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Directors Report of Mangalam Ventures Ltd. Company
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Directors Report of Mangalam Ventures Ltd.

Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the Twenty First Annual Report on the affairs of the Company together with the Audited Accounts of the Company for the year ended 31st March, 2014

FINANCIAL HIGHLIGHTS

(Rupees in Lacs)

Current Year Previous Year 31.03.2014 31.03.2013

Net Sales 6,173.21 4,347.07

Other Income 21.67 20.22

Finance Costs 114.83 77.33

Depreciation and Amortization 102.62 97.61

Profit Before Tax 114.72 82.26

Profit After Tax 75.58 57.40

Share Capital 310.66 310.66

Reserves & Surplus 949.02 875.49

Earning per Share (Rs.) 2.43 1.85 (Basic/Diluted)

DIVIDEND

With a view to ploughing back profit into the business, your Directors have decided not to recommend any dividend for the year under review.

DIRECTORS

Shri Vinod Ahuja ( DIN - 00030390), Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 it is hereby confirmed

a) That in the preparation of annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed;

b) That the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs and of Profit of the Company for the financial year ended 31s March, 2014;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

AUDITORS

M/s Bansal & Associates, Chartered Accountants, Mumbai (Firm Registration No. 100985 W) retiring at the ensuing Annual General Meeting of the Company.The Board recommends the appointment of M/s Bansal & Associates, Chartered Accountants as Statutory Auditors of the Company from the conclusion of this meeting until the conclusion of the 26th Annual General Meeting for the block period of 5 years, subject to ratification by the members at every Annual General Meeting.

The Company has received written consent and a certificate u/s 141 of the Companies Act, 2013 from them to the effect that their appointment, if made, shall be in accordance with the conditions as may be prescribed.

FIXED DEPOSITS

Your Company has not accepted or renewed any deposits under Section 58A of the Companies Act, 1956 during the year under review.

INSURANCE

The assets of the Company are adequately insured against fire and other risks that are considered necessary.

INDUSTRIAL RELATIONS

Relations with the work force remained cordial throughout the year. The Directors wish to place on record their appreciation for the sincere and devoted efforts of the Executives, Staffs and Workmen at all levels during the period under review.

STATUTORY DISCLOSURES PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The information relating to the Conservation of Energy, Technology Absorption, Adaptation, Innovation and Foreign Exchange Earnings and Outgo as required under Section 217 (1) (e) of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed as Annexure and forms part of this Report.

ENVIRONMENTAL PROTECTION & POLLUTION CONTROL

Your Company regards preservation of the environment as one of its primary social responsibilities. Accordingly, the Company places great emphasis on compliance with pollution norms.

CORPORATE GOVERNANCE

(i) All elements of remuneration package such as salary, benefits, bonuses, stock options, pension etc. paid for the year ended on 31st March, 2014 to Whole Time Directors are stated herein below:

Name Designation Tenure of Salary Provident Appointment (in Rs) Fund Cont. (in Rs.)

Shri Sharat Jain Whole Time 3 years w.e.f. 2,400,000 - Director 01.09.2013 to 31.08.2016

Shri Ramakanth Whole Time 5 years w.e.f. 1,035,000 88,002 Shivasamb Hegde Director 01.09.2010 to 31.08.2015

Name Other Gross Perquisites Remuneration (in Rs.) (in Rs.)

Shri Sharat Jain 28,800 24,28,800 Shri Ramakanth 203,390 1,326,392 Shivasamb Hegde

(ii) Details of fixed component and performance linked incentives alongwith the performance criteria: N.A.

(iii) Sevice Contracts, Notice Period, Severance Fees: There are no severance fees, other benefits, bonus or stock options. Either party may terminate the appointment on three months notice in writing.

(iv) Stock Options details : NIL

DELISTING OF SHARES

During the year, the Company has received final approval for delisting from BSE Ltd. and the scrip has been delisted from the Exchange records w.e.f. Tuesday, 20th August, 2013.

RELATED PARTY''S APPOINTMENT TO AN OFFICE OR PLACE OF PROFIT OF THE COMPANY

Smt. Rachna Jain wife of Shri Sharat Jain - Whole Time Director was appointed as Business Development Manager on 1st November, 2009 for a period of five years.The present term of her appointment is expiring on 31st October, 2014. Keeping in view the efforts put by Smt. Rachna Jain in the growth of the Company, the Board of Directors at its meeting held on 9thAugust, 2014 has re-appointed her for a further period of 5 years as Business Development Manager w.e.f. 1st November, 2014 .

ACKNOWLEDGEMENT

Your Directors are grateful to the Banks, Shareholders, Customers, Distributors, Authorised Dealers, Suppliers and all other business constituents for the valued co-operation and support extended by them to the Company during the year under review.

Your Directors sincerely wish to thank the workers, staffs and executives of the Company for the continuous hard work put in by them.

By order of the Board of Directors

Sd /- Place : Faridabad Vinod Ahuja Dated : 9th August, 2014 Chairman


Mar 31, 2012

The Directors take pleasure in presenting the Nineteenth Annual Report on the affairs of the Company together with the Audited Accounts of the Company for the year ended 31st March, 2012

FINANCIAL HIGHLIGHTS

(Rupees in Lacs)

Current Year Previous Year 31.03.2012 31.03.2011

Net Sales 3,659.15 3,932.68

Other Income 10.04 13.48

Finance Costs 74.68 92.34

Depreciation and Amortization 98.58 106.84

Profit Before Tax 57.48 83.19

Profit After Tax 34.55 45.52

Share Capital 310.66 310.66

Reserves & Surplus 820.14 787.64

Earning per Share (Rs.) 1.11 1.47 (Basic/Diluted)

DIVIDEND

With a view to sloughing back profit into the business, your Directors have decided not to recommend any dividend for the year under review.

DIRECTORS

Shri D. K. Rana, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 it is hereby confirmed

a) That in the preparation of annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed;

b) That the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs and of Profit of the Company for the financial year ended 31s March, 2012;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

AUDITORS

M/s Bansal & Associates, Chartered Accountants, Mumbai, the Statutory Auditors of the Company, have audited the accounts of the Company for the financial year 2011-12, following the prescribed accounting standards. The notes to the Accounts referred to in the Auditors' Report are self explanatory and in view of the Board of Directors it requires no comments.

M/s Bansal & Associates, Chartered Accountants, Mumbai, would be retiring at the conclusion of the forthcoming Annual General Meeting. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956.

FIXED DEPOSITS

Your Company has not accepted or renewed any deposits under Section 58A of the Companies Act, 1956 during the year under review.

INSURANCE

The assets of the Company are adequately insured against fire and other risks that are considered necessary.

INDUSTRIAL RELATIONS

Relations with the work force remained cordial throughout the year. The Directors wish to place on record their appreciation for the sincere and devoted efforts of the Executives, Staffs and Workmen at all levels during the period under review.

STATUTORY DISCLOSURES PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The information relating to the Conservation of Energy, Technology Absorption, Adaptation, Innovation and Foreign Exchange Earnings and Outgo as required under Section 217 (1) (e) of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed as Annexure and forms part of this Report.

ENVIRONMENTAL PROTECTION & POLLUTION CONTROL

Your Company regards preservation of the environment as one of its primary social responsibilities. Accordingly, the Company places great emphasis on compliance with pollution norms.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance together with the Auditor's Certificate regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is annexed herewith.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Details as required under Management Discussion and Analysis Report are appended as hereunder:-

TEXTILE INDUSTRY - STRUCTURE AND DEVELOPMENTS

The world economy has been passing under pressure.Financial turmoil in Europe has affected other countries.As a result, and despite a strengthening of activity in USA and Japan, world trade has slowed down. Under this scenario, the forecast for global economic growth has been revised downward to about 2.5% in 2012. Indian economy also slowed down in 2011-12 mainly due to weak industrial growth.Inflation remained a major concern constraning RBI to pursue tight monetary policy.

OPPORTUNITIES AND THREATS

India has abundant supply of raw material and labour to cater to the enormous opportunities in the domestic and export market. In anticipation of Government efforts in boosting the textile industry through various initiatives and investments, the industry is expected to continue to grow.

On the other hand, sharp increase in input cost, increased labour costs ,low productivity, continued weakness in developed geographies, prospect of higher domestic inflation,fiscal tightening, and interest rates are some of the challenges facing the textile industry at large.

SEGMENTWISE PERFORMANCE

The Company operates in single business segment i.e. Knitted Garments in terms of Accounting Standard 17 issued by the Institute of Chartered Accountants of India.

Your Company has been able to maintain the export turn over almost at the level of previous year, during the year under report inspite of financial turmoil in Europe and lower growth in worldwide economy.

OUTLOOK

The industry has a lot to look ahead in the coming years in terms of market growth and adoption of newer technologies and areas of application. With the softening of cotton /cotton yarn prices and Government initiatives and investments, we are confident about the bright future of textile industry in long term.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

Your Company has well defined internal control system. The Company's internal control system includes organizational design, written policies and procedures, barriers to protect assets and all personnel. It is designed to discourage occurrences of errors or irregularities and to identify, within a reasonable time frame, errors or irregularities that may occur. It provides for safeguarding of assets, proper recording of transactions, and the efficient and effective accomplishment of the unit's goals and objectives including compliance with state and federal rules and regulations.

MANAGEMENT PERCEPTION OF RISK AND CONCERN

The management as a long-term strategy is moving from simple to more technical garment to mitigate competition from other suppliers. We also focus more on outsourcing of fabric purchase rather than making it in-house. Our cash management is also very sound which is helping us to keep the interest cost at the bare minimum. We are making all efforts to cope with the challenges through continuous cost reduction, process improvements, imparting training to the workforce on the continued basis and improved customer services to mitigate the growing cost pressure.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES, INDUSTRIAL RELATIONS

Your Company continues to maximize the return on the ac- tual operating practices, physical investment from organization's human capital and minimize financial risk. The role of Human Resource Management is being increasingly affected and re-shaped by the growing diversity of the workforce, global and domestic compensation, and com- plex legal and ethical issues. Relations with the work force remained cordial through-out the year.

Industrial Relations during the period under review continued to be peaceful and harmonious. No man-day was lost due to any Industrial Dispute.

ACKNOWLEDGEMENT

Your Directors are grateful to the Banks, Shareholders, Customers, Distributors, Authorised Dealers, Suppliers and all other business constituents for the valued co-operation and support extended by them to the Company during the year under review.

Your Directors sincerely wish to thank the workers, staffs and executives of the Company for the continuous hard work put in by them.

By order of the Board of Directors

Place : New Delhi Vinod Kumar Ahuja

Dated : 11th August, 2012 Chairman


Mar 31, 2011

DEAR MEMBERS

The Directors take pleasure in presenting the Eighteenth Annual Report on the attairs of the Company together with the Audited Accounts of the Company for the year ended 31st March, 2011

FINANCIAL HIGHLIGHTS

(Rupees in Lacs)

Current Year Previous Year

31.03.2011 31.03.2010

Net Sales 3,932.68 3,512.30

Other Income 13.48 18.30

Interest 92.34 71.76

Depreciation 106.84 84.33

Profit Before Tax 83.19 94.19

Profit After Tax 45.52 61.62

Share Capital 310.66 310.66

Reserves & Surplus 776.10 769.59

Earning per Share (Rs.) 1.47 1.98

(Basic/Diluted)

DIVIDEND

With a view to ploughing back profit into the business, your Directors have decided not to recommend any dividend for the year under review.

DIRECTORS

Shri Vinod Kumar Ahuja, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 it is hereby confirmed

a) That in the preparation of annual accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed;

b) That the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs and of Profit of the Company for the financial year ended 31 March, 2011;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

AUDITORS

M/s Bansal & Associates, Chartered Accountants, Mumbai, the Statutory Auditors of the Company, have audited the accounts of the Company for the financial year 2010-11, following the prescribed accounting standards. The notes to the Accounts referred to in the Auditors' Report are self explanatory and in view of the Board of Directors it requires no comments.

M/s Bansal & Associates, Chartered Accountants, Mumbai, would be retiring at the conclusion of the forthcoming Annual General Meeting. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956.

FIXED DEPOSITS

Your Company has not accepted or renewed any deposits under Section 58A of the Companies Act, 1956 during the year under review.

INSURANCE

The assets of the Company are adequately insured against fire and other risks that are considered necessary.

INDUSTRIAL RELATIONS

Relations with the work force remained cordial throughout the year. The Directors wish to place on record their appreciation for the sincere and devoted efforts of the Executives, Staffs and Workmen at all levels during the period under review.

STATUTORY DISCLOSURES PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The information relating to the Conservation of Energy, Technology Absorption, Adaptation, Innovation and Foreign Exchange Earnings and Outgo as required under Section 217 (1) (e) of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed as Annexure and forms part of this Report.

ENVIRONMENTAL PROTECTION & POLLUTION CONTROL

Your Company regards preservation of the environment as one of its primary social responsibilities. Accordingly, the Company places great emphasis on compliance with pollution norms.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance together with the Auditor's Certificate regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is annexed herewith.

ACKNOWLEDGEMENT

Your Directors are grateful to the Banks, Shareholders, Customers, Distributors, Authorised Dealers, Suppliers and all other business constituents for the valued co-operation and support extended by them to the Company during the year under review.

Your Directors sincerely wish to thank the workers, staffs and executives of the Company for the continuous hard work put in by them.

By order of the Board of Directors

Place : New Delhi Vinod Kumar Ahuja

Dated : 20,th August, 2011 Chairman


Mar 31, 2010

The Directors take pleasure in presenting the Seventeenth Annual Report on the affairs of the Company together with the Audited Accounts of the Company for the year ended 31st March, 2010

FINANCIAL HIGHLIGHTS

(Rupees in Lacs)

Current Year Previous Year

31.03.2010 31.03.2009

Net Sales 3,512.30 2,918.91

Other Income 19.52 23.28

Interest 71.76 63.72

Depreciation 84.33 70.69

Profit Before Tax 94.19 70.81

Profit After Tax 61.62 58.38

Share Capital 310.66 310.66

Reserves & Surplus 769.59 709.91



DIVIDEND

With a view to ploughing back profit into the business, your Directors have decided not to recommend any dividend for the year under review.

DIRECTORS

Shri Vikas Kohli, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

During the year, the Board of Directors has re-appointed, Shri R.S. Hegde as Whole Time Director of the Company for a further period of five years w.e.f. 1st September, 2010, subject to the approval of the shareholders.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 it is hereby confirmed

a) That in the preparation of annual accounts for the financial year ended 31s1 March, 2010, the applicable accounting standards have been followed;

b) That the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs and of Profit of the Company for the financial year ended 31st March, 2010;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

AUDITORS

M/s Bansal & Associates, Chartered Accountants, Mumbai, the Statutory Auditors of the Company, have audited the accounts of the Company for the financial year 2009-10, following the prescribed accounting standards. The notes to the Accounts referred to in the Auditors Report are self explanatory and in view of the Board of Directors it requires no comments.

M/s Bansal & Associates, Chartered Accountants, Mumbai, would be retiring at the conclusion of the forthcoming Annual General Meeting. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956.

FIXED DEPOSITS

Your Company has not accepted or renewed any deposits under Section 58A of the Companies Act, 1956 during the year under review.

INSURANCE

The assets of the Company are adequately insured against fire and other risks that are considered necessary.

INDUSTRIAL RELATIONS

Relations with the work force remained cordial throughout the year. The Directors wish to place on record their appreciation for the sincere and devoted efforts of the Executives, Staffs and Workmen at all levels during the period under review.

STATUTORY DISCLOSURES PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The information relating to the Conservation of Energy, Technology Absorption, Adaptation, Innovation and Foreign Exchange Earnings and Outgo as required under Section 217 (1) (e) of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed as Annexure and forms part of this Report.

As required by the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the annexure to the Directors Report.

ENVIRONMENTAL PROTECTION & POLLUTION CONTROL

Your Company regards preservation of the environment as one of its primary social responsibilities. Accordingly, the Company places great emphasis on compliance with pollution norms.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance together with the Auditors Certificate regarding compliance of the condi- tions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed herewith.

ACKNOWLEDGEMENT

Your Directors are grateful to the Banks, Shareholders, Customers, Distributors, Authorised Dealers, Suppliers and all other business constituents for the valued co-operation and support extended by them to the Company during the year under review.

Your Directors sincerely wish to thank the workers, staffs and executives of the Company for the continuous hard work put in by them.

By order of the Board of Directors

Vinod Kumar Ahuja

Chairman

Place : New Delhi

Dated : 21st August, 2010

 
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