Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the Twenty-second Annual
Report and the Au- dited Statement of Accounts for the year ended 31st
March, 2014.
1. FINANCIAL RESULTS:
The performance during the period ended 31st March, 2014 has been as
under:
(Amount in Rupees)
For the year ended 31st March, 2014 31st March, 2013
Revenue from Operations 1,163,926 9,481,450
Other Income 24,328 1,322,482
Total Income 1,188,254 10,803,932
Stock Written Off 19,483,649 0
Expenses 5,601,085 15,982,453
Profit / (Loss) before taxes (23,896,480) (5,178,521)
Prior Period Expenses - -
Profit / (Loss) for the year (23,896,480) (5,178,521)
2. OPERATIONS OF THE COMPANY :
Review of Operations:
The markets in Europe for high quality socks have severely contracted.
There is widespread acceptance for poor and medium quality products
that are available at very low prices from China.
The directors of your company made strong efforts to introduce the
company''s high quality products in the Indian markets but with no
results.
In view of the aforesaid there was no production during the year under
review also.
The secured loans have been repaid by the Company, by availing loan
from the Promoter Director of the Company.
Since the Company has ceased production, the old stock of raw-material
and packing mate- rial which do not have any use and also have no
realizable value in the current market have been written off.
Future Prospects
Inspite of stoppage of production, the company has kept all its
resources in very good order and condition and can resume producing its
high quality products at short notice.
However, it is imperative for the company to explore other business
avenues considering its strengths and assets and also taking into
consideration the boost in the business sentiment caused due to changes
in government both in the state and in the country.
3. SHARE CAPITAL
During the year under review the Authorised Share Capital of the
Company is Rs. 11,00,00,000/ - The Issued, Subscribed and Paid up Share
Capital of the Company as on March 31, 2014 is Rs.8,23,50,000/- divided
into 82,35,000 equity shares of Rs.10/- (Rupees Ten) each.
4. DIVIDEND:
The Company has incurred losses, hence no dividend is recommended
during the financial year under review.
5. TRANSFER TO RESERVES:
The Company has incurred losses; hence no amount has been transferred
to Reserves.
6. DIRECTORS
Approval of the shareholders is being sought for re-appointment of Sri.
Anil Agarwal, who retires by rotation at the forthcoming Annual General
Meeting of the Company and being eligible, offers himself for
re-appointment in accordance with the Articles of Association and Act.
Sri. Rishabh Agarwal and Brig. Subhash C Sharma were appointed as
Additional Directors with effect from August 13, 2014, in accordance
with Article 104 of the Articles of Association of the Company and
Section 161 of the Act. Sri. Rishabh Agarwal and Brig. Subhash C Sharma
holds office only upto the date of the forthcoming AGM and a Notice
under Section 160(1) of the Act has been received from a Member
signifying intention to propose Sri. Rishabh Agarwal''s and Brig.
Subhash C Sharma''s appointment as Directors of the Com- pany. Their
appointment requires the approval of the Members at the ensuing AGM.
The Company has, pursuant to the provisions of Clause 49 of the Listing
Agreements en- tered into with the Stock Exchange appointed Sri.
Srikishan Badruka, Sri. Rakesh Garg, Sri. Hemant Kumar Agarwal and Dr.
A G Ravindranath Reddy as Independent Directors of the Company. The
Company has received declarations from all the Independent Directors of
the Company confirming that they meet with the criteria of independence
as prescribed both under sub-section (6) of Section 149 of the Act and
under Clause 49. In accordance with the provisions of Section 149(4)
and proviso to Section 152(5) of the Act, these Directors are being
appointed as Independent Directors to hold office as per their tenure
of appointment mentioned in the Notice of the forthcoming AGM of the
Company.
7. REPORTING TO BOARD OF INDUSTRIAL AND FINANCIAL RESTRUCTURING (BIFR):
As per the Audited Accounts of the Company for the year ended March 31,
2014, the accu- mulated losses of the Company, as at the end of the
said period, after adjusting Capital Reserve amounting to Rs.
6,47,93,506 have resulted in erosion of more than fifty percent of net
worth of the Company.
In terms of Section 23 of the Sick Industrial Companies (Special
Provision) Act, 1985, the Company falls under the category of
potentially sick industrial company and therefore the fact is required
to be reported to Board of Industrial and Financial Restructuring
(BIFR) within 60 days from the date of finalization of the audited
accounts.
A report on causes of erosion of net worth and steps taken by the
Company is forming part of the notice of AGM.
8. STATUTORY AUDITORS
The Statutory Auditors of the Company M/s. Niranjan & Narayan,
Chartered Accountants, Hyderabad, retire at this AGM, have signified
their willingness for their re-appointment and have confirmed their
eligibility under section 139(1) of the Act. Members are requested to
re- appoint them for a period of three years and to authorize the Board
to fix their remuneration.
Replies to Auditors Report:
With reference to observations made in Auditor''s Report, the notes of
account is self-ex- planatory and therefore do not call for any further
comments under section 217 (3) of The Companies Act, 1956.
9. LISTING
Details of Listing are annexed to the Corporate Governance Report.
Listing at Stock Exchanges:
The Equity Shares of the company are listed on Bombay Stock Exchange
Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai  400 001.
Listing fees to the Bombay Stock Exchange Limited has been paid
up-to-date.
10. REQUIREMENTS UNDER CLAUSE 49 OF LISTING AGREEMENT
Corporate Governance:
The Company has been in full compliance with the norms of Corporate
Governance as outlined in Clause 49 of the Listing Agreement with the
Bombay Stock Exchange, Mumbai. A separate report on Corporate
Governance is produced as a part of the Annual Report along with the
Auditor''s Certificate on its compliance.
Management Discussion and Analysis Report:
Management Discussion and Analysis Report, pursuant to Clause 49 of the
Listing Agree- ment, forms part of this report and the same is annexed.
11. FIXED DEPOSITS
Your Company has not raised any Fixed Deposits as on 31st March, 2014
so as to attract the provisions of Section 58A of the Companies Act,
1956, read with the Companies (Accep- tance of Deposits) Rules, 1975 as
amended from time to time.
There is no amount outstanding or due to any deposit holder.
12. INTERNAL CONTROL SYSTEMS
Your Company has well established procedures for internal control
commensurate with its size and operations. The internal audit function
is adequately resourced commensurate with the operations of the Company
and reports to the Audit Committee of the Board.
13. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY AND ABSORPTION,
FOREIGN EXCHANGE OUT GO
Details of Energy Conservation, Research & Development, Technology
Absorption, Foreign Exchange Earnings and Outgo as required under
section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of Board of Directors'')
Rules, 1988, are given in Annexure "A" and Annexure "B" respectively,
to the Directors Re- port.
14. EMPLOYEE RELATIONS:
Your Directors are pleased to record their sincere appreciation of the
contribution by the staff.
None of the employees are drawing Rs. 5,00,000/- and above per month or
Rs. 60,00,000/- and above in aggregate per annum, the limits prescribed
under Section 217(2A) of the Com- panies Act, 1956.
15. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 217(2AA) of the Companies Act,
1956, with respect to the Directors'' Responsibility Statement, your
Directors wish to confirm that:
(i) In the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanations
relating to material departures, if any;
(ii) Such Accounting policies have been selected and applied
consistently and judg ments and estimates are made 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 and
loss of the Company for that period;
(iii) 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 any fraud or other irregu larities has been
taken; and
(iv) Accounts for the financial year ended on 31st March, 2014 are
prepared on a going- concern basis.
16. AUDIT COMMITTEE:
The Company has constituted an Audit Committee, pursuant to the
provisions of Companies Act, 1956 and listing agreement requirements.
The roles, powers, independence and com- petency of the audit committee
and other details are given under the Corporate Governance Report.
ACKNOWLEDGEMENTS:
Your Directors take this opportunity to place on record their sincere
appreciation and wish to express their thanks for the guidance and
assistance received from State & Central govern- ment agencies and
Share holders for their continued support and faith in the Company.
For and on behalf of the Board of Directors
Karan Woo-Sin Limited
Place: Medak Sd/- Sd/-
Date: 13th August, 2014 Anil Agarwal Hemant Kumar Agarwal
Director Director
DIN: 00040449 DIN: 01629938
Mar 31, 2012
The Directors have pleasure in presenting the 20th Annual Report of
your Company along with the Audited Accounts for the year ended 31st
March, 2012.
1. Financial Results:
(Amount in Lakhs)
Particulars Year ended 31st March, 2012 31st March, 2011
Turnover 267.27 348.51
Other Income 7.55 10.81
Increase / (Decrease) in stock (18.00) 38.86
Total 256.82 398.18
Total Expenditure except Interest
and Depreciation 233.32 338.91
Profit/(Loss) Before Interest,
Depreciation and Tax (PBIDT) 23.50 59.28
Interest 14.26 19.45
Depreciation 31.30 32.03
Profit/ (Loss) Before Tax (22.06) 7.80
Less: Provision for Taxation - 0.02
Net Profit/ (loss) before prior
period items (22.06) 7.78
Prior Period Items 0.70 0.06
Net Profit / (Loss) (22.76) 7.72
2. Review of Operations:
The company operations have continued to be severely hit due to absence
of demand from Europe.
3. Future Prospects:
The company continues to be a strong player in the domestic private
label market. Your directors do not see strong demand emanating from
our traditional market in Europe in the short and medium term. The
domestic market too is not enlarging substantially. Your directors are
working on developing new markets in the USA and other countries,
acquiring new machines to produce fashion socks for the young and to
monetise some of the company's surplus fixed assets to fund domestic
market creation.
4. Directors' Responsibility Statement:
To the best of their knowledge and belief and according to the
information and explanations obtained by them your directors make the
following statement in terms of Section 217 (2AA) of the Companies Act,
1956:
(i) In the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures, if any.
(ii) Appropriate accounting policies have been selected and applied
consistently and have 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 March 31, 2012 and of the loss of the company for
the year ended on that date.
(iii) Proper and sufficient care has been taken 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.
(iv) The annual accounts have been prepared on a going concern basis.
5. Corporate Governance:
(a) Management Discussion and Analysis Report is enclosed.
(b) As per Clause 49 of the Listing Agreement with the Stock Exchange,
a separate section on Corporate Governance Practices followed by the
Company together with a certificate from the Company's Auditor
confirming compliance is set out in the Annexure forming part of this
report.
6. Fixed Deposits:
The Company has not invited and raised any fixed deposits as on 31st
March, 2012 in terms of the provisions of Section 58A of the Companies
Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975
as amended from time to time. There are no outstanding or unclaimed
deposits as on 31st March, 2012.
7. Particulars of Employees:
During the year under review, no employee of the company was in receipt
of remuneration for the whole year which in the aggregate was Rs
60,00,000/- or more per annum nor was any employee in receipt of
remuneration Rs.5,00,000/- or more per month for the any part of the
year in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975 as amended.
During the year under review, industrial relations of the company
continued to be cordial and peaceful.
8. Particulars regarding Energy Conservation, Technology Absorption
and Foreign Exchanges Earnings & Outgo:
Details of Energy Conservation, Research & Development, Technology
Absorption, Foreign Exchange Earnings and Outgo as required under
section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, are given in Annexure "A" and Annexure "B" respectively, to the
Directors Report.
9. Directors:
In accordance with the requirement of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Hemant Kumar Agarwal and
Mr. Srikishan Badruka, who retire by rotation and the board, recommend
their reappointment.
10. Auditors:
M/s Niranjan & Narayan, Chartered Accountants, the Company's Auditors,
hold office till the conclusion of this Annual General Meeting. They
have signified their willingness to accept their re- appointment and
have further confirmed their eligibility under section 224 (1-B) of the
Companies Act, 1956.
11. Directors clarification on the qualification of Auditors: Ref.No.
Auditor Qualifications Directors Clarification 4 In our opinion, the
Balance Sheet and the The Company is in touch Statement of Profit and
Loss dealt with by with the Life Insurance this report comply with the
accounting Corporation of India to standards referred to in sub-section
(3C) of conduct an actuarial section 211 of the Companies Act, 1956,
valuation and to issue a except for Accounting Standard-15, gratuity
policy to the Accounting for retirement benefits in the Company.
financial statements of employer - refer point no. 4 of Notes on
Accounts.
z9. a. According to the information and explanations It was confirmed to
the given to us, and on the basis of our Board that payments
examination of the books of account, the towards Service Tax, Company
has not been regular in depositing Provident Fund and Income with
appropriate authorities undisputed Tax Deducted at Source statutory
dues including Service Tax, Excise have already been remitted Duty,
Provident Fund, ESI and Income Tax with the appropriate Deducted at
Source. authorities along with
Interest.
12. Listing at Stock Exchanges:
The Equity Shares of the company are listed on Bombay Stock Exchange
Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.
Listing fees to the Bombay Stock Exchange Limited has been paid up-
to-date.
13. Acknowledgements:
Your directors thank all the executives, staff and workers of the
Company for their dedicated services. Your directors also thank the
company's customers and its bankers for their continued trust and
co-operation.
//By Order of the Board//
For Karan Woo-Sin Limited,
Sd/- Sd/-
Place : Hyderabad Anil Agarwal Hemant Kumar Agarwal
Date : 04th August, 2012 Director Director
Mar 31, 2010
We hereby present the 18th Annual Report and the Audited Statement of
Accounts for the Financial Year ended 31st March, 2010.
1. FINANCIAL RESULTS:
(Rs. in Lakhs)
Particulars Year ended Year ended
31.03.2010 31.03.2009
Turnover 240.31 318.97
Other Income 37.32 30.20
Increase / (Decrease) in stock 26.55 (8.26)
Total 304.18 340.91
Total Expenditure except Interest
and Depreciation 249.35 320.02
Profit/(Loss) Before Interest,
Depreciation and Tax (PBIDT) 54.83 20.89
Interest 17.71 12.05
Depreciation 33.63 34.20
Profit/ (Loss) Before Tax 3.49 (25.36)
Less: Provision for Taxation 0.26 1.18
Net Profit/ (loss) 3.23 (26.54)
Prior Period Items 0.04 (16.49)
Net Profit / (Loss) 3.19 (43.03)
Add: Loss b/f from previous year (367.81) (324.76)
Loss carried forward to Balance sheet (364.62) (367.79)
2. REVIEW OF OPERATIONS
The companys operations have continued to be severely hit due to
absence of demand from Europe. The huge decline in the value of the
Euro has not helped in resurrecting demand.
3 FUTURE PROSPECTS
The slow down and the resultant economic crisis has caused the closure
of a large number of production units which seems to be triggering
import demand during the current financial year. As the
European economies recover, we foresee a strong jump in demand.
The company has established itself as a strong player in the domestic
private label market. The companys products are sold under well-known
apparel and lifestyle brands. Your Directors are focusing their
attention to increase volumes and prices in the domestic market.
4. DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them your directors make the
following statement in terms of Section 217 (2AA) of the Companies Act,
1956:
(i) In the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any.
(ii) Appropriate accounting policies have been selected and applied
consistently and have 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 March 31, 2010 and of the Profit of the company
for the year ended on that date.
(iii) Proper and sufficient care has been taken 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.
(iv) The annual accounts have been prepared on a going concern basis.
5. COPORATE GOVERNANCE
(a) Management Discussion and Analysis Report is enclosed.
(b) As per Clause 49 of the Listing Agreement with the Stock Exchanges,
a separate section on Corporate Governance Practices followed by the
Company together with a certificate from the Companys Auditor
confirming compliance is set out in the Annexure forming part of this
report.
6. FIXED DEPOSITS
The Company has not invited and raised any fixed deposits as on 31st
March, 2010 in terms of the provisions of Section 58A of the Companies
Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975
as amended from time to time. There are no outstanding or unclaimed
deposits as on 31st March, 2010.
PARTICULARS OF EMPLOYEES:
During the year under review, no employee of the company was in receipt
of remuneration for the whole year which in the aggregate was Rs
24,00,000/- or more per annum nor was any employee in receipt of
remuneration Rs.2,00,000/- or more per month for the any part of the
year in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975 as amended.
During the year under review, industrial relations of the company
continued to be cordial and peaceful.
7. PARTICULARS REGARDING ENERGY CONSERVATION, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Details of Energy Conservation, Research & Development, Technology
Absorption, Foreign Exchange Earnings and Outgo as required under
section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, are given in Annexure "A" and Annexure "B" respectively, to the
Directors Report.
8. DIRECTORS:
In accordance with the requirement of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. A.G. Ravindranath Reddy and
Mr. Sri Kishan Badruka, who retire by rotation and the Board, recommend
their reappointment.
Mr. Hemant Agarwal was appointed by the Board as an Additional Director
of the Company to hold office up to the date of ensuing Annual General
Meeting and he shall be appointed as Director at the ensuing Annual
General Meeting in order to continue in the office. The Board recommends
his appointment.
9. AUDITORS:
M/s Niranjan & Narayan, Chartered Accountants, the Companys Auditors,
hold office till the conclusion of this Annual General Meeting. They
have signified their willingness to accept their re- appointment and
have further confirmed their eligibility under section 224 (1-B) of the
Companies Act, 1956
10. DIRECTORS CLARIFICATION ON THE QUALIFICATION OF AUDITORS
Sl.
No Auditor Qualifications Directors Clarification
1 In our opinion, the
Balance The Company is in touch with the Life
Sheet and the Profit
and Loss Insurance Corporation of India to
Account dealt with by this conduct an actuarial valuation and to
report comply with the issue a gratuity policy to the Company.
accounting standards
referred to in sub-section
(3C) of section 211 of
the Companies Act, 1956,
except for Accounting
Standard-15, Accounting
for retirement benefits in
the financial statements
of employer - refer
point no. 5 of Notes
on Accounts.
2. According to the information It was confirmed to the
Board that
and explanations given to us, payments towards Service Tax,
and on the basis of our Provident Fund and Income Tax
examination of the books of Deducted at Source have already
been account, the Company
has not remitted with the appropriate
been regular in depositing
with authorities along with penalty.
appropriate authorities
undisputed statutory dues The Board was also informed that the
including Service Tax, amount to be remitted with the Investor
Provident Fund, Income Tax Education fund will be remitted at the
Deducted at Source and earliest.
Investor Protection Fund.
11. LISTING AT STOCK EXCHANGES:
The Equity Shares of the company are listed on Bombay Stock Exchange
Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai à 400 001
Listing fees to the Bombay Stock Exchange Limited has been paid up-
to-date.
12. REDUCTION OF PAID UP CAPITAL:
As you are all aware that in the last Annual General Meeting, your
company passed a Special Resolution for reduction of Paid up Equity
Capital of the Company from Rs.8,23,50,000/- divided into 82,35,000
Equity shares of Rs.10/- each to Rs.4,94,10,000/- divided into
82,35,000 Equity shares of Rs.6/- each fully paid-up by canceling the
accumulated loss of Rs. 3,29,40,000/- which represents 82,35,000 shares
of Rs.4/- each, which has been lost and is unrepresented by the
available assets.
Your Company is in the process of getting an in-principle approval from
the Bombay Stock Exchange Limited for moving a petition with the
Honorable High Court of Andhra Pradesh.
13. ACKNOWLEDGEMENTS:
Your directors thank all the executives, staff and workers of the
Company for their dedicated services.
Your directors also thank the companys customers and its bankers for
their continued trust and co-operation
//By Order of the Board//
For Karan Woo-Sin Limited,
Sd/- Sd/-
ANIL AGARWAL HEMANT KUMAR AGARWAL
DIRECTOR DIRECTOR
Place : Hyderabad,
Date : 12.08.2010.