DIRECTORSTO, THE SHARE HOLDERS:
Your Directors have pleasure in presenting the 28th Annual Report of the Company forthe year ended 31 st March, 2012.
WORKING RESULTS:
The comparative results for the year and those of previous year are summarised below:
| 2011-2012 | 2010-2011 |
| 1. Operating Profit/Loss before Interest & | 4704428.73 | 2148621.41 |
| Depreciation. | - | 11495.32 |
| 2. Less: Interest | | |
| 3. Profit/Loss before Depreciation | 4704428.73 | 2137126.09 |
| 4. Less Depreciation | 941547.16 | 955099.28 |
| 5. Profit/Loss after Depreciation and Interest | 3762881.57 | 1182026.81 |
| 6. Add : Provision for Deferred Tax Liability | 139483.33 | 264038.54 |
| 7. Less: Provision for Taxation | 1350000.00 | 100000.00 |
| 8. Net profit/Loss after Taxation | 2552364.90 | 1346065.35 |
| 9. Adjustment relating to previous year & Taxation | - | - |
| 10. Loss/ Profit available for appropriation | - | - |
| 11 Transfer from General Reserve | - | |
| 12. Less Dividend | 800000.00 | NIL |
| 13 Less Dividend Tax | 129780.00 | NIL |
| 14. Balance Carried over | 1622584.90 | 1346065.35 |
DIVIDEND: The board recommends a Dividend of Rs. 1.00 per Share in respect of theFinancial Year 2011-2012 The Dividend is approved at the forthcoming Annual GeneralMeeting will be held on 1st Oct. 2012 to Share Holders at the Close of Business on 10thAugust 2012. As per Income Tax Act, 1961, the tax on the Dividend will be borne by theCompany.
PERFORMANCE: During the year under report despite stiff competition in the domesticas well as overseas market, the sales of your Company have increased marginally toRs.563.14 lacs as against Rs 423.27 lacs during the previous years. However, the Companyhas been able to earn a Net profit of Rs.37.62 lacs as against Rs. 11.82 lacs during theprevious year.
FUTURE PROSPECTS:
Your Directors are happy to announce that the Company after getting ISO 9001:2008,13485Certificate is maintaining the spirit of total quality management and is earning more byreducing rejections and failures. We hope to have more business and growth for the time tocome.
DIRECTORS : During the year under report Mrs. Padma Shukla and Shri Virendra Vermawere appointed as additional Directors and they hold office till the conclusion of ensuingAnnual General Meeting. Smt. Anjana Sabharwal. Director retires by Rotation at this AnnualGeneral Meeting and being eligible offers himself for reappointment.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 on theDirectors Responsibility Statement, it is hereby confirmed:
• That in the preparation of the Annual Accounts, the applicable accountingstandards had been followed along with proper explanations relating to materialdepartures;
• That the Directors selected such accounting Policies and applied themconsistently and made judgement and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of theFinancial Year and of the Profit or Loss of the Company for that period.
• That the Directors took proper and sufficient care to maintain adequateaccounting records in accordance with the provisions of this Act, to safeguard the assetsof the Company and to prevent and detect fraud and other irregularities.
• That the directors prepared the annual accounts on a going concern basis.
AUDITORS: M/s A.Kay Mehra & Co., Chartered Accountants, retire at this AnnualGeneral meeting and being eligible offer themselves for re-appointment
Compliance certificate: Provision to Sec. 383A of the Companies Act. 1956, Compliancecertificate obtained from a practicing company secretary is enclosed.
PARTICULARS OF DISCLOSURES UNDER SECTION 217 OF THE COMPANIES ACT, 1956;
Information required under Section 217(2A) and 217(1) (e) of the Companies Act, 1956,are given in Annexure.
Statement persuant to section 217(2A) of the companies Act 1956.
Read with the companies (particulars of employees) Rule. 1975
| Name, Qualification & Age in years. | Designation | Nature of duties | Remuneration Received | Experience | Date of comm- ence ment of Emoloyment | Last Employment |
| Dr. A.R. Sabharwal MBBS, DMRE LLB, | Managing Director | Managerial & Administrative | Rs. 24,00,000.00 | 26 Years, as M.D. of | 25.02.91 | Self Employed as medical practitioner |
| 77 Years Smt. A. Sabharwal B.A. B.T. 69 Years | Director Admn. & Sales | Managerial & Sales | Rs. 12,00,000.00 | Public Ltd. Co. 26 Years. Director of Public Ltd.Co. | 1.10.94 | NIL |
INDUSTRIAL RELATIONS:
Directors are pleased to record their deep appreciation for the efforts put in andco-operation extended by the employees at each level. A spirit of team work and cordialrelations existed throughout the year.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their sincere appreciation for the continuedsupport and accommodation extended by its bankers viz Punjab National Bank through out theyear.
| Place : New Delhi | On behalf of the Board of Directors |
| Dated : 21st August 2012 | Sd/- |
| Dr. A. R. SABHARWAL |
| (Chairman) |
ANNEXURE TO THE DIRECTORS' REPORT:
(Additional information given in terms of Notification No. GSR-1029 of 31.12.88 issuedby the Department of Company Affairs)
CONSERVATION OF ENERGY:
Our plant is not a big user of energy. The total cost of electricity generated during2011-2012 is Rs. 17.52 lacs on which we achieved a turnover of Rs. 563.13 Lacs. Thepercentage of cost of energy in relation to turnover therefore comes to 3.11 % only.
a) Energy Conservation measures taken:
We have 30KVA, 45KVA, 125KVA and 160 KVA Gensets at our works, which are runningsatisfactory. The generators are periodically serviced and tunned and critical componentsreplaced for efficiency.
The baby boiler is automatic energy saver. It automatically cuts off when steampressure becomes sufficient. Thus it is very efficient energy saver. The boiler isdescaled every 6 months.
b) We are ISO 9001:2008,13485 Company. All our devices are latest with energy savingequipment. There is no further requirment of any energy saving device. Such as all theelectric motors are with shunt.
c) Impact of the measures at a) & b) above for reduction of energy consumption andconsequent impact on the cost of production.
Our energy conservation efforts as described in a) above have kept the cost ofproduction fairly low.
d) Total energy consumption and energy consumption per unit of production are shown inForm "A" annexed hereto.
TECHNOLOGY UPGRADATiON
Efforts made in technology upgradation as per Form "B" is annexed hereto.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information on Foreign Exchange Earnings and outgo is given hereunder. Efforts arebeing made to explore possibility of increasing export within the purview of the presentpolicy.
| Total Foreign Exchange used : Rs | NIL |
| Total Foreign Exchange earned Rs | 19026228.60 |
ANNEXURE-A
COMPLIANCE CERTIFICATE
TO, THE MEMBERS, DR. SABHARWAL'S MANUFACTURING LABS. LTD.
26/19 East Patel Nagar, New Delhi -110 008
We have examined the registers, records, books and papers of M/s Dr. Sabharwal'sManufacturing Labs Limited (the company) as required to be maintained under the CompaniesAct, 1956 (the Act) and the rules made thereunder and also the provisions contained in theMemorandum and Articles of Association of the company for the Financial Year ended on31.3.2012 (Financial Year). In our opinion and to the best of our information andaccording to the examination carried out by us and explanations furnished to us by thecompany, its officers and agents, we report that in respect of the aforesaid FinancialYear.
1. The company has kept and maintained all registers as stated in Annexure 'A' to thiscertificate, as per provisions of the Act and the rules made thereunder and all enteriestherein have been duly recorded.
2. The company has duly filed the forms and returns as stated in Annexure 'B' to thiscertificate, with the Registrar of Companies, Regional Director, Company Law Board orother Authorities under the Act and the rules made thereunder.
3. The company being a public limited company, comments are not required.
4. The Board of Directors duly met six times during the year in repsect of whichmeeting proper notices were given and the proceedings were properly recorded and signedincluding circular resolutions passed in the Minute Book maintianed for the purpose.
5. The company has closed its Register of Members from 28.9.2012 TO 29.09.2012 andcomplied with the provisions of the act.
6. The Annual General Meeting for the Financial Year ended on 31st March, 2012 was heldon 29.09.2012 after giving due notice to the members of the company and the resolutionspassed thereat were duly recorded in the Minutes Book maintained for the purpose.
7. No Extra ordinary General Meeting was held during the Financial Year)
8. As per the information provided the Company has not advanced any loans to itsdirectors or persons or firms or Companies referred to under section 295 of the Act.
9. As per the information provided the Company has not entered into any contractfalling within the preview of Section 297 of the Act.
10. The company has made necessary entries in the Register maintained under Section 301of the Act.
11. As per the information provided there was no instance falling within the purview ofSection 314 of the Act, hence the Company has not obtained any approvals from the Board ofDirectors members or Central Government, as the case may be.
12. The Company has issued Duplicate Share Certificates during the Financial year.
13. The Company has:
i) there was no allotment of shares during the year.
ii) As per the information provided, since there was no amounts in unpaid dividendaccount, application money due for refunds, matured deposits, matured debentures andinterest accured thereon which have remained unclaimed or unpaid for a period of sevenyears no amount has been transferred to Investor Education and Protection fund.
iii) The Company declared Dividend of Rs. 1.00 Per Share in respect of the financialyear 2011-12.
iv) The Company has deposited has Rs. 8.00 Lakhs(Ruppes Eight Lakhs) in Separate bankaccount No. 0746002100025201 of PNB Pandu Nagar Kanpur.
v) Duly complied with the requirements of Section 217 of the Act.
14. The Board of Directors of the Company is duly constituted and there was noappointment of Additional Directors, alternate Directors and Directors to fill the casualvacancies during the year under report was duly made.
15. The appointment of Managing Director / Whole Time Director during the year underscrutiny.
16. As per the information provided the company has not appointed any sole sellingagents during the financial year.
17. As per the information provided, the company was not required to obtains anyapprovals of the central goverment / company law board/ regional director / Registrar ofCompanies and / or such authorities prescribed under the various provisions of the Actduring the financial year.
18. The director have diclosed their interest in other firms / companies to the Boardof Director pursuant to the provisions of the Act and the rules made thereunder.
19. The company has not issued any shares during the financial year.
20. The company has not bought back any shares during the financial year.
21. There was no redemption of preference shars / debentures during the financial year.
22. There were no transactions necessitating the company to keep in abeyance the rightsto dividend, right shares and bonus shares pending registration of transfer of shares.
23. As per the explanations furnished the company has not invited / accepted anydeposits falling within the purview of section 58A of the Companies Act, 1956.
24. The amount borrowed by the company is withinthe borrowing limits of thecompany.
25. As per the information provided the company has not made any loan oradvances or given guarantees or provided securities to other bodies corporate andconsequently no enteries have been made in the register kept for the purpose.
26. The company has not altered the provisions of the Memorandum with respect tosituation of the company's registered office from one state to another during the yearunder Scrutiny.
27. The company has not altered the provisions of the Memorandum with respect to theobjects of the Company during the year under scrutiny.
28. The company has not altered the provisions of the Memorandum with respect of thename of the company during the year under scrutiny.
29. The company has not altered the provisions of the Memorandum with respect to ShareCapital of the Company during the year under scrutiny.
30. The company has not altered the provisions of the Articles of Association duringthe Financial year.
31. As per information provided, there was no prosecution initiated against or showcause notices received by the Company during the Financial Year for offences under theAct.
32. As per information provided, the Company has not received any money as securityfrom its employees during the Financial year.
33. The Company has not constituted any provided funds for its employees pursuant toSection 418 of the Act.
| Sd/- |
| (S.K. Garg) |
| Company Secretary (CP. No. 2169) |
| PLACE: KANPUR | |
| DATED: 21.08.2012 | |
ANNEXURE-A
Registers as maintained by the company
| 1. Register of Members | U/S 150 |
| 2. Register of Directors / M. Directors etc. | U/S303 |
| 3. Register of Directors shareholding | U/S307 |
| 4. Books of Accounts | U/S209 |
| 5. Register of share transfers | U/S108 |
| 6. Register of particulars of contracts etc. | U/S301 |
| 7. Minutes Book | U/S 193 |
| 8. Register of Deposit | U/S 143 |
ANNEXURE-B
Forms and Returns filed by the company with ROC.
1. Balance Sheet under section 220
2. Annual Return under section 159
3. Secretarial Compaliance certificate under section 383A
4. F 32 under section 303(2).
FORM-A
Form for disclosure of particulars with respect to conservation of energy: POWER ANDFUEL CONSUMPTION:
| a) Electricity purchased: | |
| Unit | 135840 |
| Total Amount | Rs. 6,88,337.00 |
| Rate/Unit | Rs. 5.07 |
| b) Through own Diesel Generator: | |
| Unit | 45.854 |
| Unit per Ltr. of Diesel Oil Units | Rs. 3.89 |
| Cost/Unit | Rs. 8.99 |
| c) Through steam turbine/generator Unit | |
| Unit per Ltr. of fuel oil/gas Cost Unit | |
| 1) Coal (specify quality and where used) | N.A. |
| Quantity (tonnes) | |
| Average rate | |
| 2) Furnace Oil | N.A. |
| Quality K. Ltrs. | |
| Total amount | |
| Average rate | |
| 3) Other/internal generation (Please give details) | N.A. |
| Quality | |
Total cost Rate/Unit
| 3. Total consunption per unit of Product | Standard (if any) | Gen. Set. |
| Product -Adhesive Tape & POP Bandages | - | Rs. 2.00 / Sq. Meter |
| FORM-B | |
| RESEARCH & DEVELOPMENT (R & D): | |
| 1. Specific Area in which R&D Carried out by the Co. | Microporous non-woven |
| Adhesive Tape. |
| 2. Benefits derived as result of the above R&D | We have developed. some import substitute items. |
| 3. Future Plan of action | By strengthening R&D wing, we hope to start the above product very soon. |
| 4. Expenditure on R&D | |
| a) Capital | NIL |
| b) Recurring | NIL |
| c) Total | NIL |
| d) Total R & D Expenditure as percentage of Total Turnover. | NIL |
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:
• We have an efficient Quality Control System at our plant which helps to reducewaste. Our R&D efforts have developed technology for coating non-woven MicroporousAdhesive Tape.
• The superb quality of our products have enhanced their acceptability in themarket. The Company is enjoying a premium on prices.
• We do not have any imported technology.