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Directors Report of Indian Card Clothing Company Ltd.

Mar 31, 2013

The Directors have pleasure in presenting the Company''s Balance Sheet as at 31st March, 2013, together with the Profit and Loss Account for the year ended on that date.

(Rupees in Lac)

Financial Results Year Ended Year Ended 31-03-2013 31-03-2012

Sales and Other Income 6546.85 7249.87

Profit before Interest, Depreciation and Tax 1367.30 2031.24

Finance cost (111.33) (123.15)

Depreciation (538.13) (528.86)

Profit Before Tax 766.76 1379.23

Exceptional items (48.92) 151.89

Provision for Tax (254.51) (407.36)

Profit(loss) after Tax 463.33 1123.76

Operations-Highlights

Your Company''s Sales and Servicing Income for the year was Rs.5066.94 lac as compared to Rs.5021.89 lac in 2011-12.

Sale of metallic card clothing increased by 2.6% during the year to Rs.3755.96 lac from Rs.3661.35 lac in the previous year. Demand for metallic card clothing was, however, constrained because of difficult trading conditions in Tamil Nadu and Andhra Pradesh, which faced severe power and labour shortage. Sale of woollen card clothing increased by 14.2% during the year to Rs.597.52 lac from Rs.523.25 lac in the previous year due to improved trading conditions in the carpet market and direct sales in the regenerated fibre market. Exports decreased by 22.3% to Rs. 1152.70 lac during the year from Rs. 1484.31 lac in the previous year due to lower demand from your Company''s key export markets on account of the recession in Europe.

New Manufacturing Facility at Nalagarh, Himachal Pradesh

Accura carriers, woollen metallic and some range of metallic card clothing is now being manufactured at the Nalagarh factory. Higher range of metallic card clothing are under development. Dispatch of metallic card clothing from Nalagarh factory was higher during the year.

Realty

18,111 sq. ft. comprising part of premises on the ground floor of the IT Park building in Pimpri constructed in 2009-10 year was sold during the year. Currently out of 95,688 sq. ft. owned by your Company, only 27, 621 sq. ft. remains unoccupied. During the year, the entire commercial building at Powai, Mumbai was fully occupied.

Dividend

Your Directors recommend final dividend of 35% for the year ended 31st March, 2013 (35% final and 100% Special Interim Dividend for the year ended 31st March, 2012).

Subsidiary Companies

ICC International Agencies Ltd.(ICCIAL) recorded decrease in income of 33.4% from Rs.458.53 lac in the previous year to Rs.305.56 lac in the current year. Indenting commission declined during the year due to severe downturn in textile industry caused by global economic slowdown, which constrained capital equipment purchases by garments, home furnishing and industrial fabric manufacturers. As a result, the subsidiary company recorded loss after tax of Rs. 139.42 lac in the current year against previous year''s profit after tax of Rs.57.98 lac. ICCIAL did not declare dividend for the year (50% in the previous year).

Garnett Wire Ltd.(GWL), a U.K. Company, in which your Company has 60% of the issued share capital, recorded decrease in turnover of 16.8% from £ 1,356,460 to £ 1,128,063 resulting in loss after tax of £ 18,291/-against a profit of £45,514/- in the previous year due to a continuing recession in its key markets in Europe.

M/S. Shivraj Sugar and Allied Products Pvt. Ltd., subsidiary of the Company, has not started operations as yet.

Directors

The present Directors who were appointed for a period of three years under Article 115 at the 56th Annual General Meeting held on 9th August, 2010 will retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that to the best of their knowledge and belief and according to the information and explanations made available to them:

1. in the preparation of the annual accounts, the applicable Accounting Standards have been followed;

2. appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the year 1st April, 2012 to 31st March, 2013;

3. 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 fraud and other irregularities;

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

Corporate Governance

Your Company has complied with the guidelines on Corporate Governance under the Listing Agreement and a certificate from the Auditors of the Company as well as detailed report on Corporate Governance, approved by the Board of Directors of the Company is annexed to this report. A Management Discussion and Analysis Report also accompanies this Report.

Technology Absorption, Research And Development

Your Company continues to satisfy the requirements of ISO 9001:2008 as certified by Bureau Veritas Quality International (BVQI) for Metallic and Flexible Card Clothing and Accura Fixed Flats for Pimpri and Nalagarh factories. The certificate was renewed in November, 2011 for a further period of three years. In-house Research and Development Centre in metallic card clothing and card wire continued to make a contribution to the development of newer and improved products and processes.

Information regarding technology absorption is given in Annexure I and forms part of the report.

Foreign Exchange Earnings And Out-Go

Total foreign exchange earnings Rs. 1155.57 lac

Total foreign exchange out-go Rs.2115.44 lac

Industrial Relations

Industrial relations in the Company continued to be cordial during the year under review. Your Directors look forward to continuing participation of employees in the Company''s efforts to increase productivity and maintain the high quality of its products.

Particulars Of Employees

With Notification No.289(E) dated 31st March, 2011 increasing limit to Rs.5 lac per month, information required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, is not applicable.

Conservation Of Energy

Energy saving starters for dust extraction plants and energy saving units for some window air-conditioners installed during the year will result in saving of energy in future. Maintenance of power factor at unity continued to entitle the Company to rebate in energy bill.

Auditors

M/s B.K. Khare & Co., the present auditors of the Company, have signified their consent to continue in office.

For and On Behalf of the Board of Directors

PRASHANT K TRIVEDI

Mumbai, 15th May, 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the Company's Balance Sheet as at 31 st March, 2012, together with the Profit and Loss Account for the year ended on that date.

Financial Results (Rupees in Lac)

Year Ended Year Ended

31-03-2012 31-03-2011

Sales and Other Income 7459.31 5902.68

Profit before Interest, Depreciation and Tax 2,183.13 946.64

Finance cost 123.15 141.10

Depreciation 528.86 547.46

Profit Before Tax 1531.12 258.08

Provision for Tax 407.36 34.17

Profit(loss) after Tax 1123.76 223.91

Operations-highlights

Your Company's Sales and Servicing Income for the year was Rs.5021.89 lac as compared to Rs.4968.35 lac in 2010-11.

Sale of metallic card clothing decreased by 1% during the year to Rs.3661.35 lac from Rs.3699.71 lac in the previous year. Demand for metallic card clothing was constrained because of low levels of activity in the textile spinning industry in India since many mills reduced production of yarn as it became un-remunerative to convert cotton procured at higher prices into yarn which was trading in the international market at prices lower than the cost of cotton. Sale of woollen card clothing increased by 8.8% during the year to Rs.523.25 lac from Rs.480.87 lac in the previous year due to improvement in procurement of input material. Exports increased significantly by 36.6% to Rs.1484.31 lac during the year from Rs.1086.93 lac in the previous year due to higher exports to Indonesia and Bangladesh.

New Manufacturing Facility at Nalagarh, Himachal Pradesh

Accura carriers and woollen metallic is now made in Nalagarh factory. Various ranges of metallic card clothing are under development, though dispatch of metallic card clothing from Nalagarh factory was limited during the year.

Realty

One floor of the IT Park building in Pimpri constructed in 2009-10 year, was sold to Tata BSS Ltd and another floor was fully let out during the year. Part of premises on the ground floor has been agreed to be sold and balance one floor remains to be un-occupied at the IT Park. During the year, the entire commercial building at Powai, Mumbai was fully occupied.

Dividend

Your Directors recommend final dividend of 35% for the year ended 31st March, 2012 in addition to Special Interim dividend of 100% (30% for the year ended 31 st March, 2011).

Subsidiary Companies

ICC International Agencies Ltd.(ICCIAL) recorded increase in income of 22% from Rs.376.06 lac in the previous year to Rs.458.53 lac in the current year. The subsidiary company recorded profit after tax of Rs.57.98 lac in the current year against previous year's profit after tax of Rs.50.00 lac. A higher profit after tax was mainly on account of higher agency income. ICCIAL declared 50% dividend for the year (100% in the previous year).

Garnett Wire Ltd.(GWL), a U.K. Company, in which your Company has 60% of the issued share capital, recorded higher turnover of 22% from PDS 1111,145 to PDS 1356,460 resulting in profit after tax at PDS 45,433/- against PDS 8,716/- in the previous year. Higher turnover for the year was on account of higher sales of wire.

M/S. Shivraj Sugar and Allied Products Pvt. Ltd., subsidiary of the Company, has not started operations as yet.

Directors

The present Directors who were appointed for a period of three years under Article 115 at the 56th Annual General Meeting held on 9th August. 2010 will continue to hold office.

Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that to the best of their knowledge and belief and according to the information and explanations made available to them:

1. in the preparation of the annual accounts, the applicable Accounting Standards have been followed;

2. appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2012 and of the profit of the Company for the year 1 st April, 2011 to 31st March, 2012;

3. 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 fraud and other irregularities;

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

Corporate Governance

Your Company has complied with the guidelines on Corporate Governance under the Listing Agreement and a certificate from the Auditors of the Company as well as detailed report on Corporate Governance, approved by the Board of Directors of the Company is annexed to this report. A Management Discussion and Analysis Report also accompanies Report.

Technology Absorption, Research And Development

Your Company continues to satisfy the requirements of ISO 9001:2008 as certified by Bureau Veritas Quality International (BVQI) for Metallic and Flexible Card Clothing and Accrual Fixed Flats for Pimpri and Nalagarh factories. The certificate was renewed in November, 2011 for a further period of three years. In- house Research and Development Centre in metallic card clothing and card wire continued to make a contribution to the development of newer and improved products and processes.

Information regarding technology absorption is given in Annexure I and forms part of the report.

Foreign Exchange Earnings And Out-go

Total foreign exchange earnings Rs.1518.99 lac

Total foreign exchange out-go Rs.908.38 lac

Industrial Relations

Industrial relations in the Company continued to be cordial during the year under review. Your Directors look forward to continuing participation of employees in the Company's efforts to increase productivity and maintain the high quality of its products.

Particulars Of Employees

With Notification No.289(E) dated 31st March, 2011 increasing limit to Rs.5 lac per month, information required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, is not applicable.

Conservation Of Energy

LED fittings for lighting in open area and energy saving starter for oxygen generator installed during the year resulted in power saving. Maintenance of power factor at unity continued to entitle the Company to rebate in energy bill.

Auditors

M/s B.K. Khare & Co., the present auditors of the Company, have signified their consent to continue in office.

For and On Behalf of the Board of Directors

Mumbai, 25th May, 2012 PRASHANT K. TRIVEDI

Chairman


Mar 31, 2010

The Directors have pleasure in presenting the Companys Balance Sheet as at 31 st March, 2010, together with the Profit and Loss Account for the year ended on that date.

FINANCIAL RESULTS (Rupees in Lac)

Year Ended Year Ended 31-03-2010 31-03-2009

Sales and Other Income 5409.67 4529.64

Profit before Interest, Depreciation and Tax 997.93 492.50

Interest 93.27 22,61

Depreciation 314.91 255,11

Profit Before Tax 589.75 214,78

Provision for Tax 134.87 49.49

Profit(loss) after Tax 454.88 165.29

OPERATIONS-HIGHLIGHTS

Your Companys Sales and Servicing Income for the year was Rs.4658.62 lac as compared to Rs. 3816.77 lac in 2008-09.

Sale of metallic card clothing increased by 33.62% during the year to Rs.3303.56 lac from Rs. 2472.43 lac in the previous year. This reflected the general growth conditions in the textile industry. Sale of woollen card clothing increased by 15.84% during the year to Rs.600.92 lac from Rs. 518.78 lac in the previous year due to higher demand for products manufactured from shoddy yarn. Exports increased by 62.38% to Rs.1069.18 lac during the yearfrom Rs. 658.44 lac in the previous year as situation in overseas markets improved during the year.

New Manufacturing Facility at Nalagarh, Himachal Pradesh

Construction of the main factory building at Nalagarh was completed and production of accura was commissioned in the second quarter of the year. Accura carriers of worth Rs.0.90 lac were dispatched from Nalagarh factory during the current year. Machinery for production of metallic card clothing was commissioned in March, 2010 and dispatch of metallic card clothing from Nalagarh factory has commenced. Tops finishing is scheduled to commence in the fourth quarter of 2010-11.

Realty

Civil construction of the commercial building of IT Park in Pimpri under a Development contract between your Company and Devi Construction Company was completed during the year, although completion certificate from municipal corporation is awaited. The building will be available for letting from the second half of 2010-11.

DIVIDEND

Your Directors recommend final dividend of 30% for the year ended 31 March, 2010 (25% for the year ended 31 March. 2009).

SUBSIDIARY COMPANIES

ICC International Agencies Ltd. recorded decrease in income of 40.58% from Rs.590.81 lac in the previous year to Rs.351.06 lac in the current year. However, the subsidiary company recorded profit after tax of Rs.45.25 lac in the current year against previous years loss after tax of Rs.76.25 lac. Profit after tax was mainly on account of higher commission and service revenue of Rs.249.61 lac in the current year against Rs.173.14 lac in the previous year. ICC International Agencies Limited did not declare dividend for the year (nil in the previous year).

Garnett Wire Ltd.(GWL), a U.K. Company, in which your Company has 60% of the issued share capital, recorded lower turnover of 0,07% from PDS 875,426 to PDS 874,829 resulting in loss after tax at PDS 20,284/- against loss of PDS 2,527/- in the previous year. Loss for the year was on account of adverse market conditions in the UK due to the global downturn, resulting in domestic customers working forfewer hours and making repairs only when absolutely necessary. Higher export sales have been at the expense of lower margins.

M/S. Shivraj Sugar and Allied Products Pvt. Ltd., subsidiary of the Company, has not started operations as yet.

DIRECTORS

The present Directors who were appointed for a period of three years under Article 115 at the 53rd Annual General Meeting held on 11 August, 2007 will retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that to the best of their knowledge and belief and according to the information and explanations made available to them:

1. in the preparation ofthe annual accounts, the applicable Accounting Standards have been followed;

2. appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view ofthe state of affairs ofthe Company as at 31 - March, 2010 and ofthe profit ofthe Company for the year 1 April, 2009 to 31- March, 2010;

3. 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 fraud and other irregularities;

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

CORPORATE GOVERNANCE

Your Company has complied with the guidelines on Corporate Governance under the Listing Agreement and a certificate from the Auditors of the Company as well as detailed report on Corporate Governance, approved by the Board of Directors ofthe Company is annexed to this report. A Management Discussion and Analysis Report also accompanies Report.

TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT

Your Company continues to satisfy the requirements of ISO 9001 as certified by Bureau Veritas Quality International (BVQI) for Metallic and Flexible Card Clothing and Accura Fixed Fiats. The certificate was renewed in November, 2008 for a further period of three years. In-house Research and Development Centre during its ninth year of operation continued to make a contribution to the development of newer and improved products and processes.

Information regarding technology absorption is given in Annexure I and forms part of the report.

FOREIGN EXCHANGE EARNINGS AND OUT-GO

Total foreign exchange earnings Rs.1094.54 lac

Total foreign exchange out-go Rs.581.95 lac

INDUSTRIAL RELATIONS

Industrial relations in the Company continued to be cordial during the year under review. Your Directors look forward to continuing participation of employees in the Companys efforts to increase productivity and maintain the high quality of its products.

PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, is given in Annexure II.

CONSERVATION OF ENERGY

LED fittings for lighting in open area and soft starter for pump in hardening installed during the year resulted in power saving. Maintenance of power factor at unity continued to entitle the Company to rebate in energy bill.

AUDITORS

M/s B.K. Khare & Co., the present auditors ofthe Company, have signified their consent to continue in office.

For and On Behalf of the Board of Directors

K.K.TRIVEDI

Mumbai, 10th May, 2010 Chairman