Home  »  Company  »  Indian Terrain Fashi  »  Quotes  »  Directors Report
Union Budget 2017-18
Enter the first few characters of Company and click 'Go'

Directors Report of Indian Terrain Fashions Ltd.

Mar 31, 2015

Dear Members,

The directors have pleasure in presenting the 6th Annual Report together with the audited accounts of your Company for the year ending 31st March 2015.

Industry and Business Performance

The outlook for India is for economic strengthening through higher infrastructure spending, increased fiscal devolution to states and continued reforms to financial and monetary policy. The government underscored its intention to move steadily to tackle politically difficult structural issues that have stalled investment and limited economic performance in recent years. Growth picked up in 2014, inflation markedly declined and the external position was comfortable, helped by positive policies and lower global oil prices.

The opportunities for growth in India continue to be immense across all consumer categories. This fact is also reflected in high levels of competitive intensity in the marketplace. India's consumer confidence continues to remain robust.

The total apparel retail market is worth USD 54.08 bn (Rs.324500 crs) and is growing at 20-21%. It is expected to be worth USD 94.13 bn (Rs.564972 crs) by 2017.

Modern retail is estimated at 43.1% of this total market and is expected to grow by much higher growth rate. There has been no slowing down in modern retail and the industry estimates that it will be growing at 30-40%.

The growth was primarily driven by the surge in demand for readymade apparel in semi-urban areas, rising income levels, youth population, rising influence of the social media and increasing preference for branded apparel.

Your Brand being positioned as a premium, smart casuals brand today has a presence in 200 towns and cities. The growing popularity of the Brand with a strong customer connect enabled the Company to achieve the revenues of over Rs.290 crs, a growth of 25.14% from previous year.

Profit before Interest, Depreciation and Tax was up by 40.19 % and stood at Rs.34.29 crs as against Rs.24.46 crs previous year. The Net Profit After Tax stood at Rs.17.97 crores vis-a-vis Rs.9.88 crores representing whopping 81.90% increase for 31st March 2015.

Rs. in Crores

FY 2014-15 FY 2013-14

Revenue From Operations 290.41 232.06

Gross Profit / (Loss) before interest and 34.30 24.46 depreciation

Interest 8.63 9.50

Profit / (Loss) before 25.67 14.96 depreciation and tax

Depreciation 2.92 2.46

Profit / (Loss) before tax 22.75 12.50

Provision for Taxation 4.77 2.62

Profit / (Loss) after tax 17.98 9.88

Balance brought forward from 20.77 10.89 previous year

Less: Value of LTO 0.67 - assets Written off

Balance carried to 38.07 20.77 Balance Sheet

Raise of Capital through Qualified Institutional Placement

The year under review was remarkable and marked a great momentum in paving the way for the future direction of the Company. Your Company raised Rs.75 crs as equity to provide the necessary capital to fuel the future growth through Qualified Institutional Placement during January 2015.

Your Company issued 14.12 lakh shares at Rs.531/- each aggregating to Rs.75 crs to domestic and international funds.

Consequent to the same, your Company's Paid-Up Share Capital increased by Rs.1.41 crs and the Securities Premium account increased by Rs.71.41 crs (after deduction of share issue expenses). The additional shares of 14.12 lakhs were admitted for listing in the National Stock Exchange of India Limited and Bombay Stock Exchange Limited on February 03 2015.

Dividend

With a view to conserve the resources, the Board of Directors have not recommended any Dividend for the current financial year.

Finance and Accounts

Your Company has a portion of Accumulated losses and unabsorbed depreciation transferred pursuant to Demerger and hence the Company is not liable to Current Tax. However, the Company has charged the Minimum Alternate Tax (MAT) of Rs.4.77 crores to Profit and Loss Account and has not considered MAT credit Entitlement as an asset as a matter of prudence.

During the year under review, your company realigned its Depreciation Policy in accordance with Schedule II, Companies Act, 2013. Consequently with effect from 1st April 2014, the carrying value of assets is now depreciated over its revised remaining useful life. Where the remaining useful life of the assets is NIL as on 1st April 2014, carrying value of assets amounting to Rs.67.46 lakhs has been adjusted against opening reserves.

Your Company has settled the dues of HDFC Bank in full during the year under review. Also your Company has prepaid the term loans of State Bank of India. The Company presently avails only working capital facilities from State Bank of India.

The company has not accepted any deposits within the meaning of Section 73 of the Companies Act 2013.

Cash flow Statement

In conformity with the provisions of Clause 32 of the Listing Agreement with Stock Exchanges, the Cash Flow Statement for the year ended 31st March 2015 is annexed hereto.

Related Party Transactions

All the transactions with the Related Parties are in the Ordinary Course of Business and on Arm's length basis. The details on Related Party Transactions have been disclosed in the notes to accounts. Your Company has framed a policy on Related Party Transaction and the same has been displayed on the Company's website www. indianterrain.com

The details of related party transactions pursuant to clause (h) of sub- section (3) of section 134 of the Act is enclosed in form no. AOC-2 as Annexure-2

Corporate Governance Report

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI.

The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms a part of the Annual Report.

The requisite certificate from the Auditor, M/s CNGSN & Associates confirming the compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges forms a part of this report.

Management's Discussion and Analysis Report

A detailed review on the operations and performance of the Company along with the outlook is presented separately under the Management Discussion and Analysis Report which forms part of this Annual Report.

Compliance with Code of Conduct

Your Company has put in place a Code of Conduct for its Board Members and Senior Management Personnel. Declarations of Compliance with Code of Conduct have been received from all the Board Members and Senior Management Personnel. A Certificate to this effect from Mr. V. Rajagopal, Chairman and Managing Director forms part of this Report.

Corporate Social Responsibility (CSR)

Your Company has constituted a Corporate Social Responsibility Committee and the Board has adopted a CSR Policy as recommended by the Committee. The CSR policy is available in the Company's website www.indianterrain.com. The particulars relating to CSR committee and policy have been detailed in Corporate Governance Report.

A sum of Rs.13.25 lakhs had been contributed to Prime Minister's Swatch Bharath Scheme for the year ended 31st March 2015.

Establishment of Vigil Mechanism

Your Company has in place a vigil mechanism pursuant to which a Whistle Blower Policy has been adopted by the Board Members. The Whistle Blower Policy covering all employees and directors is hosted on the Company's Website www.indianterrain.com

Employee Stock Option Plan (ESOP)

Your Company has introduced Employee Stock Option Plan 2011 in accordance with SEBI ESOP guidelines. The Particulars of the plans are given in a separate statement attached to this report and forms part of it. (Annexure-3)

During the year, the Company pursuant to Employee Stock Option Plan 2011 has allotted 82,500 equity shares on conversion of options exercised by the employees. Pursuant to the same, your Company's Share Capital increased by Rs.8.25 lakhs and the Securities Premium Account increased by Rs.73.43 lakhs

Directors

In accordance with the provisions of Section 152 of the Companies Act 2013, Mrs. Rama Rajagopal retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

All Independent Directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure--4"

Meeting of Board

The particulars relating to the meeting of Board of Directors has been detailed in Corporate Governance Report which forms part of the report

Key Managerial Personnel

To comply with requirement of Section 203 of the Companies Act, Mr. V.Rajagopal, Chairman & Managing Director, Mr. M. Thiagarajan, CFO and Mr. J Manikandan, Company Secretary have been designated as the Key Managerial Personnel of the Company.

Remuneration Policy

The particulars relating to Directors of remuneration policy has been detailed in Corporate Governance Report which forms part of the report.

Particulars of Loan, Guarantees or Investments

The Company has not given any loans or guarantees covered under the provision of section 186 of the Companies Act, 2013. The details of the investments made by the company are given in the notes to the financial statements.

Material changes & Commitment, if any affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statement relate and the date of the Report - Nil

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Report as per Section 134 read with Rule 8 sub rule 5 of Companies Accounts Rules 2014:

Change in nature of business, if any: Nil

Details of Director or KMP appointed or resigned: Nil (Only designated)

Name of Companies which become or cease to be its subsidiaries, JV or associate during the year – Nil

Details relating to deposits covered under Chapter V of Companies Act 2013: Nil

Details of deposits which are not in compliance with the requirements of Chapter V of Companies Act 2013: Not Applicable

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future:

The Company was not in receipt of any orders from the regulator / courts / tribunals impacting the going concern status of future operation of the Company. The Company was in receipt of the notice / order from statutory authorities during the year for claims not acknowledged by the company as debts. The details of the same have been provided in Note 27 of the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report which form part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

Familiarisation Programme for Independent Director:

The Board members are provided with necessary documents / brochures, reports and internal policies to enable them to familiarize with the Company's procedures and practices. The details of such familiarization programmes for the Independent Directors are posted on the website of the Company (for details, please visit www. indianterrain.com)

Auditors

M/s. Anil Nair & Associates and M/s. CNGSN Associates LLP, Chartered Accountants, Chennai are the Auditors of the Company. They were appointed in the 5th Annual General Meeting of the Company till the conclusion of third consecutive Annual General Meeting of the Company and subject to ratification by the shareholders at every Annual General Meeting. A motion for ratification will be placed before the Members of the Company in the 6th Annual General Meeting for their approval.

M/s Anil Nair and Associates have applied for re-evaluation of certificate and the process is on-going. As on the date of signing this Balance Sheet, the Chartered Accountant Firm, M/s Anil Nair and Associates is yet to the receive the certificate from the Peer Review Board.

Consequently as a matter of abundant prudence, M/s Anil Nair and Associates have abstained from signing the Balance Sheet of the Company. The Annual Accounts of the Company along with it Balance sheet, statement of Profit and Loss along with Cash flow statement have been audited and signed by CNGSN & Associates, LLP.

Cost Auditor

Since the Company is not in the purview of Cost Audit, the appointment of Cost Auditor under the requirement of the provisions under Section 148 of the Companies Act, 2013 is not required for the financial year 2015-16.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Bhaskar, Company Secretary in Practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as "Annexure-5".

Listing Fee

The equity shares of your company are listed on the Bombay Stock Exchange Limited and National Stock Exchange of India Limited. Your Company has paid the applicable listing fee to the Stock Exchanges upto date.

Personnel

Employee relations have been very cordial during the year ended 31st March 2015. The Board wishes to place on record its appreciation to all the employees in the company for their sustained efforts and immense contribution to the high level of performance and growth of the business during the year. The Management team of your Company comprises of young passionate driven professionals committed to the organizational goals.

Policy on Prevention of Sexual Harassment of Woman at Workplace:

Your Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment and Non-discrimination at Work Place in line with the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

An Internal Complaints Committee (ICC) was set up to redress complaints received regarding sexual harassment and discrimination at workplace.

During the year ended March 31, 2015, the ICC has received no complaints pertaining to sexual harassment / discrimination at work place.

Directors Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed with explanation related to material departures if any.

ii) 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) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

Conservation of Energy / Technology Absorption / Foreign Exchange

i. Conservation of Energy:

The operations of the Company are not energy-intensive. However, wherever possible, the Company strives to curtail the consumption of energy on a continuing basis.

ii. Technology absorption:

Not applicable.

iii. Foreign Exchange Earning and Outgo:

Total Foreign exchange earned (FOB Value) Rs.0.69 crs

Total Foreign exchange outgo Rs.6.17 crs

Appreciation

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The unstinted efforts of the employees have enabled your Company to achieve its goals during the year. The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with the Company as trade partners.

The Directors are sincerely thankful to the esteemed Shareholders, Customers, Banks, Government Departments and Regulatory Authorities for their continued support.

For and on Behalf of the Board

V. Rajagopal

Chennai, 21st May 2015 Chairman & Managing Director


Mar 31, 2014

Dear Members,

The directors have pleasure in presenting the 5th Annual Report together with the audited accounts of your Company for the year ending 31st March 2014.

Outlook and Business Performance

The year that went by was a challenging one for the retail industry and seen a slowdown in the consumer spending. The GDP growth rate slipped to 5 percent, down from a 10-year average of 7.8 percent. With growth still challenging and underlying economic conditions still uncertain, your Company emerged a stronger brand and stood out in the market place.

Your Company has recorded net revenues of Rs.232 crs (48% growth) for the year ended 31st March 2014 as compared to Rs.157 crs during the previous year. Profit before Interest, Depreciation and Tax was at Rs.24.46 crs as against Rs.15.77 crs during the previous year. Profit before Tax stood at Rs.12.50 crs as compared to Rs.4.79 crs in the previous year and Net Profit after Tax was at Rs.9.88 crs as against a net profit of Rs.4.11 crs last year.

FY 2013-14 FY 2013-14

Revenue From operations 232.06 156.70

Gross Profit / (Loss) before interest and depreciation 24.46 15.77

Interest 9.50 9.54

Profit / (Loss) before depreciation and tax 14.96 6.23

Depreciation 2.46 1.44

Profit/(Loss)beforeExtra-OrdinaryIncome 12.50 4.79

Extra-Ordinary Income

Profit/(Loss)beforetax 12.50 4.79

Provision for Taxation 2.62 0.68

Profit/(Loss)aftertax 9.88 4.11

Balance brought forward from previous year 10.89 6.78

Balance carried to Balance Sheet 20.77 10.89

India''s retail industry is aggressively expanding itself. The retail market is expected to touch a whopping Rs 47 trillion (US$ 782.23 billion) by 2016-17, expanding at a compounded annual growth rate (CAGR) of 15 per cent, according to a study by a leading industrial body.

With the online medium of retail gaining more and more acceptance, there is a tremendous growth opportunity for retail companies, both domestic and international. This has been compounded by easy availability of debit/credit cards which has contributed significantly to a strong and growing online consumer culture in India.

Favourable demographics, increasing urbanisation, nuclear families, purchasing power of consumers, preference for branded products and higher aspirations are some factors which will drive retail consumption in the country.

Your Company is constantly evaluating its strategies and actions and has taken necessary initiatives to meet the demands of the competitive market.

Finance and Accounts

Your Company has a portion of Accumulated losses and unabsorbed depreciation transferred pursuant to Demerger and hence the Company is not liable to Current Tax. However, the Company has charged the Minimum Alternate Tax (MAT) of Rs.2.50 crores to Profit and Loss Account and has not considered MAT credit Entitlement as an asset as a matter of prudence.

The company has not availed any credit facility from any institutions during the year. The company has not accepted any deposits within the meaning of Section 58A and 58AA of the Companies Act 1956.

Dividend

With a view to conserve the resources, the Board of Directors have not recommended any Dividend for the current financial year.

Cash flow Statement

In conformity with the provisions of Clause 32 of the Listing Agreement with Stock Exchanges, the Cash Flow Statement for the yearended 31st March 2014 is annexed hereto.

Related Party Transactions

Related Party Transactions have been disclosed in the notes to accounts.

Corporate Governance Report

Report on Corporate Governance along with the Certificate of Auditor, M/s CNGSN & Associates confirming the compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges forms a part of this report.

Management''s Discussion and Analysis Report

Management Discussion and Analysis is presented in a separate section and forms part of this Annual Report.

Compliance with Code of Conduct

Your Company has put in place a Code of Conduct for its Board Members and Senior Management Personnel. Declaration of Compliance with Code of Conduct have been received from all the Board Members and Senior Management Personnel. A Certificate to this effect from Mr. V. Rajagopal, Chairman and Managing Director forms part of this Report.

Share Capital

During the year, the Company pursuant to Employee Stock Option Plan 2011 has allotted 82,500 equity shares on conversion of options exercised by the employees. Consequently, the Share Capital has increased by Rs.8.25 lakhs.

Employee Stock Option Plan (ESOP)

Your Company has introduced Employee Stock Option Plan 2011 in accordance with SEBI ESOP guidelines. The Particulars of the plans are given in a separate statement attached to this report and forms part of it.

Directors

In accordance with the provisions of Section 152 of the Companies Act 2013, Mrs. Rama Rajagopal retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

Auditors

M/s Anil Nair & Associates, Chartered Accountants, Chennai and M/s CNGSN & Associates, Chartered Accountants, Chennai, the Joint Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Cost Auditor

Your Company has appointed M/s Rafi & Associates, Cost Accountants, Chennai as Cost Auditor of your Company for the financial year2014-15.

Listing Fee

The equity shares of your company are listed on the Bombay Stock Exchange Limited and National Stock Exchange of India Limited. Your Company has paid the applicable listing fee to the Stock Exchanges upto date.

Personnel

Employee relations have been very cordial during the year ended 31st March 2014. The Board wishes to place on record its appreciation to all the employees in the company for their sustained efforts and immense contribution to the high level of performance and growth of the business during the year. The Management team of your Company comprises of young passionate driven professionals committed to the organizational goals.

Particulars as per Section 217 of the Companies Act, 1956

A) Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956 and based on the representations received, your Directors hereby confirm that:

i. In the preparation of the Annual Accounts for the year ended 31st March 2014, the applicable Accounting Standards have been followed and there are no material departures;

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 at the end of the financial year and of the profit or loss of the Company for that period;

iii. The Directors have taken proper and sufficient care for 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. The Directors have prepared the Annual Accounts on a going concern basis.

B) Information in accordance with Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 and "The Companies (Particulars of Employees) Amendment Rules 2011"

None of the employees have drawn remuneration as specified in the Rules therein.

C) The information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given below:

i. Conservation of Energy:

The operations of the Company are not energy-intensive. However, wherever possible, the Company strives to curtail the consumption ofenergy on a continuing basis.

ii. Technologyabsorption:

Not applicable.

iii. Foreign Exchange Earning and Outgo:

Total Foreign exchange earned (FOB Value) Rs.0.28 crs Total Foreign exchange outgo Rs.0.50 crs

Appreciation

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The unstinted efforts of the employees has enabled your Company to achieve its goals during the year. The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with the Company as trade partners.

The Directors are sincerely thankful to the esteemed Shareholders, Customers, Banks, Government Departments and Regulatory Authorities for their continued support.

For and on Behalf of the Board Dated :20th May 2014 V.Rajagopal

Place : Chennai Chairman & Managing Director


Mar 31, 2013

Dear Members,

The directors have pleasure in presenting the 4th Annual Report together with the audited accounts of your Company for the year ending 31st March 2013.

Financial Performance

Your Company has recorded net revenues of Rs.157 crs (11% growth) for the year ended 31st March 2013 as compared to Rs.141 crs during the previous year. Proft before Interest, Depreciation and Tax was at Rs.15.77 crs as against Rs.13.05 crs during the previous year. Proft before Tax stood at Rs.4.79 crs as compared to Rs.2.34 crs in the previous year and Net Proft after Tax was at Rs.4.11 crs as against a net proft of Rs.1.77 crs last year.

The fnancial year under review has been a very interesting one with the brand truly establishing itself during the course of the year and becoming a brand of choice. There have been good improvements in the operating parameters of the Company which has resulted in incremental EBITDA margins. With the excise duty on branded apparel garments made optional from 1st March 2013, the brand is expecting a further boost on the operating performance.

The Indian retail story looks quite strong with India''s rapidly growing consuming class, particularly the consumption of middle-class which is witnessing a secular growth. The brand is all set for good growth over the next 2-3 years and will reach newer heights with continued thrust on product and expansion. The established presence in Metros and Tier-I cities and the continued penetration into Tier-II and Tier-III cities will fuel its growth trajectory. Your Company will hit on every opportunity yet in a cautious manner.

Finance and Accounts

Your Company has a portion of Accumulated losses and unabsorbed depreciation transferred pursuant to Demerger and hence the Company is not liable to Current Tax. However, the Company has charged the Minimum Alternate Tax (MAT) of Rs.0.96 crores to Proft and Loss Account and has not considered MAT credit Entitlement as an asset as a matter of prudence.

The company has not availed any credit facility from any institutions during the year. The company has not accepted any deposits within the meaning of Section 58A and 58AA of the Companies Act 1956.

Dividend

With a view to conserve the resources, the Board of Directors have not recommended any Dividend for the current fnancial year.

Corporate Governance Report

Your Company is in compliance with the standards set out by Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance along with Auditors'' Certifcate on compliance with Corporate Governance is enclosed in the Annual Report and forms part of this report.

Management''s Discussion and Analysis Report

Management Discussion and Analysis is presented in a separate section and forms part of this Annual Report.

Share Capital

During the year, the Company pursuant to Employee Stock Option Plan 2011 has allotted 27,500 equity shares on conversion of options exercised by the employees. Consequently, the Share Capital has increased by Rs.2.75 lakhs.

Employee Stock Option Plan (ESOP)

Your Company has introduced Employee Stock Option Plan 2011 in accordance with SEBI ESOP guidelines. The Particulars of the plans are given in a separate statement attached to this report and forms part of it.

Directors

Pursuant to Section 255 of the Companies Act, 1956, Mr. N.K. Ranganath and Mr. P.S. Raman retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

Auditors

M/s Anil Nair & Associates, Chartered Accountants, Chennai and M/s CNGSN & Associates, Chartered Accountants, Chennai, the Joint Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Cost Auditor

Your Company has appointed M/s Raf & Associates, Cost Accountants, Chennai as Cost Auditor of your Company for the fnancial year 2013-14.

Personnel

Employee relations have been very cordial during the year ended 31st March 2013. The Board wishes to place on record its appreciation to all the employees in the company for their sustained efforts and immense contribution to the high level of performance and growth of the business during the year. The Management team of your Company comprises of young passionate driven professionals committed to the organizational goals.

Particulars as per Section 217 of the Companies Act, 1956

A) Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956 and based on the representations received, your Directors hereby confrm that:

i. In the preparation of the Annual Accounts for the year ended 31st March 2013, the applicable Accounting Standards have been followed and there are no material departures;

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 at the end of the fnancial year and of the proft or loss of the Company for that period;

iii. The Directors have taken proper and suffcient care for 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. The Directors have prepared the Annual Accounts on a going concern basis.

B) Information in accordance with Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 and "The Companies (Particulars of Employees) Amendment Rules 2011"

None of the employees have drawn remuneration as specifed in the Rules therein.

C) The information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given below:

i. Conservation of Energy:

The operations of the Company are not energy-intensive. However, wherever possible, the Company strives to curtail the consumption of energy on a continuing basis.

ii. Technology absorption: Not applicable.

iii. Foreign Exchange Earning and Outgo:

Total Foreign exchange earned (FOB Value) NIL

Total Foreign exchange outgo Rs.0.23 crs

Appreciation

The Directors are sincerely thankful to the esteemed Shareholders, Customers, Banks, Suppliers, Government Departments, other Business Partners and to all its employees for the whole hearted support provided by them to the Company and its Management.

Date : 3rd May, 2013

Place : Chennai For and on Behalf of the Board

V. Rajagopal

Chairman & Managing Director


Mar 31, 2012

The directors have pleasure in presenting the Third Annual Report of your Company for the year ending 31st March 2012.

Financial Performance

Your Company has recorded total revenues (gross) of Rs.153 crs (25% growth) for the year ended 31st March 2012 as compared to Rs.122 crs (gross) during the previous year. Profit before Interest, Depreciation and Tax was at Rs.13.05 crs as against Rs. 13.07 crs during the previous year. Profit before Tax stood at Rs.2.34 crs as compared to Rs.6.49 crs in the previous year and Net Profit after Tax was at Rs.2.25 crs as against a net profit of Rs.6.31 crs last year.

The financial year under review has been both challenging as well as imperative for your Company. The Brand's core strength of Deep Understanding of Product Positioning, Distribution Pattern and Supply Chain Advantage has enabled the Company to maintain the Operating Margins despite increase in raw material prices and excise duty levy. But the rise in interest costs and the incremental borrowings has taken a blow on the bottom line of your Company.

With the continued thrust on improved performance, the above strengths of the brand will get amplified and will result in better efficiencies in operations.

Finance and Accounts

Your Company has a portion of Accumulated losses and unabsorbed depreciation transferred pursuant to Demerger and hence the Company is not liable to Current Tax. However, the Company has charged the Minimum Alternate Tax (MAT) of Rs.0.47 crores to Profit and Loss Account and has not considered MAT credit Entitlement as an asset as a matter of prudence.

The company has not availed any credit facility from any institutions during the year. The company has not accepted any deposits within the meaning of Section 58A and 58AA of the Companies Act 1956.

Management's Discussion and Analysis Report

Management Discussion and Analysis is presented in a separate section and forms part of this Annual Report.

Dividend

With a view to conserve the resources, the Board of Directors have not recommended any Dividend for the current financial year.

Directors

Pursuant to Section 255 of the Companies Act, 1956, Mr. N.K. Ranganath and Mr. PS. Raman retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Auditors

M/s. Anil Nair & Associates, Chartered Accountants, Chennai and M/s CNGSN & Associates, Chartered Accountants, Chennai, the Joint Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Personnel

Employee relations have been very cordial during the year ended 31st March 2012. The Board wishes to place on record its appreciation to all the employees in the company for their sustained efforts and immense contribution to the high level of performance and growth of the business during the year.

The Management team of your Company comprises of young passionate driven professionals committed to the organizational goals.

Corporate Governance Report

Your Company is in compliance with the standards set out by Clause 49 of the Listing Agreement with the Stock Exchanges.

A separate report on Corporate Governance along with Auditors' Certificate on compliance with Corporate Governance is enclosed in the Annual Report and forms part of this report.

Employee Stock Option Plan (ESOP)

Your Company has introduced Employee Stock Option Plan 2011 in accordance with SEBI ESOP guidelines. The Particulars of the plans are given in a separate statement attached to this report and forms part of it.

Particulars as per Section 217 of the Companies Act, 1956

A) Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956 and based on the representations received, your Directors hereby confirm that:

i. In the preparation of the Annual Accounts for the year ended 31st March 2012, the applicable Accounting Standards have been followed and there are no material departures;

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 at the end of the financial year and of the profit or loss of the Company for that period;

iii. The Directors have taken proper and sufficient care for 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. The Directors have prepared the Annual Accounts on a going concern basis.

B) Information in accordance with Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 and "The Companies (Particulars of Employees) Amendment Rules 2011"

None of the employees have drawn remuneration as specified in the Rules therein.

C) The information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given below:

i. Conservation of Energy:

The operations of the Company are not energy-intensive. However, wherever possible, the Company strives to curtail the consumption of energy on a continuing basis.

ii. Technology absorption:

Not applicable.

iii. Foreign Exchange Earning and Outgo:

Total Foreign exchange earned Rs.0.34 crs (FOB Value)

Total Foreign exchange outgo Rs.0.16 crs

Appreciation

The Directors are sincerely thankful to you - the esteemed shareholders, customers, business partners, commercial banks and all its employees for the valuable support provided by them to the Company and its Management.

For and on Behalf of the Board

V. Rajagopal

Chennai, 15th May 2012 Chairman & Managing Director

 
Subscribe now to get personal finance updates in your inbox!