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Directors Report of Maharaja Shree Umaid Mills Ltd. Company
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Directors Report of Maharaja Shree Umaid Mills Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure to present the 75th Annual Report together with the Audited Financial Statements of the Company for the year ended on 31st March 2015.

1. FINANCIAL RESULTS

The Financial Results are given hereunder: (Rs. in Lacs) Year Year

Particulars ended on ended on 31.03.2015 31.03.2014

Total Revenue 48762 47858

Gross Profit before depreciation & amortisation expense and finance cost 1583 6828

Finance Cost 2492 2201

Cash Profit/(Loss) before taxes (909) 4627

Depreciation & Amortisation Expense 2574 2980

Profit/(Loss) before Extraordinary Items (3483) 1647

Extraordinary & Exceptional Items 111 818

Profit/(Loss) before taxes (3372) 2465

Provision for taxes 46 494

Profit/(Loss) after tax for the period (3418) 1971

Balance brought forward from previous year 10839 9171

Depreciation adjustment as per Note 7(b) of Schedule II of the Companies Act, 2013 17 -

Profit available for appropriation 7404 11142

Appropriations:

Proposed Dividend - 259

Tax on Proposed Dividend - 44

Transferred to General Reserve - -

Balance carried to Balance Sheet 7404 10839

2. BUSINESS

During the year, your Company's turnover was marginally higher compared to previous Financial Year.Fabric Processing Plant commissioned during 2013-14could not operate consistently throughout the year due to operational bottlenecks. However, efforts are being made for producing and selling for more value added product i.e. Lycra and Linen to fetch better Unit Value Realisation (UVR). The project expansion of existing Poplin segment was completed in the month of March, 2015 by installing 72 Toyota make Airjet Looms. This is a Strategic investment and will help in modernising our Poplin Weaving Plants & resulting in better quality of Fabrics & lower value & manufacturing cost.

3. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR AND FUTURE OUTLOOK

The Company's performance during the year was not satisfactory. It incurred Cash Loss of Rs. 9.09 Crores and Net Loss of Rs. 34.18 Crores in the year 2014-15 as against Cash Profit of Rs. 46.27Crores and Net Profit of Rs. 19.71 Crores for the year 2013-14. The main reason of such adverse performance was higher cost of manufacturing, poor UVR and low plant performance due to lesser availability of skilled manpower. The Peach finish machine and imported washing range has also been installed during the year in the Suiting and Shirting segment to offer better products to our customers. Likewise, old machines, which were in production from ages and causing production troubles in the old processing section for poplin manufacturing, have also been replaced during the year to enhance the overall productivity with better operational efficiency in addition to installation of 20 TPH fluidised bed combustion steam boiler.

With all major investments on modernisation of Poplin plant, Debottlenecking of Fabric Processing Plants completed, the company is in a position to manufacture as per the rated capacity and sell quality fabrics( Both Poplin & Suiting & Shirting ) and substantially improve its performance .

4. DIVIDEND

Due to loss during the year under review, the Directors do not recommend any dividend for the Financial Year ended on 31st March, 2015.

5. SHARE CAPITAL

The Paid up Equity Share Capital of the Company as at 31st March, 2015 is Rs. 25.92 Crores. During the year under review, the company has not issued shares with differential voting rights nor has granted any stock options or sweat equity as on 31st March, 2015.

6. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of the business of the Company.

7. MATERIAL CHANGES AND COMMITMENTS

There are no material changes affecting the financial position of the company which have occurred in between the end of the financial year 2015 and the date of the report.

However Equity Shares of the Company have been delisted from BSE Limited and The Calcutta Stock Exchange Limited w.e.f. 02-02-2015 and 27-01-2015 respectively in accordance with the provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009.

The Company has become subsidiary of Placid Limited w.e.f. 05-01-2015due to acquisition of equity shares of the Company by Placid Limited in Exit Offer made in accordance with the provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009.

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

Kota Establishment has been under closure since 1985 & Honourable Supreme Court of India had upheld the closure during 2011. Subsequently, Government initiated steps for taking over part of the land & not strictly as per the laws of the Land. Company has challenged the decisions of the Government for taking over part of the land. Presently company's petition is pending before the Honourable High Court of Rajasthan.

9. PUBLIC DEPOSITS

There are no public deposits with the Company as at 31st March, 2015.

10. SUBSIDIARIES

During the year under review, the Company had only one Subsidiary MSUM TEXFAB LIMITED.

There has been no change in the number of subsidiaries or in the nature of business of the subsidiaries, during the year under review. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company consolidating its subsidiary company, which is forming part of the Annual Report. A statement containing salient features of the financial statements of the subsidiary company in Form AOC-1 is also attached to the Consolidated Financial Statement and forms part of the Annual Report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.msumindia.com. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary company may write to the Company Secretary at the Company's registered office.

11. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EARNING/ OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo required under the provision of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (accounts) Rules, 2014 is set out in the Annexure A to this Report.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The CSR Committee was constituted by the Board of Directors of the Company at its meeting held on May 29, 2014. The Annual Report on Corporate Social Responsibility (CSR) activities pursuant to clause (o) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 are given in the Annexure B to this Report. The Corporate Social Responsibility Policy is placed on the website of the Company at www.msumindia.com.

13. DIRECTORS

A) CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr Yogesh Bangur, director of the Company, who retires by rotation at the ensuing annual general meeting and being eligible, offers himself for re-appointment as director liable to retire by rotation. The Board recommends his re-appointment at the ensuing Annual General Meeting.

During the year under review, the Board of Directors have appointed Mr. Rajiv Kapasi as an Additional Director of the Company in the category of Independent Director with effect from October 30, 2014. Mr. Rajiv Kapasi holds office as Additional Director until the conclusion of the ensuing Annual General Meeting of the Company, and is eligible for appointment as Director .

In keeping with General Circular no. 14/ 2014 of Ministry of Corporate Affairs, the Company is required to appoint independent director as per the provisions of section 149 of Companies Act, 2013 read with the allied rules and schedules.

Your Company has received requisite notice in writing from a member proposing the appointment of Mr. Rajiv Kapasi, as an Independent Director for a term of 5 years not liable to retire by rotation. Based on the declaration received under section 149(7) of Companies Act, 2013 and the fact that Mr. Rajiv Kapasi is independent of management of the Company, the Board recommends the appointment of Mr. Rajiv Kapasi as an independent director under the provisions of Companies Act, 2013 and allied rules for a term of 5 years i.e. from ensuing Annual General meeting till the 80th Annual General Meeting of the Company, not liable to retire by rotation.

Mr. Govind Ram Agarwal resigned as an Independent Director with effect from 4th February, 2015. Mr. Swatantra Singh Kothari resigned as an Independent Director with effect from 3rd August, 2015. The Board places on record its warm appreciation for valuable guidance by them during their tenure.

B) DECLARATION BY INDEPENDENT DIRECTORS

The company has received declaration from the Independent Director(s) of the Company declaring that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

C) BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013, your Company has adopted the Remuneration Policy with comprehensive procedure on performance evaluation.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, ethics and compliances, financial reporting process and monitoring activities.

Performance parameters for the Board as a collective body, included parameters like qualification and diversity of Board members, method and criteria for selection of independent directors to ensure independence, availability, appropria- teness, clarity of understanding on risk scenarios faced by the Company, existence, sufficiency and appropriateness of policy on dealing with potential conflicts of interest, involvement of Board members in long - term strategic planning etc. Based on these criteria, the performance of the Board, various Board Committees, Chairman and Individual Directors (including Independent Directors) was found to be satisfactory.

Independent Directors have reviewed the performance of Board, its Committee, Chairman and individual Directors, in their separate held meeting without the participation of other Non-Independent Directors and members of management. Based on their review, the Independent Directors, hold an unanimous opinion that the Non-Independent Directors, including the Chairman to the Board are experts with sufficient knowledge in their respective field of activities.

14. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and decide on Company business policy and strategy apart from other Board business. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The notice of Board/Committee meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Kolkata. The Agenda of the Board / Committee meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the year under review, the Board met 5(five) times viz., on April 7, 2014, May 29, 2014, August 7, 2014, October 30, 2014, and February 4, 2015. The maximum interval between any two meetings did not exceed 120 days.

A separate meeting of Independent Directors of the Company has been also conducted on February 4, 2015.

15. COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees and also formed a Corporate Social Responsibility Committee. There are currently 4 (Four) Committees of the Board, as follows:

Audit Committee

Stakeholders Relationship Committee

Nomination and Remuneration Committee

Corporate Social Responsibility Committee

A) AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company comprises of two Independent Directors and one Non- Executive Director. The details are shown below:

1. Mr. Rajiv Kapasi, Independent Director - Chairman of the Committee

2. Mr. Amitav Kothari, Independent Director -Member

3. Mrs. Alka Devi Bangur, Non Executive Director - Member

The Company Secretary is Secretary of the Committee.

During the year under review, the Committee met 4(Four) times viz., on May 29, 2014, August 7, 2014, October 30, 2014 and February 4, 2015. The maximum interval between any two meetings did not exceed 120 days.

All the recommendations made by the Audit Committee during the year under review were accepted by the Board.

B) STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Board of Directors of the Company comprises of one Non-Executive Director, one Executive Director and one Independent Director. The details are shown below:

1. Mrs. Alka Devi Bangur, Non Executive Director - Chairman

2. Mr. Yogesh Bangur, Executive Director - Member

3. Mr. S.S.Kothari, Independent Director - Member

During the year under review, the Committee met 4(four) times viz., on May 29, 2014, August 7, 2014, October 30, 2014 and February 4, 2015. The maximum interval between any two meetings did not exceed 120 days.

C) NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board of Directors of the Company comprises of three Independent Directors. The details are shown below:

1. Mr. S.S.Kothari - Member

2. Mr. Amitav Kothari -Member

3. Mr C V Desai - Member

During the year under review, the Committee met 3(three) times viz., on April 7, 2014 ,May 29, 2014, and October 30, 2014. The maximum interval between any two meetings did not exceed 120 days.

The Extract from the Nomination and Remuneration Policy of the Company, is appended as Annexure C to this Report.

16. EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return for the Financial Year ended on March 31, 2015 in Form No. MGT - 9 is enclosed as Annexure D of this Report.

17. RISK MANAGEMENT

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks that may impact key business objectives of the Company.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. As on the date of the Report, the Board has not identified any risks which may threaten the existence of the Company.

18. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place internal financial control systems, commensurate with the size and complexity of its operations to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances. The internal auditor monitors and evaluates the efficacy and adequacy of the internal control systems in the Company. Based on the report of the internal auditor, respective departments undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

19. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Board of Directors of the Company has established a Vigil Mechanism for Directors and employees and adopted the Whistle Blower Policy in terms of Section 177 of the Companies Act, 2013 to report concerns about unethical behaviour, wrongful conduct and violation of Company's Code of conduct or ethics policy. The Whistle Blower Policy has also been posted on the website of the Company viz., www.msumindia.com.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans, guarantees or investments covered under section 186 of the Companies Act, 2013 are given in the notes to financial statements.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts or arrangements or transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis and are reviewed by the Audit Committee of the Board.

During the year under review, the Company has not entered into contracts or arrangements or transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, no transactions are reported in Form no. AOC - 2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts), Rules, 2014.

The Policy on Related Party transactions as approved by the Board has been posted on the website of the Company viz., www.msumindia.com.

22. STATUTORY AUDITORS

M/s BD Gargieya & Co., Chartered Accountants (Firm Regn. No.: 001072C) who are the Statutory Auditors of the Company, hold office, in accordance with the provisions of the Companies Act, 2013 upto the conclusion of the forthcoming Annual General Meeting and term for reappointment has expired pursuant to the provisions of section 139 of the Companies Act, 2013.

The Company has received letter from M/s Singhi & Co., Chartered Accountants (Firm Regn. No.: 302049E) giving their consent to act as Auditors of the Company and a certificate stating that their appointment, if made, would be in compliance with sections 139 and 141 of the Companies Act, 2013 and allied rules framed thereunder. Your Directors recommend their appointment for a term of five years i.e. from the conclusion of the ensuing Annual General Meeting till the conclusion of the 80thAnnual General Meeting of the Company and also request to fix their remuneration.

23. AUDITORS' REPORT

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and, therefore, do not call for further clarification.

24. COST AUDIT

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost accounting records maintained by the Company in respect of Textile Unit are required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed K G Goyal & Associates, Cost Accountants, to audit the cost accounting records of Textile Unit for the Financial Year 2015-16 on a consolidated remuneration of Rs. 35,000/- (excluding applicable taxes). As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before members in a general meeting for their ratification. Accordingly a resolution seeking member's ratification for the remuneration payable to K G Goyal & Associates, Cost Auditors, is included in the notice Convening Annual General Meeting of the Company.

25. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (appointment of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s Vinod Kothari & Co, Practising Company Secretaries, to conduct the Secretarial Audit and their Report on Company's Secretarial Audit is appended to this Report as

Annexure E.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Secretarial Auditor in the enclosed Secretarial Audit Report for the year under review.

26. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(a) that in the preparation of the Annual Accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2015 and of the Loss of the company for the year ended on that date;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the annual accounts have been prepared on a going concern basis;

(e) that proper internal financial controls are in place to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

(f) that proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems areadequate and operating effectively.

27. DISCLOSURES UNDER SEXUAL

HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company is committed to provide a safe & conducive work environment to its employees and has formulated Policy for Prevention of Sexual Harassment to prohibit, prevent or deter any act of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment, thereby providing a safe and healthy work environment. During the year under review, no case of sexual harassment was reported.

28. ACKNOWLEDGEMENT

The Directors express their gratitude to Financial Institutions, Banks and various other agencies for the co-operation extended to the Company. The Directors also take this opportunity to thank all business associates and all stakeholders for the confidence reposed by them in the Company. The Directors place on records their sincere appreciation to employees of the Company for their unstinted commitment and continued contribution to the Company and hope that they will maintain their commitment to excel in the time to come.

For and on behalf of the Board

Kolkata LN Bangur

August 03, 2015 Chairman & Managing Director


Mar 31, 2014

Dear Shareholders,

The Directors have pleasure to present the 74th Annual Report together with the Audited Accounts of the Company for the year ended on 31st March 2014.

The Financial Results are given hereunder:

(Rs. in Lacs)

Particulars Year Year ended on ended on 31.03.2014 31.03.2013

Total Revenue 47858 51103

Gross Profit before depreciation & amortisation expense and finance cost 6834 7926

Finance Cost 2201 1003

Cash Profit before taxes 4633 6923

Depreciation & Amortisation Expense 2980 2101

Profit before Extraordinary Items 1653 4822

Extraordinary & Exceptional Items 818 -

Profit before taxes 2471 4822

Provision for taxes 500 1554

Profit after tax for the period 1971 3268

Balance brought forward from previous year 9171 48927

Tax adjustments for earlier years (net) - 997

Transfer to Kiran Vyapar Ltd - (42763)

Profit available for appropriation 11142 10429

Appropriations

Proposed Dividend 259 648

Tax on Proposed Dividend 44 110

Transferred to General Reserve - 500

Balance carried to Balance Sheet 10839 9171

BUSINESS

During the year, your Company''s turnover was marginally lower by 6 % compared to turnover for the year ended March 31, 2013. New 96 loom Airjet Fabrics plant which was commissioned in late 2013 had satisfactorily run for full 12 months of current year.

During the year Fabric Processing plant was commissioned & sale of processed fabrics had commenced. The market response has been positive with large fabric consumers expressing interests in our new Product. Poplin Fabrics continued to receive overwhelming market support.

DIVIDEND

Your Directors are pleased to recommend payment of Re.1.00 per equity share (previous year: Rs. 2.50) for the year ended on 31st March 2014 on the fully paid up shares of Rs 10 each. The total outgo would be to the tune of Rs. 303 lacs (previous year: Rs. 758 lacs) including Corporate Dividend Tax.

NEW BUSINESS DEVELOPMENT

Apart from commissioning of New Fabric Processing Plant, modernisation of existing Processing Plant of Poplin with enhanced capacity in the form Continuous Bleaching Range (CBR) was pursued. Your company had successfully commissioned Zero Discharge Effluent Treatment Plant meeting environment norms.

SCHEME OF ARRANGEMENT

The Honourable High Court at Calcutta by its order dated August 21, 2013 had approved the Scheme of Arrangement between the Company and Kiran Vyapar Limited. The Scheme became effective from September 24, 2013 on filing the copy of the order with Registrar of Companies, West Bengal and subsequently the assets and liabilities of the erstwhile investment division have been transferred and vested with Kiran Vyapar Limited with effect from April 1, 2012, the appointed date, on going concern basis. Accordingly, the financial results of the Company for the previous year have been re-casted to effect acceptance of the Hon,ble High Court Order.

SUBSIDIARIES

During the year under review, the Company had only one Subsidiary MSUM TEXFAB LIMITED. Pursuant to the Scheme of Arrangement approved by the Hon''ble High Court at Calcutta erstwhile Investment Division of the Company was transferred to and vested with Kiran Vyapar Limited and subsequently company''s investment in Iota Mtech Limited was transferred to Kiran Vyapar Limited & consequently Iota Mtech Limited and Kiran Vyapar Limited ceases to be a subsidiary of the Company. In accordance with the general circular no. 2/2011 issued by the Ministry of Corporate Affairs, Government of India on February 8, 2011, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary company are not being attached with the Balance Sheet of the Company. The requisite financial information of the subsidiary company is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary company and the related detailed information on demand to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company.

KOTA ESTABLISHMENT

Kota Establishment has been under closure since 1985 & Honourable Supreme Court of India had upheld the closure during 2011. Subsequently Government initiated steps for taking over part of the land & not strictly as per the laws of the Land. Company has challenged the decisions of the Government for taking over part of the land. Presently company''s petition is pending before the Honourable High Court of Rajasthan.

MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with clause 49 of the Equity Listing Agreement, the detailed analysis is appended herewith and forms part of the Directors'' report.

CORPORATE GOVERNANCE

A compliance report on Corporate Governance has been annexed as part of the Annual Report along with Auditors'' Certificate in compliance with Clause 49 of the Listing Agreement with the Stock Exchanges.

DELISTING OF THE EQUITY SHARES

The equity shares of your Company are listed at the BSE Limited and The Calcutta Stock Exchange Limited. The annual listing fees have been paid to these Stock Exchanges. Further, by way of resolution passed on July 31, 2014, you had given your consent to the delisting of the equity shares of the Company from BSE Limited and the Calcutta Stock Exchange Limited by way of postal ballot. The Company has initiated steps in this regard under the provisions of SEBI (Delisting of Equity Shares) Regulations, 2009.

DIRECTORS

Mrs. Alka Devi Bangur, Director of the Company, retires by rotation at the ensuing annual general meeting and being eligible, offers herself for re-appointment liable to retire by rotation. The Board recommends her re-appointment at the ensuing Annual General Meeting.

Mr. Govind Sharda resigned as Executive Director and he was relieved from the services of the Company with effect from 1st April, 2014. The Board places on record its warm appreciation for services rendered by him during his tenure.

Your Company presently has 4 independent directors on Board, liable to retire by rotation being Mr. Chandravadan Desai, Mr. Amitav Kothari, Mr. SS Kothari and Mr. GR Agarwal who have been holding office in the Company as per the requirements of Equity Listing Agreement. All the independent directors of the Company are liable to retire by rotation.

In keeping with General Circular no. 14/2014 of Ministry of Corporate Affairs, the Company is required to appoint all its independent directors as per the provisions of section 149 of Companies Act, 2013 read with the allied rules. Your Company has received requisite notices in writing from members proposing the appointment of Mr. Chandravadan Desai, Mr. Amitav Kothari, Mr. SS Kothari and Mr. GR Agarwal as independent directors for a term of 5 years not liable to retire by rotation. Based on the declarations received under section 149(7) of Companies Act, 2013 and the fact that the directors are independent of management of the Company, the Board recommends the appointment of each of its independent director under the provisions of Companies Act, 2013 and allied rules for a term of 5 years i.e. from ensuing Annual General meeting till the 79th Annual General Meeting of the Company, not liable to retire by rotation. Based on declarations received, none of the directors of the Company are disqualified under the provisions of section 164(2) of Companies Act, 2013.

PUBLIC DEPOSITS

There are no public deposits with the Company.

PARTICULARS OF EMPLOYEES

Particulars of employees under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are required to be set out in Annexure to this Report. However, as per the provisions of Section 219(1)(b)(iv) of the

Companies Act, 1956, the Report and the accounts are being sent to all the members of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EARNING/OUTGO

The information required under the provision of section 217(1)(e) of the Companies Act is set out in the annexure to the Directors'' Report.

AUDITORS AND THEIR REPORT

M/s BD Gargieya & Co., Chartered Accountants (Firm Regn. No.: 001072C) who are the Statutory Auditors of the Company, hold office, in accordance with the provisions of the Companies Act, 1956 upto the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re- appointment. The Company has received letter from them giving their consent to act as Auditors of the Company and a certificate stating that their re- appointment, if made, would be in compliance with sections 139, 141 of the Companies Act, 2013 and allied rules framed thereunder. Your Directors recommend their re-appointment for a term of one year i.e. from the conclusion of the ensuing annual general meeting till the conclusion of the next annual general meeting of the Company and also request to fix their remuneration.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and, therefore, do not call for further clarification.

CEO AND CFO CERTIFICATION

Pursuant to Clause 49 of the Listing Agreement, the CEO and CFO certification is attached with the Annual Report.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The Chairman & Managing Director of the Company has given a declaration that all Directors and Senior Management Personnel concerned affirmed compliance with the code of conduct with reference to the year ended on March 31, 2014. Declaration is attached with the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based upon the representations received from the Operating Management, confirm that:

i. in the preparation of the Annual Accounts for the year ended on 31st March, 2014, the applicable accounting standards have been followed and there has been no material departure;

ii. appropriate accounting policies have been selected by them and applied the same consistently and made judgements 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 its profits for the year ending on that date;

iii. proper and sufficient care has been taken by them 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. the Annual Accounts for the year ended on 31st March, 2014 have been prepared by them on a going concern basis.

ACKNOWLEDGEMENT

The Directors express their gratitude to Financial Institutions, Banks and various other agencies for the co-operation extended to the Company. The Directors also take this opportunity to thank all business associates for the confidence reposed by them in the Company. The employees of the Company have contributed significantly to achieve the financial performance. The Directors take this opportunity of thanking them and hope that they will maintain their commitment to excel in the time to come.

For and on behalf of the Board

Kolkata LN Bangur

August 7, 2014 Chairman & Managing Director


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure to present the 73rd Annual Report together with the Audited Accounts of the Company for the year ended on 31st March 2013.

The Financial Results are given hereunder :

(Rs. in Lacs)

Year Year Particulars ended on ended on 31-0&2013 31.03.2012

Total Revenue 52936.10 44490.88

Gross Profit before Depreciation & Amortisation Expense '' and Finance Cost 9187.08 2778.06

Finance Cost 100286 220.35

Cash Profit before taxes 818422 2557.71

Depreciations

Amortisation Expense 2100.92 1171.70

Profit before Extraordinary Items 6083.30 1386.01

Extraordinary Items 50133.28

Profit before taxes 6083.30 51519.29

Provision for taxes 16645 10615.69

Profit after tax for the period 44185 40903.60

Balance brought forward from previous year 427.28 14530.30 Tax adjustments for earlieryears(net) 99742 (0.38)

Provision for diminution in the value of investments w/back

Profit available for appropriation 54343.35 55433.52

Appropriations

Proposed Dividend 64810 1296.00

Tax on Proposed Dividend 11 210.24

Transferred to General Reserve 500.00 5000.00

Balance carried to Balance Sheet 530822 48927.28

BUSINESS

During the year, your Company has entered into the league of Rs 500 Crore turnover textile players, with a significant shift in the business mix of yarn and fabrics. The growth in sales by 20% over the last year with larger share of value added products signifies the inherent strength of the Company for future growth.

DIVIDEND

Your Directors are pleased to recommend payment of Rs.2.50 per equity share (previous year: Rs. 5.00) for the year ended on 31st March 2013 on the fully paid up shares of Rs 10 each. The total outgo would be to the tune of Rs. 758.13 lacs (previous year: Rs. 1506.24 lacs) including Corporate Dividend Tax.

NEW BUSINESS DEVELOPMENT

Your Company has commissioned the first part of its project expansion cum modernisation program during the year while the second part of the project is expected to be commissioned in the first half of the following financial year. The balanced financial benefits would be visible from the second half of the following financial year.

SCHEME OF RE-ARRANGEMENT

The Board of Directors of the Company at its meeting held on 14th August, 2012 had approved Scheme of Arrangement U/s.391 to 394 of the Companies Act, 1956 between Kiran Vyapar Ltd. and the Company and their respective shareholders whereby "Investment Division" of the Company is to be transferred to and vested with Kiran Vyapar Ltd. by way of Demerger. The said Scheme of Arrangement has been approved by the shareholders of both the companies in their respective meetings held on 13th February, 2013.

An Application has already been submitted with Hon''ble High Court at Calcutta for its sanction.

The Scheme as and when sanctioned by the Hon''ble High Court at Calcutta will be binding with effect from the 1st day of April, 2012 or from such other date as the Hon''ble High Court may fix.

SUBSIDIARIES

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

MANAGEMENT DISCUSSION AND ANALYSIS

The detailed analysis is appended herewith and form part of the Directors'' report.

CORPORATE GOVERNANCE

A compliance report on Corporate Governance has been annexed as part of the Annual Report along with Auditors'' Certificate in compliance with Clause 49 of the Listing Agreement with the Stock Exchanges.

LISTING / DELISTING OF THE EQUITY SHARES

The equity shares of your Company are listed at the Bombay Stock Exchange and the Calcutta Stock Exchange. The annual listing fees have been paid to these Stock Exchanges and there is no intent of the management to delist the shares from either of the Stock Exchanges.

DIRECTORS

Mrs. Alka Bangur and Mr. Amitav Kothari retire by rotation and being eligible, offer themselves for re- appointment. The Board recommends their appointment at the ensuing Annual General Meeting.

PUBLIC DEPOSITS

There are no public deposits with the Company.

PARTICULARS OF EMPLOYEES

Particulars of employees under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are required to be set out in Annexure to this Report. However, as per the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Report and the accounts are being sent to all the members of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EARNING/OUTGO

The information required under the provision of section 217(1)(e) of the Companies Act is set out in the annexure to the Directors'' Report.

AUDITORS

M/s BD Gargieya & Co., Chartered Accountants (FRN : 001072C) who are the Statutory Auditors of the Company, hold office, in accordance with the provisions of the Companies Act, 1956 upto the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re- appointment. The Company has received letter from them giving their consent to act as Auditors of the Company and stating that their re-appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956. Your Directors recommend their re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based upon the representations received from the Operating Management, confirm that:

i. in the preparation of the Annual Accounts for the year ending on 31st March 2013, the applicable accounting standards have been followed and there has been no material departure;

ii. appropriate accounting policies have been selected by them and applied the same consistently and made judgements 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 2013 and of its profits for the year ending on that date;

iii. proper and sufficient care has been taken by them 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. the Annual Accounts for the period ended on 31st March 2013 have been prepared by them on a going concern basis.

ACKNOWLEDGEMENT

The Directors express their gratitude to Financial Institutions, Banks and various other agencies for the co-operation extended to the Company. The Directors also take this opportunity to thank all business associates for the confidence reposed by them in the Company. The employees of the Company have contributed significantly to achieve the financial performance. The Directors take this opportunity of thanking them and hope that they will maintain their commitment to excel in the time to come.

For and on behalf of the Board Kolkata LN Bangur

May 27, 2013 Chairman and Mg. Director


Mar 31, 2012

The Directors have pleasure to present the 72nd Annual Report together with the Audited Accounts of the Company for the year ended on 31st March 2012. The Financial Results are given hereunder :

(Rs. in Lacs) Year Year Particulars ended on ended on 31.03.2012 31.03.2011

Total Revenue 42521.20 43142.79

Gross Profit before Depreciation & Amortisation Expenses and Finance Cost 2778.06 5203.26

Finance Cost 220.35 536.40

Cash Profit before taxes 2557.71 4666.86

Depreciation 1171.70 1196.34

Profit before Extraordinary Items 1386.01 3470.52

Extraordinary Items 50133.28 15400.34

Profit before taxes 51519.29 18870.86

Provision for taxes 10615.69 3514.60

Profit after tax for the period 40903.60 15356.26

Balance brought forward from previous year 14530.30 1521.69

Tax adjustments for earlier years (net) (0.38) 0.33

Provision for diminution in the value of investments w/back - 155.77

Profit available for appropriation 55433.52 17034.05

Appropriations

Proposed Dividend 1296.00 432.00

Tax on Proposed Dividend 210.24 71.75

Transferred to General Reserve 5000.00 2000.00

Balance carried to Balance Sheet 48927.28 14530.30

BUSINESS

Owing to contrasting policy decisions taken by the authorities the cotton textile sector had a lacklustre performance for the financial year ended 31st March 2012. The turnover was marginally impacted adversely due to uncertainties created by policy decisions.

During such testing time, your Company made a significant growth in value added products by introduction of multiple additions to the existing range of products / segments.

DIVIDEND

Your Directors are pleased to recommend payment of Rs.5.00 per equity share (previous year: Rs. 5.00) for the year ended on 31st March 2012 on the fully paid up shares of Rs 10 each. The total outgo would be to the tune of Rs. 1506.24 lacs (previous year: Rs. 503.75 lacs) including Corporate Dividend Tax.

NEW BUSINESS DEVELOPMENT

Your Company has already taken initiatives to move up in the textile value chain. Major capital items' orders and requisite infrastructure creation is under execution. The project is expected to be commissioned during the current financial year. The project is expected to cement Company's position in value added segment.

SALE OF SHAREHOLDING IN ERSTWHILE GROUP COMPANY

During the year, your Company disposed off whole of its investments in another Group Company, namely, The Andhra Pradesh Paper Mills Ltd., pursuant to the agreement entered into with the buyers on 29th March 2011. The amount so realised has been shown under the head of Extra Ordinary Items.

SCHEME OF RE-ARRANGEMENT

With the changes in the statutes over the period of time, and the opportunities offered by them, the Company is in the process of re-visiting the scheme for seeking requisite approvals. The scheme of arrangement filed with the Stock Exchange authorities have been withdrawn.

SUBSIDIARIES

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

During the year, your Company has acquired 100% equity of Kiran Vyapar (P) Ltd., a strategic investment.

MANAGEMENT DISCUSSION AND ANALYSIS

The detailed analysis is appended herewith and form part of the Directors' report.

CORPORATE GOVERNANCE

A compliance report on Corporate Governance has been annexed as part of the Annual Report along with Auditors' Certificate in compliance with Clause 49 of the Listing Agreement with the Stock Exchanges.

LISTING / DELISTING OF THE EQUITY SHARES

The equity shares of your Company are listed at the Bombay Stock Exchange and the Calcutta Stock Exchange. The annual listing fees have been paid to these Stock Exchanges and there is no intent of the management to delist the shares from either of the Stock Exchanges.

DIRECTORS

Shri SS Kothari and Shri CV Desai retire by rotation and being eligible, offer themselves for re- appointment. The Board recommends their appointment at the ensuing Annual General Meeting.

PUBLIC DEPOSITS

There are no public deposits with the Company.

PARTICULARS OF EMPLOYEES

Particulars of employees under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are required to be set out in Annexure to this Report. However, as per the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Report and the accounts are being sent to all the members of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EARNING/OUTGO

The information required under the provision of section 217(1)(e) of the Companies Act is set out in the annexure to the Directors' Report.

AUDITORS

M/s BD Gargieya& Co., Chartered Accountants (Firm Regn. No.: 001072C) who are the Statutory Auditors of the Company, hold office, in accordance with the provisions of the Companies Act, 1956 upto the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received letter from them giving their consent to act as Auditors of the Company and stating that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Your Directors recommend their re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based upon the representations received from the Operating Management, confirm that:

i. in the preparation of the Annual Accounts for the year ending on 31st March 2012, the applicable accounting standards have been followed and there has been no material departure;

ii. appropriate accounting policies have been selected by them and applied the same consistently and made judgements 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 2012 and of its profits for the year ending on that date;

iii. proper and sufficient care has been taken by them 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. the Annual Accounts for the period ended on 31st March 2012 have been prepared by them on a going concern basis.

ACKNOWLEDGEMENT

The Directors express their gratitude to Financial Institutions, Banks and various other agencies for the co-operation extended to the Company. The Directors also take this opportunity to thank all business associates for the confidence reposed by them in the Company. The employees of the Company have contributed significantly to achieve the financial performance. The Directors take this opportunity of thanking them and hope that they will maintain their commitment to excel in the time to come.

For and on behalf of the Board

Kolkata LN Bangur

May 29, 2012 Chairman and Mg. Director


Mar 31, 2011

Dear Shareholders,

The directors have pleasure to presen the 71st Annual report ogeher with the Audied Accounts of the Company for the year ended on 31 st March, 2011.

The Financial Results are given hereunder:

(Rs. in Lacs)

Particulars Year Year

ended on ended on

31.03.2011 31.03.2010

Net Sales/Income 43142.79 31952.50

Gross profit before

depreciation and interest 5203.26 2910.40

Interest 536.40 611.99

Cash profit before taxes 4666.86 2298.41

Depreciation 1196.34 1185.16

profit before exceptional Items 3470.52 1113.25

exceptional/ non-operating Items 15400.34 799.74

profit before taxes 18870.86 1912.99

Provision for taxes 3514.60 457.48

profit after tax for the period 15356.26 1455.51

Balance brought forward

from previous year 1521.69 796.97

Tax Adjustments for earlier

years (net) 0.33 21.92

Provision for diminution in the

value of investments w/back 155.77 -

profit available for

appropriation 17034.05 2274.40

Appropriations

Proposed Dividend 432.00 216.00

Tax on Proposed Dividend 71.75 36.71

transferred to General Reserve 2000.00 500.00

Balance carried to Balance Sheet 14530.30 1521.69

BUSINESS

Owing to bullish market conditions prevalen ill March 2011, the urnover increased by 35% in value terms during the year with a disproporionae change in the sales volume of both yarn and fabric. The increase in value is largely consequen upon the spur in the prices of the basic raw material, i.e. cotton owing to different regulaory policy decisions taken a different points of time.

During the year, your Company made a successful venturing ino the rading activities for the fabrics segment as es marketing before launching new products with the business expansion.

DIVIDEND

Your directors are pleased to recommend payment of Rs.5.00 per equity share (previous year: Rs. 2.50) for the year ended on 31s March 2011 on the fully paid up shares of Rs 10 each. The oal outgo would be to the une of Rs. 503.75 lacs (previous year: Rs. 252.71 lacs) including Corporate Dividend Tax. The Company inends to save resources in view of planned expansion/upgradation of is manufacturing capabilities.

NEW BUSINESS DEVELOPMENT

Your Company has already taken initiatives to move up in the exile value chain. Having compleed the first phase of modernisation cum expansion plan, the Company has already done financial closure for the second phase of expansion cum modernisation to cement is position in the higher value added fabrics. The major capital expenditure orders are in the process of finalisation.

SALE OF ASSETS

During the year, your Company disposed off a part of is assestt located a Jaipur, namely, land and building. The sale proceeds have been reported in the financial statements as part of the exceptional items / non- operating items.

SCHEME OF RETARRANGEMENT

In line with the SEBI directives on the subject, the promoter group has reduced is holding in the Company below the hreshold norm of 75% to meet the preliminary requisies of implementation of the scheme of retarrangement.

with the changes in the saues over the period of time, and the opporunities offered by them, the Company is in the process of retvisitting the scheme for seeking requisite approvals.

INVESTMENT IN ASSOCIATE COMPANIES

During the year, your Company has acquired 100% equityof loa Mech Privae Ld, a sraegic Investment. During the year, your Company, alongwith is affiliates has entered ino an agreement for sale of is entire shareholding in the Andhra Pradesh Paper Mills to IP Holding Asia Singapore PTE. Ld, an affiliate of International Paper Company, USA. The sale is subject to receipt of requisite approvals and other conditions.

Exclusivity fees received pursuant to the above transaction has been reportted in the financial statements under the head of exceptional items / non-operating items.

management DISCUSSION AND ANALYSIS

The deailed analysis is appended herewith and form part of the Directors' report.

CORPORATE GOVERNANCE

A compliance report on Corporate Governance has been annexed as part of the Annual report along with Auditors' certificate in compliance with Clause 49 of the Listing Agreement with the Stock Exchanges.

LISTING / DELISTING OF THE EQUITY SHARES

The equity shares of your Company are listed a the Bombay Sock Exchange and the Calcua Sock Exchange. The annual Listing fees have been paid to hese Sock Exchanges and here is no inen of the management to delis the shares from either of the Stock Exchanges.

DIRECTORS

Mrs. Alka Bangur and Mr. GR Agrawal retire by rotation and being eligible, offer themselves for ret appoinment. The Board recommends their appointment at the ensuing Annual General Meeting.

Mr. Ami Meha resigned as director with effect from 13th June, 2011. The Board places on record is warm appreciations for the services rendered by him during his tenure.

PUBLIC DEPOSITS

There are no public deposits with the Company.

PARTICULARS OF EMPLOYEES

The Minisry of Corporate Affairs (MCA) vide is notification no. G.S.R. 289 (E) dated 31s of March 2011 has amended the Companies (particulars of Employees) Rules, 1975. In view of the amended rules, there are no employees covered under the provisions of Section 217(2A) of the Companies Ac, 1956 read with the Companies (particulars of Employees) Rules, 1975

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EARNING/OUTGO

The information required underthe provision of Section 217(1)(e) of the Companies Act is se out in the annexure to the Directors' report.

AUDITORS

M/s BD Gargieya & Co., Charered Accountans (Firm Regn. No.: 001072C) who are the Sauory Auditors of the Company, hold office, in accordance with the provisions of the Companies Act, 1956 upto the conclusion of the for coming Annual General Meeting and being eligible offer themselves for ret appoinment. The Company has received leer from them giving their consen to Act as Auditors of the Company and saing that their retappoinment, if made, would be within the limis prescribed under Section 224(1 B) of the Companies Act, 1956. Your Directors recommend their re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuan to Section 217(2AA) of the Companies Act, 1956, the directors, based upon the represenations received from the Operating management, confirm that:

i. in the preparation of the Annual Accounts for the year ending on 31s March 2011, the applicable Accounting standards have been followed and there has been no material departure;

ii. appropriate Accounting policies have been seleced by them and applied the same consisenly and made judgements and estimates that are reasonable and pruden so as to give a rue and fair view of the state of affairs of the Company as a 31s March 2011 and of is profits for the year ending on that date;

iii. proper and sufficient care has been taken by them forthe maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 1956 forsafeguarding the assestt of the Company and for prevening and deecing fraud and other irregularities; and

iv. the Annual Accounts for the period ended on 31st March 2011 have been prepared by them on a going concern basis.

ACKNOWLEDGEMENT

The directors express their graiude to Financial Insiuions, Banks and various other agencies forthe cotoperation extended to the Company. The directors also ake his opporunity to hank all business associates forthe confidence reposed by them in the Company. The employees of the Company have contributed significantly to achieve the financial performance. The directors ake his opporunity of thanking them and hope that they will maintain their commitment to excel in the time to come.

For and on behalf of the Board

Kolkata LN Bangur

August 5, 2011 Chairman and Mg. Director














Mar 31, 2010

The Directors have pleasure to present the 70th Annual Report together with the Audited Accounts of the Company for the year ended on 31st March, 2010.

The Financial Results are given hereunder:

(Rs. in Lacs)

Perticulars Year Year ended on ended on 31.03.2010 31.03.2009

Net Sales / Income 31952.50 29693.57

Gross Profit before depreciation and interest 3710.14 2587.21

Interest 611.99 426.31

Cash Profit before taxes 3098.15 2160.90

Depreciation 1185.16 1234.60

Profit before taxes 1912.99 926.30

Provision for taxes 457.48 267.73

Profit after tax for the period 1455.51 658.57

Balance brought forward from previous year 796.97 376.13

Tax Adjustments for earlier years (net) 21.92 (61.38)

Profit available for appropriation 2274.40 973.32

Appropriations

Proposed Dividend 216.00 108.00

Tax on Proposed Dividend 36.71 18.35

Transferred to General Reserve 500.00 50.00

Balance carried to Balance Sheet 1521.69 796.97

BUSINESS

With poor off-take in the overseas market, leading to glut in the domestic segment albeit higher prices, the volume growth was insignificant. However, based upon our internal estimates, the Company had moved up in the value chain to confront such adversaries enabling it to register 8% growth in the value terms. Keeping in line with the volatile international market scenario, the Company continues to strengthen its domestic centric marketing to take advantage of upturn in domestic economy.

DIVIDEND

Your Directors are pleased to recommend payment of Rs. 2.50 per equity share (previous year: Rs. 1.25) for the year ended on 31st March, 2010 on the fully paid up shares of Rs. 10 each. The total outgo would be to the tune of Rs. 252.71 lacs (previous year: Rs. 126.35 lacs) including Corporate Dividend Tax. The Company intends to save resources in view of planned expansion/ upgradation of its manufacturing capabilities.

NEW BUSINESS DEVELOPMENT

Your Company has already taken initiatives to move up in the textile value chain. The first phase of modernisation cum expansion plan is under implementation with serious evaluation process having begun forthe second phase, which may be undertaken towards the end of the current financial year.

The Company is also evaluating the proposal of utilising the surplus land available with it in more remunerative manner.

SCHEME OF RE-ARRANGEMENT

The detailed scheme of re-arrangement is being validated by the Stock Exchange authorities. We expect the entire re-arrangement and value unlocking to take place in the current financial year.

INVESTMENT IN ASSOCIATE COMPANIES

During the year, your Company has acquired 100% equity of erstwhile Allied Dealcomm Pvt. Ltd., astrategic investment.

Your Company has increased its controlling share from 14.1% to 18.5% by way of enhanced investment in The Andhra Pradesh Paper Mills Ltd (APPML) during their recent Right Issue. The Company is also entitled to exercise options through warrants issued to it along with Rights subscription.

MANAGEMENT DISCUSSION AND ANALYSIS

The detailed analysis is appended herewith and form part of the Directors report.

CORPORATE GOVERNANCE

A compliance report on Corporate Governance has been annexed as part of the Annual Report along with Auditors Certificate in compliance with Clause 49 of the Listing Agreement with the Stock Exchanges.

LISTING / DELISTING OF THE EQUITY SHARES

The equity shares of your Company are listed at Bombay Stock Exchange and the Calcutta Stock Exchange. The annual listing fees have been paid to these Stock Exchanges and there is no intent of the management to delist the shares from either of the Stock Exchanges.

DIRECTORS

Mr. SS Kothari and Mr. Amitav Kothari retire by rotation and being eligible, offer themselves for re- appointment. The Board recommends their appointment at the ensuing Annual General Meeting.

PUBLIC DEPOSITS

There are no public deposits with the Company.

PARTICULARS OF EMPLOYEES

Particulars of employees under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are required to be set out in Annexure to this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and the accounts are being sent to all the members of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EARNING/OUTGO

The information required under the provision of section 217(1)(e) of the Companies Act is set out in the annexure to the Directors Report.

AUDITORS

M/s BD Gargieya & Co., Chartered Accountants (Firm Regn. No.: 001072C) who are the Statutory Auditors of the Company, hold office, in accordance with the provisions of the Companies Act, 1956 upto the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received letter from them giving their consent to act as Auditors of the Company and stating that their re-appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956. Your Directors recommend their re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based upon the representations received from the Operating Management, confirm that:

i. in the preparation of the Annual Accounts for the year ending on 31st March 2010, the applicable accounting standards have been followed and there has been no material departure;

ii. appropriate accounting policies have been selected by them and applied the same consistently and made judgements and estimates that are reasonable and prudent so as to to give a true and fair view of the state of affairs of the Company as at 31 st March 2010 and of its profits for the year ending on that date;

iii. proper and sufficient care has been taken by them 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. the Annual Accounts for the period ended on 31 st March 2010 have been prepared by them on a going concern basis.

ACKNOWLEDGEMENT

The Directors express their gratitude to Financial Institutions, Banks and various other agencies for the co-operation extended to the Company. The Directors also take this opportunity to thank all business associates for the confidence reposed by them in the Company. The employees of the Company have contributed significantly to achieve the financial performance. The Directors take this opportunity of thanking them and hope that they will maintain their commitment to excel in the time to come.

For and on behalf of the Board Kolkata LN Bangur

May 22, 2010 Chairman and Mg. Director

 
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