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Directors Report of Kumar Wire Cloth Manufacturing Co Ltd.

Mar 31, 2016

Directors’ Report

To,

The M embers,

KUMAR WIRE CLOTH MANUFACTURING COMPANY LIMITED

The Directors have pleasure in presenting their Toothy Annual Report on the business and operations of the Company and the accounts for the Financial Year ended Ma06.

Financial summary or highlights/Performance of the Company (Standalone)

The Boards Report shall be prepared based on the stand al financial statement of the company. (Rs.)

Particulars

Financial Year ended

31/03/2016

31/03/2015

T otal Income

7,743,296

8,836,684

Expenditure

9,7(4,320

0,389,058

Profit before Depreciation, Finance Char and Tax

017,386)

(3,35,389)

Interest and Finance Charges

19,625

7,035

Depreciation

824,0B

^209,950

Profit before Tax

Q96P4)

0552,374)

T axes paid and provided

NIL

NIL

Profit after Tax

Q96P4)

0552,374)

Transferred to Reserves

NIL

NIL

Proposed Final Dividend

NIL

NIL

Dividend distribution tax

NIL

NIL

Balance (credit/debit) to be carried to balance sheet .

(98,554,898)

(96,593,874)

Operational Performance

- Revenue from operations has decreased 20yB % to Rs. 7,067,C94 / -

- The Company has suffered a Loss of Rs 196p-l/as Compared to los of Rs 1,552,374/ -earned by the Company during the Previous Year.

Dividend

In view of the losses incurred by the Company, your directors are unable to recommend any dividend for the year under review.

Management Discussion & Analysis

The detailed Management Discussion & Analysis Report for the year under review, satedtipul under List in Regulations is presented in a separate section forming part of the Annual Report.

Transfer To Reserves

The Company has not transferred any amount to the Reserves during the Year under Review

Brief description of the Company’s working during the year/State of Company’s affair

The Company is engaged in supplying wire mesh products to a spectrum of industries spanning pharmaceuticals, OEMs, textile yarn manufacturers, sieves and strainers, agriculture, filter manufacturers and so on.

Change in the nature of business, if any

N o Changes have occurred in the Nature of the Business during the Year under Review

Material changes and commitments, 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 statements relate and the date of the report

No Material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to whi dintancial statements relate and the date of the report.

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

No Significant and Material Orders have been passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future during the Year under Review.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

Your Company has in place adequate internal financial controls with reference to financial statements. Your Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

Details of Subsidiary/Joint Ventures/Associate Companies

The details of subsidiary/Joint ventures/Associate Company is Reported to be Nil during the Year under Review

Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement.

Since the Company does not have any Subsidiary Venture/Associate Companies there in Nothing to report in this Matter

Deposits

The Company has not accepted any Deposits within the meaning of on 73 of the Complies Act, 20B and the Rules made there under. However, the unsecured Loans from Directors and Inter Corporate Bodies which the Company continues to enjoy farm exempted categories under Rule 2()(c)(viii) & (vi) respectively of the Companies(Acceptance Deposit)Rules,204

Statutory Auditors

Amar Bafna & Associates, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible to offer themselves -for re appointment.

M/s Amar Bafna & Associates, have furnished a certificate, confirming that appointed, their r-appointment will be in accordance with Section 39 read with Section HI of the Act. Pursuant to the provisions of the Act and the Rules made there under, it is proposed t o appoint M/s Amar Bafna & Associates; as the statutory auditors of the Company from the conclusion of the forthcoming AGM the conclusion of the 38tAnnual General Meeting, subject to ratification at every subsequent Annual General Meeting held after thick General Meeting.

Members are requested to consider the appointment of Amar Bafna & Associates and authorize the Board of Directors to fix their remuneration.

Secretarial auditors:

Pursuant to the provisions of Section 204 of the Act and The Company Appointment and Remuneration of Managerial Personnel) Rules, 204, the Board of Directors of the Company had appointed CS.Milind Nirkhe Practicing Company Secretary (Proprietor) , Practicing under the name & style M/SMilind Nirkhe & Associate C,P No23E to undertake the Secretarial Audit of the Company for the year ended 3it March, 206.

Cost Auditor:

The Company is engaged in supplying wire mesh product he rendering of such Services is covered under Cost Audit Applicability Rules. However, since the turnover four Company has not Exceeders Crores for the Financial Year ended on 31st March 206, your Company was not required to get its Cost receive Audited for the Financial Year 201-206.

Secretarial Audit Report

A Secretarial Audit Report given by M/s Milind Nirkhe & Associates, a Company Secretary in practice shall be annexed with the report.

Directors Reply on the Observations on the Secretarial Audit Report:

The Company is in the process of making Necessary Disclosure on its. Webs

As already disclosed in Note No. 33 in Notes to Accounts to the Financial Statements for the Year ended 3103/2015, your Company is in the process of implementing Modified Rehabilitation Scheme as sanctioned by BIFR vide its order dated 03/09/200 & (7/03/202 during the Financial Year under Review and Considering the size of the Business Operations carried out by your Company during the Financial Year under Review , your Company was unable to appoint the Chief Financial officer, Company Secretary, & the Internal Auditor. However, your Company has appointed Whole Time Director during the year under Review as per the Provisions of the Companies Act, 20B

Your Company is in the Process of filing relevant Forms 20B, DIR2, MGT-M, MGT-B,

MR:! ADT-1 with ROC/MCA.

The Company is in the process of making necessary disclosure with respect to acquisition

40,000 Equity Shares by Ms Suneja Jhaveri from WS Holdings under SEBI Prohibition of Insider Trading) Regulations, 1992 to the Stock Exchanges

13. Auditors’ Report

The explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report shall be given.

Auditors Comments Nature of Qualification

Directors Reply

s

e

e

es

The company is in the process of updating records showing full particulars, including quantitative details and situation of fixed assets.

Effective steps are being taken to reconcile the available data so as to prepare the updated record including the Quantitative Details and Situation of the Company’s Fixed Assets

According to information and explanations given to us the Company is depositing undisputed statutory dues as per the scheme defined by Board for Industrial and Financial Reconstruction (BIFR) including Provident Fund, Employees State Insurance Income Tax, Wealth Tax, Sales Tax, Service Tax, Custom Duty, Excise duty Value Added Tax, Cess with the appropriate authorities. However as per the Draft Rehabilitation scheme sanctioned by BIFR vide its order dated February 25, 2010, following are the undisputed statutory dues as on 31St March, 2015:

The Financials of the Company are Channelized so as to deposit the undisputed Statutory Due in time as per the Scheme defined by BIF R

Particulars

Amount (Rs.)

Interest on Sales Tax

59,06,618/-

CST

1,20,480/-

Interest on Income Tax

45,57,213/-

Grampanchayat

Tax

79,507/-

According to the information and explanations given to us, the dues of income tax, wealth tax, sales tax, custom duty, excise duty and cess which have not been deposited on account of dispute is as follow:

So as to Conserve the valuable Financials ,there are certain Statutory Du which are being Dissipated and hence not paid and Steps are being taken b the Company to resolve these Disputed Statutorily Dues at an early Date

Statute

Nature of Dues

Forum where dispute is pending

Period

to

which

the

amount

relates

Amount Involved (in Rs.)

Income

Tax

Act

Assessment

dues

Income Tax Appellate

Tribunal

A.Y.

2008

09

39,782/-

Income

Penalty

Income Tax

A.Y.

1,27,68,676/-

Tax

Act

Appellate

Tribunal

2008

09

MVAT

Act

Assessment

dues

Deputy

Commissioner

of Sales Tax

F. Y. 201011

4,92,388/-

The accumulated losses of the company have exceeded fifty percent of its net worth. The company has incurred cash losses during the financial year of Rs. 15.52 lacs covered by our audit, but has not incurred cash losses in the preceding financial years. However, The company has been declared sick by the Board for Industrial and Financial Reconstruction vide their order dated February, 21st 2006.

All round efforts are be made by the Company to improve its Bottom Line s as to avoid cash lose: during the Curries F financial Year 205-206

The Company has given the guarantee of Rs.30 Lakhs for loan taken by Vishal Chairs Limited.

Share Capital

The paid up Equity Share Capital as on March 3], 206 was Rs. 27,600,000- during the year under review. The Company has not issued any shares.

A) Issue of equity shares

The Company has not issued shares with differential voting rights thue iyear

B) Issue of sweat equity shares

The Company has not issued sweat equity shares during the year

C) Issue of employee stock options

The Company has not issued employee stock options and does not have any scheme to fund its employees to purchase the shares of the Company

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

Not Applicable .

Extract of the annual return

Pursuant to Section 92 (3) of the Act and Rule 2 () of The Companies (Management and Administration) Rules, 204, the extract of Annual Return in form MGT.9 is annexed as Annexure I.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The Information Regarding Conservation of En &technology Absorption is provided for in Annexure I

Foreign Exchange Earnings and Outgo: Nil Corporate Social Responsibility (CSR)

As a socially responsible Company, your Company has a strong sense of community responsibility .

The Company however, does not fall within the Criteria as laid down by the Acti sarnsbt required to constitute a CSR Committee. Further the Company has been suffering a loss for th( Last two Years; hence the Company has not formulated any Policy.

Directors: A) Changes in Directors and Key Managerial Personnel Appointments and changes in Designation during the Year under Review._

During the year under review:

1 There is no change in the composition of Board of Directors._

B) Declaration by an Independent Director(s) and re- appointment, if any

The Company has received Declaration from Independent directors Pursuant to the Provisions of Section 49 sub-section 6) of the Companies Act, 203

C) Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 203 the dead carried out evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. The Boards functioning was evaluated on various aspects, including inter alia degree of fulfilment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning. Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key

aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and motivating and providing guidance he Managing Director & CEO. Areas on which the Committees of the Board were assessed included degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The performance evaluation of the Independent dare was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of the Directors. The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to th e Board.

D) Woman Director:

In terms of the provisions of Section 49 of the Companies Act, 203 a company shall have at least one Woman Director on the Board of the Company. Your Company has appointed Ms. Rushali Vijay Chaulkar as an Additional Director on the Board w.e.f March 3], 205

Number of meetings of the Board of Directors

5 Board Meetings were held during the financial yeaiApril 20B to 31st March 206. All relevant and materially significant information, are submitted as part of the agenda papers well in advance of the Board Meetings. The Executive Director, in consultation with the Chairman, drafts the agenda of the meetings.

Date of the meeting N o. of Directorate tended the meeting

W0B/20B__5_

W1/2015__5_

30/ 05/ 206__5_

12/08/206__5_

12/02/206 5

20. Audit Committee

The composition of an Audit Committee is of thin dependent Director as follows

1 Mr. Subash Mayekam independent Director (Chairman of the Committee)

2 Mr. Omprakash Yadan independent Director

3. Mr. Kamlesh Dube Independent Director

Details of establishment of vigil mechanism for directors and employees

The company has maintained regular Report details of establishment of vigil mechanism (for directors and employees to report genuine concerns) pursuant to the Listing Regulations.

Nomination and Remuneration Committee

The Board has constituted Nomination and Remuneration Committee in accordance with provisions of the Companies Act, 203 and Listing Regulations 30fh May, 206. The terms and reference of Remuneration Committee was also finalized by the Board at the said Meeting.

The Committees constitution and terms of reference are in compliance with Provisions of the Companies Act, 203, and Listing Regulations.

Detailed information disclosed under Report on Corporate Governance.

Particulars of loans, guarantees or investments under section 186

No Loans or Guarantees are given nor are any Investments made by the C (Dmpeuj Section B6 of the Companies Act, 203.

Particulars of contracts or arrangements with related parties:

The Company has made disclosure regarding related party transaction in Financial Statement & particulars of every contract or arrangements enitntmby the Company with related parties referred to in subjection () of section B8 of the Companies Act, 203 including certain arms length transactions under third proviso thereto shall be disclosed in Form Nc2 Admit enclosed)

Managerial Remuneration:

During the financial year under review, none of the Company’s employees was in receipt of remuneration as prescribed under Rule 5 (2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules. Hence, no particular feared quirked to be disclosed in this Report .

Hence, no particulars are required to be disclosed in this Report.

Criteria for determining qualifications, positive attributes and independence of a director:

The Nomination and Remuneration Committee has fartmdil the criteria for detaining qualifications, positive attributes and independence of Directors in terms of provisions of Section 78 (3) of the Act and Listing Regulations

Independence: In accordance with the above criteria, a Director will be coned das an Independent Director. if he/ she meets with the criteria for Independent Director. as laid down in the Companies Act, 203 and Listing Regulations

Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of

a Director, the Nomination and Remuneration Committee costlier manner in which the function and domain expertise of the individual will contribute to the over mix of the Board .

Positive Attributes: In addition to the duties as prescribed under the Companies Act, 203 the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behaviour, strong interpersonal skills and soundness of judgment. Independent Directors are also expected to abide by the Code for Independent Directors’ as outlined in Schedule IV to the Act.

Corporate Governance Certificate

Your Company has implemented all the mandatory requirements pursuant to Listing Regulations A separate report on Corporate Governance is given as a part of the Annual Report along with the certificate received nfirthe Practicing Company Secretary, Mmar Bafna & Associates, Statutory Auditors confirming the compliance.

Risk management policy

Your Company has adopted a Risk Management Policy/ Plan in accordance with the provisions of the Companies Act, 203 and Listing Regulations It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Company has laid down procedures to inform the Audit Committee la sat swell e Board of Directors about risk assessment and management procedures and status.

This risk management process covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align with the risk appetite and highlights risks associated with chosen strategies

Directors’ Responsibility Statement

In terms of the provisions of Section 34 (3) (c) and 34 (5) of the Companies Act, 203, and to the best of their knowledge and befit and according to the information and explanations obtained by them and same as mentioned elsewhere in this

Report, the attached Annual Accounts and the Auditors ’ Report thereon, your Directors confirm that:

(i) in the preparation of the annual accounts applicable accounting standards have been followed and that there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as require and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal finance Controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems adequate and operating effectively.

Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the result s.

F or and on behalf of the Board of Directors

Place: Mumbai

Date. 30/05/206 JITEN SUSHILCHOKSEY

CHAIRMAN

(DIN:0334275)


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Thirty second Annual Report and Audited Accounts for the Financial Year ended March 31, 2014.

1. FINANCIAL RESULTS

(Rs. in lacs) 2013-2014 2012-2013

Turnover 102.55 150.35

Gross Profit/(Loss) 15.50 18.06

Less: Depreciation 12.48 14.12

Interest & Finance Charges 0.03 0.24

Profit / (Loss) for the year 2.99 3.69

Profit/(Loss) before Tax 2.99 3.69

Deferred Tax -8.26 -1.12

Current Tax/FBT 0.00 0.00

Profit / (Loss) after Tax 11.25 4.82

Net profit during the year 11.25 4.82

Balance Brought Forward -934.23 -945.48

2. DIVIDEND

In view of the losses incurred by the Company your Directors are unable to Recommend any dividend for the year under review.

3. RESULTS OF OPERATIONS:

Net sales of the Company for the year under Review stood at Rs. 102.55 Lakh as compared to previous year sales 150.35 Lakh and Profit of the company for the current year witnessed as Rs. 11.25 Lakh as compared to the previous year profit of Rs. 4.82 Lakh.

4. MANAGEMENT DISCUSSION & ANALYSIS

The detailed Management Discussion & Analysis Report for the year under review, as Stipulated under Clause 49 of the Listing Agreement is presented in a separate Section forming part of the Annual Report.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details regarding Conservation of Energy Technology Absorption are given by way of Annexure I to this report.

During the year there were no Foreign Exchange Earning and Outgo.

6. SECRETARIAL AUDIT REPORT

As per Companies Act, 2013 every listed company and every public company having a paid up share capital of Rs. Fifty crore or more; or every public company having a turnover of Rs. two hundred fifty crore or more is required to conduct Secretarial Audit by a Company Secretary in Practice.

Accordingly, the Board of Directors at their meeting held on 21st November, 2014 appointed Mr. Milind Nirkhe, Practicing Company Secretary, to conduct the Secretarial Audit of the Company.

The Secretarial Audit Report will confirm that the Company has complied with all the applicable provisions of the Companies Act, 2013 and rules made there under ,the Securities Contracts (Regulation) Act, 1956, Depositories Act, 1996, the Foreign Exchange Management Act, 1999 to the extent applicable to Overseas Direct Investment (ODI), Foreign Direct Investment (FDI) and External Commercial Borrowings (ECB), all the Regulations and Guidelines of SEBI as applicable to the Company, including the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, the Securities and Exchange Board of India (Register to an issue and share Transfer Agents) Regulations, 1993, Secretarial Standard issued by ICSI ,Listing Agreements with the Stock Exchanges and the Memorandum and Article Association of the Company, and other applicable laws rules/ regulations etc. , if any, as mentioned in form No. MR-3 Pursuant to Section 204(1) of the Companies Act, 2013 and Rule no. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014.

7. LISTING OF SHARES

Your Company''s shares are listed on the BSE Limited & Ahmedabad Stock Exchange Limited. The Company has paid the listing fees for the year 2013-2014 to BSE Ltd.

8. CORPORATE GOVERNANCE

Your company has implemented all the mandatory requirements pursuant to Clause 49 of the Listing Agreement. A separate report on Corporate Governance is given as a part of the Annual Report along with the certificate received from the Statutory Auditors M/s. Amar Bafna & Associates, Chartered Accountants, confirming the compliance.

9. PUBLIC DEPOSITS

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975.

10. CORPORATE SOCIAL RESPONSIBILITY

As a socially responsible Company, your Company has a strong sense of community responsibility. As its operations have expanded, your Company has retained a collective focus on the various areas of corporate sustainability that impact people, environment and the society at large. Founded on the philosophy that society is not just another stakeholder in its business, but the prime purpose of it, the Company, across its various operations is committed to making a positive contribution.

As a policy, your Company promotes and encourages economic and social development within its communities while providing active support to local initiatives for upliftment

11. PARTICULARS OF EMPLOYEES

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under 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. Hence, no particulars are required to be disclosed in this Report.

12. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr. JITEN SUSHIL CHOKSEY ( DIN No.) 00342706) Director retire by rotation and being eligible offer themselves for re-appointment. Directors recommend his re-appointment

As per Section 149(4) of the Companies Act, 2013, which came into effect from April 1, 2014, every listed company is required to have at least one-third of the total number of Directors as Independent Directors. Accordingly, resolution proposing appointment of SUBHASH ARJUN MAYKER, OMPRAKASH CHHOTELAL YADAV & KAMLESHKUMAR DUBEY forms part of the Notice of the Annual General Meeting and the Company has received requisite notices in writing under Section 160 of the Companies Act, 2013

The Company has received declarations from all the Independents Directors of the Company confirming that they meet with the criteria of Independents as prescribed both under sub-section(6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Board of Directors of your Company with deep sense of regret wish to put on record the sudden & sad demise of SUSHIL DIPCHAND CHOKSEY the Promoter Director of your Company on 15th September, 2014. Your Company will always follow the foot steps set by him & the business ethics followed by him in the years to come. May his soul rest in peace.

13. KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Companies Act, 2013, your Company is required to appoint Key Managerial Personnel. Accordingly, your Company has appointed its Key Managerial Personnel viz., Based on the recommendation of the Nomination & Remuneration Committee JITEN SUSHIL CHOKSEY (DIN No. 00342706) was appointed as a Whole time Director designated as Managing Director w.e.f. 1st April, 2014 for a period of Three Years by the Board of Directors at their Meeting held on 30th May, 2014 subject to the approval of Members at the forth coming Annual General Meeting

14. AUDITORS:

M/s Amar Bafna & Associates, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible to offer themselves for re-appointment. A letter under Section 141(3) (g) of the Companies Act, 2013 regarding their eligibility for the proposed appointment has been obtained from them. Your Directors recommend their appointment.

15. AUDITORS'' REPORT

Comments made by the Statutory Auditors in the Auditors'' Report are self explanatory & do not call for further explanation.

16. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and same as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. 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, 2014 and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

17. ACKNOWLEDGEMENTS

We take this opportunity to thank the employees for their dedicated service and contribution towards the growth of the Company. We also thank the Financial Institutions, Banks, Customers and the Shareholders for their continued support towards the conduct of the Company.

By the order of the Board of Directors For Kumar Wire Cloth Manufacturing Co. Ltd.



PLACE: MUMBAI JITEN CHOKSEY DATE: 21/11/2014 CHAIRMAN


Mar 31, 2010

The Directors hereby present the Twenty Eighth Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2010

FINANCIAL HIGHLIGHTS:

Year ended Year ended 31-03-2010 31-03-2009 (Amt in Rs.) (Amt in Rs.)

Profit before Interest & Depreciation (207933) (403626)

Less: Interest NIL NIL

Profit before Depreciation (207933) (403626)

Less: Depreciation (1241949) (1423478)

ProfitALoss) before Tax (1449882) (1827104)

Less: Provision for Tax (211494) (2035143)

Net Profit/(Loss) after Tax (1238388) (3862247)

Profit /(Loss) b/f from Previous year(105856793) (101994546)

Profit/(Loss) carried to Balance Sheet (107095181) (105856793)

DIVIDEND:

The Board do not recommend any dividend for the year under review, in view of losses incurred by the company.

DIRECTORS

In accordance with the provision of the Companies Act, 1956 and Articles of Association of the Company, MR. SUSHIL CHOKSEY and MR. SUBHASH MAYEKAR retire by rotation and are being eligible offer themselves for re-appointment.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement following have been made a part of the Annual Report:

- Management discussion and Analysis

- Corporate Governance Report

- Auditors Certificate regarding compliance of conditions of the Corporate Governance

- Declaration on compliance with code of Conduct.

DISCLOSURE UNDER THE STOCK EXCHANGE LISTING AGREEMENT:

In accordance with the amended Listing Agreement with respective Stock Exchanges, it is hereby confirmed that the Companys Shares are listed at the Bombay Stock Exchange Limited and Ahmedabad Stock Exchange Limited.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS:

Your Company has received a letter from J. H. Ghumara & CO., Chartered Accountants, Mumbai the retiring Auditors of the Company expressing their unwillingness to seek re-election for the Financial Year 2010-2011 at the forthcoming Annual General Meeting.

In view of the same the Board of Directors of your Company had a discussion with Amar Bafna & Associates, Chartered Accountants, Mumbai to be appointed as Statutory Auditors of the Company for the Financial Year 2010-2011 subject to approval of Shareholders in the forthcoming Annual General Meeting and they have already furnished their eligibility Certificate under Section 224 (1B) of the Companies Act, 1956 alongwith a Peer Review Certificate issued to the said Firm by the Peer Review Board of the ICAI.

AUDITORS REPORT

The comments and remarks from Auditors are self explanatory and do not call for any further clarification.

SECRETARIAL COMPLIANCE REPORT:

Secretarial Compliance Report pursuant to Section 383A of the Companies Act, 1956 as issued by Company Secretary in Whole time in Practice is enclosedherewith.

PARTICULARS OF EMPLOYEES:

The Company has no employees of the specified categories under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended upto date.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

Particulars of conservation of energy, Technology Absorption and Foreign Exchange earnings and out go pursuant to section 217(1) (e) of the Companies Act. 1956, read with the rules there under is given in the Annexure - A to this report.

DIRECTORS RESPONSIBILITY STATEMENTS (Pursuant to Section 217 (2AA) of Companies Act, 1956):

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

(ii) that 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 the profit or loss of the company for that period.

(iii)that 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 tor preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts on a going concern basis.

APPRECIATION:The Board of Directors wishes to place on record its sincere appreciation for due co- operation received from the Companys Bankers and others for their continued support and co-operation.

By order of the Board of Directors For Kumar Wire Cloth Manufacturing Co. Ltd.

Place : Mumbai JITEN CHOKSEY

Date : 22nd July 2010 (Chairman)


Mar 31, 2009

The Directors have pleasure in presenting the 27,h Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2009.

SUMMARISED FINANACIAL RESULTS:

(Rs. in Lacs)

Year ended Year ended 31-03-2009 31.03.2008

Profit before Interest & Depreciation (4.03) (1.76)

Less: Interest Nil Nil

Profit before Depreciation (4.03) (1.76)

Less: Depreciation (14.23) (16.75)

ProfitALoss) before Tax (18.27) (18.51)

Less: Provision for Tax (20.35) (1.74)

Net Profit /(Loss) after Tax (38.62) (20.25)

Profit/(Loss) b/f from Previous year (1019.94) (999.69)

ProfitALoss) carried to Balance Sheet (1058.56) (1019.94)



DIVIDEND:

The Board do not recommend any dividend for the year under review, in view of losses incurred by the company.

DIRECTORS

In accordance with the provision of the Companies Act, 1956 and Articles of Association of the company, Mr.Kamleshkumar Dubey and Mr.Jiten Sushil Choksey retire by rotation and are being eligible offer themselves for re-appointment.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement, a separate report on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance are annexed to the Directors Report.

DISCLOSURE UNDER THE STOCK EXCHANGE LISTING AGREEMENT:

In accordance with the amended Listing Agreement with respective Stock Exchanges, it is hereby confirmed that the Companys Shares are listed at the Bombay Stock Exchange Limited and Ahmedabad Stock Exchange Limited.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975.

INSURANCE:

The Assets of the Company are fully and adequately insured for all risks.

AUDITORS:

M/s. J. H. Ghumara & Co. Chartered Accountants, Mumbai, Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible offer themselves for re-appointment.

AUDITORS REPORT

Auditors Report are self explanatory and do not call for any further clarification.

SECRETARIAL COMPLIANCE REPORT:

Secretarial Compliance Report pursuant to Section 383A of the Companies Act, 1956 as issued by Company Secretary in Whole time in Practice is enclosed herewith.

PARTICULARS OF EMPLOYEES:

The Company has no employees of the specified categories under Section 217 (2 A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended upto date.

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

Particulars of conservation of energy, Technology Absorption and Foreign Exchange earnings and out go pursuant to section 217(1) (e) of the Companies Act. 1956, read with the rules there under is given in the Annexure - A to this report.

DIRECTORS RESPONSIBILITY STATEMENTS (Pursuant to Section 217 (2AA) of Companies Act, 1956):

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

(ii) that 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 the profit or loss of the company for that period.

(iii) that 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;

(iv) that the directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT:

The Board of Directors wishes to place on record its sincere appreciation for due co-operation received from the Companys Bankers. The Directors are also thankful to the employees at all levels for their continued support.



For and on behalf of the Board of Director

Place : Mumbai JITEN CHOKSEY

Date : 31/08/2009. (Chairman)

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