Mar 31, 2015
Dear Members,
The Directors of your Company have pleasure in presenting the 34th
Annual Report on the affairs of the Company together with the Audited
Accounts of the Company for the financial yearended 31st March, 2015.
FINANCIAL RESULTS:
The Financial Results for the year are as under:- (Rs in Lac)
2014-2015 2013-2014
PARTICULARS (6 Months)
Revenue from operations (Net) 3826.21 2404.79
Profit before Depreciation, Interests Tax (PBDIT) 76.60 (55.33)
Less: lnterest& Financial expenses - 7.96
Profit/(Loss) before Depreciations Tax (PBDT) 76.60 (63.29)
Less: Depreciation 57.16 114.88
Profit / (Loss) before tax 19.44 (178.17)
DIVIDEND
Your Directors regret their inability to propose any dividend with a
view to strengthen the financial position by way of retaining the
earnings for the business operations of the Company.
RESERVES
No amount, which the Board proposes to carry to any reserves.
WORKING OF THE COMPANY: OPERATIONS
During the year your Company has achieved a turnover of Rs. 3826.21 Lac
and earned a profit of Rs.19.44 Lac. There has been no change in the
nature of business of your Company during the financial year 2014-15.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
As required under Clause 49 of the Listing Agreements with Stock
Exchanges, the Management Discussion and Analysis Report is enclosed as
a part of this report.
CORPORATE GOVERNANCE
The Company has adopted the Corporate Governance Policies and Code of
Conduct which set out the principle of running the Company with
fairness, transparency and accountability. Your Company has taken
adequate steps to adhere to all the stipulations laid down in Clause 49
of the Listing Agreement. A separate report on Corporate Governance
forming part of the Annual Report of the Company is annexed hereto. A
certificate from the Statutory Auditors of the Company M/s. V. Singhi &
Associates, Chartered Accountants confirming the compliance with the
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement is annexed to the report on Corporate Governance.
LISTING
The shares of your Company are listed at the Bombay Stock Exchange Ltd.
and the National Stock Exchange of India Ltd. The applicable annual
listing fees for the year 2015-16 have been paid to the stock exchanges
before the due date.
PUBLIC DEPOSIT
The Company has not accepted any public deposits during the financial
year 2014-15, in terms of chapter - V of the Companies Act, 2013 and as
such, no amount on account of principal and interest was outstanding as
on the date of Balance Sheet.
CORPOARTE SOCIAL RESPONSIBILITY
The provisions of Companies Act, 2013 regarding Corporate Social
Responsibility are not attracted to the Company.
DIRECTORS
In accordance with the provisions of Companies Act, 2013 Shri Alok
Krishna Agarwal, Non-Executive Director retire by rotation at the
ensuing Annual General Meeting, and being eligible offers himself for
re-appointment.
At the 33rd Annual General Meeting of the Company held on 27th
September, 2014 the Company had appointed Smt. Shailja Haldia as
Independent Director as per provisions of Section 149 and other
applicable provisions of the Companies Act, 2013 for 5 consecutive
years for a term upto the conclusion of the 38th Annual General Meeting
and will not be liable to retire by rotation during her term of 5
years.
Shri M. P. Rajan, Shri V. S. Crishna, were appointed as Independent
Directors under erstwhile Companies Act, 1956 for a period of 5
consecutive years from the date of appointment as Independent Director
i.e. December 6, 2013 upto December 5, 2018 and will not be liable to
retire by rotation during their term of 5 years. Mr. Umesh Wamorkar,
Nominee Director, resigned from the Company w.e.f. 03.06.2014.
STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION
149(7)
The independent Directors have submitted the declaration of
independence, as required pursuant to Section 149(7) of the Companies
Act, 2013, stating that they meet the criteria of independence as
provided in Sub Section (6).
The Independent Directors have confirmed and declared that they are not
dis-qualified to act as an Independent Director in compliance with the
provisions of Section 149 of the Companies Act, 2013 and the' Board is
also of the opinion that the Independent Directors fulfils all the
conditions specified in the Companies Act, 2013 making them eligible to
act as independent Directors.
KEY MANAGERIAL PERSONNEL
The following persons were formally appointed as Key Managerial
Personnel (KMP) of the Company effective from August 4,2014 in
compliance with the provisions of section 203 of the Companies Act,
2013:
1. Shri Balesh Kumar Bagree, Chief Financial Officer
2. Ms. Nidhi Binnani, Company Secretary
Shri Vilas Agrawal continues to be the Whole-time Director of the
Company.
ANNUAL EVALUATION
In compliance with the Companies Act, 2013 and Clause 49 of the Listing
Agreement, the performance evaluation of the Board and that of its
Committees and individual directors was carried out during the year
under review. The Directors expressed their satisfaction with the
evaluation process.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring
compliance with the provisions of section 134(3)(c) read with section
134(5) of the Companies Act 2013 and clause 49(lll)(D)(4)(a) of the
listing agreement with Stock Exchange in the preparation of the annual
accounts for the year ended on March 31,2015, it is hereby confirmed:
i) That in the preparation of the annual accounts for the financial
year ended March 31, 2015, the applicable accounting standards have
been followed along with proper explanation relating to material
departures;
ii) That the selected accounting policies were applied consistently and
the Directors made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial period and of the profit and
loss amount of the Company for the same period;
iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act ,2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
iv) the annual accounts have been prepared on a going concern basis;
v) the internal financial controls have been laid down and such
internal financial controls adequate and were operating effectively;
and
vi) the Company has adequate internal systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
INTERNAL CONTROL SYSTEM ,
The company has a proper and adequate system of internal control to
ensure that all assets are safeguarded, and protected against loss from
unauthorized use or disposition, and that all transactions are properly
authorized, recorded and reported correctly to the management. The
Company is following all the applicable Accounting Standards for
properly maintaining the books of accounts and reporting financial
statements. The internal auditor of the company checks and verifies the
internal control and monitors them in accordance with policy adopted by
the Company.
RISK MANAGEMENT
The Company has laid down well defined risk management mechanism
covering the risk exposure, potential impact and risk mitigation
process. The Board periodically reviews the risks and suggests steps to
be taken to control and mitigate the same through a properly defined
frame work.
In line with the new regulatory requirements, the Directors of the
Company has formally framed a Risk Management Policy to identify and
assess the key risk areas, monitor and report compliance and
effectiveness of the policy and procedure.
STATUTORY AUDITORS
The Satatutory Auditors, M/s. V. Singhi & Associates, Chartered
Accountants, Kolkata will retire at the conclusion of the ensuing
Annual General Meeting and being eligible have offered themselves for
re-appointment as Statutory Auditors for the financial year 2015-16.
AUDITORS'REPORT
The Statutory Auditors of the Company have submitted Auditors' Report
on the accounts of the Company for the financial year ended March
31,2015. The Notes on financial statement referred to in the
Auditors' Report are self- explanatory and do not call for any
further comments. The Auditors' Report does not contain any
qualification, reservation or adverse remark.
COST AUDITORS
M/s. Nupur Jain & Company, Cost Accountant, were re- appointed as Cost
Auditors of the Company to conduct cost audit of the accountants
maintained by the company for the financial year 2014-15. The cost
Audit report for the 6 months period ended on March 31,2014 was
submitted on March 31,2014 vide SRN S29825858 in Form I- XBRL . The
cost audit report for the year ended on March 31,2015, will be
submitted before the due dates as prescribed by Law.
SECRETARIAL AUDIT REPORT
The Board of Directors of the Company has appointed Shri Ashish Nayak,
Practicing Company Secretary, as "Secretarial Auditor" of the
Company to conduct Secretarial Audit for the financial year ended March
31,2015, pursuant to the provisions of Section 204 (1) of the Companies
Act, 2013 read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014.
The Secretarial Audit Report submitted by Shri Ashish Nayak, a Company
Secretary in practice in prescribed form MR-3 is enclosed as a part of
this report as" Annexure-A". The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark.
DISCLOSURES UNDER THE COMPANIES ACT, 2013
i) EXTRACT OF ANNUAL RETURN U/S 92(3) ,
The details forming part of the extract of the Annual return in Form
MGT-9 is enclosed as " Annexure - B"
ii) NUMBER OF BOARD MEETINGS
The Board of Directors met 4 (four) times in the financial year ended
31st March, 2015. The details of the Board meeting and the attendance
of the Directors are provided in the Corporate Governance Report.
iii) RELATED PARTY TRANSACTIONS
Related party transactions that were entered during the financial year
were on arm's length basis and were in the ordinary course of
business and are in compliance with the applicable provisions of the
Act and the listing agreement. Flowever, there were material related
party transactions in terms of clause
49 of the listing agreement in respect of which necessary disclosures
and compliance has been made by your Company. There were no materially
significant related party transactions made by the Company with
promoters, directors, key managerial personnel or their relatives,
which could have had a potential conflict with the interests of the
Company at large.
All Related Party Transactions are placed before the Audit Committee as
also the Board for their approval.
For details of transactions with the related parties please refer Note
29 to the financial statement.
Particulars of contracts or arrangements entered during the year is
enclosed in "Annexure-C" as Form AOC-2.
iv) COMPOSITION OF AUDIT COMMITTEE
The Board has re-constituted the Audit Committee which comprises of
Shri M.P. Rajan, as the Chairman, Shri V. S. Crishna and Shri Vilas
Agrawal, as the members. All the recommendations made by the Audit
Committee were accepted by the Board of Directors. More details on the
Committee are given in the Corporate Governance Report.
V) VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a vigil mechanism for directors and employees to report
genuine concerns has been established. In order to ensure that the
activities of the Company and its employees are conducted in a fair and
transparent manner by adoption of highest standards of professionalism,
honesty, integrity and ethical behaviour the company has adopted a
vigil mechanism policy. This policy is explained in Corporate
Governance Report.
VI) There were no material changes and commitments affecting the
financial position of the Company occurring between 31st March, 2015
and the date of this Report.
VII) There is no change in the business of the Company.
VIII) There were no significant and material orders passed by
regulators or courts or tribunals impacting the growing concern status
and Company's operation in future.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE
COMPANIES ACT, 2013
For operationai betterment, it is imperative to invest in modernization
and upgradation of the Company's production facilities. In absence of
definite line of credit to your Company for such capital investment,
your Company has agreed to the proposal of M/s. Wearit Global Ltd.
(WGL) of providing corporate guarantee to its consortium bankers for
raising credit assistance for capital expenditure as well as to fund
the working capital requirement of your Company in a mutually
benefitting manner. Your Company is engaged in job work arrangement
with WGL and have mutually agreed to diversify in varied 'high
valued' products through modernization of your Company's production
facility. Fience in the interest of the Company and acknowledging the
rationality of the arrangement, your Company has given Corporate
Guarantee to the consortium bankers of WGL on terms and conditions
which are not prejudicial to the interest of your Company and is in
adherence to the applicable provision of the Companies Act, 2013.
However, in the process, the amount of guarantee provided has
marginally exceeded the prescribed limits for which your Company has
taken all necessary steps for ratifying the same in the ensuing Annual
Genera! Meeting of the Company.
PARTICULARS OF EMPLOYEES
The information required pursuant to section 197 read with Rule 5 of
the Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company is as follows:
The company has one Whole-time Director who was appointed without any
remuneration. He has voluntarily agreed to forgone remuneration due to
the financial constraints being faced by the Company. Further, no
sitting fees has been paid to any director during the year.
The particulars of the employees who are covered by the provisions
contained in Rule 5(2) and rule 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are:
a) Employed through out the year Nil
b) Employed for part of the year Nil
The remuneration paid to all Key management Personnel was in accordance
with remuneration policy adopted by the company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
The prescribed particulars of Conservation of Energy, Technology
Absorption and R & D activities required U/s 134(3)(m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014
are attached as"AnnexureD&E" which forms part of this Report.
FOREIGN EXCHANGE EARNINGS AND OUTGO
During the period, the Company has not made any export, hence the
export earning is Nil. ACKNOWLEDGEMENT
Your Directors take this opportunity to express their thanks to the
Central and State Government authorities, Regulatory authorities, Stock
Exchanges and Company's Bankers for the assistance, co-operation and
encouragement they extended to the Company.
Your Directors also wish to place on record their appreciation for the
continuing support and unstinting efforts of investors, vendors,
business associates and employees in ensuring an excellent all round
operational performance.
For and on behalf of the Board of Directors
Date: 30th May, 2015 (Shaiija Haldia) (Vilas Agrawal)
Place: Kolkata Director Whole-time Director
Sep 30, 2013
To the Shareholders,
The Directors present Thirty Second Annual Report together with the
Audited Statements of Accounts for the period ended September 30,2013.
Operations
The total Income during the period was Rs. 17133.15 lacs. The operating
results are as under:
(Rs. in lacs)
2012-2013 2011-2012
(18 Months) (12 Months)
Surplus before Interest and Depreciation 2663.06 79.04
Less: Interest 375.59 766.56
Profit/(Loss) before Depreciation 2287.47 (687.52)
Less: Depreciation 470.57 363.46
Add:Tax expenses of earlier year 13.85 (7.24)
Net Profit/(Loss) 1803.05 (1058.22)
Change in Accounting Year:
In order to One Time Settlement (OTS) and change in management, also
for administrative convenience, your Company has decided to extend its
financial year from March 31 to September 30, 2013 i.e. April 1, 2013
to September 30, 2013. Accordingly, the Accounts for the year under
review have been compiled for the 18 month period ended September 30,
2013. The figures in respect of the previous year, however, relate to
12 months ended March 31, 2012, and hence are not strictly comparable.
Dividend
In the absence of profits, your Directors regret their inability to
propose any dividend. Working of the Company Birgod:
Lenders, have sold surplus Plant & Machinery including Power House by
E-auction through MSTC Ltd to the highest bidder. The lenders directly
sold Land & Building and the sale proceeds had distributed among
Lenders. Now the Company has only one unit at Pillukhedi. Pillukhedi:
Presently the company has unit at Pilukhedi in operation. Company has
entered into Job Wok with Wearit Global Limited, Kolkata and 3178.95
M.T job work done.The total turnover was k 14874.72 lacs. During the
period the company made direct export of yarn Rs. 584.45 lacs Finance
Company has arrived at a one time settlement(OTS) of the dues
(Principal togetherthe outstanding interest) with its lenders viz.
Asset Reconstruction Company (India) Ltd.. (ARCIL), Bank of India, IDBI
Bank, Union Bank of India and State Bank of India with cut off date as
September 30, 2012, the terms of settlement also stipulate transfer for
management of new promoter and OTS approvals from the above
Banks/Institutions as received and process of change in management has
taken place on March 23,2013. Public Deposit
Your Company has not accepted any public deposits and as such no amount
of principal and interest was outstanding as on the date of Balance
Sheet. Directors
Shri Manohar Keshav, Shri Ravi Mohan, Shri G. S. Chopra have resigned
from the directorship of the Company and Shri Manish Kumar, Shri
M.P.Rajan, Shri V.S. Crishna and Shri Vilas Agrawal have joined as
additional Directors of the Company on March 23,2013, due to OTS and
change in management.
Shri S. K. Aggarwal was appointed as Nominee Director of Bank of India
w.e.f. September 25, 2012, in place of ShriV. D. Nadkarni.
Shri Umesh Wamorkar was appointed as Nominee Director of Asset
Reconstruction Company (India) Ltd. (ARCIL) w.e.f. September 20,2012.
Shri Chandra Mohan has resigned from the Board as director w.e.f.
January 17,2013.
Shri S. L. Moondhra, has resigned from the Board as Whole time
Director, designated as Senior Executive Director w.e.f. May31,2013.
Shri VilasAgrawal, appointed as Whole time director under section 269
of the Companies Act, 1956, w.e.f. July 31,2013. Shri Alok Krishan
Agarwal, has appointed asAdditional Director, w.e.f. July 31,2013.
Particulars of Employees
There is no employee coming within the provisions as required under
Section 217(2A) of the Companies act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975. Conservation of Energy
In terms of Section 217 (1) (e) of the Companies Act, 1956 the
Companies (disclosure of particulars in respect of Board of Directors),
Rules 1988 additional information regarding Energy Conservation,
Technology Absorption and R&D activities, are given in (AnnexureA& B)
forming part of this report. Foreign Exchange Earnings and Outgo ¦
During the year, the Company was able to actualize export earnings ofRs.
760.99 lacs on F.O.B. realisation basis. The total foreign exchange
outgo, during the year amounted to Rs. 25.42 lacs for payment of
commission on export sales. The particulars of foreign exchange earned
/ utilised during the period are given in note 35 D & F of the
accounts. Corporate Governance Report
A separate report on Corporate Governance is furnished as a part of the
Annual Report and the certificate from the Company''s Auditors regarding
compliance with the said Code annexed to the said Report.
Directors''Responsibility Statement
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement on the
basis of the information made available to the Directors, it is hereby
confirmed: i) That in the preparation of the accounts for the financial
period ended September 30,2013, the applicable accounting standards
have been followed along with proper explanation relating to material
departures; ii) That the Directors have selected such accounting
policies and applied them consistently and made judgments and Estimates
that were 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 period
and of the profit or loss of the Company forthe period under review;
iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities. iv) That the Directors have prepared the accounts for
the financial period ended September 30,2013, on a ''going concern''
basis. Auditors
Messers Bansi S. Mehta & Co., Chartered Accountants, Auditors of the
Company, hold office until the conclusion of the ensuing Annual General
Meeting and are eligible for reappointment.
Shri Y. S. Tibrewala, Cost Accountant, was appointed on SRN S08784282
dated June 12, 2012 as Cost Auditors of the Company to conduct the cost
audit for the period ending on September 30,2013 (18 months period).
The cost Audit report forthe period ended March 31,2012 was submitted
on December 31,2012 vide SRN S19698695 in Form l-XBRL. The cost audit
report forthe period ended on September 30,2013 will be submitted
before the due dates as prescribed by the Law.
On the basis of technical opinion, the Company continues to treat plant
and machinery as continuous process plant, which is required and
designed to operate 24 hours a day. Consequently depreciation has been
charged at the rate pursuant to notification GSR No: 756E dated
December 16, 1993 on straight line method, as continuous process plant.
In respect of observations in the Auditor''s report pertaining to
depreciation charged on Plant & Machinery, the Company continues to
treat on the basis of technical opinion all plant & machinery as
continuous process plant, which is required and designed to . operate
24 hours a day. The other observations in the Auditors'' Report with
regard to employees benefits, Impairment of Assets are dealt with in
the notes to the accounts at appropriate place and are self
explanatory.
Your Directors wish to place on record their appreciation to the team
of dedicated executives and employees, who have shown devotion to their
duties.
We thank the various Departments of Central & State Governments, and
Financial Institutions, viz. Assets Reconstruction Company (India)
Limited (ARCIL), Bank of India, Union Bank of India, State Bank of
India, IDBI Ltd. and HDFC Bankfortheir , continued support to your
Company.
On behalf of the Board,
Kolkata Manish Kumar Vilas Agrawal
Dated: October28,2013 Director Wholetime Director
Mar 31, 2012
The Directors present Thirty First Annual Report together with the
Audited Statements of Accounts for the year ended March 31, 2012.
Operations
The total Income during the year was Rs. 11579.50 lacs. The operating
results are as under:
(Rs. in lacs)
2011-2012 2010-2011
Surplus before Interest and
Depreciation 79.04 864.11
Less: Interest 766.56 720.47
Profit / (Loss) before Depreciation (687.52) 143.64
Less: Depreciation 363.46 370.69
Net Profit / (Loss) (1050.98) (227.05)
Dividend
In the absence of profits, your Directors regret their inability to
propose any dividend.
Working of the Company
Birgod
As directed by lenders, the surplus Plant & Machinery excluding Power
House was sold by E-auction through MSTC Ltd to the highest bidder. The
sale of Land & Building and Power House is under process through
E-aution, as per the revised valuation report obtained by lenders.
Pillukhedi
Presently the Company has 28,800 spindles in operation, operation of
further spindles can be increased to 41,424 in stages. Due to working
capital constrains, the installed capacity remains unutilized. In order
to have viability of the unit, debt burden has to be reduced
substantially by the lenders. The volatility of raw material prices,
increase in power & labour cost coupled with tight finance has resulted
in to losses.
The turnover was Rs. 11420.18 lacs (previous year Rs. 10576.51 lacs).
During the year the Company made direct export of yarn Rs. 773.33 lacs
(Previous year f 1696.18 lacs).
Finance
Company is paying interest on Working Capital with effect from January,
2011 and has paid Rs. 1,24,50,159 till
March,2012.
Out of the sale proceeds of surplus Plant & Machinery and electrical
installation of Birgod Unit, Bank of India has recovered Rs. 220.00 lacs
alongwith interest, as per the terms of loan of Rs. 220.00 lacs, which
was disbursed to the Company towards labour dues.
Public Deposit
Your Company has not accepted any public deposits and as such no amount
of principal and interest was outstanding as on the date of Balance
Sheet.
Directors
Shri Ravi Mohan and Shri Chandra Mohan, retire by rotation at the
ensuing Annual General Meeting, and are eligible for reappointment.
Banë of India has appointed Shri V D Nadkarni in place of Shri M V
Venkateswaran as nominee w.e.f. January 17, 2012.
Particulars of Employees
There is no employee coming within the provisions as required under
Section 217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees ) Rules, 1975.
Conservation of Energy
In terms of Section 217 (1) (e) of the Companies Act, 1956 the
Companies (disclosure of particulars in respect of Board of Directors),
Rules 1988 additional information regarding Energy Conservation,
Technology Absorption and R&D activities, are given in (Annexure A & B)
farming part of this report.
Foreign Exchange Earnings and Outgo
During the year, the Company was able to actualize export earnings of Rs.
690.15 lacs on F.O.B. realisation basis.
The total foreign exchange outgo, during the year amounted to Rs. 29.91
lacs for payment of commission on export sales. The particulars of
foreign exchange earned / utilised during the year are given in Note 37
D & F to the accounts.
Corporate Governance Report
A separate report on Corporate Governance is furnished as a part of the
Annual Report and the certificate from the Company's Auditors regarding
compliance with the said Code annexed to the said Report.
Directors' Responsibility Statement
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement on the
basis of the information made available to the Directors, it is hereby
confirmed:
i) That in the preparation of the accounts for the financial year ended
March 31, 2012, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 or loss of the Company for the year under review;
iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
iv) That the Directors have prepared the accounts for the financial
year ended March 31, 2012 on a 'going concern' basis.
Auditors
Messers Bansi S. Mehta & Co., Chartered Accountants, Auditors of the
Company, hold office until the conclusion of the ensuing Annual General
Meeting and are eligible for reappointment.
Shri Y S Tibrewala, Cost Accountant, was appointed vide SRN S05771282
dated August 29, 2011 as Cost Auditors of the Company to conduct the
cost audit for the year ending on March 31, 2012. The cost Audit report
for the year ended March 31, 2011 was submitted on August 29, 2011. The
cost audit report for the year ended on March 31, 2012 will be
submitted before the due dates as prescribed by the Law.
On the basis of technical opinion, the Company continues to treat plant
and machinery as continuous process plant, which is required and
designed to operate 24 hours a day. Consequently depreciation has been
charged at the rate pursuant to notification GSR No: 756E dated
December 16, 1993 on straight line method, as continuous process plant.
In respect of observations in the Auditor's report pertaining to
depreciation charged on Plant & Machinery, the Company continues to
treat on the basis of technical opinion all plant & machinery as
continuous process plant, which is required and designed to operate 24
hours a day. The other observations in the Auditors' Report with regard
to employees benefits, Impairment of Assets are dealt with in the notes
to the accounts at appropriate place and are self explanatory. Your
Directors wish to place on record their appreciation to the team of
dedicated executives and employees, who have shown devotion to their
duties.
We thank the various Departments of Central & State Governments, and
Financial Institutions, viz. Assets Reconstruction Company (India)
Limited (ARCIL), Bank of India, Union Bank of India, State Bank of
India and IDBI Bank Ltd., for their continued support to your Company.
On behalf of the Board,
Pillukhedi Manohar Keshav S L Moondhra
Dated: May 25,2012 Director Senior Executive Director
Mar 31, 2011
To the Shareholders,
The Directors present Thirtieth Annual Report together with the
Audited Statements of Accounts for the year ended March 31, 2011.
Operations
The total Income during the year was Rs. 11158.40 lacs. The operating
results are as under:
(Rs. in lacs)
2010-2011 2009-2010
Surplus before Interest and
Depreciation 820.63 275.38
Less: Interest 676.99 652.53
Profit / (Loss) before Depreciation 143.64 (377.15)
Less: Depreciation 370.69 379.71
Profit / (Loss) before Tax (227.05) (756.86)
Less: Tax Expenses - -
(227.05) (756.86)
Add : Deferred Tax - 22.00
Net Profit / (Loss) after Tax (227.05) (734.86)
Dividend
In the absence of profits, your Directors regret their inability to
propose any dividend.
Increase In Share Capital
During the year 2010-11, the Company issued 18,40,000 equity shares of
Rs. 10/- each at par, amounting to Rs. 1,84,00,000/- to Asset
Reconstruction Company (India) Ltd., towards conversion of Term Loan as
per the conversion option pursuant to the CDR scheme approval dated
January 6,2005.
The Board of Directors, its board meeting held on August 9, 2010 have
approved the above allotment, pursuant to Article 13(c) of Article of
Association of the Company and Section 81(3) of the Companies Act,1956.
Working of the Company
Birgod
As advised by lenders, the surplus machineries alongwith land and
building will now be sold by auction though MSTC Ltd. for which
valuation of plant and machinery has been obtained afresh by lenders.
Pillukhedi
Presently the Company has 30,384 spindles in operation, the operation
of spindleage will gradually increase to 41,424 in stages subject to
approval of Comprehensive restructuring proposal under CDR package
submitted to Bank of India on April 22, 2010. Looking to the viability
of Pillukhedi unit, debt burden has to be reduced substantially as per
the scheme.
During the year the basic price of Polyester and Viscose Fibre has
increased by approx. 60% and 30% respectively, which the company has
been able to gradually pass on to its customers. With effect from April
1, 2011, the minimum wages has further increased by Rs. 250/- per
worker per month by Madhya Pradesh Government. The impact of the
increase in wages and benefits will be around Rs. 3.00 lacs per month.
The gross turnover was Rs. 10578.32 lacs (previous year Rs. 7355.11
lacs) During the year the Company made direct export of yarn Rs.
1696.18 lacs (previous year Rs. 1155.97 lacs).
Finance
As advised by lenders, the Company has submitted revised comprehensive
restructuring scheme under CDR package for their approval.
As envisaged in the revised comprehensive plan for Restructuring under
CDR Package, the company has started paying interest on Working Capital
from January, 2011 and it has paid amounting to Rs. 24,57,268/- to all
Working Capital bankers during January, 2011 to March,2011.
Public Deposit
Your Company has not accepted any public deposits and as such no amount
of principal and interest was outstanding as on the date of Balance
Sheet.
Directors
Shri Manohar Keshav and Shri G S Chopra, retire by rotation at the
ensuing Annual General Meeting, and are eligible for reappointment.
Bank of India has appointed Shri M V Venkateswaran in place of Shri P D
Upadhye as nominee w.e.f. October 16, 2010. Shri Manoj Maheshwari has
resigned from the Directorship of the Company w.e.f. February 16, 2011.
Particulars of Employees
There is no employee coming within the provisions as required under
Section 217(2A) of the Companies Act,1956, read with the Companies
(Particulars of Employees) Rules,1975.
Conservation of Energy
In terms of Section 217 (1) (e) of the Companies Act, 1956 the
Companies (disclosure of particulars in respect of Board of Directors),
Rules 1988 additional information regarding Energy Conservation,
Technology Absorption and R & D activities, are given in (Annexure A &
B) forming part of this report.
Foreign Exchange Earnings and Outgo
During the year, the Company was able to actualize export earnings of
Rs. 1645.34 lacs on F.O.B. realisation basis. The total foreign
exchange outgo, during the year amounted to Rs. 48.19 lacs for payment
of commission on export sales. The particulars of foreign exchange
earned / utilised during the year are given in Schedule 15 to the
accounts.
Corporate Governance Report
A separate report on Corporate Governance is furnished as a part of the
Annual Report and the certificate from the Company's Auditors regarding
compliance with the said Code annexed to the said Report.
Directors' Responsibility Statement
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement on the
basis of the information made available to the Directors, it is hereby
confirmed:
i) That in the preparation of the accounts for the financial year ended
March 31, 2011, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 or loss of the Company for the year under review;
iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
iv) That the Directors have prepared the accounts for the financial
year ended March 31, 2011 on a 'going concern' basis.
Auditors
Messers Bansi S. Mehta & Co., Chartered Accountants, Auditors of the
Company, hold office until the conclusion of the ensuing Annual General
Meeting and are eligible for reappointment.
Shri Y S Tibrewala, Cost Accountant, was appointed on July 9, 2010 as
Cost Auditors of the Company to conduct the cost audit for the year
ending on March 31, 2011 and has submitted the cost Audit report for
the year ended March 31, 2010 on August 19,2010. The cost audit report
for the year ended on March 31,2011 will be submitted before the due
dates as prescribed by the Law.
On the basis of technical opinion, the Company continues to treat plant
and machinery as continuous process plant, which is required and
designed to operate 24 hours a day. Consequently depreciation has been
charged at the rate pursuant to notification GSR No: 756E dated
December 16, 1993 on straight line method, as continuous process plant.
In respect of observations in the Auditor's report pertaining to
depreciation charged on Plant & Machinery, the Company continues to
treat on the basis of technical opinion all plant & machinery as
continuous process plant, which is required and designed to operate 24
hours a day. The other observations in the Auditors' Report with regard
to employees benefits, Impairment of Assets are dealt with in the notes
to the accounts at appropriate place and are self explanatory.
Your Directors wish to place on record their appreciation to the team
of dedicated executives and employees, who have shown devotion to their
duties.
We thank the various Departments of Central & State Governments, and
Financial Institutions, viz. Asset Reconstruction Company (India)
Limited (ARCIL), Bank of India, Union Bank of India, State Bank of
India and IDBI Bank Ltd., for their continued support to your Company.
On behalf of the Board,
Dewas Ravi Mohan S L Moondhra
Dated: June 24, 2011 Director Senior Executive Director
Mar 31, 2010
The Directors present Twenty Ninth Annual Report together with the
Audited Statements of Accounts for the year ended March 31, 2010.
Operations
The total Income during the year was Rs.7242.79 lacs. The operating
results are as under:
(Rs. in lacs)
2009-2010 2008-2009
Surplus before Interest and
Depreciation 275.38 (140.29)
Less: Interest 652.53 573.35
Profit / (Loss) before Depreciation (377.15) (713.64)
Less: Depreciation 379.71 454.52
Profit / (Loss) before Tax (756.86) (1168.16)
Less: Provision for Taxation
Income Tax - -
Wealth Tax - -
Fringe Benefit Tax - -
(756.86) (1169.80)
Add: Deterred Tax 22.00 244.49
Net Profit/(Loss) after Tax (734.86) (925.31)
Add : Short provision for Income
Tax for earlier years - 11.10
(734.86) (936.41)
Reference to BIFR
As informed earlier, Company made reference to BIFR for rehabilitation
consequent to erosion of its entire net worth, the reference has not
been registered by BIFR .
Dividend
In the absence of profits, your Directors regret their inability to
propose any dividend.
Working of the Company Birgod
As per the the Honble Madhya Pradesh High Court order dated March 31,
2008, Company has made payment of retrenchment compensation and wages
to workers of Birgod Unit, till the date of its closure i.e. March 15,
2004. 9936 spindles alongwith balancing machineries of Birgod unit have
been shifted to Pillukhedi unit to consolidate the operation of the
company. The surplus machineries alongwith land and building will be
sold in consultation with lenders.
Pillukhedi
Presently the Company has 26,000 spindles in operation, the operation
of spindleage will gradually increase to 41,000, making the unit
viable. Accordingly, Company has submitted revised restructuring plan
to lenders. The gross turnover was Rs 7355.11 lacs (previous year
Rs.6219.27 lacs). During the year the Company made direct export of
yarn Rs 1155.97 lacs (previous year Rs 545.05 lacs).
Finance
As advised by lenders, the Company has submitted revised comprehensive
restructuring scheme under CDR package for their approval.
Public Deposit
Your Company has not accepted any public deposits and as such no amount
of principal and interest was outstanding as on the date of Balance
Sheet.
Directors
Shri Ravi Mohan and Shri Chandra Mohan, retire by rotation at the
ensuing Annual General Meeting, and are eligible
for reappointment.
Bank of India has appointed Mr P D Upadhye in place of Shri Vikas Pande
as nominee w.e.f. September 11, 2009. Shri G S Chopra was appointed as
Additional Director by the Board with effect from October 05, 2009 in
accordance with Article 118 of Articles of Association of the Company
and Section 260 of the Act. Shri G S Chopra holds office upto the date
of forthcoming Annual General Meeting. Notice under Section 257 of the
Act has been received from a members signifying his intention to
propose Shri G S Chopras appointment as a Director.
The Board also reappointed Shri S L Moondhra as Whole time director,
designated as Senior Executive Director with effect from March 01, 2010
for a period of three year. His reappointment and remuneration payable
to him require the approval of the Central Government and Members at
the ensuing Annual General Meeting.
Particulars of Employees
There is no employee coming within the provisions as required under
Section 217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975.
Conservation of Energy
In terms of. Section 217 (1) (e) of the Companies Act, 1956 the
Companies (disclosure of particulars in respect of Board of Directors),
Rules 1988 additional information regarding Energy Conservation,
Technology Absorption and R&D activities, are given in (Annexure A & B)
forming part of this report.
Foreign Exchange Earnings and Outgo
During the year, the Company was able to actualize export earnings of
Rs.984.27 lacs on F.O.B. realisation basis. The total foreign exchange
outgo, during the year amounted to Rs. 9.78 lacs for payment of
commission on export sales. The particulars of foreign exchange earned
/ utilised during the year are given in Schedule 15 to the accounts.
Corporate Governance Report
A separate report on Corporate Governance is furnished as a part of the
Annual Report and the certificate from the Companys Auditors regarding
compliance with the said Code annexed to the said Report.
Directors Responsibility Statement
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement on the
basis of the information made available to the Directors, it is hereby
confirmed:
(i) That in the preparation of the accounts for the financial year
ended March 31, 2010, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
(ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 or loss of the Company for the year under review;
(iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
(iv) That the Directors have prepared the accounts for the financial
year ended 31st March, 2010 on a going concern
basis.
Auditors
Messers Bansi S. Mehta & Co., Chartered Accountants, Auditors of the
Company, hold office until the conclusion of the ensuing Annual General
Meeting and are eligible for reappointment.
On the basis of technical opinion, the Company continues to treat plant
and machinery as continuous process plant, which is required and
designed to operate 24 hours a day. Consequently depreciation has been
charged at the rate pursuant to notification GSR No: 756E dated
December 16,1993 on straight line method, as continuous process plant.
In respect of observations in the Auditors report pertaining to
depreciation charged on Plant & Machinery, the Company continues to
treat on the basis of technical opinion all plant & machinery as
continuous process plant, which is required and designed to operate 24
hours a day. The other observations in the Auditors Report with regard
to employees benefits, Impairment of Assets are dealt with in the notes
to the accounts at appropriate place and are self explanatory.
Your Directors wish to place on record their appreciation to the team
of dedicated executives and employees, who have shown devotion to their
duties.
We thank the various Departments of Central & State Governments, and
Financial Institutions, viz. Assets Reconstruction Company (India)
Limited (ARCIL), Bank of India, Union Bank of India, State Bank of
India and IDBI Bank Ltd. for their continued support to your Company.
On behalf of the Board,
Dewas Ravi Mohan S L Moondhra
Dated: June 29,2010 Director Senior Executive
Director
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article