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