Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting their 13th Annual Report on
the business and operations of the Company and the accounts for the
financial year ended March 31, 2015.
Financial Results
Standalone Consolidated
2014-15 2013-14 2014-15 2013-14
Rupees Rupees Rupees Rupees
Total Revenue 5458775 160066859 7722493 209389473
Profit before
depreciation and tax -133869779 -74949139 -264716617 -211999311
Less: Depreciation 66765710 54545389 100986935 81180253
Profit after
depreciation but
before tax -200635489 -129494529 -365703552 -293179564
Less: Provision
for tax -- -- -- 74090
Deferred tax -23765274 -15338627 -32314874 -30421165
Fringe Benefit
tax
Profit after tax -176870215 -114155902 -333388678 -262832490
Add: Balance
brought forward
from -51921 64295909 -135993232 129897013
previous year
Less: Short
provision
for earlier year -- -2066289 -- -3060337
Less: Minority
Interest in
Current years -- -- -- 2582
Profit
Balance carried
forward -228796496 -51926281 -469381910 -135993232
Dividend
The directors do not recommend payment of dividend keeping in view the
requirement of surplus funds for your Company's future growth. They
trust the shareholders will appreciate their efforts for the future
growth of your Company.
State of Company's affair
The Company registered total revenue of Rs. 54,58,775/- during the year
under review as against Rs. 16,00,66,859/- in the previous financial
year. There is a loss of Rs. (17,68,70,215)/- for the financial year
ended March 31, 2015 compared to Rs. (11,41,55,902)/- in previous
year. Due to high interest costs, ever increasing input costs in all
the segments and adverse market conditions in which the Company
operates, the performance of the Company has not been up to a desired
level.
Deposits
The Company has not accepted any deposits covered under chapter V of
the Companies Act, 2013.
Change in the Nature of Business, if any There were no changes in
nature of the business of the Company done during the year.
Material Changes and Commitment, if any, affecting the financial
position of the Company which have occurred between the end of
financial year of the Company to which the financial statements relate
and the date of report No material changes and commitments have
occurred after the close of the year till the date of this Report,
which affect the financial position of the Company.
Details of significant and material orders passed by the regulators or
courts or tribunals impacting the going concern status and company's
operations in future During the year under review no significant or
material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status and Company's operations in
future.
Details in respect of adequacy of internal financial controls with
reference to the Financial Statements The Company has in place adequate
internal financial controls with reference to financial statements.
During the year, such controls were tested and no reportable material
weakness in the design or operation were observed.
Details of Subsidiary Companies & their Financial Position The Company
has three wholly owned subsidiaries, viz. First Winner Lifestyle
Limited (Material Subsidiary), Ramshyam Textile Industries Limited and
Pal Trading Co. Pvt. Ltd. All companies are in the Textile Business and
have same business line as ours and beneficial to all the Four
companies to work together to reflect better turnover and profitability.
- First Winner Lifestyle Limited:
First Winner Lifestyle Limited is wholly owned subsidiary (Material
Subsidiary) of the Company. It reported the total revenue of Rs.
22,63,438/- and net loss of Rs. (6,36,29,381)/-.
- Ramshyam Textile Industries Limited:
Ramshyam Textile Industries Limited, a wholly owned subsidiary of the
Company did not undertake any business during the financial year under
review.
- Pal Trading Company Private Limited:
Pal Trading Company Private Limited is a wholly owned subsidiary of the
Company. It only earned an Interest income from long term investments
during the financial year under review.
The audited accounts of the subsidiary companies are placed on
Company's website.
Consolidated Financial Statements
The Consolidated Financial Statement, prepared by the Company in
accordance with the applicable Accounting Standards issued by the
Institute of Chartered Accountants of India and the provisions of the
Listing Agreement with the stock exchanges forms the part of this
annual report.
Directors' Responsibility Statement
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards read with requirements
set out under Schedule III to the Act, have been followed and there are
no material departures from the same;
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 March 31, 2015 and of the Profit of the Company
for the year ended on that date;
c) 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 and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a 'going concern'
basis;
e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
f ) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
Corporate Social Responsibility (CSR)
During any financial year preceding the FY 2014-15 the Company was not
falling under any of the criteria which mandate the Company to comply
with the Section 135 of the Companies Act, 2013 in FY 2014-15.
Contracts & Arrangements with Related Parties
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in ordinary course
of business and on arm's length basis. During the year, the Company had
not entered into any contract / arrangement / transaction with related
parties which could be considered material in accordance with the
policy of the Company on materiality of related party transactions.
The policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be
accessed on company's website. Details of establishment of Vigil
Mechanism for directors and employees In accordance with the provisions
of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing
Agreement, your Company has a vigil mechanism which has incorporated a
whistle blower policy with a view to provide a mechanism for directors
and employees of the Company to approach the Chairman of the Audit
Committee of the Company. Protected disclosures can be made by a
whistle blower through the complaint box(es) provided at every
unit/office of the Company to the Chairman of the Audit Committee. The
Policy on vigil mechanism and whistle blower policy can be accessed on
the Company's website.
Statutory Auditors and Auditors' Report
At the Annual general Meeting, members are requested to ratify the
appointment of M/s. AVCS & Associates, Chartered Accountants, Mumbai,
(Membership No. 148465) as the Statutory Auditors of the Company, to
hold office from the conclusion of this 13th Annual General Meeting
until the conclusion of the 18th Annual General Meeting and are
eligible for re-appointment. They have confirmed their eligibility to
the effect that their re-appointment, if made, would be within the
prescribed limits under the Act and that they are not disqualified for
re-appointment.
The specific notes forming the part of the accounts referred to in the
Auditor's Report are self explanatory and give complete information and
addresses the qualification/reservation/remark/disclaimers in the
Audit Report.
Internal Auditor
M/s. J. H. Ghumara, Chartered Accountant, Mumbai (Membership No. 14320)
are the Internal Auditors of the Company.
Secretarial Auditor
Mr. Nishant Jawasa & Associates, practicing Company Secretary was
appointed as a Secretarial Auditor to undertake the Secretarial Audit
of the Company for the Financial Year 2014-2015. Their secretarial
Audit report, in prescribed format is annexed to the Directors Report
as Annexure  I. The report is self explanatory and give complete
information and addresses thequalification/reservation/remark/
disclaimers in the Report.
Directors & Key Managerial Personnel
1. Change in Directors and Key Managerial Personnel:
In Accordance with the provision of the Act and the Articles of
Association of the Company Mrs. Anita Patodia is liable to retire by
rotation at the ensuing annual general meeting and being eligible offer
herself for re-appointment and your directors recommend the
re-appointment in the interest of the Company.
During the financial year under review, Ms. Priyaka Upadhyay and Mr.
Nand Kishore Tiwari were appointed as an Additional Directors of the
Company with effect from 28.10.2014 and 31.03.2015 respectively and
were regularize as Independent Non Executive Directors at the Extra
Ordinary General Meeting of the Company on 30.04.2015.
Further pursuant to the Section 203 of the Companies Act, 2013 ("the
Act"), the Company was required to appoint the Chief Executive Officer
(CEO) & Chief Financial Officer (CFO). Accordingly, Mr. Rinku Patodia
was appointed as CEO & Mrs. Anita Patodia, was appointed as the CFO of
the Company by the Board in the meeting held on 31.03.2015.
2. Declaration by an Independent Director(s) and re-appointment:
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under the Act and Clause 49 of the
Listing Agreement with the Stock Exchanges.
The brief resumes and other details relating to the Director who is
proposed to be re-appointed as required to be disclosed under Clause 49
of the Listing agreement, forms part of the Annual Report.
3. Formal Annual Evaluation:
The Board recognize the importance of reviewing and improving upon its
performance. For this purpose they discuss the effectiveness of the
functioning of the Chairman, Executive Directors, and other Directors
and to agree ways in which performance can be further improved looking
at the likely needs in future.
A structured questionnaire was prepared after taking into
consideration, various aspect of the Board's functioning, composition
of the Board and its committees, culture, execution and performance of
specific duties, obligation and governance.
The Performance evaluation of the Chairman and Non-independent
Directors was carried out by the Independent Directors. The Board of
Directors expressed their satisfaction with evaluation process of
Board.
Familiarization programme for Independent Directors
The Company proactively keeps its directors informed of the activities
of the Company, its management and operations and provides an overall
industry prospective as well as issues being faced by the industries.
The Details of programmes for familiarization of Independent Directors
with the Company, their roles, rights, responsibilities in the Company
and related matters are put up on the website of the Company at its
website.
Number of meetings of the Board of Directors
During the year seven meetings of the Board of Directors were held
during the year. The details of the same has mentioned in the Corporate
Governance Report.
Audit & Risk Management Committee
Pursuant to Clause 49 of the Listing Agreement it is required to
constitute a Risk Management Committee. Since Terms of Reference of the
Audit Committee also includes the roles, responsibility and power which
are required to be fulfilled by the Risk Management Committee, it was
proposed to, instead of creating separate committee for the Risk
Management, change the name of the Audit Committee to Audit & Risk
Management Committee.
The Audit & Risk Management Committee consists of two independent
Non-executive Directors and One Executive Director. The Members of the
Committee are well versed in finance matters, accounts, company law
and general business practices. The detail composition of the Audit &
Risk Management Committee is given in the Corporate Governance Report.
All the recommendations made by the Audit & Risk Management Committee
were accepted by the Board.
Policy on Directors' appointment and Remuneration including criteria
for determining qualifications, positive attributes independence of a
director:
Based on the recommendation of Nomination and Remuneration Committee
(NRC) the Board has adopted the Remuneration policy for directors, KMP
and other employees. NRC has formulated the criteria for determining
qualifications, positive attributes and independence of an Independent
Director and also criteria for evaluation of Individual directors and
the Board / Committees. The Remuneration policy is given by way of
Annexure  II to this report.
Particulars of Loans, Guarantees or Investments Under Section 186 of
The Companies Act, 2013, during FY 2014-15:
The Company has not given any loans, guarantees or made investments
under Section 186 of the Companies Act, 2013.
Share Capital
The Company has not issued any shares (including sweat equity shares)
to employees of the Company under any scheme including ESOS.
Management Discussion and Analysis
The Management Discussion and Analysis Report, which gives a detailed
account of operations of your company and the market in which it
operates, including initiative taken by the company to further its
business, forms part of this Annual Report.
Corporate Governance
A report on Corporate Governance along with a certificate from the
auditors of the Company regarding the compliance of conditions of
corporate governance as stipulated under Clause 49 of the Listing
Agreement is annexed to this report.
Conservation of energy, technology absorption, foreign exchange
earnings and outgo:
Information pursuant to Section 134 (3) (m) of the Companies act, 2013,
relating to conservation of energy technology absorption, foreign
exchange earnings and outgo is given as Annexure III to this report.
Particulars of Employee
The Information required under Section 197 of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel), Rules, 2014 are given as Annexure IV to this Report.
None of the Company's Employees were covered by the disclosure
requirement pursuant to the provisions of Section 197 of the Companies
Act, 2013 read with Rules 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
Extract of Annual Return
Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 read
with Rule 12(1) of the Companies (Management and Administration) Rules,
2014 the extract of Annual Return in prescribed Form No. MGT-9 is given
as Annexure V to this report.
ACKNOWLEDGEMENT
The Board of Directors thanks the Banks, Central and State Government
authorities and all the stakeholders for their continued co-operation
and support to the Company.
Mumbai, 30th May, 2015. For and on behalf of the Board
Registered Offi ce: 605,
Business Classic, First Winner Industries
Limited
Chincholi Bunder Road,
Malad (West), Mumbai-400 064. sd/-
Rinku Patodia
Chairman & Managing Director
DIN: 00752500
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting their Twelvth Annual Report
and Accounts for the year ended March 31, 2014. FINANCIAL RESULTS
2013-14 2012-13
Rupees Rupees
Profit before depreciation and tax -74949139 -53468766
Less: Depreciation 54545389 56338028
Profit after depreciation but before tax -129494528 -109806794
Less: Provision for tax -- --
Deferred tax -15338627 -13006615
Fringe Benefit tax -- --
Profit after tax -114155901 -96800179
Add: Balance brought forward from 64295909 161096088
previous year
Less: Short provision for earlier year -2066289 --
Balance carried forward -51926281 64295909
DIVIDEND
The directors do not recommend payment of dividend keeping in view the
requirement of surplus funds for your Company''s future growth. They
trust the shareholders will appreciate their efforts for the future
growth of your Company.
DEPOSITS
The Company has not accepted any deposits pursuant to section 58A of
the Companies Act, 1956 and the Rules framed there under including
Companies (Acceptance of Deposits) Rules, 1975.
AUDITORS'' REPORT
The Auditors'' report to the shareholders does not contain any
qualifications.
DIRECTORS'' RESPONSIBILITY STATEMENT
The Board of Directors ofthe Company confirms:
i. that in the preparation of the annual accounts, the applicable
Accounting Standards have been followed and there has been no material
departure;
ii. that the selected Accounting Policies were applied consistently
and the Directors made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31, 2014 and of the profit of the company for
the year ended on that date;
iii. that 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; and
iv. that the annual accounts have been prepared on going concern basis.
DIRECTORS
Mrs. Anita Patodia is liable to retire by rotation at the ensuing
annual general meeting and being eligible offer herself for
re-appointment and your directors recommend the re-appointment in the
interest of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report, which gives a detailed
account of operations of your company and the market in which it
operates, including initiative taken by the company to further its
business, forms part of this Annual Report.
CORPORATE GOVERNANCE
A report on Corporate Governance along with a certificate from the
auditors of the Company regarding the compliance of conditions of
corporate governance as stipulated under Clause 49 of the Listing
Agreement is annexed to this report.
AUDITORS
M/s Sarvaiya & Co., Chartered Accountants, hold office until the
conclusion of the forthcoming Annual General Meeting and are
recommended for re-appointment and authorize Board to fix their
remuneration.
SUBSIDIARIES
Your company has three wholly owned subsidiaries, viz. First Winner
Lifestyle Limited, Ramshyam Textile Industries Limited and Pal Trading
Co. Pvt. Ltd. All companies are in the Textile Business and have same
business line as ours and beneficial to all the Four companies to work
together to reflect better turnover and profitability.
The requisite disclosure in accordance with Section 212 of the
Companies Act, 1956 in respect of the subsidiaries annexed to and form
part of this Report.
FUTURE OUTLOOK
As you all know year from the year 2011,the textile industry had an
experience of huge economic crises. Practically there was a recession
in all global market. Textile industries also as a whole suffered a
lot. Lower global demand, domestic policy uncertainties and the
cumulative impact of monetary tightening contributed to growth slowing
down considerably to the estimated level. All three sectors of the
economy - agriculture, industry and services - slowed down. Even though
there was moderation in agriculture growth, the year witnessed an
all-time high food grains output. The services sector moderated
primarily due to the slowdown in construction, while the disappointing
performance of mining and manufacturing sub-sectors contributed to
slackening of industrial growth.
DISCLOSURE OF PARTICULARS
Information as per the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988, relating to Conservation of
Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are
given in Annexure forming part of this Report.
PARTICULARS OF EMPLOYEES
None of the Employee is in receipt of remuneration up to the limits
prescribed under Section 217(2A) of the Companies Act, 1956 and the
Rules made there under.
PERSONNEL
The Board of Directors wishes to express its appreciation for the
outstanding contribution made by employees to the operations of the
Company during the year.
ACKNOWLEDGEMENT
The Board of Directors thanks the Banks, Central and State Government
authorities and all the stakeholders for their continued co-operation
and support to the Company.
Mumbai, 28th May, 2014. For and on behalf of the Board
Registered Office:605,Business Classic, First Winner Industries Limited
Chincholi Bunder Road,
Malad (West), Mumbai-400 064. sd/-
Rinku Patodia
Chairman
Mar 31, 2012
The Directors have pleasure in presenting their Tenth Annual Report and
Accounts for the year ended March 31, 2012.
FINANCIAL RESULTS
2011-12 2010-11
Rupees Rupees
Profit before depreciation and tax 66902956 89955896
Less: Depreciation 44639692 29057353
Profit after depreciation
but before tax 22263264 60898543
Less: Provision for tax 4482110 12916346
Deferred tax 7541618 20943432
Fringe Benefit tax - -
Less: Short provision for earlier year 47380 (45302)
Profit after tax 10192156 27084068
Add: Balance brought forward from
previous year 145552298 133180053
Appropriation:
Proposed Dividend - 12616397
Tax on Proposed Dividend - 2095426
Add: Excess provision for tax of
previous year 5351634 -
Balance carried forward 161096088 145552298
DIVIDEND
The directors do not recommend payment of dividend keeping in view the
requirement of surplus funds for your Company's future growth. They
trust the shareholders will appreciate their efforts for the future
growth of your Company.
DEPOSITS
The Company has not accepted any deposits pursuant to section 58A of
the Companies Act, 1956 and the Rules framed there under including
Companies (Acceptance of Deposits) Rules, 1975.
AUDITORS' REPORT
The Auditors' report to the shareholders does not contain any
qualifications.
DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors of the Company confirms:
i. that in the preparation of the annual accounts, the applicable
Accounting Standards have been followed and there has been no material
departure;
ii. that the selected Accounting Policies were applied consistently
and the Directors made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31, 2012 and of the profit of the company for
the year ended on that date;
iii. that 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; and
iv. that the annual accounts have been prepared on going concern
basis.
DIRECTORS
Mrs. Anita Patodia is liable to retire by rotation at the ensuing
annual general meeting and being eligible offer herself for re-
appointment and your directors recommend the re-appointment in the
interest of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report, which gives a detailed
account of operations of your company and the market in which it
operates, including initiative taken by the company to further its
business, forms part of this Annual Report.
CORPORATE GOVERNANCE
A report on Corporate Governance along with a certificate from the
auditors of the Company regarding the compliance of conditions of
corporate governance as stipulated under Clause 49 of the Listing
Agreement is annexed to this report.
AUDITORS
The Joint Auditors M/s Deshmukh & Associates and M/s Praful M. Joshi,
Chartered Accountants, hold office until the conclusion of the
forthcoming Annual General Meeting and are recommended for
re-appointment and authorize Board to fix their remuneration.
SUBSIDIARIES
Your company has three wholly owned subsidiaries, viz. First Winner
Lifestyle Limited, Ramshyam Textile Industries Limited and Pal Trading
Co. Pvt. Ltd. All companies are in the Textile Business and have same
business line as ours and beneficial to all the Four companies to work
together to reflect better turnover and profitability.
The requisite disclosure in accordance with Section 212 of the
Companies Act, 1956 in respect of the subsidiaries annexed to and form
part of this Report.
FUTURE OUTLOOK
As you all know year 2011-2012 was a year of global crises & had an
experience of huge economic crises. Practically there was a recession
in all global market. Textile industries also as a whole suffered a
lot. This situation made us to take very strict measures & to arrest
the huge losses. Our quick action on this regard like reduction in
employment, giving higher allocation of work, introduction of high
value product, increase in our own fabric sales instead of relying on
job work, cost control on fuel & power has helped us and this will make
a batter tomorrow for an upcoming year.
DISCLOSURE OF PARTICULARS
Information as per the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988, relating to Conservation of
Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are
given in Annexure forming part of this Report.
PARTICULARS OF EMPLOYEES
None of the Employee is in receipt of remuneration up to the limits
prescribed under Section 217(2A) of the Companies Act, 1956 and the
Rules made there under.
PERSONNEL
The Board of Directors wishes to express its appreciation for the
outstanding contribution made by employees to the operations of the
Company during the year.
ACKNOWLEDGEMENT
The Board of Directors thanks the Banks, Central and State Government
authorities and all the stakeholders for their continued co-operation
and support to the Company.
Registered Office: For and on behalf of the Board
605, Business Classic, First Winner Industries Limited
Chincholi Bunder Road,
Malad (West), Mumbai-400 064. sd/-
Rinku Patodia
Chairman
Mumbai, August 31, 2012.
Mar 31, 2011
Dear Shareholders,
The Directors have pleasure in presenting their Ninth Annual Report and
Accounts for the year ended March 31, 2011.
FINANCIAL RESULTS
2010-11 2009-10
Rupees Rupees
Profit before depreciation and tax 89955896 83533412
Less: Depreciation 29057353 27392289
Profit after depreciation but
before tax 60898543 56141123
Less: Provision for tax 12916346 10270833
Deferred tax 20943432 13564194
Fringe Benefit tax - -
Less: Short provision for earlier
year 45302 89570
Profit after tax 27084068 32216526
Add: Balance brought forward from
previous year 143519048 111302522
Appropriation:
Proposed Dividend 12616397 8866397
Tax on Proposed Dividend 2095426 1472598
Balance carried forward 155891293 133180053
DIVIDEND
The Board of Directors of your Company has recommended a dividend of 5%
per equity share of Rs. 10/- each.
DEPOSITS
The Company has not accepted any deposits pursuant to section 58A of
the Companies Act, 1956 and the Rules framed there under including
Companies (Acceptance of Deposits) Rules, 1975.
AUDITORS' REPORT
The Auditors' report to the shareholders does not contain any
qualifications.
DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors of the Company confirms:
i. that in the preparation of the annual accounts, the applicable
Accounting Standards have been followed and there has been no material
departure;
ii. that the selected Accounting Policies were applied consistently and
the Directors made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31, 2011 and of the profit of the company for
the year ended on that date;
iii. that 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; and
iv. that the annual accounts have been prepared on going concern
basis.
DIRECTORS
Mr. B. G. Agarwal is liable to retire by rotation at the ensuing annual
general meeting and being eligible offer himself for re- appointment
and your directors recommend the re-appointment in the interest of the
Company.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report, which gives a detailed
account of operations of your company and the market in which it
operates, including initiative taken by the company to further its
business, forms part of this Annual Report.
CORPORATE GOVERNANCE
A report on Corporate Governance along with a certifcate from the
auditors of the Company regarding the compliance of conditions of
corporate governance as stipulated under Clause 49 of the Listing
Agreement is annexed to this report.
AUDITORS
The Joint Auditors M/s Deshmukh & Associates and M/s Praful M. Joshi,
Chartered Accountants, hold office until the conclusion of the
forthcoming Annual General Meeting and are recommended for
re-appointment and authorize Board to fix their remuneration.
SUBSIDIARIES
In accordance with the general circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Profit and
Loss and other documents of the subsidiary companies are not being
attached with the Balance sheet of the Company. The Company will make
available the Annual Accounts of the subsidiary companies and the
related detailed information to any member of the Company who may be
interested in obtaining the same. The annual accounts of the subsidiary
companies will also be kept open for inspection at the Registered
Office of the Company. The Consolidated Financial Statements present by
the Company including the financial results of its subsidiary
companies.
Your company has three wholly owned subsidiaries, viz. First Winner
Lifestyle Limited, Ramshyam Textile Industries Limited and Pal Trading
Co. Pvt. Ltd. All companies are in the Textiles Business and having
same business line as of ours and beneficial to all the Four companies
to work together to refect better turnover and profitability.
In the interest of our share holder the company has decided to up load
the annual account of its subsidiaries companies with the annual report
on its web site.
FUTURE OUTLOOK
Your directors are happy to inform you that this year was good for
textile business as a whole and in particular it was very good for your
company. As our special field of fine variety woven coloured checks we
could have made much higher profits if the cost of raw material, fuel
and labour would not have increased significantly.
We are pleased to inform you that the yarn dyeing project is ready for
bulk production. Initial trials are already organized and now we are
confident to have very good output as all our customers, those who are
getting their fabric woven from us, are very much interested to load us
with their requirements.
As you are aware that our garment division is supplying to the market,
full range of men's clothing and apparels like casual shirts, party
shirts, formal shirts, denim jeans and formal trousers under the brand
names of "Vencedor" and "Seiger", in addition, I am delighted to inform
you that we have also started marketing and export of fabrics. We have
received very good response from the market for our products.
The present textile business and response to your company for textile
marketing has been very encouraging. It gives us the motivation for
further expansion in the form of fabric processing division. In the
near future, we propose to come out with our processing unit.
DISCLOSURE OF PARTICULARS
Information as per the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988, relating to Conservation of
Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are
given in Annexure forming part of this Report.
PARTICULARS OF EMPLOYEES
None of the Employee is in receipt of remuneration up to the limits
prescribed under Section 217(2A) of the Companies Act, 1956 and the
Rules made there under.
PERSONNEL
The Board of Directors wishes to express its appreciation for the
outstanding contribution made by employees to the operations of the
Company during the year.
ACKNOWLEDGEMENT
The Board of Directors thanks the Banks, Central and State Government
authorities and all the stakeholders for their continued co-operation
and support to the Company.
For and on behalf of the Board
First Winner Industries Limited
Sd/-
Rinku Patodia
Chairman
Mumbai, August 30, 2011.
Registered Office:
605, Business Classic,
Chincholi Bunder Road,
Malad (West),
Mumbai-400 064.
Mar 31, 2010
The Board of Directors have pleasure in presenting their Eighth Annual
Report and Accounts for the year ended March 31, 2010.
FINANCIAL RESULTS
2009-10 2008-09
Rupees Rupees
Proft before depreciation and tax 83533412 68619043
Less: Depreciation 27392289 15556846
Proft after depreciation
but before tax 56141123 53062197
Less: Provision for tax 10270833 5614933
Deferred tax 13564194 19605502
Fringe Beneft tax - 149460
Less: Short provision
for earlier year 89570 2965
Proft after tax 32216526 27695266
Add: Balance brought forward
from previous year 111302522 83607256
Appropriation:
Proposed Dividend 8866397 -
Tax on Proposed Dividend 1472598 -
Balance carried forward 133180053 111302522
DIVIDEND
The Board of Directors of your Company has recommended a dividend of 5%
per equity share of Rs. 10/- each.
DEPOSITS
The Company has not accepted any deposits pursuant to section 58A of
the Companies Act, 1956 and the Rules framed there under including
Companies (Acceptance of Deposits) Rules, 1975.
AUDITORS REPORT
The Auditors report to the shareholders does not contain any
qualifcations.
DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors of the Company confrms:
i. that in the preparation of the annual accounts, the applicable
Accounting Standards have been followed and there has been no material
departure;
ii. that the selected Accounting Policies were applied consistently and
the Directors made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31, 2010 and of the proft of the company for
the year ended on that date;
iii. that 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; and
iv. that the annual accounts have been prepared on going concern
basis.
DIRECTORS
Mr. M. K. Sinha is liable to retire by rotation at the ensuing annual
general meeting and being eligible offer them selves for re-
appointment and your directors recommend the re-appointments in the
interest of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report, which gives a detailed
account of operations of your company and the market in which it
operates, including initiative taken by the company to further its
business, forms part of this Annual Report.
CORPORATE GOVERNANCE
A report on Corporate Governance along with a certifcate from the
auditors of the Company regarding the compliance of conditions of
corporate governance as stipulated under Clause 49 of the Listing
Agreement is annexed to this report.
AUDITORS
The Joint Auditors M/s Deshmukh & Associates and M/s Praful M. Joshi,
Chartered Accountants, hold offce until the conclusion of the
forthcoming Annual General Meeting and are recommended for
re-appointment and authorize Board to fx their remuneration.
SUBSIDIARIES
Your company has three wholly owned subsidiaries, viz. First Winner
Lifestyle Limited, Ramshyam Textile Industries Limited and Pal Trading
Co. Pvt. Ltd. All companies are in the Textiles Business and having
same business line as of ours and it is benefcial to all the Four
companies to work together to refect better turnover and proftability.
The requisite disclosure in accordance with Section 212 of the
Companies Act, 1956 in respect of the subsidiaries annexed to and form
part of this Report.
FUTURE OUTLOOK
Your directors are happy to inform you that the year 2009-10 was
reasonably good for the textile business. At the same time, due to very
high demand, particularly, for the colour woven checks, we are able to
cater the total need with a high production targets. The demand is
expected to remain good during the years to come.
As stated in our earlier annual report, all the looms have been
installed and now are in operation. Your company has also decided to
have forward integration by putting up fabric processing units. Looking
to the woven fabric demand company is also planning for further
expansion of looms, warping & sizing. This will be value addition to
our profts.
Your Company plans to launch its own range of apparels, which carries a
wide range of Mens casual shirts, formal shirts, party wear shirts,
Denim Jeans & formal trousers under the brand name of ÃVencedor and
SiegerÃ. (Logo printed in the Annual Report.). We are going to launch
the product in the market by October, 2010. Besides this, soon we will
start tying up with overseas buyers for garment exports.
DISCLOSURE OF PARTICULARS
Information as per the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988, relating to Conservation of
Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are
given in Annexure forming part of this Report.
PARTICULARS OF EMPLOYEES
None of the Employee is in receipt of remuneration up to the limits
prescribed under Section 217(2A) of the Companies Act, 1956 and the
Rules made there under.
PERSONNEL
The Board of Directors wishes to express its appreciation for the
outstanding contribution made by employees to the operations of the
Company during the year.
ACKNOWLEDGEMENT
The Board of Directors thanks the Banks, Central and State Government
authorities and all the stakeholders for their continued co-operation
and support to the Company.
For and on behalf of the Board
First Winner Industries Limited
Rinku Patodia
Chairman
Mumbai, August 14, 2010.
Registered Offce: 605, Business Classic,
Chincholi Bunder Road, Malad (West), Mumbai-400 064.