Home  »  Company  »  Bhartiya Interna  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Bhartiya International Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 28th Annual Report and the Audited Financial Statements of the Company for the financial year ended 31st March, 2015.

FINANCIAL RESULTS

The financial results of the Company for the financial year ended 31st March, 2015 are as follows:

(Rs. in Lacs)

Sl. Particulars 2014-2015 2013-2014 No.

1. Net Sales /Income from Operations 42394.78 31869.57

2. Other Income 265.09 225.17

3. Total Expenditure 40528.64 30698.24

4. Interest 1385.48 1004.92

5. Gross Profit after Interest 2517.49 1649.89 but before Depreciation & Tax Items

6. Depreciation 386.25 253.40

7. Profit before Tax 2131.24 1396.50

8. Tax Expense 724.48 456.34

9. Net Profit after Tax 1406.76 863.85

10. Paid up Equity Share Capital 1121.38 1106.38

11. Reserves (Excluding 14935.59 13559.04 Revaluation Reserves)

12. Earning Per Share (Basic) Rs. 12.61 7.81

13. Earning Per Share (Diluted) Rs. 12.39 7.77

14. Dividend 10% 10%

PERFORMANCE REVIEW

During the year under review Company achieved a turnover of Rs. 42394.78 Lacs as against Rs. 31869.57 Lacs in the previous year showing an increase of 33.03%. The Net Profit after tax also increased to Rs. 1406.76 as compared to Rs. 863.85 Lacs in the previous year showing an increase of 62.85%.

DIVIDEND

Your Directors have recommended a Dividend of Re.1.00/- per paid-up equity share of Rs. 10/- each (i.e. @ 10%) for the Financial Year ended 31st March, 2015. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

RESERVES

During the period under review an amount of rupees two crores has been transferred to Reserves of the Company.

EMPLOYEES STOCK OPTION PLAN

The Nomination and Remuneration Committee (erstwhile Remuneration and Compensation Committee) of the Board of Directors of the Company, inter alia, administers and monitors the Employees' Stock Option Scheme of the Company in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ('the SEBI Guidelines').

The issuance of equity shares pursuant to exercise of options does not affect the Statement of Profit and Loss of the Company, as the exercise is made at the market price prevailing as on the date of the grant plus taxes as applicable.

The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the shareholders. The certificate would be placed at the Annual General Meeting for inspection by members.

Disclosures as required under clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (the 'SEBI Guidelines') as at 31st March, 2015, are set out in Annexure A to this Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the requirements of the Clause-32 of the Listing agreement with the Stock Exchanges and AS-21, AS-23 and AS-27 presented by ICAI, the Consolidated Financial Statements of the Company and its subsidiaries are annexed and forms part of this Annual Report.

DETAILS AND PERFORMACE OF SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES

Bhartiya Global Marketing Ltd.

It is a global marketing company engaged in export of textile and leather garments. The total revenues of the Company was Rs. 84,27,272/- and the net loss was Rs. 24,74,758/- during the financial year 2014-15.

J&J Leather Enterprises Ltd.

This company is a tannery to support our leather garments and accessories business through conversion of wet blue leather into finished leather. The total revenues of the Company was Rs. 10,79,58,663/- and the net profit after tax was Rs. 34,458/- during the financial year 2014-15.

Bhartiya International SEZ Ltd.

To develop sector specific Special Economic Zone (SEZ) of Leather & Leather Products( It is a joint venture between Bhartiya International Ltd. and Andhra Pradesh Industrial Infrastructure Corporation). The total revenues of the Company was Rs. 3,31,57,388/- and the net profit after tax was Rs. 1,28,96,820/- during the financial year 2014-15.

Bhartiya Fashion Retail Ltd.

The Company had registered a loss of Rs. 25,486/- for the financial year 2014-15.

Ultima S.A. Switzerland

The Company is engaged in marketing and selling of outwears including leather garments and accessories in Europe. The total revenues of the Company was CHF 1,66,71,012 and the net profit was CHF 7,45,258 during the financial year 2014-15.

World Fashion Trade Ltd., Mauritius

This Company is engaged in sourcing of outerwear (including leather, PU Garments, Fashion Accessories) and textile product from China, India and Bangladesh for marketing and selling in European and US markets. The Total revenue of the Company was HK$ 4,54,49,136 and the net profit was HK$ 5,15,851 for calander year 2014.

Ultima Italia SRL, Italy

The Company markets all fashion products including Fur and Leather garments in Italian market through its design and development centre in Italy. The total revenue of the Company was Euro 21,11,443 and the net profit for the financial year 2014-15 was Euro 1 1,329.

BIL Group LLC, USA

This Company operates as a wholesale importer and distributor of leather & textile outwears in US market. The net losses was HK$ 3,257 for the calander year 2014.

New Subsidiary/Associate Company

During the year under review, your company had acquired one company named Design Industry Limited, Hong Kong through its wholly owned subsidiary Ultima S.A.

Design Industry Ltd.

This Company is engaged in sourcing of outerwear (including leather, PU Garments, fashion accessories) and textile product from China and India for marketing and selling in Europe. The total revenue of the Company was HK$ 2,18,02,838 and the net profit was HK$ 4,14,059.

Further the statement containing the salient feature of the financial statement of a Company's subsidiaries and Associate companies as required under first proviso to Sub section (3) of Section 129 of the Companies Act, 2013 is annexed to the annual report at the end.

CORPORATE GOVERNANCE

As required by Clause-49 of Listing Agreement a Report on Corporate Governance along with a Certificate of Corporate Governance from the Auditors is annexed to this Report.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis Report forms part of this Annual Report.

LISTING AGREEMENT

The Company's securities are listed at the following Stock Exchanges in India: -

1. BSE Ltd.

2. The National Stock Exchange of India Ltd.

The Annual Listing fee for the Financial Year 2015-2016 has already been paid to both the above Stock Exchanges.

CASH FLOW STATEMENT

As required by Clause-32 of the Listing Agreement a Cash Flow Statement is annexed and forms part of this Annual Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, forms an integral part of this Report. The same is provided herewith as Annexure B.

DIRECTORS

The Board of Directors had on the recommendation of Nomination and Remuneration Committee appointed Mrs. Annapurna Dixit as Additional Non-Executive Director on September 18, 2014. It is proposed to appoint Mrs. Annapurna Dixit as Independent Director in terms of Section 149 and other applicable provisions of the Companies Act, 2013, for a period until the conclusion of the 31st Annual General Meeting of the Company to be held in the calander year 2018.

Due notice under Section 160 of the Act has been received from Member of the Company proposing the appointment of Mrs. Annapurna Dixit as an Independent Director of the Company at this Annual General Meeting.

The Company has received declaration from Mrs. Annapurna Dixit confirming that she meets with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has further received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Ms. Jaspal Sethi, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

During the year under review, Mr. V K. Chopra resigned as a Director of the Company with effect from June 19, 2014, since the revised Clause 49 of the Listing Agreement places restrictions on the directorships that an individual can serve as Independent Director in Listed Companies. The Board has placed on record its appreciation for the services rendered by Mr. V. K. Chopra during his tenure as a Director.

The details of Directors being recommended for appointment/re-appointment as required in clause 49 of the Listing Agreement are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company.

Appropriate Resolution(s) seeking your approval to the appointment/re-appointment of Directors are also included in the Notice.

KEY MANAGERIAL PERSONNEL

During the year under review, the Company has appointed following persons as Key Managerial Personnel:

Sl.No. Name of the person Designation

1 Mr. Snehdeep Aggarwal Managing Director

2 Mr. Manoj Khattar Chief Financial Officer

3 Ms. Shilpa Budhia Company Secretary

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a structured questionnaire was prepared in the terms of the Board Evaluation Policy. The questionnaire was prepared after taking into consideration of the various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Managing Director and Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2014-15, six Board Meetings of the Company were held. The details of the Meetings of the Board held during the Financial Year 2014-15 forms part of the Corporate Governance report.

COMMITTEES

The details of the composition of Committees, terms of reference and numbers of Meetings held during the financial year 2014-15 is provided in the Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTESS OR INVESTMENTS BY COMPANY

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

WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company (www.bhartiyafashion.com).

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down the criteria for selection and appointment of Board members. The details of this policy are explained in the Corporate Governance Report.

RELATED PARTY TRANSACTIONS

All transactions entered with related parties for the year under review were on arm's length basis and in ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in the form AOC-2 is not required. Further, there are no material related party transactions during the year under review with Promoters, Directors or Key Managerial Personnel.

A statement giving details of all the related party transactions are placed before the Audit Committee and Board for review and approval on a quarterly basis.

The Policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company. The web link of the same is www.bhartiyafashion.com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

(a) that in the preparation of the annual accounts for the financial year ended March 31,2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2015 and of the profit of the company for the year ended on that date;

(c) that 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) that the annual accounts have been prepared on a going concern basis;

(e) that 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) that 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.

STATUTORY AUDIT

M/s. Sushil Poddar & Co., Chartered Accountants, (Firm registration No: 014969N) who are the Statutory Auditors of the Company hold office up to the 30th Annual General Meeting. Your directors have recommended their ratification in the ensuing Annual General Meeting.

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

COST AUDIT

For the financial year ended 31st March, 2015 the Company will file the Compliance Report within the due period.

As per the Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable for the Company for the financial year 2015-16.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company had appointed Mr. Ravichandran K., Practicing Company Secretary (CP No. 3207) to undertake the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report is included as Annexure C and forms an integral part of this report.

There is no secretarial audit qualification for the year under review.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has robust system of internal control to provide the reasonable assurance that all information used within the business and for external reporting is adequate.

The Company has in house internal audit function manned by experienced Chartered Accountant reporting into Audit Committee. Pursuant to the provisions of Section 138 of the Companies Act, 2013 the internal audit function is entrusted to our in-house audit team. Risk based internal audits as per audit charter approved by audit committee have been conducted during the year with an objective to ensure the:

* accuracy of financial reporting,

* operating effectiveness,

* safeguarding of Company's assets,

* compliance to the applicable statutes and company policies and procedures

The audit report has been submitted to Audit Committee for consideration. Further, to ensure the completeness the Risk and Control Matrix is maintained for the process audited. With the endeavor to strengthen the internal control mechanism and, accuracy of reporting Company is implementing a ERP specific to the fashion industry.

RISK MANAGEMENT

The Company has formed Risk Management Committe which identifies, assesses and manages risk at strategic, operational and compliance levels, across business units functions and geographics. The board of directors are informed about the risks or opportunities that could have an adverse impact on the Company's operations or to that could be exploited to maximize the gains. The processes and procedures are in place to act in a time bound manner to manage the risks or opportunities. The risk management process is reviewed and evaluated by the board of directors. Bhartiya International's exposure to foreign currency risk is restricted to its imports and exports. These risks are minimized through well-thought-out financial operations, astute treasury management and effective use of hedge options.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As a part of its initiative under the "Corporate Social Responsibility" CSR drive, the Company has undertaken projects in the area of rural development and promoting health care and sanitation. These projects are in accordance with the Schedule VII of the Companies Act, 2013 and the Company's CSR Policy. The report on CSR activities as required under Companies (Corporate Social responsibility Policy) Rules, 2014 is set out as Annexure - D forming part of this report.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

The Company has even devised a Policy on Prevention of Sexual Harassment at workplace with a mechanism of lodging complaints. During the year under review, no complaints were reported to the Board.

HUMAN RESOURCES

Bhartiya's belief in nurturing talent has engrossed in the DNA of the organization so much so that; most of the key initiative taken by us in the last year has revolved around talent and their development. Last year saw the advent of many policies which have a direct impact on the functioning of an organization and that of an individual like Code of Conduct and Prevention of Sexual Harassment policy .

Bhartiya has maintained their philosophy of continuous improvement in acquiring talent, retaining talent and providing a job enriching experience to each individual. Our belief in nurturing fresh talent led us to conceptualize a program to groom the youngsters of today into the leaders of tomorrow. We named this program as the "Budding Leaders". These Budding Leaders brings the fresh thought process and gives a new perspective to look at things at the strategic and operational levels which increases the competitiveness amongst people.

With the expansion in business, we worked out various strategies to acquire the best class of talent, which will help us in building the organization of future.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provision of Section 134(3)(e) of the Companies Act, 2013, read with Rule 8(3), the Companies (Accounts) Rules 2014 for the year ended 31st March 2015 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo is given in the Annexure (E) forming part of this report.

PARTICULARS OF EMPLOYEES:

4 persons employed throughout the year, were in receipt of remuneration of Rs. 60 lac per annum or more amounting to Rs. 3.40 crore and none of the employees employed for the part of the financial year 2015 were in receipt of Rs. 5 lac per month or more.

During the financial year 2014-15, the Company had 246 employees.

The information required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Director's Report for the year ended 31st March, 2015 is given as a separate Annexure to this Report.

The above Annexure is not being sent along with this report to the Members of the Company in line with the provision of Section 136 of the Companies Act, 2013. Members who wish to obtain these particulars may write to the Company Secretary at the registered office of the Company. The aforesaid Annexure is also available for inspection by Members at the registered office of the Company, 21 days before the 28th Annual General Meeting and upto the date of the ensuing Annual General Meeting during the business hours on working days.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold(by himself or along with his spouse and dependent children) more than two percent of the equity shares of the Company.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from to time to time on due dates, to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 8, 2014 (date of last Annual General Meeting) on the Ministry of Corporate Affairs' website.

PUBLIC DEPOSIT

The Company has neither invited/ nor accepted any deposits during the year within the meaning of Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposit) Rules, 2014.

BUSINESS RESPONSIBILITY REPORTING

The Business Responsibility Reporting as required by Clause 55 of the Listing Agreement with the Stock Exchanges is not applicable to your Company for the financial year ending March 31,2015.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes occurred in between the financial year ended on 31st March, 2015 and date of the report of the company which affects the financial position of the company.

ACKNOWLEDGEMENTS:

Your Directors are highly grateful for all the help, guidance and support received from the valued customers, suppliers, vendors, other business associates, various government and local authorities as well as the various Banks.

The Board places on record its appreciation for the devoted and dedicated services rendered by all the employees in taking the Company forward.

For and on behalf of the Board

Snehdeep Aggarwal Ramesh Bhatia New Delhi, 25th May, 2015 Managing Director Director




Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 27th Annual Report and the Audited Financial Statements of the Company for the financial year ended March 31, 2014.

FINANCIAL RESULTS

The financial results of the Company for the financial year ended March 31, 2014 are as follows:

(Rs. in Lacs)

Sl. No. Particulars 2013-2014 2012-2013

1. Net Sales /Income from Operations 31869.56 24730.46

2. Other Income 225.17 225.27

3. Total Expenditure 29439.93 22841.47

4. Interest 1004.91 690.07

5. Gross Profit after Interest but before Depreciation & Tax Items 1649.89 1424.19

6. Depreciation 253.40 200.01

7. Profit before Tax 1396.50 1224.18

8. Tax Expense 456.34 394.61

9. Net Profit after Tax 863.85 829.57

10. Paid up Equity Share Capital 1106.38 1106.38

11. Reserves (Excluding Revaluation Reserves) 13559.04 12822.93

12. Earning Per Share (Basic) Rs. 7.81 7.65

13. Earning Per Share (Diluted) Rs. 7.77 7.62

14. Dividend 10% 10%

PERFORMANCE REVIEW

During the year under review, Company achieved a turnover of Rs.31869.56 Lacs as against Rs. 24730.46 Lacs in the previous year showing an increase of 28.87%. The Net Profit after tax also increased to Rs. 863.85 as compared to Rs. 829.57 Lacs in the previous year.

DIVIDEND

Your Directors have recommended a Dividend of Re.1.00/- per paid-up equity share of Rs. 10/- each (i.e. @ 10%) for the Financial Year ended 31st March, 2014. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

SHARE CAPITAL

During the year under review, there were no changes in the share capital structure of the Company.

EMPLOYEES STOCK OPTION PLAN

The Nomination and Remuneration Committee (erstwhile Remuneration and Compensation Committee) of the Board of Directors of the Company, inter alia, administers and monitors the Employees'' Stock Option Scheme of the Company in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (''the SEBI Guidelines'').

The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the shareholders. The certificate would be placed at the Annual General Meeting for inspection by members.

Disclosures as required under clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (the ''SEBI Guidelines'') as at March 31, 2014, are set out in Annexure A to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

i) in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

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 affairs of the Company as at March 31, 2014 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; and

iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

DIRECTORS

Mr. Snehdeep Aggarwal and Mr. A. K. Gadhok hold office as Managing Director and Whole Time Director, till March 31, 2014 respectively. The Board on the recommendation of the Remuneration and Compensation Committee (now Nomination and Remuneration Committee) had re-appointed them with effect from April 1, 2014 for a further period of 5 years. Approval of Shareholders is being sought for their re-appointment and remuneration.

Mr. Ramesh Bhatia, Mr. Sandeep Seth and Mr. Shashank retire by rotation at the ensuing Annual General Meeting under the erstwhile applicable provisions of section 255 and 256 of the Companies Act, 1956.

With the notification of section 149 of the Companies Act, 2013 and other applicable provisions of the Act, Mr. Sandeep Seth and Mr. Shashank being eligible and offering themselves for re-appointment, are proposed to be appointed as Independent Directors in terms of section 149 and other applicable provisions of the Companies Act, 2013, to hold office for 3 (three) consecutive years for a term upto the conclusion of the 30th Annual General Meeting of the Company in the calandar year 2017.

Further, the Board of Directors of your Company is seeking appointment of all other/remaining independent directors (who were appointed as Directors pursuant to the provisions of Companies Act, 1956 with their period of office liable to determination by retirement of directors by rotation and were independent in terms of clause 49 of the Listing Agreement) as independent directors in terms of section 149 and other applicable provisions of the Companies Act, 2013, to hold office for 3 (three) consecutive years for a term upto the conclusion of the 30th Annual General Meeting of the Company in the calandar year 2017.

Due notices under section 160 of the Act have been receivedfrom Members of the Company proposing the appointment of all independent directors of the Company at this Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Further, in terms of Section 152 of the Companies Act, 2013, Mr. Ramesh Bhatia, being eligible, has offered himself for being re-appointed as Director.

The details of Directors being recommended for appointment/ re-appointment as required under clause 49 of the Listing Agreement are contained in the accompanying Notice convening the ensuing Annual General Meeting ofthe Company.

Appropriate Resolution(s) seeking your approval for the appointment/ re-appointment of Directors are also included in the Notice.

CORPORATE GOVERNANCE

As required under clause-49 of Listing Agreement a Report on Corporate Governance along with a Certificate of Corporate Governance from the Auditors is annexed to this Report.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis Report forms part of this Annual Report.

SUBSIDIARY COMPANIES

As required under the provisions of Section 212 of the Companies Act, 1956, the Audited Accounts together with Directors'' Report and Auditors'' Report of the Subsidiary Companies are appended and form part of the Annual Report. The statement pursuant to Section 212 of the Companies Act, 1956 is annexed to this Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the requirements of the Clause-32 of the Listing agreement with the Stock Exchanges and AS-21 presented by ICAI, the Consolidated Financial Statements of the Company and its subsidiaries are annexed and forms part of this Annual Report.

LISTING AGREEMENT

The Company''s securities are listed at the following Stock Exchanges in India: -

1. BSE Limited

2. The National Stock Exchange of India Limited

The Annual Listing fee for the Financial Year 2014- 2015 has already been paid to both the above Stock Exchanges.

PUBLIC DEPOSIT

The Company has neither invited/ nor accepted any deposits during the year within the meaning of Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposit) Rules, 1975.

CASH FLOW STATEMENT

As required by Clause-32 of the Listing Agreement a Cash Flow Statement is annexed and forms part of this Annual Report.

AUDITORS AND AUDITORS'' REPORT

The Auditors of the Company, M/s. Sushil Poddar & Co., Chartered Accountants hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

COST AUDITORS

For the financial year ended 31st March, 2014 the Company will file the Compliance Report within the due period.

For the financial year 2014 -2015 the Board of Directors have recommended M/s. Ajay Kumar Singh & Co. as Cost Auditors of the Company. The remuneration of the Cost Auditor is subject to ratification by the shareholders in the ensuing AGM.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provision of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo is given in the Annexure (B) forming part of this report.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the annexure (c) to the Directors'' Report. Having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such particulars may write to the Company Secretary of the Company.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from to time to time on due dates, to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 23, 2013 (date of last Annual General Meeting) on the Ministry of Corporate Affairs'' website.

ACKNOWLEDGEMENTS:

The Board of Directors are highly grateful for all the help, guidance and support received from the valued customers, suppliers , vendors, other business associates, various government and local authorities as well as the various Banks.

The Board places on record its appreciation for the devoted and dedicated services rendered by all the employees in taking the Company forward.

For and on behalf of the Board

Snehdeep Aggarwal Ramesh Bhatia

New Delhi, 27th May, 2014 Managing Director Director


Mar 31, 2013

The Directors have pleasure in presenting the 26th Annual Report and the Audited Financial Statements of the Company for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

The financial results of the Company for the financial year ended March 31, 2013 are as follows:

(Rs. in Lacs)

Sl. No. Particulars 2012-2013 2011-2012

1. Net Sales/Income from Operations 24730.46 20737.51

2. Other Income 225.27 232.35 3. Total Expenditure 22841.47 19109.03

4. Interest 690.07 556.03

5. Gross Profit after Interest but before Depreciation & Tax Items 1424.19 1304.80

6. Depreciation 200.01 162.95

7. Profit before Tax 1224.18 1141.85

8. Tax Expense 394.61 404.94

9. Net Profit after Tax 829.57 736.91

10. Paid up Equity Share Capital 1106.38 1046.38

11. Reserves (Excluding Revaluation Reserves) 12822.93 11829.77

12. Earning Per Share (Basic) Rs. 7.65 7.33

13. Earning Per Share (Diluted) Rs. 7.62 7.33

14. Dividend 10% 10%

PERFORMANCE REVIEW

During the year under review Company achieved a turnover of Rs. 24730.46 Lacs as against Rs. 20737.51 Lacs in the previous year showing an increase of 19.25%. The Net Profit after tax also increased to Rs. 829.57 Lacs as compaired to Rs. 736.91 Lacs in the previous year.

DIVIDEND

Your Directors have recommended a Dividend of Rs.1.00/- per paid-up equity share of Rs. 10/- each (i.e. @ 10% ) for the Financial Year ended 31st March, 2013.

SHARE CAPITAL

During the year under review the Company allotted 6,00,000 Equity Shares to warrant holders on exercising the right attached to the warrants as a result paid-up Equity Share Capital of the Company has increased to Rs.110638480/- EMPLOYEES STOCK OPTION PLAN

With the objective of motivating and retaining key talent in the organization and fostering ownership, your Company has framed the Employees Stock Option Plan 2012( ESOP-2012). No options were approved for grant during the Financial Year 2012-2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

a. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

b. Appropriate accounting policies have been selected and applied consistently, and have 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 31st March, 2013 and of the profit of the Company for the financial year ended 31st March, 2013.

c. Proper and sufficient care has been taken 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.

d. The annual accounts have been prepared on a "going concern" basis.

DIRECTORS

Ms. Jaspal Sethi , Whole- Time Director is re-appointed w.e.f. 1st August, 2013 . Approval of Shareholders is being sought to the re-appointment and remuneration payable to her.

Mr. V.K. Chopra, Additional Director holds office till the conclusion of the ensuing Annual General Meeting. The Company has received notice from the shareholder together with requisite deposit as required under the provisions of section 257 of the Companies Act,1956 proposing his candidature for the office of Director, liable to retire by rotation.

Mr. C. L. Handa, Mr. A. K. Gadhok and Mr. Nikhil Aggarwal retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Details of all the Directors seeking re-appointment as required under Clause 49 of the Listing Agreements entered into with the Stock Exchanges are provided in the Corporate Governance Report forming part of this Report

CORPORATE GOVERNANCE

As required by Clause-49 of Listing Agreement a Report on Corporate Governance along with a Certificate of Corporate Governance from the Auditors is annexed to this Report.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis Report forms part of this Annual Report.

SUBSIDIARY COMPANIES

As required under the provisions of Section 212 of the Companies Act, 1956, the Audited Accounts together with Directors'' Report and Auditors'' Report of the Subsidiary Companies are appended and form part of the Annual Report. The statement pursuant to Section 212 of the Companies Act, 1956 is annexed to this Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the requirements of the Clause-32 of the Listing agreement with the Stock Exchanges and AS-21 presented by ICAI, the Consolidated Financial Statements of the Company and its subsidiaries are annexed and forms part of this Annual Report.

LISTING AGREEMENT

The Company''s securities are listed at the following Stock Exchanges in India: -

1. The Bombay Stock Exchange Ltd.

2. The National Stock Exchange of India Limited

The Annual Listing fee for the Financial Year 2013- 2014 has already been paid to both the above Stock Exchanges.

PUBLIC DEPOSIT

The Company has neither invited/nor accepted any deposits during the year within the meaning of Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposit) Rules, 1975.

CASH FLOW STATEMENT

As required by Clause-32 of the Listing Agreement a Cash Flow Statement is annexed and forms part of this Annual Report.

AUDITORS AND AUDITORS'' REPORT

The Auditors of the Company, M/s Sushil Poddar & Co., Chartered Accountants hold office until the conclusion of this Annual General Meeting, and being eligible offer themselves for reappointment. They have furnished a certificate that their reappointment if made shall be within the statutory limits specified in Section 224(1B) of the Companies Act, 1956.

The Auditors observations in the Audit Report have been explained by the Company in detail in Notes to the Financial Statements which forms part of the Annual Report.

COST AUDITORS

For the financial year ended 31st March, 2012 the Compliance Report had been filed by the due date with the Cost Audit Branch of the Ministry of Corporate Affairs.

For the financial year 2013-2014 the Board of Directors have appointed M/s Ajay Kumar Singh & Co. as Cost Auditors of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provision of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo is given in the annexure (A) forming part of this report.

PARTICULARS OF EMPLOYEES:

During the year no employee whether employed for the whole year or part of the year, was drawing remuneration exceeding the limits as laid down under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

ACKNOWLEDGEMENTS:

The Board of Directors are highly grateful for all the help, guidance and support received from the valued customers, suppliers , vendors, other business associates, various government and local authorities as well as the various Banks.

The Board places on record its appreciation for the devoted and dedicated services rendered by all the employees in taking the Company forward.

For and on behalf of the Board

Snehdeep Aggarwal Ramesh Bhatia

New Delhi, 29th May, 2013 (Managing Director) (Director)


Mar 31, 2012

The Directors have pleasure in presenting the 25th Annual Report and the Audited Financial Statements of the Company for the financial year ended 31st March, 2012.

FINANCIAL RESULTS

The financial results of the Company for the financial year ended 31st March, 2012 are as follows:

(Rs. in Lacs)

Sl. No. Particulars 2011-2012 2010-2011

1. Net Sales /Income from Operations 20737.51 16733.43

2. Other Income 232.35 199.61

3. Total Expenditure 19109.03 15542.96

4. Interest 556.03 397.70

5. Gross Profit after Interest but . before Depreciation & Tax Items 1304.80 992.38

6. Depreciation 162.95 143.32

7. Profit before Tax 1141.85 849.06

8. Tax Expense 404.94 294.83

9. Net Profit after Tax 736.91 554.23

10. Paid up Equity Share Capital 1046.38 946.38

11. Reserves (Excluding Revaluation Reserves) 11829.77 10823.45

12. Earning Per Share (Basic) Rs. 7.33 6.39

13. Earning Per Share (Diluted) Rs. 7.33 6.21

14. Dividend 10% 10%

PERFORMANCE REVIEW

During the year under review, the Company achieved a turnover of Rs. 20737.51 Lacs as against Rs. 16733.43 Lacs in the previous year registering an increase of 23.92%. Gross profit after interest but before depreciation and tax has increase to Rs. 1304.80 Lacs as compared to Rs. 992.38 Lacs in the previous year. Net profit after Tax has increase to Rs. 736.91 Lacs from Rs. 554.23 in the previous year, showing an increase of 32.96 %.

DIVIDEND

Your Directors have recommended a Final Dividend of Rs.1.00/- i.e. @ 10% per paid-up equity share of Rs. 10/- each for the financial year ended 31st March, 2012.

SHARE CAPITAL Authorized Share Capital

During the year the authorized share capital of the Company was increased from Rs. 170,000,000/- (Rupees Seventeen Crores) to Rs. 250,000,000/- (Rupees Twenty Five Crores) divided into 20,000,000 Equity Shares of Rs.10/- each and 500,000 Preference Shares of Rs. 100/- each.

Issued and paid-up Share Capital

During the year under review the Company allotted 1,000,000 Equity Shares to warrant holders on exercising the right attached to the warrants as a result paid-up Equity Share Capital of the Company has increased to Rs.104,638,480/-

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

a. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

b. Appropriate accounting policies have been selected and applied consistently, and have 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 31st March, 2012 and of the profit of the Company for the financial year ended 31st March, 2012.

c. Proper and sufficient care has been taken 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.

d. The Annual Accounts have been prepared on a going concern basis.

DIRECTORS

Mr. A. Sahasranaman, Mr. Shashank and Mr. Ramesh Bhatia retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Details of the Directors seeking re-appointment as required under Clause 49 of the Listing Agreements entered into with the Stock Exchanges are provided in the Corporate Governance Report forming part of this Report.

CORPORATE GOVERNANCE

As required by Clause-49 of the Listing Agreement a Report on Corporate Governance along with a Certificate of Corporate Governance from the Auditors is annexed to this Report.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis Report forms part of this Annual Report.

SUBSIDIARY COMPANIES

As required under the provisions of Section 212 of the Companies Act, 1956, the Audited Accounts together with Directors' Report and Auditors' Report of the Subsidiary Companies are appended and form part of the Annual Report. The statement pursuant to Section 212 of the Companies Act, 1956 is annexed to this Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the requirements of the Clause-32 of the Listing agreement with the Stock Exchanges and AS-21 presented by ICAI, the Consolidated Financial Statements of the Company and its subsidiaries are annexed and forms part of this Annual Report.

LISTING AGREEMENT

The Company's securities are listed at the following Stock Exchanges in India: -

1. The Bombay Stock Exchange Limited

2. The National Stock Exchange of India Limited

The Annual Listing fee for the Financial Year 2012 - 2013 has already been paid to both the above mentioned Stock Exchanges. PUBLIC DEPOSIT

The Company has neither invited/ nor accepted any deposits during the year within the meaning of Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposit) Rules, 1975.

CASH FLOW STATEMENT

As required by Clause-32 of the Listing Agreement a Cash Flow Statement is annexed and forms part of this Annual Report. AUDITORS AND AUDITORS' REPORT

The Auditors of the Company, M/s Sushil Poddar & Co., Chartered Accountants hold office until the conclusion of this Annual General Meeting, and being eligible offer themselves for reappointment. They have furnished a certificate that their reappointment if made shall be within the statutory limits specified in Section 224(1B) of the Companies Act, 1956.

The Auditors observations in the Audit Report have been explained by the Company in detail in Notes to the Financial Statements which forms part of the Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provision of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo is given in the annexure (A) forming part of this report.

PARTICULARS OF EMPLOYEES:

During the year no employee whether employed for the whole year or part of the year, was drawing remuneration exceeding the limits as laid down under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude to the valued customers, suppliers, bankers and shareholders for the assistance, co-operations and encouragement they extended to the Company.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all the employees of the Company resulting in the successful performance of the Company during the year.

For and on behalf of the Board

Snehdeep Aggarwal Ramesh Bhatia New Delhi, 30th May, 2012 Managing Director Director


Mar 31, 2010

The Board of Directors takes pleasure in presenting the 23rd Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs. in Lacs)

SI.

No. Particulars 2009-2010 2008-2009

1. Net Sales/Income from Operations 17898.72 15350.05

2. Other Income 92.83 (171.40)

3. Total Expenditure 16511.75 13852.84

4. Interest 508.44 605.31

5. Gross Profit after Interest but before Depreciation & Taxes Items 971.36 720.50

6. Depreciation 128.13 97.83

7. Exceptional Items: Provision for diminution in value of Investments - 81.25

8. Profit before Tax 843.23 541.42

9. Tax Expense 299.75 269.76

10. Net Profit after Tax 543.48 271.66

11. Paid up Equity Share Capital 866.38 786.38

12. Reserves (Excluding Revaluation Reserves) 10115.21 9408.76

13. Earning Per Share (Basic) Rs. 6.89 3.45

14. Earning Per Share (Diluted) Rs. 6.53 3.45

15. Dividend 10% 10%

PERFORMANCE REVIEW

During the year under review the Company achieved a turover of Rs. 17898.72 Lacs against Rs. 15350.05 Lacs in the previous year registering an increase 16.60%. Gross Profit after interest but before depreciation and tax has increase to Rs. 971.36 Lacs as compared to Rs. 720.50 Lacs in the previous year. Net Profit after tax has also increased to Rs. 543.48 Lacs from Rs. 271.66 in the previous year.

DIVIDEND

Your Directors have recommended a Final Dividend of Rs. 1.00/- i.e. @ 1 0% per paid-up equity share of Rs. 10/- each for the year ended 31st March, 2010.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

a. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

b. Appropriate accounting policies have been selected and applied consistently, and have 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 31st March, 2010 and of the profit of the Company for the financial year ended 31st March, 2010.

c. Proper and sufficient care has been taken 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.

d. The annual accounts have been prepared on a going concern basis.

DIRECTORS

Mr. Nikhil Aggarwal , Mr. Shashank and Mr. A. Sahasranaman retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Details of the Directors seeking re-appointment as required under Clause 49 of the Listing Agreements entered into with the Stock Exchanges are provided in the Corporate Governance Report forming part of this Report

CORPORATE GOVERNANCE

As required by Clause-49 of Listing Agreement a Report on Corporate Governance along with a Certificate of Corporate Governance from the Auditors is annexed to this Report.

MANAGEMENT DISCUSSION & ANALYSIS

The Report as required by Clause - 49 of the Listing Agreement is annexed herewith.

SUBSIDIARY COMPANIES

As required under the provisions of Section 212 of the Companies Act, 1956, the Audited Accounts together with Directors Report and Auditors Report of the Subsidiary Companies are appended and form part of the Annual Report. The statement pursuant to Section 212 of the Companies Act, 1956 is annexed to this Report.

Consolidated Accounts

In accordance with the requirements of the Clause-32 of the Listing agreement with the Stock Exchanges and AS-21 pre- sented by ICAI, the Consolidated Accounts of the Company and its subsidiaries are annexed and forms part of this Annual Report.

LISTING AGREEMENT

The Companys securities are listed at the following Stock Exchanges in India: -

1. The Bombay Stock Exchange Ltd.

2. The National Stock Exchange of India Ltd.

The Annual Listing fee for the Financial Year 2010-2011 has already been paid to both the above Stock Exchanges.

PUBLIC DEPOSIT

The Company has neither invited/ nor accepted any deposits during the year within the meaning of Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposit) Rules, 1975.

CASH FLOW STATEMENT

As required by Clause-32 of the Listing Agreement a Cash Flow Statement is annexed and forms part of this Annual Report.

AUDITORS

The Auditors of the Company, M/s Sushil Poddar & Co., Chartered Accountants hold office until the conclusion of this Annual General Meeting, and being eligible offer themselves for reappointment. They have furnished a certificate that their reap- pointment if made shall be within the statutory limits specified in Section 224(1 B) of the Companies Act, 1956.

The Auditors observations in the Audit Report have been explained by the Company in detail in Notes to the Account which forms part of the Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provision of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo is given in the annexure (a) forming part of this report.

PARTICULARS OF EMPLOYEES

During the year no employee whether employed for the whole year or part of the year, was drawing remuneration exceeding the limits as laid down under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employ- ees) Rules, 1975, as amended.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their appreciation for the co-operation and unstinted support received from the valued customers, suppliers, bankers and shareholders whom the Company regards as partners in progress.

Yours Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by all employees of the Company.



For and on behalf of the Board

Snehdeep Aggarwal Ramesh Bhatia

New Delhi, 29th May, 2010 Managing Director Director



 
Subscribe now to get personal finance updates in your inbox!