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Directors Report of Rajvir Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in submitting their Eleventh Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31 st March, 2015.

Financial Results

The Company's financials for the year under review along with the corresponding figures of the previous year's figures are as under-

Financial Results (Rs. in Lakhs)

year ended year ended 31-03-2015 31-03-2014

Sales and other Income 10286.37 21364.81

Profit before Interest and 1490.39 685.35 Depreciation

Interest and Finance Charges 2117.61 2373.26

Depreciation 1017.97 1190.70

Profit before Tax -1645.19 -2878.61

Provision for Taxation

a) Current Tax

b) Deferred Tax 480.76 977.41

Profit after tax -1164.43 -1901.20

Add: profit b/f from last year 598.69 2499.89

Less:Adjustment of carrying cost -94.12 - of Assets

-659.86 598.69

Appropriations

Transferred from Debenture -917.14 - Redemption Reserve

Transferred to General Reserve 917.14 -

Dividend Dividend Tax - -

Surplus Carried Forward to -659.86 598.69 Balance sheet

Earning per share (Basic) -38.37 -62.64

Earning per share (Diluted) -38.37 -62.64

Operations

During the year under review, the company achieved a turnover of Rs.10286.37 lakhs and net loss of Rs.1164.43 lakhs as against Rs.21,364.81 lakhs and Rs.1901.20 lakhs in the previous year respectively

CDR Package

The Corporate Debt Restructuring Cell vide their letter Nos. CDR(SSA)/No.359/2014-15 dated 21st August 2014 and CDR(SSA)/No.364/2014-15 dated 21st August 2014 have sanctioned a CDR package based on which the existing facilities enjoyed by the company with the banks have been restructured and additional limits have been sanctioned due to which the company is able to carry on its operations more smoothly

Dividend

As the company did not earn distributable profits, the board of directors did not recommend any dividend for the financial year under review.

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no unpaid dividend pending to be transferred to the Investor Education and Protection Fund.

Review of Business Operations and Future Prospects

The future business scenario of our products is bright in the domestic market have made forays in Southern Textile markets and we expect substantial turnover with them. On the Export front the company has captured world major markets in UK. US, Europe. We have made an impressive presentation of our new fancy product range in these countries and our confident of securing huge orders in the next few months

Share Capital

As per the terms and conditions of the CDR package sanctioned by the Corporate Debt Restructuring Cell vide their letter Nos. CDR(SSA)/No.359/2014-15 dated 21st August 2014 and CDR(SSA)/No.364/2014-15 dated 21st August 2014 the promoters of the company are to bring in monies to the extent of Rs.5 Crores upfront. Accordingly, the promoters have brought in the said monies during the year under review against which 9,59,863 Equity shares of Rs.10/- each are being allotted to the Promoters Ms Usha Agarwal (6,43,720) and Ms Arti Agarwal (3,16,143) at a price of Rs.56.06 ps arrived as per the SEBI (ICDR) Regulations, 2009 for issue of shares on preferential basis. The necessary resolutions in this regard form part of the notice convening the 11th Annual General Meeting for the approval of the members.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors of your company hereby state and confirm that

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had 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 at the end of the financial year and of the profit and loss of the company for that period

(c) The Directors had 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 and detecting fraud and other irregularities

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the company

(f) 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

Details In Respect of Adequacy of Internal Financial Controls with Reference to the Financial Statements.

The company has adequate internal financial controls and has a separate Audit committee to assess the internal controls and guide the company accordingly

Details of Subsidiaries, Joint Ventures, Associate Companies & their performance

The Company does not have any subsidiary or joint venture or associate company as such, their performance details will not arise.

Deposits

The Company has renewed the fixed deposits received from the public. The amount of deposits outstanding as on 31st March 2015 was Rs.50.00 lakhs. There were no deposits accepted under the provisions of Chapter V of the Companies Act, 2013. The company does not have any deposits lying unpaid or unclaimed as on 31st March 2015. FURTHER, there has been no default in repayment of deposits or payment of interest thereon during the year

Risk Management Policy of the Company

The Company has formulated and adopted a risk management policy at its Board Meeting. As per the policy, the management continues to review and assess the risk and also the steps for mitigating the same.

Corporate Social Responsibility

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility does not apply to the company. However, your company continues to carry out activities for the community and society.

Related Party Transactions

The related party transactions entered into by the company during the financial year under review have been disclosed vide Note No. 2.40 of the financial statements of the company for the financial year ended 31st March 2015. All the transactions entered into are at an arm's length basis and in the ordinary course of business. The relevant details in form AOC-2 is enclosed hereto at Annexure -A.

Particulars of Loans, Guarantees or Investments Made Under Section 186 of the Companies Act, 2013

During the year under review your company has not extended any guarantees or made any investments.

Directors and Key Managerial Personnel

Shri Vijay Kumar Gupta, Director, of the Company retires at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Ms Anisha Tandon was appointed as an Independent Woman Director w.e.f. 31st March 2015, and holds office till the date of the ensuing Annual General Meeting. Ms Anisha Tandon has furnished a declaration under Section 149(7) of the Companies Act, 2013 that she fulfils the criteria for being appointed as an independent director. Hence, the Board recommends for her appointment as an Independent Director for a period of one year. The company has received a notice in writing from a member alongwith the requisite deposit of Rs.1,00,000/- under Section 160 of the Companies Act, 2013 proposing here candidature.

The Independent Directors have submitted declarations disclosing to the Board that they fulfill the criteria stipulated under Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules made there under and Clause 49II I) (B)(e) of the listing agreement.

Shri Shiv Kumar, CFO, of the company was appointed as Key Managerial Personnel

Sri Ramesh Atluri, Company Secretary and Compliance Officer of the company resigned with effect from 31st March 2015 and the company is in the process of appointing a new Company Secretary.

Meetings of the Board

There were 5 (five) Meetings of the Board of Directors during the year under review the details of which are furnished in the report on Corporate Governance.

Audit Committee

The Committee comprises of S/Sri KC Reddy, Vijay Kumar Gupta, and Ritesh Kumar Agarwal. The recommendations made by the committee have always been accepted by the Board

Vigil Mechanism

Pursuant to the provisions of Section 177 (9) and (10) of the Companies Act, 2013, a vigil mechanism for Directors and employees has been established for reporting their concerns

Remuneration Ratio of the Directors/Key Managerial Personnel/Employees

The details as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided at Annexure B

Company's Policy Relating to Directors Appointment, Payment of Remuneration and Discharge of their Duties

The Nomination and Remuneration Committee is vested with the powers to recommend the Appointment of a Director and recommend the remuneration accordingly.

Evaluation of the Board

Since the company was going through severe stress and strain in connection with the financial aspects of the company, it could not of formulate a remuneration policy in line with the provisions of the Companies Act, 2013. However, steps have been taken now to comply with the same.

Management Discussion and Analysis Report

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this Report and is annexed hereto as "Annexure C ".

Corporate Governance

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance as laid down under Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, as part of the Annual Report along with the Auditor's Certificate on its compliance as "Annexure D ".

Annual Return

The extracts of the Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 in Form MGT 9 is attached to this Report at Annexure E

Statutory Auditors

The Company has received a certificate from Ms. S Daga & Co. Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013

The Auditors Report does not contain any qualification reservation or adverse remark.

Cost Audit

Pursuant the provisions of the Companies Act, 2013, and the rules framed there under Sri Penumarthy Srinivas has been appointed as the Cost Auditor of the company.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act. 2013 Secretarial Audit has been conducted for the Financial Year 2014-15 by M/S Marthi &Co., Company Secretaries, Hyderabad and their Secretarial Audit report for the financial year ended 31 st March 2015 is enclosed at Annexure F.

Listing & Trading

The Equity Shares of the Company are listed on The Bombay Stock Exchange Limited and National Stock Exchange, Mumbai The Market price of the Share as on 31st March, 2015 was Rs.44.25 and Rs.45.00 per share on BSE and NSE respectively.

Particulars of Employees

Information as required under the provisions of Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given elsewhere in the report. As per the proviso to Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of employees posted and working outside India is NIL.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outflow

Information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts Rules), 2014 is attached hereto at Annexure G

Acknowledgements

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board

For RAJVIR INDUSTRIES LIMITED

Sd/-

Place: Hyderabad U K Agarwal

Date: 29.07.2015 Chairman


Mar 31, 2014

Dear members,

The Directors of your Company have pleasure in presenting the Tenth Annual Report on the business and operations of the Company together with the Audited Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS (Rs. in lakhs)

2013-14 2012-13

1. Sales and Other Income 21,364.81 29,126.43

2. Profit Before Interest and Depreciation 685.35 4,266.58

3. Interest and Finance Charges 2,373.26 2,557.95

4. Depreciation 1,190.70 1,190.53

5. Profit before tax and exceptional items (2,878.61) 518.10

Exceptional Items - -

6. Profit before tax (2,878.61) 518.10

7. Provision for Taxation

a) Current Tax - -

b) Deferred Tax 977.41 70.40

Profit after tax (1,901.20) 447.70

dd/Profit b/f from last year 2,499.89 2,052.19

598.69 2,499.89

APPROPRIATIONS

1. Transferred to Debenture - -

Redemption Reserve

2. Transferred to General Reserve - -

3. Dividend - -

4. Dividend Tax - -

5. Surplus Carried Forward to Balance Sheet 598.69 2,499.89

OPERATIONS

During the year under review, the Company achieved a Turnover of Rs. 21,364.81 lakhs and Net Loss of Rs. 1,901.20 lakhs as against Turnover of Rs. 29,126.43 lakhs and Net Profit of Rs. 447.40 lakhs in the previous year.

A detail analysis of future outlook and financial performance of the company is given in the management and analysis report which is elsewhere given in this report.

DIVIDEND

In view of the Loss occurred, the Directors have not recommended any dividend.

CAPITAL EXPENDITURE

During the year under review, your Company has incurred a Capital Expenditure of Rs. 69.97 Lakhs.

EXPORTS

During the year under review, your Company has achieved exports turnover of Rs. 47.28 Crores as against Rs. 76.92 Crores last year.

DIRECTORS

Pursuant to the provisions of Sections 149, 152 and 161 (4) of the Act and subject to the members approval, in accordance with provisions of the Companies Act 2013 read with the Articles of Association of the Company, Sri Vijay Kumar Gupta retires by rotation in the ensuing Annual General Meeting and being eligible, offer for reappointment. The Board of Directors approved the appointment for a term of 5 years from 30th September, 2014 to 29th September 2019. As per the said Section 149 of the Act, an independent director can hold office for a term up to 5 (five) consecutive years on the Board of a company and he shall not be included in the total number of directors for retirement by rotation.

Pursuant to the provisions of Sections 149, 152 and 161 (4) of the Act and subject to the members approval, The Board of Directors approved the appointment of Sri K.C.Reddy as an Independent Director of the Company with effect from 30th September 2014 to hold office up to the five years from the date of appointment till 29th September 2019. As per the said Section 149 of the Act, an independent director can hold office for a term up to 5 (five) consecutive years on the Board of a company and he shall not be included in the total number of directors for retirement by rotation.

Sri Upender Kumar Agarwal, Chairman of the company expressed to continue as Executive Chairman. Accordingly, Board of Directors approved the Re-appointment of Sri Upender Kumar Agarwal as Executive Chairman w. e. f. 1st April 2014 for tenure of another 3 years period ending 31st March, 2017 on the terms and conditions as detailed in the resolution subject to approval of members of the Company in the general meeting.

Sri Ritesh Kumar Agarwal, Managing Director, expressed to continue as Managing Director/Chief Executive Officer. Accordingly, the Board approved the reappointment of Sri Ritesh Kumar Agarwal as Managing Director and Chief Executive Officer w. e. f. 1st April 2014 for a period of 3 years ending 31st March, 2017 on the terms and conditions as detailed in the resolution subject to approval of members of the Company in the general meeting.

The necessary resolutions seeking approval of the members for reappointment of Sri Upender Kumar Agarwal and Sri Ritesh Kumar Agarwal on the revised terms have been included in the notice of the ensuing Annual General Meeting.

Directors Responsibility Statement:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, the Board of Directors of the Company hereby confirms:

1. That in the preparation of the Annual Accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed and there were no material departures;

2. That your Directors have selected such accounting policies and applied them consistently and made judgments and estimates which are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

3. That your Directors have taken proper and sufficient care for 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;

4. That your Directors have prepared the Annual Accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

CORPORATE GOVERNANCE

A detailed Report on Corporate Governance, Management Discussion and Analysis Report and the Certificate from the Auditors of your Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges given elsewhere and forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

Your company identifies the CSR activities and in real performing in spirit rather than statutory. In fact, the CSR activities fills gap between the community and society. It is a societal debt and your companies pay back its obligations in the form of CSR activities.

AUDITORS

M/s S. Daga & Co, Chartered Accountants, Auditors of the Company retires at the ensuing Annual General Meeting. They have expressed their willingness to accept appointment and confirmed that their appointment, if made, shall be in accordance with the provisions of Section 141 of the Companies Act, 2013.

COST AUDITORS

Pursuant to the directives from the Central Government and the Provisions of Section 148 of the Companies Act, 2013 Mr. P. Srinivas has been appointed as Cost Auditor of the Company for the financial year 2013-14.

The Cost Audit Report for the financial year 2013-2014 shall be submitted to the Central Government within the stipulated period.

FIXED DEPOSITS

Your Company has renewed the fixed deposits received from the public during FY 2013-14 within the meaning of Section 58A and 58AA of the Companies Act, 1956 and there are no overdue deposits as on 31.03.2014.

AUDITORS'' QUALIFICATIONS

The Auditors'' Report to the shareholders contains qualifications. The Board took note of the same and remedial steps are being taken to address the same.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure-I to this report.

PARTICULARS OF EMPLOYEES

There are no employees whose information is required to be disclosed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975.

APPRECIATION

The Board places on record its deep appreciation of the devoted services of the loyal workers, executives and other staff of the Company who have contributed in no small measure to the performance and the Company''s continued inherent strength.

It also extends grateful thanks to the Central and various State Governments, the investors, the banking circles, financial institutions and district level authorities for their continued support extended to the Company from time to time. The Board also places on record their deep sense of appreciation for the committed services of all the employees of the Company.

For and on behalf of the Board of Directors for Rajvir Industries Limited

Place : Secunderabad U.K. Agarwal Date : 14-08-2014 Chairman


Mar 31, 2013

To The Members of Rajvir Industries Limited

The Directors have pleasure in presenting the Ninth Annual Report on the business and operations of the Company together with the Audited Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS (Rs. in lakhs)

2012-13 2011-12

1. Sales and Other Income 29,126.43 30,425.73

2. Profit Before Interest and Depreciation 4,266.58 3,869.20

3. Interest and Finance Charges 2,557.95 2,931.06

4. Depreciation 1,190.53 1,218.80

5. Profit before tax and exceptional items 518.10 (280.66)

Exceptional Items - 860.18

6. Profit before tax 518.10 (1,140.84)

7. Provision for Taxation

a) Current Tax (MAT) 103.66

Less: MAT credit entitlement 103.66

- -

b) Deferred Tax 70.40 (187.17)

8. Profit after tax 447.70 (953.67)

Add/ Profit b/f from last year 2,052.19 3,110.86

2,499.89 2,157.19

APPROPRIATIONS

1. Transferred to Debenture Redemption Reserve - 105.00

2. Transferred to General Reserve - -

3. Dividend - -

4. Dividend Tax - -

5. Surplus Carried Forward to Balance Sheet 2,499.89 2,052.19



OPERATIONS

During the year under review your Company achieved a Turnover of Rs.29,126.43 lakhs and Net Profit of Rs.447.70 lakhs as against Turnover of Rs.30,425.73 lakhs and Net Loss of Rs.953.67 lakhs in the previous year.

A detailed analysis of future outlook and financial performance of the company is given in the management and analysis report which is elsewhere given in this report.

DIVIDEND

The company wishes to plough back the profits into its operations, which would facilitate the ambitious growth plans in the present Financial Year i.e. 2013-2014. In view of the same, the Directors could not recommend any dividends.

CAPITAL EXPENDITURE

During the year under review, your Company has incurred a Capital Expenditure of Rs.218.41 Lakhs.

EXPORTS

During the year under review, your Company has achieved exports turnover of Rs.76.92 Crores as against Rs.71.09 Crores last year.

DIRECTORS

In accordance with section 256 of the Companies Act 1956 read with the Articles of Association of the Company Sri K. C. Reddy retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

Sri Upender Kumar Agarwal, Chairman and Managing Director of the Company expressed his willingness to continue as Executive Chairman. Accordingly, Board of the Directors approved the change of designation of Sri Upender Kumar Agarwal as Executive Chairman with effect from 30th May, 2013 for his remaining tenure of appointment on the terms and conditions as detailed in the resolution subject to approval of members of the Company in the General Meeting.

Sri Ritesh Kumar Agarwal, Whole time Director has been appointed as Managing Director owing to vacant position of Managing Director. Accordingly, the Board approved the change of designation of Sri Ritesh Kumar Agarwal as Managing Director with effect from 30th May, 2013 for his remaining tenure of appointment on the terms and conditions as detailed in the resolution subject to approval of members of the Company in the General Meeting.

The necessary resolutions seeking approval of the members for aforesaid changes of designations of Sri Upender Kumar Agarwal and Sri Ritesh Kumar Agarwal on the revised terms have been included in the notice of the ensuing Annual General Meeting

Directors Responsibility Statement:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, the Board of Directors of the Company hereby confirms:

1. That in the preparation of the Annual Accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed and there were no material departures;

2. That your Directors have selected such accounting policies and applied them consistently and made judgments and estimates which are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

3. That your 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;

4. That your Directors have prepared the Annual Accounts for the financial year ended 31st March, 2013 on a ''going concern'' basis.

CORPORATE GOVERNANCE

A detailed Report on Corporate Governance, Management Discussion and Analysis Report and the Certificate from the Auditors of your Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges given elsewhere and forms part of this Report.

AUDITORS

M/s S. Daga & Co, Chartered Accountants, Auditors of the Company retires at the ensuing Annual General Meeting. They have expressed their willingness to accept appointment and confirmed that their appointment, if made, shall be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956.

COST AUDITORS

Pursuant to the directives from the Central Government and the Provisions of Section 233B of the Companies Act, 1956 Mr. P. Srinivas has been appointed as Cost Auditor of the Company for the financial year 2012-13.

The Cost Audit Report for the financial year 2012-13 shall be submitted to the Central Government within the stipulated period.

FIXED DEPOSITS

Your Company has renewed the fixed deposits received from the public during FY 2011-12 within the meaning of Section 58 A of the Companies Act, 1956 and there are no overdue deposits as on 31.03.2013.

AUDIT COMMITTEE

In terms of Section 292A of the Companies Act, 1956 and in accordance with Clause 49 of Listing Agreement with stock exchanges, Audit Committee of the Board of Directors of the Company consists of the following Directors:

1) Sri K. C. Reddy : Chairman, Non-Executive & Independent Director

2) Sri Vijay Kumar Gupta : Member, Non-Executive & Independent Director

3) Sri Ritesh Kumar Agarwal : Member, Managing Director

AUDITORS'' QUALIFICATIONS

The Auditors'' Report to the shareholders does not contain any qualification or adverse remark.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure-I to this report.

PARTICULARS OF EMPLOYEES

There are no employees whose information is required to be disclosed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975.

APPRECIATION

The Board places on record its deep appreciation of the devoted services of the loyal workers, executives and other staff of the Company who have contributed in no small measure to the performance and the Company''s continued inherent strength.

It also extends grateful thanks to the Central and various State Governments, the investors, the banking circles, financial institutions and district level authorities for their continued support extended to the Company from time to time. The Board also places on record their deep sense of appreciation for the committed services of all the employees of the Company.



For and on behalf of the Board of Directors

for Rajvir Industries Limited





Place : Secunderabad U.K. Agarwal

Date : 14-08-2013 Chairman


Mar 31, 2012

To The Members of Rajvir Industries Limited

The Directors have pleasure in presenting the Eighth Annual Report on the business and operations of your Company together with the Audited Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS (Rs. in lakhs) 2011-12 2010-11

1. Sales and Other Income 30,425.73 27,583.35

2. Profit Before Interest and Depreciation 3,869.20 5,352.92

3. Interest and Finance Charges 2,931.06 2,162.28

4. Depreciation 1,218.80 1,121.72

5. Profit before tax and exceptional items (280.66) 2,068.92 Exceptional Items 860.18 -

6. Profit before tax (1,140.84) 2,068.92

7. Provision for Taxation

a) Current Tax - 412.35

b) Deferred Tax (187.17) 228.61 Profit after tax (953.67) 1,427.96 Add/ Profit b/f from last year 3,110.86 2,106.99

2,157.19 3,534.95 APPROPRIATIONS

1. Transferred to Debenture

Redemption Reserve 105.00 140.00

2. Transferred to General Reserve - 143.00

3. Dividend - 121.40

4. Dividend Tax - 19.69

5. Surplus Carried Forward to

Balance Sheet 2,052.19 3,110.86

OPERATIONS

During the year under review your Company achieved a Turnover of Rs.30,425.73 lakhs and Net Loss of Rs.953.67 lakhs as against Turnover of Rs.27,583.35 lakhs and Net Profit of Rs.1,427.96 lakhs in the previous year.

CAPITAL EXPENDITURE

During the year under review, your Company has incurred a Capital Expenditure of Rs.1,049.42 Lakhs.

EXPORTS

During the year under review, your Company has achieved exports turnover of Rs.71.09 crores as against Rs.61.28 crores last year.

DIRECTORS

Dr. K J Reddy, resigned to the office of Director on 22nd March, 2012 and Sri. Shreedas Narayandas Daga, resigned to the office of Director on 16 July, 2012 due to their personal reasons and pre-occupations.

The Board has appreciated the services rendered by them during their tenure.

Sri Kandukuri Chinnappa Reddy was appointed as an Additional Director of the Company by the Board of Directors at their Meeting held on 22nd March, 2012 and he would hold the office up to the date of ensuing Annual General Meeting of the Company. The Company has received notice from a member with necessary deposit proposing that Sri Kandukuri Chinnappa Reddy be appointed as director liable to retire by rotation pursuant to the provisions of the Company's Act, 1956.

Sri Vijay Kumar Gupta* was appointed as an Additional Director of the Company by the Board of Directors at their Meeting held on 16th July, 2012 and he would hold the office up to the date of ensuing Annual General Meeting of the Company. The Company has received notice from a member with necessary deposit proposing that Sri Vijay Kumar Gupta be appointed as director liable to retire by rotation pursuant to the provisions of the Company's Act, 1956.

Directors Responsibility Statement:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, the Board of Directors of the Company hereby confirms:

1. That in the preparation of the Annual Accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed and there were no material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates which are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2012 and of Profit and Loss Account of the Company for the period ended on 31st March, 2012;

3. That 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;

4. That the Directors have prepared the Annual Accounts for the financial year ended 31st March, 2012 on a 'going concern' basis.

CORPORATE GOVERNANCE

Your Company is committed to good Corporate Governance with ethical corporate practices. As per the requirements of Listing Agreement with the Stock Exchanges, a Compliance Report for the year 2011-12 and Management Discussion and Analysis is annexed as part of the Annual Report along with the Auditor's certificate on its compliance.

AUDITORS

M/s S. Daga & Co, Chartered Accountants, Statutory Auditors of the Company retires at the ensuing Annual General Meeting. They have expressed their willingness to accept appointment and confirmed that their appointment, if made, shall be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956.

COST AUDITORS

The Cost Accounts maintained by the Company for the products manufactured are subject to yearly Audit by qualified Cost Auditors. Your Company has appointed Mr. P.Srinivas, as Cost Auditor for the year 2011-12 for conducting the Audit of Cost Records.

FIXED DEPOSITS

Your Company has accepted deposits from the public within the meaning of Section 58 A of the Companies Act, 1956 and there are no overdue deposits as on 31.03.2012.

AUDIT COMMITTEE

Audit Committee consists of the following Directors:

1) Sri Kandukuri Chinnappa Reddy : Chairman, Non-Executive &

Independent

2) Sri Shreedas Narayandas Daga : Member, Non-Executive &

Independent

3) Sri Ritesh Kumar Agarwal : Member, Executive Director

ENVIRONMENT AND HUMAN RESOURCE DEVELOPMENT

Your Company takes utmost care to prevent and avoid any kind of Environment pollution. We would like to place on record our appreciation for the efforts made by the Company and the keen interest taken by the employees of your Company in this regard.

AUDITORS' QUALIFICATIONS

No qualifications were made by the Auditors in their report on the accounts for the year ended 31.03.2012

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure-I to this report.

PARTICULARS OF EMPLOYEES

There are no employees whose information is required to be disclosed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENT

The Directors take this opportunity on record their sincere thanks to the Banks and Financial Institutions, Insurance Companies, Central and State Government Departments and the shareholders for their support and co-operation extended to the Company from time to time. Directors are pleased to record their appreciation of the sincere and dedicated services of the employees and workmen at all levels.

For and on behalf of the Board of Directors for Rajvir Industries Limited

Place : Secunderabad U.K. Agarwal

Date : 14.08.2012 Chairman & Managing Director


Mar 31, 2010

The Directors have pleasure in presenting the Sixth Annual Report on the business and operations of the Company together with the Audited Accounts for the year ended 31st March 2010

FINANCIAL RESULTS (Rs. in lakhs)

2009-10 2008-09

1. Sales and Other Income 20817.20 16719.05

2. Profit Before Interest and

Depreciation 2722.91 2221.42

3. Interest and Finance Charges 1549.66 1308.68

4. Depreciation 708.71 691.09 5. Profit after Interest and

Depreciation 464.54 221.65

6. Provision for Taxation

a) Current Tax 78.95 32.55

b) Deferred Tax 158.90 89.08 Profit after Tax 226.69 100.02 Add/ Profit b/f from last year 1993.22 2098.88

2219.91 2198.90

APPROPRIATIONS

1. Transferred to Debenture

Redemption Reserve 23.91 117.66

2. Transferred to General Reserve 18.00 17.00

3. Dividend 60.70 60.70

4. Dividend Tax 10.32 10.32

5. Surplus Carried Forward to

Balance Sheet 2106.99 1993.22

OPERATIONS

During the year under review the company achieved turnover of Rs.20,817.20 lakhs and net profit of Rs.226.69 lakhs as against turnover of Rs.16,719.05 lakhs and net profit of Rs.100.02 lakhs in the previous year.

DIVIDEND

Your Directors have recommended a dividend @ 20% (previous year 20% on 30,34,997 Equity Shares) on the

equity shares of the company for the year ended 31st March, 2010, which if approved at forthcoming Annual General Meeting will be paid to the shareholders. The dividend payment will absorb a sum of Rs. 71.02 lakhs inclusive of tax on dividend.

Modernization and Expansion of Mahabubnagar Unit

During the year under review, the company has incurred capital expenditure of Rs. 6.05 crores for upgradation of Machinery and balancing equipments at Mahabubnagar unit.

Subsidiary Company

Pursuant to the resolution passed by Board of directors of M/s Moneysa Fibres Private Limited has submitted an application to the Registrar of Companies, Andhra Pradesh, for striking off the name of the Company from register u/s 560 of the Companies Act, 1956, as the company has become defunct. The process of striking off the name from the Register is under way.

EXPORTS

During the year under review the company has achieved exports turnover of Rs.61.17 crores as against Rs. 28.69 crores last year registering a growth of 113%.

DIRECTORS

In terms of the provisions of Section 255 and 256 of the Companies Act, 1956, and in terms of the Articles of Association of the company, Sri Shreedas Narayandas Daga would retire at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. Your Board of Directors recommends his re-appointment.

Brief profile of Sri Shreedas Narayandas Daga , the nature of his expertise in specific functional areas and the number of Companies in which he holds Directorships and Memberships/Chairmanships of Committees of the Board, as stipulated under clause 49 of the listing agreement with the stock exchanges have been provided under section "Corporate Governance" elsewhere in this Annual Report.

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:

1. That in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed and there were no material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates which are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for the year under review;

3. That 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;

4. That the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement on Corporate Governance: (a) Management Discussion and Analysis (b) Report on the Corporate Governance and (c) Certificate from the Auditors of the Company regarding compliance of the Corporate Governance also forms part of this Annual Report.

AUDITORS

M/s S.Daga & Co, Chartered Accountants, who are the statutory auditors of the company hold office upto the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness for re- appointment.

COST AUDITORS

The Cost Accounts maintained by the Company for the products manfuactured are subject to yearly audit by qualified Cost Auditors. Your company has appointed Mr P. Srinivas, as Cost Auditor for the year 2009-10 for conducting the Audit of Cost Account Records in place of M/s Parankusam & Co., since the firm was dissolved on demise of Mr Parankusam, Partner.

FIXED DEPOSITS

The Company has not invited /accepted any deposits from the public within the meaning of section 58 A of the Companies Act, 1956

AUDIT COMMITTEE

The Audit committee met four times during the year under review.

ENVIRONMENT AND HUMAN RESOURCE DEVELOPMENT

Your Company takes utmost care to prevent and avoid any kind of Environment pollution and in this quest has built State of Art ETP plant at its dyeing unit. We would like to place on record our appreciation for the efforts made by the company and the keen interest taken by the employees of your company in this regard.

AUDITORS QUALIFICATIONS

No qualifications were made by the Auditors in their report on the accounts for the year-ended 31.03.2010

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure-I to this report.

PARTICULARS OF EMPLOYEES

The information required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975 given in Annexure II. The industrial relations were cordial at all units of the Company.

ACKNOWLEDGEMENT

Your Directors are pleased to place on record their appreciation for the valuable support and co-operation extended by Banks/Financial Institutions and various State & Central Government Agencies.

Your Directors also wish to place on record their sincere appreciation of the contribution made by the employees of the company and thankful to the Shareholders for their continued patronage and support.

For and on behalf of the Board of Directors

Place : Secunderabad U.K.Agarwal

Date : 10.08.2010 Chairman & Managing Director

 
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