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Directors Report of AYM Syntex Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Thirty-Second Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March 2015.

I. FINANCIAL RESULTS

(Rs. in lacs)

2014-15 2013-14

Gross Profit before Depreciation 8687.32 6303.31 & Finance Expenses

Less: Finance Expenses 2391.64 2389.65

Depreciation 2020.22 1911.04

Profit/(Loss) before tax 4275.46 2002.62

Less - Current Tax - Current year 906.49 430.27

- Earlier period - 33.59

Add - MAT credit entitlement (906.49) (430.27)

Add/(Less) -Fringe Benefit Tax - -

Profit/ (Loss) after tax 4275.46 1969.03

II. DIVIDEND

The Board of Directors has recommended accumulated dividend subject to approval of banks of -

* Rs. 3,06,11,750 on already redeemed 8% Redeemable Cumulative Preference Shares;

* Rs. 37,87,397 on already converted 6% Optionally Convertible Cumulative preference shares into Equity shares

III. OPERATIONS

During the year under review, Net sales and services and Gross Profit before Interest and Depreciation were of Rs. 834.86 Crores and Rs. 86.87 Crores respectively as compared to Rs. 896.38 Crores and Rs. 63.03 Crores respectively for the previous year. Net sales and services of the Company have been reduced by 6.86 % but net profit has increased by 117% over the previous year.

Exports during the financial year 2014-15 were of Rs. 185 Crores as compared to Rs. 214 Crores during the previous year.

Turnover of the Company is reduced due to reduction in price of raw materials and finished goods following slash in price of crude oil. Concentration on high margin products, development of new products and production of BCF yarn coupled with reduction in prices of raw materials following slash in price of crude oil has increased profitability of the Company.

The Company has received in house R & D recognition for Rakholi and Palghar R & D Centers from Department of Scientific & Industrial Research.

India Rating & Research vide their letter dated May 13 2015 has assigned a Long term issuer rating and working capital facilities of IND A-; outlook stable.

IV. ExPANSION

The Company proposes to double its existing BCF manufacturing capacity, increase capacity of Dyeing vessel, install Nylon mother yarn line, add laboratory equipment, etc. at an estimated project cost of Rs. 70 Crores which is proposed to be financed by way of internal accruals of Rs. 23 Crores and term loan of Rs. 47 Crores. Approvals of Banks for the term loan have been received. Implementation of the project is commenced and is likely to be completed by the end of 30th April 2016.

V. DIRECTORS' RESPONSIBILITY STATEMENT

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

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 at the end of the financial year 31st March 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 this Act 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.

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.

VI. DISCLOSURE AS REQUIRED UNDER THE COMPANIES ACT 2013:

a. Mr. Atul Desai, Mr. M. K. Tandon, Ms. Mala Todarwal and Mr. K. H. Viswanathan, the independent directors have given declaration that they met the criteria of independent directors as provided in sub section 6 of Section 149 of the Companies act 2013.

b. Nomination and Remuneration committee (NRC) at their meeting held on 29th May 2014 approved and recommended policy relating to criteria for determining qualifications, positive attributes and independence of directors, the remuneration for the directors, key managerial personnel and other employees; the Board of directors approved the said policy as recommended by NRC at its meeting held on 29th May 2014.

c. NRC at their meeting held on 21st January 2015 laid down criteria for the evaluation of Board of directors. Evaluation of directors consisted of two parts i.e. quantitative data and qualitative data. The instruments was so designed that only ticks was required with no provision for descriptions, name of the directors who has evaluated is not disclosed. Evaluation took place in March 2015 and the same was discussed by the Board of directors and took remedial action at its meeting held on 30th March 2015 (Rules 8 (4) under Chapter 9 of the Companies (Accounts) Rules, 2014)

d. CSR activities is attached- Refer Annexure A

e. Meeting of Board of directors were conducted four times during the financial year 2014-15.

f. The Company is a subsidiary of Krishiraj Trading Limited.

g. Ratio of remuneration of Mr. B A Kale to the median employee's remuneration and other details as may be prescribed - Section 197 (12)

(i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; 124.66 times

(ii) the percentage increase in remuneration of Chief Financial Officer: 15%, Company Secretary:10%

(iii) the percentage increase in the median remuneration of employees in the financial year: 0%

(iv) the number of permanent employees on the rolls of company: 1535

(v) the explanation on the relationship between average increase in remuneration and company performance:

* Increase in remuneration is largely based on performance of individuals.

(vi) comparison of the remuneration of the Key Managerial Personnel against the performance of the company:

* Commission to ED and incentives to some of the executives besides fixed salary are directly related to performance of the Company

(vii) 31/03/2014 31/03/2015 Variation

Market 30.10 134.79 104.69 capitalization (Rs. in lacs)

P/E ratio 1.53 3.15 1.62

Market price 7.67 34.35 26.68 per share (in Rs. ) EPS (in Rs. ) 5.02 10.90 5.88

Public Offer price on Market issue of shares on price as on preferential basis as 31/03/2015 on 7-12-2012 Rs. 13.48 per share Rs. 34.35

(viii) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration - Average increase in remuneration of employees other than managerial personnel 10% and key managerial persons - 12.50%

(ix) comparison of the each remuneration of the Key Managerial Personnel against the performance of the company - Commission @ 2.50% on net Profit to executive director and Incentives to some of KMP is directly based on performance of the Company

(x) the key parameters for any variable component of remuneration availed by the directors- 2.5% commission on Profits calculated under section 197 of the Companies act 2013 to Executive director besides fixed remuneration

(xi) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year- nil; and

(xii) Affirmation that the remuneration is as per the remuneration policy of the company.

h. Mr. B. A. Kale, executive director of the Company has not received any remuneration from Krishiraj Trading Limited, the holding company.

i. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

Internal financial controls are adequate and were operating effectively. The Company periodically reviews the internal controls to align it with the changing business needs and to improve governance and enhance compliance with evolving regulation.

j. Details of arrangement entered into with Welspun Wintex Limited under section 189 ( related party) is mentioned in form AOC-2 as mentioned below under Rule 8 (2) of the Companies (Accounts) Rules, 2014

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with Related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including Certain arm's length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis - No such transaction

2. Details of material contracts or arrangement or transactions at arm's length basis

(a) Name(s) of the related party and nature of relationship

* Welspun Wintex Limited

(b) Nature of contracts/arrangements/transactions

* Purchase of POY

(c) Duration of the contracts / arrangements/transactions

* 01.04.2014 TO 30.06.2014

(d) Salient terms of the contracts or arrangements or transactions including the value, if any:

* Rs. 255.12 Lacs

(e) Date(s) of approval by the Board, if any:

* Board meeting dated 01.08.2014

(f) Amount paid as advances, if any:

* Nil

A. Particulars of loans, guarantees or investments under section 186.

The Company has not made investment nor given loan nor provide any guarantee for repayment of loan under section 186 of the act

B. Details of establishment of vigil mechanism for directors and employees

Clause 49(II) (F) of listing agreement.

The Company has a Whistle Blower Policy and Vigil Mechanism for its directors and employees and no personnel have been denied access to the Audit Committee.

VII. Conservation of energy, technology absorption and foreign exchangeearnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of energy:

(i) the steps taken or impact on conservation of energy; nil

(ii) the steps taken by the company for utilizing alternate sources of energy;

The Company has availed power partly from alternative source by entering into agreement with Daksha Infrastructure Pvt Ltd on open access basis and saved the amount of Rs. 50.56 Lacs

(iii) the capital investment on energy conservation equipment's;

Nil

(B) Technology absorption:

* The Company has not entered into technical collaboration and as such not applicable.

The Research and Development capital/revenue expenditure during FY 2014-15 is Rs. 760.52 Lacs.

(C) Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

FOB value of export - Rs. 17292.07 lacs

CIF value of imports - Rs. 19108.65 lacs

VIII. DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. B. A. Kale and Mr. R. R. Mandawewala, the directors of the Company retire by rotation at the 32nd Annual General Meeting and being eligible has offered themselves for reappointment.

Mr. Abhishek Mandawewala has been appointed as an additional director w.e.f. 31.07.2015 and whole time director w.e.f. independent 01.08.2015

Mr. K. H. Viswanathan has been appointed as an additional Independent director with effect from 31.07.2015.

Board has recommended re-appointment of the aforesaid retiring directors, appointment of Mr. K. H. Viswanathan as an independent director and Mr. Abhishek Mandawewala as a director/whole time director.

Mr. Bhaskar Sen, Sr. Vice President (Accounts and Commercial) is appointed as a CFO by the Board of Directors at its meeting held on 1st August 2014.

IX. AUDIT COMMITTEE

The Audit Committee consists of the following 5 Non-Executive Directors

a. Mr. Atul Desai - Chairman

b. Mr. M. K.Tandon - Member, independent

c. Ms. Mala Todarwal - Member, independent

d. Mr. K. H. Viswanathan (w.e.f. 31.07.2015) - Member, independent

e. Mr. R. R. Mandawewala (w.e.f. 14.05.2015) - Member

x. DEPOSITS

The Company has not accepted any deposit within the meaning of the Chapter V to Companies Act 2013 Further, no amount on account of principal or interest on deposit was outstanding as at the end of the year under report.

xI. AUDITORS

Your Company's Auditors, M/s. MGB & Co, Chartered Accountants were re-appointed for the period of three years till the conclusion of 34th Annual General meeting. Members are requested to ratify their appointment from the conclusion of 32nd Annual General Meeting to the conclusion of 33rd Annual General Meeting.

xII. CORPORATE GOVERNANCE

A separate report on Corporate Governance is annexed hereto as a part of this Report. Management Discussion and Analysis Statement is separately given in the Annual Report. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as prescribed under Clause 49 of the Listing Agreement is attached to this report.

XIII. AUDITORS' REPORT

Please refer to Auditors' Observations/ qualifications and in relation thereto the Board of directors' state as under: Auditors have qualified report under para "Basis for qualified opinion" drawing attention to Note no. 29 of notes to the accounts and state that the Company is in the process of executing document to transfer Land to the name of the Company. The Company is in possession of Land without any interference for more than 12 years. In view of the above, the Board is of the view that no adjustment to the amounts as mentioned in note no. 29 is necessary.

XIV. SECRETARIAL AUDIT REPORT

A Secretarial Audit Report given by Mr. A. L. Makhija, a company secretary in practice is herewith annexed.

XV. RISK MANAGEMENT POLICY

Board of Directors at their meeting held on 29th January 2015 considered and approved risk management policy and identified the major risk in price volatility in key raw materials.

XVI. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTOR (CLAUSE 49 OF LISTING AGREEMENT)

The details of familiarization program (for independent directors) is disclosed on the Company's website and a web link thereto is http://www.welspunsyntex.com/userfiles/file/WSL_Familiarisation_ policy.pdf

XVII. CODE OF CONDUCT

The Company has Code of Conduct for Board members and senior management personnel. A copy of the Code has been put on the Company's website for information of all the members of the Board and management personnel.

All Board members and senior management personnel have affirmed compliance of the same.

XVIII. PARTICULARS OF EMPLOYEES

Details of the every employee of the Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is herewith attached.

XIX. ACKNOWLEDGEMENT

Your Directors take this opportunity to express gratitude for valuable assistance and co-operation extended to the Company by Financial Institutions, Commercial Banks and other authorities. Your directors also wish to place on record their sincere appreciation of the dedicated services, hard work, solidarity and profuse support by all the employees of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

B. A. Kale R. R. Mandawewala Executive Director Director Mumbai, Date: 31st July 2015




Mar 31, 2014

The Members,

WELSPUN SYNTEX LIMITED,

The Directors are pleased to present the Thirty-frst Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March 2014.

FINANCIAL RESULTS (Rs. in Lacs) 2013-14 2012-13

Gross Profit before Depreciation and 6303.33 4948.19 Finance Expenses

Less: Finance Expenses 2389.65 1864.70

Depreciation 1911.04 1481.03

Profit/(Loss) before tax 2002.64 1602.46

Less – Current Tax – Current year 430.27 318.19

-Earlier period 33.59 0

Add - MAT credit entitlement (430.27) (318.19)

Add/(Less) -Fringe benefit Tax - -

Profit/ (Loss) after tax 1969.05 1602.46

DIVIDEND

The Board of Directors have recommended accumulated dividend subject to approval of Banks of - Rs.6,05,81,128/- on already redeemed 10% Optionally Cumulative Convertible preference shares (accumulated upto the date of redemption);

- Rs.6,14,18,763/- on already redeemed 8% Redeemable Cumulative Preference Shares. (accumulated upto 31st March 2008)

OPERATIONS

During the year under review, Net sales and services and Gross Profit before Interest and Depreciation were of Rs. 89638.15 Lacs and Rs.6303.33 Lacs respectively as compared to Rs. 77611.82 Lacs and Rs. 4948.19 Lacs respectively for the previous year. Net sales and services of the Company and Gross Profits have thus increased by 15.50% and 27.39 % respectively over the previous year.

Exports during the financial year 2013-14 were of Rs. 21449.23 Lacs as compared to Rs. 21335.30 Lacs during the previous year.

Power cost is increased due to increase in power tariff both in Palghar, Maharashtra as well as at Rakholi, Silvassa. Interest cost has been increased due to rise in rate of interest and increase in borrowing for working capital. Foreign exchange difference losses were of 614.30 Lacs as against Rs. 115.59 Lacs during the previous year in view of fuctuation in foreign exchange. Packing, Dyes and chemical cost have also increased due to strong USD in frst two quarters. Market was comparatively weak during the third quarter. The Company has developed market for carpet yarn, yarn for Bath rugs and spandex covered yarn for denim industry. In spite of increase in cost, the earnings have increased due to several steps taken by the Company during the year for improving margins.

EXPANSION

The Company has completed the expansion project at approximate cost of Rs.150 crores by 15th December 2013. It has increased Texturised , spinning capacity of Nylon mother yarn and produced new product Bulk continuous flament yarn. Now the Company proposes to install additional machinery for manufacturing BCF yarn at an installed capacity of 540 MT per annum , the cost of which alongwith accessories are aggregating to Rs.10 Crores.

DIRECTORS'' RESPONSIBILITY STATEMENT

i. In the preparation of the annual accounts, applicable accounting standards have been followed, with proper disclosure of any departures.

ii. The accounting policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2014 and of the Profit or loss of the Company for that period.

iii. That the directors have taken proper and suffcient 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.

iv. That the directors have prepared the accounts on a going concern basis.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. B. K. Goenka and Mr. R. R. Mandawewala, the directors of the Company retire by rotation at the 31st Annual General Meeting and being eligible have offered themselves for reappointment.

Board of Directors has appointed Mr. Atul Desai and Mr. M. K. Tandon as independent directors at their meeting held on 29th May 2014 for a period of five years and Ms. Mala Todarwal as an independent woman director at their meeting held on 1st August 2014 for a period of two years.

Board has recommended re-appointment of the aforesaid retiring directors and appointment of independent directors.

AUDIT COMMITTEE

The Audit Committee consists of the following 3 Non-Executive Directors

a. Raj Kumar Jain - Chairman

b. Atul Desai - Member, independent

c. M.K.Tandon - Member, independent

PUBLIC DEPOSITS

The Company has not accepted deposits during the year within the meaning of Section 58A of the Companies Act, 1956 read with The Companies (Acceptance of Deposit) Rules, 1975.

AUDITORS

Your Company''s Auditors, M/s. MGB & Co, Chartered Accountants retire at the ensuing Annual General Meeting and being eligible, have given their consent to act as auditors of the Company. Members are requested to consider their reappointment as the Auditors of the Company for the three years and to fix their remuneration.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is annexed hereto as a part of this Report. Management Discussion and Analysis Statement is separately given in the Annual Report. A certifcate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as prescribed under Clause 49 of the Listing Agreement is attached to this report.

AUDITORS'' REPORT

Please refer to Auditors'' Observations/ Qualifications and in relation thereto the Board of directors'' state as under:

Auditors have qualified report under para ''''Basis for qualified opinion'''' drawing attention to Note no. 30 of notes to the accounts and state that the Company is in the process of executing document to transfer Land to the name of the Company. The Company is in possession of Land without any interference for more than 12 years. In view of the above, the Board is of the view that no adjustment to the amounts as mentioned in note no. 30 is necessary.

COST AUDIT REPORT

Due date of fling of the Cost audit report for the Financial year 2013-14 as submitted by M/S. Kishore Bhatia & Associates, Cost Accountant is 27th September 2014.

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

In terms of the above Rules, your Directors are pleased to give the particulars as prescribed therein in the Annexure, which forms a part of the Directors'' Report.

PARTICULARS OF EMPLOYEES

As per the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered office of the Company.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express gratitude for valuable assistance and co-operation extended to the Company by Financial Institutions, Commercial Banks and other authorities. Your directors also wish to place on record their sincere appreciation of the dedicated services, hard work, solidarity and profuse support by all the employees of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS B. A. Kale R.R.Mandawewala Executive Director Director

Mumbai, Date: 1st August 2014


Mar 31, 2013

To , The Members of WELSPUN SYNTEX LIMITED,

The Directors are pleased to present the Thirtieth Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March 2013.

FINANCIAL RESULTS

(Rs. in Lacs) 2012-13 2011-12

Gross Profit before Depreciation and Finance Expenses 4948.19 4151.81

Less: Finance Expenses 1864.70 1734.19

Depreciation 1481.03 1261.27

Profit/(Loss) before tax 1602.46 1156.35

Less – Current Tax – Current year 318.19 231.36

Earlier period 0 0

Add – MAT credit entitlement (318.19) (231.36)

Add/(Less) – Fringe Benefit Tax (0.89)

Profit/ (Loss) after tax 1602.46 1157.24

OPERATIONS

During the year under review, Net sales and services and Gross Profit before Interest and Depreciation were of Rs. 77611.82 Lacs and Rs. 4948.19 Lacs respectively as compared to Rs. 61155.05 Lacs and Rs. 4151.81 Lacs respectively for the previous year. Net sales and services of the Company and Gross Profits have thus increased by 26.90% and 19.18% respectively over the previous year.

Exports during the financial year 2012-13 were of Rs. 21335.30 Lacs as compared to Rs. 14236.46 Lacs during the previous year, registering increase by 49.86%.

Power cost is increased due to increase in power tariff both in Palghar, Maharashtra as well as at Rakholi, Silvassa. Interest cost has been increased due to rise in rate of interest and increase in borrowing for working capital. Foreign exchange difference losses were of Rs. 115.59 Lacs during the financial year 2012-13 in view of fluctuation in foreign exchange. The Company has developed market for carpet yarn, yarn for Bath rugs, and spandex covered yarn for denim industry.

EXPANSION

The Company is under major expansion at total capital outlay of Rs. 168.37 Crores so as to increase capacity of texturised yarn, spinning capacity of POY/FDY/mother yarn splitting (mother yarn-polyester) capacities, Dyed texturised yarn and introducing BCF (Bulk Continuous Filament) Yarn which is useful for making Carpets.

DIRECTORS'' RESPONSIBILITY STATEMENT

i. In the preparation of the annual accounts, applicable accounting standards have been followed, with proper disclosure of any departures.

ii. The accounting policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2013 and of the profit or loss of the Company for that period.

iii. That the directors 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.

iv. That the directors have prepared the accounts on a going concern basis.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Bhalchandra Anant Kale and Shri M.K. Tandon, the directors of the Company retire by rotation at the 30th Annual General Meeting and being eligible have offered themselves for reappointment.

Board has recommended re-appointment of the aforesaid directors.

AUDIT COMMITTEE

The Audit Committee consists of the following 3 Independent Non-Executive Directors

a. Raj Kumar Jain - Chairman

b. Atul Desai - Member

c. M.K.Tandon - Member

PUBLIC DEPOSITS

The Company has not accepted deposits during the year within the meaning of Section 58A of the Companies Act, 1956 read with The Companies (Acceptance of Deposit) Rules, 1975.

AUDITORS

Your Company''s Auditors, M/s. MGB & Co, Chartered Accountants retire at the ensuing Annual General Meeting and being eligible, have given their consent to act as an Auditors of the Company. Members are requested to consider their reappointment as the Auditors of the Company for the current year and to fix their remuneration.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is annexed hereto as a part of this Report. Management Discussion and Analysis Statement is separately given in the Annual Report. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as prescribed under Clause 49 of the Listing Agreement is attached to this report.

AUDITORS'' REPORT

Please refer to Auditors'' Observations/ qualifications and in relation thereto the Board of directors'' state as under:

i) Auditors have qualified report under para "Basis for qualified opinion" drawing attention to Note no. 29 of notes to the accounts and state that the Company is in the process of executing document to transfer Land to the name of the Company. The Company is in possession of Land without any interference for more than 12 years.In view of the above, the Board is of the view that no adjustment to the amounts as mentioned in note no 29, is necessary,

ii) We refer to para (iv) of Annexure to Auditors Report and state that appropriate action shall be taken to strengthen internal control system pertaining to fixed assets.

COST AUDITOR

The Company has appointed M/S. Kishore Bhatia & Associates, Cost Accountant as a Cost auditor pursuant to order issued by Ministry of Corporate affairs, cost audit branch dated 6th November 2012. Due date of filing the report is 27th September 2013.

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

In terms of the above Rules, your Directors are pleased to give the particulars as prescribed therein in the Annexure, which forms a part of the Directors'' Report. Form B relating to research and technology, absorption being nil is not attached.

Foreign exchange used and earning is mentioned below: Used: Rs. 19218.70 Lacs (Rs. 9219.55 Lacs) Earning: Rs.18702.00 Lacs (Rs.13720.08 Lacs)

PARTICULARS OF EMPLOYEES

As per the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express gratitude for valuable assistance and co-operation extended to the Company by Financial Institutions, Commercial Banks and other authorities. Your Directors also wish to place on record their sincere appreciation of the dedicated services, hardwork, solidarity and profuse support by all the employees of the Company.

For and on behalf of the Board of Directors

B. A. Kale R.R.Mandawewala

Executive Director Director

Place : Mumbai,

Date: 22nd May 2013


Mar 31, 2012

To, The Members of WELSPUN SYNTEX LIMITED,

The Directors are pleased to present the Twenty-Ninenth Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March 2012.

FINANCIAL RESULTS AND APPROPRIATIONS

(in Lacs)

2011-12 2010-11

Gross Profit before Depredation and

Finance Expenses 4151.81 3423.13

Less: Finance Expenses 1734.19 1071.62

Depredation 1261.27 1139.47

Profit/(Loss) before tax 1156.35 1212.04

Less-Current Tax-Current year 231.36 241.57

-Earlier period * 0 (69.64)

Add- MAT credit entitlement (231.36) (241.57)

AJd Fringe Benefit Tax (0.89) 0.34

Profit/(Loss) aftertax 1157.24 1281.34

Profit/(Loss) brought forward 965.12 (316.21) Dividend on optionally convertible

cumulative preference shares 590.72 0

Tax on Dividend 95.84 0

Balance carried to Balance Sheet 1435.80 965.12

DIVIDEND

The Board of Directors have recommended dividend including accumulated of Rs.590.72 Lacs on Optionally Convertible Cumulative Preference shares

OPERATIONS

During the year under review, Net sales and services and Gross Profit before Interest and Depreciation were of Rs. 61155.05 Lacs and Rs. 4151.81 Lacs respectively as compared to Rs. 50291.39 Lacs and Rs. 3423.13 Lacs respectively for the previous year. Net sales and services of the Company and Gross Profits has thus increased by 21.60 % and 21.29 % over the previous year.

Exports during the financial year 2011-12 were ofRs. 14236.46 Lacs as compared to Rs. 10401.08 Lacs during the previous year, registering increase by 36.87%.

Power cost increased due to increase in power tariff both in Palghar, Maharashtra as well as at Rakholi, Silvassa. Interest cost increased due to rate of interest and increase in borrowing for working capital. Foreign exchange difference losses were of Rs.344.71 Lacs during the financial year 2011-12 in view of fluctuation in foreign exchange. The Company has developed Panipat market for carpet yarn, yarn for Bath rugs, and spandex covered yarn for denim industry. The Company has been accredited with "BBB" rating {investment grade} by the credit rating agency, CARE. This is as against our earlier rating of "BBB- " {non-investment grade}

EXPANSION

The Company is under major expansion at total capital outlay of Rs. 168.37 Crores so as to increase capacity of texturised yarn, spinning capacity of POY/FDY/mother yarn splitting ( mother yarn-polyester) capacities, Dyed texturised yarn and introducing BCF (Bulk Continuous Filament) Yarn which is useful for making Bath-rugs and Carpets.

DIRECTORS' RESPONSIBILITY STATEMENT

i. In the preparation of the annual accounts, applicable accounting standards have been followed, with proper disclosure of any departures.

ii. The accounting policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31 st March, 2012 and of the profit or loss of the Company for that period.

iii. That the directors 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.

iv. That the directors have prepared the accounts on a going concern basis.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Rajesh R. Mandawewala and Shri R.K. Jain, the directors of the Company retire by rotation at the 29th Annual General Meeting and being eligible have offered themselves for reappointment.

Board has recommended re-appointment of the aforesaid directors.

AUDIT COMMITTEE

Constitution of Audit Committee is mentioned in Corporate Governance Report as enclosed.

The Audit Committee consists of the following 3 Independent Non-Executive Directors

a. Raj Kumar Jain - Chairman

b. Atul Desai - Member

c. M.K.Tandon - Member

PUBLIC DEPOSITS

The Company has not accepted deposits during the year within the meaning of Section 58A of the Companies Act, 1956 read with The Companies (Acceptance of Deposit) Rules, 1975.

AUDITORS

Your Company's Auditors, M/s. MGB & Co, Chartered Accountants retire at the ensuing Annual General Meeting and being eligible, have given their consent to act as an Auditors of the Company. Members are requested to consider their reappointment as the Auditors of the Company for the current year and to fix their remuneration.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is annexed hereto as a part of this Report. Management Discussion and Analysis Statement is separately given in the Annual Report. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as prescribed under Clause 49 of the Listing Agreement is attached to this report.

AUDITORS' REPORT

Please refer to Auditors' Observations/ qualifications and in relation thereto the Board of directors' state as under:

i) Para 4(f) referring Note no. 29 of notes of accounts and state that the Company is in the process of executing document to transfer Land to the name of the Company. The Company is in possession of Land without any interference for more than 12 years in respect of Rakholi land.

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

In terms of the above Rules, your Directors are pleased to give the particulars as prescribed therein in the Annexure, which forms a part of the Directors' Report. Form B relating to research and technology, absorption being nil is not attached.

Foreign exchange used and earning is mentioned below: Used: Rs. 9219.55 Lacs (Rs. 6052.67 Lacs)

Earning: Rs. 13720.08 Lacs (Rs. 9773.10 Lacs)

PARTICULARS OF EMPLOYEES

There were no employees covered under the purview of the Section 217 (2A) of the Companies Act, 1956 and the Rule framed thereunder.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express gratitude for valuable assistance and co-operation extended to the Company by Financial Institutions, Commercial Banks and other authorities.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

B. A. Kale R. R. Mandawewala

Executive Director Director

Place : Mumbai,

Date : 23rd May 2012

 
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