Mar 31, 2015
Dear Shareholders,
The Directors have pleasure in presenting to you, the Thirty Fourth
Annual Report on the activities of your Company together with the
Audited Annual Accounts for the financial year ended 31st March, 2015.
FINANCIAL HIGHLIGHTS
The financial results of the Company for the year under review are
compared below with the previous year's results for your consideration.
(Rs. In Lacs)
Particulars Year ended Year ended
31.03.15 31.03.14
Sales and other Income 9212 9798
Profit before financial charges and
depreciation 636 908
Financial charges (189) (203)
Profit before depreciation 447 705
Depreciation (126) (133)
Profit before tax 321 572
Prior year adjustment - 4
Profit before Tax 321 576
Less: Provision for Tax
- Current Tax (140) (204)
- Deferred Tax 16 26 Profit after Tax 197 398
Basic and Diluted Earnings Per Share (Rs.) 5.17 10.44
Dividend Recommended Rs. /Share 1 1
Dividend Recommended (%) 10 10
OPERATIONAL PERFORMANCE:
The total sale of the company for the year was Rs. 9180 lacs as
compared to the Rs. 9757 lacs in the preceding financial year. The
exports of the Company increased from Rs. 6603 lacs to Rs. 6915 lacs,
showing an increase of 4.73% over the preceding financial year. During
the year under review, Company has earned profit before financial
charges and depreciation of Rs. 636 lacs as against Rs. 908 lacs in the
preceding financial year and profit after tax of Rs.197 lacs as against
Rs. 398 lacs in the preceding financial year.
Due to tough market condition and excessive competition, company's
turnover in terms of value has decreased at a marginal 6% during the
year under review. Similarly the profit after tax has reduced due to
unprecedented high level of raw material prices throughout the year.
APPROPRIATIONS:
Reserves
Out of the profits of the Company, a sum of Rs. 50 lacs has been
transferred to the General Reserves during the year and total reserves
and surplus of the Company are Rs. 1343 lacs (Including Share Premium)
as on 31st March, 2015.
Dividend
Your Directors are pleased to recommend for your consideration and
approval dividend @ 10% for the financial year 2014-15 i.e. Rs. 1/- per
equity share of Rs.10/- each. The dividend if approved at ensuing
Annual General Meeting will absorb Rs. 44.58 lacs including corporate
dividend tax amounting to Rs. 6.48 lacs. The dividend in respect of
equity shares; if declared at the meeting, will be paid to those
members whose name will appear on the Company's Register of Members on
16th September, 2015; in respect of the shares held in dematerialized
form, the dividend will be paid to members whose names are furnished by
National Security Depository Limited and Central Depository Services
(India) Limited as beneficial owners as on that date.
MEETINGS OF THE BOARD:
Seven meetings of the Board of Directors were held during the year. The
details of the Board meeting and attendance of directors are provided
in the report on Corporate Governance, which forms part of this Annual
Report.
COMPOSITION OF AUDIT COMMITTEE:
The Audit Committee comprises Non- executive Independent Directors
namely Shri Parshotam Das Agarwal (Chairman), Shri Bibhuti Charan
Talukdar, Shri Anil Agarwalla, Shri Mohan Lal Jain as other members.
Further details are provided in the Report on Corporate Governance,
which forms a part of this Annual Report.
QUALITY MANAGEMENT SYSTEM
The company continues to lay emphasis on excellence in quality and
services and is committed to total customer satisfaction. The high
quality of the company products is reflected in the company ability to
export its product in quality conscious world markets. The company
continues to be on a mission to provide customer with products that can
match with international standards and will surpass their expectations.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The company has not given any loans or guarantees covered under the
provision of section 186 of Companies Act, 2013.
The company has not made any investment during the year.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS, IF
ANY
There are no significant material orders passed by the regulators/
courts which would impact the going concern status of your company and
its future operations.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate Internal Control systems in all areas of
operations commensurate with the size of the operation. Your Company
has an adequate and effective internal control system to ensure that
assets and interests of the Company are safeguarded and reliability of
accounting data and accuracy are ensured with proper checks and
balances. The scope and authority of internal audit function is defined
in the internal audit manual.
The Internal Control system is improved and modified continuously to
meet the changes in business Conditions, statutory and accounting
requirements. The Audit Committee of the Board of Directors, Statutory
Auditors and the business heads are periodically apprised of the
internal audit findings and the corrective actions taken. The Audit
Committee of the Board of Directors actively reviews the adequacy and
effectiveness of internal controls systems and suggests improvements
for strengthening them.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
As part of its initiative under "Corporate Social Responsibility"
(CSR), the company has contributed funds for the schemes of eradicating
hunger and poverty, promotion of education and medical aid. The
contribution in this regard has been made to the entity which is
undertaking these schemes.
The Annual Report on CSR activities is annexed herewith as 'Annexure
-A' to Board's report.
HUMAN RESOURCES AND SAFETY OF WORKERS
Human capital is the most valuable resource of the organization,
Development of human capital has always been thrust area of the
Company. The success of any business lies under the qualified, trained
& motivated Human Resources; industrial relations are geared at
developing and aligning the operatives to the overall goal of the
organization. Your Company firmly believes that a dedicated workforce
constitute the primary source of sustainable competitive advantage.
Accordingly, human resources development continues to receive focused
attention. Company takes adequate steps for maintaining safety and
healthy environment for the workers. During the year under review,
Industrial relations continued to be cordial and satisfactory. Company
has enjoyed cordial relationship with workers and employees at all
levels.
PARTICULAR OF EMPLOYEES
No employee was in receipt of remuneration equal to or exceeding Rs. 60
lacs per annum, if employed for the full year or exceeding Rs.5 lacs
per month if employed for part of the year.
Therefore, statement showing particulars of the employees as required
under Section 197 (12) of the Companies Act 2013 read with the Rule
5(2) and 5(3) of the Companies (Appointment and remuneration of
managerial personnel) Rules, 2014 as amended, is not applicable.
The information required pursuant to section 197 read with Rule 5 (1)
of Companies (Appointment and remuneration of managerial personnel)
Rules, 2014, in respect of employees of the company, will be provided
upon request. In terms of section 136 of the Act the Reports and
accounts are being sent to the members and others entitled thereto,
excluding the information on employees' particulars which is available
for inspection by the members at the registered office of the company
during business hours on working days of the company upto the date of
ensuing Annual general meeting. If any member is interested in
inspecting the same, such members may write to the company secretary in
advance.
ENVIRONMENT AND POLLUTION CONTROL
The Company is conscious of the importance of environmentally clean and
safe operations. The company's policy is the conduct of all operations
in a manner to ensure safety of all concerned, compliance of statutory
and industrial requirements for environment protection and conservation
of natural resources to the extent possible.
SUBSIDIARY COMPANIES
The company does not have any subsidiary.
CHANGES IN BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Board of Directors:
Shri Kailash Kumar Agarwal (DIN- 00063470) is liable to retire by
rotation and being eligible, has offered himself for re- appointment.
The Company had, pursuant to the provisions of clause 49 of the Listing
Agreements entered with the Stock Exchanges and Pursuant to the
provisions of section 149 of the New Companies Act 2013, appointed Shri
Bibhuti Charan Talukdar, Shri Parshotam Das Agarwal, Shri Anil
Agarwalla and Shri Mohan Lal Jain, as Independent Directors, in the
last A.G.M. held in September 2014, to hold office for 5 (five)
consecutive years i.e. From 26th September, 2014 to 25th September,
2019. Therefore, these are not liable for retirement by rotation.
Pursuant to the provision of section 149 and section 161 of Companies
Act, 2013 company had appointed Smt. Nanita Agarwal as additional
director on 31.03.2015 who submitted her resignation on 29/05/2015
which was accepted by the board.
Company has appointed Smt. Ritu Bansal (DIN-03619069) as additional
director on 29/05/2015 who holds office upto the date of ensuing Annual
General Meeting and being eligible offers herself for the appointment
as an independent director.
The Board considers that the appointment of Smt. Ritu Bansal as a
member of the board would be beneficial for the company. It is proposed
to appoint Smt. Ritu Bansal as an independent director under section
149 of the act and clause 49 of the listing agreement, not liable to
retire by rotation, for a period of five consecutive years from the
date of this Annual General Meeting to September 23, 2020.
The company has also received declaration from Smt. Ritu Bansal that
she meets the criteria of independence as prescribed under section
149(6) and clause 49 of the listing agreement.
Key Managerial Personnel:
Pursuant to section 203 of the Companies Act, 2013, Shri Raj Kumar
Agarwal (Chairman), Shri Ashok Kumar Agarwal (Dy Managing Director),
Shri Kailash Kumar Agarwal (Dy Managing Director), Shri. Ankur Goyal
(Chief Financial Officer), Shri Vishesh Chugh (Chief Financial
Officer), Ms. Priyanka Singal (Company Secretary) and Shri Manish
Singla (Company Secretary) were designated as Key Managerial Personnel
of the company.
Shri Ankur Goyal (Chief Financial Officer) submitted his resignation on
19.11.2014 which was accepted by the board with immediate effect.
Ms. Priyanka Singal (Company Secretary) has resigned with effect from
30.11.2014.
Shri Vishesh Kumar Chugh (Chief Financial Officer) submitted his
resignation on 27.05.2015, which was considered by the Board in their
meeting held on 29.05.2015 and decided to relieve with effect from
26.06.2015.
Shri Manish Singla (Company Secretary) submitted his resignation on
28.05.2015, which was considered by the Board in their meeting held on
29.05.2015 and decided to relieve with effect from 27.06.2015.
PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS
The Board has formulated a questionnaire for performance Evaluation of
Independent Directors. The questionnaire has among others basically
captured the following points:
- Key attributes of the Independent Director
- Level and quality of participation in the Board and Committee
Meetings
- Inputs provided by the Independent Director based on his knowledge,
skills and experience
- Independence in Judgment
- Knowledge of Company's Business.
The Board of Directors had in their meeting held on February 12, 2015
evaluated the performance of Sh. Parshotam Das Agarwal, Sh. B.C.
Talukdar, Sh. Anil Agarwalla and Sh. Mohan Lal Jain Independent
Directors of the Company and has determined to continue with the term
of appointment of the Independent Directors.
Sh. Parshotam Das Agarwal, Sh. B.C. Talukdar , Sh. Anil Agarwalla and
Sh. Mohan Lal Jain Independent Directors, have furnished a declaration
that they meet the criteria of independence as laid down under Section
149 (6) of the Companies Act,2013.
SEPARATE MEETING OF THE INDEPENDENT DIRECTORS
The Independent Directors held a Meeting on January 25, 2015 without
the attendance of Non-Independent Directors and Members of Management.
All the Independent Directors except Anil Agarwalla were present at
such meeting and at the Meeting they have:
i. Reviewed the performance of non-independent directors and the Board
as a whole;
ii. Assessed the quality, quantity and timeliness of flow of
information between the Company Management and the Board that is
necessary for the Board to effectively and reasonably perform their
duties.
The Present Independent Directors holds a unanimous opinion that the
Non-Independent Directors including the Deputy Managing Director bring
to the Board constructive knowledge in their respective field. All the
Directors effectively participate and interact in the Meeting. The
information flow between the Company's Management and the Board is
satisfactory.
TRAINING OF INDEPENDENT DIRECTORS
The company shall provide suitable training to independent directors to
familiarize them with the company, their roles, rights,
responsibilities in the company, nature of the industry in which the
company operates, business model of the company, etc.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course
of day to day business operations of the company. The Company believes
in "Zero Tolerance" against bribery, corruption and unethical dealings
/ behaviors of any form and the Board has laid down the directives to
counter such acts. The code laid down by the Board is known as "code of
business conduct".
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees
in their business dealings and in particular on matters relating to
integrity in the work place, in business practices and in dealing with
stakeholders.
The Code also lays down that Board members and Senior Managers of the
company shall ensure compliance with SEBI (Prohibition of Insider
Trading) Regulations, 1992 as also other regulation as may be
applicable to them from time to time.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code. All Management Staff were given
appropriate training in this regard.
COMMITTEES OF THE BOARD
The details of the Committees of the Board constituted under the
Companies Act, 2013 and Listing Agreements are given in the Corporate
Governance Report forming part of this Report.
AUDITORS AND AUDIT REPORT
Pursuant to the provision of section 139 of company act, 2013 M/s A.K.
Associates, Chartered Accountants, Independent Auditors of the Company
were appointed in the last A.G.M. held in September 2014 to hold office
for 3 (three) consecutive years i.e. for a term upto the conclusion of
the 36th Annual General Meeting. During the year under review, the
auditor need not to be routed as they have not completed the tenure of
3 (three) years. Your director request that the appointment of M/s A.K.
Associates, the company's Auditors needs to be ratified at their Annual
General Meeting and being eligible offer themselves for re-
appointment. The company has received a certificate from the auditor to
the effect that their re- appointment if made, would be in accordance
with the provisions of section 141 of Companies Act, 2013.
The observations of the auditors in their audit report are self
explanatory.
SECRETARIAL AUDIT
Pursuant to the provisions of section 204 of Companies Act, 2013 and
the companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the company has appointed Anju Jain, a Company Secretary
in practice to undertake the secretarial audit of the company.
SECRETARIAL AUDIT REPORT
As required U/s 204(1) of Companies Act 2013 the company has obtained a
secretarial audit report. The Secretarial Audit report for the
Financial Year ended March 31st, 2015, is annexed herewith marked as
"Annexure B to Board's Report", which is self explanatory and needs no
comments. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remarks.
COST AUDITORS
Ministry of Corporate Affairs has issued a notification dated
31.12.2014 to make amendment in the Companies (Cost records and audit)
Rules, 2014 that -
"Textile Company shall get its Cost record audited in accordance with
these rules if the overall annual turnover of the company from all its
products and services during the immediately preceding financial year
is Rs. 100 Crore or more and the aggregate turnover of the individual
product or products or service or services for which cost record
required to be maintained under Rule 3 is Rs. 35 Crore or more".
As the company's annual turnover from all its products in the preceding
financial year is less than Rs. 100 Crore so company is not required to
get its cost record audited.
EXTRACT OF ANNUAL RETURN
The extract of the annual return in Form MGT-9 is annexed herewith as
"Annexure C to Board's Report"
BUSINESS RISK MANAGEMENT
Pursuant to Section 134 (3) (n) of Companies Act 2013 and Clause 49 of
listing agreement, the company has constituted a Business Risk
Management committee. The Details of committee and its terms of
reference are set out in the corporate governance report forming part
of boards report.
At present the company has not identified any element of risk which may
threaten the existence of company.
PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTY
Particulars of contract or arrangements made with related parties
referred to in section 188(1) of the Companies Act,2013, in the
prescribed form AOC -2 , is appended as "Annexure- D to Board's
Report".
CORPORATE GOVERNANCE
Company has complied with the requirements of Corporate Governance
through constitution and Reconstitution of various committees and has
taken adequate steps to ensure that all mandatory provisions of
Corporate Governance as provided in the Listing Agreement with the
Stock Exchanges are duly complied with. A separate report on Corporate
Governance along with the Auditors certificate on compliance with the
Corporate Governance as stipulated in Clause 49 forms part of this
Annual Report.
INVESTOR SERVICES
The Company has appointed M/s Alankit Assignments Limited, New Delhi as
Registrar and Share Transfer Agent (RTA). No complaint/ query from any
of the shareholder is pending to be resolved by the Company or the RTA.
LISTING OF SHARES
Company's shares are listed on Delhi Stock Exchange & Bombay Stock
Exchange.
FIXED DEPOSITS
The Company has not accepted / renewed any deposits from the public /
members during the year under review.
CASH FLOW
In conformity with the provisions of Clause 32 of the Listing Agreement
the Cash Flow Statement for the year ended 31.03.2015 is annexed
hereto.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE
COMPANY
There are no material changes and commitment affecting financial
position of the company which have occurred between the end of the
financial year of the company i.e. 31st March, 2015 and the date of the
Director's Report.
PUBLICATION OF FINANCIAL RESULTS
In conformity with the provisions of Clause 41 of the Listing Agreement
the Company has published unaudited financial results for the quarter
ended 30th June 2014; 30th Sept. 2014; 31st December 2014 and audited
financial result for the quarter/ year ended on 31st March 2015. The
summarized results are published in Business Standard (English), Delhi
& Aaj Samaj (Hindi), Hisar.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGAE
EARNINGS/ OUT GO
The information required under Section 134(3) (m) of the Companies Act,
2013, read with the Companies (Accounts) Rules, 2014 is provided as
follows and forms part of this report.
a) Conservation of Energy:
a) Company ensures that the manufacturing operations are conducted in
the manner whereby optimum utilization and maximum possible savings of
energy is achieved.
b) No specific investment has been made in reduction in energy
consumption.
c) As the impact of measures taken for conservation and optimum
utilization of energy are not quantitative, its impact on cost cannot
be stated accurately.
b) Technology Absorption:
Company's products are manufactured by using in-house Technology and no
outside technology is being used for manufacturing activities.
Therefore no technology absorption is required. The Company constantly
strives for maintenance and improvement in quality of its products and
Research & Development activities are directed to achieve the aforesaid
goal.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the companies Act, 2013, the directors
state that:
1. That in the preparation of annual accounts, applicable accounting
standards had been followed along with proper explanations relating to
material departures, if any;
2. That the Directors had selected appropriate accounting policies and
applied them consistently and made judgment and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit of the Company for that period;
3. That the Directors had taken proper and sufficient care to the best
of their knowledge and ability for the maintenance of adequate
accounting records in accordance with the provisions of this Act for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities, if any,
4. That the Directors had prepared the annual accounts for the
financial year ended 31st March, 2015 on a going concern basis.
5. That the Directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
6. That 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.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Whistle Blower Policy to deal
with instances of unethical behavior, actual or suspected fraud or
violation of the company's code of conduct.
In staying true to our values of Strength, Performance and Passion and
in line with our vision of being one of the most respected companies in
India, the Company is committed to the high standards of Corporate
Governance and stakeholder responsibility.
Protected disclosure can be made by a whistle blower through an e-mail
or a letter in writing to the vigilance and ethics officer or to the
chairman of the audit committee.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION, 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. All the employees
(permanent, contractual, temporary, trainees) are covered under this
policy. During the year under review, there were no cases fled pursuant
to this act.
ACKNOWLEDGEMENTS
The Directors place on record their thanks and appreciation to all
workers, staff members, executives and business associates for their
co-operation and contribution to the operations of the company. The
Directors are thankful to the Bankers, Financial Institutions for their
continued support to the company. The Directors also place on record
their sincere thanks to the shareholders for their continued support,
coperation and confidence in the Management of the Company.
For and on behalf of the
Board of Directors
Place: New Delhi Raj Kumar Agarwal
Dated: 13.08.2015 Chairman
(DIN: 02950710)
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting to you, the Thirty Third
Annual Report on the activities of your Company along with the Audited
Annual Accounts for the financial year ended 31st March, 2014.
FINANCIAL HIGHLIGHTS
The financial results of the Company for the year under review are
compared below with the previous year''s results for your consideration.
(Rs. In Lacs)
Particulars Year ended Year ended
31.03.14 31.03.13
Sales and other lncome 9798 8664
Profit before financial charges and
depreciation 908 898
Financial charges (203) (242)
Profit before depreciation 705 656
Depreciation (133) (131)
Profit before tax 572 525
Prior year adjustment 4 10
Profit before Tax 576 535
Less: Provision for Tax
* Current Tax (including 1 lac for
earlier year) (204) (195)
* Deferred Tax 26 (1)
Profit after Tax 398 339
Basic and Diluted Earning Per Share (Rs.) 10.44 8.89
Dividend Recommended Rs. /Share 1 1
Dividend Recommended (%) 10 10
OPERATIONAL PERFORMANCE:
The total sale of the company for the year was 7 9757 lacs as compared
to the 7 8625 lacs in the preceding financial year. The exports of the
Company increased from 7 5965 lacs to 7 6603 lacs, showing an increase
of 10.69% over the preceding financial year. During the year under
review, Company has earned profit before financial charges and
depreciation of 7 908 lacs as against 7 898 lacs in the preceding
financial year and profit after tax of 7 398 lacs as against 7 339 lacs
in the preceding financial year.
APPROPRIATIONS:
Reserves
Out of the profits of the Company, a sum of 7 50 lacs has been
transferred to the General Reserves during the year and total reserves
and surplus of the Company are 7 1382 lacs (Including Share Premium) as
on 31 st March, 2014.
Dividend
Your Directors are pleased to recommend for your consideration and
approval dividend @ 10% for the financial year 2013-14 i.e. 7 1/- per
equity share of 7 10/- each. The dividend if approved at ensuing Annual
General Meeting will absorb 7 44.58 lacs including corporate dividend
tax amounting to 7 6.48 lacs. The dividend in respect of equity shares;
if declared at the meeting, will be paid to those members whose name
will appear on the Company''s Register of Members on 18th September,
2014; in respect of the shares held in dematerialized form, the
dividend will be paid to members whose names are furnished by National
Security Depository Limited and Central Depository Services (India)
Limited as beneficial owners as on that date.
QUALITY MANAGEMENT SYSTEM
The company continues to lay emphasis on excellence in quality and
services and is committed to total customer satisfaction. The high
quality of the company products is reflected in the company ability to
export its product in quality conscious world markets. The company
continues to be on a mission to provide customer with products that can
match with international standards and will surpass their expectations.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACIES
The Company has adequate Internal Control systems in all areas of
operations commensurate with the size of the operation. Your Company
has an adequate and effective internal control system to ensure that
assets and interests of the Company are safeguarded and reliability of
accounting data and accuracy are ensured with proper checks and
balances.
The internal control system is improved and modified continuously to
meet the changes in business conditions, statutory and accounting
requirements. The Audit Committee of the Board of Directors, Statutory
Auditors and the business heads are periodically appraised of the
internal audit findings and the corrective actions taken. The Audit
Committee of the Board of Directors actively reviews the adequacy and
effectiveness of internal controls systems and suggests improvements
for strengthening them.
HUMAN RESOURCES AND SAFETY OF WORKERS
Human capital is the most valuable resource of the organization,
Development of human capital has always been thrust area of the
Company. The success of any business lies under the qualified, trained
& motivated Human Resources; industrial relations are geared at
developing and aligning the operatives to the overall goal of the
organization. Your Company firmly believes that a dedicated workforce
constitute the primary source of sustainable competitive advantage.
Accordingly, human resources development continues to receive focused
attention. Company takes adequate steps for maintaining safety and
healthy environment for the workers.
During the year, Industrial relations continued to be cordial and
satisfactory. Your Directors wish to place on record their appreciation
of the dedicated and commendable services rendered by the staff and
workforce of the Company, without whose efforts, such an impressive
performance may not have been possible.
STATEMENT OF EMPLOYEES REQUIRED U/S 217(2A) OF THE COMPANIES ACT
No employee was in receipt of remuneration equal to or exceeding Rs. 60
lacs per annum, if employed for the full year or exceeding Rs. 5 lacs
per month if employed for part of the year. Therefore, statement
showing particulars of the employees as required under Section 217(2A)
of the Companies Act 1956 read with the Companies (Particulars of
employees) Rules, 1975 as amended, is not applicable.
ENVIRONMENT AND POLLUTION CONTROL
The Company is conscious of the importance of environmentally clean and
safe operations. The company''s policy is the conduct of all operations
in a manner to ensure safety of all concerned, compliance of statutory
and industrial requirements for environment protection and conservation
of natural resources to the extent possible.
DIRECTORS
Shri Raj Kumar Agarwal is liable to retire by rotation and being
eligible, has offered himself for reappointment. The Company had,
pursuant to the provisions of clause 49 of the Listing Agreements
entered with the Stock Exchanges, appointed Shri Bibhuti Charan
Talukdar, Shri Parshotam Das Agarwal, Shri Anil Agarwalla and Shri
Mohan Lai Jain, as Independent Directors at various times, in
compliance with the requirements of the clause. Pursuant to the
provisions of section 149 of the New Companies Act 2013, which came in
to effect from April 1,2014, every listed public company is required to
have at least one-third of the total number of directors as independent
directors, who are not liable to retire by rotation. The Nominations &
Remuneration Committee has recommended the appointment of these
directors as Independent Directors from 26th September, 2014 upto 25th
September, 2019. The information on the particulars of Directors
seeking appointment and re- appointment as stipulated under Clause 49
of Listing Agreements with the Stock Exchanges, are provided in the
notes to Notice forming part of the Annual Report.
AUDITORS AND AUDIT REPORT
M/s A.K. Associates, Chartered Accountants, Independent Auditors of the
Company will retire at the forthcoming Annual General Meeting and are
eligible for re-appointment and have given a written certificate as per
section 141 of the Companies Act, 2013 read with Companies (Audit and
Auditors) Rules 2014. In accordance with the Companies Act 2013, it is
proposed to re-appoint them from the conclusion of this Annual General
Meeting till the conclusion of the 36th Annual General Meeting, subject
to the approval of shareholders.
The observations of the auditors in their audit report are self
explanatory.
COST AUDITORS
Pursuant to the Ministry of Corporate Affairs Notification dated
30.06.2014, textile industries has been exempted to maintain cost
records and to appoint Cost Auditors. Accordingly Company has not
appointed Cost Auditors for the Financial Years 2014-15.
CORPORATE SOCIAL RESPONSI Bl LITY COMMITTEE
The Companies Act, 2013 notified section 135 of the Act concerning
Corporate Social Responsibility alongwith the Rules thereunder and
revised Schedule VII to the Act on 27th February, 2014 and other
amendments to Schedule VII to come into effect from 1st April, 2014.
The Company being covered under the provisions of the said section, has
taken necessary initial steps in this regard. A Committee of the
directors, titled ''Corporate Social Responsibility Committee'', has been
formed by the Board in its meeting held on 30th May, 2014, consisting
of the following:
Name Designation
Shri Parshotam Das Agarwal Chairman
Shri Bibhuti Charan Talukdar Member
Shri Ashok Kumar Agarwal Member
Shri Kailash Kumar Agarwal Member
The said Committee has been entrusted with the responsibility of
formulating and recommending to the Board, a Corporate Social
Responsibility Policy (CSR Policy) indicating the activities to be
undertaken by the Company, monitoring the implementation of the
framework of the CSR Policy and recommending the amount to be spent on
CSR activities.
COMPANIES (COMPLIANCE CERTIFICATE)
Compliance Certificate pursuant to Section 383A of the Companies Act,
1956 is annexed hereto.
CORPORATE GOVERNANCE
Company has complied with the requirements of Corporate Governance
through constitution and reconstitution of various committees and has
taken adequate steps to ensure that all mandatory provisions of
Corporate Governance as provided in the Listing Agreement with the
Stock Exchanges are duly complied with. A separate report on Corporate
Governance along with the Auditors certificate on compliance with the
Corporate Governance as stipulated in Clause 49 forms part of this
Annual Report.
INVESTOR SERVICES
The Company has appointed M/s Alankit Assignments Limited, New Delhi as
Registrar and Share Transfer Agent (RTA). No complaint/ query from any
of the shareholder is pending to be resolved by the Company orthe RTA.
LISTING OF SHARES
Company''s shares are listed on Delhi Stock Exchange & Bombay Stock
Exchange.
FIXED DEPOSITS
The Company has not accepted / renewed any deposits from the public /
members during the year under review.
CASH FLOW
Inconformity with the provisions of clause 32 of the Listing Agreement
the Cash Flow Statement for the year ended 31.03.2014 is annexed
hereto.
PUBLICATION OF FINANCIAL RESULTS
In conformity with the provisions of clause 41 of the Listing Agreement
the Company has published unaudited financial results for the quarter
ended 30th June 2013; 30th Sept. 2013; 31st December 2013 and audited
financial result for the quarter/ year ended on 31 st March 2014. The
summarized results are published in Business Standard (English), Delhi
&AajSamaj (Hindi), Hisar.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGAE
EARNINGS/ OUT GO
The information required under Section 217(1) (e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the report
of the Board of Directors) Rules, 1988 is annexed hereto as annexure A
and forms part of this report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement underSection 217(2AA) of the Companies Act,
1956 and on the basis of compliance certificates received from the
concerned executives of the respective departments of the Company and
subject to disclosures in the annual accounts, as also on the basis of
the discussion held with the statutory Auditors of the Company from
time to time, we state:
1. That in the preparation of annual accounts, applicable accounting
standards have been followed and proper explanations have been provided
relating to material departures, if any;
2. That the Directors have selected appropriate accounting policies
and applied them consistently and made judgment and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit of the Company forthat period;
3. That the Directors have taken proper and sufficient care to the
best of their knowledge and ability 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, if any,
4. That the Directors have prepared the annual accounts for the
financial year ended 31 stMarch, 2014 on a going concern basis.
5. That the Directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively.
6. That 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.
APPRECIATION
The Directors place on record their thanks and appreciation to all
workers, staff members, executives and business associates for their
co-operation and contribution to the operations of the company. The
Directors are thankful to the Bankers, Financial Institutions for their
continued support to the company. The Directors also place on record
their sincere thanks to the shareholders for their continued support,
co-operation and confidence in the Management of the Company.
For and on behalf of the Board
Raj Kumar Agarwal
Chairman
(DIN:02950710)
Place: New Delhi
Dated: 13th August, 2014
Mar 31, 2013
Dear Shareholders,
The Directors have pleasure in presenting to you, the Thirty Second
Annual Report on the activities of your Company along with the Audited
Annual Accounts for the financial year ended 31st March, 2013.
FINANCIAL HIGHLIGHTS
The financial results of the Company for the year under review are
compared below with the previous year''s results for your consideration.
(Rs. In Lacs)
Particulars Year ended Year ended
31.03.13 31.03.12
Sales and other Income 8664 7376
Profit before financial charges and
depreciation 898 579
Financial charges (242) (284)
Profit before depreciation 656 295
Depreciation (131) (144)
Profit before tax 525 151
Prior year adjustment 10 (13)
Profit before Tax 535 138
Less: Provision for Tax
- CurrentTax (including 1 lac for earlier
year) (195) -
- Deferred Tax (1) (48)
Profit after Tax 339 90
Basic and Diluted Earning PerShare (Rs.) 889 2.36
Dividend Recommended Rs./Share 1 -
Dividend Recommended (%) 10 -
OPERATIONAL PERFORMANCE
The total sale of the company for the year was Rs. 8625 lacs as
compared to the Rs. 7354 lacs in the preceding financial year. The
exports of the Company increased from Rs. 5248 lacs to Rs. 5965 lacs,
showing an increase of 14% over the preceding financial year. Packed
production for the year was 1986 MT as compared to 1484 MT in the
preceding financial year. During the year under review, Company has
earned profit before financial charges and depreciation of Rs. 898 lacs
as against Rs. 579 lacs in the preceding financial year and profit
after tax of Rs. 339 lacs as against Rs. 90 lacs in the preceding
financial year.
APPROPRIATIONS
Reserves
Out of the profits of the Company, a sum of Rs. 50 lacs has been
transferred to the General Reserves during the year and total reserves
and surplus of the Company are Rs. 1029 lacs (Including Share Premium)
as on 31st March, 2013.
Dividend
Your Directors are pleased to recommend for your consideration and
approval dividend @ 10% for the financial year 2012-13 i.e. Rs. 1/- per
equity share of Rs. 10/- each. The dividend if approved at ensuing
Annual General Meeting will adsorb Rs. 44.58 lacs including corporate
dividend tax amounting to Rs. 6.48 lacs.
The dividend in respect of equity shares; if declared at the meeting,
will be paid to those members whose name will appear on the Company''s
Register of Members on 30th August, 2013; in respect of the shares held
in dematerialized form, the dividend will be paid to members whose
names are furnished by National Security Depository Limited and Central
Depository Services (India) Limited as beneficial owners as on that
date.
QUALITY MANAGEMENT SYSTEM
The company continues to lay emphasis on excellence in quality and
services and is committed to total customer satisfaction. The high
quality of the company products is reflected in the company ability to
export its product in quality conscious world markets. The company
continues to be on a mission to provide customer with products that can
match with international standards and will surpass their expectations.
Further the Company has got certificate of ISO 9001: 2008 from The
Certification Body of TU V SUD South Asia Private Limited.
INTERNAL CONTROLSYSTEM ANDTHEIR ADEQUACIES
The Company has adequate Internal Control systems in all areas of
operations commensurate with the size of the operation. Your Company
has an adequate and effective internal control system to ensure that
assets and interests of the Company are safeguarded and reliability of
accounting data and accuracy are ensured with proper checks and
balances.
The infernal control system is improved and modified continuously to
meet the changes in business conditions, statutory and accounting
requirements. The Audit Committee of the Board of Directors, Statutory
Auditors and the business heads are periodically appraised of the
internal audit findings and the corrective actions taken. The Audit
Committee of the Board of Directors actively reviews the adequacy and
effectiveness of internal controls systems and suggests improvements
for strengthening them.
HUMAN RESOURCES AND SAFETY OF WORKERS
Human capital is the most valuable resource of the organization,
Development of human capital has always been thrust area of the
Company. The success of any business lies under the qualified, trained
& motivated Human Resources; industrial relations are geared at
developing and aligning the operatives to the overall goal of the
organization. Your Company firmly believes that a dedicated workforce
constitute the primary source of sustainable competitive advantage.
Accordingly, human resources development continues to receive focused
attention. Company takes adequate steps for maintaining safety and
healthy environment for the workers.
During the year, Industrial relations continued to be cordial and
satisfactory. Your Directors wish to place on record their appreciation
of the dedicated and commendable services rendered by the staff and
workforce of the Company, without whose efforts, such an impressive
performance may not have been possible.
STATEMENT OF EMPLOYEES REQUIRED U/S 217(2A) OF THE COMPANIES ACT
No employee was in receipt of remuneration equal to or exceeding Rs. 60
lacs per annum, if employed for the full year or exceeding Rs. 5 lacs
per month if employed for part of the year. Therefore, statement
showing particulars of the employees as required under Section 217(2A)
of the Companies Act 1956 read with the Companies (Particulars of
employees) Rules, 1975 as amended, is not applicable.
ENVIRONMENT AND POLLUTION CONTROL
The Company is conscious of the importance of environmentally clean and
safe operations. The company''s policy is the conduct of all operations
in a manner to ensure safety of all concerned, compliance of statutory
and industrial requirements for environment protection and conservation
of natural resources to the extent possible.
DIRECTORS
Shri Ashok Kumar Agarwal and Shri Mohan Lai Jain; Directors are liable
to retire by rotation and being eligible, have offered themselves for
reappointment. The information on the particulars of Directors seeking
appointment and re- appointment as stipulated under Clause 49 of
Listing Agreements with the Stock Exchanges, are provided in the notes
to Notice.forming part of the Annual Report.
AUDITORS AND AUDIT REPORT
The retiring Statutory Auditors M/s A.K. Associates, Chartered
Accountants, hold office until the conclusion of the ensuing Annual
General Meeting .The Company has received a letter from them
thattheirreappointment, if made, would be within the prescribed limits
under section 224(1 B) of the Companies Act, 1956, and that they are
not disqualified for such appointment/ reappointment within the meaning
of section 226 of the said Act or any other Act rules or regulations
applicable for such appointment/reappointment.
The observations of the auditors in their audit report are self
explanatory.
COST AUDITORS
Pursuant to the directives from the Central Government and the
provisions of Section 233B of the Companies Act, 1956, the Board of
Director has appointed M/s HMVN & Associates., Cost Auditors with
approval of Central Government to conduct the cost audit of the
products manufactured by the company for the period under review.
The Cost Audit Report for the financial year 2012-13 shall be submitted
to the Central Government within the stipulated period.
COMPANIES (COMPLIANCE CERTIFICATE)
Compliance Certificate pursuant to Section 383A of the Companies Act,
1956 is annexed hereto.
CORPORATE GOVERNANCE
Company has complied with the requirements of Corporate Governance
through constitution and reconstitution of various committees and has
taken adequate steps to ensure that all mandatory provisions of
Corporate Governance as provided in the Listing Agreement with the
Stock Exchanges are duly complied with. A separate report on Corporate
Governance along with the Auditors certificate on compliance with the
Corporate Governance as stipulated in Clause 49 forms part of this
Annual Report.
INVESTOR SERVICES
The Company has appointed M/s Alankit Assignments Limited, New Delhi as
Registrar and Share Transfer Agent (RTA). No complaint/ query from any
of the shareholder is pending to be resolved by the Company or the RTA.
ENVIRONMENT AND POLLUTION CONTROL
The Company is conscious of the importance of environmentally clean and
safe operations. The company''s policy is the conduct of all operations
in a manner to ensure safety of all concerned, compliance of statutory
and industrial requirements for environment protection and conservation
of natural resources to the extent possible.
DIRECTORS
Shri Ashok Kumar Agarwal and Shri Mohan Lai Jain; Directors are liable
to retire by rotation and being eligible, have offered themselves for
reappointment. The information on the particulars of Directors seeking
appointment and re- appointment as stipulated under Clause 49 of
Listing Agreements with the Stock Exchanges, are provided in the notes
to Notice.forming part of the Annual Report.
AUDITORS AND AUDIT REPORT
The retiring Statutory Auditors M/s A.K. Associates, Chartered
Accountants, hold office until the conclusion of the ensuing Annual
General Meeting .The Company has received a letter from them that their
reappointment, if made, would be within the prescribed limits under
section 224(1 B) of the Companies Act, 1956, and that they are not
disqualified for such appointment/ reappointment within the meaning of
section 226 of the said Act or any other Act rules or regulations
applicable for such appointment/reappointment.
The observations of the auditors in their audit report are self
explanatory.
COST AUDITORS
Pursuant to the directives from the Central Government and the
provisions of Section 233B of the Companies Act, 1956, the Board of
Director has appointed M/s HMVN & Associates., Cost Auditors with
approval of Central Government to conduct the cost audit of the
products manufactured by the company for the period under review.
The Cost Audit Report for the financial year 2012-13 shall be submitted
to the Central Government within the stipulated period.
COMPANIES (COMPLIANCE CERTIFICATE)
Compliance Certificate pursuant to Section 383A of the Companies Act,
1956 is annexed hereto.
CORPORATE GOVERNANCE
Company has complied with the requirements of Corporate Governance
through constitution and reconstitution of various committees and has
taken adequate steps to ensure that all mandatory provisions of
Corporate Governance as provided in the Listing Agreement with the
Stock Exchanges are duly complied with. A separate report on Corporate
Governance along with the Auditors certificate on compliance with the
Corporate Governance as stipulated in Clause 49 forms part of this
Annual Report.
INVESTOR SERVICES
The Company has appointed M/s Alankit Assignments Limited, New Delhi as
Registrar and Share Transfer Agent (RTA). No complaint/ query from any
of the shareholder is pending to be resolved by the Company or the RTA.
LISTINGOFSHARES
Company''s shares are listed on Delhi Stock Exchange & Bombay Stock
Exchange.
FIXED DEPOSITS
The Company has not accepted / renewed any deposits from the public /
members during the year under review.
CASH FLOW
Inconformity with the provisions of clause 32 of the Listing Agreement
the Cash Flow Statement for the year ended 31.03.2013 is annexed
hereto.
PUBLICATION OF FINANCIAL RESULTS
In conformity with the provisions of clause 41 of the Listing Agreement
the Company has published unaudited financial results for the quarter
ended 30th June 2012; 30th Sept. 2012; 31st December 2012 and audited
financial result for the quarter/ year ended on 315l March 2013. The
summarized results are published in Business Standard (English), Delhi
& Dainik Bhaskar/Aaj Samaj (Hindi), Hisar.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGAE
EARNINGS/OUT GO
The information required under Section 217(1) (e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the report
of the Board of Directors) Rules, 1988 is annexed hereto as annexure A
and forms part of this report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement underSection 217(2AA) of the Companies Act,
1956 and on the basis of compliance certificates received from the
concerned executives of the respective departments of the Company and
subject to disclosures in the annual accounts, as also on the basis of
the discussion held with the statutory Auditors of the Company from
time to time, we state:
1. That in the preparation of annual accounts, applicable accounting
standards have been followed and proper explanations have been provided
relating to material departures, if any;
2. That the Directors have selected appropriate accounting policies
and applied them consistently and made judgment and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit of the Company for that period;
3. That the Directors have taken proper and sufficient care to the
best of their knowledge and ability 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, if any,
4. That the Directors have prepared the annual accounts for the
financial year ended 31st March, 2013 on a going concern basis.
APPRECIATION
The Directors place on record their thanks and appreciation to all
workers, staff members, executives and business associates for their
co-operation and contribution to the operations of the company. The
Directors are thankful to the Bankers, Financial Institutions for their
continued support to the company. The Directors also place on record
their sincere thanks to the shareholders for their continued support,
co-operation and confidence in the Management of the Company.
For and on behalf of the Board
Ashok Kumar Agarwal Kailash Kumar Agarwal
Place: New Delhi Deputy Managing Director Deputy Managing Director
Dated: 22nd July, 2013
Mar 31, 2012
To The member's of H.P. Cotton Textile Mills Ltd.,
The Directors have pleasure in presenting the Thirty First Annual
Report together with the Audited Annual Accounts of the Company for the
year ended 31st March 2012. . '
FINANCIAL HIGHLIGHTS
The financial results of the Company for the year under review'are
compared below with the previous year's results for your consideration.
- .
(Rupees In Lacs)
Particulars Year ended Year ended
31.03.12 31.03.11*
- Sales and other Income 7376 7395
Profit Pefore financial
charges and depreciation 579 413
Financial charges (284) (231)
Profit Pefore depreciation, 295 182
Depreciation (144) (146)
Profit before tax 151 36
Prior year adjustment (13) 9
Profit before Tax 138 45
Less: Provision for Tax
- Current Tax ' (8)
- Deferred Tax (48) (10)
Profit after Tax 90 27
Surplus as per last year 30 3
Surplus carried forward to next year 120 30
ÃPrevious year's figures have been reclassified/ regrouped wherever
necessary to correspond with those of current year.
OPERATIONAL PERFORMANCE:
During the year under review, your Company has earned profit before
financial charges and depreciation of Rs 579 lacs as against Rs 413
lacs in the previous year and profit after tax of Rs 90 lacs as against
Rs 27 lacs in the previous year. The exports of the Company increased
from Rs 4258 lacs to Rs 5248 lacs, showing an increase of 23% over the
previous year.
QUALITY MANAGEMENT SYSTEM
The company continues to lay emphasis on excellence in quality and
services and is committed to total customer satisfaction. The high
quality of the company products is reflected in the company ability to
export its product in quality conscious European markets. The company
continues to be on a mission to provide customer with products that can
match with international standards and will surpass their expectations.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACIES
The Company has adequate Internal Control systems in all areas of
operations commensurate with the size of the operation. Your Company
has an adequate and effective internal control system to ensure that
assets and interests of the Company are safeguarded and reliability of
accounting data and accuracy are ensured with proper checks and
balances.
The internal control system is improved and modified continuously to
meet the changes in business conditions, statutory and accounting
requirements. The Audit Committee of the Board of Directors, Statutory
Auditors and the business heads are periodically appraised of the
internal audit findings and the corrective actions taken. The Audit
Committee of the Board of Directors actively reviews the adequacy and
effectiveness of internal controls systems and suggests improvements
for strengthening them.
HUMAN RESOURCES AND SAFETY OF WORKERS
The Company's HR philosophy is to establish and build a high performing
organization, where each individual is motivated to perform to the
fullest capacity to contribute to developing and achieving individual
excellence and departmental objectives and continuously improve
performance to realize the full potential of our personnel.
During the year under review, the industrial relations continued to be
cordial and satisfactory. DIVIDEND
To conserve the resources for working capital and capital expenditure
the directors do not recommend any dividend for the financial year
under review.
REMUNERATION OF EMPLOYEES
No employee was in receipt of remuneration equal to or exceeding Rs.60
lacs per annum, if employed for the full year or exceeding Rs. 5 lacs
per month if employed for part of the year. Therefore, statement
showing particulars of the employees as required under Section 217(2A)
of the Companies Act 1956 read with the Companies (Particulars of
employees) Rules, 1975 as amended, is not applicable.
ENVIRONMENT AND POLLUTION CONTROL
The Company is conscious of the importance of environmentally clean and
safe operations. The company's policy is the conduct of all operations
in a manner to ensure safety of all concerned, compliance of statutory
and industrial requirements for environment protection and conservation
of natural resources to the extent possible.
DIRECTORS
Shri Kailash Kumar Agarwal and Shri Bibhuti Charan Talukdar, directors
are liable to retire by rotation and being eligible, offer themselves
for re-appointment. The information on the particulars of Directors
seeking appointment and re-appointment as stipulated under Clause 49 of
Listing Agreement with the Stock Exchanges, are provided in the notes
to Notice forming part of the Annual Report.
AUDITORS AND AUDIT REPORT
The retiring Statutory Auditors M/s A.K. Associates, Chartered
Accountants, hold office until the conclusion of the 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 224(1 B) of the Companies Act, 1956, and that they are not
disqualified for such appointment/ re-appointment within the meaning of
section 226 of the said Act or any other Act rules or regulations
applicable for such appointment/ re-appointment.
The Auditor's Report on the accounts is self explanatory COST AUDITORS
Pursuant to the directives of the Central Government under the
provisions of Section 233B of the Companies Act, 1956, the Company has
appointed M/s HMVN & Associates, Cost Auditors with approval of Central
Government to conduct the cost audit of the products manufactured by
the company for the period under review.
COMPANIES (COMPLIANCE CERTIFICATE)
Compliance Certificate pursuant to Section 383A of the Companies Act,
1956 is annexed hereto. CORPORATE GOVERNANCE
Company has complied with the requirements of Corporate Governance
through constitution and reconstitution of various committees and has
taken adequate steps to ensure that all mandatory provisions of
Corporate Governance as provided in the Listing Agreement with the
Stock Exchanges are duly complied with. A separate report on Corporate
Governance along with the Auditors certificate on compliance with the
Corporate Governance as stipulated in Clause 49 forms part of this
Annual Report.
INVESTOR SERVICES
The Company has appointed M/s Alankit Assignments Limited, New Delhi as
Registrar and Share Transfer Agent (RTA). No complaint/ query from any
of the shareholder is pending to be resolved by the Company or the RTA.
LISTING OF SHARES
Company's shares are listed on Delhi Stock Exchange & Bombay Stock
Exchange.
FIXED DEPOSITS
The Company has not accepted / renewed any deposits from the public /
members during the year under review.
CASH FLOW
Inconformity with the provisions of clause 32 of the Listing Agreement
the Cash Flow Statement for the year ended 31.03.2012 is annexed
hereto.
PUBLICATION OF FINANCIAL RESULTS
In conformity with the provisions of clause 41 of the Listing Agreement
the Company has published unaudited financial results for the quarter
ended 30th June 2011; 30th Sept. 2011; 31 st December 2011 and audited
financial result for the quarter/ year ended on 31st March 2012. The
summarized results are published in Business Standard (English), Delhi
& Dainik Bhaskar (Hindi), Hisar.
ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGAE
EARNINGS/ OUT GO
The information required under Section 217(1)(e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the report
of the Board of Directors) Rules, 1988 is annexed hereto as annexure A
and forms part of this report. .
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 21 7(2AA) of the Companies Act, 1956 and on
the basis of compliance certificates received from the concerned
executives of the respective departments of the Company and subject to
disclosures in the annual accounts, as also on the basis of the
discussion held with the statutory Auditors of the Company from time to
time, we state:
1. That in the preparation of annual accounts, applicable accounting
standards have been followed and proper explanations have been provided
relating to material departures, if any;
2. That the Directors have 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 at the end of the financial year and of the
profit of the Company for that period;
3. That the Directors have taken proper and sufficient care to the
best of their knowledge and ability for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities, if any,
4. That the Directors have prepared the annual accounts on a going
concern basis. APPRECIATION
The Directors place on record their thanks and appreciation to all
workers, staff members, executives and business associates for their
co-operation and contribution to the operations of the company. The
Directors are thankful to the Bankers, Financial Institutions for their
continued support to the company. The Directors also place on record
their sincere thanks to the shareholders for their continued support,
co-operation and confidence in the Management of the Company.
For and on behalf of the Board
Ashok Kumar Agarwal Kailash Kumar Agarwal
Deputy Managing Director Deputy Managing Director
Place : New Delhi
Dated : 14th August, 2012
Mar 31, 2010
The Directors have pleasure in presenting the Twenty Ninth Annual
Report together with the Audited Statements of Accounts of the Company
forthe year ended 31st March 2010.
FINANCIAL HIGHLIGHTS
The financial results of the Company for the year under review are
compared below with the previous years results for your consideration.
(Amt. in Crores)
Particulars Year ended Year ended
31st March,
2010 31st March,
2009
Sales and other Income 59.53 51.18
Profit/(Loss) before financial charges
and depreciation 3.90 3.01
Financial charges (2.23) (2.30)
Profit/(Loss) before depreciation 1.67 0.71
Depreciation (1.60) (1.60)
Profit before tax 0.07 (0.89)
Income tax provision 0.02 0.00
FBT Provision 0.00 0.05
Profit after Tax 0.05 (0.94)
Deferred Tax Assets (0.12) 0.25
Prior year adjustment 0.10 0.08
Transferred to Reserve 0.03 (0.61)
DIRECTORS
During the Year Company has to bear the irrecoverable loss of its
promoter director Sh. Arjun Dass Agarwal. Sh. Mohan Lal Jain was
appointed as additional director of the company and offer himself for
appointment as a director. In accordance with Article 110 of the
Articles of the Association of the Company Shri B.C. Talukdar and Shri
Ashok Kumar Agarwal Directors are liable to retire by rotation and
being eligible, offer themselves for reappointment.
The information on the particulars of Directors seeking re- appointment
as stipulated under Clause 49 of Listing Agreements with the Stock
Exchanges, are provided in the notes to Notice forming part of the
Annual Report.
AUDITORS AND AUDIT REPORT
The retiring Statutory Auditors M/s A.K. Associates, Chartered
Accountants, hold office until the conclusion of the ensuring Annual
General Meeting .The Company has received a letter from them that their
reappointment, if made, would be with in the prescribed limits under
section 224(1 B) of the Companies Act, 1956, and that they are not
disqualified for such appointment/ reappointment with in the meaning of
section 226 of the said Act or any other Act rules or regulations
applicable for such appointment/ reappointment. The report of the
Statutory Auditors on the Balance Sheet & Profit & Loss for the year
ended 31st March, 2010 is self explanatory and does not require any
statement from the company.
In respect of auditors observation in point no. (xi) of Annexure to
Auditors Report regarding certain delay in repayment of dues to IDBI,
we wish to inform that company has requested IDBI for deferment of
installment & interest falling due on 01.04.2009 & 01.07.2009 amounting
to Rs. 3132708/-&Rs. 3167286/-respectively. However IDBI has accepted
partly deferment of installment & interest and accordingly installment
& interest has been repaid.
COST AUDITORS
In pursuant to the directives of the Central Government under the
provisions of Section 233B of the Companies Act, 1956, the Company has
appointed M/s Naresh Goel, Cost Auditors to conduct the audit of the
products manufactured by the Company for the period under review.
CORPORATE GOVERNANCE
The Company has complied with the requirements of Corporate Governance
through constitution and reconstitution of various committees and has
taken adequate steps to ensure that all mandatory provisions of
Corporate Governance as provided in the Listing Agreement with the
Stock Exchanges are duly complied with. A separate report on Corporate
Governance along with the Auditors certificate on compliance with the
Corporate Governance as stipulated in Clause 49 forms part of this
Annual Report.
INVESTOR SERVICES
The Company has appointed M/s Alankit Assignments Limited, New Delhi as
Registrar and Share Transfer Agent (RTA). We have been informed that no
complaint/query from any of the shareholder is pending to be resolved
by the Company or the RTA.
LISTING OF SHARES
The companys share are listed on Delhi Stock Exchange and Bombay Stock
Exchange. The company has its equity shares delisted from the Stock
Exchange(s) of Ludhiana and Kolkatta. The Company is regularly
following up for delisting with Jaipur Stock Exchange.
FIXED DEPOSITS
The Company has not accepted / renewed any deposits from the public /
members during the year under review.
DIVIDEND
The Directors regret their inability to recommend dividend for the year
under review due to inadequacy of profit.
CASH FLOW
Inconformity with the provisions of clause 32 of the Listing Agreement
the Cash Flow Statement for the year ended 31.03.2010 is annexed
hereto.
PUBLICATION OF FINANCIAL RESULTS
In conformity with the provisions of clause 41 of the Listing Agreement
the Company has published unaudited financial results for the quarter
ended 3oth June 2009; 30th Sept. 2009; 31st December 2009 and audited
financial result for the quarter ended on 31st March 2010. The
summarized result published Business Standard, Delhi & Dainik Bhaskar
(Hindi) Hisar.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGAE
EARNINGS/ OUT GO
The information required under Section 217(l)e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the report
of the Board of Directors) Rules, 1988 is annexed hereto as annexure A
and forms part of this report.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act, 1956 and on
the basis of compliance certificates received from the concerned
executives of the respective departments of the Company and subject to
disclosures
in the annual accounts, as also on the basis of the discussion held
with the statutory Auditors of the Company from time to time, we state:
1. that in the preparation of the annual accounts, the applicable
accounting standards have been followed and proper explanations
provided relating to material departures, if any;
2. that the Directors have 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 at the end of the financial year and of the
profit and loss of the Company for that period;
3. that the Directors have taken proper and sufficient care to ensure
the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities, if any,
4. that the Directors have prepared the annual accounts on a going
concern basis.
APPRECIATION
The Board of Directors of the company wish to place on record their
thanks and appreciation to all workers, staff members and executives
for their contribution to the operations of the company. The Directors
are thankful to the Bankers, Financial Institutions for their continued
support to the company. The Directors also place on record their
sincere thanks to the shareholders for their continued support,
co-operation and confidence in the Management of the Company.
For and on behalf of the Board
Ashok Kumar Agarwal Kailash Kumar Agarwal
Deputy Managing Director Deputy Managing Director
Place: New Delhi
Date : 12th August, 2010