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Directors Report of Premier Synthetics Ltd.

Mar 31, 2015

DIRECTOR'S REPORT

To the Members of PREMIER SYNTHETICS LTD.

Dear Members,

The Directors take pleasure in presenting the Forty Fifth Annual Report together with the Audited Financial Statements for the year ended 31stMarch, 2015. The Management Discussion and Analysis Report has also been incorporated into this report.

FINANCIAL RESULTS:

(Rs, in lakhs)

Particulars Year Ended Year Ended 31st March, 31st March, 2015 2014

Gross Income 1620.26 2245.43

Profit before Interest.

Depreciation & tax 421.28 492 86

Less: Interest 99.43 172.97

Less: Depreciation 255.55 255.33

Profit before exceptional

items and tax 66.33 64.56

Add : Exceptional Items (51.07) 0 00

Profit before Tax 15.26 64.56

Less Provision for Tax 0,03 (199.19)

Profit after tax 15.23 263,75

Add : Profit/(Loss) brought

forward from previous year (3351.15) (3614.90)

Balance carried to Balance Sheet (3335.92) (3351,15)

DIVIDEND:

Your Directors do not recommended any dividend for the year ended on 31st March. 2015

OPERATIONS:

During the year under review, the company recorded a total income of Rs. 1620.26 Lacs as against Rs. 2245.43 Lacs in the previous year. The Company is engaged in manufacturing of Cotton Yarn and presently doing manufacturing on Job Work basis.

The Company made profit before exceptional item and tax of Rs. 66.33 Lacs as against profit of Rs. 64,56 Lacs in the previous year, After Exceptional items, the Net Profit aftertax of the Company for the year stood at Rs.15 23 lacs against net profit of Rs. 263.75 Lacs in the previous year. Company is expecting improvement in the current financial year.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

Mr. Gautamchand Kewalchand Surana, Mr. Vikram Amritlal Sanghvi, Mr. Rajiv Giriraj Bansal and Mr. Sanjaykumar Vinodbhai Majelhia entered into Share Purchase Agreement with the present Promoters- Mr. Anand Chandulal Arya, Mrs, Indu Anand Arya and M/s Cressida traders Pvt. Ltd, for acquisition of 23,35,000 Equity Shares of the Company on 24th April, 2015. Accordingly, Public Announcement and draft Open Offer to public have been filed with BSE and SEBI.

FINANCE:

Cash and cash equivalent as at 31st March, 2015 was 2.57 Lakhs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

FIXED DEPOSITS:

The Company has neither invited nor accepted any deposit from the public within the ambit of Section 73 of Companies Act. 2013 and the Companies (Acceptance of Deposits) Rules, 2014,

PARTICULARS OF LOANS, GUARANTEES FOR INVESTMENTS:

Details of Loans, guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review. Darwin Platform Capital Limited ceased to be Associate Company.

Brief details about the other Associates is provided in the Extract of Annual Return and hence not repeated here for the sake of brevity.

Your Company has no Subsidiary Company

LISTING FEES:

Listing Fees to The Bombay Stock Exchange Ltd has been paid for the financial year 2015-16.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company. Mr. Suresh John retires by rotation and is eligible for re-appointment.

During the Year under review, Ms. Rukmani Iyer was appointed as the Additional Director of the Company in the category of Non Executive Director with effect from 28th March, 2015,

MEETINGS:

During the year under review Five Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report The intervening gap between the Meetings was within the period prescribed under the Companies Act. 2013.

DIRECTORS' RESPONSIBILITY STATEMENT.

To Ihe best of their knowledge and belief and according lo the information and explanations.obtained by them, your Directors make the following statements tn terms of Section 134{3}(c) of the Companies Act. 2013:

a. that m the preparation of the annual financial statements for the year ended 31" March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any:

b thal such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31" Ma rch, 2015 a nd of the profit of the Company for the year ended on that date;

c, that proper and sufficient care has been taken Tor the maintenance of adequate accounting records In accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. that the annua! financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively

f, that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

AUDITORS:

* Statutory Auditors

The Auditors of the Company. M/s P C. Surana&Co.. has expressed their unwillingness to continue as Statutory Auditors, The Company has received a notice in writing from the members proposing the name of M/s Manish Jain &Co. Chartered Accountants, Mumbai, for appointment as Statutory Auditors. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for appointment as Auditors of the Company.

* Secretarial Auditor

Pursuant to the provi sions of Section 204 of th e Companies Act. 2013 and The Companies f Appointment and Remuneration of Managerial Personnel) Rules, 2014, ihe Company has appointed Ms. Jeethi Pillai, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure B".

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the Slock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract ofthe Annual Return informMGT 9 is annexed herewith as 'Annexure C.

CORPORATE SOCIAL RESPONSIBILITY(CSR):

The Board of your Company has constituted a CSR Committee. As on SI* March, 2015, the Committee comprises of three Directors. Your Company has developed a CSR Policy which is carried in this Annual Report. The Company shall spend, in each financial year, at least 2% of the average net profits of the Company made during the three immediately preceding financial years, The average net profit shall be calculated in accordance with the provisions of Section 193 ofthe Companies Act, 2013. The Company shall give preference to the local area and areas around it where it operates, for spending the amount earmarked for the activities

However, considering the accumulated losses of Rs. 33.36 Crs, during the year under review, and current Profit being less lhan 5-00 Crs. the CSR Committee and the Board is of the view that it is not required to spend on the CSR activity for the financial year 2014-15

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The inform abort on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134{3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith:

A, CONSERVATION OF ENERGY

a) Energy Conservation Measures Taken: Energy conservation remains one of (he most important areas of plant's performance and is being continuously monitored. Some of the measures taken are:

i. Separate energy meters have been installed for effectively monitoring the section wise energy consumption.

ii. Additional capacitor banks have been installed In different section.

iii. We have made optimum use of electrical motors and day light resources at plant.

b) Additional investments and proposals, if any being Implemented for reduction in consumption of energy:

Re-sizing of the motors is being done to run the motors at full load conditions.

c) Impact of measures at (a) and (b) above for reduction In energy and consequent Impact on the cost of production of goods: Energy conservation measures have lead to reduction in the cost of production.

d) Total energy consumption and energy consumption per unit of production as per Form A of the Annexure !n respect of Industries specified In the schedule thereto:

(A) Total Power and Fuel Consumption

2014-15 2013-14 1. Electricity

a) Purchased Units 73,00,107 76,06,703

Total Amount (Rs. in lakhs) 489.50 491.36

Rate/Unit(Rs.) 6.71 6.47

b) Own Generation

i) Through Duesel generator unit NIL NIL

Units per Ltr. OFDisei Oil Nil NIL

Cost/Unit(Rs. In Lakhs) Nil NIL

ii) Through sleam turbine/generator Units NIL NIL

Units per Itr. Of Oil/gas Nil NIL

Cost/UNIT NIL NIL

Coal

2. Quantity (Tonnes)

Total Cost NIL NIL

Average rata NIL NIL

NIL NIL

1, Furnace Oil

Quantity (Or.) NIL NIL

Total Amounts (Re. In lakhs) Nil NIL

Average Rate/unit (Rs.) NIL

4, Othera/Internal Generation

Quantity NIL NIL

Total Cost Nil NIL

Ratefunlt NIL NIL

Consumed per production unit Production

Standards 2014-15 2013 14

Electricity

At Rakahanpu Unit Per Kilogram 14,77 11.83

B. TECHNOLOGY ABSORPTION

The Company is regularly getting its products tested by Ahmedabad Textile industry Association (ATIRA), one of the premier textile research bodies at Ahmedabad and the product is constantly improved based an reports given by ATIRA. The Company is also sending its delegates from time to time to participate in the Seminars,and Conferences organized by AURA In share information pertaining to research and development and innovations in the textile products. The Company is not using imported technology in the manufacturing process.

C- Foreign Exchange Earnings and Outgo

Earnings :Rs, Nil (Previous year Rs. Nil)

Outgo Rs. Nit (Previous year Rs. Nil)

ACKNOWLEDGEMENTS

Your Directors thank the various Genual and State Government Departments, Organization and Agencies tor the continued help and co-ops ration extended by them The Directors also gratefully acknowledge ail stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year The Directors place on record their sincere appreciation to all employees of the Company for (heir unstinted commitment arid continued contribution to the Company.

For & on behalf of premier Synthetics Ltd,

Place: Mumbai Anand Arya Date: 11thMay, 2015 Chairman


Mar 31, 2013

To the Members,

The Directors present herewith the 43rd Annual Report together with the Audited Accounts of the Company for the year ended on 31s1 March, 2013.

FINANCIAL RESULTS:

(Rs. in lakhs)

Particulars Year Ended Year Ended 31ST March, 31s1 March, 2013 2012

Gross Income 1837.62 1447.03

ProfiV(Loss) before

depreciation, Interest & tax : 308.96 193.72

Less: Depreciation : 264.28 290.54

Less: Interest : 44.01 140.55

Profitf(Loss) before Exceptional Items & Taxes : 0.67 (237.37)

Add: Exceptional Items : 1149.24 414.73

Profit/(Loss) before Tax : 1149.90 177.36

Less: Provision for Taxation : (18.30)

ProfiV(Loss) after tax : 1168.20 177.36

Add: Transfer from Debenture Redemption Reserve : - 100.00

Add: Balance of loss From previous year : (5140.62) (5417.98)

Balance carried over

Balance Sheet : (3972.42) (5140.62)



DIVIDEND

Your Directors do not recommend any dividend for the year ended on 31st March, 2013.

OPERATIONS

During the year under review, the Company recorded a total income of Rs. 1837.62 Lakhs as against Rs. 1447.03 Lakhs in the previous year. The Company is mainly engaged in manufacturing of Cotton Yarns and presently doing manufacturing on Job Work basis.

Your Company made Net Profit of Rs. 0.67 Lakhs against Loss of Rs. 237.37 Lakhs in the previous year. After Exceptional Items, the Net Profit of the Company for the year stood at Rs. 1168.20 Lakhs against profit of Rs. 177.36 Lakhs in the previous year. The Company has performed satisfactory comparing to the previous year.

PREFERENCE SHAREHOLDERS

The arrears of dividend on Preference shares have been fully waived by Preference Shareholders upto 31.03.2012. The Preference shares are now redeemable on 30.09.2015 and carry Nil dividend.

LISTING AND TRADING OF EQUITY SHARES AT BOMBAY STOCK EXCHANGE (BSE)

The Bombay Stock Exchange has revoked the suspension imposed on the trading of shares of the Company and shares of the Company are now traded at the BSE. Listing fees for the financial year 2013-14 has been paid.

FIXED DEPOSITS

Your company has neither invited nor accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder.

DIRECTORS

Mr.S.K.Tambawalla, retires by rotation and being eligible, offers himself for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect of Director''s Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the accounts for the financial year ended 31" March, 2013, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended that date;

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

(iv) the Directors have prepared the accounts for the financial year ended 31s'' March, 2013 on a going concern basis.

PERSONNEL

The Company has not paid any remuneration attracting the provision of the Companies (Particulars of employees) Rules 1975 read with the Section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

CORPORATE GOVERNANCE

In terms of clause 49 of the Listing Agreement with the Stock Exchanges a report on the Corporate Governance is appended as annexure to this report.

CONSOLIDATED FINANCIAL STATEMENTS:

i) Company has one subsidiary - Premier Equity Limited.

As required under the listing agreement with the Stock exchange, the audited consolidated financial statements of the Company incorporating its subsidiary company prepared in accordance with applicable Accounting Standards are attached.

ii) The Ministry of Corporate Affairs has by its notification dated 8th February 2011 granted a general exemption to companies, as per which, the provision of section 212 shall not apply in relation to subsidiaries, subject to the fulfillment of certain conditions. Accordingly the consolidated financial statements of the holding company and subsidiary duly audited by its statutory auditors have been presented and the individual account of the subsidiary company has not been attached.

iii) Any shareholder may either ask for a copy or inspect at the registered office a copy of the audited accounts of the subsidiary company.

AUDITORS & AUDrTORS REPORT

M/s P.C.Surana & Co., Statutory Auditors of the Company, hold office until "he conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from M/S. P.C.Surana & Co., to the effect that their appointment, if made, would be within the limits prescribed under section 224 (1B) of the Companies Act, 1956 and that they are not disqualified from such appointment within the meaning of section 226 of the Companies Act, 1956.

PARTICULARS UNDER SECTION 217(1)(e) OF THE COMPANIES ACT.1956

As required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, the relevant information is given below:-

A CONSERVATION OF ENERGY :-

a) Energy Conservation Measures Taken : Energy conservation remains one of the most important areas of plant''s performance and is being continuously monitored. Some of the measures taken are:

i Separate energy meters have been installed for effectively monitoring the section wise energy consumption.

ii. Additional capacitor banks have been installed in different section.

iii. We have made optimum use of electrical motors and day light resources at plant.

b) Additional investments and proposals, if any being implemented for reduction in consumption of energy.

Re-sizing of the motors is being done to run the motors at full load conditions.

c) Impact of measures at (a) and (b) above for reduction in energy and consequent impact on the cost of production of goods: Energy conservation measures have led to reduction in the cost of production

d) Total energy consumption and energy consumption per unit of production as per Form A of the Annexure in respect of industries specified in the schedule thereto:

a TECHNOLOGY ABSORPTION :

The Company is regularly getting its products tested by Ahmedabad Textile Industry Association (ATIRA), one of the premier textile research bodies at Ahmedabad. The Company is also sending its delegates from time to time to participate in the seminars and conferences organized by ATIRA to share information pertaining to research and development and innovations in the textile products. Such participation enables the Company to absorb and adopt the latest available technology in the industry. The Company is not using imported technology in the manufacturing process.

C. Foreign Exchange Earnings and Outgo

Earnings : Rs. Nil (Previous Year Rs. Nil). Outgo : Rs. 16.60 Lacs (Previous Year Rs. 39.46 Lacs).

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude, the co-operation and assistance given by the Financial Institutions, Bankers and Customers of the Company during the year under review.

For and on behalf of the Board

Place: Mumbai Anand Arya

Date : 28th May, 2013 Chairman


Mar 31, 2012

The Directors present herewith the 42nd Annual Report together with the Audited Accounts of the Company for the current reporting period ended 31st March, 2012.

FINANCIAL RESULTS:

(Rs. in lakhs) Particulars Current Previous Reporting Reporting period Ended Period Ended 31st March, 31st March, 2012 2011

Gross Income : 1447.03 974.64

Profit/(Loss) before

Depreciation, Interest & tax : 193.72 6.66

Less : Depreciation : 29C.54 295.40

Less : Interest : 140.55 - Profit/(Loss) before Exceptional

Items & Taxes : (237.37) (288.74)

Add: Exceptional Items : 414.73 -

Profit/(Loss) before Tax : 177.36 (288.74)

Less: Provision for Taxation : - -

Profit(Loss) after tax : 177.36 (288.74) Add: Transfer from Debenture

Redemption Reserve : 100.00 - Add: Balance of loss from previous year : (5417.98) (5129.23)

Balance carried over to _ _

Balance Sheet : (5140.62) (5417.98)

DIVIDEND

Your Directors does not recommend any dividend on Equity or Preference Shares for the current reporting period ended 31s1 March, 2012.

OPERATIONS

During the current reporting period under review the Company recorded a total income of Rs. 1447.03 Lacs as against Rs. 974.64 Lacs in the previous reporting period. The Company is rnainiy engaged in manufacturing of Cotton Yarns and presently doing manufacturing on Job Work basis for other parties and earn income by way of Job Work.

The Net Profit of the Company in the current reporting period under review stood at Rs. 177.36 Lacs against the Losses of Rs. 288.74 Lacs in the previous reporting period.

Shares of the Company are now freely tradable after Bombay Stock Exchange revoked the suspension imposed on the trading of shares of the Company during the reporting period.

REFERENCE TO BIFR

The Company was declared a sick company by the Hon'ble Board for Industrial and Financial Reconstruction (B!FR) within the meaning of Clause (0) of sub-section (1) of section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985 vide its order dated 16.02.2006. The networth of the Company has become positive during the current reporting period and the Company is in the midst of making an application to come out of BIFR in the next hearing scheduled to be held on 03.05.2012 on the ground that it no more has negative networth.

FINANCES

The Company negotiated and settled their dues with Oman International Bank (S.A.O.G.) by making one time payment of Rs. 19.73 Crores pursuant to the order dated 15.04.2011 of the Hon'ble Debts Recovery Tribunal-II, Mumbai read with order dated 30.09.2011 passed by the Hon'ble Bombay High Court.

The Company also negotiated and settled the dues assigned to Genuine Commercial Services Private Limited by Financial Institutions during the reporting period.

AUDITORS' QUALIFICATION

As regards Auditors' Qualification in para no. 6 of the Report, your attention is drawn to item no. 3 of Note No. 'N' which are self explanatory.

FIXED DEPOSITS

Your company has neither invited nor accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made there under,

DIRECTORS

Mr. Suresh John, retires by rotation and being eligible, offers himself for re-appointment.

DIRECTORS'RESPONSIBILITY STATEMENT Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect of Director's Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the accounts for the financial year ended 31st March. 2012, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended that date;

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

(iv) the Directors have prepared the accounts for the financial year ended 31s1 March, 2012 on a going concern basis. PERSONNEL

The Company has not paid any remuneration attracting the provision of the Companies (Particulars of employees) Rules 1975 read with the Section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

CORPORATE GOVERNANCE

h terms of clause 49 of the Listing Agreement with the Stock Exchanges a report on the Corporate Governance is appended as annexure to this report.

AUDITORS & AUDITORS REPORT

M/s P.C.Surana & Co., Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from M/S. P.C.Surana & Co., to the effect that their appointment, if made, would be within the limits prescribed under section 224 (1B) of the Companies Act, 1956 and that they are not disqualified from such appointment within the meaning of section 226 of the Companies Act, 1956.

The observations & comments given by Auditors in their report read together with notes to accounts are self explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

PARTICULARS UNDER SECTION 217(1 )(e) OF THE COMPANIES ACT,1956

As required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, the relevant information is given below:-

A CONSERVATION OF ENERGY

a) Energy Conservation Measures Taken:

Energy conservation remains one of the most important areas of plant's performance and is being continuously monitored. Some of the measures taken are:

i. Separate energy meters have been installed for effectively monitoring the section wise energy consumption.

ii. Additional capacitor banks have been installed in different section.

iii. We have made optimum use of electrical motors and day Sight resources at plant.

b) Additional investments and proposals, if any being implemented for reduction in consumption of energy: Re-sizing of the motors is being done to run the motors at full toad conditions.

c) Impact of measures at (a) and (b) above for reduction in energy and consequent impact on the cost of production of goods: Energy conservation measures have led to reduction in the cost of production

d) Total energy consumption and energy consumption per unit of production as per Form A of the Annexure in respect of industries specified in the schedule thereto:

B. TECHNOLOGY ABSORPTION :

The Company is regularly getting its products tested by Ahmedabad Textile Industry Association (ATIRA), one of the premier textile research bodies at Ahmedabad. The Company is also sending its delegates from time to time to participate in the seminars and conferences organized by ATIRA to share information pertaining to research and development and innovations in the textile products. Such participation enables the Company to absorb and adopt the latest available technology in the industry. The Company is not using imported technology rn the manufacturing process.

C. Foreign Exchange Earnings and Outgo Earnings : Nil (Previous reporting period Rs. Nil).

Outgo: 39.46 lacs (Previous reporting period Rs. 30,64 lacs).

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude, the co-operation and assistance given by the Financial institutions, Bankers and Customers of the Company during the current reporting period under review.

For and on behalf of the Board

Sd/-

Place : Mumbai Anand Arya

Date : 23rd April, 2012 Chairman & Whole-time Director


Mar 31, 2011

The Directors present herewith the 41st Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2011.

FINANCIAL RESULTS:

(Rs. in lakhs) Particulars Year Ended Year Ended 31st March, 31st March, 2011 2010

Gross Income : 974.64 824.06

Profit/(Loss) before Interest, Depreciation & tax : 6.66 57.43

Less : Depreciation : 295.40 305.27

Less : Interest (Net) : 0.00 0.00 Profit/(Loss) before

Exceptional Items & Taxes : (288.74) (247.84)

Add: Exceptional Items : 0.00 5,762.79

Profit/(Loss) before Tax : (288.74) 5,514.95

Less: Provision for Taxation : 0.00 0.00

Profit/(Loss) for the year : (288.74) 5,514.95 Add: Balance of loss from : (5,129.23) (10,644,18) previous year

Balance carried over to Balance Sheet : (5,417.98) (5,129.23)

DIVIDEND

Your Directors does not recommend any dividend on Equity or Preference Shares for the year ended 31st March, 2011. OPERATIONS

During the year under review the Company recorded a total income of Rs. 9.74 Crores as against Rs.8.24 Crores in the previous year. The Company is mainly engaged in manufacturing of Cotton Yarns and presently doing manufacturing on Job Work basis for other parties and earn income by way of Job Work.

The Net Losses of the Company in the year under review stood at Rs, 288.74 Lacs against the Losses of Rs. 247.84 Lacs in the past year.

REFERANCETOBIFR

The Company has been declared as a sick industrial company (based on its audited Balance Sheet as at 31st March, 2001) wi!hm the meaning of clause (o) of sub-section (1) of section (3) of the Sick Industrial Companies (Special Provisions) Act, 1985 by the Hon'ble BIFR vide their order dated 16/02/2006. IFCI has been appointed as Operating Agency (O.A.). The Company submitted its Draft Rehabilitation Scheme (DRS) to the O.A. The DRS was accepted by SASF and subsequently by IFCI Ltd. and the Federal Bank Ltd. All the three of them, viz. SASF, IFCI Ltd. and the Federal Bank Ltd. have subsequently absolutely assigned and transferred unto and in favour of Genuine Commercial Services Pvt. Ltd. the financial facilities provided by them to the Company together with all underlying security interests, pledges and/or guarantees thereto. The Company has been directed by the Hon'ble BIFR to negotiate with the said Genuine Commercial Services Pvt. Ltd. and the other secured creditor, viz. Oman International Bank SAOG for settlement of their dues and to submit a revised DRS. The Company has subsequently arrived at a settlement of its dues with the said Genuine Commercial Services Pvt. Ltd. and has initiated the process of negotiation with Oman International Bank SAOG for settlement of their dues. In the meantime, Hon'ble BIFR has ordered the circulation of the DRS.

AUDITORS' QUALIFICATION

As regards Auditors' Qualification in para no.7 of the Report, your attention is drawn to Note Nos. 3 & 5 of Schedule 'J' which are self explanatory.

FIXED DEPOSITS

Your company has neither invited nor accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

DIRECTORS

Mr. Janardan Joshi, retires by rotation and being eligible, offers himself for re-appointment.

Mr. Anand Arya, was appointed as a Whole-time Director of the Company with effect from 04th June, 2006, which was approved by the shareholders at their meeting held on 30th September, 2006. The Board has re-appointed Mr. Anand Arya as a Whole- time Director of the Company for a period of five years with effect from 04th June, 2011. Mr. Arya shall not be paid any remuneration in his capacity as a Whole-time Director of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant it the requirement under section 217 (2AA) of the Companies Act, 1956, with respect of Director's Responsibility Statement, it is hereby confirmed that;

(i) in the preparation of the accounts for the financial year ended 31 st March, 2011, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended that date;

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

(iv) the Directors have prepared the accounts for the financial year ended 31st March, 2011 on a going concern basis.

PERSONNEL

The Company has not paid any remuneration attracting the provision of the Companies (Particulars of employees) Rules 1975 read with the Section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

CORPORATE GOVERNANCE

In terms of clause 49 of the Listing Agreement with the Stock Exchanges a report on the Corporate Governance is appended as annexure to this report.

AUDITORS & AUDITORS REPORT

M/s P.C.Surana & Co., Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from M/S. P.C.Surana & Co., to the effect that their appointment, if made, would be within the limits prescribed under section 224 (1B) of the Companies Act, 1956 and that they are not disqualified from such appointment within the meaning of section 226 of the Companies Act,1956.

The observations & comments given by Auditors in their report read together with notes to accounts are self explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

PARTICULARS UNDER SECTION 217(1 )(e) OF THE COMPANIES ACT.1956

As required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, the relevant information is given below:-

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude, the co-operation and assistance given by the Financial Institutions, Bankers and Customers of the Company during the year under review.

For and on behalf of the board

Place : Mumbai Anand Arya

Date : 11th August, 2011 Chairman & Whole-time Director


Mar 31, 2010

The Directors present herewith the 40lh Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS:

(Rs. in lakhs)

Particulars 2009-2010 2008-2009

Income from Operation:

Job Work Income : 814.14 580.61

Trading Income : 0.00 481.53

Other Income : 9.92 16.96

Gross Income : 824.06 1,079.10

ProfiV(Loss) before Interest,

Depreciation & tax : 57.43 (302.13)

Less: Interest (Net) : 0.00 0.00

Less: Depreciation : 305.27 305.65

Profit/(Loss) before

Exceptional Items & Taxes : (247.84) (607.78)

Add: Exceptional Items : 5,762.79 0.00

Profit/(Loss) before Tax : 5,514.95 (607.78)

Less: Provision for Taxation- Fringe Benefit Tax : 0.00 0.80

Profit/(Loss) for the year : 5,514.95 (608.58)

Add: Balance of loss from

previous year : (10,644.18) (10,035.60)

Balance carried over to

Balance Sheet : (5,129.23) (10,644.18)

DIVIDEND

The Board of Directors does not recommend any dividend on Equity or Preference Shares for the year ended 31st March, 2010.

OPERATIONS

During the year under review the Company recorded of Rs.8.24 Crores as against Rs.10.79 Crores in the previous year. The Company mainly engaged in manufacturing of Cotton Yarns and presently doing manufacturing on Job Work basis for other parties and earn income by way of Job Work.

The Net Losses of the Company in the year under review stood at Rs. 247.84 Lacs against the Losses of Rs. 607.78 Lacs in the past year. However after writing back of Interest Liabilities of Rs. 57.63 Crores which are not payable now, the Company earned a net profit of Rs. 55.15 Crores during the year under review.

REFERANCE TO BIFR

The Company has been declared as a sick industrial company (based on its audited Balance Sheet as at 31st March, 2001) within the meaning of clause (o) of sub-section (1) of section (3) of the Sick Industrial Companies (Special Provisions) Act, 1985 by the Honble BIFR vide their order dated 16/02/2006. IFCI has been appointed as Operating Agency (O.A.). The Company submitted its Draft Rehabilitation Scheme (DRS) to the O.A. The DRS was accepted by SASF and subsequently by IFCI Ltd. and the Federal Bank Ltd. All the three of them, viz. SASF, IFCI Ltd. and the Federal Bank Ltd. have subsequently absolutely assigned and transferred unto and in favour of Genuine Commercial Services Pvt. Ltd the financial facilities provided by them to the Company together with all underlying security interests, pledges and/or guarantees thereto. The Company has been directed by the Honble BIFR to negotiate with the said Genuine Commercial Services Pvt. Ltd. and the other secured creditor, viz. Oman International Bank SAOG for settlement of their dues and to submit a revised DRS. The Company has subsequently arrived at a settlement of its dues with the said Genuine Commercial Services Pvt. Ltd. and has initiated the process of negotiation with Oman International Bank SAOG for settlement of their dues.

AUDITORS QUALIFICATION

As regards Auditors Qualification in para no.7 of the Report, your attention is drawn to Note Nos. 3 & 5 of Schedule J which are self explanatory.

CURRENT YEAR

The income for the first three months of the Current year ended on 30th June, 2010 is Rs.230.12 Lacs as against Rs. 160.64 Lacs during the corresponding period in the previous year.

SUBSIDIARY COMPANY

The reports and Accounts of Premier Equity Ltd. for the year ended on 31st March, 2010 are annexed to this Report.

FIXED DEPOSITS

Your company has neither invited nor accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder.

DIRECTORS

Mr. S K Tambawalla, retires by rotation and being eligible, offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March,2010 the applicable accounting standards have been followed along with proper explanation relating to material departure;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were 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 or loss of the Company for the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate 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) That the Directors have prepared the accounts for the financial year ended 31st March,2010 on a "going concern" basis.

PERSONNEL

There was no employee drawing Rs.2,00,000/- or more per month as salary during the year and therefore, information as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not given. The relation with the employees remained cordial throughout the year. The Directors wish to place on record their thanks for the support and co-operation received from the employees at all levels.

LISTING FEES

The Company has paid up to date listing fees to BSE.

CORPORATE GOVERNANCE

In terms of clause 49 of the Listing Agreement with the Stock Exchanges a report on the Corporate Governance is appended as annexure to this report.

AUDIT COMMITTEE

The Company has constituted an Audit Committee of Directors as required under Section 292A of the Companies Act, 1956. Some of the terms of reference of Audit Committee are to review the financial reporting process and to examine accountancy, taxation, and disclosure aspect of significant transactions.

AUDITORS

M/s P.C.Surana&Co., Chartered Accountants, Mumbai hold the office as Auditors of the Company till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Board of Directors recommends their appointment.

PARTICULARS UNDER SECTION 217{1)(e) OF THE COMPANIES ACT,1956

As required under Section 217(1)(e) of the Companies Act,1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, the relevant information is given below:-

A. CONSERVATION OF ENERGY :-

a) Energy Conservation Measures Taken:

Energy conservation remains one of the most important areas of plants performance and is being continuously monitored. Some of the measures taken are:

i. Separate energy meters have been installed for effectively monitoring the section wise energy consumption.

ii. Additional capacitor banks have been installed in different section.

iii. We have made optimum use of electrical motors and day light resources at plant.

b) Additional investments and proposals, if any being implemented for reduction in consumption of energy :

Re-sizing of the motors is being done to run the motors at full load conditions.

c) Impact of measures at (a) and (b) above for reduction in energy and consequent impact on the cost of production of goods: Energy conservation measures have led to reduction in the cost of production

d) Total energy consumption and energy consumption per unit of production as per Form A of the Annexure in respect of industries specified in the schedule thereto:

2009-2010 2008-2009

1. Electricity

a) Purchased Units (in 000) 6434.59 5466.84

Total Amount (Rs. In lakhs) 370.88 314.65

Rate/Unit (Rs.) 5.76 5.76

b) Generated Units (in 000) 17.26 9.93

Total diesel Consumed

(Ltrs. In 000) 4.59 2.64

Total amount (Rs. In lakhs) 1.66 1.01

Rate/Unit (Rs.) 36.23 38.07



B TECHNOLOGY ABSORPTION :

The Company is regularly getting its products tested by Ahmedabad Textile Industry Association (ATIRA), one of the premier textile research bodies at Ahmedabad. The Company is also sending its delegates from time to time to participate in the seminars and conferences organized by ATIRA to share information pertaining to research and development and innovations in the textile products. Such participation enables the Company to absorb and adopt the latest available technology in the industry. The Company is not using imported technology in the manufacturing process.

C. Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings were Rs. Nil (Previous Year Rs, Nil) as against outgo of Rs. 27.57 lakhs (Previous Year Rs. 22.70 lakhs).

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude, the co-operation and assistance given by the Financial Institutions, Bankers and Customers of the Company during the year under review.

For and on behalf of the board

Place: Mumbai Anand Arya

Date : 29th July, 2010 Chairman & Whole-time Director



 
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