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Directors Report of Arvind International Ltd.

Mar 31, 2012

To, The Members of Arvind International Ltd.

Dear Members,

The Directors have the pleasure in presenting the Twenty First Annual Report on the business and operations of your Company, together with the Audited Financial Statements for the year ended 31st March, 2012.

FINANCIAL PERFORMANCE:

The performance of the Company, on standalone basis, for the financial year ended 31st March, 2012 is summarized as below:

Particulars (Rs. In Thousands)

Year Ended

31.03.2012 31.03.2011

Turnover/Income from Operations 785541 1173905

Other Income 7708 1382

Total Income 793249 1175287

Less: Expenditure 756673 1143600

Less: Depreciation 5042 5069

Less: Interest 18572 17072

Profit/(Loss) Before Tax 12962 9546

Less: Provision for Tax (Incl. FBT) 2900 1850

Profit/(Loss) before Deferred Tax Adjustments 10062 7696

(Add)/Less: Deferred Tax 921 1.00

Profit/(Loss) After Taxation 9141 7697

Prior Period Adjustments (5280) (6400)

Extraordinary items 0.00 0.00

Profit/(Loss) after Extraordinary items 3862 1297

Profit/(Loss) brought forward from previous year (21007) (22304)

Balance Carried over to Balance Sheet (17145) (21007)

During the year under review your company maintained growth in terms of Performance in manufacturing sector.

The financial year under review has resulted into recovery of previous year losses which has been possible due to better product mix, focused marketing efforts and strategical plans of the management.

It also started trading activity to increase the top line and to strengthen the bottom line so that the company is able to become stronger in years to come. Due to sleek and cess margin the company is gradually coming out of trading activity and not focusing on the same.

The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report which forms a part of this Directors' Report.

DIVIDEND:

The Board of Directors did not recommend any dividend for the year under review as there are carry forward losses.

RIGHT ISSUE:

During the year under review, the company has issued 84,12,540 Equity shares of Rs.10/- each for cash at a price of Rs. 13.50 each including a premium of Rs 3.50 per Equity Shares aggregating to an amount of Rs.1135.69 Lacs to the equity shareholders of the company on rights basis and it was fully subscribed and hence successful. The above shares were duly listed on BSE and also admitted to the depository System of National Security Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).

PUBLIC DEPOSITS:

The Company has not accepted any Deposit within the meaning of Section 58A of the Companies Act, 1956.

DIRECTORS:

In accordance with the provisions of Section 255, 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Manish Lohia retires by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The Board recommends their reappointment. None of the Directors of the Company are disqualified for being appointed as Directors as specified in Sec.274(1)(g) of the Companies Act, 1956.

A brief resume of expertise and details of other directorships of appointed/reappointed Directors is attached along with Notice of the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of section 217 (2AA) read with section 292A of the Companies Act, 1956, we the Directors of Arvind International Limited, state in respect of financial year 2011-12 that:

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

ii) 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 the affairs of the Company as at 31st March, 2012 and of the profit of the Company for the year ended on that date.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) The directors have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s. N.C. Banerjee & Co., Chartered Accountants the Auditors of the Company retire at the end of the ensuing Annual general meeting and are eligible for re-appointment. The Company has received the Certificate from them that their re-appointment, if made, would be within the limits prescribed u/s. 224 (1B) of the Companies Act, 1956.

The Board recommends their Re-appointment.

AUDITORS' REPORT:

The Notes to the Accounts which to be read with the Auditors' Report are self explanatory and therefore do not call for any further clarifications under section 217(3) of the Companies Act, 1956.

PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information related to conservation of energy, 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 is annexed and forms part of this report.

PARTICULARS OF EMPLOYEES:

Disclosure about particulars of employees in relation to sub section (2A) of section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and forming part of Director's report for the year ended March 31, 2012 is not applicable to this company as there was no employee drawing remuneration in excess of Prescribed in this regard.

CASH FLOW STATEMENT:

As required under Clause 32 of the Listing Agreement with the Stock Exchanges in India, a Cash Flow Statement, as prepared in accordance with the Accounting Standard on Cash Flow Statement (AS-3) issued by the Institute of Chartered Accountant of India, is given along with Balance Sheet and Profit and Loss Account.

LISTING:

The Securities of your Company are listed at Bombay Stock Exchange Limited and Calcutta Stock Exchange Limited. The Company has paid the Annual Listing Fees to both the Stock Exchanges up to date and has been generally regular in complying with the provisions of the Listing Agreements.

INFORMATION TECHNOLOGY:

Your Company believes that Information Technology is the backbone of any industry in today's business world. The Company has taken it as a tool to improve productivity, efficiency and reliability. As such, a Customized ERP Module called "IN SYNC" has already been developed & substantially implemented at manufacturing facilities and offices of the Company, and the same has been working successfully.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report forms a part of this Annual Report. The Company is in full compliance with the requirements and disclosures that has to be made in this regard.

A Certificate from the Statutory Auditors of the Company confirming compliance of the Corporate Governance is appended to this Report on Corporate Governance.

INDUSTRIAL RELATIONS:

Arvind International Ltd. believes in building teams across the business and functions with the aim to share knowledge and experience. Cross functional team work with clear objectives to solve the issues and create value for the Company. The Company fosters to open dialogue among the employees with the belief that the people, who communicate continuously and openly, build trust and mutual respect.

ACKNOWLEDGEMENT:

The Directors would like to express their appreciation for the assistance and co-operation received from the, Banks and Government Authorities.

The Directors are also thankful to the Shareholders for their continued support to the Company.

The Company maintained healthy, cordial and harmonious industrial relations at all level. Despite competition, the enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the fore-front of the industry.

Your Company continued to receive co-operation & unstinted support from the distributors, retailers, stockists, suppliers and others associated with the Company as its trading partners. The Directors wish to place on record their appreciation for the same and your company will continue in its endeavour to build and nurture strong links with trade, based on mutuality, respect and co-operation with each other and consistent with consumers interests.

For and on Behalf of the Board of Directors

Arvind Bajoria

Managing Director

Place: Kolkata

Dated: 6th June, 2012


Mar 31, 2010

The Directors have the pleasure in presenting the Nineteenth Annual Report on the business and operations of your Company, together with the Audited Financial Statements for the year ended March 31,2010.

FINANCIAL PERFORMANCE

The performance of the Company, on standalone basis, for the financial year ended March 31,2010 is summarized as below:

Particulars (Rs. In Thousand)

Year Ended 31.03.2010 31.03.2009

Turnover/ Income from Operations 220919 249054

Other Income 935 15989

Total Income 221854 265043

Less: Expenditure 197642 245512

Less: Depreciation 5104 3815

Less: Interest 12216 13557

Profit/ (Loss) Before Tax 6892 2159

Less: Provision for Tax (Incl. FBT) 0.00 116

Profit/ (Loss) before Deferred Tax Adjustments 6892 2043

Add(Less): Deferred Tax 160 (3443)

Profit/ (Loss) After Taxation 7052 5486

Less Prior Period Adjustments (5000) (197)

Extraordinary items 0.00 (3985)

Profit/ (Loss) after Extraordinary items 2052 13.04

Profit/ (Loss) brought forward from previous year (24356) (25660)

Balance Loss Carried over to Balance Sheet (22304) (24356)

During the period under review your company even in slump condition prevailing in world market sustained with some profit.

The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report which forms a part of this Directors Report.

DIVIDEND

The Board of Directors could not recommend any dividend for the year under review.

PUBLIC DEPOSITS

The Company has not accepted any Deposit from public within the meaning of Section 58A and 58AAofthe Companies Act, 1956.

DIRECTORS

In accordance with the provisions of Section 255, 256 of the Companies Act, 1956 and the Articles of Association of the Company Mrs. Anupama Bajoria retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment The Board recommends her re-appointment. None of the Directors of the Company are disqualified for being appointed as Directors as specified in Sec. 274(1 )(g) of the Companies Act, 1956.

During the year under review two Directors, namely Mr. Suvobrata Ganguly and Mr. Sushil Kumar Poddar resigned from the Board of Company. In place of the resigned Directors, two Additional Directors, Mr. Manish Lohia and Mr. Manoj Kumar Agarwal were appointed in the Boards Meeting held on 16.03.2010 to hold office up to conclusion of next Annual general meeting when their reappointments are to be consider by the member in next Annual general meeting.

A brief resume of expertise and details of other directorships for appointed/reappointed

Directors is attached along with Notice of the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of section 217(2AA) read with section 292A of the Companies Act, 1956, we the Directors of Arvind International Limited, state as under in respect of financial year 2009-10

i) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures if any.

ii) 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 the affairs of the Company as at 31st March 2010 and of the profit of the Company for the year ended on that date.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act.1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s. N.C. Banerjee & Co., Chartered Accountants the Auditors of the Company retire at the end of the ensuing Annual general meeting and are eligible for re-appointment.

The Company has received the Certificate from them that their re-appointment, if made, would be within the limits prescribed u/s224(lB)of the Companies Act, 1956. The Board recommends their Re-appointment.

AUDITORS REPORT

The Notes to the Accounts which to be read with the Auditors Report are self explanatory and therefore do not call for any further clarifications under section 217(3) of the Companies Act, 1956.

PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOG AND FOREIGN EXCHANGE EARNING AND OUTGO

The information related to conservation of energy, 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 is annexed and forms part of this report.

PARTICULARS OF EMPLOYEES

Disclosure about particulars of employees in relation to sub section (2A) of section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and forming part of Directors report for the year ended March 31,2010 is not applicable to this company as there was no employee drawing remuneration in excess of Prescribed amount in this regard.

CASH FLOW STATEMENT

As required under Clause 32 of the Listing Agreement with the Stock Exchanges in India, a Cash Flow Statement, has been prepared in accordance with the Accounting Standard on Cash Flow Statement (AS-3) issued by the Institute of Chartered Accountant of India, and is given along with the Audited Balance Sheet and Profit and Loss Account.

LISTING

The Securities of your Company are listed at Bombay Stock Exchange Limited.

The Company has paid the Annual Listing Fees to the Stock Exchange up to date and has been generally regular in complying with the provisions of the Listing Agreements.

The Applications for delisting of companys shares from Ahemdabad Stock Exchange Ltd and Calcutta Stock Exchange Limited are pending. .

INFORMATION TECHNOLOGY

Your Company believes that Information Technology is the backbone of any industry in todays business world. The Company has taken it as a tool to improve productivity, efficiency and reliability. As such, a Customized ERP Module called "IN SYNC" has already been developed & substantially implemented at manufacturing facilities and offices of the Company, the effects of which have started coming.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report forms a part of this Annual Report. The Company is in full compliance with the requirements and disclosures that has to be made in this regard.

A Certificate from the Statutory Auditors of the Company confirming compliance of the

Corporate Governance is appended to this Report.

INDUSTRIAL RELATIONS

Arvind International Ltd. believes in building working teams across the business and functions with the aim to share knowledge and experience. Cross functional team work with clear objectives to solve the issues and create value for the Company. The Company fosters to open dialogue among the employees with the belief that the people, who communicate continuously and openly, build trust and mutual respect. .

ACKNOWLEDGEMENT

The Directors would like to express their appreciation for the assistance and co-operation received from the Financial Institutions, Banks and Government Authorities.

The Directors are also thankful to the Shareholders for their continued support to the Company in this period when there is an overall slump in world trade.

The Company maintained healthy, cordial and harmonious industrial relations at all level.

Despite competition, the enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the fore-front of the industry. Your Company continued to receive co-operation & support from the distributors, retailers, stockists, suppliers and others associated with the Company as its trading partners. The Directors wish to place on record their appreciation for the same. Your company will continue in its endeavour, to build and nurture strong links with trade, partners based on mutual, respect cooperation and trust for each other and are consistent with consumers interests.

For and on Behalf of the Board of Directors

Arvind Bajoria Managing Director

Place: Kolkata Dated: 29.05.2010



 
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