2011-12 - Diamines And Chemicals Limited

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6DIRECTORS’ REPORTTo the Members,Your Directors present their 36 th Annual Report together with the audited accounts for the financial year ended31st March, 2012.1. FINANCIAL RESULTS:(` in Lacs)Current Year Previous Year31.03.12 31.03.11Total Income (Gross) 7315.43 9119.78Operating Profit before interest and depreciation 1077.91 2515.40Interest and other financial charges 358.66 298.02Profit before depreciation 719.25 2217.38Depreciation & Amortization 215.80 188.96Profit after interest & depreciation 503.45 2028.42Less: Provision for taxation 143.03 557.43Profit after Tax available for distribution 360.42 1470.99Interim Dividend (including Dividend Tax) - 114.07Proposed Dividend (including Dividend Tax) 113.70 341.11Amount transferred to General Reserve - 147.09Balance of P& L A/c for the year 246.72 868.72Credit balance of P&L A/c carried forward from last year 1281.47 412.75Profit/ (Loss) carried to Balance Sheet. 1528.17 1281.472. OPERATIONS:Your Company’s total revenue for the year 2011-12 (net of excise) amounted to ` 6748.94 lacs ascompared to ` 8371.05 lacs of last year. The result for the year shows net profit after tax of ` 360.42 lacsas compared to the net profit of ` 1470.99 lacs in the previous year.Further details of operations are given in the management discussion and analysis report, which formspart of this report.3. DIVIDEND:Considering the financial results achieved during the year under review, the Board of Directors hasrecommended the final dividend on 9783240 Equity Shares @ 10% {Re. 1 per share (10%) PreviousYear ` 6/- per share / 60%} for the financial year 2011-12 out of the net profit available for distribution.4. FIXED DEPOSITS:The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act,1956 and Rules made there under during the year.5. CORPORATE GOVERNANCE:As per various amendments made in clause 49 of the Listing Agreement the Company has adopted theCode of conduct which is also available on the website of the Company. All the Board members andsenior management personnel have affirmed compliance with the Code of Conduct.Pursuant to the clause 49 of the Listing Agreement, a separate section forming part of this report andtitled as “Corporate Governance” is attached herewith.6. PARTICULARS OF EMPLOYEES:There is no employee attracting the provisions of section 217(2A) of the Companies Act, 1956 read withthe Companies (Particulars of Employees) Rules, 1975.
7. BOARD OF DIRECTORS:Mr. Yogesh Kothari, Mr. Kirat Patel and Mr. Shreyas Mehta are Directors liable to retire by rotation at theensuing Annual General Meeting and being eligible, have expressed their willingness to be re-appointedas Directors.Your Directors recommend re – appointment of these Directors.8. DIRECTORS’RESPONSIBILITY STATEMENT:Pursuant to the requirement of section 217(2AA) of the Companies Act, 1956, with regard to Directors’Responsibility Statement, it is hereby confirmed that:(a) In the preparation of the annual accounts for the year ended 31 st March, 2012, the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures, if any;(b) The accounting policies selected have been applied consistently and judgments and estimatesmade are reasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year ended 31st March, 2012 and of the Profit of the Companyfor that period;(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 1956 for safeguarding the assets of theCompany and to prevent and detect fraud and other irregularities;(d) The Annual Accounts for the year ended 31 st March, 2012 have been prepared on a goingconcern basis.9. AUDITORS:M/s. Bansi S. Mehta & Co., Chartered Accountants, Auditors of the Company who retire at the forthcomingAnnual General Meeting are eligible for re-appointment and have expressed their willingness to acceptoffice, if re-appointed. They have given a certificate to the effect that the re-appointment, if made, wouldbe within the limits prescribed under Section 224 (1B) of the Companies Act, 1956. Your Directorsrecommend their reappointment.10. AUDITORS’REPORT:In the opinion of the Directors, the notes to the accounts are self-explanatory and adequately explain thematters, which are dealt with by the auditors.11. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION,FOREIGN EXCHANGE EARNINGS AND OUTGO:The particulars as prescribed under subsection 1(e) of Section 217 of the Companies Act, 1956, readwith Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules,1988, are set out in the Annexure – 1 (Form-A & B) in this report.12. INFORMATION TECHNOLOGY:The Company has set up an integrated on-line information system in all major operating areas. TheCompany has also adopted Enterprise Resource Planning (ERP) to enhance efficiency at overallorganization level to improve accuracy of data generation.13. INDUSTRIAL RELATIONS:The Company has been regularly monitoring its policy for enhancement in the skills of its employees byproviding need-based training.Industrial Relations between the management & the employees at all levels remained healthy andcordial throughout the year, resulting in constant co – operation by all the employees in day to day workand implementing policies of your Company.14. COMPANYS’QUALITY SYSTEM (ISO–9001:2008)Your Company is certified for ISO 9001:2008 for “Manufacture and Sale of Ethyleneamines basedIndustrial Chemicals”. There was surveillance audit since the Company’s certification by internationally7
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FINANCIAL HIGHLIGHTS OF THE LAST DE
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