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