DIRECTORS
To,
The Members,
THE KUTCH SALT & ALLIED INDUSTRIES LIMITED GANDHIPKAM
Your Directors are pleased to present their SIXTY FIRST ANNUAL REPORT together with the
Audited Results for the year ended March 31,2011 AND Auditors Report thereon.
(Rs. In lacs)
| 1 FINANCIAL RESULTS |
Year Ended |
Year Ended |
|
31/03/2011 |
31/03/2010 |
| Gross Income |
23571.67 |
8922.82 |
| Less: Total Expenditure |
21785.40 |
7141.91 |
| Profit/ (Loss) before Depreciation |
1786.27 |
1780.91 |
| Less: Depreciation |
1005.17 |
807.15 |
| Profit / (Loss) before Tax |
781.10 |
973.76 |
| Less : Provision for Tax |
|
|
| Current Tax |
162.00 |
184.00 |
| Deferred Tax |
252.63 |
130.98 |
| Profit/ (Loss) After Tax |
366.47 |
458.78 |
| Add: Profit/(Loss) B/F from Previous year |
396.69 |
-62.09 |
| Add: MAT Credit (Current year as well as Previous year) |
371.68 |
— |
| Less: Income Tax of earlier year |
6.44 |
— |
| Balance carried to Balance Sheet |
1128.40 |
396.69 |
2 OPERATIONS
The Company operates in three main business segments viz, Manufacturing, Trading &
Power. Manufacturing division consists of production of salt only whereas in the trading
division main commodity in the year under review is of Raw Cotton.
Manufacturing division account for 16.90 %, Trading division account for 80.96 % and
Power division account for 2.14 %of the total turnover of the Company for the year ended
31st March 2011 as compared to 48.75 % of Manufacturing division, 48.15 % of Trading
division and 3.10% of power division of the Company for the year ended 31st March, 2010.
The financial year 2010-11 has witnessed some improvement in the economies around the
globe but the Iron Ore Industry still passing through bad phases due to restriction in
mining activity imposed by Supreme Court in and around surrounding area of Karnataka from
where your company mainly purchasing the Iron Ore. However, due to application made in the
current year your company had allotted quota for export of cotton bales which was
successfully completed by your company and in turn has earned handsome profit on such
transaction which has the effect of setting off the loss incurred in Iron Ore business.
Inspite of such adverse factors turnover of your Company has increased to Rs.23571.67
lacs as against Rs. 8922.82 Lacs in the previous year; cash profit of Rs. 1786.28 Lacs as
against Rs. 1780.91 Lacs in the previous year but Profit after tax has reduced to
Rs.366.12 Lacs as against profit of Rs.458.78 lacs in the previous year.
The Business wise performance of each segment is as under,:
Manufacturing : The Company has produced (Net of wastages etc.) 739254 MTS of salt as
against 749903 Mts in the previous year. The total turnover of this segment has decreased
to Rs. 3976.63 Lacs as against Rs. 4309.22 Lacs in the previous year.
Trading : Due to ban imposed by Honble Supreme Court in and around the State of
Karnataka for mining activity mainly relating to Iron Ore, no trading activity was carried
out during the year under review. However, on the basis of application made by the company
has been allowed to export 71557 bales of Raw Cotton during the year and because of that
total turnover of this segment has increased to Rs. 19074.90 Lacs as against Rs. 4430.18
in the previous year.
Your management is trying hard to meet the prevailing challenges by focusing its
efforts, on further reduction of cost and by improving operational efficiencies. Your
management is hopeful that company will improve its performance in the Coming periods.
3 DEPOSITS
During the year, the Company has not accepted any deposits from the public.
4 DIRECTORS
Shri Jitendra S. Singhvi and Shri Mukesh B. Singhvi retires by rotation and being
eligible, offers themselves for re-apointment.
5 DIRECTORS RESPONSIBILITY STATEMENT
As required by the provisions of Section 217(2AA) of the Companies Act, 1956, The
Directors have to state:
(i) That in the preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanations relating to material departures;
(u) That the directors had selected such accounting policies and applied them
consistently and made judgments 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 and of the Profit/ Loss of the Company for that period;
(iii) That the directors took proper and sufficient care to maintain adequate
accounting record 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 had prepared the annual accounts on a going concern basis.
6 AUDIT COMMITTEE
The company has already constituted an Audit Committee pursuant to the provisions of
section 292A of the Companies Act, 1956 and clause 49 of the listing Agreement. The Audit
Committee consists of Dr. Seema Shrimal, Mr. Jitendra S. Singhvi, Mr. Sandeep T. Singhvi
as members and Mr. Lekhraj Kanungo is the Chairman of the committee.
7 CORPORATE GOVERNANCE
As per clause 49 of the listing agreement with the stock exchange, a separate report on
corporate governance together with a certificate from the Companys Auditors confirming
the compliance of the conditions of corporate governance is attached as Annexure-II to
this report.
ANNEXURE -I TO DIRECTORS REPORT
Statement pursuant to Section 217(l)(e) of the Companies Act, 1956 read with the
Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988
and forming part of the Directors Report for the year ended 31st March, 2011.
| A. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY |
: Not applicable to salt industry. |
| B. TECHNOLOGY ABSORPTION |
|
| (A) Research & Development |
|
| 1) Specific areas in which R&D was carried out by the Company |
: As the Company manufactures salt through natural process of Solar evaporation the
question of technology absorption, adoption and innovation does not arise. However, a
testing laboratory is maintained for controlling the quality of salt. |
| 2) Benefits derived as a result of the above R&D |
Does not arise |
| 3) Future plan of acting |
Does not arise |
| 4) Expenditure on R & D |
|
| a) Capital |
NIL |
| b) Recurring |
NIL |
| c) Total |
NIL |
| d) Total R&D expenditure as per percentage of total turnover. |
NIL |
| (B) Technology absorption, adaptation and innovation |
Not Applicable |
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
|
Current Year |
Previous Year |
| 1. Earning |
20815.18 |
4832.34 |
| 2. Outgo |
257.04 |
980.96 |
For and on behalf of the Board of Directors
(BABULAL A. SINGHVI)
Gandhidham, 20th August, 2011
Annexure-II To DIRECTORS REPORT
CORPORATE GOVERNANCE
1 COMPANYS PHILOSOPHY ON CORPORATE GOVERNANCE:
The securities and Exchange Board of India had introduced a Code of Corporate
Governance for implementation by companies listed with Stock Exchanges from the year
2001-2002. The Board of Directors of your Company strongly supports the principles of
corporate governance. Further the Board lays emphasis on transparency, accountability and
integrity in all its operations and dealings with outsiders. The following are the
detailed practices on Corporate Governance in your company.
2 BOARD OF DIRECTORS:
(a) Composition of the Board: (for the financial year 2010-2011)
| Director |
No. of Shares held in KSAIL |
No. of meetings attended |
*No. of outside Directorship held |
Total No. of Memberships/ Chairmanship of Committees
across all companies |
|
|
|
|
Member |
Chairman |
| Mr. Babulal A. Singhvi |
— |
4 |
2 |
— |
1 |
| Mr. Ashok A. Singhvi |
— |
3 |
1 |
— |
— |
| Mr. Mukesh B. Singhvi |
— |
4 |
2 |
— |
— |
| Mr. Jitendra S. Singhvi |
— |
5 |
1 |
1 |
1 |
| Mr. Sandeep T. Singhvi |
— |
4 |
1 |
2 |
— |
| Mr. Lekhrai P. Kanungo |
|
5 |
— |
— |
2 |
| Dr. Seema Shrimal |
- |
4 |
— |
2 |
3 |
* (Excluding alternate directorship and directorship in private limited companies,
Foreign Companies and section 25 Companies).
Mr. Babulal Singhvi is a Executive Chairman, Mr. Ashok A. Singhvi,Mr. Mukesh B. Singhvi
are the executive director. Mr. Lekhraj P. Kanungo & Dr. Seema Shrimal are the
Independent Director, Mr. Jitendra S. Singhvi & Mr. Sandeep T. Singhvi are the non -
executive director. All the Directors attended the last Annual General meeting held on
30th September, 2010.
6 Board Meetings were held during the financial year 2010-2011, as against the minimum
requirement of 4 meetings. The dates on which meetings were held are given below:
[30.04.2010,30.06.2010, 16.08.2010,30.09.2010,31.10.2010 and 15.02.2011]
3 AUDIT COMMITTEE
The company has an audit committee with scope of activities as set out in clause 49 of
the Listing Agreement with the stock exchange read with Section 292A of the Companies Act,
1956. The broad terms of reference of the audit committee are as under: -
The primary objective of this committee is to monitor and provide effective supervision
of the financial control and reporting process. The terms of reference of the Audit
Committee are in tandem with those laid down by stock exchange regulations and provisions
of the Companies Act. In particular the Committee would review the financial reporting
process, internal audit process, adequacy of internal control system, risk management
policies and management audit process. The committee would also adopt matters such as
auditors report, appointment of statutory auditors and their remuneration before
consideration by the Board of Directors.
The audit committee presently consists of four directors viz Mr. Lekhraj P.Kanungo, as
Chairman, Dr. Seema Shrimal as independent directors and Mr. Sandeep T. Singhvi &
Jitendra S. Singhvi are as Non- Executive directors.
The committee met 5 times during the year on 28-04-10,14-08-10,28-09-10,31-10-10 and
14-02-11.
| Members |
Committee meetings attended |
| Shri Lekhraj P. Kanungo |
5 |
| Shri Sandeep T. Singhvi |
5 |
| Dr. Seema Shrimal |
5 |
| Shri Jitendra S. Singhvi |
5 |
The Chairman of the committee Mr. Lekhraj P. Kanungo was present at the Annual General
Meeting held on 30th Sep 2010.
4 REMUNERATION COMMITTEE:
The Policy of the company is not to make payment of remuneration to any director of the
company hence no remuneration committee is constituted for that matter.
5 SHAREHOLDERS / INVESTORS GRIEVANCE AND SHARE TRANSFER COMMITTEE :
The Sahreholders / Investors Grievance and Share Transfer Committee consists of 3
non-executive Directors viz:-
| 1 |
Shri Lekhraj P. Kanungo |
Chairman of the Committee |
| 2 |
Shri Mukesh B. Singhvi |
Non-Executive Director |
| 3 |
Dr. Seema Shrimal |
Non-Executive Director |
The committte met 4 times during the year
During the year, no complains were received from the shareholders.
6 GENERAL BODY MEETINGS
Location and time for last three Annual General Meeting were:
| Year |
AGM |
Location |
Date |
Time |
| 2007-2008 |
AGM |
48, Prospect Chambers Annex, 5th Floor, 317, Dr. D.N. Road, Fort, Mumbai- 400001 |
25th Sept., 2008 |
5.00 P.M. |
| 2008-2009 |
AGM |
Same as above |
30th Sept., 20C9 |
5.00 P.M. |
| 2009-2010 |
AGM |
Same as above |
30th Sept., 2010 |
5.00 P.M. |
All special resolutions moved at the last Annual General Meeting were passed, by show
of hands unanimously by all members present at the meeting. No postal ballots were used /
invited for voting at these meetings.
7 DISCLOSURES
I. Details of Related Party Transactions
As required by the accounting standard AS-18 the details of related party, transaction
are given in Note No. 4 of Schedule "Q" to the annual accounts.
II. Disclosure of accounting treatment in preparation of financial statements
The company has generally followed the guidelines of Accounting Standards laid down by
the Institute of Chartered Accountants of India (ICAI) in preparation of financial
statement. Except Accounting Standard 15 "Employee Benefits".
III. Details of Non Compliance by the company
There have been no instances of non-compliance by the Company on any matters related to
the capital markets, nor any penalty / strictures have been imposed on the Company by the
Stock Exchange or SEBI or any other statutory authority on such matters.
IV. Compliance with clause 49 of the listing agreement
The company is fully compliant with the applicable mandatory requirements of clause 49
of the listing Agreement.
8 MEANS OF COMMUNICATIONS :
| Half Yearly report sent to each household of share holders |
No |
| Quarterly & Half yearly results |
Are published in "The Free Press Journal" & "Nav Shakti". |
| Any website, where displayed, whether it also displays Official news releases, and the
presentation to institutions investors or to the analysts. |
No |
| Whether MD & A is a part of Annual Report or not |
No |
9 GENERAL SHARE HOLDERS INFORMATION
9.1 Annual General Meeting
| Date and Time : |
30th September, 2011 at 5.00 P.M. |
| Venue : |
48, Prospect Chambers Annex, 5th Floor, 317, Dr. D.N. Road, Fort,Mumbai-400001 |
| 9-2 Tentative Financial Calendar : |
Results for quarter ending 30th June, 2011 2nd week of Aug.2011. |
|
Results for quarter ending 30th Sept,2011 2nd week of Nov. 2011 |
|
Results for quarter ending 31st Dec,20; 2nd week of Feb, 2012. |
|
Results for quarter ending 31st Mar, 2012 2nd week of May, 2012. |
| 9.3 Book closure date : |
24th September 2011 to 30th September 2011 |
| 9.4 Dividend payment date |
The Directors have not recommended any dividend on equity shares for the financial
year 2010 - 2011. |
| 9.5 Listing of equity shares on Stock Exchange : at Stock Code |
The Bombay Stock Exchange Ltd., Mumbai |
| 9.6 Stock Code |
506540 |
| 9.7 Stock market date |
Since the shares are not actively traded hence no detsils is given. |
9.9 Registrar and Share Transfer work of the company is done in house.
9.9 Share Transfer System
The Board has constituted a share transfer committee for physical transfer of shares.
Shares lodged for transfer are normally processed within 15 days from the date of
lodgment, if the documents are clear in all respects.
9.10 Distribution of Shareholding as on 31st March 2011:
| No. of Shares |
No. of holder |
% of Shareholders |
No. of Share held |
Voting Strength (%) |
| Upto 5000 |
205 |
97.15 |
6375 |
2.55 |
| 501 -1000 |
1 |
0.47 |
625 |
0.25 |
| 1001 -2000 |
1 |
0.47 |
1935 |
0.77 |
| 2001 - 3000 |
1 |
0.47 |
2500 |
1.00 |
| 3001 - 10000 |
2 |
0.97 |
8550 |
3.42 |
| 10001 and above |
1 |
0.47 |
230015 |
92.01 |
| Total..... |
211 |
100.00 |
250000 |
100.00 |
Shareholding pattern:_
| Category |
As on 31st March, 2001 |
|
No. of Shares |
% |
| Promoters/Persons acting in concern |
230075 |
92.03 |
| UTI & Mutual Funds |
-- |
--- |
| Financial Institutions/Banks/Insurance Companies |
-- |
--- |
| Private Corporate Bodies |
626 |
0.25 |
| Resident Individuals |
19299 |
7.72 |
| NRIs/OCBs |
- |
--- |
| Total. |
250000 |
100 |
9.11 Dematerialisation of shares
No Dematerialisation of the equity shares of the company has been carried out.
9.12 Outstanding GDR/ Warrants and convertible Bonds, conversion date and likely impact
on equity : None
9.13 Plant Location:
a) Kandla: ZERA PORT, New Kandla, 370 210
b) Jakhau: Jakhau: Kutch, Taluka: Abadasa, 370 640
9.14 Investors Correspondence:
Registered Office of the Company: 48, Prospect Chambers Annexe,
5th Floor, 317, Dr. Dadabhoy Naoroji Road, Fort, Mumbai-400 001
10 COPE OF CONDUCT
Your Company has always encouraged and supported compliance to ethical business
practices in personal and corporate by its employees. Your Company in order to further
strengthen corporate practices has framed a specific code of conduct for the members of
the Board of Directors and Senior Management personnel of the Company.
For and on behalf of the Board of Directors
(BABULAL A. SINGHVI)
CHAIRMAN
Gandhidharh, 20th August, 2011
+91-9892691696
