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Directors Report of Acknit Industries Ltd.

Mar 31, 2015

Dear Shareholders,

On behalf of the Board of Directors, it is our pleasure to present the 25th Annual Report together with the Audited Statement of Accounts of ACKNIT INDUSTRIES LIMITED ("the Company") for the year ended March 31,2015.

FINANCIAL RESULTS

(Rs, in Lacs)

Year Ended Year Ended 31st March, 31st March, 2015 2014

Gross Revenue 14872 13430

Other Income 383 36

Total Revenue 15255 13466

Less: Total Expenditure 14349 12708

Gross Profit 906 758

(before Depredation & Finance Cost)

Less: Depreciation 145 172

: Finance Cost 321 205

Profit Before Extraordinary Item 440 381

Less: Extraordinary item - -

Profit Before Tax (PBT) 440 381 Less: Provision for Income Tax 141 139 : Deferred [2] (5)

Profit After-tax(PAT) 301 247

Balance B/F 136 133

Balance available for appropriation 437 380

Less: Dividend & Dividend Tax 45 44

Less: Transfer to General Reserve 200 200

Less: Adjustment relating to fixed Assets 11 -

Balance transfer to Balance Sheet 181 136

SUMMARY OF OPERATIONS

During the year, the net revenue from operations of your Company increased by 10.74% from Rs,134.30 Crores to Rs,148.72 Crores. For Financial Year 2014-15, your Company's profit after tax stood at Rs, 3.01 Crores vis-a-vis Rs, 2.47 Crores in the previous year, registering a growth of 21.86%.

RESERVES

The company has transferred a sum of Rs, 2 crore to General Reserve during the year which is equal to the sum transferred in the previous year.

CAPITAL/ FINANCE

During the year, the Company did not issue/allot any Shares/Securities.

As on 31st March, 2015, paid up share capital of your Company stood at Rs, 2,52,00,000/-, comprising 25,20,000 Equity shares of Rs,10/-each.

DIVIDEND

Your Directors have recommended a dividend of 15% on equity shares i.e Rs, 1.50 per share for the financial year ended March 31, 2015, amounting to Rs, 0.45 crore (inclusive of tax of Rs, 0.08 crore). The dividend payout is subject to approval of members at the ensuing Annual General Meeting. The dividend, if approved will be paid to members whose names would appear in the Register of Members as on 16.09.2015.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has already filed the necessary form(s) and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. 9th September, 2014) with the Ministry of Corporate Affairs.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. S. K. Saraf was re-appointed as Managing Director of the Company for three years w.e.f 01.04.2015 whose appointment shall be subject to confirmation by the members at the forthcoming Annual General Meeting (AGM).

During the year Mr. Manindra Kumar Nath (DIN - 02666031), Director of the Company passed away on 31st December, 2014. The Board of Directors of the Company expressed their deep condolences at the sad demise of Mr. Nath and prayed that may his soul rest in peace. Mrs. Trishna Patodia Pereira (DIN - 03501546) was appointed as a Non-Executive Independent Additional Director to fill the vacancy caused by the death of Mr. Manindra Kumar Nath w.e.f. 1st June, 2015 whose appointment office shall be subject to confirmation by the members at the forth coming AGM.

As per provisions of the Companies Act, 2013 Mr. D.K. Saraf, shall retire at the ensuing Annual General Meeting of the Company being eligible, offers himself for re-appointment. The Board of Directors recommend his re-appointment.

During the year Mr. D. K. Saraf, Director of the Company was appointed as the Chief Financial Officer (CFO) of the Company w.e.f. 30th September, 2014.

During the year Mrs. Kusum Saraf (DIN- 01503955) was appointment as Non-Executive Non-independent Additional Director who shall hold office until the conclusion of the forthcoming AGM. Mrs. Kusum Saraf has expressed her unwillingness to be re-appointed as a Director of the Company.

During the year Mr. Deepa Singh resigned from the office of the Company Secretary and Compliance Officer of the Company w.e.f 31.05.2015 and Mr. Mithun Paul was appointed as the Company Secretary and Compliance Officer in her place w.e.f. 01.06.2015.

DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors confirm having:

a) Followed in the preparation of the Annual Accounts, the applicable accounting standards with proper explanation relating to material departures, if any;

b) Selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that year;

c) Taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) Prepared the Annual Accounts on a going concern basis;

e) Laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) Devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report along with the requisite certificates confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance separately as annexure.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section of this Annual Report as annexed.

CREDIT RATING

ICRA Ltd. vide their rating report of February, 2015 has reaffirmed the following ratings of your Company's financial instruments:

Instrument Rating action (as in February 2015)

Cash credit [ICRA]BB (Stable) reaffirmed

Term loan [ICRA]BB (Stable) reaffirmed

Bank guarantee [ICRA]BB (Stable) reaffirmed

Non-Fund Based Limits [ICRA]A4 reaffirmed

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of Annual Return is Annexed as Annexure 1.

STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

In the last Annual General Meeting (AGM) held on 9th September, 2014, M/s. R. K. Bajaj & Co., Chartered Accountants (Firm Regn. No. 314140E) had been appointed as the Statutory Auditors of the Company for a period of Three (3) years. Ratification of the appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM, pursuant to Sec. 139 of the Companies Act, 2013

Further, the report of the Statutory Auditors when read with Notes and Schedules as annexed are self-explanatory and do not call for any further comments.

COST AUDIT

As per the Cost Audit Orders, Cost Audit was applicable to the Company's Apparel, Clothing and Leather products for the FY 2013-14.

However in view of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the provisions of Cost Audit is no longer applicable on the products oftheCompanyfortheFY2014-15.

SECRETARIALAUDIT

In terms of Section 204 of the Act and Rules made there under, Mr. Rajarshi Ghosh, Practicing Company Secretary, has been appointed as the Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure 2 to this report.

The report is self-explanatory and do not call for any further comments.

PUBLIC DEPOSIT

The Company has not accepted or renewed any public deposits as defined under section 58A of the Companies Act,1956/Sec. 73 of the Companies Act, 2013, during the year. Under the above provisions, there is no deposit lying with the Company as on 31.03 2015.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information on particulars of conservation of energy, technology absorption and foreign exchange earnings & outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, forms a part of this report and a statement on the above is annexed as Annexure 3.

PARTICULARS OF EMPLOYEES

The information on particulars of employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 4.

ACKNOWLEDGMENTS

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

Your Directors also thank the Clients, Vendors, Shareholders, Bankers and Advisors of the Company for their continued support during the year.

Your Directors also thank the Central and State Government(s) and other statutory authorities for their continued support during the year.

We now look forward to the future with confidence and optimism.

For and on behalf of the Board of Directors

For Acknit Industries Limited

Shri Krishan Saraf Deo Kishan

Saraf Managing Director & CEO

Whole-time Director & CFO

Place: Kolkata

Date: 15th July, 2015


Mar 31, 2013

The Directors have pleasure in presenting the 23rd Annual Reports of your company alongwith the operating and financial results for the year ended 31st March,2013.

FINANCIAL RESULTS

(Rs.in Lacs)

Year Ended Year Ended 31st March, 31st March, 2013 2012

Gross Sales 9660 8904

Other Income 84 23

Total Revenue 9744 8927

Less: Total Expenditure 9020 8247

Gross Profit 724 680 (before Depreciation & Finance Cost)

Less : Depreciation 171 162

: Finance Cost 308 297

Profit before Extraordinary item 245 221

Less: Extraordinary Item

Profit before Tax (PBT) 245 221

Less : Provision for Income Tax 104 71

: Deferred Tax (12) 2

Profit after Tax (PAT) 153 148

Balance B/F 124 120

Balance available for appropriation 277 268

Less : Dividend & Dividend Tax 44 44

Less : Transfer to General Reserve 100 100

Balance transfer to Balance Sheet 133 124

Review of Performance

During the year under review the Indian Economy has passed through a continued slow down of growth rates, overall runaway inflation, high interest rates, falling industrial output, depreciating rupee and last but not the least the global uncertainty causing reduction in Export Orders severely hurting the economic activities. This had a major adverse impact on the expansion programme of the company.

Inspite of so many obstacles, your directors with the support of its Management team and other stakeholders of the company succeeded in steering the company to a commendable performance of the company as compared to the last financial year.

The company reported income from operation amounting to Rs. 96.60 crores during the year under review as compared to Rs. 89.04 Crores during the previous year, that is a growth of 8.5% which is more than the average growth rate of the country. The net profit after Tax during the year ended 31st March,2013 was Rs. 1.53 Crores as against Rs. 1.48 Crores in the previous year inspite of alround increase in cost of operation caused by galloping inflation in the country.

DIVIDEND

Your Directors have recommended a dividend of 15% on equity shares i.e. Rs. 1.50 per share which together with dividend tax is expected to absorb Rs. 0.44 Crores.

DIRECTORS

In accordance with the statutory provisions Mr.M.K Nath, an Independent, Non-Executive Director retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible offers himself for re-appointment.

The Particulars of the Director seeking appointment/re- appointment has duly been furnished as part of the notes to the notice convening the ensuing Annual General Meeting pursuant to clause 49 of the Listing Agreement.

None of the Directors of the Company is disqualified in terms of section 274 (I) (g) of the Companies Act 1956, as amended.

AUDITORS

The Auditors of the company, M/S. R.K. Bajaj & Co., Chartered Accountants, retires at the forthcoming Annual General meeting and have given their consent for re-appointment and also notified that if appointed, such re-appointment will be within the prescribed limits u/s 224 (IB) of the Companies Act,1956 and they are duly qualified to accept such assignment.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

In terms of Section 205A & 205C of the companies Act,1956 the company has since transferred during the year a sum of Rs. 70,344/- (Rupees Seventy Thousand Three Hundred Forty Four Only) to the Investor Education & Protection Fund created by Central Government, since these dividends remained unclaimed for 7 years.

LISTING

The Equity Shares of the company are listed at the Bombay Stock Exchange Ltd.(BSE) and the Calcutta Stock Exchange Ltd. (CSE)

CORPORATE GOVERNANCE

The Company believes that Corporate Governance is a way of business life rather than a legal compulsion. Although the provisions u/s 292 A of the Companies Act,1956 and/or the provisions of clause 49 of the Listing Agreement corresponding to the legal obligation for corporate governance, are not attracted to the company, your directors being committed to best management practices and adhering to the policy of full transparency, enclose herewith a Report on Corporate Governance as at 31st March, 2013 and a Report on Management Discussion and Analysis as annexure A & B and forming part of this Report.

COST COMPLIANCE / COST AUDIT

Your company has appointed M/s Patangi & Co. Cost Accountants to furnish cost compliance certificate for the financial year ended 31st March, 2012. In respect of the financial year ended 31st March, 2013, your company has appointed M/s. Patangi & Co., Cost Accountants, as a Cost Auditor for audit of cost records maintained by the Garment Div. The due date for filing the Cost Audit Report is 27th September, 2013.

PUBLIC DEPOSITS

The company has not accepted or renewed any Public Deposits as defined under section 58A of the Companies Act,1956 during the year .

PARTICULARS OF CONSERVATION OF ENERGY TEHNOLOGY ABSORPTION AND FOREIGN EARNINGS & OUTGO

The Information on particulars of conservation of Energy, technology absorption and foreign Exchange earnings & outgo as required under section 217 (I) (e) of the Companies Act,1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) rules,1988 forms a part of this Report as Annexure C.

Particulars of Employees

The information on Particulars of Employees as required under section 217 (2A) of the Companies Act,1956 read with the Companies (Particulars of Employees) Rules,1975 in respect of the Company is not attracted to the company.

Directors'' Responsibility Statement

As required u/s 217(2AA) of the Companies Act,1956, Your Directors confirm having :

a) Followed in the preparation of the Annual Accounts, the applicable Accounting Standards with proper explanation relating to material departures, if any;

b) Selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the company for that year;

c) Taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

d) Prepared the Annual Accounts on a going concern basis.

COMPLIANCE CERTIFICATE

The provisions u/s 383A of the Companies Act,1956 regarding obtaining compliance certificate from practicing Company Secretary, have since been extended to companies having a paid-up Capital upto Rs. 5.00 Crores. Accordingly, your company has since obtained such Compliance Certificate for the year ended 31.03.2013 from Mr. Rajarshi Ghosh, a Company Secretary in practice, a copy thereof is annexed hereto as part of the Director''s Report as Annexure ''D''.

PERSONNEL AND INDUSTRIAL RELATION

All along, the Company maintained a cordial and harmonious relationship with its employees at all level. Your directors put on record their appreciation of the hard work and efficiency of its employees which enabled the Company to achieve its objectives.

CAUTIONARY STATEMENT

The statements made in this report describing Company''s estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Company''s operations include demand supply conditions, raw material prices, changes in Government regulations, tax regimes, economic developments of the country and other factors like litigations and labour negotiations, etc.

CONCLUSION

Your Directors place on record their appreciation of the co- operation and support received from investors, customers, shareholders, bankers, vendors and statutory and Regulatory Authorities. Your Directors also thank the employees for their significant contribution in Company''s performance. Your Directors now look forward to the future with confidence and optimism.

For and on behalf of the Board of Directors

Acknit Industries Limited

D. K. Saraf

Whole Time Executive Director

Place : Kolkata S. K. Ghosh

Dated : The 30th day of May 2013 Director


Mar 31, 2011

The Directors have pleasure in presenting the 21st Annual Report of your company alongwith the operating and financial results for the year ended 31st March, 2011.

FINANCIAL RESULTS (Rs. in Lacs)

Year Ended Year Ended 31st March, 2011 31st March, 2010

Gross Sales (Including Customs Duty) 6539.26 4376.34

Other Income (Including Extra Ordinary items) 180.14 102.15

Less : Total Expenditure 6148.33 4082.52

Gross Profit ( before Depreciation & Interest) 571.07 395.97

Less : Depreciation 153.84 151.56

: Interest 248.54 137.46 Net Profit before Taxation ( PBT) 168.69 106.95

Less : Provision for Income Tax 40.29 19.00

: Deferred Tax (19.46) 0.50

Profit after Tax ( PAT) 147.86 87.45

Balance B/F 96.40 93.17

Less : Dividend & Dividend Tax 43.93 44.22

Less : Transfer to General Reserve 80.00 40.00

Balance C/F to Balance Sheet 120.33 96.40

OPERATING PERFORMANCE

The year under review was full of ups and downs. The year commenced with an optimistic note and the order book being sufficient with diverse enquiries and fresh order, the management undertook an expansion program and installed a lot of sophisticated machine for increasing the capacity. But unfortunately around mid of September, 2010, there was an unforeseen set back caused by a devastating fire at one of the unit at Falta SEZ at sector-I. Several consignment of finished goods which were ready for shipment and lying at the unit situated at FSEZ at sector-I was destroyed and burnt out and at the same time numbers of knitting and other ancillary machines were damaged and fully burned and destroyed by fire. However, the management with its relentless efforts and with the coordination of the Insurance Company could recover the situation within a very short time and made the affected unit in workable condition. In the process of restructuring the burnt out unit, the other unit at Falta SEZ which was unaffected by the said fire accommodated part of the machineries and stock that was recovered in the burnt out unit. Those machines overworked in the new accommodation to successfully maintains company's export commitment. Such efforts of the management helped the company to increase its turnover in the face of debacle and also to receive increased orders from the overseas market.

Thereafter, the management succeeded in increasing the sales turnover after recovery of initial set back caused by fire and at the end of the year the Annual Turnover of the company was increased by 50 % over the previous year and your directors are optimistic about sustaining the growth momentum. The turnover of the company during the year under review was Rs.65.26 Crores as against Rs.43.34 crores in the last year, the gross profit was also increased to Rs.5.71 crores from Rs.3.96 crores in the previous year and the net profit after tax was Rs.1.48 crores which works out to an EPS of Rs.5.87 per share as against Rs.3.47 per share in the previous year.

DIVIDEND

Your Directors have recommended a dividend of 15% on equity shares which together with dividend tax is expected to absorb Rs.43.93 Lacs.

DIRECTORS

In accordance with the statutory provisions Shri D.K Saraf, Executive Promoter Director retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible offers himself for re-appointment.

The Particulars of Directors seeking appointment/re-appointment have duly been furnished as part of the notes to the notice convening the ensuing Annual General Meeting pursuant to clause 49 of the Listing Agreement.

None of the Directors of the Company is disqualified in terms of section 274 (I) (g) of the Companies Act 1956, as amended.

AUDITORS

The Auditors of the company, M/S. R.K. Bajaj & Co., Chartered Accountants, retires at the forthcoming Annual General meeting and have given their consent for re-appointment and have also notified that if appointed, such re-appointment will be within the prescribed limits u/s 224 (IB) of the Companies Act,1956 and they are duly qualified to accept such assignment.

INFORMATION U/S 217 OF THE COMPANIES ACT,1956

a. Conservation of Energy,etc.

Information pursuant to section 217 (1) (e) of the Companies Act,1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule,1988 and forming part of this Report is annexed hereto as "Annexure C".

b. Particulars of Employees :-

The Company has no employee drawing remuneration in excess of the prescribed limits u/s 217 (2A) of the Act.

c. Directors' Responsibility Statement

As required u/s 217(2AA) of the Companies Act,1956, Your Directors confirm having :

a) Followed in the preparation of the Annual Accounts, the applicable Accounting Standards with proper explanation relating to material departures, if any;

b) Selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the company for that year;

c) Taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

d) Prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE

The company believes that Corporate Governance is a way of business life than a legal compulsion. Though the provisions of Section 292 A of the Companies Act, 1956 and/or clause 49 of the Listing

Agreement corresponding to the legal obligation for Corporate Governance, are not applicable to the Company, your Directors are committed to the application of best management Practices, Compliance with Law and adherence to ethical standard while discharging social responsibilities. A report on Corporate Governance is annexed hereto separately as part of this report and marked as 'B'.

MANAGEMENT DISCUSSION AND ANALYSIS

A Separate Report on management Discussion and Analysis is annexed hereto, and marked as 'A'.

PUBLIC DEPOSITS

The Company has not accepted or renewed any Public Deposit, as defined u/s 58A of the Companies Act,1956, during the year under review.

PERSONNEL AND INDUSTRIAL RELATION

All along, the Company maintained a cordial and harmonious relationship with its employees at all level. Your directors put on record their appreciation of the hard work and efficiency of its employees which enabled the Company to achieve its objectives.

CAUTIONARY STATEMENT

The statements made in this report describing Company's estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Company's operations include demand supply conditions, raw material prices, changes in Government regulations, tax regimes, economic developments of the country and other factors like litigations and labour negotiations, etc.

CONCLUSION

Your Directors place on record their appreciation of the co-operation and support received from investors, customers, shareholders, bankers, vendors and statutory and Regulatory Authorities. Your Directors also thank the employees for their significant contribution in Company's performance. Your Directors now look forward to the future with confidence and optimism.

For and on behalf of the Board of Directors

Acknit Industries Limited

D. K. Saraf

Executive Director Place : Kolkata S. K. Ghosh

Date : The 18th day of July, 2011 Director


Mar 31, 2010

The Directors have pleasure in presenting the 20th Annual Reports of your company along with the operating and financial results for the year ended 31st March, 2010.

FINANCIAL RESULTS (Rs. in Lacs)

Year Ended Year Ended 31 st March, 2010 31st March, 2009

Gross Sales (including Customs Duty) 4376.34 6192.17

Other Income (Including Extra Ordinary items) 102.15 66.90

Less: Total Expenditure 4082.52 5794.13

Gross Profit (before Depreciation & Interest) 395.97 464.94

Less: Depreciation 151.56 149.82

lnterest 137.46 14551

Net Profit before Taxation (PBT) 106.95 169.61

Less : Provision for Income Tax & FBT 19.00 21.77

Deferred Tax 0.50 12.92

Profit after Tax (PAT) 87.45 134.92

Balance B/F 93.17 92.47

Less:Dividend & Dividend Tax 44.22 44.22

Less : Transfer to General Reserve 40.00 90.00

Balance C/F to Balance Sheet 96.40 93.17

OPERATING PERFORMANCE

In the recent past the International Economy witnessed unprecedented recession affecting all round business activities. The Developed European Countries were hit most by the recession curbing generation of their orders lor supplies. And your company being engaged in 100% EOU is fully dependent on orders from the European Union Although there was a sign of recovery, lull restoration of activities in the west was not achieved during the year in question resulting in a substantial reduction in the companys sales and Turnover. Gross Turn over of the company was reduced by about 29% as against the previous year from Rs. 61.92 Crores to Rs. 43.76 Crores. The changed situation in the European Countries has led to serious price war amongst the low cost Asian Countries and in order to maintain the bare break even, the company was forced to offer more and more discounts to retain its customers. Your directors are hopeful that Global Economy will be brought back to its normal track and the crisis of reduced business orders will be over very soon and the company is expected to be brought back to its normal growth track by the end of the current fiscal.

The turn over of the company during the year under review was Rs. 43.76 Crores as against Rs. 61.92 crores in the last year, the gross profit was also reduced to Rs.3.96 crores from Rs.4.65 crores in the previous year and the net profit after tax was Rs.0.87 crore which works out to an EPS of Rs.3.47 per share.

DIVIDEND

Your Directors have recommended a dividend of 15% on equity shares which together with dividend tax is expected to absorb Rs. 44.22 Lacs.

DIRECTORS

In accordance with the statutory provisions Shri M. K. Nath, Non Executive Independent Director retiree by rotation at the ensuing Annual General Meeting of the Company, and being eligible offers himself for re-appointment.

The Particulars of Directors seeking appointment/re-appointment have duly been furnished as part of the notes to the notice convening the ensuing Annual General Meeting pursuant to clause 49 of the Listing Agreement. I

None of the Directors of the Company is disqualified in terms of section 274 (I) (g) of the Companies Act 1956, as amended.

AUDITORS

The Auditors of the company, M/s. R.K Bajaj & Co., Chartered Accountants, Kolkata, retires at the forthcoming Annual General Meeting and have given their consent tor re-appointment and have also notified that if appointed, such re-appoirtment will be within the prescribed limits u/s 224 (IB) of the Companies Act, 1956 and they are duly qualified to accept such assignment.

INFORMATION U/S 217 OF THE COMPANIES ACT, 1956

a. Conservation of Energy, etc.

Information pursuant to section 217 (i) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule, 1988 and forming part of this Report is annexed hereto as Annexure C.

b. Particulars of Employees :-

The Company has no employee drawing salaries in excess of the prescribed limits u/s 217 (2A) of the Act.

c. Directors Responsibility Statement u/s 217 (2AA) of the Companies Act, 1956 :- The Directors hereby confirm

a) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures ;

b) That the directors have selected such accounting policies and adopted them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit of the company for the year;

c) That the directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and preventing and detecting fraud and other irregularities ; and

d) That the directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE

The company believes that Corporate Governance is a way of business life than a legal compulsion. Though the provisions of 292 A of the Companies Act, 1956 and/or clause 49 of the Listing Agreement corresponding to the Legal obligation for Corporate Governance, are not applicable to this Company, your Directors are committed to the application of best management Practices, Compliance with Law and adherence to ethical standard while discharging social responsibilities. A report on Corporate Governance is annexed hereto separately as part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

A Separate Report on management Discussion and Analysis is annexed hereto

PUBLIC DEPOSITS

The Company has not accepted or renewed any Public Deposit, as defined u/s 58A of the Companies Act. 1956. during the year under reveiw.

COMPLIANCE CERTIFICATE

The provisions u/s 383A of the Companies Act. 1956 regarding obtaining compliance certificate from practising Company Secretary, have since been extended to companies having a paid-up capital of not exceeding Rs. 5.00 Crores. Accordingly, your company has since obtained such Compliance Certificate for the year ended 31.03.2010 from Mr. Rajarshi Ghosh, a Company Secretary in practice, a copy thereof is annexed hereto as part of the Directors Report and marked as Annexure D.

PERSONNEL AND INDUSTRIAL RELATION

All along, the Company maintained a cordial and harmonious relationship with its employees at all level. Your directors put on record their appreciation of the hard work and efficiency of Its employees which enabled the Company to achieve its objectives.

CAUTIONARY STATEMENT

The statements made in this report describing Companys estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Companys operations include demand supply conditions, raw material prices, changes in Government regulations, tax regimes, economic developments of the country and other factors like litigations and labour negotiations, etc.

CONCLUSION

Your Directors place on record their appreciation of the co-operation and support received from investors, customers, shareholders, bankers, vendors and statutory and Regulatory Authorities. The Directors also thank the employees for the their significant contribution in Companys performance. The Directors now look forward to the future with confidence and optimism.

For and on behalf of the Board of Directors Acknit Industries Limited

S. K. Saraf Chairman-Cum-Managing Director

S. K. Ghosh Director

Place: Kolkata

Date : The 20th day of August, 2010

 
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