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Directors Report of Meyer Apparel Ltd.

Mar 31, 2014

TO THE SHAREHOLDERS OF GIVO LIMITED

The Directors present their 21st Annual Report together with Audited Financial Statements of the Company for the year ended March 31, 2014.

1. FINANCIAL RESULTS

(Rs. in Lacs)

2013-2014 2012-2013 Particulars (April 13 to March 14) (April 12 to March 13)

Gross Sales & Other Income 2204.40 1798.38

Expceptional Items - Gain / Loss (0.13)

Profit before Interest, depreciation & taxes 139.24 123.24

Less : Interest & Finance Charges 40.15 26.49

Depreciation 56.59 51.90

: Taxes Including Deferred Taxes 18.92 23.19

Net Profit After Tax 23.45 21.66

2. DIVIDEND

Your Directors regret their inability to recommend any dividend for the year under report due to non-availability of distributable profits.

3. OPERATIONS

During the financial year 2013-14 your Company''s gross sales turnover has been higher at Rs 2204.40 Lacs in comparison with last year''s turnover at Rs 1798.38 Lacs, an increase of 22%.

Export turnover of Rs. 1028.40 Lacs this year has shown better performance as against Rs. 979.18 Lacs in the last year.

4. STATUTORY AUDITORS

M/s. B.S. Sawhney & Associates, Chartered Accountants, retires as Statutory Auditors of the company in the forthcoming Annual General Meeting and are eligible for re-appointment.

5. AUDITORS'' OBSERVATIONS

The Company had conducted during the last year physical verification of its fixed assets in terms of its policy of physical verifications of fixed assets once in two years in view of the nature and volume of the assets. The other observations made in the Auditor''s Report, read together with the relevant notes thereon, are self-explanatory and hence do not call for any comments under Section 217 of the Companies Act, 1956.

6. LISTING OF SHARES

The equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE). The annual listing fees and annual custody fee for the year 2014-2015 have been paid.

7. ESOS, 2009

Of the total 20 (twenty) lacs stock options, your Company had issued 16.75 Lacs stock options to certain employees including some directors pursuant to the Employees Stock Option Scheme,2009 (ESOS,2009). Keeping in view that no employee/director has exercised any option so far, your directors have decided not to charge any expense in the accounts books on account of employees stock options during the year 2013-14 (previous year : Rs. NIL).

8. PUBLIC DEPOSIT

The Company during the year under review has not accepted nor renewed any deposits from public under the Companies (Acceptance of Deposits) Rules, 1975. The company did not have any unclaimed/overdue deposits as on 31st March 2014.

9. DIRECTORS

9.1 Sh. Karan Singh Thakral, Director retires by rotation at the ensuing Annual General Meeting and is eligible for re- appointment, which the Board recommends for his re-appointment.

9.2 Sh. G.D. Khemani, Director retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment, which the Board recommends for his re-appointment.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, 1956 we hereby state:

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

(b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2014 and its profits for the year ended on that date;

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

(d) That the Directors have prepared the annual accounts on a going concern basis.

11. PERSONNEL

There is no employee of the Company covered under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS AND OUTGO

Particulars required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure-1 to this report.

13. CORPORATE GOVERNANCE REPORT

The company has complied with the applicable provisions of Corporate Governance under Clause 49 of the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance compliance is annexed as Annexure - II as part of this annual report.

In compliance with the Corporate Governance requirements, the company has implemented a code of conduct for all its Board members and Senior Management employees, who have affirmed compliance thereto. The said Code of Conduct has been posted on the Company''s website. A declaration to this effect signed by the Chief Executive Officer (CEO) of the Company is annexed to this report as Annexure-lll.

The CEO and Chief Financial Officer (CFO) have certified to the Board with regard to the financial statements and other matters as required in clause 49 of the listing agreement and the said certificate is annexed as Annexure-IV to this report.

14. ACKNOWLEDGMENT

Your Directors wish to place on record their sincere appreciation to the employees at all levels for their dedicated services and contribution to the company.

The Directors take this opportunity to place on record their appreciation of the support received from all the stakeholders, customers and all the various departments of Central and State Governments, Bankers, Dealers and suppliers of the company.

For and on behalf of the Board of Directors

Sd/- Place: Gurgaon Karan Singh Thakral Date: 19th May, 2014 CHAIRMAN & DIRECTOR DIN - 00268504


Mar 31, 2013

TO THE SHAREHOLDERS OF GIVO LIMITED

The Directors present their 20th Annual Report together with Audited Annual Accounts of the Company for the year ended March 31,2013.

1. FINANCIAL RESULTS

(Rs. in Lacs)

2012-2013 2011-2012 Partlculars (April 12 to March 13) (April 11 to March 12)

Gross Sales & Other Income 1798.38 1970.97

Expceptional Items - Gain / Loss

Profit before Interest, depreciation & taxes 123.24 144.31 Less : Intesrest & Finance Charges 26.49 20.49

Depreciation 51.90 51.39

: Taxes Including Deferred Taxes 23.19 14.02

Net Profit After Tax 21.66 58.41



2. DIVIDEND

Your Directors regret their inability to recommend any dividend for the year under report due to non-availability of distributable profits.

3. OPERATIONS

During the financial year 2012-13 your Company''s gross sales turnover has been marginally lower at Rs 1681.35 Lacs in comparison with last year''s turnover at Rs 1956.32 Lacs primarily on account of orders and declining trend of the pricing per unit.

Export turnover at Rs.979.18 Lacs this year has also shown marginally better performance as against Rs. 927.98 Lacs in the last year.

4. STATUTORY AUDITORS

M/s. B.S. Sawhney & Associates, Chartered Accountants, retires as Statutory Auditors of the company in the forthcoming Annual General Meeting and are eligible for re-appointment.

5. AUDITORS'' OBSERVATIONS

The Company has conducted during the year physical verification of its fixed assets in terms of its policy of physical verifications of fixed assets once in two years in view of the nature and volume of the assets. The other observations made in the Auditor''s Report, read together with the relevant notes thereon, are self-explanatory and hence do not call for any comments under Section 217 of the Companies Act, 1956.

6. LISTING OF SHARES

The equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE). The Annual Listing fees and Annual Custody Fee for the Year 2013-2014 have been paid.

7. ESOS. 2009

Your Company had issued 16.75 Lacs stock options to certain employees including some directors pursuant to the Employees Stock Option Scheme,2009 (ESOS,2009). Keeping in view that no employee/director has exercised any option so far, your directors have decided not to charge any expense in the accounts books on account of employees stock options during the year 2012-13 (previous year : Rs. NIL).

8. PUBLIC DEPOSIT

The Company, during the year under review has not accepted nor renewed any deposits from public under the Companies (Acceptance of Deposits) Rules, 1975. The company did not have any unclaimed/overdue deposits as on 31st March 2013.

9. DIRECTORS

9.1 Sh. Ajay Srivastava retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment, which the Board recommends for his re-appointment.

9.2 Dr. Ram S. Tarneja retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment, which the Board recommends for his re-appointment.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, 1956 we hereby state:

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

(b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2013 and its profits for the year ended on that date;

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

(d) That the Directors have prepared the annual accounts on a going concern basis.

11. PERSONNEL

There is no employee of the Company covered under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

12. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EARNINGS AND OUTGO

Particulars required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure-1 to this report.

13. CORPORATE GOVERNANCE REPORT

The company has complied with the applicable provisions of Corporate Governance under Clause 49 of the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance compliance is annexed as Annexure - II as a part of this Annual report.

In compliance with the Corporate Governance requirements, the company has implemented a code of conduct for all its Board members and Senior Management, who have affirmed compliance thereto. The said Code of Conduct has been posted on the Company''s website. A declaration to this effect signed by the Chief Executive Officer (CEO) of the Company is annexed to this report.

The CEO and Chief Financial Officer (CFO) have certified to the Board with regard to the financial statements and other matters as required in clause 49 of the listing agreement and the said certificate is annexed to this report.

14. ACKNOWLEDGMENT

Your Directors wish to place on record their sincere appreciation to employees at all levels for their dedicated services and contribution to the company.

The Directors take this opportunity to place on record their appreciation of the support received from all stakeholders, customers and the various departments of Central and State Governments, Bankers, Dealers and suppliers of the company.

For and on behalf of the Board of Directors

Sd/-

Place: Gurgaon Karan Singh Thakral

Date: May 10,2013 CHAIRMAN & DIRECTOR


Mar 31, 2012

The Directors present their 19th Annual Report together with Audited Annual Accounts of the Company for the year ended March 31, 2012.

1. FINANCIAL RESULTS

(Rs. in Lacs)

Particulars 2011 -2012 2010 -2011 (April 11 to March 12) (April 10 to March 11)

Gross Sales & Other Income 1970.97 1886.48

Exceptional Items -Gain/(Loss) - (8.24)

Profit before interest, depreciation & taxes 144.31 145.26

Less : Interest & Finance Charges 20.49 31.91

: Depreciation 51.39 43.93

: Taxes (including Deferred taxes) 14.02 8.16

Net Profit after tax 58.41 53.03

2. DIVIDEND

Your Directors regret their inability to recommend any dividend for the year under report due to non-availability of distributable profits.

3. OPERATIONS

During the financial year 2011-12 your Company's gross sales turnover has been marginally higher at Rs 1956.32 Lacs in comparison with last year's turnover at Rs. 1865.97 Lacs primarily on account of increased FCMT volumes and better pricing.

Export turnover at Rs. 927.98 Lacs this year has shown better performance as against Rs. 236.96 Lacs in the last year.

4. STATUTORY AUDITORS

M/s. B.S. Sawhney & Associates, Chartered Accountants, retires as Statutory Auditors of the company in the forthcoming Annual General Meeting and are eligible for re-appointment.

5. AUDITORS' OBSERVATIONS

The Company has conducted during the year physical verification of its fixed assets in terms of its policy of physical verifications of fixed assets once in two years in view of the nature and volume of the assets. The other observations made in the Auditor's Report, read together with the relevant notes thereon, are self-explanatory and hence do not call for any comments under Section 217 of the Companies Act, 1956.

6. LISTING OF SHARES

The equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE). The Annual Listing fees and Annual Custody Fee for the Year 2012-2013 have been paid.

7. ESOS. 2009

Of the total 20 (twenty) lacs stock options, your Company has issued 16.75 Lacs stock options to certain employees including some directors pursuant to the Employees Stock Option Scheme,2009 (ESOS,2009). Keeping in view that no employee/director has exercised any option so far, your directors have decided not to charge any expenses in the accounts books on account of employees stock options during the year 2011-12 (previous year: Rs. NIL).

8. PUBLIC DEPOSIT

The Company, during the year under review has not accepted nor renewed any deposits from public under the Companies (Acceptance of Deposits) Rules, 1975. The company did not have any unclaimed/overdue deposits as on 31st March 2012.

9. DIRECTORS

9.1 Sh. Karan Singh Thakral retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment, which the Board recommends for his re-appointment.

9.2 Sh. GD. Khemani retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment, which the Board recommends for his re-appointment.

10. DIRECTORS' RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, 1956 we hereby state:

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

(b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2012 and its profits for the year ended on that date;

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

(d) That the Directors have pr epared the annual accounts on a going concern basis.

11. PERSONNEL

Particulars of employees required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are given in the Annexure -I to this Report.

12. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EARNINGS AND OUTGO

Particulars required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure- II to this report.

13. CORPORATE GOVERNANCE REPORT

The company has complied with the applicable provisions of Corporate Governance under Clause 49 of the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance compliance is annexed as Annexure - III as a part of this Annual report.

In compliance with the Corporate Governance requirements, the company has implemented a code of conduct for all its Board members and Senior Management, who have affirmed compliance thereto. The said Code of Conduct has been posted on the Company's website. A declaration to this effect signed by the Chief Executive Officer (CEO) of the Company is annexed to this report.

The CEO and Chief Financial Officer (CFO) have certified to the Board with regard to the financial statements and other matters as required in clause 49 of the listing agreement and the said certificate is annexed to this report.

14. ACKNOWLEDGMENT

Your Directors wish to place on record their sincere appreciation to employees at all levels for their dedicated services and contribution to the company.

The Directors take this opportunity to place on record their appreciation of the support received from all stakeholders, customers and the various departments of Central and State Governments, Bankers, Dealers and suppliers of the company.

For and on behalf of the Board of Directors

Sd/-

Place: Gurgaon Karan Singh Thakral

Date: 28th May , 2012 CHAIRMAN & DIRECTOR

 
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