Accordingly,
the said Certificate is enclosed. |
| |
|
| |
Foreign Exchange
|
| |
As required under Section 217(1)(e) of the
Act, read with the Companies (Disclosure of particulars
in the Report of the Board of directors) Rules, 1988,
the relevant information pertaining to Foreign Exchange
earnings and outgo are set out in the statements annexed
hereto. |
| |
|
| |
Deposits: |
| |
Your Company has not accepted any fixed
deposits during the period under review, as such there
are no outstanding or overdue deposits as on 31st March,
2010. |
| |
|
| |
Particulars of Employees: |
| |
Your Company did not employ any person whose
particulars are required to be attached to this Report
under Section 217(2A) of the Companies Act, 1956. |
| |
|
| |
Auditors: |
| |
The auditors of your Company, M/s Singhi
& Co., Chartered Accountants, retire at the forthcoming
Annual General Meeting and, being eligible, offer themselves
for re-appointment. Your Directors recommend the re-appointment
of M/s Singhi & Co., Chartered Accountants as auditors
of the Company and also recommend that authority be given
to the Board to fix their remuneration. |
| |
|
| |
Auditors' Report: |
| |
The comments made by the Auditors in the
Report have been duly explained in the attached notes
to Accounts and hence are not being separately dealt with
here. |
| |
|
| |
Human Resources: |
| |
Relations with the employees continued to
be cordial during the year. |
| |
Your Directors wish to place on record their
appreciation of the efforts put in by all the Employees.
|
| |
|
| |
On behalf of the Board of Directors |
| |
|
| |
M K Ogra
|
| |
Chairman |
| |
|
| |
S Kaul
|
| |
Managing Director |
| |
|
| |
|
| |
Registered Office: |
| |
NICCO HOUSE |
| |
2, Hare Street |
| |
Kolkata - 700 001 |
| |
Dated, the 20th May, 2010. |
| |
|
| ANNEXURE TO
DIRECTORS' REPORT |
| A |
Expenditure paid
or payable in foreign currency: |
|
|
Description
|
For the period
ended 31.03.2010 |
For the period
ended 31.03.2009 |
| |
|
Rs. |
Rs. |
| a). |
Foreign Travelling |
2,239,095
|
1,800,112 |
| |
|
2,239,095
|
1,800,112 |
| |
| B. |
Earning in foreign
currency: |
| |
Description
|
For
the period ended 31.03.2010 |
For
the period ended 31.03.2009 |
| |
|
Rs.
|
Rs.
|
| a). |
FOB value of Exports
|
7,374,688
|
5,809,645 |
| b). |
Others |
2,644,448
|
1,676,907 |
| |
|
10,019,136
|
7,486,552 |
| |
