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Directors Report of Chandni Textiles Engineering Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 29th Annual Report together with Audited Financial Statements for the year ended 31st March, 2015:

1. Financial Results: In Lacs

2014-2015 2013-2014

Revenue from operations 2633.25 1323.60

Other Income 116.68 89.00

Total Revenue 2749.93 1412.60

Profit before depreciation, (93.08) 60.30 finance co sts & tax

LessDepreciation 32.22 21.30

Finance Costs 8.81 4.19

Profit before tax & (134.11) 34.80 exceptional items

Less Exceptional ite ms 141.58 16.45

Profit before tax 7.47 18.35

Tax Expense _

Current tax 0.00 0.00

Deferred tax 1.51 6.20

Wealth tax 0.13 0.00

Profit after t ax 5.83 12.15

Balance brought forward 23.78 11.63 from previous year

Less : - Adjustments 1.85 21.93 relating to fixed assets

Balance carried to 27.76 23.78 balance sheet

2. Results of Operation and State of Company's Affairs

During the year under review, the turnover of the company has increased to Rs. 2633.25 lacs in the current year from Rs. 1323.60 in the last year. The Profit before tax has decreased from Rs. 18.35 lacs in the previous year to Rs. 7.47 lacs in the current year. The Net Profit decreased from Rs. 12.15 lacs in the previous year to Rs. 5.83 in the current year. A detailed analysis of performance for the year has been covered in the Management Discussion and Analysis, which forms part of the Annual Report.

No material changes and commitments have occurred after the close of the year till the date of this Report, which affects the financial position of the Company.

There has not been any change in the nature of business of the company.

3. Dividend

In order to conserve the resources of Company, your Directors do not recommend any dividend.

4. Transfer to Researves

An Amount of Rs. 27.76 lacs is proposed to be retained in Profit & Loss Account.

5. Management's Discussion and Analysis Report

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

6. Directors Responsibility Statement

Pursuant to Section 134(3) (c) of the Companies Act, 2013 with respect to Director's Responsibility Statement, it is hereby confirmed that in the preparation of the Annual Accounts:

a. The applicable accounting standards had been followed along with proper explanation relating to material departures have been given;

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the 31st March, 2015 and of its profit for the year;

c. 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 annual accounts have been prepared on a going concern basis;

e. The directors have laid down internal financial controls to be followed by the Company. Internal Financial Controls are adequate and were operating effectively;

f. Proper Systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

7. Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under the Listing Agreement forms part of this Annual Report. The requisite certificate from Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

8. Internal Financial Controls

The Company has in place adequate internal financial controls with reference to the financial statements. During the year no reportable material weakness in the design or operation were observed.

9. Risk Management

The Board has been entrusted with the responsibility to oversee and approve the Company's enterprise wide risk management framework and oversee that all the risks that the organization faces have been indentified and assessed. The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

10. Directors and Key Managerial Personnel

I. Retirement by Rotation

In accordance to the provisions of section 152 (6) of Companies Act, 2013 and the Articles of Association of the Company, Mrs. Amita J. Mehta, Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offer herself for re-appointment. The Board recommends her re-appointment.

ii. Independent Directors

The Independent Directors have submitted their declaration of independence, as required pursuant to provisions of section 149 (7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section 6.

iii. Profile of Director Seeking re-appointment

As required under clause 49 of the Listing Agreement, particulars of a Director retiring by rotation and seeking re-appointment as Director at the ensuing Annual General Meeting is annexed to the notice is convening 29th Annual General Meeting.

iv. Key Managerial Personnel

The following persons were designated/ appointed as Key Managerial Personnel during the year:

1) Mr. Jayesh R Mehta, Chairman and Managing Director

2) Mr. Shailesh P Sankav, Chief Financial Office

3) Ms. Gayatri Valan, Company Secretary

v. Board Evaluation

During the year, the Board has carried out evaluation of its performance, its committees and individual directors, including the Chairman of the Board. The Board has evaluated the composition of Board, its Committees, experience and expertise, performance of obligations etc. Performance of individual Directors and the Board Chairman was also carried out in terms of attendance, contribution to the meetings, timely availability of the documents/agenda etc. Directors were satisfied with the evaluation on different criteria.

vi. Familiarization Programme

The details of programmes for familiarization of Independent Directors with the Company, their roles, responsibilities in the Company and related matters are put up on the website of the company at the link http://www.cteil.com/pdf/Familiarization%20Program%20of%20Independent%20 Directors.pdf

Vii.Nomination of Remuneration Policy

The Objective of the Policy

a. To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

b. To determine remuneration based on the Company's size and financial position and trends and practices on remuneration prevailing in peer companies.

c. To carry out evaluation of the performance of Directors

d. To retain, motivate and promote talent and to ensure long term sustainability of talenrted managerial persons and create competitive advantage.

11. Auditors and Auditors Report

M/s Chandan Parmar & Co., Chartered Accountants, Statutory Auditors of the Company, holds office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that if re-appointed it would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Board has duly reviewed the Statutory Audit Report on the Accounts. The observations and comments, appearing in the Auditors' Report are self explanatory and do not call for any further clarification/ comments. The Auditors report does not contain any qualification, reverse or adverse remark.

12. Secretarial Auditor

Pursuant to provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s Ajay Anil Thorat & Associates, Company Secretaries, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the financial year 2014-2015. The Secretarial Audit Report is annexed herewith marked as Annexure I to this Report. The Board has duly reviewed the Secretarial Audit Report and the observations and comments, appearing in the report are self explanatory.

Clarifications on comments by Secretarial Auditor

a) The Company has an Internal Auditor.

b) Pending clarification of rules, there was a delay in filing Form MGT- 15. The said form will be filed by paying the prescribed fees.

c) The Company will look into the matter regarding satisfaction of charge at the earliest.

d) Managing Director was duly appointed for a term of five years vide special resolution dated 26th September, 2012 at the Annual General Meeting. Due to the enactment of the New Companies Act, 2013, the Company will included the resolution for appointment of Managing Director in this year's notice convening the 29th Annual General Meeting for shareholders approval.

e) The adoption of new set of Articles of Association pursuant to Companies Act, 2013 will be considered by way of Postal Ballot. As all the provisions of the Companies Act, 2013 were not notified, the company decided to prolong the process.

f) The Board of Directors had passed a resolution for investment of funds of the Company as per the Companies Act, 1956 however due to the enactment of Companies Act, 2013, a fresh board resolution was passed on 13.02.2015 ratifying the investments done with effect from 1.04.2014.

g) Company will take proper care to mention the DIN in all concerned documents.

h) The form for Appointment of Secretarial Auditor will be filed by paying the prescribed fees.

I) The Company already had Mr. Shailesh Sankav as Vice-President Finance who was incharge of the Financial Operations in the Company; he was re-designated as Chief Financial Officer to comply with the section 203 of the Companies Act. The existing Company Secretary of the Company had resigned and the Company had been searching for a suitable candidate for the post. All reasonable efforts to comply with the provision of the Act were taken. As soon as a suitable candidate was identified, the post was filled.

13. Disclosures

Audit Committee

The Audit Committee comprises of Mr. R.C. Garg as the Chairman and Dr. Bharat Bhatia & Mr. V.G. Joshi as the members. More details on the Committee are given in the Corporate Governance Report.

Vigil mechanism

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The Policy on Vigil Mechanism/ Whistle Blower Policy may be accessed on the Company's website at the link http://www.cteil.com/pdf/Vigil%20Mechanism%20or%20Whistle%20Blower%20Pol icy.pdf.

Meetings of the Board

During the year five Board Meetings were convened and held, the details of which are given in the Corporate Governance Report, which is part of this Annual Report.

Contracts and Arrangements with Related Parties

There were no contracts or arrangements with the related parties except for payment of remuneration to Managing Director and KMP. The Policy on Related Party Transaction may be accessed on the Company's website at the link http://www.cteil.com/pdf/Policy%20on%20Related%20Party%20Transactions%20 Policy.pdf

Particulars of loans, guarantees or investments

No Loans or guarantees have been given by the Company and the details of investments made are given in the notes to the Financial Statements.

14. Conservation of Energy, technology Absorption, Foreign Exchange Earnings and Outgo

a) Conservation of Energy

I. Inspite of not being power intensive, your company enforces strict discipline in reducing power consumption

ii. Idle running of machinery consuming high power is restricted to the loading and unloading cycles of the respective machines.

b) Technology Absorption

Your Company has not imported any technology for manufacture of machinery.

c) Foreign Exchange Earnings and Outgo

FY 2014-15 FY 2013-14

Total Foreign Exchange Outgo 71,31,014 94,36,334

Total Foreign Exchange earned (FOB) 6,21,293 12,41,634

15. Extract of Annual Return

The relevant information in the prescribed form MGT-9 pertaining to annual return is attached to this report as Annexure II.

16. Particulars of Employees and related disclosures

The information required under section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure III.

There are no employees in receipt of the remuneration exceeding the limit prescribed under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

17. General

Yours Directors state that no reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Details relating to Deposits covered under Chapter V of the Companies Act, 2013

b) Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

c) Issue of Sweat Equity Shares or Stock Option to employees of the Company.

d) No significant and material orders were passed by the regulators or courts or tribunals which impacts the going concern of status and Company's operation in future.

Yours directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

18. Acknowledgement

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Members, Company's Bankers HDFC Bank Ltd, Union Bank of India and Bank of India, suppliers, vendors, customers during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

For and on behalf of the Board of Directors Place: Mumbai Jayesh R. Mehta Date: 29th May, 2015 Chairman & Managing Director




Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 28th Annual Report together with Audited Financial Statements for the year ended 31st March, 2014

Performance Highlights :

(in Lacs)

2013-2014 2012-2013

Revenue from operations 1323.60 1867.54

Other Income 89.00 99.51

Total Revenue 1412.60 1967.05

Profit before depreciation, finance costs & tax 60.30 76.39

Less: Depreciation 21.31 14.07

Finance Costs 4.19 6.73

Profit before tax & exceptional items 34.80 55.59

Less : Exceptional items 16.45 52.97

Profit after tax & exceptional items 18.35 2.62

Tax Expense

Current tax 0.00 8.53

* Deferred tax 6.20 (9.69)

Profit after tax 12.15 3.78

Balance brought forward from previous year 11.63 7.85

Balance carried to balance sheet 23.78 11.63

Dividend

In order to conserve the resources, your Directors do not recommend any dividend.

Operations Review

During the year under review, the turnover of the Company has decreased from Rs.1867.54 lacs in the previous year to Rs.1323.60 lacs in the current year. However, the profits before tax have increased from Rs.2.62 lacs in the previous year to Rs.18.35 lacs in the current year. The Velvet manufacturing plant is working at full capacity and the Company proposes to treble the capacity.

Insurance

The Company has made necessary arrangement for adequately insuring its insurable assets.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Out Go:

A) Conservation of Energy:

I) Inspite of not being power intensive, your Company enforces strict discipline in reducing power consumption even for its auxiliary services.

ii) Idle running of machinery consuming high power is restricted to the loading and unloading cycles of the respective machines.

B) Technology Absorption:

Your Company has not imported any technology for manufacture of machinery

C) Foreign Exchange Earnings and out go :

(In Rupees )

FY 2013-14 FY 2011-12

Total Foreign Exchange outgo 94,36,334 2,56,73,626

Total Foreign Exchange earned (FOB) 12,41,634 9,21,659

Employee

There is no employee in receipt of the remuneration exceeding the limit prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975

Directors

Mr. J. R. Mehta, Managing Director of the Company retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for reappointment.

Your Directors recommend the re-appointment Mr J. R. Mehta as a Managing Director of the Company.

Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, the Board of Directors is seeking appointment of Mr. R. C. Garg, Dr. Bharat Bhatia and Mr. V. G. Joshi as Independent Directors for a term of five consecutive years upto the conclusion of the 33rd Annual General Meeting in the calender year 2019. Details of the proposal for appointment of Mr. Garg, Dr. Bhatia and Mr. Joshi are mentioned In statement pursuant to Section 102 of the Compaines Act, 2013 in the Notice of Annual General Meeting. The aforesaid directors fulfill the conditions specified tin the Companies Act, 2013 and rules made thereunder for their appointment as Independent Directors. The Board is of the opinion that their continued association as independent Directors shall immensely benefit the Company. Accordingly, the Board recommends their appointment as independent directors by the shareholders upto the conclusion of the 33rd Annual General Meeting in the calender year 2019.

Information pertaining to these Directors is given in Corporate Governance Section which forms part of this annual report.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that in the preparation of the Annual Accounts :

a) The applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given ;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the 31st March, 2014 and its profit for that year;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The accounts have been prepared on a going concern basis;

Corporate Governance

Our Company has complied with the applicable provisions of Corporate Governance as prescribed in the revised clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report alongwith certificate from M/s. Chandan Parmar & Co, Auditors of the Company.

Auditors

The Auditors M/s. Chandan Parmar & Co retire at the ensuing Annual General Meeting and are eligible for re- appointment.

Acknowledgement

Your Directors thank the Shareholders, Company''s Bankers HDFC Bank Ltd, Union Bank of India and Bank of India, suppliers, valued customers and employees at all levels for their continued co-operation and assistance during the year.

On behalf of the Board

Place : Mumbai Mr. J. R. Mehta, Date : 26th May, 2014 Chairman & Managing Director


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the 27th Annual Report together with Audited Financial Statements for the year ended 31 st March, 2013.

Performance Highlights:

(Rs. in Lacs)



B) Technology Absorption:

Your Company has not imported any technology for manufacture of machinery.

Employee

There is no employee in receipt of the remuneration exceeding the limit prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975

Directors

Mr. R.C. Garg, Director of the Company retires by rotation and is eligible for reappointment which your Directors recommend. Information pertaining to Mr. R. C. Garg is given in Corporate Governance Section which forms part of this annual report.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that in the preparation of the Annual Accounts :

a) The applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given ;

b) 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 31st March, 2013 and its profit for that year;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The accounts have been prepared on a going concern basis;

Corporate Governance

Our Company has complied with the applicable provisions of Corporate Governance as prescribed in the revised clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report alongwith certificate from M/s. Chandan Parmar & Co, Auditors of the Company.

Auditors

The Auditors M/s. Chandan Parmar & Co retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Acknowledgement

Your Directors thank the Shareholders, Company''s Bankers HDFC Bank Ltd, Union Bank of India and Bank of India, suppliers, valued customers and employees at all levels for their continued co-operation and assistance during the year.

On behalf of the Board

Place : Mumbai

Date : 28th May, 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the 26th Annual Report together with Audited Financial Statements for the year ended 31st March, 2012.

Performance Highlights :

(Rs. in Lacs)

2011-2012 2010-2011

Revenue from operations 7336.57 7169.74

Other Income 101.93 106.76

Total Revenue 7438.50 7276.50

Profit before depreciation, finance costs & tax 62.51 630.40

Less : Depreciation 14.06 13.64

Finance Costs 11.64 5.25

Profit before tax & exceptional items 36.81 611.51

Add :Exceptional items 30.11 (6.50)

Profit after tax & exceptional items 66.92 605.01

Tax Expense

- Current tax 25.00 149.00

- Deferred tax 6.18 57.33

- Tax of earlier years (0.81) 0.85

Profit after tax 36.54 397.83

Balance brought forward from previous year (28.69) (426.52)

Balance carried to balance sheet 7.85 (28.69)

Dividend

In order to conserve the resources, your Directors do not recommend any dividend.

Operations Review

During the year under review, the turnover of the Company has increased from Rs.7169.74 lacs in the previous year to Rs.7336.57 lacs in the current year. However, the profits after tax have decreased from Rs.397.83 lacs in the previous year to Rs.36,54 lacs in the current year due to the decrease in turnover of the Engineering Division from Rs.1851.27 lacs in the previous year to Rs. 548.01 lacs in the current year mainly due to high import cost and refurbishing cost.

Insurance

The Company has made necessary arrangement for adequately insuring its insurable assets.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Out Go:

A) Conservation of Energy:

i) Inspite of not being power intensive, your Company enforces strict discipline in reducing power consumption even for its auxiliary services.

ii) Idle running of machinery consuming high power is restricted to the loading and unloading cycles of the respective machines.

B) Technology Absorption:

Your Company has not imported any technology for manufacture of machinery

Employee

There is no employee in receipt of the remuneration exceeding the limit prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975

Directors

Mr. Jayesh Mehta has been re-appointed as Managing Director of the Company for a period of five (5) years w.e.f 1st April, 2012, subject to the approval of the shareholders at the ensuing Annual General Meeting.

Dr. Bharat Bhatia, Director of the Company retires by rotation and is eligible for reappointment.

Your Directors recommend the re-appointment of Mr. Jayesh Mehta as Managing Director and Dr. Bharat Bhatia as a Director of the Company.

Information pertaining to these Directors is given in Corporate Governance Section which forms part of this annual report.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that in the preparation of the Annual Accounts :

a) The applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given ;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the 31st March, 2012 and its profit for that year;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The accounts have been prepared on a going concern basis;

Corporate Governance

Our Company has complied with the applicable provisions of Corporate Governance as prescribed in the revised clause 49 of the

Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report alongwith certificate from M/s Chandan Parmar & Co, Auditors of the Company.

Auditors

The Auditors M/s. Chandan Parmar & Co retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Acknowledgement

Your Directors thank the Shareholders, Company's Bankers HDFC Bank Ltd, Union Bank of India and Bank of India, suppliers, valued customers and employees at all levels for their continued co-operation and assistance during the year.

On behalf of the Board Chairman

Place : Mumbai Date : 30th May, 2012


Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting the 25th Annual Report together with Audited Statement of Accounts for the year ended 31 st March, 2011.

Performance Highlights:

( Rs. in Lacs)

2010-2011 2009-2010

Sales & other income 7343.41 4302.70

Profit before depreciation, interest & tax 630.40 221.52

Less: Depreciation 13.64 12.66

Interest 5.25 10.16

Profit before tax & exceptional items 611.51 198.70

Less: Exceptional items 6.50 (5.22)

Profit after tax & exceptional items 605.01 203.92

Provision for tax Current tax 149.00 13.10

Deferred tax Liability / (asset) 57.33 79.24

Fringe Benefit tax 0.00 (0.03)

Short/(Excess) provision for tax . 0.85 -

Profit after tax 397.83 111.62

Balance brought forward from previous year (426.52) (538.13)

Balance carried to balance sheet (28.69) 426.52

Dividend

In view of the accumulated losses, your Directors do not recommend any dividend.

Operations Review

During the year, your Company has achieved sales of Rs.7236.65 lacs, as against Rs.4228.65 lacs in the previous year. Sales from Engineering Division was Rs.1851.27 lacs against Rs.550.14 Lacs in the previous year. Sales from Textile Division was Rs.5385.37 lacs against Rs.3676.30 Lacs in the previous year.

Insurance

The Company has made necessary arrangement for adequately insuring its insurable assets. Conservation of Energy, Technology Absorption, Foreign Exchange Earning and outgo :

A) Conservation of Energy:

i) Inspite of not being power intensive, your Company enforces strict discipline in reducing power consumption even for its auxiliary services.

ii) Idle running of machinery consuming high power is restricted to the loading and unloading cycles of the respective machines.

B) Technology Absorption:

Your Company has not imported any technology for manufacture of machinery

C) Foreign Exchange Earnings and out go : 2010-11 2009-10

Rs. Rs.

Total Foreign Exchange used 7,25,19,241 5,03,21,962

Total Foreign Exchange earned (FOB) 23,01,408 51,74,313

Employee

There is no employee in receipt of the remuneration exceeding the limit prescribed under section 217 (2A) of the Companies Act,1956 read with Companies (Particulars of Employees) Rules, 1975

Directors' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that in the preparation of the Annual Accounts:

a) The applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given;

b) 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 31st March, 2011 and its profit for that year;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing detecting fraud and other irregularities;

d) The accounts have been prepared on a going concern basis; Directors

Mrs. A.J. Mehta, Director of the Company retires by rotation and is eligible for reappointment.

Mr. R.C. Garg who was appointed as additional director w.e.f 12th November, 2010, holds office upto the date of the ensuing Annual General Meeting. Your approval is sought for his appointment vide resolution set out in the accompanying AGM notice.

Corporate Governance

Our Company has complied with the applicable provisions of Corporate Governance as prescribed in the revised clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report alongwith certificate from Chandan Parmar & Co, Auditors of the Company.

Auditors

The Auditors M/s. Chandan Parmar & Co retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Acknowledgement

Your Directors thank the Shareholders, EDC Ltd., Company's Bankers HDFC Bank Ltd, Union Bank of India and Bank of India,ICICI Bank Ltd. suppliers, valued customers and employees at all levels for their continued co-operation and assistance during the year.

On behalf of the Board

Place: Mumbai

Date : 26th May, 2011

Chairman

J. R. Mehta








Mar 31, 2010

The Directors have pleasure in presenting the 24th Annual Report together with Audited Statement of Accounts for the year ended 31 st March, 2010.

Performance Highlhghts:

(Rs. in Lacs)

Particulars 2009-2010 2008-2009

Sales & Other income 4302.70 1176.87

Profit/(Loss) before Depreciation, Interest & Tax 221.52 (425.00)

Less : Depreciation 12.66 31.89

Interest 10.16 25.06

Profit/(Loss) before tax & exceptional items 198.70 (481.95)

Add : Exceptional items 5.22 73.57

Profit / (Loss) after tax & exceptional items 203.92 (408.38)

Provision for tax

- Current tax 13.10 -

- Deferred tax Liability / (asset) 79.24 (152.26)

- Fringe Benefit tax (0.03) 1.23

- Short/ (Excess ) provision for tax - 0.04

Profit/(Loss) after tax 111-62 (257.39)

Balance Loss brought forward from previous year (538.13) (280.74)

Balance Loss carried to balance sheet (426.52) (538.13)

Dividend

In view of the accumulated loss, your Directors do not recommend any dividend. Operations Review

(a) Engineering Division

Your Company has successfully revived the Engineering Division and launched advanced model of twisting machine which has been well received in the market. The shareholders had approved the commencement of business of trading in all types of machinery vide special resolution passed at the Extra-ordinary General Meeting (EGM) of the Company held on 5th November, 2009. The Company has successfully commenced the business of trading in all types of machines especially injection moulding machines and machine tools and has achieved a turnover of Rs.556.83 lacs during the last quarter. of 2009-10

(b)Textile Division

The shareholders had approved the disposal of textile undertaking vide ordinary resolution dated 3rd, December, 2009 passed through postal ballot result of which were announced on 9th January, 2010. However the Company has not yet disposed the textile undertaking. The Company continues to cater to its. customers by outsourcing the products due to lack of sizeable orders.

Preferential Issue of Shares

The Company successfully concluded the issue of 62,50,000 equity shares of the face value of Rs.10/- each at the price of Rs.16/- per share to persons other than promoters on a preferential basis which the shareholders had approved vide special resolution passed at the EGM held on 5th November, 2009.

Insurance

The Company has made necessary arrangement for adequately insuring its insurable assets.

Conservation of Energy,Technology Absorption, Foreign Exchange Earning and Out Go:

A) Conservation of Energy:

i) Inspite of not being power intensive, your Company enforces strict discipline in reducing power consumption even for its auxiliary services.

ii) Idle running of machinery consuming high power is restricted to the loading and unloading cycles of the respective machines.

Technology Absorption:

Your Company has not imported any technology for manufacture of machinery

C) Foreign Exchange Earnings and Out go : 2009 -10 2008- 09 Rs. Rs.

Total Foreign Exchange Outgo 4,99,11,915 17,95,694

Total Foreign Exchange earned (FOB) 51,74,313 36,44,786

Employee

There is no employee in receipt of the remuneration exceeding the limit prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975

Directors Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that in the preparation of the Annual Accounts

a) The applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the 31st March, 2010 and its profit for that year;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in

accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing detecting fraud and other irregularities ;

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

Directors

Mr. V.G. Joshi, Director of the Company retires by rotation and is eligible for reappointment.

Corporate Governance

Our Company has complied with the applicable provisions of Corporate Governance as prescribed in the revised clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report alongwith certificate from Chandan Parmar & Co, Auditors of the Company.

Auditors

The Auditors M/s. Chandan Parmar & Co retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Acknowledgment

Your Directors thank the Shareholders, EDC Ltd., Companys Bankers HDFC Bank Ltd., Union Bank of India and Bank of India, suppliers, valued customers and employees at all levels for their continued co- operation and assistance during the year.

On behalf of the Board Chairman

Place: Mumbai

Date : 28th May, 2010

 
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