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Directors Report of Crew B.O.S Products Ltd.

Mar 31, 2012

To the Members of Crew B.O.S. Products Limited

The Directors have pleasure in presenting this Twenty-Third Annual Report and Audited Accounts for the financial year ended 31st March, 2012.

FINANCIAL RESULTS

(Rs. In Lacs)

Year ended Year ended March 31, March 31, 2012 (Rs.) 2011 (Rs.)

Income from Operation 43204.05 62100.54

Profit before interest and 5740.27 6958.29 depreciation

Less: interest 4060.18 2939.02

Depreciation 3873.50 957.31

Profit before taxation 687.60 3061.96

(Less) : Current Tax (205.00) (750.00)

Add / (Less) : Deferred tax 77.00 (47.75)

Add / (Less) : Extra ordinary 103.77 -

item

Add / (Less) : Adjustment for (143.03) (21.38)

prior years

Profit after taxation 520.34 2242.83

Add: Balance in Profit and 11067.94 8825.09 Loss account

Balance available for 11588.28 11067.92 appropriation

Appropriation - -

transfer to General Reserve - -

Balance carried to Balance 11588.28 11067.92

Sheet



PERFORMANCE REVIEW

Your company is engaged in fashion accessories products, footwear and finished leather business. The income from operation is Rs.

43204.04 Lacs and the net profit is Rs 520.32 Lacs in the financial year 2011-2012 The Company expects healthy trend in the financial year 2012-13 on the basis of diversified product range and growing strategies adopted.

DIRECTORS

Mr. Tarun Joshi, Independent Director & Mr. Naveen Ganzu, independent director of the Company have resigned from the post of directorship and approve the same by Board of directors of the Company during the year.

Mr. Deepak Manchanda, Independent Director, retires by rotation and being eligible offers himself for re-appointment.

Brief profile of the Director who are reappointed/resigned is given in the Corporate Governance Report as Annexure 1 to this Report.

DIVIDEND

The Board has not recommended any Dividend during the financial year under review keeping in view its expansion plans and future growth.

CAPITAL STRUCTURE

Authorised Capital

during the year there is no change in the authorised capital of the Company, hence it remains the same i.e. INR 30 crores.

Paid up Capital

Pursuant to the issue of 75000 equity shares & 1025267 equity shares upon the conversion of preferential warrants to an alottee, the paid up capital of the Company during the year increased from INR 128932000/- comprising of 12893200 equity shares of Rs10/- each to INR 139934670/- comprising of 13993467 equity shares of Rs10/- each

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 for the year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation;

(b) Prudent accounting policies have been selected and have made judgements and estimates that are reasonable and prudent so as to give 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) Annual accounts have been prepared on a going concern basis.

AUDITORS & AUDITOR'S OBSERVATION

The Statutory Auditors of the Company, M/s Anil K. Goyal & Associates, Chartered Accountants holds office until the conclusion of this Annual General Meeting, and being eligible offer themselves for re-appointment. They have furnished a certificate that their appointment, if made, shall be within the statutory limits as specified in Section 224(1B) of the Companies Act, 1956.

The observation of the Auditors in the Auditors' Report is explained, wherever necessary, in the appropriate notes to the accounts.

CORPORATE GOVERNANCE

As required by Clause - 49 of the Listing Agreement, a Report on Corporate Governance along with Certificate on Corporate Governance confirming compliances with the conditions of Corporate Governance obtained from the Statutory Auditors of the Company is annexed to this Report. (Annexure-1)

MANAGEMENT DISCUSSION & ANALYSIS

The Report as required by Clause-49 of the Listing Agreement is annexed herewith. (Annexure-2)

LISTING AT STOCK EXCHANGE

The Equity Shares of the Company continues to be listed on Bombay Stock Exchange Limited and The National Stock Exchange. Global Depository Receipts are listed on the Stock Exchange at Luxembourg. The Annual Listing Fees for the financial year 2012- 13 have been paid to the Stock Exchanges.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO UNDER SECTION 217(1)(e)OF THE COMPANIES ACT, 1956, READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

Information in accordance with the provisions 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, foreign exchange earnings and outgo is given in the 'Annexure A' forming part of this report.

SUBSIDIARY COMPANIES

VOGUE HOME PRODUCTS LIMITED

Vogue Home Products Limited, wholly owned subsidiary of Crew

B.O.S. Products Limited is engaged in manufacture and export of home furnishing and small leather goods.

CREW B.O.S. ENTERPRiSES LiMiTED

This is a wholly owned subsidiary of Crew B.O.S. Products Limited, carrying on the business of creative and stylish designing of lifestyle products, wearing apparels made of leather or non leather, consumer products, cosmetics, artificial furniture, beauty products and designer goods and furnishing.

EMPORiO B.O.S. DESiGN LiMiTED

A wholly owned subsidiary of Crew B.O.S. Products Limited, with the main objects of carrying on the business of creative and stylish designing of lifestyle products, wearing apparels made of leather or non leather, consumer products, cosmetics, artificial furniture, beauty products and designer goods and furnishing.

CREW ROR PRODUCTS LiMiTED

incorporated as a wholly owned subsidiary of Crew B.O.S. Products Limited with the main objects of carrying on the business of manufacturing and trading including import and export of all kinds of fashion accessories made from leather, wood, metal, poly- urythene and fabrics including leather bags, portfolios, travel bags, shoes, wallets, leather garments and belts of all kinds, wearing apparel of leather and fabric, garments, textile, furniture.

CREW REPUBLiCA RETAiL LiMiTED

incorporated as a subsidiary of Crew B.O.S. Products Limited with the main objects to establish/manage/carry retail business or trade in India through retail outlets, showrooms for retailing in house manufactured leather goods and apparels as well as manufactured by other popular brands.

CREW P.P.O LEATHERS LiMiTED

incorporated as a wholly owned subsidiary of Crew B.O.S. Products Limited with the main objects to carry on the manufacturing of leather products and accessories

I.BIZ TRADE POST

The wholly owned subsidiary incorporated in Mauritius is engaged in International trading.

ALCHEMY TRADE POST

The wholly owned subsidiary incorporated in Mauritius is engaged in International trading.

JOINT VENTURE COMPANIES

CENTRE OF EXCELLENCE iN DESiGN LiMiTED

Centre of Excellence in Design Limited is a joint venture between the Crew B.O.S. Products Limited and Matrix Clothing Pvt Ltd. The object of the Company is to carry on the business of creative and stylish designing of lifestyle products, retailing, processing, assembling and crafting all type of apparel and wearing apparels made from all type of leather and non leather materials.

CREW MAG EXPORTS LiMiTED

Crew MAG Exports Ltd. is a joint venture between Crew B.O.S. Products Limited and Leather Crafts (India) Pvt. Ltd. and it is engaged in the manufacturing of leather footwear. The annual accounts of the Company are appended herewith.

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.

CONSOLIDATED FINANCIALS

As required by Accounting Standard-21 on Consolidation of Financial Statements, Consolidated Financial Statements and Cash Flow Statement are appended.

PARTICULARS OF EMPLOYEES

During the year under review no employee, whether employed whole 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 Companies (Particulars of Employees) Amendment Rules,2011

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the co-operation and assistance received from our valued customers, bankers and financial institutions, business associates, shareholders, suppliers and other statutory authorities who have extended their precious continued support and encouragement to your company. Your Directors look forward for the same to whom the Company regards as the partners in its success and growth.

The Board wishes to place on record its appreciation for the dedication and commitment of your Company's employees at all levels, which has continued to be our major strength.

For and on behalf of the Board

sd/- sd/-

Tarun Oberoi Robin Bartholomew

(Managing Director) (Director)

Place: Gurgaon

Date: 09.08.2012


Mar 31, 2010

The Directors have pleasure in presenting this Twenty-first Annual Report and Audited Accounts for the financial year ended 31st march, 2010.

FINANCIAL RESULTS

(Rs. In Lacs)

Year ended Year ended

March 31, 2010 March 31, 2009

Income from Operation 45928.62 35094.82

Profit before interest and 6336.73 4389.48

depreciation

Less: Interest 2541.67 1871.57

Depreciaton 1098.63 806.76

Profit before taxation 2696.43 1711.15

(Less): Provision for taxation (900.00) (375.00)

Add / (Less): Deferred tax 80.00 (200.00)

liability

Add / (Less): Tax adjustment - -

for prior years

Add / (Less): Adjustment for (19.49) (0.72)

prior years

Profit after taxation 1856.94 1135.43

Add: Balance in Profit and Loss 6968.15 5832.72

account

Balance available for 8825.09 6968.15

appropriation

Appropriation - -

transfer to General Reserve - -

Balance carried to Balance 8825.09 6968.15

Sheet

PERFORMANCE REVIEW

Your company is engaged in fashion accessories products, footwear and finished leather business. The Company is growing on consistent basis and has healthy plans for its expansion. The income from operations increased to Rs 45928.62 Lacs from Rs 35094.82 Lacs in the previous year yielding a growth of 30.87%.The operating profit for the year increased to Rs 6336.73 Lacs from Rs 4389.48 Lacs registering a growth of 44.36%.The net profit increased to Rs 1856.94 Lacs from Rs 1135.43 Lacs registering a growth of 63.54 %. The Company expects to keep up the healthy trend in the financial year 2010-11 on the basis of diversified product range and growing strategies adopted.

DIRECTORS

Mr. Deepak Manchanda, Independent Director, retires by rotation and being eligible offers himself for re-appointment.

Brief profile of the Director who is reappointed is given in the Corporate Governance Report as Annexure 3 to this Report.

Mr. Tarun Joshi was appointed as an Additional Director and holds office upto the ensuing Annual General Meeting. Notice under Section 257 of the Companies Act, 1956 has been received from a member, proposing Mr. Tarun Joshis candidature as Director.

DIVIDEND

The Board has not recommended any Dividend during the financial year under review keeping in view its expansion plans and future growth thereby maintaining a proper balance between equity and debts.

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 for the year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation;

(b) Prudent accounting policies have been selected and have made judgements and estimates that are reasonable and prudent so as to give 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 suffcient 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) Annual accounts have been prepared on a going concern basis.

AUDITORS & AUDITORS OBSERVATION

The Statutory Auditors of the Company, M/s Anil K. Goyal & Associates, Chartered Accountants holds office until the conclusion of this Annual General Meeting, and being eligible offier themselves for re-appointment. They have furnished a certficate that their appointment, if made, shall be within the statutory limits as specified in Section 224(1B) of the Companies Act, 1956.

The observation of the Auditors in the Auditors Report is explained, wherever necessary, in the appropriate notes to the accounts.

CORPORATE GOVERNANCE

As required by Clause - 49 of the Listing Agreement, a Report on Corporate Governance along with Certficate on Corporate Governance confirming compliances with the conditions of Corporate Governance obtained from the Statutory Auditors of the Company is annexed to this Report. (Annexure-3)

MANAGEMENT DISCUSSION & ANALYSIS

The Report as required by Clause-49 of the Listing Agreement is annexed herewith. (Annexure-4)

LISTING AT STOCK EXCHANGE

The Equity Shares of the Company continues to be listed on Bombay Stock Exchange Limited and The National Stock Exchange. Global Depository Receipts are listed on the Luxembourg Stock Exchange. The Annual Listing Fees for the financial year 2010-11 have been paid to the Stock Exchanges.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956, READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

i) Conservation of Energy

The manufacturing operations of the Company are not energy intensive and do not consume high level of power, however the Company has undertaken appropriate steps to conserve the energy thereby enhancing energy conservation.

ii) Technology absorption

Your Company uses latest technology to keep the manufacturing process more automated resulting in shorter lead time and better quality of products. Your Company regularly reviews and tries to upgrade itself to the pertinent development as they occur. Maximum efforts have been exerted to utilize the existing processes for increasing productivity and addition to value added products for better products quality and process efficiency to the stakeholders satisfaction.

iii) Foreign Exchange Earnings and Outgo

The Companys products continue to be well recognized and accepted in the overseas market due its exclusive superiority and diversified array. The Company is further pursuing its proposals dynamically to further augment its existence in the overseas market through tapping new customers and new markets.

The information on Foreign Exchange earnings and outgo are contained in the notes to the accounts.

SUBSIDIARY COMPANIES

CENTRE OF EXCELLENCE IN DESIGN LIMITED

Centre of Excellence in Design Limited is a 50:50 Joint Venture between the Crew B.O.S. Products Limited and Matrix Clothing Pvt Ltd. The object of the Company is to carry on the business of creative and stylish designing of lifestyle products, retailing, processing, assembling and crafting all type of apparel and wearing apparels made from all type of leather and non leather materials.

VOGUE HOME PRODUCTS LIMITED

Vogue Home Products Limited, wholly owned subsidiary of Crew B.O.S. Products Limited is engaged in manufacture and export of home furnishing and small leather goods.

CREW MAG EXPORTS LIMITED

Crew MAG Exports Ltd. is a subsidiary of Crew B.O.S. Products Limited and it is engaged in the manufacturing of leather footwear. the annual accounts of the Company are appended herewith.

CREW B.O.S. FAR EAST LIMITED

The wholly owned subsidiary incorporated in Hong-Kong is engaged in trading of watch strap business.

CREW B.O.S. ENTERPRISES LIMITED

This is a wholly owned subsidiary of Crew B.O.S. Products Limited, with the main objects of carrying on the business of creative and stylish designing of lifestyle products, wearing apparels made of leather or non leather, consumer products, cosmetics, artifcial furniture, beauty products and designer goods and furnishing.

VILLA B.O.S. LEATHERS LIMITED

Incorporated as a wholly owned subsidiary of Crew B.O.S. Products Limited, with the main objects of carrying on the business of creative and stylish designing of lifestyle products, wearing apparels made of leather or non leather, consumer products, cosmetics, artficial furniture, beauty products and designer goods and furnishing.

EMPORIO B.O.S. DESIGN LIMITED

A wholly owned subsidiary of Crew B.O.S. Products Limited, with the main objects of carrying on the business of creative and stylish

designing of lifestyle products, wearing apparels made of leather or non leather, consumer products, cosmetics, artificial furniture, beauty products and designer goods and furnishing.

CREW ROR PRODUCTS LIMITED

Incorporated as a wholly owned subsidiary of Crew B.O.S. Products Limited, on 29th June, 2009, with the main objects of carrying on the business of manufacturing and trading including import and export of all kinds of fashion accessories made from leather, wood, metal, poly-urythene and fabrics including leather bags, portfolios, travel bags, shoes, wallets, leather garments and belts of all kinds, wearing apparel of leather and fabric, garments, textile, furniture.

CREW REPUBLICA RETAIL LIMITED

Incorporated on 19th February, 2010, with the main object of carrying retail business or trade in India through retail outlets.

As required under the provisions of Section 212 of the Companies Act, 1956, the Audited accounts together with Directors Report and Auditors Report of all the subsidiaries are appended and forms part of the Annual Report. the statement pursuant to section 212 of the Companies Act, 1956 is attached as Annexure-1 to this Report.

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.

CONSOLIDATED FINANCIALS

As required by Accounting Standard-21 on Consolidation of Financial Statements, Consolidated Financial Statements and Cash Flow Statement are appended.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, the name and other particular of the employee is set out in the Annexure 2 appended to the Directors Report.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere gratitude to the continuing patronage and trust of our valued customers, bankers and financial insttutions, business associates, shareholders, suppliers and other statutory authorities who have extended their precious continued support and encouragement to your company. Your Directors look forward for the same to whom the Company regards as the partners in its success and growth.

Your Directors also place on record, their sincere appreciation to the enthusiasm and commitment of its employees for the growth of the Company and look forward to their regular involvement in scaling elevations.

for and on behalf of the Board

Crew B.O.S. Products Ltd.

sd/- sd/-

place: Gurgaon

Date: 3rd August, 2010 Managing Director Director

 
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