Mar 31, 2015
Dear Members,
The Directors take pleasure in presenting the Twenty Third Annual
Report and that of the Auditor's together with the audited Balance
Sheet as at 31st March 2015 and the Profit/ Loss Account for the year
ended on that date.
FINANCIAL PERFORMANCE (Rs. in lakhs)
PARTICULARS 2015 2014
Total Income 5139.46 6928.07
Total Expenses 5070.84 6538.49
Profit before Depreciation and Taxation 68.62 389.57
Less:
Depreciation 20.07 17.65
Profit before Tax 48.54 371.92
Provision for Tax 20.61 18.11
Profit after Tax 27.93 353.81
Profit brought forward 633.91 280.10
Profit available for appropriation 661.84 633.91
Profit/Loss carried to Balance Sheet 661.84 633.91
PERFORMANCE:
The Company has earned a total income of Rs.5139.46 Lakhs during the
2014-15 and earned a profit before tax of Rs.48.54 Lakhs. The total
profit after tax in 2014-15 is Rs.27.93 Lakhs compared to Rs.353.81
Lakhs in 2013-14
During the year the Company has received insurance claim settlement
amounting to Rs.42,29,575/- for Nagelkeni Unit and Rs.7,08,013/- for
Uthiramerur Unit for damages caused by strong winds and rainfall.
DIVIDEND:
Your Directors of the Company, decided to plough back the profit for
the year and hence do not recommend any dividend for the year. The
company has not transferred any amount to the general reserve.
SHARE CAPITAL:
The Company during the year under review has not issued any Sweat
Equity Shares or Shares with Differential Rights or under Employee
Stock Option Scheme nor did it Buy Back any shares. The Authorised
Capital remained the same as previous year and the company has received
an amount of Rs. 23,80,167/- towards the calls in arrears and the Paid
Up capital as on 31st March, 2015 is Rs. 3,63,70,500/-.
DEPOSITS:
The Company has not accepted any deposits during the period under
review as envisaged under Section 73, 74 & 76 of the Companies Act,
2013
LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The Company has not provided loans and guarantees and nor made
investments pursuant to Section 186 of the Companies Act, 2013.
DIRECTORS & KEY MANAGERIAL PERSONNEL
The Board of the Company comprises of Five Directors out of which Four
are Independent Directors and One is Whole Time Director. As per
Section 149 of the Companies Act, 2013 the Company needs to have
atleast two Independent Directors and One Woman Director. Accordingly
Shri. N Meenakshi Sundaram, Shri. S. Jambunath and Shri. P S Nathan
were appointed as Independent Directors of the Company in the 22nd
Annual General Meeting of the Company held on 18th September, 2014 for
a period of 2 years.
Appointment / Re-Appointment:
In order to comply with provisions of Section 149 and Clause 49 of the
Listing Agreement, the Board of Directors at their meeting held on 27th
April, 2015 and based on the recommendation of the Nomination and
Remuneration Committee, appointed Smt. Jayamalini as Independent Woman
Director of the Company with effect from 27th April, 2015.
In terms of recommendation, by Nomination and Remuneration Committee
and approval of the Board of Directors on 31st July, 2015, Shri. RM.
Lakshmanan, Whole-Time Director of the Company is to be re- appointed
as Whole Time Director for a period of five years from 01st April, 2015
to 31st March, 2020.
We seek your approval for appointment & re-appointment of Smt.
Jayamalini as Independent Director and Shri. RM Lakshmanan as
Whole-Time Director of the Company.
Resignation:
Shri. AR. Ramanathan, Managing Director of the Company, resigned from
the Board with effect from 01st September, 2014. The board expresses
its sincere appreciation for the contribution made by him during his
tenure as Managing Director of the Company.
Key Managerial Personnel:
In order to comply with the provisions of Section 203 of Companies Act,
Shri. RM Lakshmanan, Whole Time Director of the Company was designated
as Key Managerial Personnel and Shri. M Nagendra was appointed as Chief
Financial Officer (CFO) with effect from 10th November, 2014.
BOARD MEETINGS:
Five Board Meetings were held during the year under review and the gap
between two Board meetings were not more than 120 days.
DECLARATION RECEIVED FROM INDEPENDENT DIRECTOR ON ANNUAL BASIS:
As required under Section 149(7) all the Independent Directors of the
Company have submitted their annual declaration stating that they meet
the criteria of independence as stated Section 149(6) of the Companies
Act, 2013.
COMMITTEES OF THE BOARD:
a) Audit Committee
Pursuant to provisions of Section 177 of the Companies Act, 2013 and
Clause 49 of the Listing Agreement, the terms of reference of Audit
Committee of the Board was revised in accordance with terms of
reference prescribed therein. Detailed disclosure on compositions,
terms of reference and meetings of the Audit Committee are furnished in
the Corporate Governance Report.
b) Nomination and Remuneration Committee
The Nomination and Remuneration Committee has been empowered and
authorized to exercise powers as entrusted under the provisions of
Section 178 of the Companies Act, 2013. In compliance with Section 178
of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the
Board has framed a policy for selection and appointment of Directors,
Senior Management and their remuneration and including criteria for
determining qualifications, positive attributes, independence of
Directors and other matters.
The terms of reference of the Committee inter alia, include the
following:
* Succession planning of the Board of Directors and Senior Management
Employees;
* Identifying and selecting candidates for appointment as Directors /
Independent Directors based on certain laid down criteria;
* Identifying potential individuals for appointment as Key Managerial
Personnel and to other Senior Management positions;
* Formulate and review from time to time the policy for selection and
appointment of Directors, Key Managerial Personnel and Senior
Management Employees and their remuneration;
* Review the performance of the Board of Directors and Senior
Management Employees based on certain criteria as approved by the
Board. In reviewing the overall remuneration of the Board of Directors
and Senior Management, the Committee ensures that the remuneration is
reasonable and sufficient to attract, retain and motivate the best
managerial talent, the relationship of remuneration to performance is
clear and meets appropriate performance benchmarks and that the
remuneration involves a balance between fixed and incentive pay
reflecting short term and long term objectives of the Company.
DIRECTOR'S RESPONSIBILITY STATEMENT:
To the best of their knowledge, belief and according to the
informations and explanations obtained by them, the Directors pursuant
to Section 134 of the Companies Act, 2013 hereby state that:
1) in the preparation of the annual accounts, the applicable accounting
standards have been followed and no material departures have been made
for the same.
2) the directors had selected appropriate 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 2015 and of the Profit of
the Company for the year ended 31st March 2015
3) the directors had taken proper and sufficient care for 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,
4) the annual accounts have been prepared the annual accounts on a
going concern basis
5) the directors, had laid down proper and sufficient internal
financial controls and policies and procedures of such internal
financial controls are adequate and operating effectively.
6) 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.
AUDITORS:
M/s N Venkatesan Associates, Chartered Accountants, Chennai (FRN:
004632S), were appointed as Statutory Auditors of the company in the
22nd Annual General Meeting of the Company held on 18.09.2014 until the
conclusion of third consecutive Annual General Meeting, subject to
ratification by shareholders in every consecutive Annual General
Meeting. The Directors recommend ratification of appointment of
Statutory Auditors, to carry out the audit for the financial year
2015-2016. The Statutory Auditors have confirmed their eligibility
under Section 141 of the Companies Act, 2013 and rules framed there
under for their re-appointment as Statutory Auditors of the Company.
The necessary resolution is being placed before the shareholders for
approval.
COMMENTS ON AUDITORS' REPORT:
There are no qualifications, reservations or adverse remarks or
disclaimers made by M/s. N Venkatesan Associates, Statutory Auditors,
in their report. The Statutory Auditors have not reported any incident
of fraud to the Audit Committee of the Company during the year under
review.
SECRETARIAL AUDIT
Pursuant to provisions of Section 204 of the Companies Act, 2013 read
with Companies (Appointment and Remuneration of Managerial Personnel)
Rules 2014, your Company has appointed Shri. S. Ananthanarayan,
Practicing Company Secretary as secretarial auditor to conduct the
Secretarial Audit of the Company for the financial year ended March
31,2015. The Secretarial Audit Report attached with this report as
Annexure - A.
Reply to point 4 of the Secretarial Auditor's report:
i) The Company is in the process of identifying suitable candidate for
the designation of Company Secretary and has taken necessary steps for
the same.
ii) The Board of Directors in their meeting held on 27th April, 2015
has appointed Smt. Jayamalini as Independent Woman Director of the
Company.
EXTRACTS OF THE ANNUAL RETURN:
The extracts of Annual Return of the Company in prescribed Form MGT - 9
for the financial year ended 31st March, 2015 is attached to the report
by way of Annexure - B.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
The Company has not received any significant and material orders passed
by the regulators or courts or tribunals impacting the going concern
status and Company's operation in future.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY:
No material changes and commitments were made, affecting the financial
position of the Company which have occurred between the end of the
financial year of the Company to which the financial statements relate
and the date of the report.
PARTICULARS OF EMPLOYEES:
None of the employees draws remuneration of Rs. 500,000/- or above per
month and Rs. 6,000,000/ - or above per year. Hence, details of the
employees of the Company as required pursuant to 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
not furnished.
Having regard to the provisions of Section 136(1) read with its
relevant proviso of the Companies Act, 2013, the disclosure pertaining
to remuneration and other details as required under Section 197(12) of
the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014,
forming part of the Annual Report, is available for inspection at the
registered office of the company during working hours. Any member
interested in obtaining such information may write to the Company
Secretary and the same will be furnished without any fee and free of
cost.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND
OUTGO:
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, is annexed herewith as Annexure - C.
RELATED PARTY TRANSACTIONS:
All the transaction with the related parties entered into during the
period under review have been in the ordinary course of business and at
arm's length basis. The details of related party transaction pursuant
to clause (h) of sub -section 134 of the Act, is enclosed in Form AOC-2
as Annexure - D.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report, emphasizing the business
details, is attached and forms part of the report.
CORPORATE GOVERNANCE
The Report on Corporate Governance and Auditors certificate on
Compliance with the Code of Corporate Governance are provided and forms
part of this report.
LISTING WITH STOCK EXCHANGE
The Company's equity shares are listed in Bombay Stock Exchange. The
annual listing fee has been paid for the year 2015 - 2016.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of Section 135 of the Companies Act 2013 pertaining to
Corporate Social Responsibility are not applicable to the Company.
VIGIL MECHANISM:
In Compliance of Section 177 of Companies Act, 2013 and in terms of
Clause 49 of the Listing Agreement, the Company has set up a Whistle
Blower policy. In terms of the said policy the Directors and employees
are given direct access to the Chairman of the Audit
Committee to report genuine concerns or grievances. Adequate safeguards
are in place against victimization of employees who availed the
mechanism.
RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROL:
The Company has in place a mechanism to identify, assess, monitor and
mitigate various risks to key business objectives. Major risks
identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis. These are discussed
at the meetings of the Audit Committee and the Board of Directors of
the Company. The Audit Committee has also revisited the Risk Management
Policy and has taken steps to strengthen the Risk Management process in
keeping with the changes in the external environment and business
needs.
The Company's internal control systems are commensurate with the nature
of its business and the size and complexity of its operations. In
addition to the Internal Control Systems, the Board has laid emphasis
on adequate Internal Financial Controls to ensure that the financial
affairs of the Company are carried out with due diligence. These are
routinely tested and certified by the Internal Auditors. Significant
audit observations and follow up actions thereon are reported to the
Audit Committee.
ANNUAL EVALUATION BY THE BOARD
Pursuant to Section 134 of Companies Act, 2013 and in compliance with
the Listing Agreement the Board of Directors has carried out an annual
performance evaluation of the Board, its Committees, and Directors
individually, is carried out as per the criteria laid down by the
Nomination and Remuneration Committee.
Accordingly, as per Schedule V of Companies Act, 2013 and Clause 49 of
the Listing Agreement the Independent Directors of the Company at their
separate meeting evaluated the performance of non independent directors
and the Board as a whole. They also evaluated the performance of
Chairman of the Company and flow of information from the Management to
the Board.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROBHITION AND REDRESSAL), ACT, 2013:
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal), Act, 2013. During the year
under review no complaints have been received.
ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their thanks to the
Shareholders, Customers, Suppliers Banks and Government for their
valuable assistance and support.
Your Directors wish to place on record their appreciation of the
sincere efforts put in by the employees of the Company at all levels.
On Behalf of the Board.
Place: Chennai RM.Lakshmanan S.Jambunath
Date: 31.07.2015 Whole Time Director Director
Mar 31, 2014
THE MEMBERS
The Directors have pleasure in submitting their Twenty second Annual
Report and that of the Auditors'' together with the audited Balance
Sheet as at 31st March 2014 and the Profit/ Loss Account for the year
ended on that date.
FINANCIAL PERFORMANCE (Rs. in lakhs)
PARTICULARS 2014 2013
Total Income 6928.07 3861.26
Profit before Depreciation and Taxation 389.58 -4.35
Less:
Depreciation 17.65 17.42
Profit before Tax 371.92 -21.78
Provision for Tax 18.11 0.90
Profit after Tax 353.81 -22.69
Profit brought forward 280.09 302.78
Profit available for appropriation 633.91 280.09
Profit/Loss carried to Balance Sheet 633.91 280.09
DIVIDEND
Your Directors of the Company wish to plough back the profit for the
year and hence do not recommend any dividend for the year
PERFORMANCE
The Company has earned a total income of Rs.6928.07 lacs in 2013-2014
and earned a profit of Rs.61.44 lacs before tax. The company during the
year sold land at Pallavaram and gain of Rs. 310.47 lacs. The total
profit after tax has been Rs.353.81 lacs.
The heavy rains accompanied by unusually strong winds on 26.05.2013
damaged a portion of the factory building of the unit situated at
Uttiramerur and caused damage to part of the machineries, electrical
fittings, furniture, finished garments and bundles. The damage was
assessed approximately at Rs.27,57,000/-. The Company has preferred an
insurance claim which is under process.
PROSPECTS
The value of US$ and Euro against the Rupee has gone up in the past few
months & has resulted in an improved realization from exports. This is
likely to benefit the bottom line of the Company in the current year
The order position is healthy and the Company should register a modest
improvement in its performance in 2014-2015.
DIRECTORS
Pursuant to the notification of Section 149 and other applicable
provisions of the Companies Act, 2013 read with Rules thereon, the
existing Non-Executive Independent Directors of the Company, Shri. P.
S. Nathan, Shri. S. Jambunath and Shri. N. Meenakshi Sundaram, are
being appointed as Independent Directors for a period of two (2)
consecutive years with effect from 18th September, 2014.
In order to fulfill the requirements of Section 152(6) of the Companies
Act, 2013 ("the Act") the existing terms of appointment of Shri. R.M.
Lakshmanan, Whole time Director is being varied by making him liable to
retire by rotation in terms of Section 152 (6) of the Act, and all
other terms and conditions of his reappointment shall remain the same.
CORPORATE GOVERNANCE
The Report on Corporate Governance and Management Discussion and
Analysis as well as Auditors certificate on Compliance with the code of
Corporate Governance are provided in separate Annexure to this report.
AUDITORS
M/s N Venkatesan Associates, Chartered Accountants, Chennai (FRN:
004632S), Statutory Auditors of the company, hold office until the
conclusion of the ensuing Annual General meeting of the Company and are
eligible for reappointment for a term of three years from the
conclusion of the ensuing annual general meeting as per the provisions
of companies act 2013 subject to ratification by shareholders in the
annual general meeting every year. The company has received
confirmation that their appointment will be within the limits
prescribed under Section 139 read with section 141 of the Companies
Act, 2013.
PUBLIC DEPOSITS
The company has not accepted any public deposits during the year.
COMPLIANCE CERTIFICATE
A Secretarial compliance certificate from a company secretary in
practice is attached.
PARTICULARS OF EMPLOYEES
None of the employees of the Company was in receipt of remuneration,
which comes under the provisions of the Sec. 217 (2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules
1975, as amended.
DIRECTORS'' RESPONSIBILITY STATEMENT
As Stipulated in Section 217 (2AA) of the Companies Act, 1956, your
Directors subscribe to the "Directors" Responsibility Statement" and
confirm that:
1. The Directors have followed, in the preparation of the annual
accounts, the applicable accounting standards along with proper
explanation relating to material departures if any:
2. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of the
affairs of the Company at the end of the financial year and of the
profit of the Company for the year.
3. The Directors have taken proper and sufficient care 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 or deducting fraud or other irregularities.
4. The Directors have prepared the annual accounts on going concern
basis.
INFORMATION UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956.
Information as per clause (e) of Section 217 (1) of the Companies Act,
1956 read with Companies (Disclosure of particulars in the report of
Board of Directors) Rules, 1988 for the year ended 31st March 2014 is
given below.
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
The manufacturing activity is confined to simple cutting and stitching
of leather garments and hence absorption, adaptation and innovation of
technology do not arise.
RESEARCH AND DEVELOPMENT
Though the Company does not have separate R&D establishment, activities
are carried out by the design and quality control departments.
Expenditure on R& D: NIL
ACKNOWLEDGEMENT
Your Directors take this opportunity to express their thanks to the
Government of India, Banks and customers and suppliers for their
valuable assistance and support.
Your Directors wish to place on record their appreciation of the
sincere efforts put in by the employees of the Company at all levels.
On Behalf of the Board.
Chennai AR.Ramanathan RM.Lakshmanan
30.05.2014 Managing Director Whole Time Director.
Mar 31, 2013
The Directors have pleasure in submitting their Twenty first Annual
Report and that of the Auditors'' together with the audited Balance
Sheet as at 31st March 2013 and the Profit/ Loss Account for the year
ended on that date.
FINANCIAL PERFORMANCE (Rs. in lakhs)
PARTICULARS 2013 2012
Income from Operations 3861.26 4584.07
Profit before Depreciation and Taxation -4.35 59.88
Less: Depreciation 17.42 15.75
Profit before Tax -21.78 44.12
Provision for Tax 0.90 16.46
Profit after Tax -22.69 27.67
Profit brought forward 302.78 275.12
Profit available for appropriation 280.09 302.78
Profit/Loss carried to Balance Sheet 280.09 302.78
DIVIDEND
Your Directors wish to inform that the Company has incurred loss during
the year hence no dividend has been recommended.
PERFORMANCE
The Company has achieved a turnover of Rs.3861.26 lacs in 2012-2013 and
Loss of Rs.(21.78) lacs before tax. The fire occurred at the factory at
Nagelkeni on 15.09.2012 and caused a loss of business. Machinery and
stock including finished goods and consumables were lost due to the
fire. The Company has preferred a claim with the Insurance Company and
the claim is under process. The loss after tax has been Rs.- 22.69
lacs.
PROSPECTS
The value of US$ and Euro against the Rupee has gone up in the past few
months & has resulted in an improved realization from exports. This is
likely to benefit the bottom line of the Company in the current year
The order position is healthy and the Company should register a modest
improvement in its performance in 2013-2014.
DIRECTORS'' RESPONSIBILITY STATEMENT
As Stipulated in Section 217 (2AA) of the Companies Act, 1956, your
Directors subscribe to the "Directors'' Responsibility Statement" and
confirm that:
1. The Directors have followed, in the preparation of the annual
accounts, the applicable accounting standards along with proper
explanation relating to material departures if any:
2. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of the
affairs of the Company at the end of the financial year and of the
profit and loss of the Company for the year.
3. The Directors have taken proper and sufficient care 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 or deducting fraud or other irregularities.
4. The Directors have prepared the annual accounts on going concern
basis.
CORPORATE GOVERNANCE
The Report on Corporate Governance and Management Discussion and
Analysis as well as Auditors certificate on Compliance with the code of
Corporate Governance are provided in separate Annexure to this report.
DIRECTORS
Shri S.Narayan resigned from the Board on 30th October 2012 and Shri
A.R.Arunachalam 22nd May 2013. The Board places on record its sincere
appreciation of the guidance and help received from both of them during
their tenure as Directors of the Company.
Shri.N.Meenakshi Sundaram and Shri S.Jambunath retire by rotation at
the forthcoming Annual General Meeting and being eligible offer
themselves for reappointment.
AUDITORS
M/s.N.Venkatesan Associates, Chartered Accountants, Chennai, the
retiring auditors are eligible for reappointment and have given their
consent for reappointment.
PERSONNEL
None of the employees of the Company was in receipt of remuneration,
which comes under the provisions of the Sec. 217 (2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules
1975, as amended.
COMPLIANCE CERTIFICATE
A Secretarial compliance certificate from a company secretary in
practise is attached.
INFORMATION UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956.
Information as per clause (e) of Section 217 (1) of the Companies Act,
1956 read with Companies (Disclosure of particulars in the report of
Board of Directors) Rules, 1988 for the year ended 31st March 2013 is
given below.
CONSERVATION OF ENERGY
2013 2012
Electricity Consumed-Unit 262778 277329
Total Cost Rs.1449401 Rs.1778336
Generator Fuel Rs.2070871 Rs.1658428
Average Cost per unit Rs.5.51 Rs.5.98
Average consumption per unit
of production N.A N.A
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
The manufacturing activity is confined to simple cutting and stitching
of leather garments and hence absorption, adaptation and innovation of
technology do not arise.
RESEARCH AND DEVELOPMENT
Though the Company does not have separate R&D establishment, activities
are carried out by the design and quality control departments.
Expenditure on R& D: NIL
FOREIGN EXCHANGE EARNINGS AND OUTGO
EARNINGS:
F O B Value of Exports. : RS.3129.64 lacs
Out Go:
Selling Expenses in Foreign Currencies: NIL
Foreign Travel Rs.4.47 Lakhs
ACKNOWLEDGEMENT
Your Directors take this opportunity to express their thanks to the
Government of India, Banks and customers and suppliers for their
valuable assistance and support.
Your Directors wish to place on record their appreciation of the
sincere efforts put in by the employees of the Company at all levels.
On Behalf of the Board.
Chennai A R.Ramanathan R M.Lakshmanan
30.05.2013 Managing
Director Whole Time Director.
Mar 31, 2012
The Directors have pleasure in submitting their Twentieth Annual
Report and that of the Auditors' together with the audited Balance
Sheet as at 31st March 2012 and the Profit Loss Account for the year
ended on that date.
FINANCIAL PERFORMANCE (Rs. in lakhs)
PARTICULARS 2012 2011
Income from Operations 4584.07 4917.64
Profit before Depreciation
and Taxation 59.88 60.64
Less:
Depreciation 15.75 12.83
Profit before Tax 44.12 47.81
Provision for Tax 16.46 16.06
Profit after Tax 27.67 31.76
Profit brought forward 275.12 243.35
Profit available for
appropriation 302.78 275.12
Profit/Loss carried to
Balance Sheet 302.78 275.12
DIVIDEND
Your Directors wish to plough back the profit for the year and hence do
not recommend any dividend.
PERFORMANCE
The Company has achieved a turnover of Rs. 4584.07 lacs in 2011-2012
and earned a profit of Rs. 44.12 lacs before tax. The profit after tax
has been Rs. 27.67 lacs.
PROSPECTS
The value of US$ and Euro against the Rupee has gone up in the past few
months & has resulted in an improved realization from exports. This is
likely to benefit the bottom line of the Company in the current year
.The order position is healthy and the
Company should register a modest improvement in its performance in
2012-2013.
DIRECTORS' RESPONSIBILITY STATEMENT
As Stipulated in Section 217 (2AA) of the Companies Act, 1956, your
Directors subscribe to the "Directors' Responsibility Statement" and
confirm that:
1. The Directors have followed, in the preparation of the annual
accounts, the applicable accounting standards along with proper
explanation relating to material departures if any:
2. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of the
affairs of the Company at the end of the financial year and of the
profit and loss of the Company for the year.
3. The Directors have taken proper and sufficient care 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 or deducting fraud or other irregularities.
4. The Directors have prepared the annual accounts on going concern
basis.
CORPORATE GOVERNANCE
The Report on Corporate Governance and Management Discussion and
Analysis as well as Auditors certificate on Compliance with the code of
Corporate Governance are provided in separate Annexure to this report.
DIRECTORS
Shri. S. Narayan and Shri. A.R. Arunachalam retire by rotation at the
forthcoming Annual General Meeting and being eligible offer themselves
for reappointment.
AUDITORS
M/s. N. Venkatesan Associates, Chartered Accountants, Chennai, the
retiring auditors are eligible for reappointment and have given their
consent for reappointment.
PERSONNEL
None of the employees of the Company was in receipt of remuneration,
which comes under the provisions of the Sec. 217 (2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules
1975, as amended.
COMPLIANCE CERTIFICATE
A Secretarial compliance certificate from a company secretary in
practise is attached.
INFORMATION UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956.
Information as per clause (e) of Section 217 (1) of the Companies Act,
1956 read with Companies (Disclosure of particulars in the report of
Board of Directors) Rules, 1988 for the year ended 31st March 2012 is
given below.
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
The manufacturing activity is confined to simple cutting and stitching
of leather garments and hence absorption, adaptation and innovation of
technology do not arise.
RESEARCH AND DEVELOPMENT
Though the Company does not have separate R&D establishment, activities
are carried out by the design and quality control departments.
Expenditure on R& D: NIL
ACKNOWLEDGEMENT
Your Directors take this opportunity to express their thanks to the
Government of India, Banks and customers and suppliers for their
valuable assistance and support.
Your Directors wish to place on record their appreciation of the
sincere efforts put in by the employees of the Company at all levels.
By Order of the Board
AR. Ramanathan
Managing Director
Chennai
31.05.2012
Mar 31, 2010
The Directors have pleasure in submitting their Eighteenth Annual
Report and that of the Auditors together with the audited Balance
Sheet as at 31st March 2010 and the Profit Loss Account for the year
ended on that date.
FINANCIAL PERFORMANCE (Rs. in lakhs)
PARTICULARS 2010 2009
Income from Operations 5254.16 4475.35
Profit before Depreciation and Taxation 94.95 71.33
Less:
Depreciation 9.19 6.11
Prof it before Tax 85.75 65.22
Provision for Tax 27.29 23.27
Profit after Tax 58.46 41.95
Profit brought forward 184.89 142.94
Profit available for appropriation 243.35 184.89
Profit/Loss carried to Balance Sheet 243.35 184.89
DIVIDEND
Your Directors of the Company wish to plough back the profit for the
year and hence do not recommend any dividend for the year.
PERFORMANCE
The Company has achieved a record turnover of Rs.5254.16 lacs in
2009-2010 and earned a profit of Rs.85.75 lacs before tax. The profit
after tax has been Rs.58.46 lacs.
PROSPECTS
The Value of US$ and Euro against the Rupee has gone up in the past few
months has resulted in an improved realization from exports. This is
likely to benefit the bottom line of the Company in the current year
.The order position is healthy and the Company should register a modest
improvement in its performance in the current year.
DIRECTORS RESPONSIBILITY STATEMNENT
As Stipulated in Section 217 (2AA) of the Companies Act1956, your
Directors subscribe to the "Directors Responsibility Statement" and
confirm that:
1. The Directors have followed, in the preparation of the annual
accounts, the applicable accounting standards along with proper
explanation relating to material departures if any:
2. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of the
affairs of the Company at the end of the financial year and of the
profit and loss of the Company for the year.
3. The Directors have taken proper and sufficient care 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 or deducting fraud or other irregularities.
4. The Directors have prepared the annual accounts on going concern
basis.
CORPORATE GOVERNANCE
The Report on Corporate Governance and Management Discussion and
Analysis as well as Auditors certificate on Compliance with the code of
Corporate Governance are provided in separate Annexure to this report.
DIRECTORS
Shri. N.Meenakshi Sundaram and Shri.AR.Arunachalam retire by rotation
at the forthcoming Annual General Meeting and being eligible offer
themselves for re-appointment.
AUDITORS
M/s.N.Venkatesan Associates, Chartered Accountants, Chennai, the
retiring auditors are eligible for reappointment and have given their
consent for re-appointment.
PERSONNEL
None of the employees of the Company was in receipt of remuneration,
which comes under the provisions of the Sec. 217 (2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules
1975, as amended.
COMPLIANCE CERTIFICATE
A Secretarial compliance certificate from a company secretary in
practise is attached.
INFORMATION UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956.
Information as per clause (e) of Section 217 (1) of the Companies Act,
1956 read with Companies (Disclosure of particulars in the report of
Board of Directors) Rules, 1988 for the year ended 31st March 2010 is
given below.
CONSERVATION OF ENERGY
2010 2009
Electricity Consumed-Unit 279420 96430
Total Cost Rs. 14,66,063 Rs.778891.00
Generator Fuel Rs. 9,20,660 Rs.334860.00
Average Cost per unit Rs.5.25 Rs.8.08
Average Consumption per
Unit of production N.A NA
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
The manufacturing activity is confined to simple cutting and stitching
of leather garments and hence absorption, adaptation and innovation of
technology do not arise.
RESEARCH AND DEVELOPMENT
Though the Company does not have separate R&D establishment, activities
are carried out by the design and quality control departments.
Expenditure on R& D: NIL
FOREIGN EXCHANGE EARNINGS AND OUTGO
EARNINGS:
FOB Value of Exports. : RS.4397.67 Lacs
OutGo:
Selling Expenses in Foreign Currencies: NIL
Foreign Travel : Rs.6.07 Lacs
ACKNOWLEDGEMENT
Your Directors take this opportunity to express their thanks to the
Government of India, Banks and customers and suppliers for their
valuable assistance and support.
Your Directors wish to place on record their appreciation of the
sincere efforts put in by the employees of the Company at all levels.
On behalf of the Board.
Chennai AR.Ramanathan RM.Lakshmanan
Date:29.05.2010 Managing Director Whole Time Director