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Directors Report of Manor Estates & Industries Ltd.

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

 
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