Tripex Overseas Ltd Directors Report.

TRIPEX OVERSEAS LIMITED ANNUAL REPORT 2005-2006 DIRECTORS REPORT To, The Members, TRIPEX OVERSEAS LIMITED Ahmedabad. Your Directors have pleasure in presenting herewith their 11th Annual Report together with the Audited Statements of Accounts for the ear ended 31st March, 2006. FINANCIAL RESULTS: 2005-06 2004-05 Sales & Other Income 198346.738 35793.834 Total Expenditure 163567.579 35451.956 Profit/(Loss) before Interest 34779.159 341.878 and depreciation Less: 1. Interest 991.384 - 2. Depreciation 3008.974 3.175 Profit (Loss) during the year 30778.801 338.703 Less: Provision for Taxation: - Current 2760.798 28.000 - Deferred 5927.590 - Net Profit (loss) 22090.414 310.703 Balance carried to Balance Sheet 4584.611 (1637.284) DIVIDEND: During the year your company has declared and paid maiden interim dividend of Rs.0.75 (7.5%) per Equity Share. Your Directors are pleased to recommend Final Dividend of Rs.0.75 (7.5%) per Equity Share on Enhanced share capital of Rs.804.43 Lakhs, divided into 80,50,000 equity shares of Rs.10/- each, for the financial year ended 31st March 2006. Considering the Interim Dividend of Rs.0.75 (7.5%) per Equity Share already paid, the total dividend for F.Y. 2005-06 works out to 15% per Equity Share. The total Dividend Payout including Dividend Distribution Tax of Rs.16.94 lakhs would absorb Rs.137.69 lakhs (previous year Rs.Nil), which works-out 62.33% of PAT. This will be the first ever dividend declared by your company. PRESENT OPERATIONS & FUTURE PROSPECTS: During the year the company has taken over two dyes and intermediates manufacturing units viz. M/s. JS Chemical and M/s. Solvochem Industries on going concern basis and performance of both the units have been satisfactory. The company plans to give more thrust on export market for its dyes and intermediates business. The Companys Sales Domestic and Export have increased to Rs.1933.55 lakhs as against Rs.357.37 lakhs for the previous year, registering an increase of 441%. The Net Profit has gone up to Rs.220.90 lakhs compared to Rs.3.10 lakhs in the previous year, registering a growth of 71 times of the previous year. The Companys aggressive thrust on expanding export market particularly Japan, Germany, UK & USA have yielded good results. The Company has achieved a total export sales of Rs.227.10 lakhs. EXPANSION AND CAPACITY ENHANCEMENT: Looking at the thrust of our products and increasing demand in international market your company decided to set up a complete new unit at Naroda, Ahmedabad for manufacturing Hair Dyes and D.T.P.T. and to augment the fund requirement came out with the issue of 30,00,000 equity shares on preferential basis. Your company has successfully allotted 29,50,000 equity shares of Rs.10/- each at a premium of Rs.31/- to the non promoters of the company and managed to raise Rs.1209.50 Lacs. After setting up the unit the trial run was also successfully carried out in the month of March 2006. Your company is also in pipeline to enhance further capacity through amalgamation of three different units which are engaged in the same line of business. The scheme of amalgamation was duly approved by your Board of Director and further the same has been submitted to the Bombay Stock Exchange Ltd. For their approval as required under the Listing Agreement your director are hopeful to get the permission of the Bombay Stock Exchange Ltd. Shortly. RESEARCH & DEVELOPMENT: We have sharpened our focus on R & D, which has been the trust area during the year and your company will continue to commit significant funds to strengthen the R & D capabilities to successfully counter the challenges in the world of dyes and intermediates. Your company has established a modern Research and Development laboratory with most modern equipments such as Macbath, Spectrophotometer, HPLC, TLC, Paper Chromotograph, Rota Dyer, Anti dusting test apparatus etc. Your company is constantly developing new products to meet the customers demanding requirements. The R&D work of the company specialize in: * Innovation of new product and techniques * Sophistication in instrumentation * Research for availability of new raw materials with international quality and standards. * Research for new cost effective product. * Adopt innovation in process technology to conserve energy and time. * Develop eco friendly product. DIRECTORS: Shri Kiritbhai Patel and Shri Laxminarayan Patel retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. Your Directors recommend their re-appointment. LISTING: The shares of the Company are listed at Bombay Stock Exchange Ltd., and the fees for the year 2006-07 have been duly paid. The Shares of the Company have been delisted from the Ahmedabad Stock Exchange Ltd., w.e.f. 27.02.2006 as confirmed by their letter no. ASEL/2006/810 dated 23.02.2006. FIXED DEPOSITS: The company has not accepted any fixed deposits and as such, no amount of principal or interest was outstanding as of the date of Balance Sheet. DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to Section 217(2AA) of Companies Act, 1956, it is hereby confirmed that: a) That in the preparation of the annual accounts for the financial year ended 31st March, 2006, the applicable accounting standards have been followed and there is no material departures from the same; b) That the Directors have selected such accounting policies and applied them ar and of consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year; c) 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; and d) That the Directors have prepared the annual accounts for the financial year ended 31st March, 2006 on a going concern basis. CORPORATE GOVERNANCE: A separate report on Corporate Governance as prescribed by the Listing Agreement of the relevant Stock Exchanges forms part of the Annual Report 2006-07 along with Certificate as received form M/s. Naimish K. Shah & Co., Auditors of the company on its compliance. MANAGEMENT DISCUSSION AND ANALYSIS: As required under Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report for the financial year ended as on 31st March, 2006, is annexed to this report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS/OUTGO: The statement of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 217(1)(e) of the Companies Act. 1956, read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, is annexed herewith as Annexure A which forms part of this report. PARTICULARS OF EMPLOYEES: Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable since none of the employees was in receipt of total remuneration of Rs.24,00,000/- or Rs. 2,00,000/- p.m. during the financial year. AUDITORS: M/s. Naimish K. Shah & Co., Chartered Accountants, Auditors of the Company who retires at the ensuing Annual General Meeting are eligible for reappointment and have expressed their willingness to accept office, if re- appointed. The Company has received a certificate from M/s. Naimish K. Shah & Co., Chartered Accountants, under Section 224(1B) of the Act, 1956 informing that the reappointment, if made, would be within the statutory limit. ACKNOWLEDGMENT: The directors place on records their appreciations, of the support and cooperation received from the employees at all level in achieving the overall result in a challenging and through competitive environment. The directors also record their appreciation of the continued support and encouragement received from their customers, suppliers and acknowledges the assistance and cooperation extended by the companys bankers. By Order of the Board Registered Office: For TRIPEX OVERSEAS LIMITED 317, Saman Complex, Opp. Nalanda Complex, Vastrapur, Ahmedabad-380 015 Ashok Jain Dated: 13th April, 2006 Chairman & Managing Director ANNEXURE TO THE DIRECTORS REPORT Particulars pursuant to section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Directors Report) Rules, 1988: A. CONSERVATION OF ENERGY: 1) Energy Conversation measures taken: The Company has formed a strong technical department headed by a senior personnel to continuously monitor energy consumption and plan and execute energy conservation schemes. Effective measures are being taken for overall technological up gradation of plant and machinery. 2) Total energy consumption and energy consumption per unit of production: 2 A) POWER AND FUEL CONSUMPTION: 1) Electricity 2005-06 2004-05 a) Purchased: Unit 2,95,038 NIL Total Amount (Rupees) 14,60,440 Rate/Unit (Rupees) 4.95 b) Own Generation: 1) Through Diesel Generator: Unit 161,460 NIL Unit per Ltr. of Diesel Oil 3.42 Average rate per unit -8.65 2) Through Steam Turbine Generation NIL NIL Units Units per Lt. of FUel/Oil/Gas Cost/Unit 3) Coal (Specify Quality and where used): Qty. (M.T.) Lignite NIL NIL Total Cost (Rs.) Avg. Rate (Rs.) Cost of Consumption per unit of Production (M.T.) 4) Furnace Oil NIL NIL Qty. (K. Ltrs.) Total Amount Avg. Rate (Rs.) 5) Others/Internal Generation NIL NIL Qty. Total Cost Rate/Unit B) TECHNOLOGY ABSORPTION: a) Research and Development: i) Specific areas in which R & D carried out by the Company: Your Company continue to test and work with, technologies and engage, in Research & Development program. Efforts of the Company are directed towards quality control and a improvement of in-house expertise. ii) Benefits derived as a result of the above R & D: The above R&D activities have resulted in improvement of product quality and cost effectiveness. b) Technology Absorption and Innovation: The Company has been putting emphasis to train its technical personnel by way of providing training to them for the latest technology available. It has resulted in a better quality of product has been brought to the International Standard, besides improving the productivity and reducing the wastage. C. FOREIGN EXCHANGE EARNINGS/OUT GO: Particulars 2005-06 2004-05 Foreign Exchange Earned: Export of Goods on FOB Basis 227,10,339 Nil Foreign Exchange Used: Foreign Travailing 497,200 - On behalf of the Board Place: Ahmedabad Date : 13th April, 2006 Ashok Jain Chairman-Managing Director MANAGEMENT DISCUSSION AND ANALYSIS REPORT As required under Clause 49 of Listing Agreement, a Management Discussion & Analysis report is given below: INDUSTRY STRUCTURE AND DEVELOPMENTS: Your company is engaged in the business of manufacturing and trading of wide range of organic chemicals used as dyes and intermediates in the textile, pharma and colour industries. The products are sold in both in domestic and export market. The products of your company are mostly industrial inputs and customers are industries which are engaged in business of Bulk drugs, textile, packaging, petrochemicals, inks etc. During the year under review performance of your company has been encouraging. Due to improvement in domestic market your company has achieved tremendous level of turnover. Your directors are hopeful to achieve better growth in export market for its dyes intermediates. Your directors are hopeful that the company is in position to compete in the international market. OUTLOOK ON OPPORTUNITIES, THREATS, RISK AND CONCERNS: As far as the future outlook is concerned, the company is expects to increase the scope of the business in the future, considering the fact that industrial growth of textile is picking up. The company is planning to expand its existing export Market. In view of present liberalised textile policy of Central Government the Company has excellent opportunity to perform better in future. As considering the threats & risks factors, Government set up and the policies looking at WTO regime, may effect the performance of the Company. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: Your Company is committed to maintaining high standards of internal controls designed to provide accuracy of information, efficiency of operations, and security of assets. The company has adequate internal controls commensurate with the size and nature of its operations to ensure orderly and efficient conduct of business. These controls ensure the safeguarding of assets, prevention and detection of fraud and error, the accuracy and completeness of the accounting records, timely preparation of reliable financial information and adherence to companies policies, procedures and legal obligations. the audit committee of the Board of Directors meets periodically to review the performance as reported by the auditors: FINANCIAL PERFORMANCE: The companys Income for the Financial Year 2005-06 is Rs.1983.47 Lacs. The Company has earned net profit after tax of Rs. 220.90 Lacs. Net sales have increased by 441% to Rs.1933.55 Lacs compared to Rs.357.37 Lacs of the previous year. HUMAN RESOURCES: The company continues to have harmonious and cordial relations with its employee at all locations. Induction programmes are held for new employee and training program and workshop are held both at global and local levels to sharpen the skill of the staff. The company is currently engaged in the implementation of strong HR practices and systems, comprising recruitment procedures, performance appraisals, compensation, reward system and training procedures. The companys rich intellectual capital, supplemented by new HR practices, is expected to improve its operational efficiencies leading to sustainable growth. CAUTIONARY STATEMENT: Management Discussion and Analysis report are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized by the Company. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operation include global and Indian market conditions, Government set up, changes in the Government Regulations, Tax regimes and such other factor. The Company assumes no responsibility to publicly amend, modify or revise any of these statements on the basis, of any subsequent developments, information or events.