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Directors Report of Ginni Filaments Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their report on the business and operation of your Company together with the Audited Financial Statements for the year ended March 31, 2015.

(Rs. in Lacs)

FINANCIAL RESULTS 2014-15 2013-14

Total Revenue 85195.92 87568.77

Profit before Depreciation, Finance Cost & Tax 9231.38 12601.43

Less : Finance Cost 4484.29 3773.30

Less : Depreciation and Amortisation Expenses 3167.45 2446.44

Less: Exceptional Items 293.80 1348.46

Profit before Tax 1285.84 5033.23 Provision for Tax

* Current 275.50 1090.10

* Deferred 503.75 1585.75

* Mat Credit Entitlement / Tax Adjustment (271.03) (1269.74)

Profit after Tax 777.62 3627.12

DIVIDEND AND RESERVES

Your Directors do not recommend any dividend for the financial year ended March 31,2015 and no amount has been transferred to General Reserve.

OPERATIONS AND STATE OF COMPANY AFFAIRS

During the year under review your Company's Total Revenue has decreased from Rs. 87569 lacs to Rs. 85196 lacs and Earnings before Interest, depreciation and Tax (EBIDTA) also decreased from Rs. 12601 lacs to Rs. 9231 lacs.

Company has earned profit after tax of Rs. 778 lacs after making a provision of Rs. 294 lacs towards recompense liability under CDR guidelines in year under review against profit after tax of Rs. 3627 lacs in previous financial year.

The overall decrease in turnover of the Company during the year under review is due to decrease in cost of cotton and corresponding fall in cotton yarn prices. The profit margin during the year under review was under pressure due to slow demand of cotton yarn in the international as well as domestic market.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis on matters related to the business performance, as stipulated in Clause 49 of the Listing Agreement with stock exchange(s), forms part of this Board's report and is annexed as Annexure - 'A'.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board deeply condole the sad demise of Dr. Rajaram Jaipuria, Founder Chairman and Managing Director of the Company who passed away on January 17, 2015 and pray to the almighty to give peace to the departed. The Board take on record the extra ordinary services rendered by Dr. Jaipuria who had founded the Company in the year 1990 and worked assiduously to ensure its success all through. He was a visionary who later on conceived the project for Technical Textiles and set up a state of art plant at Panoli (Gujarat). His unique entrepreneurial zeal and fighting spirit will always be remembered. He was greatly admired by the Textile Industry for his long experience and foresight. The Board pay rich tributes and recall with fondness his qualities of head and heart, unique leadership, corporate integrity, mutual respect, understanding and place on record the deep appreciation for the valuable services and guidance rendered by him to the Company during his tenure as Chairman and Managing Director of the Company.

EXIM Bank Ltd. has withdrawn the nomination of Shri Subhasis Dhal as the EXIM Bank's nominee on the Board of Director vide its letter dated December 1, 2014 with effect from the same date. The Board places on record its deep appreciation for the valuable services and guidance rendered by Shri Subhasis Dhal to the Company during his tenure as Director of the Company.

As per provision of Section 152 of the Companies Act, 2013 Shri Ram Ratan Maheshwari, Director, retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

Sh. Joginder Pal Kundra, Dr. Har Prasad Bhattacharya, Shri Jugal Kishore Bhagat, Dr. Ramesh Chandra Vaish, Shri Sushil Chandra Tripathi and Smt. Manju Rana were appointed as Independent Directors of the Company at last AGM held on Septem- ber 10, 2014, to hold office for five consecutive years for a term upto September 9, 2019.

The Company has received declaration from all independent directors of the company confirming that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and under clause 49 of the Listing Agreement.

The Board, at their meeting held on May 2, 2015, noted that Sh. Shishir Jaipuria, Managing Director, Sh. Suresh Singhvi, Direc- tor-Finance & CFO and Sh. Rajesh Tripathi, Company Secretary are the Key Managerial Personnel (KMP) under section 203 of the Companies Act, 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the listing agreement, the Board has carried out an annual performance evaluation of its own performance and of the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The performance evaluation of the Chairman and the Non Indepen- dent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department and appreciated the timely information flow which enables the Board & Committees of the Board to have full understanding of the rules & regulations to be abided under the Companies Act and the Corporate Governance of listing agreement. The performance evaluation of the Independent Directors was carried out by Board based on the Directors participations in the discussion and various deliberations and the Board expressed its satisfaction on the same.

VIGIL MECHANISM / WHISTLE BLOWER POLICY & NOMINATION AND REMUNERATION POLICY

The Board has formulated a vigil mechanism for the directors and employees to report genuine concerns and such mechanism shall provide adequate safeguards against victimization of persons who use such mechanism and made provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Board has also on the recommenda- tion of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The details of these policies are stated in the Corporate Governance Report.

MEETINGS OF THE BOARD

During the year under review, four (4) Board Meetings were held on May 2, 2014, August 1, 2014, November 12, 2014 and February 13, 2015 and four (4) Audit Committee meetings were held at same date. In accordance with the requirement from time to time other Committee meetings were held and one separate meeting of Independent Directors was also held. The attendance of the Directors who attended the Board Meetings and Committees thereof have been included in the Corporate Governance Report.

CODE OF CONDUCT

The Code of conduct laid down by the Board is in operation in the Company. All Board members and senior management personnel have affirmed the compliance with the code. The declaration to this effect is enclosed to the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013, to the best of knowledge and belief and according to the information and explanations obtained, your Directors make the following statements that :

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

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 and loss of the company for 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 Companies Act, 2013 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 were operating effectively; and

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, company has not given any Loans, Guarantees or made any Investments covered under the provisions of Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with related parties for the year under review were in the ordinary course of business and are placed before the Audit Committee on regular basis. Omnibus approval was obtained for transactions which are of repetitive nature. All the transactions entered with related parties do not attract the provisions of Section 188 of the Companies Act, 2013 except one related party transaction which is covered under sub-section (1) of section 188 of the Companies Act, 2013, the particulars of said contract or arrangement with related party in the form AOC-2 is annexed as Annexure 'B'.

RISK MANAGEMENT

The company has a risk management committee which has the responsibility to identify the risk and suggest the management the mitigation plan for the identified risks. The detail of risks and other concerns are included in the Management Discussion and Analysis which is the part of this Board's Report.

CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 of the Companies Act, 2013, The Board of Directors of the Company has constituted a Corporate Social Responsibility Committee (CSR Committee). The Committee comprises of four Directors out of which two are Independent Direc- tors. The CSR Committee framed a CSR policy of the Company and recommended to the Board for approval which was approved by the Board of Directors of the Company. The Company has taken initiatives towards advancement of computer education among the children and contributed for development and establishment of a computer lab. The Annual Report on Corporate Social Responsibility Activities, forms part of this Board's Report and is annexed as Annexure 'C'.

EXTRACT OF THE ANNUAL RETURN

In terms of provision of Section 134 (3) (a) of the Companies Act, 2013, the extract of the Annual Return as provided under section (3) of the Section 92 in form MGT-9, forms part of this Board's Report and is annexed as Annexure - 'D'.

FIXED DEPOSITS

The Company has neither invited nor accepted any fixed deposits from the public or its employees under section 73 of Companies Act, 2013 and rules made thereunder, during the year under review.

DETAILS OF MATERIAL CHANGES AND COMMITMENTS

There is no significant and material order, after March 31, 2015, passed by any of regulators, court of law or tribunals impacting the going concern status of the company or impacting its operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an internal control system, commensurate with the size, scale and complexity of its operation. The details have been included in the Management Discussion and Analysis which is the part of this Board's Report.

STATUTORY AUDIT

M/s. P. L. Gupta & Co., Chartered Accountants, (Firm Registration No.011575C) Statutory Auditors of the Company, were reap- pointed as Auditors of the Company at 31st Annual General Meeting (AGM) held on September 10, 2014, to hold office from the conclusion of 31st AGM until the conclusion of the 34th AGM subject to ratification of the appointment by the members at every AGM. The Company has received an eligibility letter under section 141 of the Companies Act, 2013 and rules made thereunder that they are not disqualified.

The Board of Directors based on recommendation of Audit Committee, recommends the ratification of the appointment of M/s P L Gupta & Co. as Statutory Auditors from the conclusion of ensuing Annual General Meeting till the conclusion of next Annual General Meeting in terms of Section 139 of the Companies Act, 2013 and the rules made thereunder.

COST AUDIT

The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s K. G. Goyal & Associates, Cost Accountants (Firm Registration No. 000024), as Cost Auditor to audit the cost accounts of the Company for the Financial Year 2015-16. In accordance with the provisions of Section 148 of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the cost Auditors required ratification by the shareholders of the company.

The cost audit reports for the Financial Year 2013-14 which was required to be filed in XBRL mode with the Ministry of Corporate Affairs has been filed in time on August 21,2014.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Mr. Praveen Dua, Proprietor of M/s PD and Associates, Company Secretary in practice as Secretarial Auditor of the Company to conduct the Secretarial Audit for the Financial Year ended March 31,2015. The Secretarial Audit Report is annexed as Annexure -'E'.

AUDITOR'S REPORTS

The Auditors Report on the Audited Financial Statement of the Company for the year ended 31st March, 2015 do not contain any qualification, reservation or adverse remark so need not require any explanation or comment.

The Secretarial Audit Report for the Financial Year ended on March 31, 2015 issued by Secretarial Auditor do not contain any qualification, reservation or adverse remark so need not require any explanation or commen.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and out-go, in accordance with the requirement of the Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Account) Rules, 2014 forms part of this Board's Report and is annexed as Annexure - 'F'.

REMUNERATION AND PARTICULARS OF EMPLOYEES

The information in accordance with the provisions of Section 197 of the Companies Act, 2013 read with rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - 'G'.

CORPORATE GOVERNANCE

Your Company is in compliance with the requirements and disclosures with respect to the Code of Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchange(s). As a listed company, necessary measures are taken to comply with the Listing Agreements with the Stock Exchange(s). A report on Corporate Governance as stated above, along with a certificate of compliance from the Statutory Auditors M/s P.L. Gupta & Co., Chartered Accountants, forms part of this Board's Report and is annexed as Annexure - 'H'.

ACKNOWLEDGEMENT

Your Directors would like to gratefully acknowledge and place on record their sincere appreciation for the cooperation and assis- tance received from its stakeholders, valued customers, suppliers, banks, financial institutions, government authorities and stock exchanges. The Directors also wish to place on record their sincere appreciation of the devoted and dedicated services rendered by all Executives, Staff Members and Workmen of the Company.

For and on behalf of the Board of Directors

Place : Noida (U.P.) SHISHIR JAIPURIA Date : May 4, 2015 Chairman & Managing Director


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their report on the business and operation of your Company together with the Audited Accounts for the year ended March 31,2014.

(Rs.in Lacs)

FINANCIAL RESULTS 2013-14 2012-13

Total Revenue 87568.77 74653.32

Profit before Depreciation, Finance Cost & Tax 12601.43 9545.80

Less : Finance Cost 3773.30 4423.75

Less : Depreciation and Amortisation Expenses 2446.44 2415.66

Less: Exceptional Items 1348.46 -

Profit before Tax 5033.23 2706.39

Provision for Tax

- Current 1090.10 48.09

- Deferred 1585.75 904.80

- Mat Credit Entitlement / Tax Adjustment (1269.74) -

Profit after Tax 3627.12 1753.50

DIVIDEND

Your Directors do not recommend any dividend for the financial year ended March 31, 2014.

OPERATIONS

During the year under review your Company''s Total Revenue has increased from Rs. 74653 lacs to Rs. 87569 lacs and Earnings before Interest, depreciation and Tax (EBIDTA) increased from Rs. 9546 lacs to Rs. 12601 lacs.

Company has earned profit after tax of Rs. 3627 lacs after making a provision of Rs. 1671 lacs towards recompense amount payable under CDR guidelines in year under review against profit after tax of Rs. 1754 lacs in previous financial year.

The overall turnaround performance of the Company during the year under review has been possible due to increase in better margins in all segments of the company and higher exchange rate of foreign currency.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis on matters related to the business performance, as stipulated in Clause 49 of the Listing Agreement with stock exchanges, is given separate section in the Annual Report.

DIRECTORS

The Board deeply condoles the sad demise of Shri O. P. Vaish, Sr. Advocate and founder of the law firm - Vaish Associates and a Director of the Company who passed away on September 18, 2013 and pray the almighty to rest his divine soul in the peace. The Board takes on record his valuable contribution made to the Company during his tenure, as director of the Company.

Shri Nripendra Misra, IAS (Retd.) has resigned from the Directorship of the Company w.e.f. May 26, 2014 on account of joining the Government of India as Principal Secretary to the Prime Minister of India. IFCI Ltd. has withdrawn the nomination of Shri Jagdish Garwal as the IFCI''s nominee on the Board of Directors vide its letter dated June 13, 2014 with effect from the same date. The Board places on record its deep appreciation for the valuable services and guidance rendered by Shri Nripendra Misra and Shri Jagdish Garwal to the Company during their tenure as directors of the Company.

The Exim Bank has nominated Shri Subhasis Dhal as its Nominee Director on the Board of the Company and he has been co-opted on the Board at the meeting of Board of Directors held on May 02, 2014.

The Board inducted Dr. Ramesh Chandra Vaish, Shri Sushil Chandra Tripathi-IAS (Retd.) and Smt. Manju Rana, as additional directors in the category of Independent Directors and their term would expire at the ensuing Annual General Meeting in terms of provision of Section 161 of The Companies Act, 2013.

As per provision of Section 152 of the Companies Act, 2013 Shri Suresh Singhvi, Director, retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

The Company received requisite notices in writing from members proposing the appointment of Sh. Joginder Pal Kundra, Dr. Har Prasad Bhattacharya, Shri Jugal Kishore Bhagat, Dr. Ramesh Chandra Vaish, Shri Sushil Chandra Tripathi and Smt. Manju Rana for appointment as Independent Directors. Profile of all these Directors has been given in the Notice of the ensuing Annual General Meeting. The Board recommends their appointment. The Company has received declaration from all independent directors of the company confirming that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and under clause 49 of the Listing Agreement.

COMMITTEES OF BOARD OF DIRECTORS

The Board of Directors have aligned the existing Committees of the board with the provisions of Companies Act, 2013. Accordingly, the existing Selection cum Remuneration Committee & Shareholders / Investors Grievance Committee were renamed as Nomination and Remuneration Committee & Stakeholders Relationship Committee respectively and have been delegated with powers as required under section 178 of the Companies Act, 2013 and rules made thereunder and under the Listing Agreement as amended from time to time.

The Audit Committee has also been reconstituted to exercise all the powers and perform all the functions as required under section 177 of the Companies Act, 2013 and rules made thereunder and under the Listing Agreement as amended from time to time.

The Corporate Social Responsibility (CSR) Committee has also been constituted to perform the duties as required under section 135 of the Companies Act, 2013 and rules made thereunder.

CODE OF CONDUCT

The Code of conduct laid down by the Board is in operation in the Company. All Board members and senior management person- nel have affirmed the compliance with the code. The declaration to this effect is enclosed to the Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirmed that:

1. In the preparation of the Annual Accounts for the year ended March 31,2014 the applicable accounting standards have been followed and there were no material departures.

2. Selected such accounting policies and applied them consistently and made judgements 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 under review.

3. Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

CORPORATE GOVERNANCE

Your Company is in compliance with the requirements and disclosures with respect to the Code of Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchange(s). As a listed company, necessary measures are taken to comply with the Listing Agreements with the Stock Exchange(s). A report on Corporate Governance as stated above, along with a certificate of compliance from the Statutory Auditors M/s P.L. Gupta & Co., Chartered Accountants, forms part of this Annual Report as Annexure ''A''.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and out-go, in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and marked as Annexure ''B'' to this Report.

FIXED DEPOSITS

The Company has neither invited nor accepted any fixed deposits from the public or its employees under section 58A of Compa- nies Act, 1956 during the year under review.

AUDITORS

M/s. P. L. Gupta & Co., Chartered Accountants, (bearing ICAI Registration No.011575C) Statutory Auditors of the Company, retire at the conclusion of ensuing Annual General Meeting. The Company has received a letter from them that their re-appointment, if made, would be within the prescribed limits under section 141(3) (g) of the Companies Act, 2013 and they are not disqualified for re-appointment.

The Board of Directors based on recommendation of Audit Committee, recommends the re-appointment of M/s P L Gupta & Co. as Statutory Auditors for a period of three years from the conclusion of ensuing Annual General Meeting till the conclusion of 34th Annual General Meeting in terms of Section 139 of the Companies Act, 2013 and the rules made thereunder.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Directors'' Report. However, as per the provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the report and accounts are being sent to all shareholders of the Company excluding the statement of particulars of employees under Section 217(2A) of the Companies Act, 1956. Any Shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company, and the same will be sent by post.

AUDITORS'' REPORT

The Auditors Reports on the Annual Accounts of the Company for the year ended March 31,2014 are self explanatory and requires no comments. COST AUDITORS

The Central Government has given its approval for the appointment of M/s K. G. Goyal & Associates, Cost Accountants as Cost Auditors of the Company to audit the cost accounts maintained by the Company for the year ended March 31, 2014.

The cost audit reports for the Financial Year 2012-13 which was required to be filed in XBRL mode with the Ministry of Corporate Affairs has been filed in time on September 2, 2013.

ACKNOWLEDGEMENT

Your Directors would like to acknowledge and place on record their sincere appreciation for the cooperation and assistance received from its stakeholders, valued customers, banks, financial institutions, government authorities and stock exchanges. The Directors also wish to place on record their sincere appreciation of the devoted and dedicated services rendered by all Executives, Staff Members and Workmen of the Company.

For and on behalf of the Board of Directors

Place : Noida (U.P.) DR. RAJARAM JAIPURIA

Date : August 1,2014 Chairman & Managing Director


Mar 31, 2013

The Directors have pleasure in presenting their report on the business and operation of your Company together with the Audited Accounts for the year ended March 31, 2013.

(Rs.in Lacs)

FINANCIAL RESULTS 2012-13 2011-12

Revenue from Operation 75460.20 71699.14

Profit before Depreciation, Finance Cost & Tax 9545.80 402.71

Less : Finance Cost 4423.75 4386.70

Less : Depreciation and Amortisation Expenses 2415.66 2477.59

Profit / (Loss) before Tax 2706.39 (6461.58) Provision for Tax

- Current 48.09

- Deferred 904.80 (2098.64)

- Tax Adjustment Relating to earlier years 3.75

Profit / (Loss) after Tax 1753.50 (4366.69)

DIVIDEND

The Directors are unable to recommend dividend for the year.

OPERATIONS

During the year under review your Company''s Revenue from Operation has increased from Rs. 71699 lacs to Rs. 75460 lacs and earned cash profit of Rs. 5122 lacs against cash loss of Rs. 3984 lacs during immediately preceding year.

The overall turnaround performance of the Company during the year under review has been possible due to increase in Revenue from Operation, availability of better margins in cotton yarn business and better exchange rate of foreign currency.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis is presented in a separate section, which forms part of the Directors'' Report. EXPANSION / NEW PROJECTS

After successful completion of converting Unit for manufacture of Nonwoven Wipes at Panoli, Company has undertaken expansion of its Haridwar unit for manufacturing of Wet Wipes for reputed Global Brands.

DIRECTORS

IFCI Ltd. had withdrawn the nomination of Shri. N. K. Duggal as the IFCI''s nominee on the Board of Directors vide its letter dated September 18, 2012 with effect from the same date and further vide its letter dated January 18, 2013 nominated Shri. Jagdish Garwal as the IFCI''s nominee on the Board of Directors. Shri. Jagdish Garwal was co-opted on the Board at the meeting of Board of Directors held on February 12, 2013.

Your Directors place on record their deep sense of appreciation for the valuable advice and guidance provided by Shri. N.K. Duggal during his tenure as a Nominee Director.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri O.P. Vaish and Shri Saket Jaipuria, Directors retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

CODE OF CONDUCT

The Code of conduct laid down by the Board is in operation in the Company. All Board members and senior management personnel have affirmed the compliance with the code. The declaration to this effect is enclosed to the Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

It is hereby confirmed:

1. That in the preparation of the Annual Accounts for the year ended March 31, 2013 the applicable accounting standards have been followed and there were no material departures.

2. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2013 and of the profit of the Company for the year under review.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company is in compliance with the requirements and disclosures with respect to the Code of Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchange(s). As a listed company, necessary measures are taken to comply with the Listing Agreements with the Stock Exchange(s). A report on Corporate Governance as stated above, along with a certificate of compliance from the Statutory Auditors M/s P.L. Gupta & Co., Chartered Accountants, forms part of this Annual Report as Annexure ''A''.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and out-go, in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and marked as Annexure ''B'' to this Report.

FIXED DEPOSITS

The Company has neither invited nor accepted any fixed deposits from the public and therefore is not required to furnish information in respect of outstanding deposits under Non-Banking Non Financial Companies (Reserve Bank) Directors, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS

M/s. P. L. Gupta & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of ensuing Annual General Meeting and have expressed their willingness to act as Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 224(1B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Directors'' Report. However, as per the provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the report and accounts are being sent to all shareholders of the Company exclud- ing the statement of particulars of employees under Section 217(2A) of the Companies Act, 1956. Any Shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company, and the same will be sent by post.

AUDITORS'' REPORT

The Auditors Reports on the Annual Accounts of the Company for the year ended 31st March, 2013 are self explanatory and requires no comments.

COST AUDITORS

The Central Government has given its approval for the appointment of M/s K. G. Goyal & Associates, Cost Accountants as Cost Auditors of the Company to audit the cost accounts maintained by the Company for the year ended 31st March, 2013.

The cost audit reports for the Financial Year 2011-12 which was due to be filed in XBRL mode with the Ministry of Corporate Affairs on or before September 27, 2012 which was further extended up to February 28, 2013 and the same has been filed in time on January 9, 2013.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their appreciation for the cooperation and assistance received from its valued customers, banks, financial institutions, government authorities, investors and stock exchanges. The Directors also wish to place on record their sincere appreciation of the devoted and dedicated services rendered by all Executives, Staff Members and Workmen of the Company.

For and on behalf of the Board of Directors

Noida (U.P.) DR. RAJARAM JAIPURIA

May 16, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors have pleasure in presenting their report on the business and operation of your Company together with the Audited Accounts for the year ended March 31, 2012. (Rs in Lacs)

FINANCIAL RESULTS 2011-12 2010-11

Revenue from Operation 71699.14 69427.30

Profit before Depreciation, Finance Cost & Tax 402.71 9157.33

Less : Finance Cost 4386.70 3502.29

Less : Depreciation and Amortisation Expenses 2477.59 2557.36

Profit / (Loss) before Tax (6461.58) 3097.68

Provision for Tax

- Current - 192.35

- Deferred (2098.64) 1077.92

- Tax Adjustment Relating to earlier years 3.75

Profit / (Loss) after Tax (4366.69) 1827.41

DIVIDEND

The Directors are unable to recommend dividend for the year.

OPERATIONS

During the year under review your Company's Revenue from Operations has increased from Rs 69427.30 lacs to Rs 71699.14 lacs.

The performance of the Company during the financial year has been affected mainly on account of unexpected hike in the Cotton prices during season of procurement and thereafter steep fall in Cotton and Cotton Yarn prices resulting into huge stock losses affecting the Company's performance adversely. Increase in finance and power cost have also affected the performance. However current stabilization in the Cotton prices and strengthening of US dollar, it is expected that your company will do better in future.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis is presented in a separate section, which forms part of the Directors' Report.

EXPANSION / NEW PROJECTS

After successful completion of converting Unit for manufacture of Nonwoven wipes at Haridwar, Company has started commercial production of Baby Wipes at Panoli for a Global brand.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri J. K. Bhagat, Shri Suresh Singhvi and Shri Ram Ratan Maheshwari, Directors retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

CODE OF CONDUCT

The Code of conduct laid down by the Board is in operation in the Company. All Board members and senior management personnel have affirmed the compliance with the code. The declaration to this effect is enclosed to the Corporate Governance Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

It is hereby confirmed:

1. That in the preparation of the Annual Accounts for the year ended March 31, 2012 the applicable accounting standards have been followed and there were no material departures.

2. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2012 and of the profit of the Company for the year under review.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company is in compliance with the requirements and disclosures with respect to the Code of Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges. As a listed company, necessary measures are taken to comply with the Listing Agreements with the Stock Exchanges. A report on Corporate Governance as stated above, along with a certificate of compliance from the Statutory Auditors M/s P.L. Gupta & Co., Chartered Accountants, forms part of this Annual Report as Annexure 'A'.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and out-go, in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and marked as Annexure 'B' to this Report.

FIXED DEPOSITS

The Company has not invited or accepted any fixed deposits from the public during the year under review.

AUDITORS

M/s. P. L. Gupta & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received a letter pursuant to Section 224(1B) of the Companies Act, 1956 from M/s P. L. Gupta & Co., Chartered Accountants, regarding their eligibility for re-appointment as Auditors of the Company.

PARTICULARS OF EMPLOYEES

There was no employee during the year under review, whose particulars are required to be given pursuant to section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITOR'S REPORT

The Auditors Reports on the Annual Accounts of the Company for the year ended 31st March, 2012 are self explanatory and requires no comments.

COST AUDITORS

The Central Government has given its approval for the appointment of M/s K. G. Goyal & Associates, Cost Accountants as Cost Auditors of the Company to audit the cost accounts maintained by the Company for the year ended 31st March, 2012.

The cost audit reports for the Financial Year 2010-11 which was due to be filed with the Ministry of Corporate Affairs on or before September 27, 2011 was filed in time on September 26, 2011.

ACKNOWLEDGEMENT

Board of Directors take this opportunity to thank all its valued customers, banks, financial institutions, government authorities, investors and stock exchanges for their continued support to the Company. The Board also takes this opportunity to express its sincere appreciation for the excellent support and dedicated efforts put in by the Executives, Staff Members and Workmen of the Company.

For and on behalf of the Board of Directors

Noida (U.P.) DR. RAJARAM JAIPURIA

May 29, 2012 Chairman & Managing Director


Mar 31, 2011

The Directors have pleasure in presenting their report together with the Audited Accounts for the year ended March 31, 2011.

FINANCIAL RESULTS (Rs. in Lacs)

2010-11 2009-10

Sales and Services (Gross) 69427.30 50784.21

Profit before Depreciation, Interest & Tax 8956.84 6305.79 Less : Interest 3107.47 2916.69

Gross Profit 5849.37 3389.10

Less : Depreciation 2557.36 2567.73

Profit before Tax 3292.01 821.37

Provision for Tax

- Current 192.35 0.67

- Deferred 1077.92 309.46

- Tax Adjustment Relating to earlier years - 22.91

Profit after Tax 2021.74 488.33

Prior period Income / (Expenses) net (194.33) 9.28

Balance brought forward from previous year (3831.20) (4328.81)

Profit / (Loss) carried to Balance Sheet (2003.79) (3831.20)



DIVIDEND

The Directors are unable to recommend dividend for the year.

OPERATIONS

During the financial year the working has improved substantially in terms of turn over and profitability.

Gross sales has increased by 37% from Rs. 50784.21 lacs to Rs. 69427.30 lacs, cash profit has increased from Rs. 3389.10 lacs to Rs. 5849.37 lacs. The net profit after tax has increased by 314% from Rs. 488.33 lacs to Rs. 2021.74 lacs.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis is presented in a separate section, which forms part of the Directors Report.

EXPANSION / NEW PROJECTS

After successful completion of converting Unit for manufacture of Nonwoven wipes at Haridwar, Company is in the process to install another converting unit at Panoli and is in final stage to tie up with Global brand to market its products.

DIRECTORS

In accordance with the Articles of Association of the Company, Dr. H. P. Bhattacharya and Shri J.P. Kundra, Directors retire by rotation. Both are eligible and seek their re-appointment at the ensuing Annual General Meeting.

Shri M. P. Wadhawan had resigned from the Directorship of the Company with effect from August 5, 2010 after serving 20 years. The Board places on record its deep appreciation for the valuable services and guidance rendered by Shri Wadhawan to the Company during his tenure as a Director of the Company.

The Board has inducted Shri O. P. Vaish as an Additional Director while Shri Nripendra Misra was appointed as a Director w.e.f. August 5, 2010 to fill casual vacancy caused by death of Shri Gian Prakash.

MANAGEMENT

The Board has inducted Shri Saket Jaipuria in the Board as an Additional Director. Further, based on the recommendations of the Selection cum Remuneration Committee of the Company and subject to the approval of the shareholders, the Board has appointed Shri Saket Jaipuria as the Wholetime Director of the company designated as Executive Director for the period of 5 Years w.e.f. February 11, 2011.

CODE OF CONDUCT

The code of conduct laid down by the Board is in operation in the Company. All Board members and senior management personnel have affirmed the compliance with the code. The declaration to this effect is enclosed to the Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT

It is hereby confirmed:

1. That in the preparation of the Annual Accounts for the year ended March 31, 2011 the applicable accounting standards have been followed and there were no material departures.

2. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2011 and of the profit of the Company for the year under review.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company is in compliance with the requirements and disclosures with respect to the Code of Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges. As a listed company, necessary measures are taken to comply with the Listing Agreements with the Stock Exchanges. A report on Corporate Governance as stated above, along with a certificate of compliance from the Statutory Auditors M/s P.L. Gupta & Co., Chartered Accountants, forms part of this Annual Report as Annexure A.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and out-go, in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and marked as Annexure B to this Report.

FIXED DEPOSITS

The Company has not invited or accepted any fixed deposits from the public during the year under review.

AUDITORS

M/s. P. L. Gupta & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received a letter pursuant to Section 224(1B) of the Companies Act, 1956 from M/s P. L. Gupta & Co., Chartered Accountants, regarding their eligibility for re-appointment as Auditors of the Company.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, forms part of this Directors Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all Shareholders of the Company excluding the Statement of Particulars of Employees under Section 217(2A) of the Companies Act, 1956. Any Shareholder interested in obtaining a copy of the said Statement may write to the Company Secretary at the Registered Office of the Company, and the same will be sent by post.

AUDITORS REPORT

The Auditors Reports on the Annual Accounts of the Company for the year ended 31st March, 2011 are self explanatory and requires no comments.

COST AUDITORS

The Central Government has given its approval for the appointment of M/s K. G. Goyal & Associates, Cost Accountants as Cost Auditors of the Company to audit the cost accounts maintained by the Company for the year ended 31st March 2011.

ACKNOWLEDGEMENT

Board of Directors take this opportunity to thank all its valued customers, banks, financial institutions, government authorities, investors and stock exchanges for their continued support to the Company. The Board also takes this opportunity to express its sincere appreciation for the excellent support and dedicated efforts put in by the employees for continued good performance.

For and on behalf of the Board of Directors Noida (U.P.) DR. RAJARAM JAIPURIA

May 27, 2011 Chairman & Managing Director

 
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