annual report 2012 - 13€¦ · 65th annual report 2012-13 4 notice notice is hereby given that the...

Ador Multiproducts Limited

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ANNUAL REPORT2012 - 13

ADOR MULTIPRODUCTS LIMITED

65th Annual Report 2012-13

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BOARD OF DIRECTORS DEEP A. LALVANI

Chairman

ARUNA B. ADVANI

N. MALKANI NAGPAL

ADITYA T. MALKANI

R.A. MIRCHANDANI

H.P. LEDWANI

AUDITORS AMARNATH KAMATH AND ASSOCIATESChartered Accountants

Bangalore.

REGISTRAR AND SHARE CANBANK COMPUTER SERVICES LIMITED

TRANSFER AGENT J.P. Royale, 1st Floor218, 2nd Main, Sampige Road(Near 14th Cross), MalleswaramBangalore – 560 003.

CORPORTATE OFFICE A-13 and 14, III StagePeenya Industrial EstateBangalore - 560 058.

WEBSITE www.adormultiproducts.com



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NOTICENOTICE is hereby given that the 65th Annual GeneralMeeting of the Members of the Company will be held at9.00 a.m on Friday, 19th July, 2013, at “Rohini Hall”, HotelAjantha, 22-A, M.G. Road, Bangalore – 560 001 to transactthe following business:

ORDINARY BUSINESS

1. Adoption of AccountsTo receive, consider and adopt the audited BalanceSheet as at 31st March, 2013 and the Statement ofProfit and Loss for the year ended on that date togetherwith the report of the Directors and Auditors thereon.

2. Re-appointment of Mr. A T MalkaniTo appoint a Director in place of Mr. A T Malkani whoretires by rotation and being eligible offers himself forre-appointment.

3. Re-appointment of Ms. Aruna B AdvaniTo appoint a Director in place of Ms. Aruna B Advani,who retires by rotation and being eligible offers herselffor re-appointment.

4. Appointment of Statutory AuditorsTo appoint the retiring auditors, M/s. Amarnath Kamathand Associates, Chartered Accountants, as theStatutory Auditors of the Company, to hold office fromthe conclusion of this Annual General Meeting until theconclusion of the next Annual General Meeting, at suchremuneration as may be determined by the Board ofDirectors in consultation with the Auditors.

5. To consider and if thought fit, to pass, with orwithout modification(s), the following resolutionas an Ordinary Resolution.“RESOLVED THAT pursuant to Section 228 and otherapplicable provisions of the Companies Act, 1956, andamendments thereof, the accounts for the year ending31st March, 2014 of the manufacturing plants of theCompany, be audited by the Company’s Auditors orsuch other person or persons, other than the Company’sAuditors and as are qualified for appointment as Auditorsunder Section 226 of the Companies Act, 1956, andthat the Board of Directors be and is hereby authorisedto decide and appoint such Branch/Unit Auditors inconsultation with the Company’s Auditors.”

By order of the Board

For Ador Multiproducts Limited

Mumbai DEEP A. LALVANI26th April, 2013 Chairman

NOTESa. A MEMBER ENTITLED TO ATTEND AND VOTE AT

THE MEETING IS ENTITLED TO APPOINT A PROXYTO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE AMEMBER OF THE COMPANY.Proxy form must reach the Company’s RegisteredOffice not later than 48 hours before the commencementof the meeting.

b. The Register of Members and Share Transfer Booksof the Company will remain closed from 13th July, 2013to 19th July, 2013 (both days inclusive).

c. Members are requested to intimate to the Companyimmediately, of any changes, in their addresses.

d. Members/Bodies Corporate/Proxies are requested tobring the attendance slip duly filled in for attending themeeting.

e. Pursuant to the provisions of Section 205A of theCompanies Act, 1956, the amount of dividend whichremains unclaimed for a period of seven years from thedate of declaration would be transferred to the ‘InvestorEducation and Protection Fund’. As such, shareholderswho have not encashed their dividend warrants arerequested to write to the Company for claimingoutstanding dividends, if any, in respect of theprevious years.

f. Amount of unclaimed dividend as at 31st March, 2013for the years 2005-06 to 2007-08 and 2009-10aggregate to Rs.10,25,649/- (Rupees ten lakhs, twentyfive thousand, six hundred and forty nine only).


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By order of the Board

For Ador Multiproducts Limited

Mumbai DEEP A. LALVANI26th April, 2013 Chairman

Name Ms. Aruna B. Advani

Educational B.Sc (Hons.)qualification(s)

Work experience Business Management andStrategic Financial Planning

Specific area of Financeexpertise

Directorship in 1. Ador Welding Limitedother companies 2. J B Advani and Company Private Limited

3. Ador Green Energy Private Limited4. Ador Welding Academy Private Limited5. Metro Shoe Limited

Number of shares Nilheld in the Company

Brief profile of the Director seeking re-appointmentName Mr. A T Malkani

Educational B.A (Economics)qualification(s) MBA

Specific area of Marketingexpertise

Directorship in 1. J B Advani and Company Private Limitedother companies 2. Ador Welding Limited

3. Ador Fontech Limited4. Ador Green Energy Private Limited

Work experience Industrialist

Number of shares Nilheld in the Company


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DIRECTORS’ REPORTYour Directors are pleased to present the 65th AnnualReport of your Company and the Audited Statement ofAccounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

(` in lacs)

Particulars Year ended Year ended31.03.2013 31.03.2012

Revenue 1164 1139

Operating profit/(loss) (38) 22

Interest (6) (3)

Depreciation and amortisation (20) (17)

Profit/(loss) before tax (64) 2

Provision tax 19 2

Profit/(loss) after tax (45) 4

DIVIDEND

The Directors do not recommend any dividend for the yearended 31st March, 2013.

OPERATIONS

In spite of best efforts, the performance of the Company interms of revenue and profit had de-accelerated, both inpersonal care products and trading division. While in theshort period, it may be difficult to have a quick turnaround,nonetheless efforts shall be made to realign work systemsto ensure sustenance, with thrust to strive ahead in thecurrent financial year.

Personal Products Division

The Company has strengthened its product developmentand customer base. In the year under review, it addedthree more customers to its product portfolio. Furthermore,development of new products such as healing cream,variants of body spray, hand sanitizers and hand wash(under own brand of Influence range) have been initiated.Unfortunately, slowdown in the export market coupled withadverse financial impact on the customers, have largelyshrunk demand in comparison to earlier years.

Trading Division

Your company continues to hold a dominant share of tradingin industrial products in South India. Economic scenario,stiff competition and liquidity crisis in the market have leadto huge decline in turnover and profitability.

CONSERVATION OF ENERGY

Energy consumption by the Company is not significant.Inspite, continuous efforts are made to improve the methodsand techniques of application.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings during the year,as the customers exported products manufactured by theCompany.

DIRECTORS

In accordance with the provisions of Article 49 of the Articlesof Association of the Company, Mr.A T Malkani andMs. Aruna B Advani Directors of the Company, retire byrotation at the forthcoming Annual General Meeting andbeing eligible seek re-appointment.

DIRECTORS’ RESPONSIBILITY STATEMENTAs required by Section 217(2A) of the Companies Act, 1956,your Directors’ confirm that:a. The applicable accounting standards have been followed.

b. The accounting policies are reasonable, prudent andare consistently followed to give a true and fair view ofthe state of affairs of the Company.

c. Proper and sufficient care has been taken formaintenance of adequate accounting records, forsafeguarding the assets of the Company and forpreventing/detecting fraud and other irregularities.

d. The annual accounts have been prepared on a goingconcern basis.

STATUTORY AUDITORS

The Company’s Statutory Auditors M/s. Amarnath Kamathand Associates, Chartered Accountants, Bangalore, retireand are eligible for re-appointment. Further, the Membersare also requested to authorise the Board of Directors toappoint Branch Auditors for the current year to audit theaccounts of the Company’s branch offices and fix theirremuneration.

SECRETRIAL COMPLIANCE CERTIFICATE

As per Section 383A of the Companies Act, 1956 theSecretarial Compliance Certificate obtained from practicingCompany Secretary is annexed herewith.

PARTICULARS OF EMPLOYEES

No employee is drawing remuneration of more thanRs. 2,00,000/- (Rupees two lakhs only) per month, requiringdisclosure under Section 217(2A) of the Companies Act,1956 read with the Particulars of Employees Rules,1975.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge the support extendedby Group Companies, Customers, Suppliers, GovernmentAgencies, Banks, Employees and Shareholders duringthe year.

On behalf of the BoardFor Ador Multiproducts Limited

Mumbai DEEP A. LALVANI26th April,2013 Chairman


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AUDITORS’ REPORTTO THE SHAREHOLDERS OF ADORMULTIPRODUCTS LIMITED

Report on the Financial Statements

1. We have audited the accompanying financial statementsof ADOR MULTIPRODUCTS LIMITED which comprisethe Balance Sheet as at 31st March, 2013, the Statementof Profit and Loss and the Cash Flow Statement for theyear ended on that date, and a summary of significantaccounting policies and other explanatory information,which we have signed under reference to this report.

Management’s Responsibility for the FinancialStatements

2. The Company’s Management is responsible for thepreparation of these financial statements that give atrue and fair view of the financial position, financialperformance and cash flows of the Company inaccordance with the Accounting Standards referred toin sub-section(3C) of Section 211 of the ‘CompaniesAct, 1956 of India’ (the “Act”). This responsibility includesdesign, implementation and maintenance of internalcontrol relevant to the preparation and presentation ofthe financial statements that give a true and fair viewand are free from material misstatement, whether dueto fraud or error.

Auditors’ Responsibility3. Our responsibility is to express an opinion on these

financial statements based on our audit. We conductedour audit in accordance with the Standards on Auditingissued by ‘The Institute of Chartered Accountants ofIndia’. Those Standards require that we comply withethical requirements and plan and perform the audit toobtain reasonable assurance about whether the financialstatements are free from material misstatement.

4. An audit involves performing procedures to obtain auditevidence about the amounts and disclosures in thefinancial statements. The procedures selected dependon the auditors’ judgement, including assessment ofrisks of material misstatement of the financial statement,whether due to fraud or error. In making those riskassessments, the auditors considered internal controlrelevant to the Company’s preparation and fairpresentation of the financial statement in order to designaudit procedures that are appropriate in thecircumstances. An audit also includes evaluating theappropriateness of accounting policies used and thereasonableness of accounting estimates made by themanagement, as well as evaluating the overallpresentation of the financial statements.

5. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for ouraudit opinion.

Opinion

6. In our opinion, and to the best of our information andaccording to the explanations given to us, the

accompanying financial statements, along with notesthereon, give the information required by the Act in themanner so required and give a true and fair view inconformity with the accounting principles generallyaccepted in India:(a) In the case of the Balance Sheet, of the state of

affairs of the Company as at 31st March, 2013;(b) In the case of the Statement of Profit and Loss, of

the loss for the year ended on that date, and(c) In the case of the Cash Flow Statement, of the

cash flows for the year ended on that date.

Report on other Legal and RegulatoryRequirements

7. As required by ‘the Companies (Auditor’s Report)Order, 2003’, as amended by the Companies (Auditor’sReport) (Amendment) Order, 2004 issued by theCentral Government of India in terms of sub-section(4A) of Section 227 of the Act (hereinafter referred toas the `Order’) and on the basis of such checks of thebooks and records of the Company as we consideredappropriate and according to the information andexplanations given to us, we give in the Annexure astatement on the matters specified in paragraphs 4and 5 of the Order.

8. As required by section 227(3) of the Act, we reportthat:(a) We have obtained al l the information and

explanations which to the best of our knowledgeand belief were necessary for the purpose ofour audit;

(b) In our opinion, proper books of account as requiredby law have been kept by the Company so far asappears from our examination of those books;

(c) The Balance Sheet, Statement of Profit and Lossand Cash Flow Statement dealt with by this Reportare in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Statement ofProfit and Loss and Cash Flow Statement dealtwith by this Report comply with the AccountingStandards referred to in sub-section (3C) ofSection 211 of the Act;

(e) On the basis of written representations receivedfrom the Directors of the Company as on 31st

March, 2013, and taken on record by the Board ofDirectors, none of the Directors is disqualified ason 31st March, 2013, from being appointed as aDirector in terms of clause (g) of sub-section (1)of Section 274 of the Act.

For Amarnath Kamath and AssociatesChartered Accountants

[Firm registration no. 000099S]

Amarnath KamathBangalore Partner30th April, 2013 [Membership no. 13124]


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ANNEXURE TO THE AUDITORS’ REPORT(Referred to in paragraph 7 of our report of even date)

As required by The Companies (Auditor’s Report) Order,2003 as amended by The Companies (Auditor’s Report)(Amendment) Order, 2004 and on the basis of suchexamination of the books and records of the Company aswe considered appropriate and on the basis of informationand explanations given to us during the course of our audit,we report that, in our opinion:

1) The Company is maintaining proper records showingfull particulars, including quantitative details and situationof f ixed assets. These fixed assets have beenphysically verified by the management at reasonableintervals and no material discrepancies were noticedon such verification and the same have been properlydealt with in the books of account. Substantial parts offixed assets have not been disposed off during theyear, so as to affect the going concern;

2) (a) The inventories have been physically verified bythe management during the year. In our opinionthe frequency of verification is reasonable.

(b) The procedures for physical verif ication ofinventories followed by the management arereasonable and adequate in relation to the size ofthe Company and the nature of its business.

(c) The Company has maintained proper records ofinventory. The discrepancies noticed onverification between physical stocks and bookrecords were not material.

3) The Company has not granted/ taken loans, securedor unsecured, to / from companies, firms or otherparties covered in the register maintained under section301 of the Companies Act.

4) In our opinion and according to the information andexplanations given to us, there are adequate internalcontrol procedure commensurate with the size of theCompany and the nature of i ts business, forpurchase of inventory, fixed assets and with regard tosale of goods. During the course of our audit, no majorweakness have been noticed in the internal controls;

5) (a) According to information and explanations givento us, the particulars of all contracts andarrangements referred to in Section 301 of theAct, have been entered in the register required tobe maintained under that section.

(b) In our opinion, and according to the informationand explanations given to us, the transactionsmade in pursuance of contracts and arrangementsreferred to in (a) above and exceeding the valueof rupees five lakhs with any party during theyear have been made at prices which arereasonable having regard to the prevailing marketprices at the relevant time.

6) The Company has not accepted any deposits fromthe public during the year.

7) In our opinion, the Company has an internal auditsystem commensurate with the size and nature of itsbusiness.

8) We have broadly reviewed the books of accountsmaintained by the Company pursuant to the rulesprescribed by the Central Government for themaintenance of cost records under Section 209(1)(d) of the Act and are, of the opinion, that prima facie,the prescribed accounts and records have been madeand maintained. However, we have not made adetailed examination of the records.

9) According to the information and explanations givento us and on the basis of our examination of therecords of the Company, amounts deducted/accruedin the books of account in respect of undisputedstatutory dues including Provident fund, Employees’state insurance, Income-tax, Customs duty, Exciseduty, Service tax, Cess and any other materialstatutory dues have been generally regularly depositedduring the year with the appropriate authorities.According to the information and explanations givento us, there are no undisputed amounts payable inrespect of Income-tax, Sales tax, Customs Duty,Excise duty, Service tax and Cess which wereoutstanding at the year end for a period of more thansix months from the date they became payable.According to the information and explanations givento us, there are no dues outstanding of Sales tax,Income-tax, Customs duty, Wealth tax and Cess onaccount of any dispute as at the year end.

10) The Company has no accumulated losses at the endof the financial year and it has incurred cash loss inthe financial year under this report. The Companyhas not incurred cash loss in the immediatelypreceding financial year.

11) Based on our audit procedures and as per theinformation and explanation provided to us by themanagement, we are of the opinion that the Companyhas not defaulted in repayment of dues to banks or toany financial institutions. The Company does not haveany outstanding debentures or any outstanding loansfrom financial institutions during the year.

12) The Company has not granted loans and advanceson the basis of security by way of pledge of shares,debentures and other securities during the year.

13) In our opinion, and according to the information andexplanation given to us, the Company is not chit fund/nidhi/mutual benefit fund/societies and thereforeprovisions of clause (viii) of paragraph 4 (iii) of theOrder are not applicable;

14) In our opinion, and according to the information andexplanation given to us, the Company is not a dealeror trader in shares, securities, debentures and otherinvestments.


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15) According to the information and explanation given tous, the Company has not given any guarantee forloans taken by others from banks or f inancialinstitutions.

16) The Company had not availed term loans from banksand financial institutions.

17) According to the information and explanations givento us and on an overall examination of the BalanceSheet, we report that no funds raised on short termbasis have been used for long term investment.

18) The Company has not made preferential allotment of sharewarrants to parties covered in the Register maintainedunder section 301 of the Companies Act, 1956.

19) The Company did not have any outstandingdebentures during the year.

20) The Company has not made any public issues of itsequity during the year and therefore the question ofdisclosing the end use of money does not arise.

21) According to the information and explanation given tous, no material fraud on or by the Company has beennoticed or reported during the course of our audit.

For Amarnath Kamath and AssociatesChartered Accountants

[Firm registration no. 000099S]

Amarnath KamathBangalore Partner30th April, 2013 [Membership no. 13124]


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SECRETARIAL COMPLIANCE CERTIFICATE

TO THE SHAREHOLDERS OF ADOR MULTIPRODUCTS LIMITED

We have examined the registers, records, books and papers of M/s. Ador Multiproducts Limited (the Company) asrequired to be maintained under the Companies Act, 1956, (the Act) and the rules made there under and also the provisionscontained in the Memorandum and Articles of Association of the Company, for the financial year ended on 31st March, 2013.In our opinion and to the best of our information and according to the examinations carried out by us and explanationsfurnished to us by the Company, its officers and agents, we certify that in respect of the aforesaid financial year:

1. The Company has kept and maintained all registers as stated in Annexure ‘A’ to this certificate, as per the provisionsand the rules made there under and all entries therein have been duly recorded.

2. The Company has filed the forms and returns as stated in Annexure ‘B’ to this certificate with the Registrar ofCompanies, Regional Director, Central Government, Company Law Board or other authorities prescribed under the Actand the rules made there under.

3. The Company being Public Limited Company, the comments are not required.

4. The Board of Directors met four times on 27th April, 2012, 19th July, 2012, 26th October, 2012 and 29th January, 2013 inrespect of which meetings, proper notices were given and proceedings were properly recorded and signed in theMinutes Book maintained for the purpose.

5. The Company has closed its Register of Members from 13th July, 2013 to 19th July, 2013 and necessary compliance ofSection 154 of the Act has been made.

6. The Annual General Meeting for the financial year ended on 31st March, 2012 was held on 17th July, 2012 after giving duenotice to the members of the Company and the resolutions passed thereat were duly recorded in the Minutes Bookmaintained for the purpose.

7. No Extra Ordinary General meeting was held during the financial year.

8. The Company has not advanced any loans to its Directors or Persons or Firms or Companies referred to under Section295 of the Act during the year.

9. During the year, the Company has reimbursed business promotion expenses to a group Company which was incurredon behalf of the Company.

10. The Company has made necessary entries in the register maintained under section 301 of the Act.

11. During the year the Company has paid professional fees to persons covered under Section 314 of the Act.

12. The Company has not issued any duplicate share certificates during the financial year.

13. (i) There was no allotment of securities and lodgment thereof for transfer/transmission or any other purpose during thefinancial year.

(ii) The Company has not deposited any amount in a separate Bank Account as no dividend was declared during thefinancial year.

(iii) The Company was not required to post warrants to any member of the Company as no dividend was declared duringthe financial year.

(iv) The Company was not required to transfer the amounts in unpaid dividend account, application money due forrefund, matured debentures and the interest accrued thereon which have remained unclaimed or unpaid for a periodof seven years to Investor Education and Protection Fund as there was no such amounts due for transfer during thefinancial year under review.

(v) The Company has complied with the requirements of Section 217 of the Act.

14. The Board of Directors of the Company is duly constituted. There was no appointment of Additional Directors, AlternateDirectors and Directors to fill casual vacancy during the financial year.

15. The Company has not appointed any Managing Director/Whole-time Director/Manager during the financial year.

16. The Company has not appointed any sole-selling agent during the financial year.

17. The Company was not required to obtain any approval from the Central Government, Company Law Board, RegionalDirector, Registrar or such other authorities as may be prescribed under the various provisions of the Act, during thefinancial year.

18. The Directors have disclosed their interest in other firms/companies to the Board Directors pursuant to the provisionsof the Act and the rules made there under.

19. The Company has not issued any shares/debentures/other securities during the financial year.

20. The Company has not bought back shares during the financial year.

21. The Company has not redeemed any preference shares during the financial year.

22. There were no transactions necessitating the Company to keep in abeyance the rights to dividend, rights shares andbonus shares, pending registration of transfer of shares.

23. The Company has not invited or accepted any deposits falling under the purview of Section 58A during the financial year.

24. The Company has not made any long term borrowings during the financial year ended 31st March, 2013.


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25. The Company has not made any loans and investments, or given guarantees or provided security to other bodiescorporates and consequently no entries has been made in the register kept for the purpose.

26. The Company has not altered the provisions of the memorandum with respect to situation of the Company’s registeredoffice from one state to another during the year under scrutiny.

27. The Company has not altered the provisions of the Memorandum with respect to the objects of the Company during theyear under scrutiny.

28 The Company has not altered the provisions of the Memorandum with respect to name of the Company during the yearunder scrutiny.

29. The Company has not altered the provisions of the Memorandum with respect to share capital of the Company duringthe year under scrutiny.

30. The Company has not altered its articles of association during the financial year.

31. There was no prosecution initiated against or show cause notice received by the Company and also no fines andpenalties or any other punishment imposed on the Company during the financial year for offences under the Act.

32. The Company has not received any money as security from its employees during the financial year.

33. The Company has remitted both employee’s and employer’s contribution to Provident Fund with prescribed authoritiespursuant to section 418 of the Act. For Ganapathi and Mohan

Company Secretaries

K. ChandramohanPartner

(C.P. no.3748)

Bangalore27th April, 2013

Annexure ‘A’- Secretarial Compliance CertificateName of the Company: M/s. Ador Multiproducts Limited Registration Number: 08/000545

Registers as maintained by the Company:

Sl.No. Section Number Name of the Register

1 150 Register of Members (as confirmed by the R&T agent)

2 193 Minutes of meetings of the Board of Directors

3 193(1) Minutes of General Meetings

4 303 Register of Directors

5 307 Register of Directors’ shareholding

6 301 Register of Contracts

Annexure ‘B’- Secretarial Compliance CertificateReturns/Documents/forms filed with the Registrar of Companies, Regional Director, Central Government or other authoritiesduring the financial year ended 31st March 2013.

(i) Registrar of Companies:

Sl. Form No. Relevant Description Date of Whether filed If delay in filing,No. Section filing within prescribed whether requisite

time additional feeYes/No paid Yes /No

1 Form 220 Balance Sheet 29.11.2012 Yes No23AC/ 23ACA as at 31.03.2012

2 Form 66 383A Compliance Certificate 10.08.2012 Yes No

3 Form 20B 159 Annual Return as at 11.09.2012 Yes No17.07.2012

(ii) Regional Director: Nil

(iii) Central Government and other agencies : Nil For Ganapathi and MohanCompany Secretaries

K. ChandramohanPartner

(C.P. no.3748)Bangalore27th April, 2013


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BALANCE SHEET AS AT MARCH 31, 2013

PARTICULARS NOTE AS AT AS AT31.03.2013 31.03.2012

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EQUITY AND LIABILITIES

Shareholders’ fundsShare capital 2.01 2,61,41,780 2,61,41,780

Reserves and surplus 2.02 2,02,74,024 2,47,39,740

Non-current liabilities

Deferred tax liabilities (net) 2.03 – 13,88,650

Long-term provisions 2.04 4,70,321 7,01,078

Current liabilities

Short-term borrowings 2.05 77,52,136 50,97,961

Trade payables 2.06 77,58,271 67,99,910

Other current liabilities 2.07 41,77,591 25,24,400

TOTAL 6,65,74,123 6,73,93,519

ASSETS

Non-current assets

Fixed assets 2.08

Tangible assets 1,11,63,109 1,20,73,370

Intangible assets 17,96,497 15,45,595

1,29,59,606 1,36,18,965

Deferred tax asset 5,88,952 –

Non-current investments 2.09 5,35,680 5,35,680

Long-term loans and advances 2.10 17,58,355 26,34,593

Current assets

Inventories 2.11 1,51,21,017 1,51,31,659

Trade receivables 2.12 2,66,30,371 2,65,33,600

Cash and cash equivalents 2.13 52,73,862 74,68,066

Short-term loans and advances 2.14 37,06,280 14,70,956

TOTAL 6,65,74,123 6,73,93,519

As per our report of even date attached For and on behalf of the Board of DirectorsFor AMARNATH KAMATH AND ASSOCIATESChartered Accountants[Firm registration no. 000099S]AMARNATH KAMATH DEEP A. LALVANI ARUNA B. ADVANIPartner[Membership no. 13124] Chairman Director

Bangalore Mumbai30th April, 2013 26th April, 2013

Significant accounting policies and notes to the financial statements (refer notes 1 & 2)


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STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2013

PARTICULARS NOTE Year ended Year ended31.03.2013 31.03.2012

` `

INCOME

Revenue from operations 2.15 12,80,99,407 11,96,40,699

Less: Excise Duty 1,21,51,007 77,51,796

11,59,48,400 11,18,88,903

Other income 2.16 4,39,528 19,69,879

Total Revenue 11,63,87,928 11,38,58,782

EXPENDITURECost of materials consumed 2.17 4,46,49,281 3,79,28,093

Purchase of traded goods 5,34,00,356 5,53,69,541

Changes in inventories of finished goods,

work-in-progress and stock-in-trade 2.18 (10,46,162) (5,65,329)

Employee benefit expenses 2.19 1,37,94,891 1,10,01,883

Finance costs 2.20 5,85,916 3,07,150

Depreciation and amortisation expenses 2.21 19,62,047 16,84,101

Other expenses 2.22 94,84,917 79,25,511

Total Expenses 12,28,31,246 11,36,50,950

Profit/(Loss) before tax (64,43,318) 2,07,832

Tax expense:

Current tax – 39,103

MAT credit – (39,103)

Deferred tax 19,77,602 1,52,768

19,77,602 1,52,768

Profit/(Loss) for the year (44,65,716) 3,60,600

Earnings per equity share:

(1) Basic (1.71) 0.14

(2) Diluted (1.71) 0.14

Significant accounting policies and notes to the financial statements (refer notes 1 & 2)As per our report of even date attached For and on behalf of the Board of DirectorsFor AMARNATH KAMATH AND ASSOCIATESChartered Accountants[Firm registration no. 000099S]AMARNATH KAMATH DEEP A. LALVANI ARUNA B. ADVANIPartner[Membership no. 13124] Chairman Director



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Note - 1: Significant accounting policies:

Basis of preparation of the Financial Statements:

These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles(GAAP) in India and presented under the historical cost basis of accounting and evaluated on a going concern basis,with revenues recognised and expenses accounted for on their accrual to comply in all material aspects with theapplicable Accounting Principles, the applicable Accounting Standards notified u/s. 211 (3C) of the Companies Act,1956, other relevant provisions of the Companies Act, 1956 and the guidelines issued by the Securities and ExchangeBoard of India (SEBI).

Use of estimates:

The preparation of financial statements requires estimates and assumptions to be made that affect the reportedbalances of assets on the date of the financial statements and the reported amount of revenues and expenses during thereporting period. Accounting estimates could change from period to period. Actual results could differ from theseestimates. Appropriate changes in estimates are made as and when the Management becomes aware of changes in thecircumstances surrounding the estimates. Changes in estimates are reflected in the financial statements in the periodin which the changes are made and if material, their effects are disclosed in the notes to the financial statements.

Significant accounting policies adopted in the preparation and presentation of these financial statements are:

A. Revenue recognition:i. Sales are recognised when goods are supplied and are recorded net of discounts. Sale revenues are

presented net of value-added taxes in the Statement of Profit and Loss.

ii Income from conversion job is recognised on its completion and on its acceptance by the customers.

iii Dividend income is accounted for in the year in which the right to receive the same is established.

iv Interest income is recognised using the time-proportion method, based on rates implicit in the transaction.

B. Fixed assets:

Tangible assets shown under gross block are valued at cost of acquisition inclusive of inward freight, duties, taxesand other incidental expenses related to its acquisition. All such direct costs are capitalised when the tangible fixedassets are ready for use.

Intangible assets relating to product development are recorded at actual cost incurred on development of productsand are capitalized once the products receive approvals from the relevant authorities and the same are carried atcost less accumulated amotisation.

C. Depreciation and amortisation:

i Depreciation on tangible assets have been calculated in accordance with the revised Schedule XIV of theCompanies Act, 1956 as under:

a. At the cosmetics unit, tangible assets (except vehicles) being depreciated on straight line method. Inrespect of vehicles, written down value method has been adopted.

b. At the Trading division, tangible assets being depreciated on written down value method.

ii Depreciation on additions to fixed assets during the current year is charged on prorata basis, for the periodof use.

iii Intangible assets are amortised over their estimated useful lives.

D. Impairment of assets:

Impairment loss is charged to the Statement of Profit and Loss in the year in which an asset is identified asimpaired. The impairment loss recognised in prior accounting period is reversed if there has been a change in theestimate of recoverable amount.

E. Investments:Investments are valued at cost.

F. Inventories are valued as under:

i Trading goods - at cost or net realisable value, whichever is lower;

ii Raw materials and packing materials - At cost or net realisable value, whichever is lower.

iii Process stock - At cost or estimated realisable value, whichever is lower and

iv Finished goods - At cost or net realisable value, whichever is lower and are inclusive of cenvat thereon.

Note: Cost is determined on a weighted average basis.


15

G. Employee benefits:i Gratuity: The Company has computed its liability towards future payments of gratuity to employees, on

actuarial basis and the amount is charged to the Statement of Profit and Loss.ii Superannuation: The Company contributes towards superannuation fund, for future payment of retirement

benefits to employees. The contributions accruing during each year are charged to the Statement of Profitand Loss.

iii Leave encashment liabilities are determined by actuarial valuation done at the end of the year and the chargefor the current year is debited to the Statement of Profit and Loss.

iv Employer’s contribution to Provident fund is charged to the Statement of Profit and Loss.

H. Foreign currency transactions:Transactions denominated in foreign currencies are recorded at the exchange rate prevailing on the date of thetransaction or that approximates the actual rate on the date of transaction. Any income or expense on account ofexchange difference either on settlement or on translation is recognised in the Statement of Profit and Loss.Assets and Liabilities payable in foreign currencies are restated at the year-end exchange rates.

I. Leases:Lease rental payments under operating leases are recognised as an expense on a straight line basis in theStatement of Profit and Loss over the lease term.

J. Taxes on income:i Current tax:

Provision for current tax is computed after considering tax allowances and exemptions.ii Minimum Alternate tax :

Minimum alternate tax (MAT) paid in accordance with the tax laws, which gives rise to future economicbenefits in the form of tax credit against future income tax liability, is recognised as an asset in the BalanceSheet if there is evidence that the Company will pay normal tax in the future and when the resultant asset canbe measured reliably.

iii Deferred tax:Provision for deferred taxation is made using the applicable rate of taxation, for all timing differences whicharise during the year and are reversed in subsequent periods.

K. Provisions and contingent liabilitiesBased on the best estimate of the Management, provisions are determined on the outflow of economic benefitswhich are required to settle the obligation as at the reporting date. Where no reliable estimate can be made, adisclosure is made as contingent liability. A disclosure for a contingent liability is also made when there is a possibleobligation that may, but probably will not; require an outflow of the Company’s resources.

L. Cash flow statementCash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactionsof non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item ofincome or expenses associated with investing or financing cash flows. Cash flows from operating, investing andfinancing activities of the Company are segregated, accordingly.

Note - 2: Notes to the Financial Statements

2.01 Share capital:

The Company has a class of shares, referred to as equity shares, having a par value of `10/- per share. Each holderof equity shares is entitled to one vote per share.

a. Share capital:

Particulars

Authorised:Equity shares of `10/- each 30,00,000 3,00,00,000 30,00,000 3,00,00,000

IssuedEquity shares of `10/- each 26,18,117 2,61,81,170 26,18,117 2,61,81,170

Subscribed and paid up:Equity shares of `10/- each 26,14,178 2,61,41,780 26,14,178 2,61,41,780

Par value per equity share 10 10

As at March 31, 2013

As at March 31, 2012

Nos. ` Nos. `


16


b Reconciliation of number of equity shares:

ParticularsNos. ` Nos. `

Shares outstanding at the beginningof the year 26,14,178 2,61,41,780 25,20,939 2,52,09,390

Shares issued during the year – – 93,239 9,32,390

Shares outstanding at the end of the year 26,14,178 2,61,41,780 26,14,178 2,61,41,780

c The details of shareholding of more than 5% shares are set out below:

Name of the Shareholder No. of % of share No. of % of shareshares held holding shares held holding

J B Advani and Co Private Limited 7,44,444 28.48 7,44,444 28.48

d As on the date of the Balance Sheet:

(i) (a) The Company did not issue any equity share as fully paid equity share pursuant to contracts without payment being received in cash.

(b) The Company did not issue any fully paid bonus share.

(ii) The Company also did not buy back any equity share.

e Issue/conversion of equity shares:As on the date of the Balance Sheet, the Company has not issued any securities like convertible preferenceshares, convertible debentures, etc., which are convertible in to equity/preference shares.

f Every shareholder is entitled to one vote for each equity shares held. The shareholders’ right to dividend and othermatters are governed by the Articles of Association of the Company and the Companies act, 1956.

2.02 Reserves and surplus:

Particulars As at As atMarch 31, 2013 March 31, 2012

` `

Capital reserve:

Opening balance 85,571 85,571Closing balance 85,571 85,571

General reserve:

Opening balance 25,02,300 25,02,300Closing balance 25,02,300 25,02,300

Securities premium account:

Opening balance 1,33,35,662 1,27,76,228Add: Credited during the year – 5,59,434Closing balance 1,33,35,662 1,33,35,662

Surplus in the Statement of Profit and Loss:

Opening balance 88,16,207 84,55,607Add: Profit / (Loss) for the current year (44,65,716) 3,60,600Closing balance 43,50,491 88,16,207

Total 2,02,74,024 2,47,39,740

Current year Previous year

As at March 31, 2013 As at March 31, 2012Particulars


17

Note - 2: Notes to the Financial Statements2.03 Deferred tax:

Deferred tax is recognised, subject to prudence in respect of deferred tax, on timing difference, being the differencebetween taxable income and accounting income that originate in one period and are capable of reversal in one or moresubsequent periods.

Particular As at As atMarch 31, 2013 March 31, 2012

` `

Tax effect on:

Difference between books and income tax written down value of depreciablefixed assets (14,97,087) (17,05,220)Unabsorbed business loss and depreciation 19,40,709 37,403Disallowances under the Income tax Act, 1961 1,45,330 2,79,167

Net deferred tax asset / (liabilities) 5,88,952 (13,88,650)

2.04 Long term provisions:


` `

Provision for employee benefits:Provision for gratuity to employees 2,88,274 4,47,420Provision for compensated absences 1,82,047 2,53,658

Total 4,70,321 7,01,078

2.05 Short-term borrowings:


` `

Secured-Working capital loans from Banks 77,52,136 50,97,961

Total 77,52,136 50,97,961

Secured by : Working capital loan is secured by hypothecation of present and future stock of raw materials, packingmaterials, stock-in-process, finished goods, book debts, factory land & building and plant & machinery.

2.06 Trade Payables:


` `

Trade payables 77,58,271 67,99,910

Total 77,58,271 67,99,910

2.07 Other current liabilities:


` `

Statutory liabilities 7,84,480 2,83,577Provision for expenses 23,67,462 12,15,174Unpaid dividends 10,25,649 10,25,649

Total 41,77,591 25,24,400


18

2.09 Non-current investments:


` `

Non trade investments:

a) Quoted – In equity shares:300 shares of `10/- each, fully paid up of Canara Bank 10,500 10,500

b) Unquoted – In equity shares:1. 10 shares of South Zone Paper Distributors Limited 200 200

of `100/- each (`20/- called up per share)

2. 166 shares of `30/- each, fully paid up of 4,980 4,980

Bombay Mercantile Co-operative Bank Limited

3. 800 shares of `25/- each, fully paid up of 20,000 20,000

CKP Co-operative Bank Limited, Mumbai

c) Quoted – in mutual funds13,195.746 units of HDFC equity fund 5,00,000 5,00,000

Total 5,35,680 5,35,680

Aggregate value of quoted investments 5,10,500 5,10,500

Aggregate value of un-quoted investments 25,180 25,180

Market value of quoted investments 6,34,560 6,72,287

Note - 2: Notes to the Financial Statements2.08. Fixed assets:

A. Tangible assets:Land 29,870 – 29,870 – – – – 29,870 29,870Building 1,12,60,759 2,07,822 1,14,68,581 52,12,047 4,91,797 – 57,03,844 57,64,737 60,48,712Borewell 68,951 – 68,951 68,951 – – 68,951 – –Electrical fittings 11,21,051 – 11,21,051 11,16,717 4,334 – 11,21,051 – 4,334Plant & equipment 1,89,71,600 3,007 1,89,62,507 1,38,56,747 8,98,010 719 1,47,54,038 42,08,469 51,14,853

(12,100)Computers 15,31,063 12,619 15,43,682 14,71,562 36,472 – 15,08,034 35,648 59,501Furniture & fixtures 10,52,583 4,47,162 14,99,745 5,17,458 71,666 – 5,89,124 9,10,621 5,35,125Office equipment 10,82,696 – 10,66,196 8,20,600 45,875 1,111 8,65,364 2,00,832 2,62,096

(16,500)Vehicles 3,00,523 – 3,00,523 2,81,644 5,947 – 2,87,591 12,932 18,879

Total 3,54,19,096 6,42,010 3,60,61,106 2,33,45,726 15,54,101 1,830 2,48,97,997 1,11,63,109 1,20,73,370

B. Intangible assets:Product development 17,41,240 6,58,848 24,00,088 1,95,645 4,07,946 – 6,03,591 17,96,497 15,45,595

Grand Total (A+B) 3,71,60,336 13,00,858 3,84,61,194 2,35,41,371 19,62,047 1,830 2,55,01,588 1,29,59,606

Previous year 3,59,93,012 11,67,324 3,71,60,336 2,18,57,270 16,84,101 – 2,35,41,371 – 1,36,18,965

GROSS BLOCK NET BLOCKACCUMULATED DEPRECIATION

Particulars Balanceas at

April 1, 2012

Additions/(deletions)

duringthe year

Balance as atMar 31, 2013

Balanceas at

Apr 1, 2012

Depreciation for

the year

On disposal Balanceas at

Mar 31, 2013

Balance as atMarch 31,

2013

Balanceas at

Mar 31, 2012

` ` ` ` ` ` ` ` `


19


2.10 Long term loans and advances:


` `

Unsecured, considered good

Deposits with Government authorities 5,99,621 4,07,121

Earnest money deposits 1,00,000 4,02,750

Other receivables 8,82,635 8,82,635

Dealer deposits 1,76,099 2,40,000

Advances – 7,02,087

Total 17,58,355 26,34,593

Other receivables relate to advance of `8,82,635/- (Pr. Yr `8,82,635/-) due from an ex-employee of the Company, on whomlegal action has been initiated, which in the opinion of the management, is fully recoverable.

2.11 Inventories:


` `

Raw materials 24,65,454 27,99,327Traded goods 98,83,754 83,99,332Work-in-progress 1,14,920 54,634Finished goods 2,05,850 8,34,659Packing materials 24,51,039 30,43,707

Total 1,51,21,017 1,51,31,659

2.12 Trade receivables:


` `

(a) Trade receivables outstanding for a period

exceeding six months from the date they were due

for payment:

Unsecured – considered good * 97,00,146 42,77,069

(b) Other trade receivables:Unsecured – considered good 1,69,30,225 2,22,56,531

Total 2,66,30,371 2,65,33,600

* Trade receivables of `1,22,297/- (Pr. Yr. `10,31,165/-) represents dues from certain parties, on whom legal action hasbeen initiated, which in the opinion of the management, are fully recoverable.


20


2.13. Cash and cash equivalents:


` `

Cash in hand 25,493 57,335Balances with banks – in current accounts 6,40,647 8,72,791Deposits with banks with maturity more than three 32,77,073 54,07,291months but less than 12 monthsEarmarked balances (Unclaimed dividend account) 10,25,649 10,25,649Margin monies with Bank for Guarantees issued 3,05,000 1,05,000

Total 52,73,862 74,68,066

2.14. Short term loans and advances:


` `Prepaid expenses 1,84,526 1,00,044Taxes/duties inputs credit/refund due 9,67,141 2,46,143Staff and other advances – 4,66,614Advances to suppliers 6,78,505 5,21,439Advance income tax and TDS (net of provision) 18,76,108 1,36,716

Total 37,06,280 14,70,956

2.15 Revenue from operations:

Particulars Year ended Year endedMarch 31, 2013 March 31, 2012

` `a) Sale of products:

Manufactured goods (incl. scrap sales) 6,16,31,826 5,11,84,245

Traded goods 5,99,34,279 6,12,29,207

b) Conversion receipts 65,33,302 56,63,747

c) Commission and incentives – 15,63,500

Total 12,80,99,407 11,96,40,699

2.16 Other non-operating revenues:

Other revenues Year ended Year endedMarch 31, 2013 March 31, 2012

` `

Interest 3,25,279 3,49,055Dividend 56,083 56,083Insurance claims – 1478582Exchange gain 14,683 –Reversal of liabilities no longer payable 43,483 86,159

Total 4,39,528 19,69,879


21


2.17 Cost of materials consumed:


` `

A. Raw materials:Opening stock 27,99,327 26,21,264Add: Purchases 1,62,83,088 1,41,12,397Total 1,90,82,415 1,67,33,661Less: Closing stock 24,65,454 27,99,327

Total 1,66,16,961 1,39,34,334

B. Packing materials:Opening stock 30,43,707 41,40,547Add: Purchases 2,39,90,100 2,05,77,186Less: Closing stock 24,51,039 30,43,707

Total 2,45,82,768 2,16,74,026

C. Carriage inwards 27,57,060 18,28,934

D. Consumables 6,92,492 4,90,799

Total 4,46,49,281 3,79,28,093

2.18 Changes in inventory of finished goods, work-in-progress and stock-in-trade:


` `

A. Inventories at year end:Finished goods 2,05,850 8,34,659Work-in-progress 1,14,920 54,634Traded goods 98,83,754 83,99,332

Sub total (1,02,04,524) (92,88,625)

B. Inventories at beginning of the year:Finished goods 8,34,659 1,38,287Work-in-progress 54,634 94,211Traded goods 83,99,332 83,42,199

Sub total 92,88,625 85,74,697

C. Variation in opening and closing values ofexcise duties on finished goods (1,30,263) 1,48,599

Total (10,46,162) (5,65,329)


22


2.19 Employees benefit expenses:


` `

Salaries, allowances and other benefits 1,24,22,375 1,00,66,347Contribution to Provident and other funds 6,22,100 3,76,820Gratuity 91,656 84,719Staff welfare 6,58,760 4,73,997

Total 1,37,94,891 1,10,01,883

2.20 Finance cost:


` `

Interest on working capital borrowings 5,85,916 2,75,277Exchange loss – 31,873

Total 5,85,916 3,07,150

2.21 Depreciation and amortisation expenses:


` `Tangible assets 15,54,101 14,88,456Intangible assets 4,07,946 1,95,645

Total 19,62,047 16,84,101

2.22 Other expenses:


` `

Rent, rates taxes and insurance 10,55,546 9,71,953Power and fuel charges 12,22,628 7,88,386Travelling and conveyance 14,19,882 11,47,263Printing stationery and postage 2,98,733 2,52,762Communication costs 4,42,598 3,45,965Legal and professional charges 16,62,729 14,59,525Packing and forwarding expenses 77,295 1,30,006Security charges 8,00,702 8,02,691Advertisement 1,02,314 83,807Repairs and maintenance:- Plant and machinery 8,49,475 5,21,239- Others 3,65,527 2,73,175Sales promotion 1,79,923 76,350Directors’ sitting fees 66,000 87,000Royalty 24,667 23,778Payment to auditors 1,42,000 1,18,000Bank charges 43,967 95,794Miscellaneous expenses 7,30,931 7,47,817

Total 94,84,917 79,25,511


23


2.23 Earnings per share:The Company has calculated its earning per share as per Accounting Standard - 20 issued by The Institute of CharteredAccountants of India, as under:


` `

Net Loss for the year (`) (44,65,716) 3,60,600Number of Equity shares issued 26,14,178 26,14,178Basic earnings per share of `10/- each (1.71) 0.14Diluted earnings per share of `10/- each (1.71) 0.14

The Company does not have any outstanding dilutive potential equity shares as at 31st March, 2013. Consequently, thebasic and diluted earnings per share of the Company remain the same as at 31st March, 2013.

2.24 Operating Lease:

a. The Company has executed lease agreements under operating leases, which are not non-cancellable and arerenewable by mutual consent on mutually agreeable terms. Lease rental payments of `5,74,800/- (Pr.Yr. `4,93,950/-)made by the Company are recognised in the Statement of Profit and Loss.

b. Lease rental payables:


` `

Lease payments for the year 5,43,911 4,93,650

Minimum Lease Payments:

For next one year 5,44,559 5,43,911

For more one year and less than three years 9,25,368 –

2.25 Value of imported and indigenous materials consumed:


% ` % `Raw materials:

Imported 0.02 3,632 0.09 12,508Indigenous 99.98 1,66,13,329 99.91 1,39,21,826

100.00 1,66,16,961 100.00 1,39,34,334Packing materials:Indigenous 100.00 2,45,82,768 100.00 2,16,74,026ConsumablesIndigenous 100.00 6,92,492 100.00 4,90,799

2.26 Contingent liabilities and commitments:a) Guarantees given by the banks on behalf of the Company - `3.05 lakhs (Pr.Yr `0.95 lakhs)b) Uncalled liability on partly paid shares of South Zone Paper Distributors Limited : `800/- (Pr.Yr `800/-)

2.27 Disclosure under the Micro, Small and Medium Enterprises Development Act, 2006:The Company is in the process of compiling relevant information relating to Micro, Small and Medium Enterprises(MSME). Since the relevant information is not available, no disclosures have been made in the financial statements.However, in the opinion of the management, the impact of interest, if any, that may be payable in accordance with theprovisions of MSMED Act, 2006, is not expected to be material.


24


2.28 Export earnings:The Company has not exported any goods during the year nor earned any foreign income during the year(Pr. Yr. ` Nil )

2.29 Related party transactions : Disclosures as per Accounting Standard 18:

1. Names of related parties and description of relationship with the Company:

a. Associates Companies : J B Advani and Company Private Limited, Ador Welding Limited, Ador Powertron Limited and Ador Fontech Limited

b. Key managerial personnel : Mr. Deep A. Lalvani, Chairman, Ador Multiproducts Limited

2. Nature of Transactions with related parties:

Sl. Particulars JB Advani and Co. Ador Welding Ador Powertron Ador Fontech Relative ofNo Private Limited Limited Limited Limited key-management

personnel

` ` ` ` `

1 Receipt of monies – – – – –towards share warrants (11,18,868) – – – –

2 Purchase of traded goods – 4,73,96,378 – – –

– (5,52,31,842) – – –

3 Reimbursement of – 73,762 2,40,379 – –

expenses – (28,759) (2,23,716) (39,366) (89,757)

4 Royalty payment – 24,667 – – –

– (23,778) – – –

5 Professional fees – – – – –

– – – – (2,40,000 )

6 Purchase of office – – 29,250 – –

Equipment – – – – –

7 Sale of manufactured / – 1,96,190 30,287 10,500 –

traded goods – – – – –

* figures in brackets represent previous year’s amount.


25

Note - 2: Notes to the Financial Statement

2.30 Disclosures relating to related parties transactions:

Balances Due Maximum amount due

Related parties As at As at FY 2012-13 FY 2011-12March 31, 2013 March 31, 2012

Ms. Reshma A. Lalvani – – – 1,07,876J B Advani and Co. Private Limited – – – (30,424)Ador Fontech Limited – (7,763) (7,763) 21,792Ador Powertron Limited 2,400 36,105 36,105 46,682Ador Welding Limited (19,47,542) – 54,48,606 –Ador Welding Limited 1,69,749 – 1,69,749 –Dealer deposits 1,40,000 1,40,000 1,40,000 1,40,000Advances against supplies 6,65,982 6,65,982 17,02,758

2.31 Expenditure in foreign currencies:


` `

Travel expenses – 31,603

Total – 31,603

2.32 C I F value of imports:


` `

Raw materials – 60,328Traded goods 3,38,598 7,33,982

Total 3,38,598 7,94,310

2.33 Payment to auditors:


` `

Audit fees 93,000 93,000Tax audit fees 15,000 15,000Taxation matters 20,000 –Certification fees and other services 14,000 10,000

Total 1,42,000 1,18,000

2.34 Purchase of traded goods:


` `

Cosmetic products 5,97,530 10,51,401Welding consumables and spares 4,81,52,836 3,85,64,571Welding equipment 46,49,990 1,57,53,569

Total 5,34,00,356 5,53,69,541


26


2.35 Defined benefit obligations:a. Gratuity

Particulars Amount (`)

1. Changes in present values:Obligation at the beginning of year 4,47,420Interest cost 28,500Service cost 25,436Actuarial (gain)/loss (9,145)Obligation at the end of the year 2,88,274

2. Changes in the fair value 2,67,158

3. Fair value of plan assetsStatus-non-fund-treated as long term provision 2,88,274

4. Liability recognised in the Balance Sheet 2,88,274

5. Expenses recognised in the Statement of Profit and LossService cost 25,436Interest cost 28,500Expected return on plan assets –Actuarial (gain)/loss (9,145)Additional liability 46,865Gratuity debit in the Statement of Profit and Loss 91,656

6. Assumptions:Interest rate 8.25%Discount factor 8.25%Estimated rate of return on plan assets 0.00%Salary increase 6.00%Attrition rate 5.00%Retirement age 60

The above information is as certified by the Actuary.b. Compensated absences

Cumulative defined benefit obligation of compensated absence (unfunded) amounts to `2,88,274/-.

2.36 Defined contribution scheme

The Company has contributed to superannuation fund year on year. Hence, no further liability accrues to the Companyon this account.

2.37 All other contractual liabilities connected with the business operations of the Company have been appropriately provided for.

2.38 In the opinion of the Board and to the best of its knowledge and belief, the value on the realisation of current assets, loansand advances, will in the ordinary course of its business, not be less than the amounts at which they are stated in theBalance Sheet.

2.39 Segment reporting:a) Segment policies:

Revenues and identifiable operating expenses in relation to the segments are categorised based on items that areindividually identifiable to that segment. In case where the management believes it is not practical to providedisclosure relating to some expenses, then these expenses are separately disclosed as ‘unallocated’ and adjustedagainst the total income of the Company.


27


b) Business segments:

For management reporting purpose, the Company is organised in to two major operating segments:

i) Manufacturing of personal care products and job work thereon.

ii) Trading of welding equipment and accessories.

The above segments have been identified taking in to account the organisation’s structure as well as the differingrisks and returns of these segments.

c) The accounting policies adopted for segment reporting are in line with the accounting policies adopted by theCompany for the purpose of these financial statements.

d) In the opinion of the Company all revenues are from India and hence, it has only one geographical segment. Accord- ingly secondary segment is not applicable.

2.40 Figures in the financial statements are rounded off to the nearest rupee.

Financial Year 2012-13 Financial Year 2011-12

Manufacturingof personalcare products,job work &commissionbusiness

Trading ofweldingequipment &accessories

Total Manufacturingof personal careproducts, jobwork &commissionbusiness

Trading ofweldingequipment &accessories

Total

Segment revenueFrom operations 5,75,69,824 5,83,78,576 11,59,48,400 4,90,96,696 6,27,92,207 11,18,88,903

Segment reserves (65,04,269) 3,21,588 (61,82,681) (24,31,433) 26,76,265 2,44,832

Unallocated expenses – – – – – 1,10,778

Operating profit – – – – – 1,34,054

Add: Interest income – – 3,25,279 – – 3,49,055

Less:Interest expense – – (5,85,916) – – (2,75,277)

Profit before tax – – (64,43,318) – – 2,07,832

Tax expense – – (19,77,602) – – 1,52,768

Net Profit – – (44,65,716) – – 3,60,600

Other informationSegment assets 2,35,29,796 2,89,60,088 5,24,89,884 4,49,41,129 82,97,745 5,32,38,874

Segment liabilities 1,34,46,030 62,41,967 1,96,87,997 87,07,082 57,15,189 1,44,22,271

Capital expenditure- Additions 13,16,839 12,619 13,29,458 11,67,324 – 11,67,324

Depreciation andamortisation 19,42,854 19,193 19,62,047 16,57,049 27,052 16,84,101

` ` ` ` ` `

Particulars


28

CASH FLOW STATEMENT FOR THE YEAR 2012 – 13

Year ended March 31, 2013 Year ended March 31, 2012

` ` ` `

A. CASH FLOW FROM OPERATING ACTIVITIES:

Profit before tax as per Statement of Profit and Loss (64,43,318) 2,07,832

Adjustments for -

Depreciation and amortisation 19,62,047 16,84,101

Interest on loans 5,85,916 2,75,277

Interest income (3,25,279) (3,49,055)

Dividend income (56,083) (56,083)

21,66,601 15,54,240

Operating profit before changes in working capital (42,76,717) 17,62,072

Adjustments for:

Trade and other receivables (96,771) 18,78,192

Inventories 10,642 2,04,849

Movement in loans and advances (13,59,086) (5,12,988)

Trade payables, other liabilities and provisions 50,34,970 35,89,755 (17,96,178) (2,26,125)

Net cash generated/(used) in Operating activities (A) (6,86,962) 15,35,947

B. CASH FLOW FROM INVESTING ACTIVITIES :

Purchase of fixed assets (13,29,458) (11,67,324)

Sale of fixed assets 26,770 –Interest income 3,25,279 3,49,055

Proceeds from issue of share warrants – 11,18,868

Dividend income 56,083 56,083

Net cash from Investing activites (B) (9,21,326) 3,56,682

C. CASH FLOW FROM FINANCING ACTIVITIES:

Interest paid (5,85,916) (2,75,277)

Net cash used in Financing activities (C) (5,85,916) (2,75,277)

NET INCREASE/[DECREASE] (A+B+C) (21,94,204) 16,17,352

Net increase/(decrease) in Cash and Cash equivalents: (21,94,204) 16,17,352

Opening balance of Cash and Cash equivalents 74,68,066 58,50,714

Closing balance of Cash and Cash equivalents 52,73,862 74,68,066

For AMARNATH KAMATH AND ASSOCIATESChartered Accountants[Firm registration no. 000099S]AMARNATH KAMATH DEEP A. LALVANI ARUNA B. ADVANIPartner[Membership no. 13124] Chairman Director



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Notes:


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Ador Multiproducts LimitedRegd. Office : A-13 and 14, III Stage, Peenya Industrial Estate, Bangalore - 560 058.

ATTENDANCE SLIP

THIS ATTENDANCE SLIP DULY FILLED IN IS TO BE HANDED OVER AT THE

ENTRANCE OF THE MEETING HALL

Name of the attending Member ...................................................................................................(in Block Letters)

Member's Folio Number ..............................................................................................................

No. of Shares held .....................................................................................................................

Name of the Proxy...........................................................................................................................

(in Block Letters)

I hereby record my presence at the SIXTY FIFTH ANNUAL GENERAL MEETING of the Companyat 9.00 a.m. on Friday, 19th July, 2013 at “Rohini Hall”, Hotel Ajantha, No. 22-A, M.G. Road,Bangalore – 560 001.

* To be signed at the time of handing over this slip .................................................... * Member's/Proxy's Signature

Ador Multiproducts LimitedRegd. Office : A-13 and 14, III Stage, Peenya Industrial Estate, Bangalore - 560 058.

PROXYFolioNo.............................

I/we...........................................................................................................................................

of............................................................................................................................................................

being a Member/Members of Ador Multiproducts Limited here by appoint...........................................

of .............................................................................................................................................

or failing him/her.........................................................................................................................

of .........................................................as my / our proxy in my/our absence to attend and vote forme/us, and my / our behalf at the SIXTY FIFTH ANNUAL GENERAL MEETING of the Company to beheld at 9.00 a.m. on Friday, 19th July, 2013 at “Rohini Hall”, Hotel Ajantha, No. 22-A, M.G. Road,Bangalore – 560 001 and at any adjournment thereof.

Signed this .................................................................... day of ......................................... 2013

Signature

Note : The Proxy and the Power of Attorney (if any) under which it is signed or a notarially certified copy of that powermust be deposited at the Registered Office of the Company at A-13 & 14, III Stage, Peenya Industrial Estate,Bangalore - 560 058, not less than 48 hours before the meeting.


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BOOK-POST

If Undelivered, please return to :

Ador Multiproducts LimitedA-13 and 14, III StagePeenya Industrial EstateBangalore - 560 058.