Mar 31, 2014
Dear Members,
The Directors are pleased to present the 14th Annual Report and the
Audited Accounts of the Company for the year ended on 31st March, 2014
along with the Management Discussion and Analysis Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
FINANCIAL RESULTS:
The operating results of the Company for the period under review are as
follows:
(Amt In Lacs)
Particulars The year ended on 31st March 2014
Standalone Consolidated Standalone Consolidated
Profit/Loss before depreciation,
tax (581.94) 3924.62
Less : Depreciation 10.96 3337.58
Profit/Loss before tax and
extraordinary items (592.91) 587.05
Less : provision for tax - 736.58
Less : Fringe benefit tax - -
Less : Deferred Tax (1.39) 821.68
Less : Exceptional items 2691.94 2736.22
Profit/(Loss) after tax (3278.46) (3707.44)
Minority Intrest - (83.65)
Less: Prior Period adjustments/
extra ordinary items (2.50) (3.22)
Adjusted Profit / (Loss ) (3280.96) (3620.56)
Add:Profit/ (Loss) Brought forward (469.41) 957.73
Balance carried to B/s (3750.37) (2662.83)
(Amt In Lacs)
Particulars The year ended on 31st March 2013
Standalone Consolidated
Profit/Loss before depreciation,
tax 2.91 1596.24
Less : Depreciation 10.93 2854.79
Profit/Loss before tax and
extraordinary items (8.02) (1258.55)
Less : provision for tax 1.50 426.51
Less : Fringe benefit tax - -
Less : Deferred Tax (3.16) (459.40)
Less : Exceptional items - (494.33)
Profit/(Loss) after tax (6.36) (731.33)
Minority Intrest - (62.38)
Less: Prior Period adjustments/
extra ordinary items (2.41) (2.41)
Adjusted Profit / (Loss ) (3.95) (666.54)
Add:Profit/ (Loss) Brought forward (465.46) 1624.27
Balance carried to B/s (469.41) 957.73
DIVIDEND:
Directors do not recommend any dividend.
THE YEAR IN RETROSPECT:
During the year under review, company achieved revenue of INR 1077.132
cr. with revenues from Overseas business amounting to INR 951.01 cr.
and Domestic business amounting to INR 126.12 cr. The focus on sales
has continued to be in the local markets of India for S.Kumars and
S.KumarsUnimart products and for Klopman, the focus has been to further
consolidate its position in European markets as well as to explore new
international markets.
BUSINESS OUTLOOK AND PLANS:
S Kumars Unitexx Division is diversifying the portfolio of Unimart by
expanding its customer base to cover segments such as Oil and Gas, Iron
and Steel, Pharma and Cement, to name a few. S.Kumars Unimart also
plans to launch Unimart stores all over India which will be a
one-stop-shop for all uniform needs.
S.Kumars Limited is modernising and upgrading its existing plants to
improve the quantity and quality of the production.
Klopman is in the process of expanding its base to cover international
markets like India, Middle East, South Africa, Australia and New
Zealand along with existing markets. Middle East is an important market
for Klopman, to increase the focus in this market Klopman has started a
branch office in Dubai from January 2013. Further Klopman International
has formed a Joint Venture Company in Indonesia with Argo Group. The
Joint Venture Company is called as PT Klopman Argo International and
would produce about 15 million meters work wear fabric per annum at its
rated capacity with as ales revenue of 25 million Euros.
SUBSIDIARY COMPANIES:
S. Kumars Limited and MW Unitexx S.A. are Subsidiary Companies of MW
Unitexx Limited.
Further S. Kumars Limited is having two subsidiary Companies viz.
1) Manmade fabric sales services Private Limited and
2) Manors Textile Limited.
MW Unitexx S.A. is having subsidiary Companies Viz.
1) Klopman Espana SA
2) Klopman Gmbh
3) Klopman AG
4) Intex S.A.
5) Klopman International Srl
6) Klopman India Private Limited
Further, Klopman India Private Limited is having one subsidiary Company
namely, Klopman Textile Private Limited
There has been no material change in the nature of the business of the
subsidiaries. A statement containing brief financial details of the
subsidiaries is included in the Annual Report.
As required under the Listing Agreements entered into with the Stock
Exchanges, a consolidated financial statement of the Company and its
subsidiaries is attached. The consolidated financial statements have
been prepared in accordance with the relevant accounting standards as
prescribed under Section 211(3C) of the Act. These financial statements
disclose the assets, liabilities, income, expenses and other details of
the Company and its subsidiaries.
In accordance with the General Circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Statement of
Profit and Loss 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
provide a cop of separate annual accounts in respect of each of its
subsidiary to any shareholder of the Company who asks for it and the
said annual accounts will also be kept open for inspection at the
Registered Office of the Company.
DEMATERIALISATION OF SHARES:
The trading in equity shares of the company is permitted only in
dematerialised form. A total of 85.79% shares are held in
dematerialised form with NSDL and CDSL as on 31st March, 2014.
DIRECTORS:
In terms of the Articles of Association of the Company, Mr. Mukul S.
Kasliwal, Director retire at the ensuing Annual General Meeting and,
being eligible, offer themselves for re-appointment.
According to New Companies Act, 2013 the Company is appointing Mr. Y.
R. Shah and Mr. G. Banerjee, Independent Directors for the period of
five years. 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 Companies Act, 2013 and under Clause 49 of the
Listing Agreement with the Stock Exchanges.
Mr. P. S. Shenoy has resigned from the Board of the Company w.e.f. June
17, 2014
Mr. N. Ramakrishnan has resigned from the Board of the Company w.e.f.
August 14, 2014
AUDIT COMMITTEE:
In accordance with Section 177 of the Companies Act, 2013 and Clause 49
of the Listing Agreement, the Company has constituted the Audit
committee which currently consists of Mr. G Banerjee - (Chairman of
Audit Committee), Mr. Y. R. Shah, and Mr. M. Hudli (Members).
AUDITORS AND AUDITORS'' REPORT:
M/s, Shyam Malpani & Associates, Chartered Accountants, Statutory
Auditor of the Company hold office till the conclusion of the ensuing
Annual General Meeting and are eligible for re-appointment.
The Company has received letter from M/s Shyam Malpani & Associates to
the effect that their re-appointment, if made, would be within the
prescribed limits under Section 141(3)(g) of the Companies Act, 2013
and that they are not disqualified for re-appointment.
The Notes on Financial Statements referred to in the Auditors Report
are self - explanatory and do not call for any comments
FIXED DEPOSITS:
The Company has not accepted any Deposits and such, no amount on
account of principal or interest on public deposits was outstanding as
on the date of balance sheet.
CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out
by SEBI. The Company has also implemented several best corporate
governance practices.
The Report on corporate governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report. The requisite
certificate from the Auditors of the Company confirming compliance with
the conditions of corporate governance as stipulated under the
aforesaid Clause 49 is attached to the Report on Corporate Governance.
DIRECTORS'' RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act, 2013, with respect to
Directors'' Responsibility Statement, it is hereby confirmed that:
i) In the preparation of the Annual Accounts for the Financial Year
ended 31st March 2014, the applicable accounting standards read with
requirement set out under Schedule VI to the Companies Act, 1956, have
been followed and there are no material departures from the same..
ii) The Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give true and fair view of the State of Affairs of
the Company at the end of the financial year 31st March 2014 and of the
profit/loss of the Company for that period.
iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing / detecting fraud and other irregularities
iv) The Directors have prepared the annual accounts of the Company on a
''going concern'' basis; and
v) The directors, , had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively
vi) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
The Company has appointed M/s. Roy Jacob & Co, Practicing Company
Secretary, to conduct Reconciliation of Share Capital Audit of the
Company. The Audit is carried out every quarter and the report thereon
is placed before the Board of Directors & thereafter is submitted to
Stock Exchanges.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
CONSERVATION OF ENERGY:
The scope for conservation of energy is limited in the type of industry
in which your Company is engaged. However, the Company continues to
accord high priority to conservation of energy by opting for more power
effective replacements of equipments and electrical installations.
TECHNOLOGY ABSORPTION:
Every effort is made by the company to update the technological skills
of its technical staff in order to ensure that they possess adequate
skills to enable them to serve the Company''s clients.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The relevant information in respect of the foreign exchange earnings
and outgo has been given in the Notes forming part of the Accounts for
the year ended on 31st March, 2014.
PARTICULARS OF EMPLOYEES:
In terms of provisions of Section 217(2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975 as
amended the Company has no employees who were in receipt of the
remuneration of Rs. 60,00,000/- or more per annum during the year ended
31st March, 2014 or Rs. 5,00,000/- or more per month during any part of
the said year.
ACKNOWLEDGEMENTS:
Your Directors place on record their sincere appreciation for the
co-operation and assistance received from the Customers, Bankers,
Regulatory bodies, Stakeholders including financial Institutions and
other business associates who have extended their valuable sustained
support and encouragement during the year under review.
For and on behalf of the Board of Directors,
Sd/-
Mukul Kasliwal
Chairman
Place: Mumbai
Date : August 14, 2014
Mar 31, 2013
Dear Members,
The Directors have immense pleasure in presenting the 13th Annual
Report and Audited Accounts of your Company for the financial year
ended 31si March, 2013.
FINANCIAL RESULTS:
The brief highlights of financial results of the Company for the
Financial Year 2012-13 as compared to the previous financial year 2011
- 12 are as under:
(Amt In Lacs)
Particulars The year ended
on 31/03/2013 The year ended
on 31/03/2012
Standalone Consolidated Standalone Consolidated
Profit/(Loss)
before
depreciation & Tax 2.91 1,596.24 52.05 6,752.52
Less: Depreciation 10.93 2,854.79 1.00 2,864.30
Profit/(Loss)
before Tax and
Extra Ordinary Item (8.02) (1,258.55) 51.05 3,888.22
Less: Provision for tax 1.50 426.51 11.50 1140.34
Less : Fringe benefit tax
Less: Deferred tax (3.16) (459.40) (2.22) 688.98
Exceptional items (494.33) 20.83 126.61
Profit/(Loss) after tax (6.36) (731.33) 20.94 1,932.29
Minority interest (62.38) 23.74
Less: Prior period
adjustments / extra
ordinary items (2.41) (2.41) (3.35) (3.35)
Adjusted Profit / (Loss) (3.95) (666.54) 24.29 1,911.90
Add: Profit / (Loss)
brought forward from
previous year (465.46) 1,624.27 (489.75) (287.63)
Balance carried
to Balance Sheet (469.41) 957.73 (465.46) 1,624.27
DIVIDEND:
Keeping in view the current economic scenario your directors do not
recommend dividend for the year under review.
THE YEAR IN RETROSPECT:
During the year under review, company achieved consolidated turnover of
INR 935.72 cr. with revenues from Overseas business amounting to INR
787.28 cr. and Domestic business amounting to INR 148.47 cr. The focus
on sales has continued to be in the local markets of India for
S.Kumars, Unimart and Klopman products, the focus has been to further
consolidate its position in European markets as well as to explore new
international markets.
BUSINESS OUTLOOK AND PLANS:
S Kumars Unitexx Division is diversifying the portfolio of Unimart by
expanding its customer base to cover segments such as Oil and Gas, Iron
and Steel, Pharma and Cement, to name a few. It has been also planned
to launch Unimart stores all over India which will be a one-stop-shop
for all uniform needs.
S.Kumars Limited is modernising and upgrading its existing plants to
improve the quantity and quality of the production.
Klopman is in the process of expanding its base to cover international
markets like India, Middle East, South Africa, Australia and New
Zealand along with existing markets. Middle East is an important market
for Klopman, to increase the focus in this market Klopman has started a
branch office in Dubai from January 2013. Further Klopman International
has formed a Joint Venture Company in Indonesia with Argo Group. The
Joint Venture Company is called as PT Klopman Argo International and
would produce about 15 million meters work wear fabric per annum at its
rated capacity with a sales revenue of 25 million Euros.
SUBSIDIARY COMPANIES:
S. Kumars Limited is having 2 subsidiaries namely a) Manmade Fabrics
Sales Services Private Limited b) Manors Textiles Limited. MW Unitexx
S.A. is having subsidiary Companies namely Klopman Holding S.a.r.l.
which in turn holds six subsidiaries namely: 1) Klopman Espana SA 2)
Klopman Gmbh 3) klopman AG 4) Intex S.A. 5) Klopman International Sri
6) Klopman India Private Limited.
Further, Klopman India Private Limited is having one Subsidiary Company
namely Klopman Textiles Private Limited.
Pursuant to the provision of Section 212 of the Companies Act, 1956 a
statement containing a brief of the financial details of the Company''s
subsidiaries for the financial year ended March 31, 2013 is included in
the Annual Report. The annual accounts of the Subsidiary companies will
be made available for inspection to the members of the Company, if they
so desire.
CONSOLIDATED FINANCIAL STATEMENTS:
The Audited Consolidated Financial Statements, based on the financial
statements received from the subsidiaries as approved by their
respective Board of Directors, have been prepared in accordance with
the requirements of Accounting Standard 21 on "Consolidated Financial
Statements'' and Accounting Standard 23 on "Accounting for investment in
Associates in Consolidated Financial Statements.
DIRECTORS:
Mr. Y. R. Shah and Mr. N. Ramakrishnan, Directors, retire by rotation
and being eligible, offer themselves for re-appointment at the ensuing
Annual General Meeting.
AUDITORS:
M/s. Shyam Malpani & Associates, Chartered Accountants who are liable
to retire at the conclusion of the forthcoming Annual General meeting,
have offered themselves for re-appointment as Auditors of the Company.
A written certificate to the effect that their appointment, if made,
would be within the prescribed limits under Section-224(l B) of the
Companies Act, 1956, has been obtained by the Company from them. The
members are requested to consider their re-appointment and fix
remuneration.
AUDITORS REPORT:
The observations of the Auditors in their report read together with the
Notes to Accounts are self explanatory and therefore, in the opinion of
the Directors, do not call for any further explanation.
COST AUDITOR:
The Company has appointed M/s Sanjay Kumar & Co., Cost Accountants (M.
No. 27376) as the Cost Auditor for conducting Cost Audit of S. Kumars
Unitexx Division for the financial year 2013-14
HUMAN RESOURCE:
Maintenance of a cordial and supportive environment is a pre-requisite
for the smooth functioning of any organization. This requires the
management and the employees to fully understand and respect each
other. On an ongoing basis the management identifies and implements
necessary measures to maintain a positive climate and improve
performance levels. Your Directors also wishes to place on record their
appreciation for the dedication and commitment displayed by all
executives, officers and staff at all levels of the company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange, is presented in a separate section forming part of the
Directors'' Report.
CORPORATE GOVERNANCE :
The Company is committed to uphold the highest standards of Corporate
Governance and adhere to the requirements set out by Clause 49 of the
Listing Agreement with Stock Exchange. Reports on Corporate Governance
along with the Certificate from the Practicing Company Secretary
regarding the compliance of Corporate Governance conditions are made
part of this Annual Report.
DIRECTORS'' RESPONSIBILITY STATEMENT:
In terms of Section 217 (2AA) of the Companies Act, 1956, the directors
confirm that:
i) In the preparation of the Annual Accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departure;
ii) Appropriate accounting policies have been selected and have 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 al the end of the financial year 2012-2013 and Profit of
the Company for that the year ended on 31s'' March, 2013;
iii) Proper and sufficient care has been taken for the maintenance of
adequate accounting records, in accordance with the provisions of the
Companies Act, for safeguarding the assets of the Company and for
preventing and delecting fraud and other irregularities;
iv) The annual accounts have been prepared on a going concern basis.
DEMATERIALIZATION OF SHARES :
The trading in equity shares of the company is permitted only in
Dematerialised form. A total of 85.79 c/i shares are held in
Dematerialised form with NSDL & CDSL as on 31st March, 2013.
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
The Company has appointed M/s. Roy Jacob & Co, Practicing Company
Secretary, to conduct Reconciliation of Share Capital Audit of the
Company. The Audit is carried out every quarter and the report thereon
is placed before the Board of Directors & thereafter is submitted to
Stock Exchanges.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS AND OUTGO:
CONSERVATION OF ENERGY:
The scope for conservation of energy is limited in the type of industry
in which your Company is engaged. However, the Company continues to
accord high priority to conservation of energy by opting for more power
effective replacements of equipments and electrical installations.
TECHNOLOGY ABSORPTION:
Every effort is made by the company to update the technological skills
of its technical staff in order to ensure that they possess adequate
skills to enable them to serve the Company''s clients.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The relevant information in respect of the foreign exchange earnings
and outgo has been given in the Notes forming part of the Accounts for
the year ended on 31s'' March, 2013.
PARTICULARS OF EMPLOYEES:
In terms of provisions of Section 217(2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975 as
amended the Company has no employees who were in receipt of the
remuneration of Rs. 60,00,000/- or more per annum during the year ended
31st March, 2013 or Rs. 5.00,000/- or more per month during any part of
the said year.
ACKNOWLEDGEMENTS:
Your Directors place on record their sincere appreciation for the
co-operation and assistance received from the Customers, Bankers,
Regulatory bodies, Stakeholders including financial Institutions and
other business associates who have extended their valuable sustained
support and encouragement during the year under review.
By Order of the Board of Directors
Sd/-
Place: Mumbai Mukul S. Kasliwal
Date: 10th August, 2013 Chairman
Mar 31, 2012
The Directors have immense pleasure in presenting the Annual Report
and Audited Accounts of your Company for the financial year ended 31st
March, 2012.
FINANCIAL RESULTS:
The brief highlights of financial results of the Company for the
Financial Year 2011-12 as compared to the previous financial year 2010
- 11 are as under:
(Amt In Lacs)
Particulars The year ended on
31/03/2012 The year ended on
31/03/2011
Standalone Consolidated
Standalone Consolidated
Profit/ (Loss) before
deprecia- 52.05 6752.52 20.13 5842.81
tion & Tax
Less: Depreciation 1.00 2864.29 1.95 2398.79
Profit/ (Loss) before
Tax and 51.05 3888.22 18.18 3444.02
Extra
Ordinary Item
1Less : Provision for tax 11.50 1140.34 3.17 2036.14
Less : Fringe benefit tax - - - -
Less : Deferred tax (2.22) 688.97 (0.21) _4.62
Exceptional items 20.83 126.61 - 151.87
Profit/(Loss) after tax 20.94 1932.31 15.22 1251.39
Minority interest - 23.74 - -
Less: Prior period
adjustments / (3.35) (3.34) (3.30) (3.30)
extra
ordinary items
Adjusted Profit/(Loss) 24.29 1911.90 18.52 1254.68
Add: Profit / (Loss)
brought for- (489.75) (287.63) (508.27) (1542.31)
ward from previous year
Balance carried
to Balance Sheet (465.46) 1624.27 (4,89.75) (287.63)
DIVIDEND:
Keeping in view the current economic scenario and future fund
requirements of the Company and further to conserve resources to attain
long term growth objectives of the Company, your directors do not
recommend dividend for the year under review.
THE YEAR IN RETROSPECT:
Despite of recessionary trends which continued globally, especially in
Europe and pressure on Indian market, during the year under review your
company achieved better results in comparison to perfor- mance of
previous year with aggregate turnover of Rs. 543.88 Lacs as compared to
Rs. 375.24 Lacs in the previous year. The Company has earned profit
after tax and exceptional item of Rs. 24.28 lacs in 2011-2012 as
compared to Rs. 18.52 lacs in the previous year. During 2011-12, your
company achieved a consolidated turnover of Rs 1,01,989 Lacs and earned
consolidated profit of Rs. 1,911.90 lacs.
Your Company has focused on increase in its sale and operating profit
through market penetration and market development and is trying to
capture untapped markets so the volume of sales can see momentum in
succeeding years.
Klopman is now in the process of expanding its base to cover
international markets like India, Middle East, South Africa, Australia
and New Zealand along with existing market.
OVERVIEW OF BUSINESS OPERATIONS:
Using specialized domain knowledge MW Unitexx has always looked beyond
immediate opportunities and build business with long term potential.
Acquisition of Klopman Group was the first step and con- solidation of
textiles activities under MW Unitexx was another. Klopman has
maintained its leadership in Work Wear, Protective Wear and School
Uniform markets by deploying its expanding range of solution product
portfolio to address sophisticated requirements of end users, across
European and India mar- kets.
MW 's ability to constantly reinvest itself and respond faster to
market needs and yet remain focused in its core competencies is the
fundamental reason for its success. Your Directors are confident that
the com- pany will strive hard to maintain the performance and improve
the same in the current year.
MERGER:
The Scheme of Merger of Progard Textiles (India) Private Limited with
the Company has been approved by the Hon'ble High Court of Bombay on
the 02nd September, 2011. Accordingly, all the Assets and Liabili- ties
of Progard Textiles (India) Private Limited stands transmitted to MW
Unitexx Limited (earlier known as S. Kumars Unitexx Limited) w.e.f. the
appointed date of the merger scheme i.e. 1st April 2011.
CHANGE IN NAME OF THE COMPANY:
Pursuant to the scheme of merger as approved by Hon'ble High Court,
Bombay, name of the Company has been changed from S. Kumars Unitexx
Limited to "MW UNITEXX LIMITED."
SUBSIDIARY COMPANIES:
Consequent to the scheme of merger of Progard Textiles (India) Private
Limited with MW Unitexx Limited
(earlier known as S. Kumars Unitexx Limited), S. Kumars Limited & MW
Unitexx S. A. have become sub- sidiary Companies of MW Unitexx Limited
. Further, S, Kumars Limited is having 2 subsidiaries namely
?) Manmade Fabrics Sales Services Private Limited b) Manors Textiles
Limited. MW Unitexx S.A. is hav- ing subsidiary Companies namely
Klopman Holding S.a.r.l. which in turn holds six subsidiaries namely:
1) Klopman Espana SA 2) Klopman Gmbh 3) klopman AG 4) Intex S.A. 5)
Klopman International Srl
?) Klopman India Private Limited.
Further, Klopman India Private Limited is having one Subsidiary Company
namely Klopman Textiles Private Limited.
Pursuant to the provision of Section 212 of the Companies Act, 1956 a
statement containing a brief of the financial details of the Company's
subsidiaries for the financial year ended March 31, 2012 is included in
the Annual Report. The annual accounts of the Subsidiary companies will
be made available for inspec- tion to the members of the Company, if
they so desire.
CONSOLIDATED FINANCIAL STATEMENTS:
The Audited Consolidated Financial Statements, based on the financial
statements received from the subsidiaries as approved by their
respective Board of Directors, have been prepared in accordance with
the requirements of Accounting Standard 21 on "Consolidated Financial
Statements' and Accounting Standard 23 on "Accounting for investment in
Associates in Consolidated Financial Statements.
ISSUE OF EQUITY SHARES AND COMPULSORY CONVERTIBLE PREFERENCE SHARES
(CCPS):
As per the scheme of Merger between the Progard Textiles (India)
Private Limited with the Company and subsequent order passed by Hon'ble
High Court, Bombay on 2nd September, 2012 approving the scheme of
merger, shareholders of merged entity i.e. MW Corp Private Limited has
been allotted 40,76,108 Equity Shares and 19,56,53,176 Compulsory
Cumulative Preference Shares during the year.
DIRECTORS:
As per the provisions of Section 260 of the Companies act, 1956, Mr.
P.S. Shenoy is appointed as Additional Director of the company. Further
Mr. Mukul S. Kasliwal and Mr. Warij A. Kasliwal retire by rotation and
being eligible, offers themselves for re-appointment. The board
recommend for their appointment at annual general meeting.
AUDITORS:
M/s. Malpani & Associates, Chartered Accountants who are liable to
retire at the conclusion of the forthcoming Annual General meeting,
have offered themselves for re-appointment as Auditors of the Company.
A written certificate to the effect that their appointment, if made,
would be within the prescribed limits under Section-224(1B) of the
Companies Act, 1956, has been obtained by the Company from them. The
members are requested to consider their re-appointment and fix
remuneration.
AUDITORS REPORT:
The observations of the Auditors in their report read together with the
Notes to Accounts are self explanatory and therefore, in the opinion of
the Directors, do not call for any further explanation.
HUMAN RESOURCE:
Maintenance of a cordial and supportive environment is a pre-requisite
for the smooth functioning of any organization. This requires the
management and the employees to fully understand and respect each
other. On an ongoing basis the management identifies and implements
necessary measures to maintain a positive climate and improve
performance levels. Your Directors also wishes to place on record their
appreciation for the dedication and commitment displayed by all
executives, officers and staff at all levels of the company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange, is presented in a separate section forming part of the
Directors' Report.
CORPORATE GOVERNANCE :
The Company is committed to uphold the highest standards of Corporate
Governance and adhere to the requirements set out by Clause 49 of the
Listing Agreement with Stock Exchange. Reports on Corporate Governance
along with the Certificate from the Practicing Company Secretary
regarding the compliance of Corporate Governance conditions are made
part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Section 217 (2AA) of the Companies Act, 1956, the directors
confirm that:
i) In the preparation of the Annual Accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departure;
ii) Appropriate accounting policies have been selected and have 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 at the end of the financial year 2011-2012 and Profit of
the Company for that the year ended on 31st March, 2012;
iii) Proper and sufficient care has been taken for the maintenance of
adequate accounting records, in accordance with the provisions of the
Companies Act, 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.
DEMATERIALIZATION & NOMINATION:
Your Company has tied up with National Securities Depository Ltd.
(NSDL) and Central Depository Services (India) Ltd. (CDSL) to enable
the shareholders to trade and hold shares in an electronic/
dematerialized form. Those shareholders holding equity shares in
physical form are advised to take benefits of dematerialization. In the
best interest of all members, they are advised to register nomination
with respective DP or RTA, immediately.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
CONSERVATION OF ENERGY:
The scope for conservation of energy is limited in the type of industry
in which your Company is engaged. However, the Company continues to
accord high priority to conservation of energy by opting for more power
effective replacements of equipments and electrical installations.
TECHNOLOGY ABSORPTION:
Every effort is made by the company to update the technological skills
of its technical staff in order to ensure that they possess adequate
skills to enable them to serve the Company's clients.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The relevant information in respect of the foreign exchange earnings
and outgo has been given in the Notes forming part of the Accounts for
the year ended on 31st March, 2012.
PARTICULARS OF EMPLOYEES:
In terms of provisions of Section 217(2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975 as
amended the Company has no employees who were in receipt of the
remuneration of Rs. 60,00,000/- or more per annum during the year ended
31st March, 2012 or Rs. 5,00,000/- or more per month during any part
of the said year.
ACKNOWLEDGEMENTS:
Your Directors place on record their sincere appreciation for the
co-operation and assistance received from the Customers, Bankers,
Regulatory bodies, Stakeholders including financial Institutions and
other business associates who have extended their valuable sustained
support and encouragement during the year under review.
By Order of the Board of Directors
Sd/-
Place: Mumbai Mukul S. Kasliwal
Date: 30/07/2012 Chairman
Mar 31, 2010
The Directors have pleasure in presenting the Ninth Annual Report
together with the audited accounts for the year endedMarch31,2010
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
A detailed review of the progress and the future outlook of the Company
and its business, as stipulated under Clause 49 of the Listing
Agreement with the Stock Exchange, is presented in Management
Discussion & Analysis Report forming part of the Annual Report.
FINANCIAL HIGHLIGHTS:
The operating results of the Company for the period under review are as
follows:
(Amt in Rs )
The year The year
Particulars ended on ended on
31/03/2010 31/03/2009
Profitless) before depreciation & tax (7,982,202) 6,62,910
Less: Depreciation 245,496 1,68,918
Profit/(Loss)beforetax (8,227,698) 4,93,992
Less Provision for tax - 60,000
Less: Fringe benefit tax - 1,12,391
Less deferred tax (44,629) (1,30,795)
Less:Income tax of Earlier years
Profit/(Loss) after tax (8,183,069) 4,52,396
Less: Prior period adjustments/
extra ordinary items (40,440) 89,297
Adjusted Profit/(Loss) (8,142,629) 3,63,099
Add: Profit/(Loss) brought
forward from Previousyear (42,684,917) (43,048,016)
Balance carried to Balance Sheet (50,827,546) (42,684,917)
DIVIDEND:
Your Directors do not recommend any dividend. THE YEAR IN RETROSPECT:
During the year, the Company has shown strong growth in Corporate
Uniform Solutions - adding new clients like HPCL Plethico, Meru Cab,
Galaxy, Schrader Duncan, Shoppers Stop, etc., as well as receiving
repeat orders from existing clients like Tata Teleservices, Croma,
Voltas, Bisleri, Haldiram, Nissan, etc. During the year under review,
the Company achieved turnover of Rs. 234 lacs. Although the Domestic
market sales improved, recession in international markets affected
exports of the Company.
The marketing of Klopman Fabric, a leading Work Wear and Protective
Wear Fabric, has started picking up and is expected to improve in the
current year. A
MERGER:
The proposal to merge M/s Progard Textiles (India) Private Limited
(group company) with the company is under process The merger will help
in consolidation of the textile business of the group under Unitex
Designs Limited which will boost future growth of the company.
Consequent to this merger, S. Kumars Limited and MW Unitexx SA, both
these companies will be subsidiary companies of Unitex Designs Limited.
S. Kumars Limited along with its subsidiary companies has turnover of
approx Rs. 6876 Lacs p.a. MW Unitexx S. A. is a Luxembourg-based
holding company of Textile s.a.r.1. which is a holding Company of
Klopnran international & other Klopman group Companies. Textiles
s.a.r.1. & all its subsidiary companies have aggregate turnover of
approx Euro 797 Lacs p.a (i.e. approx Rs. 48266.32
Lacsp.a.)KlopmanisaleadinghighendworkweW
The Company has appointed PRS & Associates as a consultant for the
scheme of merger. The valuation & share swap ratio of Progard Textiles
(India) Private Limited and Unitex Designs Limited along with all its
subsidiary Companies is being done by Grant Thomton ,chartered
Accountants.
CHANGE OF NAME:
Your Directors propose to change the name of the Company from Unitex
Designs Limited to "S. Kumars Unitexx
Limited- "S.Kumars" originally founded
Shri Abhayakumar Kasliwal is a household name in India, synonymous with
Value for Money. As it is a highly recognized and established brand
in the textile market in India, the Company intends to explore this
brand name to captore & streng then it sposition in both domestic and
international markets.
DIRECTORS:
During the year Mr. Jayant Godbole has tendered his resignation from
the post of Directorship due to preoccupation.
Further pursuant to provision of Section 260 of the Companies Act, 1956
and as per Articles of Association of the Company, Mr. N. Ramakrishnan
has been appointed as an Additional Director we.f 23.04.2010 & is
proposed to be appointed as Director liable to retire by rotation in
ensuing Annual General Meeting.
In terms of Article 123 of the Articles of Association of the Company,
Mr. Warij A. Kasliwal and Mr. Y. R. Shah, Director, retire by rotation
at the ensuing Annual General Meeting and, being eligible, offer
themselves for reappointment.
AUDIT COMMITTEE:
The Audit committee of the Company had been reconstituted during the
year as under:
a) Mr. N. Ramakrishnan - Chairman
b) Mr. Mukul Kasliwal - Member
c) Mr.VK.Jain - Member
d) Mr. YR Shah - Member
e) MrG.Banerjee - Member
AUDITORS:
M/s. Malpani & Associates, Chartered Accountants, the present statutory
auditors of the Company retire at the ensuing Annual General Meeting
and have confirmed their eligibility and willingness to accept office,
if re-appointed. The Board recommends their re-appointment.
FIXED DEPOSITS:
The Companyh as not accepted any Deposits from the public.
DEMATERIALISATION OF SHARES:
The trading in equity shares of the Company is permitted only in
dematerralrsed form. The Company offers
transfer-cum-dematfacilitytothose who have sent the share creates for
Wer.A total of 7129240 shares i.e7921% of issued capital are held in
dematenalrsed form with NSDL and CDSL as on 31s,March,2010.
SECRETARIAL AUDIT REPORT:
The Company has appointed M/s. Pramod S Shah & Associates, Practising
Company Secretary to conduct Secretarial Audit of the Company The Audit
is earned out every quarter and the report thereon is placed before the
Board of Directors & thereafte is submitted to Stock Exchanges.
CORPORATE GOVERNANCE:
The Company has complied with the Corporate Governance Code as
stipulated under the Listing agreement with the Stock
Exchange.AseparatesectiononCorporateGovernance,along with a certificate
from the auditors confirming the Compliance is annexed and forms part
of the Annual Report.
PARTICULARS OF EMPLOYEES:
Information as per Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975, as amended from time
to time forms part of this Report. However, as per the provisions of
Section 219(1) (iv) of the Companies Act, 1956 the Report and Accounts
are being sent to all the shareholders of the Company excluding the
statement of particulars of employees under section 217 (2A) of the
Companies Act. Any shareholder interested in obtaining a copy of the
said statement may write to the Asst. Company Secretary at the
Corporate Office of the Company.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section217(2AA)of the Compames Act, 1956,your Directors
confirm that to the best of their knowledge:
i) The applicable accounting standards have been followed in the
preparation of the Annual Accounts.
ii) Your Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give true and fair view of the State of Affairs of
the Company as at 31stMarch2010andoftheprofit/lossoftheCompanyforyear
ended asonthatdate. hi) Your Directors have taken proper and
sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets
of the Company and for preventing / detecting fraud and other
irregulanties. iv) Your Directors have prepared the attached Statement
of Accounts for the year ended 31st March 2010 on a going concernbasis.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Your Company is committed to energy conservation at every stage of its
operations. To keep pace with the technology revolution, your company
has take nnecessary steps in utilismg modern and advance technology
FOREIGN EXCHANGE EARNINGS AND OUT GO:
Earnings :Rs. 171.25 lacs
Outgo :Rs. 6.72 lacs
ACKNOWLEDGMENT:
Your Directors wish to place on record their appreciation for the
assistance and co-operation received from the Financial Institutions,
Banks, Government authorities, advisors, vendors, suppliers, Dealers
and members during the year under review. Your Directors wish to place
on record their appreciation for the committed services of the
executives, staff and workers of the Company.
For and on behalf of the Board,
Place: - Mumbai Sd/-
Date: - 11-8-2010 Mukul S. Kasliwal
Chairman