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Ador Multiproducts Limited

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th

ANNUAL REPORT

2011 - 12

ADOR MULTIPRODUCTS LIMITED

64th Annual Report 2012

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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 ASSOCIATES

Chartered Accountants

Bangalore.

REGISTRAR AND SHARE CANBANK COMPUTER SERVICES LIMITED

TRANSFER AGENT J.P. Royale, 1st Floor

218, 2nd Main, Sampige Road

(Near 14th Cross), Malleswaram

Bangalore – 560 003.

CORPORATE OFFICE A-13 & 14, III Stage,

Peenya Industrial Estate,

Bangalore - 560 058.

WEBSITE www.adormultiproducts.com



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NOTICE

NOTICE is hereby given that the 64th Annual General

Meeting of the Members of the Company will be held at3.00 p.m on Tuesday, 17th July, 2012 at PIA Bhavan,

1 st Cross, 1st Stage, Peenya Industr ial Estate,Bangalore – 560 058 to transact the following business:

ORDINARY BUSINESS

1. Adoption of AccountsTo receive, consider and adopt the audited Balance Sheet

as at 31st March 2012 and the statement of Profit andLoss for the year ended on that date together with

the report of the Directors and the Auditors thereon.

2. Re-appointment of Mr. H.P. LedwaniTo appoint a Director in place of Mr. H.P. Ledwani who

retires by rotation and being eligible offers himself forre-appointment.

3. Re-appointment of Mr. R.A. MirchandaniTo appoint a Director in place of Mr. R.A. Mirchandani

who retires by rotation and being eligible offers himselffor re-appointment.

4. Appointment of Statutory AuditorsTo appoint the retiring auditors, M/s. Amarnath Kamath

and Associates, Chartered Accountants, as theStatutory Auditors of the Company, to hold office from

the conclusion of this Annual General Meeting until theconclusion of the next Annual General Meeting, at suchremuneration as may be determined by the Board of

Directors 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,

and amendments thereof, the accounts for the yearending March 31, 2013 of the manufacturing plants of

the Company, be audited by the Company’s Auditors orsuch other person or persons, other than the Company’s

Auditors and as are qualified for appointment as Auditorsunder Section 226 of the Companies Act, 1956,

and that the Board of Directors be and is herebyauthorised to decide and appoint such Branch/Unit

Auditors in consultation with the Company’s Auditors.”

By order of the Board

Bangalore DEEP A. LALVANI27th April, 2012 Chairman

Registered Office:

A-13 & 14, III Stage

Peenya Industrial Estate


NOTES

a. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE

MEETING IS ENTITLED TO APPOINT A PROXY TO ATTENDAND VOTE INSTEAD OF HIMSELF/HERSELF AND SUCH

PROXY NEED NOT BE A MEMBER OF THE COMPANY.

Proxy form must reach the Company’s Registered

Office not later than 48 hours before the commencement

of the meeting.

b. The Register of Members and Share Transfer Books of

the Company will remain closed from 11th July, 2012 to

17th July, 2012 (both days inclusive).

c. Members are requested to intimate to the Company

immediately, of any change, in their addresses.

d. Members/Bodies Corporate/Proxies are requested

to bring the attendance slip duly filled in for attending

the meeting.

e. Pursuant to the provisions of Section 205A of the

Companies Act, 1956, the amount of dividend which

remains unclaimed for a period of seven years from the

date of declaration would be transferred to the ‘Investor

Education and Protection Fund’. As such, shareholders

who have not encashed their dividend warrants

are requested to write to the Company for

claiming outstanding dividends, if any, in respect of the

previous years.

f. Amount of unclaimed dividend as at March 31, 2012 for

the years 2005 – 06 to 2007 – 08 & 2009 – 10 aggregate

to Rs. 10,25,649/- (Rupees ten lakhs twenty five

thousand six hundred and forty nine only ).


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By order of the Board

Bangalore DEEP A. LALVANI27th April, 2012 Chairman

Name Mr. R.A. Mirchandani

Educational B.Com; MBA

qualification(s)

Work Experience Industrialist and represents

the promoter group. To gain

experience worked with

M/s. Origin Energy as ‘Manager’

Specific area of Operational Management

expertise

Directorship in 1. Ador Welding Limited

other companies 2. J B Advani and Company

Private Limited

Number of shares Nil

held in the Company

Brief profile of the Director’s seekingre-appointment.

Name Mr. H.P. Ledwani

Educational B.Sc (Hons.)

qualification(s) DAM ( Mumbai ), DTMM

Work Experience Started career with Ador Welding

Limited and moved on to Ador

Fontech Limited and has hands-on

experience in Marketing, Sales,

Finance and Operations.

Specific area of Welding, Marketing and Finance

expertise

Directorship in Ador Fontech Limited

other companies

Number of shares Nil

held in the Company


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FOREIGN EXCHANGE EARNINGS AND OUTGOThere were no foreign exchange earnings during the year,

as the customers exported the products manufactured by

the Company.

DIRECTORSIn accordance with the provisions of Article 49 of the Articles

of Association of the Company, Mr. H.P. Ledwani and

Mr. R.A. Mirchandani - Directors of the Company, retire by

rotation at the forthcoming Annual General Meeting and being

eligible offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENTAs required by Section 217(2AA) of the Companies Act,

1956, your Directors confirm that: -

a. The applicable accounting standards have been followed.

b. The accounting policies are reasonable, prudent and

are consistently followed to give a true and fair view of

the state of affairs of the Company.

c. Proper and sufficient care has been taken for

maintenance of adequate accounting records, for

safeguarding the assets of the Company and for

preventing/detecting fraud and other irregularities.

d. The annual accounts have been prepared on a going

concern basis.

AUDITORSThe Company’s Auditors M/s. Amarnath Kamath and

Associates, Chartered Accountants, Bangalore,

retire and are eligible for re-appointment. Further, the

Members are also requested to authorise the Board of

Directors to appoint branch auditors for the current year

to audit the accounts of the Company’s branch offices

and fix their remuneration.

SECRETARIAL COMPLIANCE CERTIFICATEAs per Section 383A of the Companies Act, 1956 the

Secretarial Compliance Certificate obtained from practising

Company Secretary is annexed herewith.

PARTICULARS OF EMPLOYEESNo employee is drawing remuneration of more than

` 2,00,000/- (Rupees two lakhs only) per month,

requiring disclosure under Section 217(2A) of the

Companies Act, 1956 read with the Particulars of

Employees Rules, 1975.

ACKNOWLEDGEMENTYour Directors wish to acknowledge the support extended by

Group Companies, Customers, Suppliers, Government

Agencies, Banks, Employees and Shareholders during the year.

For and on behalf of the Board

Bangalore DEEP A. LALVANI27th April,2012 Chairman

DIRECTORS’ REPORT

Your Directors are pleased to present the 64th Annual

Report and the performance of the Company for the year

ended 31st March, 2012.

FINANCIAL RESULTS (` in lacs)

Year ended Year ended

31.03.2012 31.03.2011

Sales and Other Income

(net Excise Duty) 1097.66 1100.33

Profit before Interest, Depreciation

and Tax 20.67 48.22

Less: Depreciation and Amortisation 14.88 15.10

Interest 3.71 0.93

Profit after Interest and Depreciation 2.08 32.19

Less: Provision for Tax 0.39 11.10

Deferred Tax (1.53) (1.18)

Taxation of earlier years (0.39) (0.15)

Profit for the year 3.61 22.42

Balance of earlier year’s 84.55 62.13

88.16 84.55

DIVIDEND

In view of the marginal profit, your Directors do

not recommend any dividend for the year ended31st March, 2012.

OPERATIONS

Personal Products DivisionDuring the financial year under review, the Company enteredin to agreements with two organisations – ‘SPAR

HYPERMARKET’ and ‘ANGLO FRECH DRUGSCOMPANY’ – for manufacture of their branded personal

care products.

The Company also developed certain new range of personal

care products and test marketed the same, which has been

well received in the market.

Further, the ‘Influence’ range of personal care products

comprising body sprays, hand sanitizers, shampoos, bodylotion, talcum powder and shower gel have received good

response and initial orders are being received.

Trading DivisionHaving established itself as one of the largest distributors

in South India, your Company is positioned for high growth

market segments in other regions. The Company has beenappointed as distributor of Grindwell Norton Limited. This

gives leverage in addition to other complimentary productsof the welding industry.

CONSERVATION OF ENERGYEnergy consumption by the Company is not significant. In

spite, continuous efforts are made to improve the methods

and techniques of application.


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For AMARNATH KAMATH AND ASSOCIATESChartered Accountants

[Firm Registration No. 000099S]

Amarnath KamathPartner

Membership No. 13124

Bangalore.

April 28, 2012

accounting standards referred to in sub-section (3C)

of Section 211 of the Companies Act, 1956;

5. On the basis of a review of the written representations

received from the Directors of the Company as on

March 31, 2012 and taken on record by the Board of

Directors, we report that none of the Directors is

disqualified as on March 31, 2012 from being appointed

as a Director in terms of clause (g) of sub-section (1)

of Section 274 of the Companies Act, 1956, and

6. In our opinion and to the best of our information and

according to the explanations given to us, the said

accounts read with the notes thereon give the

information required by the Companies Act, 1956, in

the manner so required and give a true and fair view

in conformity with the accounting principles generally

accepted in India:

(a) in the case of the Balance sheet, of the state of

affairs of the Company as at March 31, 2012;

(b) in the case of the Profit and loss account, of the

profit for the year ended on that date and

(c) in the case of Cash flow statement, of the cash

flows for the year ended on that date.

AUDITORS’ REPORT

TO THE SHAREHOLDERSOF ADOR MULTIPRODUCTS LIMITED

We have audited the attached Balance sheet of

ADOR MULTIPRODUCTS LIMITED as at March 31, 2012 and

also the Statement of Profit and loss and the Cash flow

statement of the Company for the year ended on that date,

annexed thereto. These financial statements are the

responsibil ity of the Company’s management. Our

responsibility is to express an opinion on these financial

statements based on our audit.

We conducted our audit in accordance with the 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 of 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 the management,

as well as evaluating the overall financial statement

presentation. We believe that our audit provides a

reasonable basis for our opinion.

As required by the Companies (Auditor’s Report) Order,

2003 issued by the Central Government of India in terms of

sub-section (4A) of Section 227 of the Companies Act,

1956, we enclose in the annexure a statement on the

matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above,

we report that:

1. We have obtained all the information and explanations,

which to the best of our knowledge and belief, were

necessary for the purposes of our audit;

2. In our opinion, proper books of account as required by

law have been kept by the Company, so far as it

appears from our examination of those books and

proper returns adequate for the purposes of our audit

have been received from the branches/units of the

Company not visited by us. The Auditor’s Reports of

those branches/units have been forwarded to us and

have been appropriately dealt with;

3. The Balance sheet, Statement of Profit and loss and

Cash flow statement dealt with by this report, are in

agreement with the books of account and with the

audited returns from the branches/units;

4. In our opinion and to the best of our information and

according to explanations given to us, the Balance

sheet, Statement of Profit and loss and Cash flow

statement dealt with by this report comply with the


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need to be entered in the register maintained under

Section 301 of the Companies Act, 1956, have been

so entered.

(b) According to the information and explanation

provided to us, there were transactions exceeding

the value of rupees five lakhs during the year, made

in pursuance of such contracts entered in the

register maintained under section 301 of the

Companies Act, 1956. We are of the opinion that

the transactions have been made at prices which

are reasonable with regard to the prevailing market

prices at the relevant time.

6. In our opinion and according to the information and

explanations given to us, the Company has not accepted

any deposits from the public.

7. In our opinion, the Company has an internal audit

system commensurate with the size and nature of

its business.

8. We have broadly reviewed the books of account

maintained by the Company pursuant to the rules

prescribed by the Central Government for maintenance

of cost records under section 209(1)(d) of the

Companies Act, 1956 and are of the opinion that prima

facie, the prescribed accounts and records have been

made and maintained. However, we have not made a

detailed examination of the records.

9. According to the records, information and explanations,

provided to us, the Company is generally regular in

depositing with appropriate authorities undisputed

amounts including Provident fund, Investor education

and protection fund, Employees’ state insurance, Income

tax, Sales tax, Wealth tax, Custom duty, Excise duty,

Cess, Service tax and other Statutory dues applicable

to it and no undisputed amounts payable were

outstanding as at March 31, 2012 for a period of more

than six months from the date they became payable.

10. The Company does not have any accumulated losses

at the end of the financial year and has not incurred

cash losses during the financial year covered under

audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information

and explanations given by the management, the

Company has not defaulted in repayment of dues to

any financial institution or bank. The Company did not

have any outstanding debentures or any outstanding

loans from financial institutions during the year.

ANNEXURE TO THE AUDITORS’ REPORT

(Referred to in paragraph 3 of our report of even date)

1. (a) The Company has maintained proper records

showing full particulars including quantitative details

and situation of fixed assets.

(b) A substantial portion of the fixed assets have been

physically verified by the management during the

year. According to the information and explanations

given to us, there is a regular programme of

verification which, in our opinion, is reasonable

having regard to the size of the Company and the

nature of its assets. We are informed that no material

discrepancies were noticed on such verification.

(c) The Company did not dispose any fixed assets

during the year and hence the going concern

status of the Company was not affected.

2. (a) We are informed that inventories have been

physically verified by the management during the

year and also at the end of the year. In our opinion,

the frequency of verification is reasonable.

(b) In our opinion and according to the information and

explanations given to us, the procedures of

physical verification of inventories followed by the

management are reasonable and adequate in

relation to the size of the Company and the nature

of its business.

(c) In our opinion and according to the information and

explanations given to us, the Company is maintaining

proper records of inventory. The discrepancies

noticed on verification between the physical stocks

and the book records were not material and have

been properly dealt with in the books of account.

3. The Company has not taken/or granted any loans,

secured or unsecured from/to Companies, firms and

other parties listed in the register maintained under

Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and

explanations given to us, there are adequate internal

control procedures commensurate with the size of the

Company and the nature of its business with regard to

purchase of inventory, fixed assets and for sale of

goods and services. During the course of our audit, no

major weaknesses have been noticed in the internal

control systems.

5. (a) According to the information and explanations given

to us, we are of the opinion that transactions that


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12. Based on our examination and according to the

information and explanations given to us, the Company

has not granted loans and advances on the basis of

security by way of pledge of shares, debentures and

other securities.

13. In our opinion, the Company is not a chit/nidhi/mutual

benefit fund/society and therefore provisions of clause

(xiii) of paragraph 4 of the Order are not applicable to

the Company.

14. In our opinion and according to the information

and explanations given to us, the Company is not a

dealer or trader in shares, securities, debentures and

other investments.

15. On the basis of the information and explanations given

to us, the Company has not given any guarantee for

loans taken by others from banks or financial institutions.

16. The Company had not availed term loans from banks

and financial institutions.

17. According to the information and explanations given

to us and on an overall examination of the Balance

sheet of the Company, we report that no funds

raised on short-term basis have been used for

long-term investment.

18. The Company had made preferential allotment of shares

warrants to parties covered in the register maintained

under Section 301 of the Companies Act, 1956. The

same was made in conformity with the guidelines

issued by the Securities and Exchange Board of India

relating to such preferential allotment and on that basis,

were not prejudicial to the interest of the Company.

During the year last tranche of warrants were

converted into equity shares at the pre-determined rate

as per SEBI guidelines.

19. The Company did not have outstanding debentures

during the year.

20. The Company has not raised any money by way of

public issue during the year.

21. According to the information and explanations given to

us, no fraud on or by the Company has been noticed or

reported during the year.

For AMARNATH KAMATH AND ASSOCIATESChartered Accountants

[Firm Registration No. 000099S]

Amarnath KamathPartner

Membership No. 13124

Bangalore.

April 28, 2012


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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 Multi Products Limited (the Company) asrequired to be maintained under the Companies Act, 1956, (the Act) and the rules made there under and also the provisions

contained in the Memorandum and Articles of Association of the Company, for the financial year ended on 31st March, 2012.In our opinion and to the best of our information and according to the examinations carried out by us and explanations

furnished 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 provisions

and 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 Act

and the rules made there under.

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

4. The Board of Directors met 4 times on 29.04.2011, 23.07.2011, 19.10.2011 and 20.01.2012 in respect of which meetings, propernotices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

5. The Company has closed its Register of Members from 13th July, 2011 to 19th July, 2011 and necessary compliance

of Section 154 of the Act has been made.

6. The Annual General Meeting for the financial year ended on 31.03.2011 was held on 19.07.2011 after giving due notice to the

Members of the Company and the resolutions passed thereat were duly recorded in Minutes Book maintained 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 Section

295 of the Act during the year.

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

10. The Company has not issued any duplicate Share Certificates during the financial year.

11. (i) There Company has delivered all the certificates/demats on allotment/transmission of shares during the yearas per information provided by the Registrar and Transfer agents of the Company.

(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 transfer the amounts in unpaid /unclaimed dividend account, application moneydue for refund, matured debentures and the interest accrued thereon which have remained unclaimed or unpaid for

a period of seven years to Investor Education and Protection Fund as there was no such amounts due for transferduring the financial year under review.

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

12. The Board of Directors of the Company is duly constituted. There was no appointment of additional directors, alternatedirectors and director to fill casual vacancy during the financial year.

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

14. The Company has not appointed any sole-selling agents during the financial year.

15. The Company was not required to obtain any approvals of the Central Government, Company Law Board, Regional

Director, Registrar or such other authorities as may be prescribed under the various provisions of the Act during thefinancial year.

16. The directors have disclosed their interest in other firms/companies to the Board Directors pursuant to the provisions ofthe Act and the rules made there under.

17. The Company has issued 93,239 Equity shares of Rs.10/- each during the financial year and complied with the provisions

of the Act.

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

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

20. 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.

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

22. The Company has not made any long term borrowings during the financial year ended 31st March, 2012.

23. The Company has not made any loans and investments, or given guarantees or provided security to other bodies

corporate and consequently no entries has been made in the register kept for the purpose.


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24. 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.

25. The Company has not altered the provisions of the Memorandum with respect to the objects of the company during the

year under scrutiny.

26. The Company has not altered the provisions of the Memorandum with respect to name of the company during the year

under scrutiny.

27. The Company has not altered the provisions of the Memorandum with respect to share capital of the company during the

year under scrutiny.

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

29. There was no prosecution initiated against or show cause notice received by the Company and also no fines and

penalties or any other punishment imposed on the company during the financial year for offences under the Act.

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

31. The Company has remitted both employee’s and employer’s contribution to Provident Fund with prescribed authorities

pursuant to section 418 of the Act.

For Ganapathi & Mohan

Company Secretaries

Bangalore K. Chandramohan

April 27, 2012 Partner (C.P.No.3748)

Annexure ‘A’- Secretarial Compliance Certificate

Name 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&Ts)

2 193 Minutes of Meetings of Board of Directors

3 193(1) Minutes of General Meetings

4 303 Register of Directors

5 307 Register of Directors’ Share Holding

6 301 Register of Contracts

Annexure ‘B’- Secretarial Compliance CertificateReturns/Documents/forms filed with the Registrar of Companies, Regional Director, Central Government or other authorities

during the financial year ended 31st March 2012.

(i) Registrar of Companies:

Sl.No. Form No. Relevant Description Date of filing Whether filed If delay in filing,

Section within whether requisite

prescribed time additional fee

Yes/No paid Yes /No

1 Form 220 Balance Sheet 01.02.2012 No Yes

23AC/ 23ACA as at 31.03.2011

2 Form 66 383A Compliance Certificate 16.09.2011 No Yes

3 Form 20B 159 Annual Return 16.09.2011 Yes N.A

as at 19.07.2011

4 Form 2 81(1A) Allotment of shares 01.08.2011 No Yes

(ii) Regional Director: Nil

(iii) Central Government and other agencies : Nil

For Ganapathi & Mohan

Company Secretaries

Bangalore K. Chandramohan

April 27, 2012 Partner (C.P.No.3748)


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BALANCE SHEET AS AT MARCH 31, 2012

PARTICULARS NOTE AS AT AS AT

31.03.2012 31.03.2011

`̀̀̀̀ `

EQUITY AND LIABILITIES

Shareholders’ funds

Share capital 2.1 26,141,780 25,209,390

Reserves and surplus 2.2 24,739,740 23,819,706

Money received against share warrants – 372,956

Non-current liabilities

Deferred tax liabilities (Net) 2.3 1,388,650 1,541,418

Long-term provisions 2.4 701,078 557,218

Current liabilities

Short-term borrowings 2.5 5,097,961 2,824,709

Trade payables 2.6 6,799,910 10,820,524

Other current liabilities 2.7 2,524,400 2,717,076

TOTAL 67,393,519 67,862,997

ASSETS

Non-current assets

Fixed assets

Tangible assets 2.8 12,073,370 13,346,165

Intangible assets 1,545,595 789,577

Non-current investments 2.9 535,680 535,680

Long-term loans and advances 2.10 2,634,593 2,283,748

Current assets

Inventories 2.11 15,131,659 15,336,508

Trade receivables 2.12 26,533,600 28,411,792

Cash and cash equivalents 2.13 7,468,066 5,850,714

Short-term loans and advances 2.14 1,470,956 1,308,813

TOTAL 67,393,519 67,862,997

As per our report of even date For and on behalf of the Board

For AMARNATH KAMATH & ASSOCIATESChartered Accountants

[Firm Registration No.000099S]

AMARNATH KAMATH DEEP A. LALVANI ARUNA B. ADVANIPARTNER [Membership No. 13124] Chairman Director

Bangalore Mumbai

April 28, 2012 April 27, 2012

Significant accounting policies & notes on financial statements (Refer Notes 1 & 2)


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STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2012

PARTICULARS NOTE Current Previous

Year Year

`̀̀̀̀ `

INCOME:Revenue from operations 2.15 111,888,903 109,559,453

Other income 2.16 1,969,879 469,486

Total Revenue 113,858,782 110,028,939

EXPENDITURE:Cost of materials consumed 2.17 37,928,093 45,017,503

Purchase of traded goods 55,369,541 41,662,133

Changes in inventories of

finished goods, work-in-progress

and stock-in-trade 2.18 (565,329) (313,723)

Employee benefit expense 2.19 11,001,883 10,158,419

Finance costs 2.20 402,944 88,766

Depreciation and amortization expense 1,684,101 1,509,653

Other expenses 2.21 7,829,717 8,686,986

Total Expenses 113,650,950 106,809,737

Profit before tax 207,832 3,219,202

Tax expense:

Current tax 39,103 1,095,501

MAT credit (39,103) –

Deferred tax (152,768) (118,246)

(152,768) 977,255

Profit after tax 360,600 2,241,947

Earnings per equity share: 2.22

(1) Basic 0.14 0.89

(2) Diluted 0.14 0.85

Significant accounting policies & notes on financial statements (refer Notes 1 & 2)





Bangalore Mumbai

April 28, 2012 April 27, 2012


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Notes 1 & 2 form part of the financial statements as at March 31, 2012

Note 1: Significant accounting policies:

Basis of preparation of the financial statements:

These financial statements are prepared 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 the

applicable 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 Exchange Board of India (SEBI).

Use of estimates:

The preparation of financial statements requires estimates and assumptions to be made that affect the reported balances of

assets on the date of the financial statements and the reported amount of revenues and expenses during the reporting period.

Accounting estimates could change from period to period. Actual results could differ from these estimates. Appropriate

changes in estimates are made as and when the Management becomes aware of changes in the circumstances surrounding

the estimates. Changes in estimates are reflected in the financial statements in the period in which the changes are made and

if material, their effects are disclosed in the notes to the financial statements. The following significant accounting policies

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

A. Revenue recognition:

i) Sales are recognized when goods are supplied and are recorded net of discounts. Sale revenues are presented

net of value-added taxes in its Statement of profit and loss.

ii) Income from Conversion job is recognized 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 recognized 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, taxes &

other incidental expenses related to its acquisition. All such direct costs are capitalized until the tangible fixed assets are

ready for use. Intangible assets relating to product development are recorded at actual cost incurred on development of

products and are capitalized once the products receive approval from the relevant authorities and the same are carried

at cost less accumulated depreciation.

C. Depreciation and amortization:

i) Depreciation on tangible assets has been calculated in accordance with the revised Schedule XIV of the Companies

Act, 1956 as under:.

a) At the Cosmetics unit, tangible assets (except vehicles) being depreciated on straight line method. In respect

of vehicles, the 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 period of use.

iii) Intangible assets are amortised over their estimated useful lives.

D. Impairment of assets:

Impairment loss is charged to the Statement of Profit & Loss in the year in which an asset is identified as impaired. The

impairment loss recognized in prior accounting period is reversed if there has been a change in the estimate 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 & 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. 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 & Loss.

ii) Superannuation: The Company contributes towards its Employees’ Superannuation Fund, for future payment of

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

Profit and Loss.

iii) Leave encashment liabilities are determined by actuarial valuation done at the end of the year and the charge for

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 the

transaction or that approximates the actual rate at the date of transaction. Any income or expense on account of

exchange difference either on settlement or on translation is recognized in the Statement of Profit and Loss.

Liabilities payable in foreign currency are restated at the year-end exchange rates.

I. Leases:

Lease rental payments under operating leases are recognized as an expense on a straight line basis in the Statement of

Profit and loss over the lease term.

J. Taxes on income:

i) Current taxation:

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 economic benefits

in the form of tax credit against future income tax liability, is recognized as an asset in the balance sheet if there is

evidence that the Company will pay normal tax in the future and when the resultant asset can be measured reliably.

iii) Deferred tax:

Provision for deferred taxation is made using the applicable rate of taxation, for all timing differences which arise

during the year and are reversed in subsequent periods.

K. Provisions and contingent liabilities:

Based on the best estimate of the Management, provisions are determined of the outflow of economic benefits which

are required to settle the obligation as at the reporting date. Where no reliable estimate can be made, a disclosure is made

as contingent liability. A disclosure for a contingent liability is also made when there is a possible obligation that may, but

probably will not, require an outflow of the Company’s resources.

L. Cash flow statement:

Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions

of non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income

or expenses associated with investing or financing cash flows. Cash flows from operating, investing and financing

activities of the Company are segregated, accordingly.



16

Note 2: Notes on financial statements:

The financial statements for the year ended March 31, 2011 had been prepared as per the then applicable pre-revised Schedule

VI of the Companies Act, 1956. Consequent to the notification of the revised Schedule VI under the Companies Act, 1956, the

financial statements for the year ended March 31, 2012 are prepared as per the Revised Schedule VI. Accordingly, the previous

year figures have also been re-classified to conform to this year’s classification. The adoption of the Revised VI for the previous

year’s figures does not impact recognition and measurement principles followed for the preparation of these financial statements.

2.1: Share capital:The Company has a class of shares, referred to as equity shares, having a par value of `10, per share. Each holder of

equity shares is entitled to one vote per share.

2.1 (a) Share capital:

Particulars As at As at

March 31, 2012 March 31, 2011

Nos. `̀̀̀̀ Nos. `

Authorised:

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

Issued:


Subscribed and paid up:


Par Value per equity share 10 10

2.1 (b) Reconciliation of number of Equity shares:

Particulars Current Year Previous Year

Nos. `̀̀̀̀ Nos. `

Shares outstanding at the beginning of the year 2,520,939 25,209,390 2,427,700 24,277,000

Shares issued during the year 93,239 932,390 93,239 932,390

Shares outstanding at the end of the year 2,614,178 26,141,780 2,520,939 25,209,390

2.1 (c) Details of shareholding of more than 5% shares are set out below:

Particulars As at March 31, 2012 As at March 31, 2011

No. of % of share No. of % of share

Name of Shareholder Shares holding Shares holding

held held

J B Advani & Co Private Limited 744,444 28.48 557,966 22.13

2.1 (d) (i) As on the balance sheet date,

(a) The Company did not issue any equity shares as fully paid equity shares pursuant to contracts

without payment being received in cash & and also

(b) The Company did not issue any fully paid bonus shares,

(ii) The Company also did not buy back any equity shares as on the balance sheet date.

2.1 (e) Issue/conversion of equity shares:

As on the date of the Balance sheet of March 31, 2012 the Company has not issued any securities like Convertible

Preference Shares, Convertible debentures, etc., which are convertible into equity /preference shares. However,

share warrants outstanding as at March 31, 2011 were converted to equity shares during the year.



17


2.1 (f) Every shareholder is entitled to one vote for each equity share held. The shareholders right to dividend and

other matters are governed by the Articles of Association of the company and companies Act, 1956.

2.2. Reserves and Surplus:


March 31, 2012 March 31, 2011

`̀̀̀̀ `

Capital reserve:

Opening balance 85,571 85,571

Closing balance 85,571 85.571

General reserve:

Opening balance 2,502,300 2,502,300

Closing balance 2,502,300 2,502,300

Securities premium account:

Opening balance 12,776,228 12,216,794

Add: Credited during the year 559,434 559,434

Closing balance 13,335,662 12,776,228

Surplus in Statement of Profit & Loss:

Opening balance 8,455,607 6,213,660

Add: Profit for the current year 360,600 2,241,947

Closing balance 8,816,207 8,455,607

Total 24,739,740 23,819,706

2.3 Deferred tax:Deferred tax is recognised, subject to the consideration of prudence in respect of deferred tax, on timing difference,

being the difference between taxable incomes and accounting income that originate in one period and are capable of

reversal in one or more subsequent periods.


March 31, 2012 March 31, 2011

`̀̀̀̀ `

Tax effect on:

Difference between books and income tax written down value of

depreciable fixed assets (1,705,220) (1,781,250)

Unabsorbed business loss and depreciation 37,403 –

Disallowances under the Income tax Act, 1961 279,167 239,832

Net deferred tax asset/ (liabilities) (1,388,650) (1,541,418)

2.4. Long-term provisions:


March 31, 2012 March 31, 2011

`̀̀̀̀ `

Provision for employee benefits:

Provision for gratuity to employees 447,420 362,701

Provision for compensated absences 253,658 194,517

Total 701,078 557,218


18

2.5. Short-term borrowings:


March 31, 2012 March 31, 2011

`̀̀̀̀ `

Secured-Working capital loans from banks 5,097,961 2,824,709

Total 5,097,961 2,824,709

Working capital loan is secured by hypothecation of present and future

stock of raw material, packing materials, stock in process, finished goods,

book debts, factory land & building and plant & machinery.

2.6. Trade payables:


March 31, 2012 March 31, 2011

`̀̀̀̀ `

Sundry Creditors 6,799,910 10,820,524

Total 6,799,910 10,820,524

2.7. Other current liabilities:


March 31, 2012 March 31, 2011

`̀̀̀̀ `

Statutory liabilities 283,577 606,436

Provision for expenses 1,215,174 1,084,991

Unpaid dividends 1,025,649 1,025,649

Total 2,524,400 2,717,076



19

2.9. Non-current investments:


March 31, 2012 March 31, 2011

`̀̀̀̀ `

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:

10 shares of South Zone Paper Distributors Limited

of `100, each (` 20 called up per share) 200 200

166 shares of ` 30, each, fully paid up of

Bombay Mercantile Co-operative Bank Ltd 4,980 4,980

800 shares of ` 25, each, fully paid up of

CKP Co-operative Bank Ltd, Mumbai 20,000 20,000

c) Quoted – in mutual funds

13195.746 units of HDFC Equity fund-Dividend 500,000 500,000

Total 535,680 535,680

Aggregate value of quoted investments 510,500 510,500

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

Market value of quoted investments 672,287 631,469


2.8. Fixed assets:

Fixed Assets Gross Block Accumulated Depreciation Net Block

Particulars Balance as Addit ions Balance as Balance as Depreciation Balance as Balance as Balance as

at April 1, during the at March 31, at April 1, charge for at March 31, at March 31, at April 1,

2011 year 2012 2011 the year 2012 2012 2011

` ` ` ` ` ` ` `

A.Tangible assets:

Land 29,870 – 29,870 – – – 29,870 29,870

Building 11,260,759 – 11,260,759 4,835,938 376,109 5,212,047 6,048,712 6,424,821

Borewell 68,951 – 68,951 68,951 – 68,951 – –

Electrical fittings 1,121,051 – 1,121,051 1,061,778 54,939 1,116,717 4,334 59,273

Plant & equipment 18,946,615 24,985 18,971,600 12,961,214 895,533 13,856,747 5,114,853 5,985,401

Computers 1,527,253 3,810 1,531,063 1,425,266 46,296 1,471,562 59,501 101,987

Furniture & fixtures 893,320 159,263 1,052,583 455,492 61,966 517,458 535,125 437,828

Office equipment 1,055,093 27,603 1,082,696 773,582 47,018 820,600 262,096 281,511

Vehicles 300,523 – 300,523 275,049 6,595 281,644 18,879 25,474

Total 35,203,435 215,661 35,419,096 21,857,270 1,488,456 23,345,726 12,073,370 13,346,165

B. Intangible assets:

Product development 789,577 951,663 1,741,240 – 195,645 195,645 1,545,595 789,577

Grand Total (A+B) 35,993,012 1,167,324 37,160,336 21,857,270 1,684,101 23,541,371 13,618,965

Previous year 33,273,389 2,719,623 35,993,012 20,360,527 1,509,653 21,857,270 14,135,742


20


2.10. Long-term loans and advances:


March 31, 2012 March 31, 2011

`̀̀̀̀ `

Unsecured and considered good

Deposits with Government authorities 407,121 407,121

Earnest money deposits 402,750 252,750

Other receivables 882,635 882,635

Dealer deposits 240,000 140,000

Advances against supplies 702,087 601,242

Total 2,634,593 2,283,748

Other receivable relate to advance of ` 882,635 (Pr. Yr ` 882,635) due from certain ex-employee of the Company, on

whom legal action has been initiated, which in the opinion of the management, is fully recoverable.

2.11. Inventories:


March 31, 2012 March 31, 2011

`̀̀̀̀ `

Raw materials 2,799,327 2,621,264

Traded goods 8,399,332 8,342,199

Work-in-progress 54,634 94,211

Finished goods 834,659 138,287

Packing materials 3,043,707 4,140,547

Total 15,131,659 15,336,508

2.12. Trade receivables:


March 31, 2012 March 31, 2011

`̀̀̀̀ `

(a) Trade receivables outstanding for a period exceeding six months

from the date they were due for payment:

Unsecured – considered good (*) 4,277,069 2,091,744

(b) Other trade receivables:

Unsecured – considered good 22,256,531 26,320,048

Total 26,533,600 28,411,792

(*) includes trade receivables of ` 1031,165 (Pr. Yr ` 1031,165) represents dues from certain parties, on whom

legal action has been initiated, which in the opinion of the management, are fully recoverable.


21

2.13. Cash and cash equivalents:


March 31, 2012 March 31, 2011

`̀̀̀̀ `

Cash in hand 57,335 10,643

Balances with banks – in current accounts 872,791 877,164

Deposits with banks with maturity more than 3

months but less than 12 months 5,407,291 3,832,258

Earmarked balances (Unclaimed dividend account) 1,025,649 1,025,649

Margin monies with bank for guarantees issued 105,000 105,000

Total 7,468,066 5,850,714

2.14. Short-term loans and advances:


March 31, 2012 March 31, 2011

`̀̀̀̀ `

Prepaid expenses 100,044 150,186

Taxes/duties inputs credit/refund due 246,143 519,048

Staff advances 466,614 451,437

Advances to suppliers 521,439 180,514

Advance income tax & TDS (net of provision) 136,716 7,628

Total 1,470,956 1,308,813

2.15. Revenues from operations:


March 31, 2012 March 31, 2011

`̀̀̀̀ `

a) Sale of products:

Manufactured goods, incl. scrap sales, excise duty 51,184,245 62,983,805

Traded goods 61,229,207 45,587,992

b) Conversion receipts 5,663,747 8,666,094

Less: Excise duty (7,751,796) (9,492,635)

110,325,403 107,745,256

c) Commission and incentive receipts 1,563,500 1,814,197

Total 111,888,903 109,559,453

2.16. Other non-operating revenues:

Other revenues Year ended Year ended

March 31, 2012 March 31, 2011

`̀̀̀̀ `

Interest 349,055 200,359

Dividend 56,083 55,783

Insurance claims 1,478,582 –

Provisions no longer payable 86,159 213,344

Total 1,969,879 469,486



22

2.17. Cost of materials consumed:

a) Raw materials and packing materials:

Particulars Year ended Year ended

March 31, 2012 March 31, 2011

`̀̀̀̀ `

A. Raw materials:Opening stock 2,621,264 2,264,107

Add: Purchases 14,112,397 14,635,463

Total 16,733,661 16,899,570

Less: Closing stock 2,799,327 2,621,264

13,934,334 14,278,306

B. Packing materials:

Opening stock 4,140,547 2,322,837

Add: Purchases 20,577,186 29,640,468

Less: Closing stock 3,043,707 4,140,547

21,674,026 27,822,758

C. Carriage inwards 1,828,934 2,252,209

D. Consumables 490,799 664,230

Total 37,928,093 45,017,503

b) Details of raw materials consumed:


March 31, 2012 March 31, 2011

`̀̀̀̀ `

Perfumes 6,275,278 6,872,901

Talc 6,217,390 6,354,506

Others 1,441,666 1,050,899

Total 13,934,334 14,278,306

Note: Value of raw materials consumed are on the basis of derived figures.



23

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


March 31, 2012 March 31, 2011

`̀̀̀̀ `

A. Inventories at year end:


Work in progress 54,634 94,211

Stock in Trade 8,399,332 8,342,199

Sub total 9,288,625 8,574,697

B. Inventories at beginning of the year:


Work in progress 94,211 26,126

Stock in Trade 8,342,199 7,826,270

Sub total 8,574,697 8,299,056

C. Variation in the opening and closingvalue of excise duties on finished goods 148,599 (38,082)

(Increase)/decrease in inventories (565,329) (313,723)

2.19. Employees benefit expenses:


March 31, 2012 March 31, 2011

`̀̀̀̀ `

Salaries, allowances and other benefits 10,066,347 9,128,775

Contribution to provident & other funds 376,820 310,940

Gratuity 84,719 142,106

Staff welfare 473,997 576,598

Total 11,001,883 10,158,419

2.20. Finance cost:


March 31, 2012 March 31, 2011

`̀̀̀̀ `

Interest on working capital borrowings 275,277 40,431

Bank charges 95,794 52,705

Exchange loss 31,873 (4,370)

Total 402,944 88,766



24

2.21. Other expenses:


March 31, 2012 March 31, 2011

`̀̀̀̀ `

Rent, rates and taxes 971,953 704,054

Power and fuel charges 788,386 885,250

Directors’ sitting fees 87,000 69,000

Legal and professional charges 1,459,525 1,169,830

Travelling and conveyance 1,147,263 2,236,153

Security charges 802,691 731,049

Printing, stationery, postage and communication 598,727 706,540

Subscription 6,787 30,964

Packing and forwarding expenses 130,006 49,619

Advertisement 83,807 72,996

Repairs and maintenance:

– Plant and machinery 521,239 1,014,834

– Others 211,308 88,504

Sales promotion 76,350 23,906

Payment to auditors 118,000 110,000

Loss on sale of assets – 40,090

Miscellaneous expenses 826,675 754,197

Total 7,829,717 8,686,986

2.22. Earnings per share:The Company has calculated its earning per share as per Accounting Standard - 20 issued by the Institute of Chartered

Accountants of India, as under:


March 31, 2012 March 31, 2011

`̀̀̀̀ `

Net profit for the year (`) 360,600 2,241,947

Number of Equity shares issued 2,614,178 2,520,939

Basic earnings per share of ` 10 each (`) 0.14 0.89

Diluted earnings per share of ` 10, each (`) 0.14 0.85

The Company does not have any outstanding diluted potential equity shares as at March 31, 2012.Consequently, the

basic and diluted earnings per share of the Company remain the same as at March 31, 2012. The Company had

outstanding potential equity shares as at March 31, 2011 and hence had basic and diluted earning per share, as above,

for FY 2010-11.



25


2.23. Operating Lease:

The Company has executed lease agreements under operating leases, which are not non-cancellable and are renewable

by mutual consent on mutually agreeable terms. Lease rental payments of `493,950 (Pr.yr `480,000) made by the

Company are recognized in the Statement of Profit & Loss.

2.24. Value of imported and indigenous materials consumed:


March 31, 2012 March 31, 2011

% `̀̀̀̀ % `

Imported 0.09 12,508 0.52 75,295

Indigenous 99.91 13,921,826 99.48 14,203,011

Total raw materials consumption 100.00 13,934,334 100.00 14,278,306

Packing materials -Indigenous 100.00 21,674,026 100.00 27,822,758

2.25. Contingent liabilities and Commitments:

a) Guarantees given by the banks on behalf of the Company - ` 0.95 lakhs (Pr. Yr ` 0.95 lakhs)

b) Uncalled liability on partly paid shares of South Zone Paper Distributors Limited: ` 800 (Pr. Yr ` 800)

2.26. 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 the provisions of MSMED

Act, 2006, is not expected to be material.

2.27 Export earnings:

The Company has not exported any goods during the year nor earned any foreign income during the year [Pr. yr. Rs. Nil]

2.28. Related party transactions: Disclosures as per Accounting Standard 18:

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

A. Associates Companies: J B Advani & Company Private Limited, Ador Welding Limited,

Ador Fontech Limited and Ador Powertron Limited

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

C. Relative of key managerial personnel: Ms. Reshma A. Lalvani


26

2. Nature of transactions with related parties:

Sl. Particulars Related parties

No. J B Advani Ador Welding Ador Powertron Ador Fontech Relative of& Co. Limited Limited Limited key-management

personnel

`̀̀̀̀ `̀̀̀̀ `̀̀̀̀ `̀̀̀̀ `̀̀̀̀

1 Receipt of monies 1,118,868 – – – –

towards share warrants (1,118,868) (–) (–) (–) (–)

2. Purchase of traded – 55,231,842 – – –

goods (–) (41,393,389) (–) (–) (–)

3 Reimbursement of – 28,759 223,716 39,366 89,757

expenses (–) (3,814) (–) (101,444) (–)

4 Royalty payment – 23,778 – – –

(–) (24,107) (–) (–) (–)

5 Professional fees – – – – 240,000

(–) (–) (–) (–) (240,000)

6 Sale of mfg. goods – – – – –

(–) (–) (–) (65,433) (–)

* figures in brackets represent previous year’s amount.

2.29 Disclosures relating to related parties transactions:

Balances dues:

Related parties Balances Maximum amount due

As at As at FY 2011-12 FY 2010-11

March 31, 2012 March 31, 2011

`̀̀̀̀ ` `̀̀̀̀ `

Ms. Reshma A. Lalvani – 53,876 107,876 90,000

J B Advani & Co. Private Ltd. – – (30,424) (33,090)

Ador Fontech Limited (7,763) 21,792 21,792 (69,475)

Ador Powertron Limited 36,105 25,319 46,682 25,319

Ador Welding Limited

Dealer deposits 140,000 140,000 140,000 140,000

Advances against supplies 665,982 575,923 1,702,758 1,864,806

2.30. Expenditure in foreign currencies:


March 31, 2012 March 31, 2011

`̀̀̀̀ `

Travel expenses 31,603 –

Total 31,603 –



27

2.31. C I F value of imports:


March 31, 2012 March 31, 2011

`̀̀̀̀ `

Raw materials 60,328 93,893

Traded goods 733,982 268,744

Total 794,310 362,637

2.32. Payment to auditors:


March 31, 2012 March 31, 2011

`̀̀̀̀ `

Audit fees 93,000 85,000

Tax audit 15,000 15,000

Certification 10,000 10,000

Total 118,000 110,000

2.33. Defined Benefit obligations: Gratuity to employees:

Details of gratuity (funded) plan:

Particulars Amount ( `̀̀̀̀)

1. Changes in present values:

Obligation at the beginning of year 362,701

Interest cost 30,830

Service cost 70,423

Actuarial (gain)/ loss (16,534)

Obligation at the end of the year 447,420

2. Changes in the fair value –

3 Fair value of plan assetsStatus- non fund- treated as long term provision 447,420

4. Liability recognized in the balance sheet 447,420

5. Expenses recognized in the Statement of Profit & Loss

Service cost 70,423

Interest cost 30,830

Expected return on plan assets –

Actuarial (gain)/ loss (16,534)

Net gratuity debit charged to Statement of Profit & Loss 84,719

Assumptions -

Interest rate 8.50%

Discount factor 8.50%

Estimated rate of return on plan assets 0.00%

Salary increase 6.00%

Attrition rate 5.00%

Retirement age 60

The above information is certified by actuary.

a. Contribution to Superannuation Fund: It is a defined contribution scheme and hence

no further liability arises to the Company on this account.

b. Defined benefits obligations of compensated absence (unfunded) amount to ` 447,420/-.



28

2.34. Purchase of traded goods constitutes purchases of welding electrodes and accessories.

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

2.36. In the opinion of the Board and to the best of its knowledge and belief, the value on the realization of current assets, loans and

advances, will in the ordinary course of its business, not be less than the amounts at which they are stated in the balance sheet.

2.37. Segment reporting:

a) Segment policies:

Revenues and identifiable operating expenses in relation to the segments are categorized based on items that are

individually identifiable to that segment. In cases where the management believes it is not practical to provide disclosure

relating to some expenses, then these expenses are separately disclosed as ‘unallocated’ and adjusted against the total

income of the Company.

b) Business segments:

For Management reporting purposes, the Company is organized into two major operating segments -

i) Manufacturing of personal care products and job work thereon

ii) Trading of welding equipments and accessories

The above segments have been identified taking into account the organization structure as well as the differing risks

and returns of these segments.

c) The accounting policies adopted for segment reporting are in line with the accounting policies

adopted by the Company for the purpose of these financial statements.

Financial Year 2011-12 Financial Year 2010-11

Particulars Manufacturing Trading of Manufacturing of Trading of Total

of personal Welding Total personal care Welding

care products, equipments products, job equipments

job work & & work &

commission accessories & commission accessories

business business

` ` ` ` ` `

Segment revenueFrom Operations 49,096,696 62,792,207 111,888,903 63,971,461 45,587,992 109,559,453

Segment results (2,431,433) 2,676,265 244,832 476,116 2,676,265 3,152,381

Unallocated expenses – – 110,778 – – 93,107

Operating profit – – 134,054 – – 3,059,274

Add: Interest income – – 349,055 – – 200,359

Less: Interest expense – – (275,277) – – (40,431)

Profit before tax – – 207,832 – – 3,219,202

Tax expense – – 152,768 – – (977,255)

Net Profit – – 360,600 – – 2,241,947

Other information

Segment assets 44,941,129 8,297,745 53,238,874 46,938,464 6,253,111 53,191,575

Segment liabilities 8,707,082 5,715,189 14,422,271 12,745,069 3,617,240 16,362,309

Capital expenditure

- Additions 1,167,324 – 1,167,324 1,995,046 – 1,995,046

Depreciation &amortization 1,657,049 27,052 1,684,101 1,470,271 39,382 1,509,653


2.38. Figures in the financial statements are rounded off to the nearest rupee (`) and comma position are marked in millions.


29

CASH FLOW STATEMENT FOR THE YEAR 2011 - 12

Year ended March 31, 2012 Year ended March 31, 2011

`̀̀̀̀ `̀̀̀̀ ` `

A. CASH FLOW FROM OPERATING ACTIVITIES:

Profit before tax as per Statement of Profit and Loss 207,832 3,219,202

Adjustments for -

Depreciation & amortisation 1,684,101 1,509,653

Interest on loans 275,277 40,431

Loss on sale of assets – 40,090

Interest income (349,055) (200,359)

Dividend income (56,083) (55,783)

1,554,240 1,334,032

Operating profit before working capital changes 1,762,072 4,553,234

Adjustments for:

Trade and other receivables (1,878,192) (3,519,715)

Inventories (204,849) (2,450,508)

Movement in loans and advances 512,988 (297,745)

Trade payables, other liabilities & provisions 1,796,178 (226,125) (2,694,612) (8,962,580)

Net cash generated/(used) in Operating activities (A) 1,535,947 (4,409,346)

B. CASH FLOW FROM INVESTING ACTIVITIES :

Purchase of fixed assets (1,167,324) 1,995,045

Sale of fixed assets – 12,000

Interest income 349,055 200,359

Proceeds from issue of Shares warrants 1,118,868 1,118,868

Dividend income 56,083 55,783

Net cash from Investing activites (B) 356,682 3,382,055

C. CASH FLOW FROM FINANCING ACTIVITIES:

Interest paid (275,277) (40,431)

Net cash used in financing activities (C) (275,277) (40,431)

NET INCREASE/[DECREASE] [A+B+C) 1,617,352 (1,067,722)

Net increase/(decrease) in Cash and Cash equivalents: 1,617,352 (1,067,722)

Opening balance of Cash and Cash equivalents 5,850,714 6,918,436

Closing balance of Cash and Cash equivalents 7,468,066 5,850,714





Bangalore Mumbai

April 28, 2012 April 27, 2012


30

‘Green Initiative’ – A Corporate Governance MeasureService of Documents through e-mode

Dear Shareholder(s)

The Ministry of Corporate Affairs (MCA) has taken up “Green Initiative Measure” as part of Corporate Governance

by allowing paperless compliance by Companies vide Circular No. 17/2011 dated 21/4/2011 stating that the

Company would have complied with Section 53 of the Companies Act, 1956, if service of documents are made

through electronic mode. In such case, the Company is required to obtain e-mail addresses of its Member(s) for

sending Notices/Documents/Financial Reports through e-mail by giving an advance opportunity to every

Shareholder to register his/her e-mail address and changes thereon, if any, from time to time.

To take part in the same, we propose to send documents like Notice convening the General Meetings, Financial

Statements, Annual Reports etc. in electronic form to the e-mail address of the Members available/registered with

the Company.

As you are one of the Shareholder(s), you are requested to participate in this ‘Green Initiative’, by providing your

e-mail address and other details mentioned herein below:

Name of the Company Ador Multiproducts Limited

Name of the Shareholder(s)

Folio ( If shares are held in physical form)

E-mail address to which Documents/Noticescan be served electronically(Only for shareholdersholding shares in physical form).

PAN Card (Copy/scanned document to be attached)

Signature of the Shareholder(s)

The above information duly filled to be sent to:

Canbank Computer Services LimitedJ.P. Royale, 1st Floor, 218, 2nd Main, Sampige Road

(Near 14th Cross), Malleswaram

Bangalore 560 003.Tel Nos. (080) 23469661 - 665

Fax No. (080) 23469667

or e-mail to the following Id’s:

a. Registrar and Transfer Agent: [email protected] ; [email protected] ;b. Company: [email protected]

The Shareholder(s) holding shares in electronic form are requestedto update their e-mail id’s with the Depository Participant,

where de-mat accounts are held.


31

Ador Multiproducts LimitedRegd. Office : A - 13 & 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 Proxy...........................................................................................................................

(in Block Letters, to be filled in if the Proxy attends instead of the Member)

I hereby record my presence at the SIXTY FOURTH ANNUAL GENERAL MEETING held at

3.00 p.m. on Tuesday, 17th July, 2012 at “PIA Bhavan”, 1st Cross, 1st Stage, Peenya Industrial Estate,

Bangalore – 560 058.

* To be signed at the time of handing over this slip ....................................................

* Member's/Proxy's Signature

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

PROXY

FolioNo.......................................................................................................................................

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

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

being a Member/Members of Ador Multiproducts Ltd. hereby appoint ..............................................

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

or failing him...............................................................................................................................

of .........................................................as my / our proxy in my / our absence to attend and vote for

me/us, and my / our behalf at the SIXTY FOURTH ANNUAL GENERAL MEETING of the Company

to be held at 3.00 p.m. on Tuesday, 17th July, 2012 at “PIA Bhavan”, 1st Cross, 1st Stage, Peenya

Industrial Estate, Bangalore – 560 058 and at any adjournment thereof.

Signed this .................................................................... day of ........................................ 2012

Signature

""

.............................................


32

BOOK-POST

If Undelivered, please return to :

Ador Multiproducts Ltd.

A - 13 & 14, III Stage

Peenya Industrial Estate
