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Directors Report of Anka India Ltd.

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 20thAnnual Report together with theAuditedAccountsofthe Company for the year ended 31st March,2014

Financial Results

The financial results for the year ended 31s March, 2014 and for the previous year ended 31s March, 2013 are as follows:

(Rs. in Lacs)

Year Ended Year Ended 31.03.2014 31.03.2013

Income from Operation 0.00 0.00

Other Income 0.55 345.05

Profit before Finance Cost, Depreciation and Taxes (18.51) 222.33

Finance Cost 0.10 0.12

Depreciation & Amortisation Expenses 0.00 20.60 Profit before Tax (18.62) 125.96

Provision for Taxation 0.00 25.20

Deferred Tax (Assets)/Liability 0.00 0.00

Short/(Excess) Provision of earlier year 0.00 0.00

Profit for the Year (18.62) 100.76

Earning per Share (0.89) 4.81

Your Company during the year achieved total revenue of Rs. 0.55 lacs including other income of Rs.0.55 lacs in comparison to total revenue of Rs.345.05 lacs including other income of Rs.345.05 lacs in the previous year ended 31st March, 2013. Your Company ended the year with a net profit of Rs.(18.62) lacs compared to profit of Rs.100.76 lacs for the previous year ended 31s March, 2013. The earning pershare is Rs.(0.89) in comparison to Rs. 4.81 pershare in the previous year.

The operational aspects of the Company''s working have been covered in detail in the Management Discussion and Analysis Report and the same is deemed to be part of this Directors'' Report.

Dividend

Your Directors does not see any possibility of declaration of dividend for the year under review.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mrs P.K.Sethi (DIN 01969211), Director of the Company retires by rotation and being eligible offers herself for re-appointment.

Mr. J.P.Singh and Mr.Kamal Singh Mehra ,Directors of the Company, are being appointed as independent Directors for five consecutive years for a term upto March 31,2019 as per the provision of Section 149 and other applicable provisions of the Companies Act, 2013 Brief resume of the Directors seeking appointment/re-appointment, nature of their expertise in specific functional areas and the name of the Public Companies in which they hold Directorship and Chairman/Membership of the Committees of the Board, are given as Annexure to the Notice convening the Annual General Meeting.

None of the Directors of the Company is disqualified as per provisions of Section 274(1)(g)of the Companies Act, 1956. The Directors have made necessary disclosures as required under various provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

Your Directors recommend their appointment/reappointment.

Fixed Deposits

During the year under review, your Company did not accept any Fixed Deposits from the Public.

Auditors & Audit

The Statutory Auditors of the Company, M/s. H. Kumar & Associates, Chartered Accountants (Firm Registration No.021518N), retire at the ensuing Annual General Meeting and has confirmed their eligibility and willingness to accept office, if re-appointed. The Audit Committee and the Board of Directors recommends the re-appointment of M/s. H. Kumar & Associates, Chartered Accountants (Firm Registration No. 021518N) as the Auditors of the Company fora period of three years.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.

Internal Auditors

The Board of Directors of your Company has appointed C. L. Golcha & Associates, Chartered Accountants, Ghaziabad (Firm Registration No. 021141N) as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2014-2015.

Secretarial Auditors

The Board of Directors of your Company are in the process of appointing the Secretarial Auditor of the Company pursuant to the provisions of Section 204 of the Companies Act, 2013 for the financial year 2014-2015.

Corporate Governance

The Securities and Exchange Board of India (SEBI) stipulates Corporate Governance standards for listed companies through Clause 49 of the Listing Agreement of the Stock Exchanges. Accordingly, a separate report on Corporate Governance along with the Auditors'' Certificate on its compliance by the Company is included as a part of the Annual Report.

Directors'' Responsibility Statement

On the basis of compliance certificates received from the Internal Auditors and Executives of the Company, subject to the disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors of the Company from time to time, we state as under:

* that in the preparation of the Annual Account for the financial year ended 31st March, 2014, the applicable accounting standards have been followed and there has been no material departure.

* that the Directors have selected such Accounting Policies and applied them consistently and made judgment and estimates 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 profits of the Company for the year under review.

* that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

* that the Directors have prepared the Annual Accounts on a going concern basis.

The Company''s Internal Auditors have conducted periodic audit to provide reasonable assurance that the Company''s established policies and procedures have been followed. The Audit Committee constituted by the Board reviews the internal control and financial reporting issues with the Internal Auditors.

Particulars of Employees

There has been no employee during theyearwhose particulars are required to be given under section 217(2A)of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

Information under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure ''A'' forming part of this Report.

Personnel

Relations with the Employees remained cordial and harmonious throughout the year, thereby strengthening the commitment of the Employees at all level to the growth of the Company.

Acknowledgement

The Directors acknowledge with gratitude the co-operation extended by various agencies of the Central Government, Government of Haryana , Banks and all Business Associates during the year under review. The Board also takes this opportunity to express its deep gratitude for the continuous support received from the Shareholders and wholehearted cooperation given by the employees of the Company working at various levels.

By Order of the Board

Sd/- Place : Gurgaon H. S. Sethi Dated : 27th August, 2014 Whole Time Director DIN No. 00013662


Mar 31, 2012

Dear Members,

The Directors are submitting their 18th Annual Report alongwith Audited Statement of Accounts for the period ended on 31st March, 2012. The Management Discussion & Analysis (MDA) report has been included at the appropriate places in the report.

1. FINANCIAL HIGHLIGHTS

(Rs.)

(Current Year) (Previous Year)

NET SALES (Net of Returns) 0.00 2836903.00

PROFIT/(LOSS) FOR THE YEAR (2177371.00) (1357171.95)

(BEFORE DEPRECIATION & INTEREST)

PRIOR PERIOD ADJUSTMENT (16064.00) (12281.00)

INTEREST 167487.00 10155.00

DEPRECIATION 2297826.00 1364631.64

NET PROFIT / (LOSS) FOR THE YEAR (1862268.00) (1369452.95)

(Includes prior period provisions of

Liquidated damages & penal interest of

IDBI)

2. OPERATIONS

During the year under review the no manufacturing operations were under taken by the company. The Company has incurred a net Loss of Rs. 18.62 Lacs as against the net loss of Rs. 13.70 lacs in the previous year. It was attributed to the number of factors like lack of working capital.

3. INSURANCE

All the Properties of the Company including its buildings, Plant & Machinery and stocks are adequately insured

4. BOARD OF DIRECTORS

Retire by Rotation

In accordance with the provisions of the Section 256 Companies Act, 1956 and the Articles Of Association of the Company Mrs Paramjit Sethi, Director who will be retiring by rotation, being eligible offers herself for re- appointment. Brief resume of the Director seeking re-appointment at this Annual Genearal Meeting, Nature of his expertise and other details as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges are given in the Annexure to the Notice Convening the 18th Annual General Meeting.

Resignation of Mr. Srihari Upadhayay, Independent Director

During the year under review Mr. Srihari Upadhayay, Independent Director of the Company submitted his resignation to the Company due to some preoccupation . the Board acknowledges and placed on record its sincere appreciation for the services rendered by Mr Srihari during his tenure as Director.

Further after the resignation of Mr. Srihari Upadhayay on independent Director was appointed in the Company and in this behalf efforts are being made to appoint two non executive independent Directors to meet the requirement of Clause 49 of the Listing Agreement of the Stock Exchange.

5. Audit Committee

The Audit Committee has been Functioning since January 2000 and the scope of the committee meets the requirements of the Cause 49 of the Listing Agreement with the Stock Exchange and Section 292A of the Compnaies Act 1956.

6. CORPORATE GOVERNANCE REPORT

Your Company has implemented the Corporate Governance Practice set out by the Securities Board of India (SEBI) and as set out in Clause 49 of the Listing Agreement entered into with the Stock Exchanges alongwith the Auditors Certificate (Practising Company Secretary) on its Compliance by the Company is included in this Annual Report.

7. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

On the basis of the compliance certificate received from the concerned executive of the Company, subject to the disclosures in the Annual Accounts and also on the basis of the discussions with the Statutory Auditors of the Company from time to time Your directors hereby confirm:

i) that in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that the directors had 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 or loss of the company for that period. that the directors had taken proper and sufficient care for the 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;

iii) That the directors had prepared the annual accounts on a going concern basis.

9. FIXED DEPOSITS:

During the year under review the Company has not accepted/renewed, any Fixed Deposits with in the meaning of Section 58 A of the Companies Act, 1956.

10. LISTING ON STOCK EXCHANGE

The Companies shares are listied on Mumbai Stock Exchange.

11. INTERNAL CONTROL SYSTEMS

The Company has an effective system of accounting and administrative controls which ensure that all asstes of the company are safe guarded and protected against loss from unauthorized use or disposition. The Company has a well defined organizational structure with clear functional authority limits for the approval of all the transactions.

The company has a strong reporting system, which evaluates and forewarns the management on issues related to compliance . The performance is regularly reviewd by the Board of Directors o ensure that it is in keeping with the overall corporate policy and in line with the Companies objectives.

12. AUDITORS

M/s H. KUMAR & Co., Chartered Accountants, the Auditors of the Company to hold office until the conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The necessary certificate as required u/s 224 (2B) of the Companies Act, 1956 has been received from the above named auditors.

14. AUDITORS'' REPORT AND NOTES ON ACCOUNTS

Comments on the Auditors'' Observations:

a. Reply to point no. 3 f (i) of the Auditors Report

The Company obtains the confirmations in ordinary course of business from time to time and no major variations are found.

b. Reply to point no. 3 f (ii) of the Auditors Report

The Company manufacture Shoe Soles and styles and forms of the soles depends upon the style of the Shoes and styles of the shoes changes from time to time due to the change in fashion. In this respect some sloes become out of fashion, which leads to the non use of certain moulds. It has also happened in past that some moulds were re used again. Now sometimes it becomes very difficult to assess or value the impairment loss of the Moulds on regular basis. As the Auditors have pointed out the company is making all the efforts to calculate on regular basis the impairment loss.

c. Reply to point no. 3 f (iii) of the Auditors Report

Efforts are being made to obtain the certificate from the qualified acturian.

15. PARTICULARS OF EMPLOYEES U/S 217 (2A) OF THE COMPANIES ACT, 1956.

During the year under review, no employee whether employed for the whole year or part of the year, was drawing remuneration exceeding the limits as laid down under section 217(2A) of the Companies Act, 1956. Therefore, the information as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not required to be given.

16. PERSONNEL

The industrial relations scenario continued to be stable during the year under review. The Company has been taking various initiatives for the HR development and this continue in this ensuing year as well.

17. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT - GO.

The information pertaining to the captioned areas are briefed in the ANNEXURE to this report.

18. CEO/CFO Certificate

As required by the Clause 49 of the Listing Agreement, the CEO/CFO certificate on the accounts is attached and forms part of the Annual Reoprt.

19. APPRECIATION

Your Directors wish to place on record their appreciation for the valued Co-operation and assistance extended by various Government Agencies, Bankers of the Company, IDBI, loyal & dynamic executive staff and other workers of the Company. The Board also takes this opportunity to express its deep gratitude for the continuous support received from the shareholders of the Company.

By the Order of Board

Place: Gurgaon (Harpreet Singh Sethi)

Date : 3rd September, 2012 Whole Time Directo


Mar 31, 2011

Dear Members,

The Directors are submitting their 17th Annual Report alongwith Audited Statement of Accounts for the period ended on 31st March, 2011. The Management Discussion & Analysis (MDA) report has been included at the appropriate places in the report.

1. FINANCIAL HIGHLIGHTS

(Rs.)

(Current Year) (Previous Year)

NET SALES (Net of Returns) 2836903.00 182000.00

PROFIT/(LOSS) FOR THE YEAR (1357171.95) (351586.27)

(BEFORE DEPRECIATION & INTEREST)

PRIOR PERIOD ADJUSTMENT (12281.00) (129240.35)

INTEREST 10155.00 37077.86

DEPRECIATION 1364631.64 4117944.67

NET PROFIT/(LOSS) FOR THE YEAR (1369452.95) (4635849.15)

(Includes prior period provisions of Liquidated damages & penal interest of IDBI)

2. OPERATIONS

Due to continues acute liquidity crisis being faced by the Company in the last few Financial years the Company could not deliver the goods at its best. The Company has incurred a net Loss of Rs. 13.70 Lacs as against the net loss of Rs. 46.50 lacs in the previous year. It was attributed to the number of factors like lack of working capital, the fierce competition with the unorganized sector, the slump in demand and recessional depressive economic conditions prevailing in the Market which have continued to bring the profit margin under pressure. Inspite of the continuing recessionary conditions the Company is quite hopeful of making a turn around in a time to come.

3. INSURANCE

All the Properties of the Company including its buildings, Plant & Machinery and stocks are adequately insured

4. BOARD OF DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles Of Association of the Company Mr. Srihari Upadhayay, Director who will be retiring by rotation, being eligible offers himself for re- appointment.

Brief resume of the Director seeking re-appointment at this Annual Genearal Meeting, Nature of his expertise and other details as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges are given in the Annexure to the Notice Convening the 17th Annual General Meeting.

5. Audit Committee

The Audit Committee has been Functioning since January 2000 and the scope of the committee meets the requirements of the Cause 49 of the Listing Agreement with the Stock Exchange and Section 292A of the Compnaies Act 1956.

6. CORPORATE GOVERNANCE REPORT

Your Company has implemented the Corporate Governance Practice set out by the Securities Board of India (SEBI) and as set out in Clause 49 of the Listing Agreement entered into with the Stock Exchanges alongwith the Auditors Certificate (Practising Company Secretary) on its Compliance by the Company is included in this Annual Report.

7. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

On the basis of the compliance certificate received from the concerned executive of the Company, subject to the disclosures in the Annual Accounts and also on the basis of the discussions with the Statutory Auditors of the Company from time to time Your directors hereby confirm:

i) that in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that the directors had 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 or loss of the company for that period.

That the directors had taken proper and sufficient care for the 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;

iii) That the directors had prepared the annual accounts on a going concern basis.

9. FIXED DEPOSITS:

During the year under review the Company has not accepted/renewed, any Fixed Deposits with in the meaning of Section 58 A of the Companies Act, 1956.

10. LISTING ON STOCK EXCHANGE

The Companies shares are listied on Mumbai Stock Exchange .

11. INTERNAL CONTROL SYSTEMS

The Company has an effective system of accounting and administrative controls which ensure that all asstes of the company are safe guarded and protected against loss from unauthorized use or disposition. The Company has a well defined organizational structure with clear functional authority limits for the approval of all the transactions.

The company has a strong reporting system , which evaluates and forewarns the management on issues related to compliance. The performance is regularly reviewd by the Board of Directors o ensure that it is in keeping with the overall corporate policy and in line with the Companies objectives.

12. AUDITORS

M/s V.K. Dhingra & Co., Chartered Accountants, the Auditors of the Company hold office until the conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The necessary certificate as required u/s 224 (2B) of the Companies Act, 1956 has been received from the above named auditors.

14. AUDITORS'' REPORT AND NOTES ON ACCOUNTS

Comments on the Auditors'' Observations:

a. Reply to point no. 3 f (i) of the Auditors Report

The Company obtains the confirmations in ordinary course of business from time to time and no major variations are found.

b. Reply to point no. 3 f (ii) of the Auditors Report

The Company manufacture Shoe Soles and styles and forms of the soles depends upon the style of the Shoes and styles of the shoes changes from time to time due to the change in fashion. In this respect some sloes become out of fashion, which leads to the non use of certain moulds. It has also happened in past that some moulds were re used again. Now sometimes it becomes very difficult to assess or value the impairment loss of the Moulds on regular basis. As the Auditors have pointed out the company is making all the efforts to calculate on regular basis the impairment loss.

c. Reply to point no. 3 f (Hi) of the Auditors Report

The certificate from Mr. Y.P. Sabarwal, Acturian has been duly obtained by the company certifying the accurate calculation of gratuity.

15. PARTICULARS OF EMPLOYEES U/S 217 (2A) OF THE COMPANIES ACT, 1956.

During the year under review, no employee whether employed for the whole year or part of the year, was drawing remuneration exceeding the limits as laid down under section 217(2A) of the Companies Act, 1956. Therefore, the information as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not required to be given.

16. PERSONNEL

The industrial relations scenario continued to be stable during the year under review. The Company has been taking various initiatives for the HR development and this continue in this ensuing year as well.

17. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT-GO.

The information pertaining to the captioned areas are briefed in the ANNEXURE to this report.

18. CEO/CFO Certificate

As required by the Clause 49 of the Listing Agreement, the CEO/CFO certificate on the accounts is attached and forms part of the Annual Reoprt.

19. APPRECIATION

Your Directors wish to place on record their appreciation for the valued Co-operation and assistance extended by various Government Agencies, Bankers of the Company, IDBI, loyal & dynamic executive staff and other workers of the Company. The Board also takes this opportunity to express its deep gratitude for the continuous support received from the shareholders of the Company.

By the Order of Board

Place: Gurgaon (Harpreet Singh Sethi)

Date: 4th July, 2011 Whole Time Director


Sep 30, 2010

Dear Members,

The Directors are submitting their 16th Annual Report alongwith Audited Statement of Accounts for the period ended on 30th September, 2010.

1. FINANCIAL HIGHLIGHTS

(Rs.)

(Current Year) (Previous Year)

NET SALES (Net of Returns) 182000.00 16344380.08

PROFIT/(LOSS) FOR THE YEAR (351586.27) (13313477.27)

(BEFORE DEPRECIATION & INTEREST)

PRIOR PERIOD ADJUSTMENT (129240.35) (96361.40)

INTEREST 37077.86 439454.39

DEPRECIATION 4117944.67 8368169.13

Impairment Loss NIL 2881304.95

NET PROFIT / (LOSS) FOR THE YEAR (4635849.15) 25798955.38

(Includes prior period provisions of Liquidated damages & penal interest of IDBI)





2. OPERATIONS

Due to continues acute liquidity crisis being faced by the Company in the last few Financial years the Company could not deliver the goods at its best. The Company has incurred a net Loss of Rs. 46.50 Lacs as against the net loss of Rs. 256 lacs in the previous year. It was attributed to the number of factors like lack of working capital, the fierce competition with the unorganized sector, the slump in demand and recessional depressive economic conditions prevailing in the Market which have continued to bring the profit margin under pressure. Inspite of the continuing recessionary conditions the Company is quite hopeful of making a turn around in a time to come.

3. INSURANCE

All the Properties of the Company including its buildings, Plant & Machinery and stocks are adequately insured

4. BOARD OF DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles Of Association of the Company Mrs.Pramjit Sethi, Director who will be retiring by rotation, being eligible offers himself for re- appointment.

Brief resume of the Director seeking re-appointment at this Annual Genearal Meeting, Nature of his expertise and other details as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges are given in the Annexure to the Notice Convening the 16th Annual General Meeting.

5. Audit Comm ittee

The Audit Committee has been Functioning since January 2000 and the scope of the committee meets the requirements of the Cause 49 of the Listing Agreement with the Stock Exchange and Section 292A of the Compnaies Act 1956.

6. CORPORATE GOVERNANCE REPORT

Your Company has implemented the Corporate Governance Practice set out by the Securities Board of India (SEBI) and as set out in Clause 49 of the Listing Agreement entered into with the Stock Exchanges alongwith the Auditors Certificate (Practising Company Secretary) on its Compliance by the Company is included in this Annual Report.

7. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

On the basis of the compliance certificate received from the concerned executive of the Company, subject to the disclosures in the Annual Accounts and also on the basis of the discussions with the Statutory Auditors of the Company from time to time Your directors hereby confirm:

i) that in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that the directors had 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 or loss of the company for that period.

that the directors had taken proper and sufficient care for the 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;

iii) That the directors had prepared the annual accounts on a going concern basis.

9. FIXED DEPOSITS:

During the year under review the Company has not accepted/renewed, any Fixed Deposits with in the meaning of Section 58 A of the Companies Act, 1956.

10. LISTING ON STOCK EXCHANGE

The Companies shares are listied on Mumbai Stock Exchange .

11. INTERNAL CONTROL SYSTEMS

The Company has an effective system of accounting and administrative controls which ensure that all asstes of the company are safe guarded and protected against loss from unauthorized use or disposition. The Company has a well defined organizational structure with clear functional authority limits for the approval of all the transactions.

The company has a strong reporting system , which evaluates and forewarns the management on issues related to compliance . The performance is regularly reviewd by the Board of Directors o ensure that it is in keeping with the overall corporate policy and in line with the Companies objectives.

12. AUDITORS

M/s V.K. Dhingra & Co., Chartered Accountants, the Auditors of the Company hold office until the conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The necessary certificate as required u/s 224 (2B) of the Companies Act, 1956 has been received from the above named auditors.

14. AUDITORS'' REPORT AND NOTES ON ACCOUNTS

Comments on the Auditors'' Observations:

a. Reply to point no. 3 f (i) of the Auditors Report

The Company obtains the confirmations in ordinary course of business from time to time and no major variations are found.

b. Reply to point no. 3 f (ii) of the Auditors Report

The Company manufacture Shoe Soles and styles and forms of the soles depends upon the style of the Shoes and styles of the shoes changes from time to time due to the change in fashion. In this respect some sloes become out of fashion, which leads to the non use of certain moulds. It has also happened in past that some moulds were re used again. Now sometimes it becomes very difficult to assess or value the impairment loss of the Moulds on regular basis. As the Auditors have pointed out the company is making all the efforts to calculate on regular basis the impairment loss.

15. PARTICULARS OF EMPLOYEES U/S 217 (2A) OF THE COMPANIES ACT, 1956.

During the year under review, no employee whether employed for the whole year or part of the year, was drawing remuneration exceeding the limits as laid down under section 217(2A) of the Companies Act, 1956. Therefore, the information as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not required to be given.

16. PERSONNEL

The industrial relations scenario continued to be stable during the year under review. The Company has been taking various initiatives for the HR development and this continue in this ensuing year as well.

17. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT-GO.

The information pertaining to the captioned areas are briefed in the ANNEXURE to this report.

18. CEO/CFO Certificate

As required by the Clause 49 of the Listing Agreement, the CEO/CFO certificate on the accounts is attached and forms part of the Annual Reoprt.

19. APPRECIATION

Your Directors wish to place on record their appreciation for the valued Co-operation and assistance extended by various Government Agencies, Bankers of the Company, IDBI, loyal & dynamic executive staff and other workers of the Company. The Board also takes this opportunity to express its deep gratitude for the continuous support received from the shareholders of the Company.



For and on behalf of the Board

Place : New Delhi (HARPREET SINGH SETHI) Date : 2ND December, 2010. Chairman & Whole Time Director


Jun 30, 2009

Dear Members,

The Directors are submitting their 15th Annual Report alongwith Audited Statement of Accounts for the period of 15 month ended on 30th June, 2009.

1. FINANCIAL HIGHLIGHTS

(Current Year) (Rs. In lacs) (Previous Year) (15 Months) (12 Months)

NET SALES (Net of Returns) 175.83 328.47

PROFIT / (LOSS) FOR THE YEAR (-) 133.13 30.88

(BEFORE DEPRECIATION & INTEREST)

PRIOR PERIOD ADJUSTMENT .96 17.41

Waiver Of Interest 247.14

INTEREST 4.39 10.75

DEPRECIATION 83.68 78.84

Impaiment Loss 28.81 00.00

NET PROFIT / (LOSS) FOR THE YEAR 257.99 (-)76.86

(Includes prior period provisions of Liquidated damages & penal interest of IDBI)

2. OPERATIONS

Due to continues acute liquidity crisis being faced by the Company in the last few Financial years the Company could not deliver the goods at its best. The Company has incurred a net Loss of Rs133.13as against the profit & loss of Rs 30.88 in the previous year .It was attributed to the number of factors like lack of working capital, the fierce competition with the unorganized sector, the slump in demand and recessional depressive economic conditions prevailing in the Market which have continued to bring the profit margin under pressure. Inspite of the continuing recessionary conditions the Company is quite hopeful of making a turn around in a time to come.

3. INSURANCE

All the Properties of the Company including its buildings, Plant & Machinery and stocks are adequately insured

4. BOARD OF DIRECTORS

In accordance with the provisions of the Companies Act ,1956 and the Articles Of Association of the Company Mr. Srihari Upadhayay, Director who will be retiring by rotation, being eligible offers himself for re-appointment.

During the Year under review the Board of Directors of the Company appointed Mrs P.K. Sethi as Additional Director of the Company w.e.f. 01.10.08 and who is seeking the mandate to be appointed as a Director, liable to retire by rotation in the ensuing Annual General Meeting .

Brief resume of the Director seeking re-appointment at this Annual Genearal Meeting , Nature of his/her expertise and other details as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges are given in the Annexure to the Notice Convening the 15th Annual General Meeting .

5. Audit Committee

The Audit Committee has been Functioning since January 2000 and the scope of the committee meets the requirements of the Cause 49 of the Listing Agreement with the Stock Exchange and Section 292A of the Compnaies Act 1956 .

6. CORPORATE GOVERNANCE REPORT

Your Company has implemented the Corporate Governance Practice set out by the Securities Board of India ( SEBI) and as set out in Clause 49 of the Listing Agreement entered into with the Stock Exchanges alongwith the Auditors Certificate ( Practising Company Secretary) on its Compliance by the Company is included in this Annual Report.

7. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2 A A) OF THE COMPANIES ACT, 1956.

On the basis of the compliance certificate received from the concerned executive of the Company, subject to the disclosures in the Annual Accounts and also on the basis of the discussions with the Statutory Auditors of the Company from time to time Your directors hereby confirm:

i) that in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and esti- mates 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 or loss of the company for that period. that the directors had taken proper and sufficient care for the 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;

iii) That the directors had prepared the annual accounts on a going concern basis.

9. FIXED DEPOSITS:

During the year under review the Company has not accepted / renewed . any Fixed Deposits with in the meaning of Section 58 A of the Companies Act ,1956 .

10. LISTING ON STOCK EXCHANGE

The Companies shares are listied on Mumbai Stock Exchange .

11. INTERNAL CONTROL SYSTEMS

The Company has an effective system of accounting and administrative controls which ensure that all asstes of the company are safe guarded and protected against loss from unauthorized use or disposition . The Company has a well defined organizational structure with clear functional authority limits for the approval of all the transactions.

The company has a strong reporting system , which evaluates and forewarns the management on issues related to compliance . The performance is regularly reviewd by the Board of Directors o ensure that it is in keeping with the overall corporate policy and in line with the Companies objectives.

12. AUDITORS

M/s V.K. Dhingra & Co., Chartered Accountants, the Auditors of the Company hold office until the conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The necessary certificate as required u/s 224 (2B) of the Companies Act, 1956 has been received from the above named auditors.

14. AUDITORS'' REPORT AND NOTES ON ACCOUNTS Comments on the Auditors'' Observations:

a. Reply to point no. 3 f (i) of the Auditors Report

The Company obtains the confirmations in ordinary course of business from time to time and no major variations are found .

b. Reply to point no. 3 f (ii) of the Auditors Report

The Company manufactures Shoe Soles and styles and forms of the soles depends upon the style of the Shoes and styles of the shoes changes from time to time due to the change in fashion . In this respect some sloes become out of fashion , which leads to the non use of certain moulds . It has also happened in past that some moulds were re used again. Now sometimes it becomes very difficult to assess or value the impairment loss of the Moulds on regular basis. As the Auditors have pointed out the company is making all the efforts to calculate on regular basis the impairment loss.

c. Reply to point no.3f (iii) of the Auditors report

The Company is continuosly taking several measures for its revival ,including settlement of the dues to the secured creditors on OTS basis and continues to carry on its operations in the normal course . Further the accounts have been prepared to comply in all material aspects with applicable accounting principles, the accounting standards issued by the Institute of Chartered Accountant of India and the relevant provisions of the Companies Act, 1956. Though the company is a sick industrial company as per the (Sick Industrial (Special Provisions Act., 1985). The accounts have been prepared on the concept that the company will continue as a going concern.

15. PARTICULARS OF EMPLOYEES U/S 217 (2A) OF THE COMPANIES ACT, 1956.

During the year under review, no employee whether employed for the whole year or part of the year, was drawing remuneration exceeding the limits as laid down under section 217(2A) of the Companies Act, 1956. Therefore, the information as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not required to be given.

16. PERSONNEL

The industrial relations scenario continued to be stable during the year under review . The Company has been taking various initiatives for the HR development and this continue in this ensuing year as well.

17. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARN- INGS AND OUT-GO.

The information pertaining to the captioned areas are briefed in the ANNEXURE to this report.

18. CEO/CFO Certificate

As required by the Clause 49 of the Listing Agreement ,the CEO/CFO certificate on the accounts is attached and forms part of the Annual Reoprt.

19. APPRECIATION

Your Directors wish to place on record their appreciation for the valued Co-operation and assistance extended by various Government Agencies, Bankers of the Company, IDBI, loyal & dynamic executive staff and other workers of the Com- pany. The Board also takes this opportunity to express its deep gratitude for the continuous support received from the shareholders of the Company.

For and on behalf of the Board

Place : Gurgaon ( HARPREET SINGH SETHI)

Date : 2nd December, 2009. Chairman & Whole Time Director

 
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