contents - Pan Parag

Transcription

CONTENTS
Board of Directors
2
Our Founder
3
Notice
4-8
Directors’ Report
9-10
Auditors’ Report
11-13
Balance Sheet
14
Profit & Loss Account
15
Schedules to Accounts
16-25
Balance Sheet Abstract
26
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BOARD OF DIRECTORS
AUDIT COMMITTEE
Chairman & Managing Director
Chairman
DEEPAK KOTHARI
PRAMOD KUMAR TANDON
Deputy Managing Director
Members
MITESH KOTHARI
DEEPAK KOTHARI
DR. AVINASH GUPTA
Directors
KAMLESH MEHTA
DR. AVINASH GUPTA
PRAMOD KUMAR TANDON
REMUNERATION COMMITTEE
KAMLESH MEHTA
Chairman
Company Secretary
PRAMOD KUMAR TANDON
PRAGATI PANDEY
Members
DR. AVINASH GUPTA
AUDITORS
KAMLESH MEHTA
MEHROTRA & MEHROTRA
Chartered Accountants
16/49, Civil Lines,
Kanpur – 208 001
REGISTERED OFFICE & SECRETARIAL DEPARTMENT
“Pan Parag House”, 24/19, The Mall, Kanpur – 208 001.
Visit us on Internet at :
http://www.panparag.com
E-mail : [email protected]
Ph. Nos. (0512) 2312171-74, Fax No. (0512) 2312058
INVESTORS’ GRIEVANCE E–MAIL ID
[email protected]
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NOTICE :
Notice is hereby given that the Fourth Annual General Meeting of the Members of Pan Parag India Limited will be
held on Friday, the 23rd September, 2011 at "Royal Cliff", 113/72, Swaroop Nagar, Opposite Motijheel Gate No.1,
Kanpur at 11.00 A.M., to transact the following business :ORDINARY BUSINESS :
1. To consider and adopt the Audited Balance Sheet of the Company as at 31st March, 2011 and the Profit & Loss
Account for the financial year ended on that date and the Reports of the Directors and Auditors thereon.
2. To declare a dividend for the aforesaid financial year on the 6% Non Cumulative Redeemable Non Convertible
Preference shares of Rs.10/- each.
3. To appoint a Director in place of Sri Kamlesh Mehta, who retires by rotation and being eligible, offers himself for
re-appointment.
4. To appoint a Director in place of Dr. Avinash Gupta, who retires by rotation and being eligible, offers himself for
re-appointment.
5. To re-appoint M/s.Mehrotra & Mehrotra, Chartered Accountants, retiring Auditors, as Auditors of the Company
and to authorise the Board of Directors of the Company to fix their remuneration.
SPECIAL BUSINESS :
6. To consider and if thought fit, to pass with or without modification(s), the following as a Special Resolution:"RESOLVED THAT pursuant to Section 16 of the Companies Act,1956 and other applicable provisions if any,
the Memorandum of Association of the Company be altered in the following manner:
In Clause III (B) sub-clause 3 of the Memorandum of Association the word "incidenal" in the 6th line be substituted
by the word "incidental".
In Clause III (B) sub-clause 4 of the Memorandum of Association the word "decrease" in the 3rd line be substituted
by the word "decrees".
In Clause III (B) sub-clause 9 of the Memorandum of Association the heading for the said clause "Guarantee and
Surety" be substituted by the word "Guarantee and Surety for securities".
In Clause III (B) sub-clause 10 of the Memorandum of Association the heading for the said clause "Guarantee
and Surety" be substituted by the word "Guarantee and Surety for payment of money".
In Clause III (B) sub-clause 14 of the Memorandum of Association the word "seen" in the 5th line be substituted
by the word "seem".
In Clause III (B) sub-clause 18 of the Memorandum of Association the word "recongnition" in the 1st line be
substituted by the word "recognition".
In Clause III (B) sub-clause 19 of the Memorandum of Association the word "weather" in the 1st line be substituted
by the word "whether".
In Clause III (B) sub-clause 23 of the Memorandum of Association the word "gratutously" in the 2nd line be
substituted by the word "gratuitously".
In Clause III (C) sub-clause 5 of the Memorandum of Association the word "purched" in the 5th line be substituted
by the word "punched".
In Clause III (C) sub-clause 12 of the Memorandum of Association the words "problem clke" in the 2nd line be
substituted by the word "coke" .
In Clause III (C) sub-clause 17(b) of the Memorandum of Association the word "properietors" in the 1st line be
substituted by the word "proprietors".
In Clause III (C) sub-clause 18 of the Memorandum of Association and the word "bureauts" in the 4th line be
substituted by the word "bureaus".
In Clause III (C) sub-clause 19 of the Memorandum of Association the word "properietors" in the 6th line be
substituted by the word "proprietor" and the word "libraties" in the 7th line be substituted by the word "libraries"
and the word "threatrical" in the 9th line be substituted by the word "theatrical".
In Clause III (C) sub-clause 23 of the Memorandum of Association the word "serticulture" in the 1st line be
substituted by the word "sericulture" and the word "fluides" in the 8th line be substituted by the word "fluids".
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7.
In Clause III (C) sub-clause 24 of the Memorandum of Association the word "good" in the 2nd line be substituted
by the word "food".
In Clause III (C) sub-clause 29 of the Memorandum of Association the word "die" in the 3rd line be substituted
by the word "dye".
In Clause III (C) sub-clause 30 of the Memorandum of Association the word "filte" in the 4th line be substituted
by the word "filter" and the word "varities" in the 7th line be substituted by the word "varieties".
In Clause III (C) sub-clause 33 of the Memorandum of Association the word "lighermen" in the 4th line be
substituted by the word "lightermen".
In Clause III (C) sub-clause 35 of the Memorandum of Association the word "weather" in the last line be substituted
by the word "whether".
To consider and if thought fit, to pass with or without modification(s), the following as a Special Resolution:
"RESOLVED THAT pursuant to Section 31 of the Companies Act,1956 and other applicable provisions if any,
the Articles of Association of the Company be altered in the following manner :
"In Article 4 (2) of the Articles of Association the word "priviledges" in the 4th line be substituted by the word
"privileges".
In Article 12 (2) of the Articles of Association the word "endrosement" in the 4th line be substituted by the word
"endorsement".
In Article 19 of the Articles of Association the word "defendent" in the 5th line be substituted by the word "defendant".
In Article 22 of the Articles of Association the word "then" in the 1st line be substituted by the word "than".
In Article 26 of the Articles of Association the word "annual" in the 2nd line be substituted by the word "annul".
In Article 28 of the Articles of Association the word "intrest" in the 1st line be substituted by the word "interest".
In Article 34 (1) of the Articles of Association the word "in" in the 10th line be substituted by the word "is".
In Article 34 (2) of the Articles of Association the word "therof" in the 3rd line be substituted by the word "thereof".
In Article 36 of the Articles of Association the word "things" in the 2nd line be substituted by the word "thinks".
In Article 37 of the Articles of Association the word "from" in the 3rd line be substituted by the word "form."
In Article 42 of the Articles of Association the word "book" in the 1st line be removed and in the heading the word
"books" be added after the word "transfer".
In Article 46 (C) (v) of the Articles of Association the word "if" in the 2nd line be substituted by the word "of".
In Article 51 of the Articles of Association the word "Register" in the last line be substituted by the word "Registrar".
In Article 67 of the Articles of Association the word "at" be inserted in the 3rd line after the word "transacted".
In Article 77 of the Articles of Association the words "and has" before the word "exercised" in the last line be
removed.
In Article 84 of the Articles of Association the word "on" in the 4th line be substituted by the word "or".
In Article 96 of the Articles of Association the word "descretions" in the 3rd line be substituted by the word
"discretions".
In Article 99 of the Articles of Association the word "primaficie" in the last line be substituted by the word "prima
facie".
In Article 104 of the Articles of Association the word "generally" in the 3rd line be substituted by the word "generality".
In Article 106 of the Articles of Association the word "thin" in the 2nd line be substituted by the word "thing".
In Article 110 of the Articles of Association the word "an" in the 3rd line be substituted by the word "and".
In Article 111 of the Articles of Association the word "commerce" in the 1st line be substituted by the word
"commence".
In Article 142 of the Articles of Association the word "of" in the 7th line be substituted by the word "or".
8.
To consider and if thought fit, to pass with or without modification(s), the following as a Special Resolution:"RESOLVED THAT approval of the Company be and is hereby given, pursuant to the provisions of section
149(2A) of the Companies Act, 1956, to the commencement by the Company of new businesses, provided in
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clause 26 of the Object Clause III [C] of the Memorandum of Association of the Company which has been
reproduced as under:
26."To buy, sell and deal in shares and securities, foreign exchange, gold, diamond, precious stones, jewellery,
silver, cotton, jute hessian, oils, oils-seeds and commodities of all kinds agricultural or otherwise, finished or
unfinished and to take delivery and hold them as permitted under the law from time to time in force and to
speculate in shares and securities."
9.
To consider and if thought fit, to pass with or without modification(s), the following as a Special Resolution:"RESOLVED THAT approval of the members of the Company be and is hereby granted for making investments,
of the surplus funds of the Company, making Loan to any other Body Corporate, giving any guarantee, or
providing security, in connection with a loan made by any other person to, or to any other person by, any body
corporate in excess of 60% of the paid-up share capital and free reserves of the company or 100% of the free
reserves of the Company whichever is more, subject to maximum of Rs.200 Crores outstanding at any one point
of time, in the Shares of Companies specified in BSE 500 Index, Units of Mutual Funds registered with SEBI like
Reliance, Religare, IDFC, Kotak, Sundaram, Principal, LIC, SBI, HDFC, PRUDENTIAL ICICI, Standard Chartered,
IDBI, BIRLA Mutual Funds etc. either in the Debt funds and/or balanced funds and/or Equity funds and/or MIP(s)
and/or G-Sec Funds and/or Liquid Funds and /or Hybrid Funds either open ended or close ended either cumulative
or non-cumulative or any combination thereof and also Mutual Funds of Nationalised/Scheduled Banks/Foreign
Banks and/or UTI or any other Corporate Bodies formed under the Act of Parliament."
10. To consider and if thought fit, to pass with or without modification(s), the following as an Ordinary Resolution:"RESOLVED THAT the consent of the Company be and is hereby granted in terms of Section 293(1)(a) and all
other applicable provisions of the Companies Act, 1956 (including any statutory modification or re-enactment thereof,
for the time being in force), to the Board of Directors (hereinafter referred to as "the Board") to mortgage and/or
charge, in such form and manner and with such ranking and at such time and on such terms and conditions as the
Board may determine, subject to maximum amount of Rs.50 Crores of charges outstanding at any time, on all or
any of the movable and/or immovable property(ies) of the company, both present and future and/or whole or any
part of the undertaking(s) of the Company together with the power to take over the management of the business
and concern of the Company in certain events of default, in favour of the Lender(s), Agent(s) and Trustee(s) for
securing the borrowing(s) to be availed by the Company, by way of loan(s) (in foreign currency and/or Indian
currency) and Securities (comprising fully/partly convertible and/or non-convertible debentures with or without
detachable warrants and/or secured premium notes and/or floating rates notes/bonds or other debt instrument) to
be issued by the Company from time to time, together with interest at the respective agreed rates, additional
interest, compound interest and in case of default, accumulated interest, liquidated damages, commitment charges,
premia on prepayment, remuneration of the Agent(s)/Trustees, premium (if any) on redemption, all other costs,
charges and expenses, including any increase as a result of devaluation/revaluation/fluctuation in the rates of
exchange and all other monies payable by the Company in terms of loan Agreement(s)/other Agreement(s)/Debenture
Trust Deed(s) or any other document, entered into/to be entered into between the Company and the Lender(s)/
Agent(s) and Trustee(s) in respect of said loans/borrowings/debentures/other securities and containing such specific
terms and conditions and covenants in respect of enforcement of security as may be stipulated in that behalf and
agreed to between Board of Directors and the Lender(s)/Agent(s) and Trustee(s).
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the
Company be and is hereby authorized to finalise, settle and execute such documents/deeds/writings/papers/
agreements as may be required and to do all such acts, deeds, matters and things, as it may in its absolute
discretion deem necessary, proper or desirable and to settle any question difficulty or doubt that may arise in
regard to creating mortgages/charges as aforesaid."
Regd. Off :
‘PAN PARAG HOUSE’
24/19, THE MALL,
KANPUR - 208 001
DATE : 5th August, 2011
By Order of the Board
For Pan Parag India Limited
(DEEPAK KOTHARI)
CHAIRMAN & MANAGING DIRECTOR
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NOTES :
1.
2.
3.
4.
5.
6.
7.
A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO
ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF
THE COMPANY.
Proxies, in order to be effective should be completed, stamped and signed and must be deposited at the Registered
Office of the Company not less than 48 hours before the commencement of the meeting.
The Register of Members of the Company shall remain closed from Friday, the 16th September, 2011 to Friday,
the 23rd September, 2011 (both days inclusive).
THE MEMBERS HOLDING PHYSICAL SHARES ARE, IN THEIR OWN INTEREST, ADVISED TO SEND
IMMEDIATELY REQUESTS FOR CHANGE OF ADDRESS AND BANK PARTICULARS, IF ANY, TO OUR
REGISTRAR i.e. ALANKIT ASSIGNMENTS LTD., CORPORATE OFFICE, "ALANKIT HOUSE", 2E/21,
JHANDEWALAN EXTENSION, NEW DELHI - 110 055, PHONE NOS. (011) 23541234 / 42541234 & FAX NOS.
(011) 42541967 / 23552001. HOWEVER, THE MEMBERS HOLDING DEMAT SHARES ARE ADVISED TO
IMMEDIATELY INTIMATE THE CHANGE OF ADDRESS AND BANK DETAILS TO THEIR CONCERNED
DEPOSITORY PARTICIPANTS.
Members desirous of getting any information at the meeting about the accounts and operations of the company
are requested to send their query at the Registered office well in advance so that the same may reach the office
atleast seven days before the date of the meeting to enable the management to keep the information required
readily available at the meeting.
Section 109A of the Companies Act, 1956 has extended nomination facility to individuals holding shares in
Companies. Shareholders, in particular, those holding shares as sole holder are advised to avail of the above
facility in their own interest, by furnishing to the Company the particulars of their nominations. The prescribed
application form may be obtained by the shareholders from the Company's Secretarial Department at its Registered
Office.
The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing paperless
compliances by the Companies and has issued circulars stating that service of notice/documents including Annual
Report can be sent by e-mail to its members. To support this green initiative of the Government in full measure,
members who have not registered their e-mail addresses, so far, are requested to register their e-mail addresses,
in respect of electronic holdings with the Depository Participants. Members who hold shares in physical form are
requested to register the same with our Registrar Alankit Assignments Ltd., “Alankit House,” 2E/21 Jhandewalan
Extension, New Delhi-110 055.
EXPLANATORY STATEMENT PURSUANT TO SECTION 173 (2) OF THE COMPANIES ACT, 1956
ITEM NO.6 & 7
The resolutions at item No.6 & 7 mentioned in the notice relate to the corrections regarding the spelling and grammatical
errors in the Memorandum and Articles of Association of the Company. The present Memorandum and Articles of
Association of the Company contains the aforesaid errors and the same need to be rectified by the Company.
Pursuant to the provisions of Section 16 and Section 31 of the Companies Act, 1956 alteration in the Memorandum
and Articles of Association of the Company requires the approval of the members by way of special resolutions.
Therefore, the approval of the members is accordingly sought for the aforesaid corrections.
The Board of Directors of the Company recommends the resolutions at Item No.6 and 7 as set out in the notice for
approval of the members.
None of the Directors of the Company is in any way concerned or interested in this resolution.
A copy of the existing Memorandum and Articles of Association as well as the draft of the amended Memorandum
and Articles of Association of the Company is available for inspection by members at the Registered Office of the
Company during working hours on any working day.
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ITEM NO. 8
With a view to diversify the business of the Company, the Board of Directors of your Company has decided to
commence new businesses viz. of buying, selling and otherwise dealing in shares and securities, foreign exchange,
Gold, Diamond, precious stones, Jewellery, silver, cotton, jute hessian, oils, oil-seeds and commodities of all kinds
agricultural or otherwise etc.The aforesaid businesses, interalia, are covered under clause 26 of the "other objects"
clause of the Memorandum of Association of the Company. Since section 149(2A) of the Companies Act, 1956
requires passing of a special resolution by the members of the Company in a General Meeting for commencing any
business covered in other objects clause of the Memorandum of Association hence the proposed Special Resolution
under item no.8 of the notice is recommended by the Board to be passed by the members.
None of the Directors of the Company is, in any way, concerned or interested in the aforesaid resolution.
ITEM NO. 9
The surplus funds of the Company, not immediately required for the business of the Company, are required to be
invested by the Board of Directors of the Company, from time to time, in various securities viz. shares of other Bodies
Corporate, units of Mutual Funds etc. for earning reasonable gains thereon, for giving any guarantee, or providing
security, in connection with a loan made by any other person to, or to any other person by any body corporate. The
present investments etc., if any, of the Company taken together with the proposed investments may exceed the
limits prescribed under Section 372A of the Companies Act, 1956. Since the aforesaid section requires passing of a
Special Resolution for exceeding the limits prescribed there under, hence the proposed Special Resolution at item
No.9 of the notice.
The sources of funds for the aforesaid investments etc. shall be from internal accruals and the purpose of the aforesaid
investments etc. would be to deploy surplus funds from time to time in a profitable manner and corporate bodies and
funds etc. in which the investments will be made are as contained in the resolution subject to limits mentioned therein.
None of the directors of the Company are concerned or interested in the aforesaid resolution.
The Board of Directors, therefore, recommend passing of the aforesaid resolution by the members.
ITEM NO. 10
In order to meet the requirements of funds for the diversified business operations the Company needs to borrow from
Banks by way of various credit facilities. The borrowings by the Company, in general, are required to be secured by
mortgage or charge on all or any of the movable and/or immovable property (ies) of the Company in such form,
manner and ranking as may be determined by the Board of Directors of the Company from time to time, in consultation
with the lender(s).
The mortgage and/or charge on any of the movable and/or immovable property (ies) and/or the whole or any part of
the undertaking(s) of the Company, to secure borrowings of the Company with a power to the charge holders to take
over the management of the business and concern of the Company in certain events of default, may be regarded as
disposal of the Company's undertaking(s) within the meaning of Section 293(1) (a) of the Companies Act, 1956.
Hence, it is necessary for the members to pass an ordinary resolution under the said section for the aforesaid
creation of charges.
The Board of Directors accordingly recommend the resolution set out in item no.10 of the accompanying notice for
the approval of the members.
None of the Directors of the Company is, in any way concerned or interested in the passing of the said resolution.
Regd. Off :
‘PAN PARAG HOUSE’
24/19, THE MALL,
KANPUR - 208 001
By Order of the Board
(DEEPAK KOTHARI)
CHAIRMAN & MANAGING DIRECTOR
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DIRECTORS’ REPORT
TO THE MEMBERS:
The Board of Directors of your company feel delighted in presenting its Fourth Report and Audited Annual Accounts
of the Company for the financial year ended 31st March, 2011.
FINANCIAL PERFORMANCE :
FINANCIAL
YEAR ENDED
31.03.2011
(Rs. IN LACS)
FINANCIAL
YEAR ENDED
31.03.2010
18111
423
3167
98
1042
2028
18733
253
1577
94
500
983
711
290
Profit available for appropriation
2739
1273
APPROPRIATIONS
Transfer to General Reserve
Proposed Dividend
Additional Tax on Proposed Dividend
Balance of Profit carried forward
203
398
65
2073
98
398
66
711
Net Sales
Other Income
Profit before Depreciation & Taxation
Less : Depreciation
Provision for Taxation:
Profit after Tax
Add : Balance of Profit brought forward
from previous year
2739
1273
2011 IN RETROSPECT
Your Directors are to report that the Company's sales turnover during the year under review has been Rs.18111 Lacs
as against Rs.18733 Lacs during the previous financial year. The Profit before Tax and Profit after Tax have been
Rs.3069 Lacs and Rs.2028 Lacs respectively during the aforesaid period.
EXPORT BUSINESS
During the aforesaid period the Company has exported its products to various countries amounting to Rs.8328 lacs
as against Rs. 4933 Lacs in the previous year.
DIVIDEND
Your Directors recommend a dividend of 6% (Rs. 0.60 per Preference share of Rs.10/- each) for the financial year
ended 31st March, 2011 subject to approval of shareholders in ensuing Annual General Meeting. The aforesaid
Dividend is tax free in the hands of the shareholders.
DIRECTORS
Sri Kamlesh Mehta and Dr. Avinash Gupta, Directors of the Company, who retire by rotation and being eligible, offers
themselves for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors confirm :
1. That in preparation of the Annual Accounts, the applicable Accounting Standards have been followed;
2. That the Directors have selected such Accounting policies and 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 the end of the financial
year ended 31.03.2011.
3. 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;
4. That the Directors have prepared the Annual Accounts on a going concern basis.
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CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information required under The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 is as under :[A] CONSERVATION OF ENERGY :
a) Energy Conservation Measures taken:
The Company has taken all measures for conservation of energy most economically.
b) Additional Investments & Proposals, if any, being implemented for reduction of consumption of energy: No
such investment is proposed.
c) Impact of measures at (a) & (b) above for reduction of energy consumption and consequent impact on Cost
of Production of Goods.
These measures have led to consumption of energy more economically and cost of production of goods has
gone down.
d) Form ‘A’ is not applicable to the company.
[B] TECHNOLOGY ABSORPTION :
The Company has not imported any technology and company's products are based on secret formulations which
are developed by the promoters from time to time and accordingly no technology as such is involved in the
manufacturing of the aforesaid products. Further, no separate R & D department exists in the company. However
whatever little R & D is carried out, the expenses relating to that being non quantifiable, are debited to the primary
heads of Account, because no separate staff is employed for this purpose. Hence, the information in form ‘B’ is Nil.
[C] FOREIGN EXCHANGE EARNINGS AND OUTGO :
(a) Activities relating to exports;
initiatives taken to increase
exports; Development of new export
markets for Trading Items and
Export Plans
} The Company's products are being exported directly as
} well as through Merchant Exporters to Mexico,
} Australia, Singapore, Middle East, Japan, Kenya,
} South Africa, U.K., New Zealand, Malaysia, Thailand,
} Greece, Mauritius, Netherlands, Brunei, Uganda and
} various other Countries. The Company is making
} continuous and vigorous efforts to increase its exports to the
} existing and new markets. The Company is planning to open
} the market in countries like Switzerland, Nigeria and Congo.
(b) Earnings in Foreign Currency
(c) Expenditure in Foreign Currency
CURRENT YEAR
8328
216
(Rs.in Lacs)
PREVIOUS YEAR
4933
69
AUDITORS & AUDITORS' REPORT
M/s Mehrotra & Mehrotra, Chartered Accountants, Auditors of the Company retire at the ensuing Annual General
Meeting and are eligible for re-appointment. They have furnished a certificate to the effect that their re-appointment
will be in accordance with the limits specified in Sub Sec. (1B) of Sec.224 of the Companies Act, 1956. There are no
qualifications or adverse remarks in the Auditors' Report which call for explanation by the Directors.
PARTICULARS OF EMPLOYEES
There are no employees who were in receipt of remuneration as specified in Sec.217 (2A) of the Companies Act,
1956 read with The Companies (Particulars of Employees) Rules, 1975 as amended.
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation for the co-operation and support extended by various
Government Departments, Bankers etc.
By order of the Board
Place : KANPUR
Date : 5th August, 2011
(DEEPAK KOTHARI)
CHAIRMAN &
MANAGING DIRECTOR
(MITESH KOTHARI)
DEPUTY MANAGING
DIRECTOR
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AUDITORS' REPORT
To,
The Members,
PAN PARAG INDIA LIMITED
1.
We have audited the attached Balance Sheet of Pan Parag India Limited as at 31st March, 2011 and Profit &
Loss Account for the year ended on that date annexed hereto. These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on these financial statements based
on our audit.
2.
We conducted our audit in accordance with auditing standards generally accepted in India. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our opinion.
3.
As required by the Companies (Auditors’ Report) Order, 2003 issued by the Central Government of India in
terms of sub-section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks of the
books and records of the Company as we considered appropriate and the information and explanations given to
us during the course of our audit, we report that, in our opinion:(i)
(a) The Company is maintaining proper records showing full particulars, including quantitative details and
situation of fixed assets.
(b) According to the information and explanations given to us, these fixed assets have been physically
verified by the management during the year and no material discrepancies were noticed on such verification.
(c) The disposal of fixed assets has been done in the normal course of business and it has not affected the
going concern.
(ii) (a) The stock of finished goods, semi-finished goods, raw material, stores & perfumes and have been
physically verified by the management at the end of the year. In our opinion, the frequency of verification is reasonable.
(b) The procedures of physical verification of stocks followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and the discrepancies noticed on physical
verification, which were not material, have been properly dealt with in the books of account.
(iii) (a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties
covered in the register maintained under Section 301 of the Companies Act, 1956.
(b) Not Applicable to the Company.
(c) Not Applicable to the Company.
(d) Not Applicable to the Company.
(e) The Company has not taken any loans, secured or unsecured from Companies, firm or other parties
covered in the register maintained under section 301 of the Companies Act, 1956.
(f)
Not Applicable to the Company.
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(iv) There is an adequate internal control system commensurate with the size of the Company and the nature of
its business, for the purchase of stocks and fixed assets, for the sale of goods and services. During the
course of our audit, we have not observed any continuing failure to correct major weaknesses in internal
control system.
(v) (a) To the best of our knowledge and according to the information and explanations given to us, the contracts or arrangements that need to be entered into a register in pursuance of section 301 of the Companies Act, 1956 have been so entered;
(b) Each of these transactions has been made at prices which are reasonable having regard to the prevailing market prices at the relevant time;
(vi) The Company has not accepted any deposits from the public. Therefore, reporting under clause 4(vi) of the
Companies (Auditors’ Report) Order, 2003 is not applicable to the Company.
(vii) The Company has integrated Internal Control cum audit system which involves reasonable internal audit
which is considered by us to be commensurate with size and nature of its business.
(viii) The maintenance of cost records has not been prescribed by the Central Government under clause (d) of
sub-section (1) of section 209 of the Companies Act, 1956 for the products manufactured by the Company.
(ix) (a) The Company is regular in depositing undisputed statutory dues including Provident Fund, Investor
Education and Protection Fund, Employees’ State Insurance, Income-tax, Sales tax / Value Added Tax,
Wealth Tax, Service tax, Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities.
(b) According to the information and explanations given to us, there are no undisputed amounts payable in
respect of Income-tax, Wealth-tax, Service-tax, Sales-tax / Value Added Tax, Custom duty, Excise
Duty and Cess as at 31st March, 2011 which were outstanding for a period of more than six months
from the date they became payable.
(c) According to the information & explanations given to us, details of dues of Income-tax, Sales-tax and
Excise duty which have not been deposited on account of any dispute are given below :
STATUTE
FINANCIAL YEAR TO WHICH THE
MATTER PERTAINS
FORUM WHERE MATTER
IS PENDING
Sales-tax /
Value Added
Tax
1991-92, 1992-93, 1994-95, 2000-01, 2001-02,
2005-06, 2006-07, 2007-08
Tribunal
2008-09, 2009-10, 2010-11
Joint Commissioner
2007-08, 2008-09
2000-01, 2001-02
2004-05, 2005-06, 2006-07, 2008-09
2000-01
Additional Commissioner- Appeal
High Court
Commissioner- Appeal
High Court
6445
17524
181644
350
1996-97, 1997-98, 1999-2000, 2000-01, 2001-02, 2002-03,
2003-04, 2004-05, 2005-06, 2006-07, 2008-09
CESTAT
505872
Excise Duty
AMOUNT
Rs. '000
99084
2388
(x)
The Company does not have any accumulated losses and it has not incurred cash losses during the
financial year and immediately preceding financial year.
(xi)
The Company does not have any dues payable to a financial institution or bank.
(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares,
debentures and other securities.
(xiii) The Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society. Therefore, the reporting under
Clause 4(xiii) of the Companies (Auditors’ Report) Order, 2003 are not applicable to the Company.
(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the reporting under clause 4(xiv) of the Companies (Auditors’ Report) Order, 2003 are
not applicable to the Company.
12
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(xv) To the best of our knowledge and according to the information and explanations given to us, the Company
has not given any guarantee for loans taken by others from bank or financial institutions.
(xvi) The Company has not taken any term loans during the year.
(xvii) As per information and explanations given to us, neither short-term funds nor long-term funds have been
raised during the year.
(xviii) The Company has not made any preferential allotment of shares during the year.
(xix) The Company has not issued any debentures during the year.
(xx) The Company has not raised any money by public issues during the year.
(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no
fraud on or by the Company has been noticed or reported during the year.
4.
Further to above, we report that:i.
we have obtained all information and explanations which to the best of our knowledge and belief were
necessary for the purpose of our audit.
ii.
in our opinion, proper books of accounts have been kept by the Company as required by the law, so far as
appears from our examination of those books.
iii.
the Balance Sheet and the Profit & Loss Account dealt with by this report are in agreement with the books of
accounts.
iv. in our opinion, Balance Sheet; and the Profit & Loss Account dealt with by this report comply with the
Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.
v.
based on the written representations received from the directors as on 31st March, 2011 and taken on
records by the Board of Directors, we report that none of the directors is disqualified from being appointed as
a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.
vi. in our opinion and to the best of our information and explanations given to us, the said accounts read with
Significant Accounting Policies and Notes thereon, give the information required by the Companies Act,
1956 in the manner so required and give a true and fair view :(a)
in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011; and
(b)
in the case of Profit & Loss Account, of the Profit of the Company for the year ended on that date.
For MEHROTRA & MEHROTRA
CHARTERED ACCOUNTANTS
Firm Regn No. 000226C
(ANURAG TANDON)
PARTNER
Membership No.078862
PLACE : KANPUR
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BALANCE SHEET AS AT 31st MARCH, 2011
I
Schedule
Nos.
As at 31.03.2011
(Rupees)
1
2
663697000.00
237446120.81
663697000.00
80939932.52
12751754.00
12080820.00
913894874.81
756717752.52
SOURCES OF FUNDS
Shareowners’ Fund
(a) Share Capital
(b) Reserves & Surplus
Deferred Tax Liability
TOTAL
II APPLICATION OF FUNDS
1 Fixed Assets
(a) Gross Block
(b) Less: Depreciation & Impairment
(c) Net Block
(d) Capital Work in Progress
As at 31.03.2010
(Rupees)
3
296210769.07
136247875.39
159962893.68
0.00
2 Investments
4
3 Current Assets, Loans & Advances
(a) Inventories
(b) Sundry Debtors
(c) Cash & Bank Balances
(d) Loans & Advances
5
6
7
8
Less: Current Liabilities & Provisions
(a)
Current Liabilities
(b)
Provisions
9
10
159962893.68
292264940.58
132348195.17
159916745.41
1422347.50
27846231.41
161339092.91
23618115.99
154285191.83
244081887.32
211147039.74
449997588.67
186861052.45
250863609.33
167572198.65
262240699.75
1059511707.56
867537560.18
134299761.84
199399518.00
181986255.56
114200744.00
333699279.84
296186999.56
Net Current Assets
Miscellaneous Expenses to the extent not written off
725812427.72
571350560.62
(a)
(b)
268994.00
4328.00
913894874.81
403491.00
6492.00
756717752.52
Preliminary Expenses
Pre-operative Expenses
TOTAL
Significant Accounting Policies &
Notes to the Accounts
16
As per our report of even date attached hereto.
Firm Regn. No. 000226C
Place : Kanpur
Dated : 5th August, 2011
(ANURAG TANDON)
Membership No. 078862
Partner
(DEEPAK KOTHARI)
(MITESH KOTHARI)
14
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14
2011/08/12, 03:00 PM
(PRAGATI PANDEY)
Company Secretary
PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED ON 31st MARCH, 2011
Schedule
Nos.
For the year ended
31.03.2011
(Rupees)
For the year ended
31.03.2010
(Rupees)
INCOME
Sales
11
1811142642.15
1873273874.04
Increase / Decrease in stock (+/-)
12
-15069922.24
-35802046.64
13
TOTAL
42326448.78
1838399168.69
25347862.71
1862819690.11
14
663388309.27
437728091.96
662982504.38
621551363.59
15
420559891.05
9776426.12
420648610.03
9351447.75
TOTAL
1531452718.40
306946450.29
1714533925.75
148285764.36
Other Income
EXPENDITURE
Materials Consumed
Excise Duty
Manufacturing, Selling, Distribution
and Administrative Expenses
Depreciation
PROFIT BEFORE TAXATION
PROVISION FOR TAXES :
Current Tax
Earlier years
Deferred Tax
102500000.00
1022280.00
670934.00
104193214.00
50000000.00
0.00
0.00
0.00
50000000.00
PROFIT AFTER TAXATION
Balance Brought Forward
202753236.29
71111356.52
98285764.36
29054912.16
AMOUNT AVAILABLE FOR APPROPRIATION
273864592.81
127340676.52
APPROPRIATIONS :
Transfer to General Reserve
Proposed Dividend on 6% Preference Shares
Provision for Tax on Proposed Dividend
Balance Carried Forward to Balance Sheet
Earning Per Share of Rs. 10/- each :
Basic
Diluted
20275324.00
39791820.00
6455228.00
66522372.00
207342220.81
9828576.00
39791820.00
6608924.00
56229320.00
71111356.52
3130.12
3130.12
1037.70
1037.70
Significant Accounting Policies & Notes to the Accounts 16
Place : Kanpur
(ANURAG TANDON)
Partner
(DEEPAK KOTHARI)
(MITESH KOTHARI)
(PRAGATI PANDEY)
Company Secretary
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2 0 1 1
As at
31.03.2011
(Rupees)
As at
31.03.2010
(Rupees)
10000000.00
10000000.00
690000000.00
690000000.00
500000.00
500000.00
663197000.00
663197000.00
663697000.00
663697000.00
SCHEDULE : 1
Share Capital
Authorised :
1000000 Equity Shares of Rs.10/- each
69000000 6% Redeemable non convertible,
non cumulative Preference Shares of Rs. 10/- each
Issued, Subscribed and Paid Up :
50000 Equity Shares of Rs.10/- each fully paid up
66319700 6% Redeemable non convertible,
non cumulative Preference Shares of Rs. 10/- each fully paid up
(Issued as per ‘Scheme of Arrangement’ to the
shareholders of Kothari Products Limited, without payment
being received in cash and redeemable at par on or before 17.03.2012)
TOTAL
SCHEDULE : 2
Reserves & Surplus
(a) General Reserve
As at Commencement of the year
Add : Transferred from Profit & Loss Account
(b) Profit & Loss Account - As per account annexed
9828576.00
20275324.00
TOTAL
0.00
9828576.00
30103900.00
207342220.81
237446120.81
9828576.00
71111356.52
80939932.52
SCHEDULE : 3 FIXED ASSETS
(Rupees)
PARTICULARS
GROSS BLOCK
As at
Additions
Transfer
31.03.10
DEPRECIATION
As at
Up To
For the
31.03.11
31.03.10
year
NET BLOCK
Adjustments
Up To
As at
As at
31.03.11
31.03.11
31.03.10
463485.40
Land
463485.40
0.00
0.00
463485.40
0.00
0.00
0.00
0.00
463485.40
Leasehold Land
357700.00
0.00
0.00
357700.00
223377.79
8754.79
0.00
232132.58
125567.42
134322.21
44163175.14
1422347.50
0.00
45585522.64
9543609.23
668795.31
0.00
10212404.54
35373118.10
34619565.91
0.00
16112800.00
0.00
525277.28
15587522.72
15850161.36
3532889.32 103782518.67
81760191.94
78801296.33
Building (Factory)
Residential House
16112800.00
0.00
Plant & Machinery
181425145.83
9432070.50
Motor Lorries
11572831.00
0.00
Motor Cars/Scooters
30259856.00
2083777.00
262638.64
262638.64
5314505.72 185542710.61 102623849.50
4691558.49
685400.00
10887431.00
6153975.55
896660.16
281616.03
6769019.68
4118411.32
5418855.45
2010045.00
30333588.00
9954225.55
2867385.42
1001704.87
11819906.10
18513681.90
20305630.45
1084.40
0.00
1084.40
0.00
683.30
0.00
683.30
0.00
0.00
401.10
Computers
1247574.92
137218.38
37725.92
1347067.38
751483.17
154350.15
35885.37
869947.95
477119.43
496091.75
Office Equipment
4072463.78
230441.08
323056.11
3979848.75
1174596.18
174750.09
103807.10
1245539.17
2734309.58
2897867.60
Furniture & Fixture
2588824.11
25312.00
1013520.82
1600615.29
1659756.26
51533.07
920159.91
791129.42
809485.87
929067.85
TOTAL
292264940.58
13331166.46
9385337.97 296210769.07 132348195.17
9776426.12
5876745.90 136247875.39 159962893.68 159916745.41
PREVIOUS YEAR
233198012.00
71511285.58
12444357.00 292264940.58 127899659.78
9351447.75
4902912.36 132348195.17 159916745.41
Cycles
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16
2011/08/12, 03:00 PM
Quantity (Nos.)
As at
As at
31.03.2011
31.03.2010
Amount (Rupees)
As at
As at
31.03.2011 31.03.2010
SCHEDULE : 4
Investments — Long Term (At cost)
(1) Held as on 31.03.2011
A
Quoted - Non Trade
(i) MUTUAL FUND, UNITS OF Rs.10/- EACH, FULLY PAID UP
HDFC CASH MANAGEMENT FUND TREASURY ADVANTAGE PLAN - RETAIL
(ii) EQUITY SHARES, EACH FULLY PAID UP
IDFC LTD. of Rs. 10/KARUR VYSYA BANK LTD. of Rs. 10/POWER FINANCE CORPORATION LTD. of Rs. 10/REC LTD. of Rs. 10/SEL MANUFACTURING COMPANY LTD. of Rs. 10/STERLITE INDUSTRIES (INDIA) LTD. of Re. 1/TATA STEEL LTD. of Rs. 10/TATA MOTORS LTD. of Rs. 10/WHIRLPOOL OF INDIA LTD. of Rs. 10/(iii) EQUITY SHARES, PARTLY PAID UP
KARUR VYSYA BANK LTD. of Rs. 10/- each Rs. 6/- paid up
Aggregate Cost
14136.447
0
141734.44
0.00
0
8000
18000
15000
15000
0
0
0
37547
10000
0
4364946.00
5873331.57
5182777.61
787881.00
0
0
0
11230560.79
1608876.04
3200
0
240000.00
0.00
12500
13000
7500
27821231.41 23618115.99
TOTAL (A)
Aggregate Market Value
B
22920599.29 26096950.00
Unquoted - Trade
(i) EQUITY SHARES, EACH FULLY PAID UP
KOTHARI DETERGENTS LTD. of Rs. 100/-
250
0
TOTAL (B)
TOTAL (A+B)
(2)
Purchased & Sold during the Financial Year :
I.
9533714.00
7309919.95
5165606.00
25000.00
0.00
25000.00
0.00
27846231.41 23618115.99
QUANTITY
Nos.
PURCHASE
(Rupees)
SALE
(Rupees)
Equity Shares, each fully paid up
BOSCH LTD. of Rs. 10/ICICI BANK LTD. of Rs. 10/MARUTI SUZUKI LTD. of Rs. 5/-
17
82341.51
94363.68
8074
7248352.96
7941323.92
1370897.40
1000
1291720.16
NHPC LTD. of Rs. 10/-
20000
615481.47
639453.05
POWER FINANCE CORPORATION LTD. of Rs. 10/-
15000
4894443.43
5329112.00
PUNJ LLYOD LTD. of Re. 1/-
11000
1392994.26
1478842.08
STATE BANK OF INDIA of Rs. 10/-
6000
II. MUTUAL FUNDS, Units of Rs. 10/- each, fully paid up
RELIANCE MONEY MANAGER FUND - INSTITUTIONAL -GROWTH
251900.008
RELIANCE MEDIUM TERM FUND - RETAIL -GROWTH
20397710.192
HDFC CASH MANAGEMENT FUND - TREASURY ADVANTAGE PLAN - RETAIL
1773699.383
HDFC CASH MANAGEMENT FUND - TREASURY ADVANTAGE PLAN - WHOLESALE 2353900.005
13654868.88 16593156.00
328471808.92
398000000.00
17786738.72
23608269.95
329978916.42
399472899.07
17780461.20
23594118.18
17
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2 0 1 1
As at
31.03.2011
(Rupees)
As at
31.03.2010
(Rupees)
78844677.50
27763244.43
1700697.55
206891.55
3255210.16
42514470.63
154285191.83
63084219.80
43921352.30
16751831.64
225679.70
3221805.40
59656163.61
186861052.45
SCHEDULE : 5
Inventories - (At cost or net realisable Value whichever
is lower & as certified by the Management)
(a)
(b)
(c)
(d)
(e)
(f)
Stores & Perfumes
Raw Materials
Finished Goods
Semi-Finished Goods (Work in Process)
Trading Items
Packing Materials
TOTAL
SCHEDULE : 6
Sundry Debtors-(Unsecured considered good)
(a) Debts outstanding for over six months
(b) Other debts
TOTAL
SCHEDULE : 7
Cash & Bank Balances:
(a) Cash in hand and in transit
(b) Balances with Scheduled Banks
(i) In Current Accounts & EEFC Account
(ii) In Fixed Deposit Account
(Including Interest accrued but not due)
18603603.09
225478284.23
244081887.32
244081887.32
19079246.04
231784363.29
2775305.11
131623899.96
76747834.67
TOTAL
208371734.63
250863609.33
250863609.33
2566148.06
147220435.38
17785615.21
165006050.59
211147039.74
167572198.65
72252748.26
28892284.50
189240518.85
55252403.39
29047880.64
99408920.77
61195628.06
98416409.00
449997588.67
19172218.95
59359276.00
262240699.75
36758529.67
63520227.83
467973.00
68021826.79
80099931.96
89260.00
186234.00
33366797.34
0.00
33775236.81
134299761.84
181986255.56
SCHEDULE : 8
Loans & Advances - (Unsecured, Considered Good)
(a)
(b)
(c)
(d)
Deposit with Central Excise
Security Deposits
Claim Receivable
Advance recoverable in cash or in kind or for value
to be received or pending adjustments
(e) Deposit with Income Tax
TOTAL
SCHEDULE : 9
Current Liabilities
(a)
(b)
(c)
(d)
Sundry Creditors
Advance Against Orders
Due to Directors
Investor Education & Protection Fund (which shall
be credited by the amount of Unclaimed Dividend, wherever applicable)
(e) Outstanding Liabilities
TOTAL
18
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18
2011/08/12, 03:00 PM
As at
31.03.2011
(Rupees)
As at
31.03.2010
(Rupees)
46247048.00
153152470.00
199399518.00
46400744.00
67800000.00
114200744.00
SCHEDULE : 10
Provisions
(a) Proposed Dividend including Dividend Tax
Rs. 6455228.00 (P. Y. Rs. 6608924.00)
(b) Provision for Taxation
TOTAL
For the year ended
31.03.2011
(Rupees)
For the year ended
31.03.2010
(Rupees)
SCHEDULE : 11
Sales
(i)
(ii)
(iii)
(iv)
Pan Masala & Gutkha
Zarda
Packaged Drinking Water
Trading Items
TOTAL
1785087735.68
4517397.61
10185024.87
11352483.99
1837592423.24
8353147.69
10238582.73
17089720.38
1811142642.15
1873273874.04
SCHEDULE : 12
Increase/Decrease in stock (+/-)
Opening Stock
Finished Goods
Semi-Finished Goods (Work in process)
Closing Stock
Finished Goods
Semi-Finished Goods (Work in process)
16751831.64
225679.70
1700697.55
206891.55
Increase in Stock
16977511.34
1907589.10
-15069922.24
52422011.28
357546.70
16751831.64
225679.70
52779557.98
16977511.34
-35802046.64
SCHEDULE : 13
Other Income
(i)
(ii)
(iii)
(iv)
(v)
Interest Earned on Bank Deposits & Others
(Gross, T.D.S. Rs.168969/- (P. Y. Rs.43533/-))
Dividend Income (Gross, TDS Rs. Nil (P. Y. Rs. Nil))
Franchise Receipts (Gross, T.D.S. Rs.Nil (P. Y. Rs. Nil)
Profit on Sale of Long Term, Non Trade Investments
Miscellaneous Receipts
TOTAL
1705799.46
588679.91
296424.80
10800919.66
28934624.95
42326448.78
2322765.53
182663.20
241410.10
4668273.88
17932750.00
25347862.71
19
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R E P O R T
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2 0 1 1
For the year ended
31.03.2011
(Rupees)
For the year ended
31.03.2010
(Rupees)
SCHEDULE : 14
Materials Consumed
(A) Raw & Packing Materials Consumed :
(i) Opening Stock
(ii) Add: Purchases
(a) Raw Material
(b) Packing Material
43921352.30
59656163.61
(a) Raw Material
392017073.34
230655034.14
(a) Raw Material
27763244.43
42514470.63
103577515.91
22007430.39
13511701.18
35519131.57
622672107.48
467312951.44
253766298.12
721079249.56
726249623.39
(iii) Less: Closing Stock
70277715.06
756598381.13
43921352.30
59656163.61
655971908.33
Raw & Packing Materials Consumed
(B) Consumption of Trading Items
TOTAL
103577515.91
653020865.22
7416400.94
9961639.16
663388309.27
662982504.38
18549164.00
15449436.55
SCHEDULE : 15
Manufacturing, Selling, Distribution and Administrative Expenses
Power & Fuel
Payments to & provisions for employees :
26487845.88
Salaries, Wages and Bonus
2613408.00
Contribution to Provident and other Funds
1025809.00
Gratuity
7621906.34
Staff welfare and Other Expenses
General Insurance
Transit Insurance
Consumption of Stores & Perfumes
Freight & Cartage Inward
Rent
6607807.00
672639.00
Rates & Taxes
Repairs :
5790466.00
Building
Machinery
4473993.75
Others
3002747.68
Freight, Cartage and Octroi Outward
Advertisement & Publicity
Selling & Distribution Expenses
Travelling & Conveyance
Interest & Bank Charges
Miscellaneous Expenses
Commercial Tax
Loss on Sale of Fixed Assets
Payment to Auditors :
88240.00
Statutory Audit Fee
11030.00
Tax Audit Fee
Directors' Remuneration
TOTAL
37748969.22
1271928.44
508784.00
207445050.04
12030893.19
7280446.00
13267207.43
36819016.26
10184049.00
23997254.69
11934169.80
1088000.42
10886726.45
21148237.92
2425724.19
99270.00
3875000.00
420559891.05
20
Pan Parag-5-28.p65
20
2011/08/12, 03:00 PM
25218917.94
2266960.00
1008497.00
5573937.45
6108492.00
1298013.00
648440.60
3628525.45
1994740.26
88240.00
11030.00
34068312.39
605002.58
347290.00
215908922.90
12312854.00
7406505.00
6271706.31
33615126.15
32043472.00
27063201.58
13151202.04
1173872.26
16311163.93
2905757.83
1615514.51
99270.00
300000.00
420648610.03
SCHEDULES CONTINUED
SCHEDULE : 16
SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO THE ACCOUNTS :
(A) SIGNIFICANT ACCOUNTING POLICIES :
(1)
SYSTEM OF ACCOUNTING :
The Financial statements are prepared under the historical cost convention on accrual basis of accounting, in accordance
with Generally Accepted Accounting Principles in India, the Accounting Standards issued by the Institute of Chartered
Accountants of India and relevant provisions of the Companies Act,1956.
(2)
FIXED ASSETS AND DEPRECIATION :
All fixed assets are stated at cost, comprising of purchase price, duty, levies and any direct attributable cost of bringing
the assets to their working condition for the intended use. Depreciation is provided according to straight line method at
the rates prescribed by the Schedule XIV to the Companies Act, 1956 and Provision for impairment loss is recognised
to the extent by which the carrying amount of an asset exceeds its recoverable amount.
Leasehold Land has been amortised over the period of lease and considered as Depreciation.
(3)
INVESTMENTS :
(4)
INVENTORIES :
Investments are stated at cost less fall in their market value if considered permanent.
Inventories are valued at cost or net realisable value whichever is lower. Cost of Raw Material, Packing Material, Stores
& Perfumes and Trading Items is arrived at FIFO basis. Cost of Finished Goods & Work in Process is arrived on the
basis of weighted average cost of raw material, packing material and the cost of conversion thereof for bringing the
inventories to their intended use.
(5)
SALES :
Sales are recognised on despatch of goods to the customers and are recorded including excise duty but excluding
commercial taxes i.e. central sales tax / value added tax / entry tax and net of returns, if any.
(6)
FOREIGN CURRENCY TRANSACTIONS :
Foreign currency transactions are accounted at the exchange rates prevailing at the date of the transaction. Gains /
Losses resulting from the settlement of such transactions and from conversion of monetary assets and liabilities
denominated in foreign currencies are recognised in the profit and loss account.
(7)
EXCISE DUTY :
The liabilities towards excise duty on finished goods lying in excise godown amounting to Rs.28755.00 (Previous year
Rs.7222.31) is provided in the books and therefore the stock is valued inclusive of excise duty payable thereon in
accordance with the provisions of AS-2 ‘Valuation of Inventories’. However this has no impact on the profit for the year.
(8)
EMPLOYEE RETIREMENT BENEFITS :
a.
Company’s contribution to Employees’ Provident Fund is charged to Profit and Loss Account.
b.
Company has taken a Group Gratuity Cash Accumulation Policy from LIC for its employees including directors and
the premium for the policy is charged to Profit and Loss Account.
(B) NOTES TO THE ACCOUNTS :
(1)
31.03.2011
31.03.2010
(Rupees)
(Rupees)
687866069.00
459374158.00
125441211.00
83772777.00
434391847.00
286742058.00
30710610.00
20272074.00
CONTINGENT LIABILITIES :
(A)
(B)
Claims not acknowledged as debt (i)
Excise Duty
– Gross
– Net of Tax
(ii) Other Taxes – Gross
– Net of Tax
Uncalled liabilities for 3200 partly paid Equity Shares of Karur Vysya Bank Ltd. of Rs. 10/- each, Rs. 6/- paid up is
Rs. 240000.00.
21
4 th
Pan Parag-5-28.p65
A N N U A L
21
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2 0 1 1
SCHEDULES CONTINUED
(2) ADDITIONAL INFORMATION PURSUANT TO THE PROVISIONS OF PARAGRAPHS 3, 4C AND 4D OF PART II OF
SCHEDULE VI OF THE COMPANIES ACT, 1956.
(A) Class of Goods and Capacity:
Capacity
Class of Goods manufactured :Licensed
Installed
Licensed
Installed
31.03.2011
31.03.2010
Pan Masala and its Preparations
Zarda
Packaged Drinking Water
Ice Cube
(B) RAW MATERIALS CONSUMED :
(a) Betelnuts
(b) Katha
(c) Tobacco
(d) Flavour Powder
(e) Packaged Drinking Water
(f) Other Materials
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
(Rupees)
278489780.06
70370289.63
24920138.23
9649346.35
5054307.87
19691319.07
Kgs.
3322252.760
180370.448
253478.625
184545.006
-
(Rupees)
322133675.58
62428527.56
29183618.16
9530733.32
4383771.73
17738703.18
Kgs.
3347926.276
206372.712
279738.060
198591.076
-
(C) FINISHED GOODS :
Opening Stock
(a) Pan masala and its preparations
(b) Zarda
(c) Packaged Drinking Water (in cases)
(d) Gold
(e) Bubble Top (in nos)
(f) Washing Powder & Cake
(g) Water Coolers (in nos)
Kgs./Cases/Nos.
Kgs./Cases/Nos.
16298994.47
403873.92
48963.25
3034397.46
71175.00
10020.24
106212.70
37391.140
1333.700
855
3.053
665
569.875
24
52532933.59
55721.00
98836.85
3034397.46
99809.66
11085.35
134117.90
74551.710
176.200
1455
3.053
1562
641.695
30
—
—
—
—
4041984.243
14037.500
161370
24892.000
—
—
—
—
3950220.730
27103.900
164611
26934.000
115640.00
7334165.70
967
396732.650
104932.63
9533621.40
1131
579363.050
Sales :
1785087735.68
(b) Zarda
4517397.61
9934589.64
(d) Ice Cube
250435.23
76644.27
11275839.72
0
(inclusive of shortage, wastages & net of returns)
4077231.583
15096.200
161150
24892.00
677
397302.525
0
1837863524.31
8353147.69
9992450.00
246132.70
70774.75
16718424.39
29420.20
3987381.300
25946.400
165211
26934.00
2028
579434.870
6
2143.800
275.000
1075
3.053
955
0.00
24
16298994.47
403873.92
48963.25
3034397.46
71175.00
10020.24
106212.70
37391.140
1333.700
855
3.053
665
569.875
24
Production :
(b) Zarda
(d) Ice Cube
Purchases :
(a) Bubble Top (in nos)
(b) Washing Powder & Cake
Closing Stock :
(b) Zarda
(d) Gold
1544776.80
87500.00
68420.75
3034397.46
114600.00
0.00
106212.70
22
Pan Parag-5-28.p65
22
2011/08/12, 03:00 PM
SCHEDULES CONTINUED
(D) VALUE & PERCENTAGE OF IMPORTED MATERIALS CONSUMED :
(Rupees)
Percentage (%)
(Rupees)
Percentage (%)
0
408175181.21
408175181.21
0
100.00
100.00
1269022.00
444130007.53
445399029.53
0.28
99.72
100.00
4.19
95.81
100.00
2168309.27
213740613.63
215908922.90
1.00
99.00
100.00
RAW MATERIALS CONSUMED :
Imported
Indigenous
STORES & PERFUMES CONSUMED :
Imported
Indigenous
8694755.64
198750294.40
207445050.04
(E) VALUE OF IMPORTS (C.I.F. BASIS) :
21557150.00
6939022.00
(F) EXPENDITURE IN FOREIGN CURRENCY :
Import of Materials
21557150.00
6939022.00
(G) EARNING IN FOREIGN CURRENCY :
Export of goods on F.O.B. Basis
832807988.74
493262149.07
(H) AMOUNT REMITTED DURING THE YEAR IN FOREIGN
CURRENCY ON ACCOUNT OF DIVIDEND :
Nil
Nil
(3) Payments to Auditors :
(a) As Auditors
(b) For Tax Audit
(4) Payment to Directors – Remuneration
88240.00
11030.00
88240.00
11030.00
3875000.00
300000.00
(5) Segment Information (Information about Business Segments)
The Company operates in three Business Segments(a) Pan Masala & Gutkha etc.
(b) Packaged Drinking Water
(c) Trading Items
The Information regarding these segments are as followsParticulars
For the Year
ended
31.03.2011
(Rupees)
For the Year
ended
31.03.2010
(Rupees)
1789605133.29
10185024.87
11352483.99
1845945570.93
10238582.73
17089720.38
Less : Inter Segment Revenue
1811142642.15
0
1873273874.04
0
TOTAL REVENUE
1811142642.15
1873273874.04
(B) SEGMENT RESULTS (PROFIT (+)/LOSS (-) BEFORE TAX FOR EACH SEGMENT)
(a) Segment - Pan Masala & Gutkha etc.
311381662.45
(b) Segment - Packaged Drinking Water
-6955491.54
2520279.38
(c) Segment - Trading Items
145434265.16
-2315300.95
5166800.15
Net Profit Before Exceptional Items
(d) Interest Expense
(e) Unallocated - Exceptional Items - Income
306946450.29
0
0
148285764.36
0
0
Net Profit After Exceptional Items
306946450.29
148285764.36
(A) SEGMENT REVENUE (NET SALES / INCOME)
23
4 th
Pan Parag-5-28.p65
A N N U A L
23
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2 0 1 1
SCHEDULES CONTINUED
(C) SEGMENT CAPITAL EMPLOYED (ASSETS-LIABILITIES)
TOTAL CAPITAL EMPLOYED
As at
31.03.2011
As at
31.03.2010
866897816.22
26798818.81
7446485.78
707489329.26
29686602.88
7461000.38
901143120.8
744636932.52
(6) Related Party Disclosures in accordance with the Accounting Standards (AS-18) ‘Related Party Disclosure’, issued
by the Institute of Chartered Accountants of India are as under :
(i) Names of Related parties and description of relationship :
(A) Key Management Personnel & their Relatives :
(a) Shri M.M. Kothari
(b) Shri Deepak Kothari - Chairman & Managing Director
(c) Shri Mitesh Kothari, Deputy Managing Director
(d) Smt. Sharda M. Kothari
(e) Smt. Arti Kothari
(f) Smt. Reeta Shah
(g) Smt. Urvi Kothari
(h) Mitesh Kothari - HUF
(B) Associate Companies :
(a) Kothari Detergents Limited
(b) Ekta Flavours Pvt. Limited
(c) Kothari Products Limited
(d) Dham Securities Pvt. Limited
(ii) Summary of Transactions:
Particulars
Key Management Personnel
& Relatives
For the year ended /As on
31.03.2011
31.03.2010
(Rupees)
(Rupees)
Associate Companies
For the year ended /As on
31.03.2011
31.03.2010
(Rupees)
(Rupees)
Remuneration etc.
4975000.00
300000.00
—
—
300000.00
300000.00
3970800.00
3847200.00
On Account of Expenses-Rent
Dividend Paid
25434870.00
0.00
4399998.00
0.00
Purchase of Shares
25000.00
0.00
0.00
0.00
Outstanding (Payable)
467973.00
89260.00
0.00
0.00
Note: Since no amount is considered as bad & doubtful, neither provision is made for the same nor amount written off.
(7) Earning Per Share :
(a) Profit after tax (Profit attributable to Equity Shareholders)
(b) Weighted average nos. of Equity shares for Basic / Diluted EPS
(c) Nominal Value of Equity Share (In Rs.)
(d) Basic / Diluted Earning per Equity Share
2010-2011
2009-2010
156506188.29
50000
10.00
3130.12
51885020.36
50000
10.00
1037.70
(8)
The deferred tax liability amounting to Rs. 12751754.00 (Previous year Rs. 12080820.00) is on account of time difference of
Depreciation which is capable of being reversed in one or more subsequent years.
(9) In terms of Accounting Standard 9 “Accounting for Revenue Recognition in the financial statements” Issued by the Institute
of Chartered Accountants of India, in respect of dividend from investments in shares, the company has not postponed any
dividend from revenue recognition for the year.
(10) In terms of Accounting Standard 16 “Borrowing Cost” Issued by the Institute of Chartered Accountants of India, the company
has not borrowed any funds to acquire, build and install any fixed assets and other assets during the year.
24
Pan Parag-5-28.p65
24
2011/08/12, 03:00 PM
(11) In terms of Accounting Standard 19 “Accounting for Leases” Issued by the Institute of Chartered Accountants of India,
(i) All the lease agreements of the Company are in respect of operating lease of the business premises.
(ii) The aggregate lease rentals payable are charged to the Profit & Loss Account as Rent in Schedule 15.
(iii) The cancellable lease agreements are usually renewable by mutual consent at mutually agreeable terms.
(12) In terms of Accounting Standard 28 “Impairment of Assets” Issued by the Institute of Chartered Accountants of India, provision
for impairment loss on assets for the year is not required.
(13) In terms of Accounting Standard 29 “Provisions, Contingent Liabilities & Contingent Assets” Issued by the Institute of Chartered
Accountants of India, there has been no provision on beginning and at the end of the year, therefore no disclosure required.
(14) Fixed Deposits include Rs. 4165000.00 (Previous year Rs. 4165000.00) given as margin money to the bank against guarantees
issued by them.
(15) Sundry creditors include Rs. 1657338.50 (Previous Year Rs.Nil) due to Micro and Small enterprises, based on the records
and the information received from suppliers.
(16) The Board of directors consider the diminution in value of its Long Term Investments as temporary in nature and therefore no
provision for the same has been done in the books of accounts.
(17) There is no amount due to be transferred to “Investor Eduction & Protection Fund” maintained by the Government of India as
at the year end.
(18) The figures of previous year have been regrouped, recast where ever considered necessary to make them comparable with
those of the current year.
Place : Kanpur
(ANURAG TANDON)
Partner
(DEEPAK KOTHARI)
(MITESH KOTHARI)
(PRAGATI PANDEY)
Company Secretary
25
4 th
Pan Parag-5-28.p65
A N N U A L
25
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2 0 1 1
BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE
I.
REGISTRATION DETAILS
Registration No.
U16009UP2007PLC033152
Balance Sheet Date
II.
III.
State Code
20
31.03.2011
CAPITAL RAISED DURING THE YEAR (AMOUNT IN Rs. THOUSANDS)
Public Issue
Nil
Right Issue
Nil
Bonus Issue
Nil
Private Placement
Nil
POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS (AMOUNT IN Rs. THOUSANDS)
Total Liabilities
1247594
Total Assets
1247594
Sources Of Funds :
Paid-up Capital
663697
Secured Loans
0
Deferred Tax Liability
Reserves & Surplus
237446
Unsecured Loans
0
12752
Application Of Funds :
IV.
Net Fixed Assets
159963
Investments
Net Current Assets
725813
Misc. Expenditure
273
PERFORMANCE OF COMPANY (AMOUNT IN Rs. THOUSANDS)
Turnover
1811143
Other Income
V.
27846
Total Expenditure
1546523
42326
Profit Before Tax
306946
Profit After Tax
Earnings Per Share (In Rs.)
3130.12
Dividend Rate %
202753
Nil
GENERIC NAMES OF THREE PRINCIPAL PRODUCTS OF COMPANY — N.A.—
Item Code No. (ITC Code)
210690 02
Product Description
Pan Masala
Product Description
Product Description
240399 01
Zarda
220110 10
Packaged Drinking & Aerated Water Bottling
Place : Kanpur
(ANURAG TANDON)
Partner
(DEEPAK KOTHARI)
(MITESH KOTHARI)
26
Pan Parag-5-28.p65
26
2011/08/12, 03:00 PM
(PRAGATI PANDEY)
Company Secretary
Regd. Office : “PAN PARAG HOUSE”, 24/19, THE MALL, KANPUR - 208 001
PROXY FORM
4th ANNUAL GENERAL MEETING ON 23rd SEPTEMBER, 2011
I/We ................................................................................ of ...........................................................................................
being a Member/Members of above named Company, hereby appoint ...................................................................
................................................. of ........................................................... or failing him ................................................
...................................................... of ................................................................................................. as my/our Proxy
to attend and vote for me/us and on my/our behalf at the Fourth Annual General Meeting of the Company, to be
held at "Royal Cliff", 113/72, Swaroop Nagar, Opposite Motijheel Gate No.1, Kanpur on Friday, the 23rd day of
September, 2011 at 11:00 A.M. and at any adjournment thereof.
Signed at .................................................. this ................................................. day of .................................................
Ledger Folio No. ............................. D.P. Id* .............................................. Client Id* .................................................
Number of Equity Shares held.............................................
Affix
Number of Preference Shares held ...............................
Signature .............
Re. 1/Revenue
NOTES :
1. The Proxy need not be a member.
2. This Proxy duly signed across 1 Rupee Revenue Stamp should reach the Registered Office of the Company
not less than 48 hours before the time fixed for the Meeting.
* Applicable for members holding shares in electronic form.
— — — — — — — — — — — — — — — — TEAR HERE — — — — — — — — — — — — — — — — — —
Regd. Office : “PAN PARAG HOUSE”, 24/19, THE MALL, KANPUR - 208 001
ATTENDANCE SLIP
I, hereby record my presence at the Fourth Annual General Meeting being held on Friday, the 23rd day of
September, 2011 at 11.00 A.M. at "Royal Cliff", 113/72, Swaroop Nagar, Opposite Motijheel Gate No.1, Kanpur.
1. Full Name of the Shareholder/Proxy .....................................................................................................................
(in Block Letters)
2. Ledger Folio No. .......................................... D.P. Id.* .................................... Client Id.* .....................................
3. No. of Equity Shares held .....................................................
4. Signature of the Shareholder/Proxy
.................................................................................................
attending .........................................................
To be used only when First named Shareholder is not attending.
Please give full name of the Joint Holders.
1. Mr./Mrs./Miss ..................................................................................... Signature ....................................................
2. Mr./Mrs./Miss ..................................................................................... Signature ....................................................
(in Block Letters)
NOTES :
i. Please fill in this attendance slip and hand it over at the entrance of the hall.
ii. Shareholders who come to attend the meeting are requested to bring their copies of the Annual Report with them.
27
iii. Applicable
for members holding shares in electronic form.
th
4
A
N
N
U
A
L
R
E
P
O
R
T
2
0
1
0
—
2
0
1
1
iv. No gift will be distributed in the aforesaid meeting as per SEBI guidelines.
Pan Parag-5-28.p65
27
2011/08/12, 03:00 PM

contents - Pan Parag

Transcription

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