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Directors Report of Hardcastle & Waud Manufacturing Company Ltd.

Mar 31, 2014

Dear Members,

Your Directors have pleasure in placing before you their Sixty Eighth Annual Report together with the Audited Accounts for the year ended March 31,2014.

FINANCIAL RESULTS AND APPROPRIATIONS

Year Ended Previous Year March 31, 2014 March 31, 2013

Loss before Interest, Depreciation & Exceptional Items (14.29) (104.46)

Interest 3.55 13.42

Depreciation, etc. 28.04 26.33

Loss before Taxation (45.88) (144.21)

Prior Year Adjustments 0.25 0.71

Provision for Taxation 3.34 7.72

Deferred Tax (28.31) (5.86)

Net Loss after Taxation (20.67) (145.36)

Balance b/f from Previous Year 3,058.47 3,203.83

Carried forward 3,037.80 3.058.47

In view of the loss the Directors do not recommend any dividend for the year under review

OPERATIONS

During the year under review, Revenue from Operations of the Company was higher by 04.32% at ? 31^t 47 lacs as against 301.46 lacs in the previous year. Loss before Tax stood at ? 45.88 lacs as compared to Rs. 144.21 lacs for the previous year, representing a significant decline of 68.18% Loss after Tax stood at Rs. 20.67 lacs.

In view of the downturn in the economy during the year under review, your Company's performance was impacted to a great extent due to rising inflation, rupee depreciation, increased cost of capital, increased cost of crude oil and restrained demand from end-users.

DIRECTORS

Details regarding persons proposed to be appointed as directors at the Annual General Meeting to be held on 30.9.2014 due to changes arising from the implementation of the Companies Act. 2013 are provided in the annexure to the Notice convening the Annual General Meeting.

FIXED DEPOSITS

During the year under review, your Company has not accepted any deposits from the public under Section 58A of the Companies Act, 1956.

STATUTORY AUDITORS

Your Company's Auditors, M/s. Khare & Co., Chartered Accountants, retire at the ensuing Annual General Meeting of the Company. They have, however, requested the Board not to propose their reappointment due to professional occupancy. Accordingly, the Board of Directors on the recommendation of the Audit Committee, recommends the appointment of M/s. GMJ & Co., Chartered Accountants as Statutory Auditors of the Company to hold the office from the conclusion of the ensuing Annual General Meeting till the conclusion of the Seventy Third Annual General Meeting, subject to ratification b*shareholders at every Annual General Meeting.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company expended ? 0.50 lacs in foreign currency. There was no foreign exchange earning. There are no other particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

PARTICULARS OF EMPLOYEES

There are no particulars to be disclosed under the provisions of Section 217(2A) of the Companies Act, 1956 and the Rules made thereunder

MANUFACTURING ACTIVITIES

The manufacturing activity at the Company's Sarigam Plant in Gujarat which was closed in November, 2008 is resumed w.e.f 2002.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of Section 2 of the Companies Act, 1956, the Directors of the Company to the best of their knowledge and belief and on the basis of the information and explanations received by them hereby state and confirm that:

(i) In the preparation of the Annual Accounts, applicable accounting standards have been followed and that no material departures have been made from the same;

(ii) 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 31,2014 and of the loss of the Company for the year ended on that date;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding assets of the Company and for preventing and detecting frauds and other irregularities; and

(iv) The Directors have prepared the annual accounts on a going concern basis.

EMPLOYEE RELATIONS:

Relations with employees during the year continued to be cordial.

ACKNOWLEDGEMENTS

The Board sincerely thanks all Stakeholders for their continued support.

For and on behalf of the Board

Dated: 2nd September, 2014 Banwari Lai Jatia Om Prakash Adukia Managing Director Director




Mar 31, 2013

The Directors present the 67th Annual Report of the Company, together with the audited Statements of Accounts tor the year ended 31st March, 2013.

1. FINANCIAL RESULTS AND APPROPRIATIONS

(Rs.Lacs)

Year ended 31* March, 2013 Year ended 31''March, 2012

Profit before Interest, Depreciation and Exceptional Items (104.46) 28.71

Interest 13.42 0.45

Depreciation, etc. 26.33 23.41

Profit Before Taxation (144.21) 4.85

Prior Year Adjustments 0.71 10.39

Provision for Taxation 7.72 18.87

Deferred Tax (5.86) (984.65)

Net Profit after Taxation (145.36) 981.02

Balance b/f from Previous Year 3203.83 2222.81

Carried forward 3058.47 3203.83



In view of the loss, no dividend is being recommended.

2. OPERATIONS:

The Company''s Revenue from Operations was substantially higher at Rs. 301.46 lacs as compared to Rs. 202.30 lacs last year. However despite growth in revenue, the Company recorded an after tax loss of Rs.145.36 lacs mainly due to lower revenue from other income.

Deceleration in industrial output and exports has weakened India''s economic growth and the volatile crude oil prices, the weak Rupee, stubborn inflationary conditions, the global economic uncertainties and disturbances in many parts of the world have contributed to general sense of pessimism and negativism prevalent all across. It is difficult to forecast the outlook for the current year given the uncertainties in the present scenario. However efforts are being made to improve performance and profitability.

3. PUBLIC DEPOSITS:

No deposits were accepted by the Company during the year.

4. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, Mr.Om Prakash Adukia retires by rotation at the ensuing Annual General Meeting but being eligible, offers himself for reappointment.

During the year Mr. Dharmendra Agarwal was appointed as additional director by the Board. In terms of Section 260 of the Companies Act, 1956 he holds office upto date of the ensuring Annual General Meeting.

5. AUDITORS:

Members are requested to appoint auditors to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration. fi.

6. FOREIGN EXCHANGE EARNING &OUTGO : -

The Company expended Rs. 7.07 lacs in foreign currency. There was no foreign exchange earning. There are no other particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

7. PARTICULARS OF EMPLOYEES :

There are no particulars to be disclosed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules,1975.

8. DIRECTORS'' RESPONSIBILITY STATEMENT :

As required under Section 217(2AA) of the Companies Act, 1956 your Directors state that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed;

b. the accounting policies selected and applied are consistent and the judgements and estimates made 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 loss ol the Company for that period;

c. proper and sufficient care has been taken for the maintenance of adequate accountino/records in accordance with the provisions ot the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d. the annual accounts have been prepared on a going concern basis.

9. SECRETARIAL COMPLIANCE REPORT :

Copy of a certificate from a secretary in whote-time practice certifying that the Company has complied with the provisions of the Companies Act, 1956 is annexed to this report.

10. EMPLOYEE RELATIONS :

Relations with employees during the year continued to be cordial.

11.ACKNOWLEDGEMENTS:

The Board sincerely thanks all stakeholders for their continued support,



On Behalf of the Board

Mumbai, Banwari Lai Jatia

26th August, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors present the 66th Annual Report of the Company, together with the audited Statements of Accounts for the year ended 31st March, 2012.

1. FINANCIAL RESULTS AND APPROPRIATIONS:

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

Profit before Interest, Depreciation and Exceptional Items 28.71 181.61

Interest 0.45 2.03

Depreciation, etc. 23.41 59.47

Profit Before Taxation 4.85 120.11

Prior Year Adjustments 10.39 2.74

Provision for Taxation 18.87 (3.47)

Deferred Tax (984.65) 0.68

Net Profit after Taxation 981.02 125.64

Transfer to General Reserve - 50.00

Balance b/f from Previous Year 2222.81 2147.17

Carried forward 3203.83 2222.81

2. OPERATIONS:

Revenue from Operations witnessed a steep fall compared to last year, while the profit after tax was substantially higher at 7 981.02 lacs to that of Rs. 125.64 lacs recorded last year which was mainly attributed to income generated from sale of fixed assets.

The Indian economy is witnessing a strain after 2 years of sustained growth. The global financial melt down and debt crises in the euro zone, volatile crude oil prices, the weak Rupee, inflation and other factors contributing to the sluggish global growth have impacted the Indian economy which declined to 6.5% growth compared to growth of 8.4% in the preceding two financial years.

While the Government is taking monetary control measures to tame inflation, the country faces a major challenge to augment and sustain economic growth.

As reported last year, the Company had applied to the Bombay Stock Exchange for listing of 67,500 fully paid new equity shares on the Exchange pursuant to the conversion of 7,500 Zero% Convertible Debentures of Rs. 10,000 each issued earlier. The Directors are pleased to inform you that the said shares have since been listed on the Exchange.

3. PUBLIC DEPOSITS:

No deposits were accepted during the year.

4. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, Mr. Narendra Sardaisingh Karnavat retires by rotation at the ensuing Annual General Meeting but being eligible, offers himself for reappointment.

5. AUDITORS:

Members are requested to appoint auditors to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

6. FOREIGN EXCHANGE EARNING & OUTGO:

The Company expended Rs. 5.07 lacs in foreign currency, however, there was no foreign exchange earning.

There are no other particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

7. PARTICULARS OF EMPLOYEES:

There are no particulars to be disclosed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

8. DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956 your Directors state that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed;

b. the accounting policies selected and applied are consistent and the judgements and estimates made 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;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d. the annual accounts have been prepared on a going concern basis.

9. SECRETARIAL COMPLIANCE REPORT:

Copy of a certificate from a secretary in whole-time practice certifying that the Company has complied with the provisions of the Companies Act, 1956 is annexed to this report.

10. EMPLOYEE RELATIONS:

Relations with employees during the year continued to be cordial.

11. ACKNOWLEDGEMENTS:

The Board sincerely thanks all stakeholders for their continued support.

On Behalf of the Board

Mumbai, Banwari Lai Jatia

11 th August, 2012 Chairman & Managing Director


Mar 31, 2011

Dear Members,

The Directors present the 65th Annual Report of the Company, together with the audited Statements of Accounts for the year ended 31st March, 2011.

1. FINANCIAL -RESULTS AND APPROPRIATIONS :

Year ended Year ended 31st March,2011 31st March,2010 (Rs. Lacs) Rs. Lacs)

Profit before Interest, Depreciation and Exceptional Items 181.61 169.12

Interest 2.03 8.89

Depreciation 37.61 35.26

Provision for Impairment of Assets 21.86 -

Prior year Adjustments (2.74) (4.31)

Profit Before Taxation 122.85 129.28

Provision for Taxation (3.47) 16.71

Deferred Tax 0.68 58.42

Net Profit after Taxation 125.64 54.14

Transfer to General Reserve 50.00 50.00

Balance b/f from Previous Year 2147.17 2143.03

Carried forward 2222.81 2147.17



With a view to strengthen the financial position of the Company, no dividend payout is being recommended.

2. OPERATIONS :

The. Company discontinued its operations at its Sarigam Unit in June, 2010 as a result of which the turnover went down substantially. However, the Profit after Tax was Rs.125.64 lacs against the previous year's Rs. 54.14 lacs.

During the current year, the Company has converted the 7,500 Zero% Fully Paid Fully Convertible Debentures of Rs. 10,000 each issued during the year 2009 into 67,500 Fully Paid Equity shares of Rs. 10 each in the Capital of the Company at the rate of 9 equity shares for each FCD held to the holder thereof as per terms and conditions attached to the said FCDs. Following the allotment, Rs. 90 per FCD has been credited to the Share Capital account of the Company and the balance amount of Rs. 9910 paid against each FCD by the allottee has been appropriated to the Company's share premium account. As a consequence, the paid up capital now stands at Rs. 67.95 lacs.

The Company has applied to the Bombay Stock Exchange for listing of the new shares on the Exchange for which the requisite approval is awaited.

3. PUBLIC DEPOSITS :

No deposits were accepted during the year.

4. DIRECTORS :

In accordance with the provisions of the Companies Act, 1956, Mr. Hasmukh Gandhi retires by rotation at the ensuing Annual General Meeting but being eligible, offers himself for reappointment.

5. AUDITORS:

Members are requested to appoint auditors to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

6. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE :

Details of energy conservation, technology absorption and foreign exchange earnings and outgo as required by Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 appear in the Annexure to this Report.

7. PARTICULARS OF EMPLOYEES :

There are no particulars to be disclosed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

8. DIRECTORS' RESPONSIBILITY STATEMENT :

As required under Section 217(2AA) of the Companies Act, 1956 your Directors state that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed;

b. the accounting pplicies selected and applied are consistent and the judgements and estimates made 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;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d. the annual accounts have been prepared on a going concern basis.

9. SECRETARIAL COMPLIANCE REPORT :

Copy of a certificate from a secretary in whole-time practice certifying that the Company has complied with the provisions of the Companies Act, 1956 is annexed to this report.

10. EMPLOYEE RELATIONS :

Relations with employees during the year continued to be cordial.

11. ACKNOWLEDGEMENTS :

The Board sincerely thanks all stakeholders for their continued support.

On Behalf of the Board

B.L.Jatia Chairman & Managing Director

Mumbai,

5th August, 2011


Mar 31, 2010

The Directors present the 64lh Annual Report of the Company, together with the audited Statements of Accounts for the year ended 31sl March, 2010.

1. FINANCIAL RESULTS AND APPROPRIATIONS :

Year Ended Year Ended 31st March 31stMarch, 2010 2009

Rs Lacs Rs Lacs

Profit before Interest, Depreciation

and Exceptional Items 169.12 95.71

Interest 8.89 12.61

Depreciation 35.26 34.42

Prior year Adjustments (4.31) (10.29)

Profit Before Taxation 129.28 58.97

Provision for Taxation 16.71 5.36

Deferred Tax 58.42 (8.18)

Fringe Benefit Tax - 3.81

Net Profit after Taxation 54.14 57.98

Transfer to General Reserve 50.00 -

Balance b/f from Previous Year 2143.03 2085.04

Carried forward 2147.17 2143.02



With a view to strengthen the financial position of the Company, no dividend payout is being recommended.

2. OPERATIONS :

The sales were down by abqut 11 % over the previous year even though profitability was better.

The Company has invested Rs. 474 crores in the equity capital of Global Trendz Ltd, which is engaged in the wholesale business of ready made garments.

During the year under review, the Company had allotted 7,500 Zero% Fully Paid Compulsorify Fully Convertible Debentures of Rs. 10,000 each aggregating to Rs. 750 lacs on a preferential allotment basis pursuant to a special resolution passed by Members at the EOGM held on 29.10.2009. The holders of the said debentures will be entitled to get allotted 9 fully paid equity shares of Rs. 10 each in the capital of the Company at the end of 18 months from the date of allotment for every such debenture held.

3. PUBLIC DEPOSITS :

No deposits were accepted during the year.

4. DIRECTORS:

In accordance with the provisions of the Companies Act,1956, Mr. Tushar G Agarwal retires by rotation at the ensuing Annual General Meeting but being eligible, offers himself for reappointment.

5. AUDITORS :

Members are requested to appoint auditors to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

6. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE :

Details of energy conservation, technology absorption and foreign exchange earnings and outgo as required by Section 217 (1 )(e) of the Companies - Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 appear in the Annexure to this Report.

7. PARTICULARS OF EMPLOYEES :

Particulars of employees covered by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are as under -

Name Designation Total Qualifications 8 Age Remuneration & Rs Experience

Mr B L Jatia Chairman & 2,26,800 B.Com LLB

(66 Years) Managing 42 Years Director

Name

& Age Date of Previous Percentage Commencement Employment of Equity of Employment Shares held

Mi. B L Jatia (66 Years) 26.05.1994 Houghton

Hardcastle

(India) Ltd. -

Managing

Director

Notes: 1. Remuneration includes salary, companys contribution to provident fund, house rent allowance and monetary value of perquisites.

2. The employment of the Managing Director is contractual.

8. DIRECTORS RESPONSIBILITY STATEMENT :

As required under Section 217(2AA) of the Companies Act, 1956 your Directors state that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed;

b. the accounting policies selected and applied are consistent and the judgements and estimates made 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;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d. the annual accounts have been prepared on a going concern basis.



9. SECRETARIAL COMPLIANCE REPORT :

Copy of a certificate from a secretary in whole:time practice certifying that the Company has complied with the provisions of the Companies Act, 1956 is annexed to this report.

10. EMPLOYEE RELATIONS :

Relations with employees during the year continued to be cordial.

11. ACKNOWLEDGEMENTS :

The Board sincerely thanks all stakeholders for their continued support.

On Behalf of the Board

Mumbai,

3rd August, 2010 B.L Jatia

Chairman & Managing Director

 
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