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Directors Report of Arora Fibres Ltd.

Mar 31, 2014

To the Shareholders

The Directors present before you the Twenty First Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2014.

FINANCIAL RESULTS :

2013-2014 2012-2013 Rupees Rupees

Profit/Loss before Finance Charges, Depreciation and Taxation. 6,66,65,323 3,27,02,089

Less: Interes 1,98,29,262 2,08,91,702

Profit/Loss before Depreciation and Taxation 4,68,36,061 1,18,10,387

Less:Depreciation 97,49,872 1,19,08,871

Profit/Loss for the year before extraordinary item 3,70,86,189 (98,484)

Brought forward Loss from previous year 9,44,85,279 9,43,94,322

Balance carried to Balance Sheet (5,73,99,090) (9,44,85,279)

DIVIDEND :

The Board of Directors regrets its inability to declare dividend in view of carried forward loss.

WORKING:

The Company has registered a Net Profit of Rs.3.71 Crores. The carry forward loss at present stands at Rs.5.74 Crores.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Global Economic Condition

The world continues to go through a difficult economic situation. Europe is still not out of difficulties. The United States is showing signs of recovery. The growth has slowed down in China and India. In addition inspite of Reserve Bank of India''s efforts the inflation is not under control.

Overview of Indian Economy

The Indian economy witnessed a decline in GDP growth of 5% during the year compared to a growth of 8.5% in the previous year. The mounting fiscal deficit and high Current Account Deficit has impacted the investment momentum in the Indian economy. To achieve a sustainable growth, the country needs to push forward governance reforms and innovative public-private partnerships to deliver rapid and inclusive growth and an enabling environment for upgrading infrastructure.

Our business and Performance

The Company''s performance improved during the year. The Company registered a profit before depreciation of Rs.4.68 Crores as compared to a profit of Rs.1.18 Crore in the previous year. After providing for depreciation the net profit was of Rs.3.71 Crores as compared to Loss of Rs.0.01 Crore in the previous year. The Directors are hopeful of still better performance during the current year.

1. Directors'' Responsibility Statement

Your Directors confirm:

(i) that in preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that the Directors 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 ended 31st March, 2014 and of the profit of the Company for that year;

(iii) 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;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

2. Corporate Governance

As per clause 49 of the Listing Agreement with The Stock Exchange, a detailed Corporate Governance Report is annexed to the Directors'' Report.

3. Audit Committee

The Audit Committee consists of Shri Hrushikesh Deodhar, with financial and accounting knowledge as Chairman and Shri Surendra Gupta and Shri R.S.Arora as members. Shri Hrushikesh Deodhar, and Shri S.M.Gupta are independent directors with independent judgment in the deliberation and decisions of the Board.

4. Directors

Shri R.S.Arora retires by rotation and being eligible offers himself for reappointment.

5. Auditors'' Report

The observations of the Auditors are self explanatory.

6. Auditors

M/s. Vinay Gudi & Associates, Chartered Accountants retire and are eligible for re-appointment. M/s. Vinay Gudi & Associates have informed that they are willing to act as Auditors, if appointed.

7. Particulars of Employees

The particulars of employees required to be given under provisions of Section 217 (2A) of the Companies Act, 1956 - NIL.

8. Conservation of Energy

The information required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure ''A'' and forms part of the Report.

9. Foreign Exchange Earnings and Outgo:

The Company''s foreign exchange earnings during the year was Rs.Nil. The Company incurred foreign exchange outgo amounting to Rs.19.61Lacs during the year.

10. Acknowledgements:

Your Directors thank the Company''s clients, vendors, investors, and bankers for their continued support during the year. Your Directors place on record their appreciation of the contribution made by employees at all levels.

For and on behalf of the Board of Directors

RUPINDER SINGH ARORA Chairman

Mumbai, Dated : 12th August, 2014.

Corporate Office: Arora House, 16, Golf Link, Union Park, Khar (West), Mumbai- 400 052.


Mar 31, 2013

To the Shareholders

The Directors present before you the Twentieth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31 st March 2013.

FINANCIAL RESULTS:

2012-2013 2011-2012 Rupees Rupees

Profit/Loss before Finance Charges, Depreciation and Taxation 3,27,02,089 (1,76,480)

Less: Interest 2,08,91,702 1,79,11,883

Profit/Loss before Depreciation and Taxation 1,18,10,387 (1,80,88,363)

Less: Depreciation 1,19,08,871 1,17,59,716

Profit/Loss for the year before extraordinary item (98,484) (2,98,48,079)

Less: Extradrdinary Item 3,02,46,000

Profit/Loss after tax (98,484) (6,00,94,079)

Brought forward Loss from previous year 9,43,94,322 3,43,00,243

Balance carried to Balance Sheet (9,44,92,806) (9,43,94,322)

DIVIDEND:

The Board of Directors regrets its inability to declare dividend in view of carried forward loss and loss for the year. ''

WORKING:

The Company has registered a cash Profit before depreciation of Rs.118.10 lacs.. After providing for Depreciation of Rs.119.09 Lacs the Company registered a loss of Rs.0.98 lacs. The carry forward loss at present stands at Rs.944.93 lacs.

1. Directors''Responsibility Statement

Your Directors confirm:

(i) that in preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that the Directors 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 ended 31 st March, 2013 and of the loss of the Company for that year; ''

(iii) 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;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

2. Corporate Governance

As per clause 49 of the Listing Agreement with The Stock Exchange, a detailed Corporate Governance Report is annexed to the Directors'' Report.

3. Audit Committee

The Audit Committee consists of Shri Hrushikesh Deodhar, with financial and accounting knowledge as Chairman and Shri Navin Marwah, Shri Surendra Gupta and Shri R. S. Arora as members. Shri Hrushikesh Deodhar, Shri Navin Marwah & Shri S.M.Gupta are independent directors with independent judgment in the deliberation and decisions of the Board.

4. Directors

Shri Surendra Gupta retires by rotation and being eligible offers himself for reappointment.

The Board of Directors has appointed Shri Hrushikesh Deodhar as an Adiitional Director, who holds office upto the datte of ensuing Annual General Meeting. It is proposed to obtain approval of Shareholders at the ensing Annual General Meeting for the appointment of Shri Hrushikesh Deodhar as a Director liable to retire by rotation.

5.s Auditors''Report

The observations of the Auditors are self explanatory.

6. Auditors

M/s. Vinay Gudi & Associates, Chartered Accountants retire and are eligible for re-appointment. M/s. Vinay Gudi & Associates have informed that they are willing to act as Auditors, if appointed.

7. Particulars of Employees

The particulars of employees required to be given under provisions of Section 217 (2A) of the Companies Act, 1956-NIL.

8. Conservation of Energy

The information required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure ''A and forms part of the Report.

9. Foreign Exchange Earnings and Outgo:

The Company''s foreign exchange earnings during the year was Rs.93.31 Lacs. The Company incurred foreign exchange outgo amounting to Rs. 12.32 Lacs during the year.

10. Acknowledgements:

Your Directors thank the Company''s clients, vendors, investors, and bankers for their continued support during the year. Your Directors place on record their appreciation of the contribution made by employees at all levels.

For and on behalf of the Board of Directors

RUPINDER SINGH ARORA

Mumbai,

Dated :14th August, 2013. Chairman

Corporate Office:

Arora House, 16, Golf Link,

Union Park, Khar

(West), Mumbai- 400 052.


Mar 31, 2012

To the Shareholders

The Directors present before you the Nineteenth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2012.

FINANCIAL RESULTS:

2011-2012 2010-2011 Rupees Rupees

Profit/Loss before Finance Charges, Depreciation and Taxation (1,76,480) 2,77,14,813

Less:Interest 1,79,11,883 1,21,27,902

Profit/Loss before Depreciation and Taxation (1,80,88,363) 1,55,86,911

Less: Depreciation 1,17,59,716 79,52,829

Profit/Loss for the year before extraordinary item (2,98,48,079) 72,04,275

Less: Extraordinary Item 3,02,46,000 4,29,806

Profit/Loss after tax (6,00,94,079) 42,54,829

Brought forward Loss from previous year 3,43,00,243 17,38,90,772

Balance carried to Balance Sheet (9,43,94,322) (3,43,00,243)

DIVIDEND:

The Board of Directors regrets its inability to declare dividend in view of carried forward loss and loss for the year.

WORKING:

The Company has registered a net loss before extraordinary expenses at Rs.298.48 lacs. After making a provision of Rs.302.46 lacs for payment of Excise duty imposed retrospectively in the Union Budget the net loss stands at Rs.600.94 lacs. The carried forward loss at present stands at Rs.943.94 lacs.

1. Directors' Responsibility Statement

Your Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that the Directors 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 ended 31st March, 2012 and of the loss of the Company for that year;

(iii) 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;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

2. Corporate Governance

As per clause 49 of the Listing Agreement with The Stock Exchange, a detailed Corporate Governance Report is annexed to the Directors' Report.

3. Audit Committee

The Audit Committee consists of Shri Navin Marwah, with financial and accounting knowledge as Chairman and Shri S. M. Gupta and Shri R.S.Arora as members. Shri Navin Marwah & Shri S.M.Gupta are independent directors with independent judgment in the deliberation and decisions of the Board.

4. Directors

Shri Navin Marwah retires by rotation and being eligible offers himself for reappointment.

5. Auditors' Report

The observations of the Auditors are self explanatory.

6. Auditors

M/s. Vinay Gudi & Associates, Chartered Accountants retire and are eligible for re-appointment. M/s. Vinay Gudi & Associates, have informed that they are willing to act as Auditors, if appointed.

7. Particulars of Employees

The particulars of employees required to be given under provisions of Section 217 (2A) of the Companies Act, 1956-NIL.

8. Conservation of Energy

The information required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure 'A' and forms part of the Report.

9. Foreign Exchange Earnings and Outgo:

The Company's foreign exchange earnings during the year was Rs. 156.62 Lacs. The Company incurred foreign exchange outgo amounting to Rs.13.87 Lacs during the year.

10. Acknowledgements:

Your Directors thank the Company's clients, vendors, investors, and bankers for their continued support during the year. Your Directors place on record their appreciation of the contribution made by employees at all levels.

For and on behalf of the Board of Directors

RUPINDER SINGH ARORA Chairman

Mumbai, Dated :31st May, 2012.

Corporate Office:

Arora House, 16, Golf Link,

Union Park, Khar (West),

Mumbai- 400 052.


Mar 31, 2010

The Directors present before you the Seventeenth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2010.

2009-2010 2008-2009 Rupees Rupees FINANCIAL RESULTS:

Profit/(Loss) before Finance Charges,

Depreciation and Taxation 1,19,14,499 (1,68,03,713)

Less: Interest 77,43,913 71,16,435

Profit/(Loss) before

Depreciation and Taxation 41,70,586 (2,39,20,148)

Less: Depreciation 62,19,397 82,13,183

Profit/(Loss) before Extra Ordinary Item (20,48,811) (3,21,33,331)

Less: Current Tax - -

Fringe Benefit Tax - 1,57,092

Deferred Tax - -

Profit/(Loss) after Tax (20,48,811) (3,22,90,423)

Brought forward Loss from previous year (17,18,41,961) (13,95,51,538)

Balance carried to Balance Sheet (17,38,90,772) (17,18,41,961)



DIVIDEND:

The Board of Directors regrets their inability to declare dividend in view of carried forward loss and loss for the year.

WORKING:

The Company has suffered a loss of Rs. 20,48,811/-. The carried forward loss is Rs. 17,38,90,772/- as against Rs. 17,18,41,961/- brought forward from previous year. The Company has made a cash profit of Rs.41,70,586/- during the year against cash loss of Rs. 2,39,20,148/- during the previous year.

Management Discussion and Analysis Report:

Based on the Order of the Honorable CESTAT Northern Bench the Company has stopped charging the Excise Duty on the Finished Products. This has resulted in Company posting a cash profit.

Your Company is adding capacity by installing new machinery which will not only increase the production but will also bring down the cost per unit.

The BIFR declared the Company a Sick Unit on 2nd July, 2009. The Company has submitted a Rehabilitation Scheme to BIFR and expects the approval for the same very soon.

1. Directors Responsibility Statement

Your Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that the Directors 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 ended 31st March, 2010 and of the loss of the Company for that year;

(iii) 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;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

2. Corporate Governance

As per clause 49 of the Listing Agreement with The Stock Exchange, a detailed Corporate Governance Report is annexed to the Directors Report.

3. Audit Committee

The Audit Committee consists of Shri Navin Marwah, with financial and accounting knowledge as Chairman and Shri S. M. Gupta and Shri R.S.Arora as members. Shri Navin Marwah & Shri S.M.Gupta are independent directors with independent judgment in the deliberation and decisions of the Board.

4. Directors

Shri Navin Marwah retires by rotation and, being eligible, offers himself for re-appointment.

5. Auditors Report

The observations of the Auditors are self explanatory.

6. Auditors

M/s A.M. Joshi & Co. the retiring Auditors have shown unwillingness to continue as Auditors of the Company due to other pressing commitments. It is therefore proposed to appoint M/s. A.T. Jain & Co., Chartered Accountants as Auditors for the current year. M/s. AT. Jain & Co. have informed that they are willing to act as Auditors, if appointed.

7. Particulars of Employees

The particulars of employees required to be given under provisions of Section 217 (2A) of the Companies Act, 1956 - NIL.

8. Conservation of Energy

The information required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure A and forms part of the Report.

9. Foreign Exchange Earning and Outgo:

The Company has no foreign exchange earnings during the year. The Company incurred foreign exchange outgo amounting to Rs.1,17,00,552/-during the year.

10. Acknowledgements:

Your Directors thank the Companys clients, vendors, investors and bankers for their continued support during the year. Your Directors place on record their appreciation of the contribution made by employees at all levels.



For and on behalf of the Board of Directors

RUPINDER SINGH ARORA

Chairman

Mumbai, Dated : 21st May, 2010.

Corporate Office :

Arora House, 16, Golf Link,

Union Park, Khar (West),

Mumbai-400 052.

 
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