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Directors Report of APM Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 41st Annual Report together with the audited accounts for the financial year ended March 31, 2015.

FINANCIAL RESULTS (Rs. In lacs)

2014-15 2013-14

Gross Revenue 31601 30744

Profit before depreciation and tax 3171 3792

Less: Depreciation 296 465

- Profit before income tax 2875 3327

- Less: Income Tax 990 1185

- Net profit for the year 1885 2142

Add: Balance brought forward 4041 3407

from the previous year

Amount available for appropriation 5926 5549

Appropriations:

- Dividend:

- Interim Dividend 583 216

- Final Dividend - 216

- Total Dividend 583 432

- Corporate Dividend Tax 117 76

- General reserve 1000 1000

- Balance carried forward to 4226 4041

Balance Sheet

Total 5926 5549

OPERATIONS

During the year 2014-15, the production of Synthetic Blended Yarn was marginally lower i.e. 184 lac kg as compared to 185 lac kg in 2013-14 and the gross revenue increased by 3% from Rs.307 crores to Rs.316 crores in 2014-15.

Your company achieved a net profit Rs.18.85 crores in 2014-15, which is marginally lower than last year which was due to uncertainty in the market because of decreasing trend in the prices of the Petroleum Products.

The earnings per share for the year 2014-15 was Rs.8.72, as compared to the previous year's Rs.9.91.

EXPORTS

The export turnover increased to Rs.477 lacs from Rs.266 lacs in the previous year.

EXPANSION AND MODERNIZATION

The company continues to modernize its Plant and Machinery and add balancing equipment. This would enable the company to improve productivity and widen its product range and improve the quality of its products.

PROSPECTS

The company's performance in the current year is expected to be satisfactory.

PUBLIC DEPOSIT

Our company has not accepted any public deposits during the Financial Year and as such, no amount of principal or interest was outstanding as on March 31, 2015.

DIVIDEND

Your Directors in its meetings held on November 7, 2014 and April 8, 2015 had paid interim dividends @ 50% i.e. Re.1.00 per equity share and @ 85% i.e. Rs.1.70 per equity share respectively. The total dividend for financial year 2014-15 is 135% i.e. Rs.2.70 per equity share.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3) (c) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

(a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards had been followed and there are no material departures from the same;

(b) 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 as at March 31, 2015 and of the profit and loss of the company for that period;

(c) the Directors had 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 fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) 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

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

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a CSR Policy indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company's website at the link http://www.apmindustries.co.in/Annual%20Reports/csr.pdf. The Annual Report on CSR activities is annexed herewith marked as ANNEXURE - I to this Report.

The Company aims to achieve through CSR programmes one or more of the following -

1. Supporting rural development, promoting education, providing healthcare including preventive health care, providing sanitation and drinking water, creating livelihoods for people, especially those from disadvantaged sections of society, in rural and urban India, preserving and promoting sports.

2. To develop the required capability and self-reliance of beneficiaries at the grass roots, especially of women, in the belief that these are prerequisites for social and economic development.

3. To engage in affirmative action, interventions such as skill building and vocational training, to enhance employability and generate livelihoods for persons from disadvantaged sections of society.

4. To pursue CSR Programmes primarily in areas that falls within the economic vicinity of the Company's operations to enable close supervision and ensure maximum development impact.

5. To carry out CSR Programmes in relevant local areas to fulfill commitments arising from requests by government / regulatory authorities and to earmark amounts of monies towards "Corporate Social Responsibility (CSR)" activities and to spend such monies through CSR Cells of such administrative bodies of the government and / or directly by way of developmental works in the local areas around which the Company operates.

RISK MANAGEMENT POLICY

Risk Management is continuous process of analyzing and managing the opportunities and threats faced by the Company in its efforts to achieve its goals and to ensure the continuity of the business. During the year, your Directors have constituted a Risk Management Committee. The Risk Management Committee has formulated and recommended to the Board, a Risk Management Policy which has been approved by the Board. The Risk Management Policy may be accessed on the Company's website at the link http://www.apmindustries.co.in/Annual%20Reports/rmp.pdf.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate systems of internal control commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable Financial and Operational information, complying with applicable statutes, safeguarding assets from authorized use or losses, executing transactions with proper authorization and ensuring compliance of internal policies.

The Company uses ERP (Enterprise Resource Planning) system to record data for accounting and connects to different locations for efficient exchange of information. The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. In accordance with the provisions of the Act and the Article of association of the Company, Smt Uma Hada was appointed as an Additional Director of the Company w.e.f. 08.4.2015 in order to comply with the requirement of having a woman director in the Board. She holds office as a Director up to the date of the ensuing Annual General Meeting and is eligible for appointment as an independent Non-executive Director.

ii. Shri R L Toshniwal retires by rotation and has not offered himself for reappointment because of indifferent health. Your Directors place on record their sincere appreciation for the services rendered by him, during his tenure on the Board.

iii. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement.

iv. Pursuant to the provisions of the Companies Act,, 2013 and clause 49 of the Listing Agreement, the Nomination and Remuneration Committee has carried out evaluation of every Director's performance. The Independent Directors, in a separate meeting, has also carried out the performance evaluation of the Non-Independent Directors and the Board as a whole and of the Chairman of the company and has reviewed the performance of the Secretarial Department. The performance evaluation of all the Independent Directors has been done by the entire Board, excluding the Director being evaluated. The Directors expressed their satisfaction with the evaluation process".

v. The Board has, on the recommendation of Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The policies of the Company in this regard are attached herewith marked as Annexure - II to this Report.

AUDITORS

STATUTORY AUDITORS

At the Annual General meeting held on 25th September, 2014, M/s Chaturvedi & Co., Chartered Accountant, were appointed as Statutory Auditors of the Company to hold the office till the conclusion of the 43rd Annual General Meeting, subject to annual ratification by the members at the Annual General Meeting in accordance with the provisions of Section 139 of the Companies Act, 2013 and rules there under. Accordingly, the appointment of M/s Chaturvedi & Co., Chartered Accountant as statutory auditors of the Company is placed for ratification by the shareholders. In this regard the Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Shri Pradip Kumar Muduli, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as ANNEXURE - III to this Report.

AUDITORS REPORT

The Auditors' Report read with notes to the financial statements is self-explanatory and does not call for any further explanations by the Board. The Auditor's Report does not contain any qualification, reservation or adverse remark.

DISCLOSURES AUDIT COMMITTEE

The Audit Committee meets at due intervals to conduct the required business. The Committee comprises of Independent Directors, namely, Shri K R Gupta (Chairman), Shri R R Bagri, Shri S G Rajgarhia and Smt Uma Hada, as other members.

The composition, role, functions and powers of the Audit Committee are in accordance with the applicable laws and the listing agreements with the Stock Exchange.

CSR COMMITTEE

The Corporate Social Responsibility Committee compromises of Shri R K Rajgarhia, (Chairman). The other members of the Committee are Shri R R Bagri and Shri H R Sharma.

VIGIL MECHANISM

The Company has a Whistle Blower Policy to deal with instances of unethical behavior, actual or suspected fraud or violation of the company's code of conduct. The Policy on Vigil Mechanism / Whistle Blower may be accessed on the Company's website at the link http://www.apmindustries.co.in/Annual%20Reports/vbm.pdf.

BOARD MEETINGS

The Board of Directors duly met 4 (Four) times in respect of which proper notices were given and the proceedings were properly recorded and signed.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The prescribed details as required under Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are annexed as ANNEXURE - IV to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Particulars of remuneration paid to the employees as required to be disclosed under section 197(12) of the Act read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014, are set out in ANNEXURE - V attached hereto and form part of this Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as ANNEXURE - VI.

RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on an arm's length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. All related party transactions during the year 2014-15 are disclosed in Form No. AOC - 2 in ANNEXURE - VII. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The Board has approved a policy for related party transactions which has been uploaded on the Company's website at the link http://www.apmindustries.co.in/Annual%20Reports/rptp.pdf.

CORPORATE GOVERNANCE

The Company has implemented Corporate Governance practices. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance as ANNEXURE - VIII to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year 2014-15 under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

CREDIT RATING

The Company's credit rating impute by rating agency as given below:

Facilities Rating1

Long Term Bank Facilities CARE BBB [Triple B Plus]

Short Term Bank Facilities CARE A2 [A TWO]

STATEMENT

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

GENERAL

The Company has formulated a policy on Prevention of Sexual Harassment approved by the Board. The policy may be accessed on the Company's website at the link http://www.apmindustries.co.in/ Annual%20Reports/shp.pdf. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No significant or material orders were passed by the regulators or Courts or Tribunals which impact the going concern status and Company's operation in future.

APPRECIATION

Your Directors gratefully acknowledge the whole hearted support given by the customers, suppliers, shareholders, employees, governments, financial institutions, banks, and we look forward to their continued cooperation and best wishes in our Endeavour to steer your company towards greater heights.

For and on behalf of the Board

New Delhi R K RAJGARHIA August 5, 2015 Chairman & Managing Director






Mar 31, 2014

TO THE MEMBERS

The Directors have pleasure in presenting the 40th Annual Report and Audited Accounts for the year ended on March 31, 2014.

FINANCIAL RESULTS (Rs. In lacs) 2013-14 2012-13

Gross Revenue 30744 29252

Profit before depreciation and tax 3792 3768

Less: Depreciation 465 468

- Profit before income tax 3327 3300

- Less: Income Tax 1185 1094

- Net profit for the year 2142 2206

Add: Balance brought forward 3407 2603 from the previous year

Amount available for appropriation 5549 4809

Appropriations: Dividend

Interim Dividend 216 130

Proposed Dividend 216 216

Total Dividend 432 346

Corporate Dividend Tax 76 56

General reserve 1000 1000

Balance carried forward to 4041 3407 Balance Sheet

Total 5549 4809

OPERATIONS

During the year 2013-14, the production of Synthetic Blended Yarn increased to 185 lac kg from 166 lac kg in 2012-13, up 11% and the net revenue increased 5% from Rs.293 crores to Rs.307 crores. Your company achieved a net profit Rs.21.42 crores in 2013-14, which is slightly lower than last year due to provision of deferred tax liability. The earnings per share for the year 2013-14 is Rs.9.91, as compared to the previous year''s Rs.10.21.

EXPORTS

The export turnover increased to Rs.266 lacs from Rs.159 lacs in the previous year.

EXPANSION AND MODERNIZATION

The company continues to modernize its Plant and Machinery and add balancing equipment. This would enable the company to improve productivity and widen its product range and improve the quality of its products.

PROSPECTS

The company''s performance in the current year is expected to be satisfactory.

DIVIDEND

Your Directors in its meeting held on November 8, 2013 had paid an interim dividend @ 50% i.e. Re.1.00 per equity share. The Board of Directors have now recommended a final dividend of 50% i.e. Rs.1.00 per equity share of Rs.2/- each, subject to the approval of the shareholders. The total dividend for financial year 2013-14 is 100% i.e. Rs. 2.00 per equity share.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

The prescribed details as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are annexed as Annexure - I to this Report.

PARTICULARS OF EMPLOYEES

Particulars of remuneration paid to the employees as required to be disclosed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended), are set out in Annexure - II attached hereto and form part of this Report.

DIRECTORS

Shri K R Gupta retires by rotation at the Annual General Meeting and being eligible, offers himself for re-appointment. A brief resume is given in the Notice to the Annual General Meeting. Your Directors recommend his re-appointment at the ensuing Annual General Meeting in the overall interest of the company.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of Section 217(2AA) of the Companies Act, 1956, your Directors confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed and Notes to the Accounts are self explanatory.

2. That they have 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.

3. That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That they have prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

The Audit Committee meets at due intervals to conduct the required business. At present the Committee comprises of Shri K R Gupta (Chairman), Shri R R Bagri (Member) as independent Directors and Shri S G Rajgarhia (Member) as Non Executive Director. The composition, role, functions and powers of the Audit Committee are in accordance with the applicable laws and the listing agreements with the Stock Exchange.

AUDITORS

M/s Chaturvedi & Co., Chartered Accountants, the auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. A certificate under section 224(1 B) of the Companies Act, 1956 confirming their eligibility has been obtained from them. Your Directors recommend that they be reappointed by the members at the 40th Annual General Meeting.

AUDITORS REPORT

The Auditors'' Report read with notes to the financial statements is self-explanatory and does not call for any further explanations by the Board.

CORPORATE GOVERNANCE

A separate report on Corporate Governance and a certificate from the Auditors of the company regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges are annexed as Annexure - III to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis on the matters relating to the business performance, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate statement in the Annual Report.

APPRECIATION

Your Directors gratefully acknowledge the whole hearted support given by the customers, suppliers, shareholders, employees, governments, financial institutions, banks, and we look forward to their continued cooperation and best wishes in our endeavour to steer your company towards greater heights.

For and on behalf of the Board

New Delhi R K RAJGARHIA May 21, 2014 Chairman & Managing Director


Mar 31, 2013

TO THE MEMBERS

The Directors have pleasure in presenting the 39th Annual Report and Audited Accounts for the year ended on March 31, 2013.

FINANCIAL RESULTS (Rs. In lacs)

2012-13 2011-12

Gross Revenue 29255 25982

Profit before depreciation and tax 3768 2413

Less: Depreciation 468 462

- Profit before income tax 3300 1951

- Less: Income Tax 1094 691

- Net profit for the year 2206 1260

Add: Balance brought forward 2602 2493

from the previous year

Amount available for appropriation 4808 3753

Appropriations:

- Dividend

- Interim Dividend 130

- Proposed Dividend 216 130

- Total Dividend 346 130

- Corporate Dividend Tax 56 21

- General reserve 1000 1000

- Balance carried forward to 3406 2602

Balance Sheet

Total 4808 3753

OPERATIONS

During the year 2012-13, the production of Synthetic Blended Yarn, increased to 166 lac kg from 154 lac kg in 2011-12 up by 8% and the net revenue increased by 12% from Rs. 259 crores to Rs. 293 crores. Your company achieved a 75% growth in net profit from Rs.12.60 crores to Rs. 22.06 crores.

The earnings per share for the year 2012-13 is Rs.10.21 as compared to the previous year''s Rs. 5.83.

EXPORTS

Your company''s products had a good demand in the domestic market with better margins. Therefore, the export turnover declined to Rs. 159 lacs from Rs. 1443 lacs in the previous year. In the current year also the trend is expected to continue.

EXPANSION AND MODERNIZATION

The company continues to modernize its Plant and Machinery and add balancing equipment. This would enable the company to improve productivity and widen its product range and improve the quality of its products.

PROSPECTS

The company''s performance in the current year is expected to be satisfactory.

DIVIDEND

Your Directors in its meeting held on November 12, 2012 had paid an interim dividend @ 30% i.e. Rs. 0.60 per equity share. The Board of Directors have now recommended a final dividend of 50% i.e. Rs. 1.00 per equity share of Rs. 21- each, subject to the approval of the shareholders. The total dividend for financial year 2012-13 is 80% i.e. Rs. 1.60 per equity share.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,

FOREIGN EXCHANGE EARNINGS AND OUTGO.

The prescribed details as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are annexed as Annexure - I to this Report.

PARTICULARS OF EMPLOYEES

Particulars of remuneration paid to the employees as required to be disclosed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended), are set out in Annexure - II attached hereto and form part of this Report.

DIRECTORS

Shri R R Bagri retires by rotation at the Annual General Meeting and being eligible, offers himself for re-appointment. A brief resume is given in the Notice to the Annual General Meeting. Your Directors recommend his re-appointment at the ensuing Annual General Meeting in the overall interest of the company. DIRECTORS'' RESPONSIBILITY STATEMENT In compliance of Section 217(2AA) of the Companies Act, 1956, your Directors confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed and Notes to the Accounts are self explanatory.

2. That they have 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.

3. That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That they have prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

The Audit Committee meets at due intervals to conduct the required business. At present the committee comprises of Shri K R Gupta (Chairman), Shri R R Bagri (Member) as independent Directors and

Shri S G Rajgarhia (Member) as Non Executive Director. The composition, role, functions and powers of the Audit Committeare in accordance with the applicable laws and the listing agreements with the Stock Exchange.

AUDITORS

M/s Chaturvedi & Co., Chartered Accountants, the auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. A certificate under section 224(1 B) of the Companies Act, 1956 confirming their eligibility has been obtained from them. Your Directors recommend that they be reappointed by the members at the 39''" Annual General Meeting.

AUDITORS REPORT

The Auditors'' Report read with notes to the financial statements is self-explanatory and does not call for any further explanations by the Board.

CORPORATE GOVERNANCE

A separate report on Corporate Governance and a certificate from the Auditors of the company regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges are annexed as

Annexure - III to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis on the matters relating to the business performance, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate statement in the Annual Report.

APPRECIATION

Your Directors gratefully acknowledge the whole hearted support given by the customers, suppliers, shareholders, employees, governments, financial institutions, banks, and we look forward to their continued cooperation and best wishes in our endeavour to steer your company towards greater heights.

For and on behalf of the Board

New Delhi R K RAJGARHIA

May 7, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the 38th Annual Report and Audited Accounts for the year ended on March 31, 2012.

FINANCIAL RESULTS (Rs. In lacs)

2011-12 2010-11

Gross Sales 25982 24362

Profit before depreciation and tax 2413 2666

Less: Depreciation 462 471

Profit before income tax 1951 2195

Less: Income Tax 691 813

Net profit for the year 1260 1382

Add: Balance brought forward 2493 2262

from the previous year Amount available for appropriation 3753 3644

Appropriations: -

- Proposed Dividend 130 130

- Corporate Dividend Tax 21 21

- General reserve 1000 1000

- Balance carried forward to 2602 2493 Balance Sheet

Total 3753 3644

OPERATIONS

During the year, profitability was under pressure due to general recession, especially in the textiles industry. The demand both in the local and export markets was low. The total revenues recorded a growth of 6.65% from Rs. 24362 Lacs to Rs. 25982 lacs, while Net profit achieved was at Rs. 1260 Lacs as against Rs. 1382 Lacs during the previous year.

The earnings per share for the year 2011-12 works out to Rs. 5.83 as compared to the previous year's Rs. 6.39.

EXPORTS

During the year 2011-12, the export turnover was Rs. 1443 Lacs, as against Rs. 2217 lacs during 2010-11.

EXPANSION AND MODERNIZATION

The Company continues to modernize its Plant and Machinery and add some balancing equipment. This would enable the company to widen its product range and improve the quality of its products. PROSPECTS

The cotton fibre prices have stabilized at higher levels. This will help the man-made fibre industry by way of higher demand and better realization. The company should perform better in the current year subject to unforeseen circumstances.

DIVIDEND

Your Directors are pleased to recommend a Dividend @ 30% i.e. Rs. 0.60 per fully paid equity shares of Rs. 2/- each for the year ended March 31, 2012 for consideration of the members at the forthcoming Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

The prescribed details as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are annexed as Annexure - I to this Report.

PARTICULARS OF EMPLOYEES

The statement showing particulars of the employees as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended), is not given as no employee was in receipt of remuneration equal to or exceeding Rs. 60,00,000/- (Rupees sixty lacs only) per annum, if employed for the full year or Rs. 5,00,000/- (Rupees five lacs only) per month, if employed for a part of the year.

DIRECTORS

Shri R L Toshniwal retires by rotation at the Annual General Meeting and being eligible, offers himself for re-appointment. A brief resume is given in the Notice to the Annual General Meeting. Your Directors recommend his re-appointment at the ensuing Annual General Meeting in the overall interest of the company.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance of Section 217(2AA) of the Companies Act, 1956, your

Directors confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed and Notes to the Accounts are self explanatory.

2. That they have 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.

3. That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That they have prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

The Audit Committee meets at due intervals to conduct the required business. At present the committee comprises of Shri K R Gupta (Chairman) and Shri R R Bagri (Member) as independent Directors and Shri S G Rajgarhia (Member) as Non Executive Director.

The composition, role, functions and powers of the Audit Committee are in accordance with the applicable laws and the listing agreements with the Stock Exchange.

AUDITORS

M/s Chaturvedi & Co., Chartered Accountants, the auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. A certificate under section 224(1B) of the Companies Act, 1956 confirming their eligibility has been obtained from them. Your Directors recommend that they be reappointed by the members at the 38th Annual General Meeting.

AUDITORS REPORT

The Auditors' Report read with notes to the financial statements is self-explanatory and does not call for any further explanations by the Board.

CORPORATE GOVERNANCE

A separate report on Corporate Governance and a certificate from the Auditors of the company regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges are annexed as Annexure - II to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis on the matters relating to the business performance, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate statement in the Annual Report.

APPRECIATION

Your Directors gratefully acknowledge the whole hearted support given by the customers, suppliers, shareholders, employees, governments, financial institutions, banks, and we look forward to their continued cooperation and best wishes in our Endeavour to steer your company towards greater heights.

For and on behalf of the Board

New Delhi R K RAJGARHIA

August 1, 2012 Chairman & Managing Director


Mar 31, 2011

TO THE MEMBERS

The Directors have pleasure in presenting the 37th Annual Report and Audited Accounts for the year ended on March 31, 2011.

FINANCIAL RESULTS (Rs. In lacs)

2010-11 2009-10

Gross Sales 24350 19686

Profit before depreciation and tax 2666 1420

Less: Depreciation 471 455

Profit before income tax 2195 965

Less: Income Tax 813 305

Net profit for the year 1382 660

Add: Balance brought forward 2262 2717 from the previous year

Amount available for appropriation 3644 3377

Appropriations: -

- Proposed Dividend 130 -

- Corporate Dividend Tax 21 -

- General reserve 1000 1115

- Balance carried forward to 2493 2262 Balance Sheet

Total 3644 3377

OPERATIONS

During the year 2010-11, your company's performance has improved significantly. The net profit recorded a growth of 109% from Rs. 660 lacs to Rs.1382 lacs while the turnover grew by 24% from Rs. 19686 lacs to Rs. 24350 lacs. Favourable market conditions and a better product-mix contributed to the increase in profits.

The earnings per share for the year 2010-11 works out to Rs. 6.39 as compared to previous year's Rs. 3.05.

EXPORTS

During the year 2010-11, the export turnover was Rs. 2217 lacs, as against Rs.1970 lacs during 2009-10.

EXPANSION AND MODERNIZATION

The Company continues to modernize its Plant and Machinery under Technology Upgradation Fund Scheme (TUFS). The company proposes to install some balancing equipments which would enable the company to widen its product range.

PROSPECTS

The raw materials i.e. Polyester, Viscose and Acrylic prices have shown a downward trend from the end of April 2011. The reduction is gradual and continuous. Due to this our customers have restricted their purchases. However, raw material prices are expected to stabilize soon. This should help the textile industry to perform better in the long run.

DIVIDEND

Your Directors are pleased to recommend a Dividend @ 30% i.e. Rs.0.60 per fully paid equity shares of Rs.2/- each for the year ended March 31, 2011 for consideration of the members at the forthcoming Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

The prescribed details as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are annexed as Annexure - I to this Report.

PARTICULARS OF EMPLOYEES

The statement showing particulars of the employees as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended), is not given as no employee was in receipt of remuneration equal to or exceeding Rs. 60,00,000/- (Rupees sixty lacs only) per annum, if employed for the full year or Rs. 5.00,000/- (Rupees five lacs only) per month, if employed for a part of the year.

DIRECTORS

Shri S G Rajgarhia retires by rotation at the Annual General Meeting and being eligible, offers himself for re-appointment. A brief resume is given in the Notice to the Annual General Meeting. Your Directors recommend his re-appointment at the ensuing Annual General Meeting in the overall interest of the company.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance of Section 217(2AA) of the Companies Act, 1956, your Directors confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed and Notes to the Accounts are self explanatory.

2. That they have 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.

3. That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That they have prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

The Audit Committee meets at due intervals to conduct the required business. At present the committee comprises of Shri K R Gupta (Chairman) and Shri R R Bagri (Member) as independent Directors and Shri S G Rajgarhia (Member) as Non Executive Director.

The composition, role, functions and powers of the Audit Committee are in accordance with the applicable laws and the listing agreements with the Stock Exchange.

AUDITORS

M/s Chaturvedi & Co., Chartered Accountants, the auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. A certificate under section 224(1B) of the Companies Act, 1956 confirming their eligibility has been obtained from them. Your Directors recommend that they be reappointed by the members at the 37th Annual General Meeting.

AUDITORS REPORT

The Auditors' Report read with notes to the financial statements is self- explanatory and does not call for any further explanations by the Board.

CORPORATE GOVERNANCE

A separate report on Corporate Governance and a certificate from the Auditors of the company regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges are annexed as Annexure - II to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis on the matters relating to the business performance, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate statement in the Annual Report.

APPRECIATION

Your Directors gratefully acknowledge the whole hearted support given by the customers, suppliers, shareholders, employees, governments, financial institutions, banks, and we look forward to their continued cooperation and best wishes in our endeavour to steer your company towards greater heights.

For and on behalf of the Board

R K RAJGARHIA Chairman & Managing Director

New Delhi July 29, 2011


Mar 31, 2010

The Directors have pleasure in presenting the 36th Annual Report and Audited Accounts for the year ended on March 31, 2010.

FINANCIAL RESULTS (Rs. In lacs)

2009-2010 2008-2009

Gross Sales 19686 18399

Profit before depreciation and tax 1420 599

Less: Depreciation 455 439

Profit before income tax 965 160

Less: Income Tax 305 54

Net profit for the year 660 106

Add: Balance brought forward from the previous year 2717 2611

Amount available for appropriation 3377 2717

Appropriations: -

- General reserve 1115 -

- Balance carried forward to Balance Sheet 2262 2717

3377 2717

OPERATIONS

The performance of the company continues to be satisfactory. The net profit registered an increase of 523 percentage from Rs.106 lacs to Rs.660 lacs while the turnover grew by 7 percentage from Rs.18,399 lacs to Rs.19,686 lacs. The main contributors to the increase of profits was the product mix and a favourable market.

The earnings per share increased from Rs.2.46 to Rs.15.26 over the previous year

EXPORTS

Your Companys export turnover decreased marginally from previous year, from Rs.1996 Lacs to Rs.1970 Lacs.

EXPANSION AND MODERNIZATION

The Company continues to modernize its Plant and Machinery under Technology Upgradation Fund Scheme (TUFS). The company proposes to install some balancing equipments which would help manufacture more value added products. The total capacity of the company as on 31.03.2010 is 50336 spindles.

PROSPECTS

The Company expects to improve both sales and profitability in the current year as a result of expansion-cum-modemizatjon programme and better market conditions.

DIVIDEND

In view of the need to conserve financial resources, no dividend has been recommended by the Board of Directors.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

The prescribed details as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are annexed as Annexure -1 to this Report.

PARTICULARS OF EMPLOYEES

During the year under report, the relations between the companys management and its staff/workers continued to remain cordial. The Directors place on record their deep appreciation of the devoted services of the workers, staffs and executives.

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended), the particulars of employees of the company who were in receipt of remuneration of Rs.2,00,000/- (Rupees Two Lacs only) per month or more are annexed as Annexure - II to this Report.

DIRECTORS

Shri K R Gupta, retires by rotation at the Annual General Meeting and being eligible, offers himseives for re-appointment. A brief resume is given in the Notice to the Annual General Meeting. Your Directors recommend his re-appointment at the ensuing Annual General Meeting in the overall interest of the company.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance of Section 217(2AA) of the Companies Act, 1956, your Directors confirm:

1. That in the preparation of the annual accounts, the applicable ac- counting standards have been followed and Notes to the Accounts are self explanatory.

2. That they have 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.

3. That they have taken proper and sufficient care for the mainte- nance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That they have prepared the annual accounts on a going concern basis

AUDIT COMMITTEE

The Audit Committee meets at due intervals to conduct the required business. At present the committee comprises of Shri K R Gupta (Chairman) and Shri R R Bagri (Member) as independent Directors and Shri S G Rajgarhia (Member) as Non Executive Director.

The composition, role, functions and powers of the Audit Committee are in accordance with the applicable laws and the listing agreements with the Stock Exchange.

AUDITORS

M/s Chaturvedi & Co., Chartered Accountants, the auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offerthemselvesfor re-appointment. A certificate under section 224(1 B) of the Companies Act, 1956 confirming their eligibility has been obtained from them. Your Directors recommend that they be reappointed by the members at the 36" Annual General Meeting.

AUDITORS REPORT

The Auditors Report read with notes to the financial statements is self- explanatory and does not call for any further explanations by the Board.

CORPORATE GOVERNANCE

A separate report on Corporate Governance and a certificate from the Auditors of the company regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges are annexed as Annexure - HI to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis on the matters relating to the business performance, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate statement in the Annual Report.

APPRECIATION

Your Directors gratefully acknowledge the whole hearted support given by the customers, suppliers, shareholders, employees, governments, financial institutions, banks, and we look forward to their continued cooperation and best wishes in our endeavour to steer your company towards greater heights.

For and on behatf of the Board

New Delhi R K RAJGARHIA

August 3, 2010 Chairman & Managing Director

 
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