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Directors Report of JJ Exporters Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the Forty Second Annual Report, together with the Audited Accounts of the Company for the year ended 31st March, 2015. FINANCIAL RESULTS

2014-15 2013-14

Profit before Tax, Depreciation and Extra Ordinary Items (123.38) (1543.45)

Less : Depreciation 441.16 367.56

Profit/(Loss) before Tax and extra ordinary items (564.54) (1911.01)

Less : IT. for earlier year - -

Less : Prior Period Items 056 079

Profit/(Loss) before Extra-Ordinary Items (565.10) (1911.80)

Extra Ordinary Items 299.75 (400.00)

Profit/(Loss) after Tax (265.35) (2311.80)

Add : Balance brought forward from Previous year (4653.55) (2341.75)

Balance in Profit & Loss Account (4918.90) (4653.55)

BUSINESS AND PERFORMANCE

The performance of the Company during the year under review was a little better than the previous year. It was able to arrest the loss to some extent. As reported earlier the units at Bangalore were closed during the previous year. The unit at Kolkata viz. J. J. Spectrum Silk which was temporarily closed during the previous year w.e.f. 01.12.2013 continued to be under temporary closure during the current year. However the unit at Bhagalpur remained operational. The sale revenue for the year was down at Rs.1665.99 lacs as compared to Rs.3288.35 lacs in the previous year. The loss before tax and extra-ordinary item was down at Rs.565.10 lacs as compared to Rs.1911.80 lacs during the previous year.

CURRENT YEAR'S OUTLOOK

At this instance the outlook of the silk market globally for the current year does not look any different than the one during the year under review. Taking this into account, your directors have decided after due market research to add additional streams of revenue apart from the core business of the Company, which includes export of linen and polyester fabrics, which would not require additional infrastructure but shall add to the top line of the company.

In order to improve the working of the Company and generate more business your directors have decided to strengthen the design department, which shall be for the existing core business of silk along with linen and polyester fabrics. It has also been decided to actively participate in more trade fairs and revive contacts with our old customers. Your directors have also decided to control expenditure wherever possible. With all these measures your directors are hopeful of improvement in the current year.

SETTLEMENT OF DUES OF THE BANKS

In view of the poor performance of the Company, your Directors had approached its bankers for settlement of their dues. The Federal Bank Ltd. had approved the settlement during the year. The amount settled with The Federal Bank Ltd has since been paid. The settlement with IDBI Bank Ltd has also been reached and the initial payment of Rs.500 lacs required to be paid in terms of their sanction letter has also been made by the Company. However, the Company has approached IDBI Bank for extension of the dates for payment of balance amount of settlement. Final negotiation with Indian Overseas Bank has also been had at Branch level and accordingly the Company has revised its offer for the OTS. Your Directors are confident of getting the same approved by the final authorities of the Bank.

Your Directors are trying to sell Company's building at Bangalore and also the unit at Gangarampur to pay off the banks.

SHARE CAPITAL

The Company has not issued any shares with differential voting rights, sweat equity shares or employee stock option during the year under review. The Company has also not made any provision for purchase of its own shares by employees or trustees for the benefit of employees.

DIRECTORS

Mr. M. L Gulrajani resigned from the Board of the Company during the year w.e.f. 22.05.2014. Ms. Puja Jhunjhunwala & Ms. Dipali Sharma were appointed as Additional Directors during the year by the Board on 27.03.2015. Ms. Puja Jhunjhunwala and Ms. Dipali Sharma will hold office till the conclusion of the forthcoming Annual General Meeting. Notices from members of the Company have been received proposing them as regular Directors of the Company. Ms. Puja Jhunjhunwala & Ms. Dipali Sharma are accordingly proposed to be appointed as Independent Directors at the ensuing Annual General Meeting.

Mr. P. K. Sarkar, an Independent Director on the Board of the Company died on 16.07.2015 The Board places its appreciation on record for the valuable services it received from Mr. Sarkar during his association with the Company.

Necessary declaration as required under section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of Independence and are eligible to continue as Independent Director has been received from Mr. Rahul Singhi and Mr. H. S. Senapati, the Independent Directors on the Board and from Ms. Puja Jhunjhunwala and Ms. Dipali Sharma proposed to be appointed as Independent Directors at the ensuing Annual General Meeting.

Mr. S. N. Jhunjhunwala, Director, retires by rotation and being eligible has offered himself for re-appointment at the ensuing Annual General Meeting. Mr. A. B. Chaturvedi, Director was additionally appointed as CFO of the Company during the year.

A meeting of Independent Directors was held during the year where performance of non-independent Directors was evaluated. The performance of Independent Directors was evaluated by the Board. The performance of an individual director is evaluated based on the performance of the department/unit of which he is the functional head. The performance of the Board as a whole or its committee is evaluated based on the performance of the Company.

Details about the nos. of Board meeting held during the year, the composition of Audit Committee and the number of times it met during the year are disclosed in the Corporate Governance Report which forms a part of this report.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has framed vigil mechanism and whistle blower policy for Directors and employees to report genuine concern The details are available on Company's website, www.jjexporters.com.

PARTICULARS OF CONTRACTOR OR ARRANGEMENTS WITH RELATED PARTIES

All the contracts and arrangements entered into with related parties during the year were at arm's length basis. Details of the same are given in Form OAC-2 and is annexed to the report.

SECRETARIAL AUDIT REPORT

Secretarial Audit Report given by M/s. MR & Associates, Company Secretaries in practice, is annexed to the report.

RISK MANAGEMENT POLICY

Details of Risk Management Policy are given in Corporate Governance Report and forms a part of this report.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No.MGT-9 is annexed to the report and forms a part of the Board's report

NOMINATION AND REMUNERATION COMMITTEE

The Remuneration Committee of Board of Directors was renamed as Nomination and Remuneration Committee during the year. The Committee identifies and recommends suitable candidates as Members of Board, Key managerial personnel and other Senior Management. The remuneration policy of the Company aims to ensure fair remuneration for the employees based on their performance. It also ensures to eliminate discrimination while fixing the remuneration of various employees.

OVERSEAS SUBSIDIARIES AND JOINT VENTURE

Your Directors have disposed of its investment in the subsidiary viz. J. J. Creations at Belgium during the year. As such, the said J. J. Creations has ceased to be a subsidiary of the Company.

The performance of the other subsidiary viz. Spin International Inc. was, by and large, satisfactory during the year.

RETAIL SHOWROOM

The performance of Company's retail showroom 'ONSET at Kolkata was by and large satisfactory during the year.

DIVIDEND

Owing to loss, your Directors do not recommend any dividend for the year.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 134(3) (c) of the Companies Act, 2013, your Directors confirm that

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 loss of the Company for that period;

(c) the directors had 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;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) 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.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

Your Company has consistently been complying with the Corporate Governance Code prescribed by SEBI and a detailed report on Corporate Governance together with a Certificate of Compliance from the Statutory Auditors, as required by Clause 49 of the Listing Agreement, forms a part of this Annual Report.

AUDITORS

M/s. Salarpuria Jajodia & Co., Chartered Accountants, Kolkata, bearing Registration No.302111E, were appointed as auditors of the Company for three years at the 41st Annual General Meeting held on 29.09.2014, to hold office till the conclusion of the 44th Annual General Meeting to be held in the year 2017. However, a certificate has been obtained from them that their appointment is within the limits prescribed by the Act and they continue to meet the criteria specified u/s.141 of the Companies Act, 2013.

The remark in Auditors Report read with notes to Accounts are self-explanatory and need no further clarification.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

A) Conservation of energy and technology absorption :

The Company had closed its unit at Bangalore w.e.f. 01.04.2013. The unit at Gangarampur continued to be under temporary closure during the year.

The particulars in respect of conservation of energy and technology absorption in respect of Bhagalpur Unit are given in Annexure 'A forming part of this report pursuant to Section 134(3)(m) of Companies Act, 2013 and rules made thereunder,

B) Foreign Exchange earnings and outgo :

The information is contained in Item No.16 of Note No. '23' in notes to the accounts.

INVESTMENTS

The details of investments are given in Note No. '8' annexed to the annual accounts of the Company.

SUBSIDIARY COMPANIES

The particulars, as required under Section 134 of the Companies Act, 2013 and Rules made thereunder, in respect of Company's subsidiaries viz. Spin International INC. and J. J. Creations S.A are as follows :

I. Financial Performance A. Spin International B. J J Creations (Amount in USD) (Amount in Euro) (For the year (For the period ended 31.03.15) ended 30.09.14)

Sales 1,297,095 295

Cost of goods 1,042,935 1,639

Gross Profit 254,160 (1,344)

Overheads 304,539 82

Income from operation (50,379) (1426)

Other Income 17,769 -

Income before tax (32,610) (1426)

Income Tax 3,255 -

Net Income (35,865) (1426)

II. Financial position as on 31.03.2015

Current liabilities 40,950

Capital 1,000

Reserve & Surplus 785,188

Total Liability 827,138

Current Assets 764,728

Fixed Assets 3,685

Investments 58,725

Total Assets 827,138

In respect of J J Creations, details of Balance Sheet are not given as it ceased to be a subsidiary of the Company during the year.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits during the year. No deposits were outstanding at the beginning of the year.

MANAGERIAL REMUNERATION

i) The ratio of remuneration paid to each Director during the year to the median remuneration of the employees of the Company

A. Executive Directors

Name of the Director Remuneration Ratio

Mr. S. N. Jhunjhunwala Rs. 739200 6.08

Mr. Rajiv Jhunjhunwala Rs. 672000 5.53

Mr. A. B. Chaturvedi Rs. 836420 6.90

B. The Non-Executive Directors receive remuneration by way of sitting fees for attending Board and Committee Meetings. Such remuneration to each of the Non-Executive Directors for the financial year was lower than the median remuneration of employees for the year.

ii) Percentage increased in the remuneration of each Directors & Key Managerial Personnel

Percentage increased

Mr. S. N. Jhunjhunwala, Executive Chairman & CEO (40.00%)

Mr. Rajiv Jhunjhunwala, Vice Chairman (40.00%)

Mr. A. B. Chaturvedi, Whole Time Director & CFO 4.50%

Mr. S. L. Agrawal, Company Secretary 4.70%

i) Percentage increased in the median remuneration of employees during the year : NIL

ii) No. of permanent employees on the Roll as on 31.03.2015 292 (Two hundred ninety two)

iii) Market capitalization as on 31.03.2014 Rs. 957.72 lacs

31.03.2015 Rs. 635.39 lacs

Variation (Rs. 322.33 lacs)

iv) Price at which the last Public offer was made Rs. 70/- per share

v) Percentage increase/decrease in market quotation of the shares of the Company in comparison to the price at which the last public offer was made -90.20%

vi) Variation in the net worth of the Company as at close of current financial year and previous financial year. Rs. (265.30) lacs

vii) Ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but received remuneration in excess of its highest paid Director Remuneration of highest paid Director (Mr. A. B. Chaturvedi) Rs. 8.36 lacs Remuneration to employees who are not Directors but received remuneration In excess of its highest paid Director :

i) Mr. S. L Agrawal, Co. Secretary Rs.13.32 lacs

ii) Mr. N. K. Sharma, General Manager (BLR) Rs.10.92 lacs

Total Rs. 24.24 lacs

Ratio : 8.36 : 24.24 i.e. 0.34

It is hereby affirmed that the remuneration is as per the remuneration policy of the Company.

Other particulars as required under clause (v) to (ix) of Rule 5(1) of Companies (Apt & Rumination of Managerial Personnel) Rules, 2014 are not applicable to the Company.

ACKNOWLEDGEMENTS

Your Directors place on record their deep appreciation for the continued assistance and co-operation extended to the Company by its customers, investors, bankers, government agencies and its dedicated band of employees.

By Order of the Board

Registered Office:

59, Elliot Road S. N. Jhunjhunwala

Kolkata - 700 016 Executive Chairman

Dated : 31st July, 2015 (DIN : 0006345)


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Forty first Annual Report, together with the Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS (Rs. in Lacs) 2013-14 2012-13 Profit before Tax, Depreciation and Extra Ordinary Items (1543.45) (447.01)

Less: Depreciation 367.56 458.11

Profit/(Loss)beforeTaxandextraordinaryitems (1911.01) (905.12)

Less: I.T. for earlier year - -

Less: Prior Period Items 0.79 0.09

Profit/(Loss)beforeExtraOrdinaryItems (1911.80) (905.21)

Extra Ordinary Items 400.00 -

Profit/(Loss) after Tax (2311.80) (905.21)

Add:Balancebroughtforwardfrom Previous year (2341.75) (1436.54)

Balance in Profit & Loss Account (4653.55) 2341.75

BUSINESS AND PERFORMANCE

The year under review was the most difficult year in the history of the Company. It had to close down the operations at Bangalore and also had to temporarily close the unit at Kolkata w.e.f. 01.12.2013. In the back drop of above the sales revenue was down at Rs. 3288.35 lacs as compared to Rs. 4541.36 lacs in the previous year. The loss before depreciation and extra ordinary item was higher at Rs. 1543.45 lacs as compared to Rs. 447.01 lacs in the previous year.

CURRENT YEAR''S OUTLOOK

The outlook in the current year does not look good at the moment. As mentioned herein above, the operations at Bangalore were closed w.e.f. 1st April, 2013 because of lack of demand and uneconomic operation. The operations at Kolkata Unit were temporarily closed w.e.f. 1st December, 2013 for the same reason. At present only the unit at Bhagalpur with very limited volume is functioning. In the back drop of above situation, the Company has approached its bankers for One Time Settlement of its dues.

DISPOSAL OF UNDERTAKINGS

The operations of Company''s unit at Bangalore were closed w.e.f. 01.04.2013, due to uneconomic operations. The plant and machinery and other fixed assets were sold during the year. The sale proceeds, thereof, were remitted to IDBI Bank Ltd. towards repayment of overdue principal and interest. The Company has also temporarily closed the operations of its Kolkata unit at Gangarampur w.e.f. 01.12.2013 due to uneconomic operation.

OVERSEAS SUBSIDIARIES AND JOINT VENTURE

OOO JJ Home, the Company''s foreign subsidiary at Moscow had closed its operations during the year due to uneconomic operations. Necessary provision has been made in the account for the outstanding amount due from the subsidiary on account of investment and for goods supplied to it.

The performance of the other subsidiary viz. Spin International Inc. and J. J. Creations was, by and large, satisfactory.

RESTRUCTURING OF TERM LOAN AND WORKING CAPITAL FACILITIES

The Company had approached its bankers for restructuring of the credit facilities in view of poor financial position of the Company due to continued loss. The term loan lender and one of the working capital lender had done the restructuring of various credit facilities during the year. However, due to continued losses and poor financial position, the Company had to approach its bankers for One Time Settlement (OTS) of the dues.

RETAIL SHOWROOM

The performance of Company''s retail showroom ''ONSET'' at Kolkata was by and large satisfactory during the year.

DIVIDEND

Owing to loss, your Directors do not recommend any dividend for the year.

SETTLEMENT WITH CITIBANK N.A.

The Company has entered into an out of court settlement with Citibank N.A. in respect of their demand on account of derivative transactions which the Company had disputed. The amount paid towards settlement of the same has been shown as an Exceptional Item in the statement of Profit & Loss for the year.

DIRECTORS

Mr. P. J. Sheth resigned from the Board of the Company during the year w.e.f. 18.05.2013. Mr. Pradeep Kr. Singhi also resigned from the Board of the Company w.e.f. 15.11.2013. Mr. H. S. Senapati was appointed as an Additional Director during the year by the Board at its meeting held on 15.11.2013. Mr. Senapati will hold office till the date of the forthcoming Annual General Meeting. Notice from a member of the Company has been received proposing him as a regular Director of the Company. Mr. M. L. Gulrajani has resigned from the Directorship of the Company w.e.f. 22.05.2014.

Mr. P. K. Sarkar, Director, retires by rotation and being eligible has offered himself for re-appointment at the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

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

i) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) That such accounting standards have been applied consistently to make 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 as at 31st March, 2014 and of the loss for the year ended on that date;

iii) That 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, if any, has been taken;

iv) That the Annual Accounts have been prepared on a ''going concern'' basis.

CORPORATE GOVERNANCE

Your Company has consistently been complying with the Corporate Governance Code prescribed by SEBI and a detailed report on Corporate Governance together with a Certificate of Compliance from the Statutory Auditors, as required by Clause 49 of the Listing Agreement, forms a part of this Annual Report.

AUDITORS

M/s. Salarpuria Jajodia & Co., Chartered Accountants, Kolkata, bearing Registration No. 302111E, retire at the conclusion of the ensuing Annual General Meeting and have expressed their willingness to be re-appointed. They have confirmed that their re-appointment, if made, would be covered within the ceiling specified under Section 224 (1B) of the Companies Act, 1956.

COST AUDITORS

Pursuant to the Directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, qualified Cost Auditors have been appointed to conduct cost audit relating to the products of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

A) Conservation of energy and technology absorption :

The particulars in respect of conservation of energy and technology absorption are given in Annexure ''A'' forming part of this report pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

B) Foreign Exchange earnings and outgo :

The information is contained in Item No.15 of Note No. ''23'' in notes to the accounts.

INVESTMENTS

The details of investments are given in Note No. ''8'' annexed to the annual accounts of the Company.

SUBSIDIARY COMPANIES

The particulars, as required under Section 212 of the Companies Act, 1956, in respect of Company''s subsidiaries viz. Spin International INC., OOO JJ Home and J. J. Creations S.A. are annexed.

The Government of India vide Circular No. 2/2011 dt. 08.12.2011 has granted general exemption to companies from annexing the accounts of its subsidiary companies subject to fulfillment of certain conditions. Necessary financial details in respect of each subsidiary as stipulated in the said exemption letter are given in a separate statement attached elsewhere in the report.

Your Directors undertake that annual accounts ofthe subsidiary Companies and the related detailed information will be made available to the holding and subsidiary Company investors seeking such information at any point of time. The annual account of the subsidiary Companies will also be kept for inspection by any investor at its head office and that of the subsidiary company concerned.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits during the year.

ACKNOWLEDGEMENTS

Your Directors place on record their deep appreciation for the continued assistance and co-operation extended to the Company by its customers, investors, bankers, government agencies and its dedicated band of employees.

Registered Office : By 0rder of the Board 23C, Ashutosh Chowdhury Avenue Kolkata - 700 019 S. N. Jhunjhunwala Dated : 22nd May, 2014 Executive Chairman


Mar 31, 2013

The Directors have pleasure in presenting the Fortieth Annual Report, together with the Audited Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS

2012-13 2011-12

Profit before Tax, Depreciation and Extra Ordinary Items (447.01) (706.22)

Less: Depreciation 458.11 526.98

Profit/(Loss) before Tax and extra ordinary items (905.12) (1233.20)

Less: IT. for earlier year 2.90

Less: Prior Period Items 0.09 0.45

ProfitV(Loss) before extra ordinary items 905.21) (1236.55)

Extra Ordinary Items 275.48

Profit/(Loss) after Tax (905.21) (1512.03)

Add: Balance brought forward from Previous year (1436.54) 75.49

Balance in Profit & Loss Account (2341.75) (1436.54)

BUSINESS AND PERFORMANCE

The sales revenue was down at Rs. 4541.36 lacs as compared to Rs. 6163.37 lacs in the previous year. The loss before Tax, Depreciation and Extra Ordinary item was down at Rs. 447.01 lacs as compared to Rs. 706.22 lacs in the previous year. This was because of an income of Rs. 881.42 lacs on sale of idle fixed assets during the year. The operations of the main unit of your Company, J. J. Spectrum Silk, at Kolkata were under suspension for nearly two and a half months during the year due to industrial relations problem. It had an impact on the performance of your Company.

The global recession is still continuing and there are no signs of improvement in the demand for your Company''s product. Your Company had to close the operations at Bangalore as the units were incurring losses for lack of capacity utilization.

CURRENT YEAR''S OUTLOOK

Although your Directors are making all round efforts to improve the working of your Company, the actual performance would depend on many external factors like movement of exchange rate for Indian Rupee vis-a-vis various foreign currencies, the revival of global economy and improvement in the demand for your Company''s product in the foreign countries. Your Directors have initiated various measures viz. closure of loss making units, debonding a part of the manufacturing facilities at the Kolkata Unit in order to utilize the idle capacity for doing job work, diversification into other fabrics viz. linen, polyester etc. and cost reduction exercises on a continuous basis. The operations of loss making units have already been closed. The debonding exercise is almost complete. The Company is in the process of tying up the funds required for financing capital expenditure for production of polyester fabric.

DISPOSAL OF UNDERTAKINGS

Since the operations at Bangalore have been closed, your Directors have decided to sell the Land and Building and other fixed assets viz. Plant and Machinery, fixtures etc. of the units at Bangalore. Your Company has already approached the members for their approval and has mailed a Notice together with Resolution, Postal Ballot Form etc. on 7th May, 2013. The sale proceeds of these assets shall be utilized for repayment of term loan.

OVERSEAS SUBSIDIARIES AND JOINT VENTURE

The performance of Company''s foreign subsidiaries was satisfactory during the year.

RESTRUCTURING OF TERM LOAN AND WORKING CAPITAL FACILITIES

Because of pressure on the cash flow, your Company has approached the term lender for restructuring of the term loan by way of deferment of repayment instalments and funding of interest. It has also approached the working capital lenders for conversion of a part of the working capital outstanding into working capital term loan and sanction of some fresh loan.

RETAIL SHOWROOM

The performance of Company''s retail showroom ''ONSET'' at Kolkata was by and large satisfactory during the year.

DIVIDEND

Owing to loss, your Directors do not recommend any dividend for the year.

DIRECTORS

Mr. Arvind Kr. Thakur resigned from the Board of the Company during the year w.e.f. 01.06.2012. Mr. A. B. Chaturvedi was appointed as an Additional Director during the year by the Board at its meeting held on 14.08.2012. Mr. Chaturvedi will hold office upto the date of the forthcoming Annual General Meeting. Notice from a member of the Company has been received proposing him as a regular Director of the Company. Mr. Chaturvedi was also appointed as Whole Time Director during the year. Mr. P. J. Sheth has resigned from the Directorship of the Company w.e.f. 18.05.2013.

Mr. Pradeep Kumar Singhi, Director, retires by rotation and being eligible has offered himself for re-appointment at the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

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

i) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) That such accounting standards have been applied consistently to make 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 as at 31st March, 2013 and of the loss for the year ended on that date;

iii) That 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, if any, has been taken;

iv) That the Annual Accounts have been prepared on a ''going concern'' basis.

CORPORATE GOVERNANCE

Your Company has consistently been complying with the Corporate Governance Code prescribed by SEBI and a detailed report on Corporate Governance together with a Certificate of Compliance from the Statutory Auditors, as required by Clause 49 of the Listing Agreement, forms a part of this Annual Report.

AUDITORS

M/s. Salarpuria Jajodia & Co., Chartered Accountants, Kolkata, bearing Registration No.302111E, retire at the conclusion of the ensuing Annual General Meeting and have expressed their willingness to be re-appointed. They have confirmed that their re- appointment, if made, would be covered within the ceiling specified under Section 224 (1B) of the Companies Act, 1956.

COST AUDITORS

Pursuant to the Directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, qualified Cost Auditors have been appointed to conduct cost audit relating to the products of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

A) Conservation of energy and technology absorption :

The particulars in respect of conservation of energy and technology absorption are given in Annexure ''A'' forming part of this report pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

B) Foreign Exchange earnings and outgo :

The information is contained in Item No.14 of Note No."23'' in notes to the accounts.

INVESTMENTS

The details of investments are given in Note No. ''8'' annexed to the annual accounts of the Company.

SUBSIDIARY COMPANIES

The particulars, as required under Section 212 of the Companies Act, 1956, in respect of Company''s subsidiaries viz. Spin International INC., OOO JJ Home and J. J. Creations S.A. are annexed.

The Government of India vide Circular No.2/2011 dt.08.12.2011 has granted general exemption to companies from annexing the accounts of its subsidiary companies subject to fulfilment of certain conditions. Necessary financial details in respect of each subsidiary as stipulated in the said exemption letter are given in a separate statement attached elsewhere in the report.

Your Directors undertake that annual accounts of the subsidiary companies and the related detailed information will be made available to the holding and subsidiary company investors seeking such information at any point of time. The annual account of the subsidiary companies will also be kept for inspection by any investor at its head office and that of the subsidiary company concerned.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits during the year.

ACKNOWLEDGEMENTS

Your Directors place on record their deep appreciation for the continued assistance and co-operation extended to the Company by its customers, investors, bankers, government agencies and its dedicated band of employees.

Registered Office : By order of the Board

23C, Ashutosh Chowdhury Avenue

Kolkata - 700 019 S. N. Jhunjhunwala

Dated: 18th May, 2013 Executive Chairman


Mar 31, 2012

The Directors have pleasure in presenting the Thirty-Ninth Annual Report, together with the Audited Accounts of the Company for the year ended 31 st March, 2012.

FINANCIAL RESULTS (Rs in Lacs)

2011-12 2010-11

Profit before Tax, Depreciation and Exceptional Items (705.92) 63.77

Less: Depreciation 526.98 572.42

Profit/(Loss) before Tax and Exceptional items (1232.90) (508.65)

Less: Provision for Taxation 0.30 0.50

I.T. for earlier year 2.90 -

Prior Period Items 0.45 9.49

Profit/(Loss) before Exceptionalltems (1236.55) (518.64)

Exceptional Items 275.48 357.72

Profit/(Loss) after Tax (1512.03) (876.36)

Add: Balance brought forward from Previous year 75.49 951.85

Balance in Profit & Loss Account (1436.54) 75.49

BUSINESS AND PERFORMANCE

Although the operating revenue is marginally down at Rs 6163.37 lacs during the year as compared to Rs 6479.74 lacs during the previous year, your Company incurred a loss of Rs 705.92 lacs before tax, depreciation and exceptional Items as compared to a profit of Rs 63.77 lacs during the previous year. Volatile exchange rate movement, financial crisis in foreign countries mainly in Europe and lower demand for Company's product in foreign countries were main reason for poor financial performance of the company during the year. The net loss after depreciation and tax was up at Rs 1512.03 lacs as compared to Rs 876.36 lacs in the previous year.

CURRENT YEAR'S OUTLOOK

Although your Directors are making all round efforts to improve the working of your Company, the actual performance would depend on many external factors like movement of exchange rate for Indian Rupee vis-a-vis various foreign currencies, the revival of global economy and improvement in the demand for your Company's product in the foreign countries. Your Directors have taken various measures viz. sale of idle properties and prepaying high cost debt to reduce the interest burden, exploring domestic market, trying various new products, cost reduction exercise on continuous basis etc. to improve the performance.

OVERSEAS SUBSIDIARIES AND JOINT VENTURE

The performance of Company's foreign subsidiaries was satisfactory during the year.

RETAIL SHOWROOM

The performance of Company's retail showroom "ONSET" at Kolkata was by and large satisfactory during the year.

DIVIDEND

Owing to loss, your Directors do not recommend any dividend for the year.

FOREIGN EXCHANGE

The Company entered into an out of court settlement with one of the bank in respect of their claim against derivative transactions entered into by the Company during the financial year 2007-08. The amount paid in term of the settlement is included in exceptional item. Claim in respect of the other bank amounting to Rs 785.73 lacs remains unprovoked.

SUSPENSION OF WORK

Due to industrial relation problem, the management of your Company had to declare suspension of work at its unit at Gangarampur, Dist 24 Parganas (S), West Bengal w.e.f. 8th April, 2012. Although your company is making all efforts to meet the delivery schedule of important customers, it is likely to have an impact on the financial performance of the company in the current year.

DIRECTORS

Mr. Arun Kumar Shraff resigned from the Board of the Company during the year w.e.f. 07.10.2011. Mr. Arvind Kumar Thakur was appointed as an Additional Director during the year by the Board at its meeting held on 01.11.2011. Mr. Thakur will hold office up to the date of the forthcoming Annual General Meeting. Mr. Thakur was also appointed as a Whoie Time Director during the year.

Mr. M. L. Gulrajani and Mr. P. K. Sarkar, Directors, retite by rotation and being eligible have offered themselves for re-appointment at the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

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

i) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) Having 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 as at 31 st March, 2012 and of the loss for the year ended on that date;

iii) That 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, if any, has been taken;

iv) That the Annual Accounts has been prepared on a 'going concern' basis.

CORPORATE GOVERNANCE

Your Company has consistently been complying with the Corporate Governance Code prescribed by SEBI and a detailed report on Corporate Governance together with a Certificate of Compliance from the Statutory Auditors, as required by Clause 49 of the Listing Agreement, forms a part of this Annual Report.

AUDITORS

M/s. Qalarpuria Jajodia & Co.. Chartered Accountants, Kolkata, bearing Registration No. 302111E, retire at the conclusion of the ensuing Annual General Meeting and have expressed their willingness to be re-appointed. They have confirmed that their re-appointment, if made, would be covered within the ceiling specified under Section 224 (1B) of the Companies Act, 1956.

COST AUDITORS

Pursuant to the Directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, qualified Cost Auditors have been appointed to conduct cost audit relating to the products of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

A) Conservation of energy and technology absorption :

The particulars in respect of conservation of energy and technology absorption are given in Annexure "A" forming part of this report pursuant to Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

B) Foreign Exchange earnings and outgo :

The information is contained in Item No. 14 of Schedule No.'23' in notes on accounts.

INVESTMENTS

The details of investments are given in Schedule '8' annexed to the annual accounts of the Company.

SUBSIDIARY COMPANIES

The particulars, as required under Section 212 of the Companies Act, 1956, in respect of Company's subsidiaries viz. Spin International INC., COO JJ Home and J. J. Creations S.A. are annexed herewith.

The Government of India vide Circular No. 2/2011 dt.08.02.2011 has granted general exemption to companies from annexing the accounts of its subsidiary companies subject to fulfillment of certain conditions. Necessary financial details in respect of each subsidiary as stipulated in the said exemption letter are given in a separate statement attached elsewhere in the report.

Your Directors undertake that annual accounts of the subsidiary Companies and the related detailed information will be made available to the holding and subsidiary Company investors seeking such information at any point of time. The annual account of the subsidiary Companies will also be kept for inspection by any investor at its head office and that of the subsidiary company concerned.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year.

ACKNOWLEDGEMENTS

Your Directors place on record their deep appreciation for the continued assistance and co-operation extended to the Company by its customers, investors, bankers, government agencies and its dedicated band of employees.

Registered Office: By order of the Board

23C, Ashutosh Chowdhury Avenue

Kolkata - 700 019 S. N. Jhunjhunwala

Dated: 21st May, 2012 Executive Chairman


Mar 31, 2010

The Directors have pleasure in presenting the Thirty-Seventh Annual Report, together with the Audited Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS (Rs. in Lacs)

2009-2010 2008-2009

Profit before Tax and Depreciation 342.47 40.93

Less: Depreciation 346.17 440.40

Profit/(Loss) before Tax (3.70) (399.47)

Less: Provision for Taxation

Prior Period Items 2.96 37.88

Fringe Benefit Tax 12.90 50.78

Profit/(Loss) after Tax (6.66) (450.25)

Add: Balance brought forward from

Previous year 958.51 1408.76

Surplus Balance in Profit & Loss Account 951.85 958.51

BUSINESS AND PERFORMANCE

The performance of the Company was satisfactory during the year considering the general slowdown in the global economy. Although the sales revenue of the Company was down at Rs. 5955.32 Lacs as compared to Rs. 6481.75 Lacs in the previous year, the net loss after depreciation was down at Rs. 6.66 Lacs as compared to Rs. 450.25 Lacs in the previous year.

CURRENT YEARS OUTLOOK

The global economy is showing the signs of revival but at a very slow pace. Your Directors were hoping that the performance of your Company shall improve in the current year but the recent turmoil in some European countries may affect the outcome. The performance of your Company would depend upon further development in the global economy, particularly that of European Countries in the current year. Your Company is putting all round effort through its marketing network to meet the challenge.

RELOCATION OF COMPANYS THREE UNITS IN BANGLORE TO A NEW LOCATION AT DODABALLAPUR

All the three units in Bangalore have been shifted to a new location at Doddaballapur near Bangalore during the year.

OVERSEAS SUBSIDIARIES AND JOINT VENTURE

The performance of Companys foreign subsidiaries were satisfactory during the year.

RETAIL SHOWROOM

The Companys first retail outlet in India named as "ONSET" had started its operation from August, 2008. The Company has started another retail show room at Shop No. 207, 1st Floor, Court Yard Mall, Saket Press Enclave Road, New Delhi -110 017 during the year. These should yield results in the current year.

DIVIDEND

Owing to loss, your Directors do not consider it prudent to declare Dividend for the year.

FOREIGN EXCHANGE

Demand amounting Rs. 1403 Lacs received by the Company from ICICI Bank and Citi Bank in respect of certain derivative contracts which were held illegal by a statutory authority and which have been disputed by the Company were not acknowledged and accounted for by the Company as the matter is subjudice and pending in court.

DIRECTORS

Mr. P. J. Sheth and Mr. P. K. Sarkar retire by rotation and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting. Mr. S. Jalan Director of the Company resigned from the Board during the year w.e.f. 27.01.2010. Your Directors would like to place on record their appreciation for the valuable advice given by Mr. Jalan during his association with the Company. Mr. Pradeep Kumar Singhi a prominent Chartered Accountant and a senior partner of the reputed audit firm M/s. Singhi &Co. was appointed as an Additional Director by the Board at its meeting held on 30.07.2009. Mr. Singhi was also inducted in the Audit Committee and was appointed as Chairman of the Audit Committee. Notice from a member of the Company together with requisite deposit has been received by the Company proposing Mr. Singhi as a Director of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

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

i) That in the preparation of the Annual Accounts, 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 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, 2010and of the loss for the year ended on that date;

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; and

iv) That the Directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE

A separate Section on Corporate Governance is included in the Annual Report and a certificate from the Auditors of the Company, regarding compliance of conditions on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges is annexed thereto.

AUDITORS

M/s. Salarpuria Jajodia & Co., Chartered Accountants, Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and have expressed their willingness to act as Auditors of the Company, if appointed. They have further confirmed that the said appointment would be in conformity with the provisions of Section 224 (IB) of the Companies Act, 1956.

COST AUDITORS

Pursuant to the Directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, qualified Cost Auditors have been appointed to conduct cost audit relating to the products of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

A) Conservation of energy and technology absorption :

The particulars in respect of conservation of energy and technology absorption are given in Annexure A forming part of this report pursuant to Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

B) Foreign Exchange earning and outgo:

The information is contained in Item No. 19 of Schedule No/0 in notes on accounts.

INVESTMENTS

The details of investments are given in Schedule E annexed to the annual accounts of the Company.

SUBSIDIARY COMPANIES

The particulars, as required under Section 212 of the Companies Act, 1956, in respect of Companys subsidiaries viz Tanushree Silks Ltd., Spin International INC., OOO JJ Home and J. J. Creations S.A. are annexed herewith.

The Company has been exempted from annexing the accounts of its subsidiary Companies by the Central Govt, vide its Letter No. 47/21/ 201 (XL-Ill dated 05.04.2010. Necessary financial details in respect of each subsidiary as stipulated in the said exemption letter are given in a separate statement attached elsewhere in the report.

Your Directors undertake that annual accounts of the subsidiary Companies and the related detailed information will be made available to the holding and subsidiary Company investors seeking such information at any point of time. The annual account of the subsidiary Companies will also be kept for inspection by any investor at its head office and that of the subsidiary company concerned.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits during the year.

ACKNOWLEDGEMENT

The Board wishes to place on record the sustained support extended to the Company by its Bankers, Government Authorities, Customers, Vendors and Shareholders during the year under review.



Registered Office: By Order of the Board

23C,AshutoshChowdhury Avenue

Kolkata-700 019 S.N.Jhunjhunwala

Dated : 26th May, 2010 Executive Chairman

 
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