Mar 31, 2015
Dear Members,
The Directors of your Company present their 33rd Annual Report & the
Audited Statements of Account of the Company for the financial year
ended March 31, 2015.
Financial Results
The performance of your Company for the financial year ended March
31,2015 is summarized below.
(Rs./Lakhs)
2014-15 2013-14
Turnover & other Income 262.79 162.83
incl. Exports) Nil Nil
Gross Profit before 127.72 (15.02)
financial exp. & depreciation
Less: Financial Expenses 0.29 2.11
Depreciation 48.50 52.45
Exceptional Items (0.73) 2.43
Net Profit/(Loss) before Tax 79.66 (72.01)
Less: Provision for Taxation 9.63 NIL
Income Tax adj. for earlier years NIL NIL
Less: Adj. for deferred tax (10.33) (7.04)
Mat credit entitlement (9.63) NIL
Met Profit /(Loss) after tax 89.99 (64.97)
Add: Amount b/f from last year (88.35) (23.38)
impact of carrying amount of asset
Where remaining useful life is Nil (9.59) NIL
Balance transferred to Balance Sheet (7.95) (88.35)
Dividend
In view of accumulated losses, the Directors are not in a position to
recommend any dividend for the financial year 2014-15.
Operations
The performance of your Company during the financial year under review
has been impacted substantially, due to scale-down of operations to
negligible, higher input costs, low export orders and subdued cotton &
textile markets.
Future Business Prospects:
The Board of Directors have been exploring and assessing various
available business propositions for diversification including, inter-
alia, the manufacturing of Woven Garments, for better prospects, and
for augmenting the resources & the profitability of the Company.
The Directors are hopeful of improved working results in the ensuing
period.
Technology upgradation, modernisation cum diversification
The Company has not incurred any expenditure on technology upgradation
& modernization of machinery and equipment during the year under report
and during the preceding year.
Future Prospects
During the first quarter of the financial year 2015-16, the Company has
achieved a nil turnover (upto May 30,2015) as against Rs. NIL in the
corresponding first quarter of the previous year. Strict monitoring is
being done to cut down costs and overheads wherever feasible to make
the product more price competitive.
Finances
Your Company continues to have the support of its Bankers, Punjab
National Bank, for the working capital requirements commensurate with
its business activities.
Deposits
The Company has neither invited nor accepted any deposits from the
Public during the year under report.
Particulars of Loans, Guarantees or Investments
The Company has not given any loans or guarantees covered under the
provisions of Section 186 of the Companies Act, 2013.
The details of the investments made by Company are given in the notes
to the financial statements.
Internal Control Systems and their adequacy
The Company has an internal control system, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
internal audit function is defined in the Internal Audit Manual. To
maintain its objectivity and independence, the internal audit function
reports to the Chairman of the Audit Committee of the Board and to the
Managing Director.
Rajeev Shagun Gupta & Co were appointed as Internal Auditors in terms
of Section 138 of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014 monitors and evaluates the efficacy and adequacy
of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies of the Company.
Based on the report of internal audit function process owners undertake
corrective action in their respective areas and thereby strengthen the
controls. Significant audit observations and recommendations, if any,
along with corrective actions thereon are presented to the Audit
Committee of the Board.
Directors
The Company has received requisite notice(s) from the member(s)
proposing the candidatures of Mrs. Kusum Chopra, as Independent
Director.
Pursuant to the provisions of Section 149,152 read with Schedule IV and
all other applicable provisions of the Companies Act, 2013 and the
Companies (Appointment and Qualification of Directors) Rules, 2015
(including any statutory modifications or re-enactment thereof for the
time being in force) and Clause 49 of the listing agreement, the
Independent Director proposed to be appointed shall hold office for 5
(five) consecutive years for a term upto March 29, 2020. The Company
has received declarations from all the Independent Directors conforming
that each of them meets the criteria of independence as prescribed
under Section 149(6) of the Companies Act, 2013 and Clause 49 of the
listing agreement.
Mr. Hari Bansal, Director, retires by rotation at the ensuing Annual
General Meeting and is eligible for re-appointment. Board of Directors
recommends his re-appointment.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing agreement, the Board has carried out an evaluation of its
own performance, the directors individually as well as the evaluation
of the various Committees. The manner in which the evaluation has been
carried out has been explained in the Corporate Governance Report.
Remuneration Policy
The Board on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
Meetings
A Calendar of Meetings is prepared and circulated in advance to the
Directors.
During the year six Board Meetings and four Audit Committee Meetings
were convened and held. The details of which are given in the Corporate
Governance Report. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013.
Audit Committee
The Company has in place an Audit Committee in terms of the
requirements of the Companies Act, 2013 read with the rules made
thereunder and Clause 49 of the Listing Agreement. The details relating
to the same are given in Report on Corporate Governance forming part of
this Report.
Directors' Responsibility Statement
In terms of Section 134(5) of the Companies Act, 2013 the directors
would like to state that:
i) In the preparation of the Annual Accounts, the applicable accounting
standards have been followed;
ii) The directors have selected such accounting policies and have
applied them consistently and made judgments and esti- mates that were
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 or loss of the Company for the year under review;
iii) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting any fraud or other
irregularities;
iv) The directors have prepared the annual accounts on a going concern
basis;
v) The directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively; and
vi) The directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such system were
adequate and operating effectively.
Related party transactions
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the Company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with the Company at large. Accordingly, no transactions are being
reported in Form AOC-2 in terms of Section 134 of the Act read with
rules made thereunder.
Amount carried to Reserve
The Company has not transferred any amount to the reserves during the
current financial year.
Material changes and commitments affecting the financial position of
the Company between the end of the financial year and the date of the
report
There are no material changes and commitments affecting the financial
position of the Company between the end of the financial year and the
date of this Report.
Code of Conduct
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course
of day to day business operations of the Company. The Company believes
in "Zero Tolerance" against bribery, corruption and unethical
dealings/behaviors of any form.
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees
in their business dealings and in particular on matters relating to
integrity at the work place, in business practices and in dealing with
stakeholders. The Code gives guidance through examples on the expected
behavior from an employee in a given situation and the reporting
structure.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code.
Vigil Mechanism/Whistle Blower Policy
The Company has a vigil mechanism policy to deal with the instance of
fraud and mismanagement, if any.
In staying true to our values of strength, performance and passion and
in line with our vision of being one of the Companies, having highest
standards of Corporate Governance and stakeholder responsibility. The
periodic report for any instance is to be reported before the Audit
Committee.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for prevention of insider
trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading window is closed. The Board is respon- sible for implementation
of the Code.
All Board members and the designated employees have confirmed
compliance with the Code.
Details of significant & material orders passed by the Regulators or
Courts or Tribunals
During the year under review, there were no material and significant
orders passed by the regulators or courts or tribunals impacting the
going concern status and the Company's operations in future.
Secretarial Auditors
As required under Section 204(1) of the Companies Act, 2013 read with
the Companies (Appointment and Remuneration of managerial Personnel)
Rules, 2014 the Company had appointed Ms. Jyoti Sharma, Company
Secretary in practice of JVS & Associates to undertake the Secretarial
Audit of the Company for the financial year 2014-15. The Secretarial
Audit Report for the financial year ended March 31, 2015 is annexed as
Annexure-A.
Auditors
M/s. S.R. Dinodia & Company, Chartered Accountants, New Delhi, retire
and being eligible, offer themselves for re-appointment as Auditors of
the Company for the current financial year 2015-16, to hold office till
the conclusion of the next Annual General Meeting. The Company has
received the consent and the requisite Certificate(s) under the
Companies Act, 2013, from them.
Auditor's Report/Secretarial Audit Report
The observation made in the Auditors'/Secretarial Auditors' Report read
together with relevant notes thereon are self-explanatory and hence do
not call for any further comments under Section 134 of the Companies
Act, 2013.
Extract of Annual Return
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as Annexure-B.
Subsidiary Company
During the year under review, M/s Aum Texfab Pvt. Ltd. continues to be
a Subsidiary of the Company and the contribution of the said Subsidiary
Company was insignificant. The consolidated financial statements of the
Company and its above said subsidiary form part of the Annual Report.
Consolidated Financial Statements
Your Directors have pleasure in attaching the Consolidated Financial
Statements pursuant to Section 129(3) of the Companies Act, 2013 and
Clause 32 of the Listing Agreement entered with the Stock Exchanges and
prepared in accordance with the Accounting Standards prescribed by the
Institute of Chartered Accountants of India, in this regard.
The Auditors report to the shareholders does not contain any
qualification, observation or adverse comment.
Corporate Governance
The Management Discussion & Analysis Report and the Report on Corporate
Governance, along with the Certificate from the Auditors of the Company
regarding compliance with the conditions of Corporate Governance as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange, is given in the Annexure, forming part of this Report. The
Corporate Governance Report for the financial year ended March 31, 2015
is annexed as Annexure-C.
Particulars of Employees
There was no employee who was in receipt of remuneration for the
financial year under report in the aggregate of not less than Rs. 60
Lacs per annum, if employed throughout the year or Rs. 5 lacs per
month, if employed for part of the financial year, within the meaning
of Section 197 read with rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. The informa- tion
required pursuant to Section 197(12) of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 ('the Rules') in respect of employees of the Company, is annexed
to this Report as Annexure-D.
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings & Outgo
The relevant information & data required to be disclosed in terms of
the provisions of the Companies Act, 2013 and the rules made thereunder
is given in the Annexure- E and forms part of this Report.
Acknowledgements
Industrial relations continue to be cordial during the year under
report. The Directors appreciate the effort and contribution made by
the Workers, Staff Members and Executives at all levels. The Directors
would also like to thank the Shareholders, Bankers, Custom- ers, and
Suppliers & Vendors for the continuous support given by them to the
Company, and their confidence in its management.
For & on behalf of the Board
C.L. JAIN
Place : New Delhi Mg. Director
Dated : May 30,2015 DIN00022903
Mar 31, 2014
Dear Members,
The Directors of your Company present their 32nd Annual Report & the
Audited Statements of Account of the Company for the financial year
ended 31st March, 2014.
Financial Results
The performance of your Company for the financial year ended 31st
March, 2014 is summarized below: (Rs./Lakhs)
2013-2014 2012-2013
Turnover & other Income 162.83 263.89
(incl. Exports) Nil Nil
Gross Profit before (15.02) 58.26
financial exp. & depreciation
Less: Financial Expenses 2.11 Nil
Depreciation 52.45 68.55
Exceptional Items 2.43 (182.53)
Net Profit/(Loss) before Tax (72.01) 172.24
Less : Provision for Taxation NIL 15.68
Income Tax adj. for earlier years NIL (12.15)
Less: Adj. for deferred tax (7.04) (39.83)
Mat credit entitlement NIL 15.68
Net Profit /(Loss) after tax (64.97) 224.21
Add: Amount b/f from last year (23.38) (247.59)
Balance transferred to Balance Sheet (88.35) (23.38)
Dividend
In view of accumulated losses, the Directors are not in a position to
recommend any dividend for the financial year 2013-14.
Operations
The performance of your Company during the financial year under review
has been impacted substantially, due to scale-down of operations,
higher input costs, low export orders and subdued cotton & textile
markets.
Future Business Prospects:
The Board of Directors have been exploring and assessing various
available business propositions for diversification including,
inter-alia, the manufacturing of Woven Garments, for better prospects,
and for augmenting the resources & the profitability of the Company.
The Directors are hopeful of improved working results in the ensuing
period.
Technology upgradation, modernisation-cum-diversification
The Company has incurred nominal capital expenditure of Nil on
technology upgradation & modernization of machinery and equipment,
wherever considered necessary, during the year under report, as against
Rs. Nil lakhs incurred in the preceding year.
Future Prospects
During the first quarter of the financial year 2014-15, the Company has
achieved a nil turnover (upto May 20, 2014) as against Rs. 0.02 Lacs
in the corresponding first quarter of the previous year. Strict
monitoring is being done to cut down costs and overheads wherever
feasible to make the product more price competitive.
Finances
Your Company continues to have the support of its Bankers, Punjab
National Bank, for the working capital requirements commensurate with
its business activities.
Deposits
The Company has neither invited nor accepted any deposits from the
Public within the meaning of the Companies (Acceptance of Deposits),
Rules, 1975 during the year under report.
Directors
The Company has received requisite notice(s) from the member(s)
proposing the candidatures of Mr. V.B. Aggarwal, Dr. B.K. Behera and
Mr. S.R. Sharma, as Independent Director(s).
Pursuant to the provisions of Section 149, 152 read with Schedule IV
and all other applicable provisions of the Companies Act, 2013 and the
Companies (Appointment and Qualification of Directors) Rules, 2014
(including any statutory modifications or re-enactment thereof for the
time being in force) and Clause 49 of the listing agreement, the
Independent Director proposed to be appointed shall hold office for 5
(five) consecutive years for a term upto 31st March, 2019. The Company
has received declarations from all the Independent Directors conforming
that each of them meets the criteria of independence as prescribed
under Section 149(6) of the Companies Act, 2013 and Clause 49 of the
listing agreement.
Mr. Hari Bansal, Director, retires by rotation at the ensuing Annual
General Meeting and is eligible for re-appointment. Board of Directors
recommends his re-appointment.
The Board of Directors on the recommendation of Remuneration Committee
has approved the reappointment of Mr. C.L Jain as Managing Director of
the Company for a period of 3 years w.e.f. October 1, 2014, subject to
the approval of Shareholders in the ensuing Annual General Meeting.
Auditors
M/s. S.R. Dinodia & Company, Chartered Accountants, New Delhi, retire
and being eligible, offer themselves for re-appointment as Auditors of
the Company for the current financial year 2014-15, to hold office till
the conclusion of the next Annual General Meeting. The Company has
received the consent and the requisite Certificate(s) under the
Companies Act, 2013, from them.
Subsidiary Company
During the year under review, M/s Aum Texfab Pvt. Ltd. continues to be
a Subsidiary of the Company and the contribution of the said Subsidiary
Company was insignificant. The consolidated financial statements of the
Company and its above said subsidiary, form part of the Annual Report.
In terms of the Circular no.2/ 2012 dated 8th February, 2012 issued by
the Ministry of Corporate Affairs, Government of India, the Balance
Sheet, Profit & Loss Account and other documents of the subsidiary
companies are not required to be attached with the Balance Sheet of the
Company. The said documents/details shall be made available upon
request to any member of the Company and will also be made available
for inspection by any member of the Company at the registered office of
the Company between 10.00 A.M. to 12 ''O'' Clock up to the date of the
Annual General Meeting.
Corporate Governance
The Management Discussion & Analysis Report and the Report on Corporate
Governance, along with the Certificate from the Auditors of the Company
regarding compliance with the conditions of Corporate Governance as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange, is given in the Annexure, forming part of this Report.
Directors'' Responsibility Statement
As required u/s 217 (2AA) of the Companies Act, 1956, with respect to
Directors'' Responsibility Statement, the Directors hereby confirm for
the financial year ended March 31,2014 that:
i) in the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures, if any;
ii) the accounting policies have been selected and applied consistently
and judgments and estimates have been reasonably and prudently made
when required 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 and loss of the Company for that period;
iii) proper and sufficient care has been taken for maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and
preventing and detecting any fraud or other irregularities; and
iv) the annual accounts for the financial year have been prepared on a
going concern basis.
Particulars of Employees
There was no employee who was in receipt of remuneration for the
financial year under report in the aggregate of not less than Rs. 60
Lacs per annum, if employed throughout the year or Rs. 5 lacs per
month, if employed for part of the financial year, within the meaning
of Section 217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975.
Energy Conservation, Technology Absorption and Foreign Exchange
earnings & outgo
The relevant information & data required to be disclosed u/s 217 (1)(e)
read with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988 is given in the Annexure and forms part
of this Report.
Acknowledgements
Industrial relations continue to be cordial during the year under
report. The Directors appreciate the effort and contribution made by
the Workers, Staff Members and Executives at all levels for the
improvement in the Company''s performance. The Directors would also like
to thank the Shareholders, Bankers, Customers, and Suppliers & Vendors
for the continuous support given by them to the Company, and their
confidence in its management.
For and on behalf of the Board of Directors
Place : New Delhi C.L. Jain
Dated: May 26, 2014 Managing Director
(DIN00022903)
Mar 31, 2010
The Directors of your Company present their 28th Annual Report & the
Audited Statements of Account of the Company for the year ended on 31st
March, 2010.
Financial Results
The performance of your Company for the financial year ended on 31st
March, 2010 is summarized below:
(Rs./Lakhs)
2009-2010 2008-2009
Turnover & other Income 2,416.76 2,350.20
(incl. Exports) (2,114.64) (1,920.66)
Gross Profit before 154.02 170.62
Financial Exp. & Depreciation
Less : Financial Expenses 45.92 47.93
Depreciation 96.87 111.72
Net Profit/(Loss) before Tax 11.23 10.97
Less : Provision for Taxation - -
Income Tax adj. for earlier years 7.68 -
Provision for Fringe Benefit Tax - 1.70
Provision for Wealth Tax - 0.09
Add: Adj. for deferred tax (10.53) 8.18
Net Profit /(Loss) after tax 14.08 17.36
Add: Recoup/Transfer to
General Reserve - -
Add: Amount b/f from last year (59.91) (77.27)
Balance transferred to Balance Sheet (45.83) (59.91)
Dividend
In view to conserve resources for future operations, the Directors are
not in a position to recommend dividend for the financial year 2009-10.
Operations
The performance of your Company during the financial year under review
has been marginally improved than that of the previous year. However,
the Net Profit after tax is lesser than the previous year. The turnover
and exports of the Company have surged forward in the year under
review. However, margins continue to be under pressure, mainly on
account of high operational costs, overall recessionary trend in Indian
and International markets. Board of Directors of the Company have left
no stone unturned for the reduction of the growing cost of production
and to improvise the Export Turnover.
Technology upgradation, modernisation-cum-diversification
The Company has incurred nominal capital expenditure of Rs. 11.13 lakhs
on technology upgradation & modernization of machinery and equipment,
wherever considered necessary, during the year under report, as against
Rs.15.51 lakhs incurred in the preceding year.
Future Prospects
During the first quarter ended on 30th June, 2010, the Company has
achieved turnover of Rs. 440.33 Lacs (incl. exports of Rs. 421.24 lacs)
as against Rs.442.25 Lacs (incl. exports of Rs.417.69 Lacs) in the
corresponding first quarter of the previous year. Strict monitoring is
being done to cut down costs and overheads wherever feasible to make
the product more price competitive. The Directors are making their best
efforts and have taken effective steps to increase the turnover &
exports and to improve the profitability of the Company. The
performance is poised for improvement in the current year.
Finances
Your Company continues to have the support of its Bankers, Punjab
National Bank, for the working capital requirements commensurate with
its business activities.
Deposits
The Company has neither invited nor accepted any deposits from the
Public within the meaning of the Companies (Acceptance of Deposits),
Rules, 1975 during the year under report.
Directors
Mr. Hari Bansal, Whole-time Director, retires by rotation at the
ensuing Annual General Meeting and is eligible for reappointment. Board
of Directors recommends his re-appointment.
Auditors
M/s. S.R. Dinodia & Company, Chartered Accountants, New Delhi, retire
and being eligible, offer themselves for re-appointment as Auditors of
the Company for the current financial year 2010-11, to hold office till
the conclusion of the next Annual General Meeting. The Company has
received the consent and the requisite Certificate u/s 224(1B) of the
Companies Act, 1956, from them.
Subsidiary Company
During the year under review, M/s Aum Texfab Pvt. Ltd. continues to be
a Subsidiary of the Company and the contribution of the said Subsidiary
Company was insignificant. The financials along with the Directors and
Auditors Report thereon of Aum Texfab Pvt. Ltd. and the Statement u/s
212(1) of the Companies Act, 1956 are annexed and forms part of this
Annual Report. A gist of the financial performance of the subsidiary
companies in the format prescribed by the Ministry of Corporate Affairs
is contained elsewhere in the Annual Report. The Accounts of the
Subsidiary Company is open for inspection for any Member/Investor at
the Registered Office of your Company. The Company will make available
these documents/details upon request to any Member/Investor interested
in obtaining the same.
Corporate Governance
The Management Discussion & Analysis Report and the Report on Corporate
Governance, along with the Certificate from the Auditors of the Company
regarding compliance with the conditions of Corporate Governance as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange, is given in the Annexure, forming part of this Report.
Directors Responsibility Statement
As required u/s 217 (2AA) of the Companies Act, 1956, with respect to
Directors Responsibility Statement, the Directors hereby confirm that
as stated by the Auditors:
i) in the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) the accounting policies have been selected and applied consistently
and judgments and estimates have been reasonably and prudently made
when required 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 and loss of the Company for that period;
iii) proper and sufficient care has been taken for maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and
preventing and detecting any fraud or other irregularities; and
iv) the annual accounts for the financial year have been prepared on a
going concern basis.
Particulars of Employees
There was no employee who was in receipt of remuneration for the
financial year under report in the aggregate of not less than Rs. 24
Lacs per annum, within the meaning of Section 217(2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975.
Energy Conservation, Technology Absorption and Foreign Exchange
earnings & outgo
The relevant information & data required to be disclosed u/s 217 (1)(e)
read with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988 is given in the Annexure and forms part
of this Report.
Acknowledgements
Industrial relations continue to be cordial during the year under
report. The Directors appreciate the effort and contribution made by
the Workers, Staff Members and Executives at all levels for the
improvement in the Companys performance. The Directors would also like
to thank the Shareholders, Bankers, Customers, Suppliers & Vendors for
the continuous support given by them to the Company, and their
confidence in its management.
For and on behalf of the Board of Directors
Place : New Delhi C.L. Jain
Dated:September 4, 2010 Chairman & Mg. Director
Mar 31, 2009
The Directors of your Company present their 27th Annual Report & the
Audited Statements of Account of the Company for the year ended on 31st
March, 2009.
FINANCIAL RESULTS
The performance of your Company for the financial year ended on 31st
March, 2009 is summarized below:
(Rs./Lakhs)
2008-2009 2007-2008
Turnover & other Income 2350.20 2171.92
(incl. Exports) (1920.66) (1303.51)
Gross Profit before Financial exp.
& Depreciation 170.62 381.87
Less : Financial Expenses 47.93 23.07
Depreciation 111.72 85.23
Net Profit/(Loss) before Tax 10.97 273.57
Less : Provision for Taxation -- --
Income Tax adj. for earlier years -- 1.28
Provision for Fringe Benefit Tax 1.70 1.62
Provision for Wealth Tax 0.09 --
Add: Adj. for deferred tax 8.18 (143.15)
Net Profit /(Loss) after tax 17.36 127.52
Add : Recoup/Transfer to General Reserve -- --
Add : Amount b/f from last year (77.27) (204.79)
Balance transferred to Balance Sheet (59.91) (77.27)
DIVIDEND
In view to conserve resources for future operations, the Directors are
not in a position to recommend dividend for the financial year 2008-09.
OPERATIONS
The performance of your Company during the financial year under review
has marginally improved than that of the previous year. The turnover
and exports of the Company have surged forward in the year under
review. However, margins continue to be under pressure, mainly on
account of high operational costs, overall recessionary trend in Indian
and International markets.
TECHNOLOGY UPGRADATION, MODERNISATION-CUM-DIVERSIFICATION
The Company has incurred nominal capital expenditure of Rs. 15.51 lakhs
on technology upgradation & modernization of machinery and equipment,
wherever considered necessary, during the year under report, as against
Rs.17.40 lakhs incurred in the preceding year.
FUTURE PROSPECTS
During the first quarter ended on 30th June, 2009, the Company has
achieved turnover of Rs. 442.25 Lacs (incl. exports of Rs. 417.69
lacs) as against Rs.394.87 Lacs (incl. exports of Rs.333.66 Lacs) in
the corresponding first quarter of the previous year. Strict
monitoring is being done to cut down costs and overheads wherever
feasible to make the product more price competitive. The Directors are
making their best efforts and have taken effective steps to increase
the turnover & exports and to improve the profitability of the Company.
The performance is poised for improvement in the current year.
FINANCES
Your Company continues to have the support of its Bankers, Punjab
National Bank, for the working capital requirements commensurate with
its business activities.
DEPOSITS
The Company has neither invited nor accepted any deposits from the
Public within the meaning of the Companies (Acceptance of Deposits),
Rules, 1975 during the year under report.
DIRECTORS
Dr. B.K. Behera, Director, retires by rotation at the ensuing Annual
General Meeting and is eligible for re-appointment.
AUDITORS
M/s. S.R. Dinodia & Company, Chartered Accountants, New Delhi, retire
and being eligible, offer themselves for re-appointment as Auditors of
the Company for the current year 2008-09, to hold office till the
conclusion of the next Annual General Meeting. The Company has received
the consent and the requisite Certificate u/s 224(1B) of the Companies
Act, 1956, from them.
SUBSIDIARY COMPANY
During the year under review, M/s Aum Texfab Pvt. Ltd. continues to be
a Subsidiary of the Company and the contribution of the said Subsidiary
Company was insignificant. Your Company had, pursuant to the provisions
of Section 212(8) of the Companies Act, 1956(the Act), filed
application with the Ministry of Corporate Affairs, seeking exemption
from attaching the financials along with the Directorsà and AuditorsÃ
thereon and other documents required to be attached under Section
212(1) of the Act. The requisite approval from the Ministry of
Corporate Affairs was received vide their letter no.
47/512/2009-CL-III, dated August 7, 2009. Accordingly, the said
documents are not being attached with the Annual Report of your
Company. A gist of the financial performance of the subsidiary
companies in the format prescribed by the Ministry of Corporate Affairs
is contained elsewhere in the Annual Report. The Accounts of the
Subsidiary Company is open for inspection for any Member/Investor at
the Registered Office of your Company. The Company will make available
these documents/details upon request to any Member/Investor interested
in obtaining the same.
CORPORATE GOVERNANCE
The Management Discussion & Analysis Report and the Report on Corporate
Governance, along with the Certificate from the Auditors of the Company
regarding compliance with the conditions of Corporate Governance as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange, is given in the Annexure, forming part of this Report.
DIRECTORSÃ RESPONSIBILITY STATEMENT
As required u/s 217 (2AA) of the Companies Act, 1956, with respect to
Directorsà Responsibility Statement, the Directors hereby confirm that
as stated by the Auditors:
i) in the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) the accounting policies have been selected and applied consistently
and judgments and estimates have been reasonably and prudently made
when required 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 and loss of the Company for that period;
iii) proper and sufficient care has been taken for maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and
preventing and detecting any fraud or other irregularities; and
iv) the annual accounts for the financial year have been prepared on a
going concern basis.
PARTICULARS OF EMPLOYEES
There were no employees who were in receipt of remuneration for the
financial year under report in the aggregate of not less than Rs. 24
Lacs per annum, within the meaning of Section 217(2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO
The relevant information & data required to be disclosed u/s 217 (1)(e)
read with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988 is given in the Annexure and forms part
of this Report.
ACKNOWLEDGEMENTS
Industrial relations continue to be cordial during the year under
report. The Directors appreciate the effort and contribution made by
the Workers, Staff Members and Executives at all levels for the
improvement in the CompanyÃs performance. The Directors would also like
to thank the Shareholders, Bankers, Customers, Suppliers & Vendors for
the continuous support given by them to the Company, and their
confidence in its management.
For and on behalf of the Board of Directors
Place : New Delhi C.L. JAIN
Dated :September 3, 2009 Chairman & Mg. Director