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वशिष्ठि डिटर्जेंट निदेशकों की रिपोर्ट, वशिष्ठि डिटर्जेंट निर्देशकों द्वारा रिपोर्ट

वशिष्ठि डिटर्जेंट

बीएसई: 523634  |  NSE: TATAVASHIS  |  ISIN: INE330A01013  |  Detergents

खोजें वशिष्ठि डिटर्जेंट कनेक्शन
निदेशकों की रिपोर्ट वर्षांत : Mar '05
The Directors have pleasure in presenting their 17th Annual Report on
 the business and operations of your Company together with the Audited
 Statement of Accounts for the year ended 31st March, 2005.
 
 1. RESULTS
 
 Your Companys performance during 2004-2005 is summarised below :
 
                                                             (Rs. 000s)
                                                  2004-2005    2003-2004
 
 Net Sales                                           49,212      228,089
 
 Processing Income                                  160,996      252,630
 
 Other Income                                        19,357       84,591
 
 Expenditure                                        208,973      471,448
 
 Profit before Depreciation & Interest               20,592       93,862
 
 Profit before Tax                                 (14,716)       54,817
 
 Provision for Income Tax                           (7,135)       20,796
 
 Profit/(Loss) after Tax                            (7,581)       34,021
 
 Exceptional Items (Net of Tax)                                   28,737
 
 Balance brought forward from previous year         114,645       80,624
 
 Balance carried to Balance Sheet                    78,327      114,645
 
 The current years performance was severely impacted by the illegal
 strike by the workmen and the resultant lock-out of the factory causing
 operations to remain shut from 16th September, 2004 to 26th February,
 2005.
 
 Other income for the year represents treasury income from deployment of
 surplus funds Rs. 194 Lakhs (Rs. 239 Lakhs).
 
 Exceptional items include the impact of compensation of Rs. 625 Lakhs
 paid to workmen under the Voluntary Retirement Scheme and write back of
 liabilities no longer required.
 
 2. RESPONSIBILITY STATEMENT
 
 The Directors confirm :
 
 a) that in the preparation of the annual accounts, the applicable
 accounting standards have been followed and that no material departures
 have been made from the same;
 
 b) that they have selected such accounting policies and applied them
 consistently and made judgements and estimates that are reasonable and
 prudent so as to give a true and fair view of affairs of the Company at
 the end of the financial year and of the profit or loss of the Company
 for that period;
 
 c) that they 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 otherirregularities;
 
 d) that they have prepared the annual accounts on a going concern
 basis.
 
 3. OPERATIONS AND PERFORMANCE HIGHLIGHTS
 
 The illegal strike by the workmen and the resultant lock-out of the
 factory severely impacted the operations and orders were lost to
 competitors. The earlier Processing Agreement with M/s. Hindustan Lever
 Ltd. (HLL), to manufacture Detergents & Soap for the Brand Owners,
 expired in January 2005 and the same has been renewed initially for one
 more year during which time the demand profile as well as the VAT
 implications of the current sourcing arrangements shall be evaluated
 for further extensions/modifications. The lock-out period was gainfully
 utilised for asset care and other maintenance activities.
 
 4. PROPOSAL FOR MERGER WITH HINDUSTAN LEVER LIMITED (HLL)
 
 On 11th August, 2005, the Board of your Company considered a proposal
 for amalgamation of the Company with HLL and approved the same. HLL
 apart from being a significant shareholder with 32.9% of your Companys
 equity also avails of the production facilities of your Company on a
 conversion/processing contract basis.
 
 M/s. S. B. Billimoria & Co. Chartered Accountants were appointed as
 valuers jointly by the two Companies. M/s. S.B. Billimoria & Co. were
 assisted in this assignment by their former Managing Partner Shri Y. H.
 Malegam. The valuers have recommended a share exchange ratio of 1
 equity share of Re. 1/- each of HLL for every 10 shares of Rs. 10/-
 each of your Company. The proposed share exchange ratio has been
 arrived at by adoption of a combination of three methodologies with
 appropriate weightage. These are
 
 (i) Profit Earning Capitalisation value (income approach).
 
 (ii) Market price for the shares of the two Companies from January 31st
 2005 to July 29st 2005 on the Bombay Stock Exchange (market approach),
 and
 
 (iii) Underlying Asset Values of the two Companies (underlying asset
 approach).
 
 These were given weightage of 40%. 40%, and 20% respectively.
 
 Your Company got this valuation report reviewed by it merchant bankers
 ICICI Securities Limited while HLL got the same reviewed by Lazard
 India Private Limited. Both the merchant bankers vide their respective
 letters dated 8th August, 2005, have confirmed the valuation made by
 the said valuers and the proposed share exchange ratio of 1 (one) share
 of HLL of Re. 1/- each for every 10 (ten) shares of Rs. 10/- each of
 VDL, as fair and reasonable.
 
 The Board of HLL also met on 11th August, 2005 and approved of the
 proposed scheme of amalgamation and the proposed share exchange ratio.
 Necessary steps will now be taken to seek orders of Honble High court
 at Bombay, to convene meetings of the members, creditors to progress
 the proposal further.
 
 The Board of your Company believes that the proposal is in the best
 interest of its shareholders.
 
 5. SAFETY AND ENVIRONMENT
 
 During the year your Company maintained its zero liquid effluent
 discharge status by recycling the entire quantity of treated effluent
 in process cooling and gardening.
 
 6. PERSONNEL
 
 During the year the new wage settlement was signed with the Recognised
 Union on 11th September, 2004. However following the illegal strike by
 the workmen arising out of an inter union rivalry, a lock-out had to be
 declared and the factory remained shut from 16th September, 2004 to
 26th February, 2005. After protracted discussions and assurances, the
 factory was re-opened and the new productivity norms have been
 implemented. Apart from the above, the industrial relations during the
 year under review remained cordial.
 
 The Board wishes to place on record its appreciation to all employees
 of your Company for their sustained effort in ensuring that safety is
 maintained and operations are resumed at the earliest.
 
 7. PRODUCTIVITY
 
 The Long Term Settlement (LTS) with the workmen outlines improvements
 in work practices such as running handover, improved attendance,
 increase in productivity norms through flexibility across plants and
 linking incentives to the Capacity Utilisation Index (CUI).
 
 8. FINANCE AND ACCOUNTS
 
 The Companys surplus funds were judiciously utilised in financial
 instruments taking into view the safety and reasonableness of returns.
 In the context of falling interest rate environment, your Company
 optimized the return on investments by deployment of cash surplus in a
 balanced portfolio of safe and liquid debt market instruments. The
 returns earned were higher than market benchmarks.
 
 Pursuant to the directions of the Department of Company Affairs, Govt.
 of India, your Company has appointed M/s. N. I. Mehta & Co., Cost
 Accountants as the Cost Auditors of the Company for Soaps and
 Detergents.
 
 9. CORPORATE GOVERNANCE
 
 A report on the Corporate Governance Code alongwith a certificate from
 the auditors of your Company regarding the compliance of the conditions
 of Corporate Governance as stipulated under Clause 49 of the Listing
 Agreement for the year under review are annexed to this Report.
 
 10. DIRECTORS
 
 In accordance with the provisions of the Companies Act, 1956 and your
 Companys Articles of Association, Mr. P. Asirvatham and Mr. U. Shah
 retire by rotation and being eligible offer themselves for
 re-appointment. Mr. R. Ragunath was appointed as Managing Director
 in the 16th Annual General Meeting and the application made to the
 Central Government is pending for approval.
 
 Mr. P. Banerjee, Director, submitted his resignation from the Board
 w.e.f. 27.07.2005 due to other engagements. The Board wishes to place
 on record its appreciation for the immense contribution during his
 tenure. Mr. D. Buch was appointed as a Director from 27.07.2005 in
 place of Mr. P. Banerjee as per the provisions of the Companies Act,
 1956.
 
 11. AUDITORS
 
 M/s. N. M. Raiji & Co., Chartered Accountants, retire and being
 eligible under Section 224(1) of the Companies Act, 1956, offer
 themselves for re-appointment.
 
 12. INFORMATION UNDER SECTION 217 (1)(e) CONSERVATION OF ENERGY
 
 Your Company continued to accord high priority to conservation of
 energy.
 
 TECHNOLOGY ABSORPTION
 
 Your Company has developed its own technology base at its factory. Your
 Company has not imported any technology during the relevant period.
 
 FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 Foreign Exchange Earnings - Nil
 
 Foreign Exchange Outgo - Nil
 
                                      By Order of the Board of Directors
                                             VASHISTI DETERGENTS LIMITED
                                                             M. K.SHARMA
                                                                CHAIRMAN
 Dated : 11th August, 2005
 Registered Office :
 Plot No. B-7,
 M.I.D.C., Lote Parshuram,
 Tal. Khed, Dist. Ratnagiri,
 Pin 415 722, Maharashtra State.
 
 ANNEXURE TO THE DIRECTORS REPORT
 
 Information as per Section 217 (2-A) of the Companies (Particulars of
 Employees Rules) 1975 and forming part of the Directors Report for the
 year ended 31st March, 2005.
 
                                                         Rs. 000s
 Sl. Name            Age Qualification       Date of  Remuneration
 No.                                      Employment     Received*
 
 1. Mr. R. Ragunath   54     Bachelors    01.02.2004         4,209
                             Degree in
                           Mech. Engg.
 
 Sl. Name             Experience         Last Employment
 No.
 
 1. Mr. R. Ragunath           26    Hindustan Lever Ltd.
 
 Remuneration received includes salary, allowances, taxable value of
 perquisites and Companys Contribution to Provident Fund. Remuneration
 excludes provisions for/contribution to pension, gratuity, leave
 encashment and special awards. The nature of employment is contractual
 for employees. Other terms and conditions are as per Company rules.
 None of the employees are related to any Director of the Company.
 
 * Subject to approval of Central Government.
स्रोत: रेलीगरे टेचनोवा

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