Your Directors are pleased to present the Twenty Second Annual Report and the Audited Accounts for the financial year ended March 31, 2014.
Summary of the Financial Results
|PARTICULARS||Year Ended 31st March, 2014||Year Ended 31st March, 2013|
|Income from operations||24,47,32,650||16,98,50,230|
|Profit before Interest, & Depreciation||15,90,03,695||10,58,61,241|
|PROFIT BEFORE TAXATION||6,66,92,118||4,75,32,815|
|Provision for Taxation||(21,800,000)||(15,605,000)|
|Deferred Tax Assets||99,062||1,579,779|
|PROFITS AFTER TAXATION||4,49,91,180||3,35,07,594|
|Prior Period Items||NIL||NIL|
|Excess/(Short) provision for earlier year||NIL||(71,760)|
|Add: Balance Brought Forward from Previous year||7,79,35,250||5,78,51,553|
|PROFITS AVAILABLE FOR APPROPRIATIONS||12,29,26,430||9,12,87,387|
|Tax on Dividend||1,176,848||7,68,023|
|Transfer to General Reserve||15,00,000||15,00,000|
|Transfer to Special Reserve||9,425,000||65,65,000|
|PROFIT & LOSS A/C SURPLUS||10,38,99,929||7,79,35,250|
Net Revenue from Operations for the year ended March 31, 2014 was Rs 2447.32 lacs representing an increase of 44.09 per cent over the previous year.
Profit before tax for the year was at Rs.666.92 lacs representing an increase of 40.31 per cent over the previous year.
The consolidated profit before interest, depreciation, exceptional items and taxes (EBITDA) was Rs 1590.04 Lacs in the Financial Year 2013-14, higher by 50.02 per cent over the previous year. Consequently, the consolidated profit before exceptional items and taxes (PBT) was Rs 666.92 Lacs in the Financial Year 2013-14 compared to Rs 475.33 Lacs in the previous year.
The Board has recommended payment of dividend at Rs 1/- per equity share of 10/- each for the financial year 2013-14. The dividend, if approved by the members at the Annual General Meeting, will result in a cash outflow of Rs 81.02 lacs including dividend tax.
Transfer to Reserves
According to Companies (Transfer of Profits to Reserves) Rules, 1975, the Board has recommended a transfer of Rs.15,00,000/- to the general reserve and as required by Section 45-IC of the Reserve Bank of India Act, 1934. an amount of Rs. 94,25,000/- to Special Reserve.
During the year, the following changes were effected in the Share Capital of your Company:-Increase in Issued and Paid up Share Capital
The following securities were allotted on 14/10/2013 during the financial year:
i. 71,286 Ordinary Equity Shares of face value of Rs. 10/- each at a premium of Rs 46.95 per equity share;
ii. 12,04,474 Class- "A" Ordinary Equity Share of Rs. 10/- each at a premium of Rs 46.95 per equity share.
LISTING OF SHARES
The Company's share continues to remain listed with the Stock Exchange, Mumbai, where the shares are actively traded. BSE vide its letter no. DCS/PREF/JS/FIP/679/2013-14 dated 12/03/2014 has approved listing of 71,286 equity shares of Rs 10/- each issued at a premium of Rs 46.95 per equity share
The consolidated financial statements presented by the Company include financial information of its subsidiary prepared in compliance with applicable Accounting Standards. The balance sheet, Statement of profit and loss and other documents of the subsidiary company are covered in this Annual Report as required under Section 212(8) of the Companies Act, 1956.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis has been reviewed by the Audit Committee and the same forms a part of the Annual Report.
The Company is committed to good corporate governance in line with the Listing Agreement. The Company is in compliance with the provisions on corporate governance specified in the Listing Agreement with the Bombay Stock Exchange Limited.
A certificate of compliance from M/s Pinakin Shah & Co., Ahmedabad, a practicing Company Secretary (FCS-2562) and the report on Corporate Governance form part of this Directors' Report.
Shri Amitbhai R. Manakiwala [DIN 00011810] and Smt Ritaben J. Patel [DIN 00011818] retire at 22nd Annual General Meeting and have offered themselves for re-appointment. It is also proposed to appoint Shri Chinubhai R Shah [DIN 00558310], Shri Kaushikbhai D Shah [DIN 00024305] and Shri Lokesh Kumar Singh [DIN 02299205] as Independent Directors of the Company for a term up to five years, at the forthcoming Annual General Meeting.
Necessary Resolutions for the appointment of the aforesaid Directors have been included in the Notice convening the ensuing Annual General Meeting and details of the proposals for appointment of independent directors are mentioned in the explanatory statement to the Notice.
CODE OF CONDUCT
The code of conduct for all board members and Key Managerial Personnel of the Company has been laid down and is being complied in words and spirit. The declaration on compliance of code of conduct signed by Vice Chairman & Managing Director of the Company is included as a part of this Annual Report.
Pinakin Shah & Co., Practicing Company Secretary (FCS-2562) conducted Secretarial Audit pursuant to provisions of Section 383A of the Companies Act, 1956, for the financial year 2013-14. They have submitted the report confirming compliance with the applicable provisions of the Companies Act, 1956.
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
Particulars required to be furnished by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988:
Part A and B pertaining to conservation and technology absorption are not applicable to the Company. However the Company endeavored to conserve energy consumption wherever feasible.
The Company has neither used nor earned any foreign exchange during the year under review.
The Industrial Relations scenario continued to be cordial. The Company regards its employees as a great asset and accords high priority to training and development of employees.
Information as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and Companies (Particulars of Employees) Amendment Rules, 2011 is nil.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards have been followed;
(b) Appropriate accounting policies have been selected and applied consistently and have 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 as at March 31, 2014 and of the profit of the Company for the year ended March 31, 2014;
(c) Proper and sufficient care has been taken 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;
(d) The annual accounts have been prepared on a going concern basis.
A Cash Flow statement for the year ended on 31st March, 2014 is attached to the Balance Sheet.
M/s J. T. Shah & Co., Chartered Accountants, Ahmedabad [Membership No.45669] were appointed as the statutory auditors of the Company financial year 2013-14 at the Annual General Meeting of the Company held on 30/08/2013. M/s J. T. Shah & Co., Chartered Accountants, Ahmedabad [Membership No.45669] have been the Auditors of the Company since Incorporation and have completed a term of 21 years. As per the provisions of section 139 of the Act, no listed company can appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years and has also provided a period of three years from the date of commencement of the Act to comply with this requirement.
In view of the above, M/s J. T. Shah & Co., Chartered Accountants, Ahmedabad [Membership No.45669], being eligible for re-appointment, offer themselves for re-appointment and based on the recommendation of the Audit Committee, the Board of Directors proposes their reappointment as the statutory auditors of the Company. However they will be eligible for reappointment for a maximum period of three years to hold office from the conclusion of this Annual General Meeting.
No fixed deposits were accepted from the public during the year. However, deposits from Directors as at March 31, 2014 stood at Rs 10.09 lacs. The Company does not have any unclaimed or overdue deposits as of date.
The Company's assets are adequately insured against major risks.
The Board appreciates and places on record the contribution made by employees to the sustained satisfactory business performance during the period under review. The Board also places on record their appreciation of the support of all stakeholders particularly shareholders, customers, suppliers, the medical fraternity and business partners, all of whom have contributed to the Company's success.
|For and on behalf of the Board|
|Date: 11/08/2014||CHINUBHAI R. SHAH|
|Registered Office :|
|502-503, Sakar III|
|Opp. Old High Court|
|Off Ashram Road|
Chinubhai R Shah , Chairman
Jayendra B Patel , Vice Chairman & MD & CEO
Kaushikbhai D Shah , Director
Ritaben J Patel , Director
Company Head Office / Quarters:
502-503 Sakar III,
Off Ashram Road Opp Old High S,
Phone : Gujarat-91-079-27541989/30005000 / Gujarat-
Fax : Gujarat-91-079-27543666 / Gujarat-
E-mail : email@example.com
Web : http://www.armanindia.com
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