Mar 31, 2015
Dear Members,
The Directors are pleased to present their TWENTY SIXTH ANNUAL REPORT
and the Audited Statement of Accounts for the year ended March 31,
2015.
FINANCIAL RESULT (Rs./lacs)
2014-16 2013-14
Turnover 5870.46 4607.37
Export Incentive 0.00 0.00
Profit/(Loss) before interest,
depreciation and taxation 1102.89 837.18
Financial expenses (698.01) (686.29)
Profit(Loss) before depreciation
& taxation 404.88 150.89
Depreciation (177.16) (139.43)
Exceptional Items (58.91)
Earlier Year Taxes (65.19)
-Deferred Tax
(Expenses)/lncome relating to
earlier years 1.74 3.28
Net Profit(Loss) after tax 105.36 14.74
Earning per share (Rs.)
- Basic/Diluted 0.76 0.11
FUTURE PROSPECTS
The Board of Directors are pleased to inform that the company has
produced 1.00 million pairs of shoes, sandals and other footwear during
the current year as against 1 06 million pairs during the previous
year. Although the production has reduced in number of pairs, the
Company has improved its product mix by adding higher value products to
increase revenues and profitability. The company has long term
arrangements with Puma Sports India Private Limited and also
negotiating with other MNCs for producing sports & other footwear on
their behalf. The Company shall also continue to improve its product
mix and production efficiency to further improve the sales.
DIVIDEND
In view of cumulative losses, your Directors, do not recommend any
dividend for the period under review
SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2015 was Rs. 13.92
Crore. During the year under review, the company has not issued shares
with differential voting rights nor granted stock options nor sweat
equity. There is no change in the share capital of the Company.
FINANCE
(a) Project finance
State Bank of Patiala has sanctioned and disbursed SLC Limit of Rs.
0.40 Crore during the year under review.
(b) Working capital
The working capital limits Stood at Rs. 16.42 Crores (fund based Rs
Rs.16.42 Crores & non-fund based Rs. 0.54 Crores) as on 31st March,
2015.
(c) Term Loan
The Term Loan stood at Rs.15.88 Crores as on 31st March, 2015.
(d) Deposits
The Company has not accepted any deposits from the public during the
year under review
(e) Particulars of Loans, Guarantees or Investments under Section 186
of the Companies Act, 2013
No loans, guarantees or investments under Section 186 of the Companies
Act, 2013 have been given by the Company.
CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business.
SUBSIDIARIES/JOINT VENTURES/ASSOCIATES COMPANIES
Your Company does not have any associate/subsldlary/joint ventures
within the meaning of the Companies Act, 2013.
BUSINESS RISK MANAGEMENT
Pursuant to the requirement of Clause 49 of the Listing agreement, the
company has constituted a Risk Management Committee under the
Chairmanship of Mr. R. C. Mahajan, Managing Director of the Company. The
other members of the Committee are Mr. Amit Mahajan, Director
(Operations) and Mr. Amit Mahajan, Director (Commercial). In line with
the new regulatory requirements, the company has also framed a 'Risk
Management Policy' to identify and assess the key risk areas, monitor
and report compliance and effectiveness of the policy and procedure. The
details of committee and its terms of reference are set out In the
Corporate Governance Report forming part of the Board's Report.
The Company manages, monitors and reports on the principal risks and
uncertainties that can impact its ability to achieve its strategic
objectives. The Company's risk management systems and programs
comprises of various processes, structures, processes and guidelines
which assist the Company to Identify, assess, monitor and manages its
risks, including any material changes to its risk profile. To achieve
this, the Company has clearly defined the responsibility and authority
of the Company's Management and the Risk Management Committee to
oversee and manage the Risk Management Programs.
INTERNAL FINANCIAL CONTROL SYSTEM
Effective and strong internal control systems are developed in the
Company for all the major processes to ensure reliability of financial
reporting, safeguarding of assets and economical and efficient use of
resources as also the compliance of laws, regulations, policies and
procedures etc.
The Company's internal control systems are audited by Internal Auditors
i.e. M/s Aaryaa & Associates, Chartered Accountants. The Internal
Auditor Independently evaluates the adequacy of internal controls and
reviews major transactions. The Internal Auditor report Is directly
repotted to the Audit Committee to ensure complete independence.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a vigil mechanism named 'Whistle Blower Policy/Vigil
Mechanism" to deal with instance of fraud and mismanagement, if any.
The details of the Policy is explained in the Corporate Governance
Report and also posted on the website of the Company.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were in the ordinary course of business but were not at
arm's length basis. The Company had obtained the approval of the
shareholders to enter Into related party transactions in Extra-ordinary
General Meeting held in March, 2016. All Related Party Transactions are
placed before the Audit Committee and the Board for approval. Prior
omnibus approval of the Audit Committee is obtained on yearly basis for
the transactions which are of a foreseen and repetitive nature. The
detail of transactions entered into pursuant to the omnibus approval so
granted is placed before the Audit Committee and the Board of Directors
on a quarterly basis. The policy on Related Party Transactions as
approved by the Board is uploaded on the Company's website. The form
(AOC-2) disclosing the particulars of contracts/ arrangements entered
into by the company with related parties referred to in Section 188 of
the Companies Act, 2013 is attached herewith as Annexure A.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS
There are no significant and material orders passed by the Regulators,
Courts or Tribunals which would impact the going concern status of the
Company and its operations in future.
DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and
Articles of Association of the Company Mr. Amit Mahajan, Director
(Commercial) (DIN 00038593) shall retire by rotation at the forthcoming
Annual General Meeting and being eligible, offers himself for
re-appointment.
During the year under review, Mrs. Seema Mahajan (DIN 06978146) was
appointed as an Independent Director, for a period of five years, we.f.
10th November, 2014. In accordance with the provisions of the Companies
Act, 2013, Mr. R. K. Bhandari, will be appointed as an Independent
Director for a period of five years, at the forthcoming annual general
meeting. Declarations pursuant to Section 149(6) of the Companies Ad,
2013 have been submitted by all the Independent Directors.
* Board Evaluation
Pursuant to the provisions of the Companies Ad, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the working of its Audit, Nomination & Remuneration and
Stakeholder's Relationship Committee. The manner In which the
evaluation has been carried out has been explained in the Corporate
Governance Report forming part of the Board's Report.
* Remuneration Policy
The Board has approved the policy framed by the Nomination and
Remuneration Committee for selection and appointment of Directors,
senior management and their remuneration. The Remuneration policy is
stated in the Corporate Governance Report forming part of the Board's
Report.
* Meetings
During the year eight 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
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition, & Redressal) Act, 2013. internal Complaints,
Committee (ICC) has been set up to redress complaints received regarding
sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and
disposed off during the year 2014-15:
a) No. of complaints received : Nil
b) No. of complaints disposed off : Nil
CORPORATE GOVERNANCE
A detailed report on Corporate Governance as required under the Listing
Agreement with the Bombay Stock Exchange Ltd. (BSE), Mumbai is annexed
to this report. The Certificate issued by the Practicing Company
Secretary, in pursuance of Clause 49 of the Listing Agreement in
compliance of Corporate Governance, is also annexed with this report
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134(3)(c) read with Section 134(5) of the
Companies Act 2013 and clause 49(3)(D)(4)(a) of the Listing Agreement,
your Directors state that:
i) in the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards read with requirements
set out under Schedule III to the Act, have been followed and there are
no material departures;
ii) . such accounting policies have been selected and applied
consistently and judgments 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 March 31, 2015 and of the profit of the company for
the year ended on that date;
iii) . proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 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;
v) . the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
vi) . the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are
adequate and operating effectively.
AUDITORS
1. Statutory Auditors
M/s Kansal Single & Associates, Statutory Auditors, hold office until
the conclusion of the ensuing annual general meeting and being
eligible, offer themselves for reappointment. They have confirmed their
eligibility under Section 141 of the Companies Act, 2013 and Rules
framed thereunder and willingness to accept the office of the Statutory
Auditors, if reappointed.
In terms of provisions of section 139 and 141 of the Companies Act
2013, your Directors recommend their re-appointment for a period of
five years starting from the conclusion of the ensuing Annual General
Meeting of the company upto the conclusion of the Annual General
Meeting required to be held for the financial year 2019-20 subject to
ratification by the members at every Annual General Meeting. The
auditors have forwarded their certificate stating that their
re-appointment, if made will be in accordance with the criteria
specified under Section 141 of the Companies Act, 2013.
2. Secretarial Auditor
Pursuant to provisions of Section 204 of the Companies Act, 2013 and
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Company has appointed M/s R.P.S Khurana & Associates,
a firm of Company Secretaries in Practice to undertake the Secretarial
Audit of the Company The report of the Secretarial Auditor is annexed
as Annexure B.
MANAGEMENT REPLY ON QUALIFICATION BY SECRETARIAL AUDITOR
The observation of the Secretarial Auditor is self explanatory and
require no further explanation.
PARTICULARS OF EMPLOYEES
The Provisions of Rule 5(2) & (3) of the Companies(Appointment &
Remuneration of Managerial Personnel) Rules, 2014 requiring particulars
of the employees In receipt of remuneration in excess of Rs. 60 lacs
per annum to be disclosed in the Report of Board of Directors are not
applicable to the Company as none of the employees was in receipt of
remuneration In excess of Rs. 60 lacs during the financial year
2014-15.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are provided in the Annexure forming part of the Annual
Report. Having regard to the provisions of Section 136(1) read with
its relevant provisio of the Companies Act, 2013, the Annual Report
excluding the aforesaid Information Is being sent to the members of the
Company. The said information is available for inspection at the
Registered Office of the Company during working hours and any member
interested In obtaining such information may write to the Company
Secretary and the same will be furnished free of cost.
The Nomination and Remuneration Committee of the Company has confirmed
that the remuneration was as per the remuneration policy of the
Company.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Information 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 as Annexure C
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual return in Form
MGT-9 is annexed herewith as Annexure D.
ACKNOWLEDGMENT
Your Directors convey their sincere thanks to the various agencies of
the Central and State Governments, Banks and other concerned agencies
for all the assistance and cooperation extended to the Company. The
Directors also deeply appreciate and acknowledge the trust and
confidence the vendors, suppliers, dealers, customers, shareholders and
investors reposed in the Company Your Directors also place on record
their appreciation for the dedicated services rendered by the workers,
staff and officers of the Company.
For and on behalf of the Board
Place: Mohali (R.K. BHANDARI)
Date : August 12, 2015 Chairman
Mar 31, 2014
Dear Membets,
The Directors are pleased to present their TWENTY FIFTH ANNUAL REPORT
and the Audited Statement of Accounts lor the year ended March 31.
2014.
FINANCIAL RESULT (Rs. lacs)
2013-014 2012-13
12 Months 9 Months
Turnover 4607.37 3073,59
Export Incentive 0.00 5.39
Profit (Loss) before interest
deprecation and taxation 837.16 288.22
Financial expenses (666.29) (505.07)
Profit(Loss) before depredation 6 taxation 150.89 (216,85)
Depredation (139.43) (103.87)
Provision for Taxation
-Deferred Tax
Expenses relating to earlier years 3.26 (26.02)
Net Profit(Loss) after tax 14.74 (348.74)
Earning per share (Rs.)
- Basic/Diluted 0.11 (2.51)
FUTURE PROSPECTS
The Board of Directors are pleased to Inform that the company had
produced 1.06 million pairs of shoes, sandals and other footwear during
the current year (twelve months) as against 1.12 million pairs during
the previous period (nine months). Although the production has reduced
In number of pairs, the Company has Improved Its product mix by adding
higher value products to increase revenues and profitability. The
company has long term arrangements with Puma Sports India Private
Limited, Adidas India Marketing Private Limited and also negotiating
with other MNCs for producing sports S other footwear on their behalf.
The Company shall also continue to Improve Its product mix and
production efficiency to further Improve tale*. DIVIDEND
In view of cumulative losses, your Directors, do not recommend any
dividend for the period under review,
DEPOSITS
The Company has not accepted any deposits from the public during the
year under review.
STAFF
The Directors hereby place on record their appreciation for the
efficient and dedicated services rendered by the employees at all
levels.
The information as required under Section 217(2A) of the Companies Act,
1956 read with Companies (Particulars of Employees) Rules, 1975 (as
amended) may be taken as nil as no employee received remuneration in
excess of limits prescribed under the said section.
DIRECTORS
Mr. T N Tikoo resigned from the directorship of the company w.e.f.
Janu- ary 07, 2014. Your directors appreciated the contribution made by
him during his tenure.
In accordance with the provisions of the Companies Act, 2013 and
Article 74 of the Articles of Association of the Company Mr. Amlt
Mahajan. retires by rotation at the forthcoming annual general meeting
and being eligible, offers himself for reappointment.
In accordance with the provisions of the Companies Act. 2013. Mr. Medan
Mohan Puri, who retires as in independent director, at the forthcoming
annual general meeting and being eligible, oiler himself lor
re-appointment, as an independent director, for 3 years.
CORPORATE GOVERNANCE
A detailed report on Corporate Governance as required under the Listing
Agreement with the Bombay Stock Exchange Ltd. (BSE). Mumbai is annexed
to this report. The Certificate Issued by Practicing Company Secretary.
In pursuance of Clause 49 of the Listing Agreement in compliance of
Corporate Governance, is also annexed with this report
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act 1958, the Board of
Directors report -
I. that in the preparation of the annual accounts for the financial year
2013-14. the applicable accounting standards had been followed along
with proper explanations relating to material departures,
ii. that the Directors had selected such accounting polities and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31,2014 and of the profit of the Company for
the year ended on that date,
iii. that the Directors had 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 (or preventing and detecting fraud and other Irregularities,
iv. that the Directors had prepared the annual accounts for the
financial year ended on March 31, 2014 on a Going Concern basis.
AUDITORS
M/s Kansal Single 6 Associates. Statutory Auditors, hold office until
the conclusion of the ensuing annual general meeting and being
eligible, offer themselves for reappointment. They have confirmed their
eligibility under Section 224(1-6) of the Companies Act. 1958 and
willingness to accept the office of the Statutory Auditors, if
reappointed.
In terms of provisions of section 139 and 141 of the Companies Act.
2013. your directors recommend their re-appointment tor a five year
term Starting from the conclusion of the ensuing Annual General Meeting
of the company subject to ratification by the members at every Annual
General Meeting. The auditors have forwarded their certificate stating
that their re- appointment, if made will be in accordance with the
criteria specified under section 141 of the Companies Act, 2013.
AUDITORS' REPORT
The Statutory Auditors of the Company have submitted their report on
the accounts tor the year ended March 31, 2014. The repies to the
Auditors comments are as under:-
1.The Company due to liquidity constraints has not been able to deposit
the PF dues outstanding up to March 31, 2014. Necessary arrangements
are being made to deposit outstanding dues In the coming months.
2. Other observation (s) of auditors are self explanatory 4 needs no
further clarification.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
Additional Information on conservation of energy, technology absorption,
foreign exchange earnings and outgo as required to be disclosed in terms
of Section 217(1)(e) of the Companies Act, 1956 read with Companies
(Disclosure Of Particulars in the Report of Board of Directors) Rules.
1986 is annexed.
ACKNOWLEDGMENTS
The Directors wish to place on record their appreciation to State Bank
of Patiala., UCO Bank. Central/State Government Agendas, Customers and
Business Associates for their continued cooperation and support.
The Board of Directors also takes this opportunity to acknowledge the
dedicated efforts made by workers, staff and officers and their
contribution to the success achieved by the Company.
Above all, the Directors express their gratitude towards the members of
the Company for their continuing support and for the confidence reposed
in the Management
For and on behalf of the Board
Place: Mohall R.K. BHANDARI
Date : September 5. 2014 Chairman
Mar 31, 2013
Dear Members,
The Directors are pleased to present their TWENTY FOURTH ANNUAL REPORT
and the Audited Statement of Accounts for the nine months period ended
March 31, 2013.
FINANCIAL RESULT
(Rs./lacs)
2012-13 2011-12
9 Months 15 Months
Turnover 3073.59 4341.71
Export Incentive 5.39 31.23
(Loss)/Profit before interest,
depreciation and taxation 286.22 (385.17)
Financial expenses (505.07) (917.62)
Loss before depreciation & taxation (218.85) (1302.79)
Depreciation (103.87) (335.05)
Provision for Taxation
Deferred Tax
Expenses relating to earlier years (26.02) 21.74
Net loss after tax (348.74) (1616.10)
Earning per share (Rs.)
- Basic/Diluted (2.51) (12.81)
FUTURE PROSPECTS
The Board of Directors are pleased to inform that the company had
produced 1.12 million pairs of shoes, sandals and other footwear during
the current period (nine months) as against 1.66 million pairs during
the previous period (fifteen months). The company has long term
arrangements with Puma Sports India Private Limited and also
negotiating with other MNCs for producing sports & other footwear on
their behalf.
DIVIDEND
In view of the losses your Directors do not recommend any dividend for
the period under review.
DEPOSITS
The Company has not accepted any deposits from the public during the
period under review.
STAFF
The Directors hereby place on record their appreciation for the
efficient and dedicated services rendered by the employees at all
levels.
The information as required under Section 217(2A) of the Companies Act,
1956 read with Companies (Particulars of Employees) Rules, 1975 (as
amended) may be taken as nil as no employee received remuneration in
excess of limits prescribed under the said section.
DIRECTORS
Mr. Y R Kapur resigned from the directorship of the company w.e.f. May
23, 2013. Your directors appreciated the contribution made by him
during his tenure. In accordance with the provisions of the Companies
Act, 1956 and Article 74 of the Articles of Association of the Company
Mr. T N Tikoo and Mr. R K Bhandari retire by rotation at the
forthcoming annual general meeting and being eligible, offer themselves
for reappointment.
CORPORATE GOVERNANCE
A detailed report on Corporate Governance as required under the Listing
Agreement with the Bombay Stock Exchange Ltd. (BSE), Mumbai is annexed
to this report. The Certificate issued by Practicing Company Secretary,
in pursuance of Clause 49 of the Listing Agreement in compliance of
Corporate Governance, is also annexed with this report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of
Directors report -
i. that in the preparation of the annual accounts for the nine months
financial period 2012-13, the applicable accounting standards had been
followed along with proper explanations relating to material
departures,
ii. that the Directors had selected such accounting policies and
applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31, 2013 and of the loss of the
Company for the nine months period ended on that date,
iii. that the Directors had 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, iv. that the Directors had prepared the annual
accounts for the financial ended on March 31, 2013 on a Going Concern
basis.
AUDITORS
M/s Kansal Singla & Associates, Statutory Auditors, hold office until
the conclusion of the ensuing annual general meeting and being
eligible, offer themselves for reappointment. They have confirmed their
eligibility under Section 224(1-B) of the Companies Act, 1956 and
willingness to accept the office of the Statutory Auditors, if
reappointed.
AUDITORS'' REPORT
The Statutory Auditors of the Company have submitted their report on
the accounts for the nine months period ended March 31, 2013. The
replies to the Auditors comments are as under:- 1. The Company due to
liquidity constraints has not been able to deposit the PF dues
outstanding as on March 31, 2013. Necessary arrangements are being made
to deposit outstanding dues in the coming months.
2. Undisputed dues regard to service tax have since been deposited.
3. Other obervation (s) of auditors are self explanatory & needs no
further clarification.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
Additional information on conservation of energy, technology
absorption, foreign exchange earnings and outgo as required to be
disclosed in terms of Section 217(1)(e) of the Companies Act, 1956 read
with Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is annexed.
ACKNOWLEDGMENTS
The Directors wish to place on record their appreciation to State Bank
of Patiala, UCO Bank, Central/State Government Agencies, Customers and
Business Associates for their continued cooperation and support.
The Board of Directors also takes this opportunity to acknowledge the
dedicated efforts made by workers, staff and officers and their
contribution to the success achieved by the Company.
Above all, the Directors express their gratitude towards the members of
the Company for their continuing support and for the confidence reposed
in the Management.
For and on behalf of the Board
Place: Mohali R.K. BHANDARI
Date : September 03, 2013 Chairman
Jun 30, 2012
Dear Members,
The Directors are pleased their TWENTY THIRD ANNUL REPORT and the
Audited Statement of Accounts for the fifteen months period ended June,
30th, 2012.
FINANCIAL RESULT
(Rs. in lacks)
2011-12 2010-11
15 months 12 months
Turnover 4341.71 3863.79
Export Incentive 31.23 74.30
Loss before interest, depriciation
and taxation (385.17) (217.57)
Financial expenses (917.62) (512.94)
Loss before depreciation and taxation (1302.79) (790.51)
Depreciation (355.05) (304.55)
Provision for Taxation
-Deferred Tax - 256.08
Expenses relating to earlier years 21.74 (22.43)
Net loss after tax (1616.10) (661.41)
Earning per share (Rs.)
- Basic/ Diluted (12.81) (8.85)
FUTURE PROSPECTS
The Board of Directors are pleased to inform that the foot wear
Division had prodused 1.66 million pairs of shoes. Sandels and other
foot wear during the current period of fifteen months. The company has
long term arrengements with purna Sports India Private Ltd, and also
negotialing with other MNC''s for produsing Sports and other Foot wears
on their behalf. Further, the Terry Towers Division (TTD) has been
hived off after the necessary approvel from the shareholders and all
the bank dues against the TTD has been paid off.
dividend
In view of the losser your Directors do not recommend any dividend for
the period under review.
DEPOSITS
The company has not accepted any deposits from the public during the
period under review.
STAFF
The Directors hereby place on record their appreciation for the
efficient and dedicated services rendered by the employees at all
levels.
The information as required under section 217 (2A) of the companies
Act, 1956 read with companies (Particulars of employees) Rules, 1975
(as amended) may be taken as nil as no employees received remuneration
in excess of limits prescribed under the said section.
DIRECTORS
Mr. Shashi kanth resigned from the Directorship of the Company w.e.f.
August 01,2012. Your directors appreciated the contribution made by him
during his tenure. In accordence with the provisions of the Companies
Act, 1956 and Articles 74 of the Articles of Association of the Company
Mr. Anil Mahajan and Mr. Anil mahajan, retire by rotation at the
forthcoming annual general meeting and being eligible, offer them selfs
for reappointment.
Mr. T. N. Tikoo ceased to be Director (Works) consequent upon the
withdrawel of powers from him w.e.f. September 1, 2011. Mr. Amit
Mahajan, Director (Commercial) and Mr. Amit mahajan, Director
(Operations) resighned from their respective offices w.e.f. February
29th 2012 and were again reappointed w.e.f. july, 01st 2012 on the same
position.
CORPORATE GOVERNANCE
A detailed report on Corporate Governance as required under the listing
Agreement with the Bombay Stock Exchange Ltd.(BSE), Mumbai is annexured
to this report. The Certificate issued by practising company secretory,
in pursuent of clause 49 of the listing Agreement in compliance of
corporate Governance, is also annexured with this report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuent to section 217(2AA) of the companies Act, 1956, the Board of
Directors report :
i. That in the preperation of the annual accounts for the fifteen
months period ended 30th 2012 the applicable accounting standered had
been followed along with proper explanations relating to material
departures.
ii. That the Directors had selected such accounting policies and
applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company as at June 30th 2012 and of the loss of the
company for the fifteen months period ended on that date.
iii. That the Directors had taken proper and sufficient care for the
maintainence of adequate accounting records in accordence with the
provisions of the companies Act, 1956 for safeguarding fraud other
irregulatories.
iv. That the Director had prepared the annual accounts for the fifteen
months period ended on June 30th 2012 on a going Concern basis.
AUDITORS
M/s Kansaf Singla & Associates Statutory Auditors, hold office untill
the conclusion of the ensuing general meeting and being eligible offer
themselves for reappointment. they have confirmed their eligibility
under section 224(1.B) of the companies Act, 1956 and willingness to
accept the office of the Statutory Auditors, if reappointed.
AUDITORS''REPORT
The Statutory Auditors of the Company have submited their report on the
accounts for the fifteen months period ended June 30th 2012. The
replies to the Auditors comments are as under :
1. The company due to liquidity contains has not been able to deposit
the PF dues outstandin as on June 30th 2012, Necessary arrengements are
being made to deposit outstanding dues in the coming months.
2. The company has paid bank overdue interest and installments of loans
as on June, 30th 2012 by August 17th 2012.
3.The company has sold of the terry Towel Division (TTD) after the
approvel from the shareholders and the loss is due to adjustment of
total proceeds received againest the asset of the TTD.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
Additional information on concervation of energy. technology
absorvation, foreign exchange, earnings and out go as required to be
disclosed in terms of section 217 (1) (e) of the companies Act, 1956
read with companies (Disclosures of particulars in the Report of Board
of Directors ) Rules, 1988 is anexured.
ACKNOWLEDGEMENTS
The directors wish to place on record their appreciation to State Bank
of Patiala, UCO Bank, Central/ State Government Agencies, Customers and
Bussiness Associates for their continued cooperation and support.
The Board of Directors also takes this oppertunity to achnowledge the
dedicated efforts made by workers, staff and officers and their
contribution to the success achieved by the company.
Above all, the Directors express their gratitude towards the members of
the company for their continuing support and for the confidence reposed
in the management.
Place: Mohali For and on behalf of the Board
Date : January 29th, 2013 R. K. BHANDARI
Chairman
Mar 31, 2009
The Directors are pleased to present their TWENTIETH ANNUAL REPORT and
the Audited Statement of Accounts for the year ended March 31, 2009.
FINANCIAL RESULT
(Rs/lacs)
2008-09 2007-08
Turnover 3246.69 3321.57
Export Incentives 254.31 284.42
Profit before interest,
depreciation and taxation 434.25 553.53
Financial expenses (161.22) (168.97)
Profit before depreciation & taxation 273.03 384.56
Depreciation (226.64) (338.16)
Provision for Taxation
- Current Tax (4.80) (5.00)
- Deferred Tax (12.45) (33.12)
- Fringe Benefit Tax (3.25) (4.00)
Provision for taxes not required 0.79 6.71
Mat paid during earlier 42.11 -
Expenses relating to earlier years (5.21) (1.08)
Net profit after tax 63.57 9.91
Earning per share (Re.)
- Basic 0.51 0.08
-Diluted 0.51 0.08
FUTURE PROSPECTS
Your Board of directors have decided to diversify into manufacturing of
footwear. The state of the art plant is being set up at Vill- Singhan,
Tehsil- Haroli, Distt- Una (Himachal Pardesh) with an installed
capacity of 1.5 Million Pairs per annum at a total project cost of Rs.
30.50 crores. Term loan from State Bank of Patiala and UCO Bank have
been sanctioned. The project is at the advance stage of implementation
as civil works on the project site are nearing completion and orders
placed for plant and machinery. The arrangements with leading
international brand for contract manufacturing have been finalised. The
commercial production is expected by March 2010.
Further, with a view to enhance the production and profitability, your
company has decided to replace six looms in the existing terry towel
unit for which term loan has been sanctioned by SBOP.
DIVIDEND
In view of the diversification, expansion and future plans, your
Directors want to retain the profits and therefore, do not recommend
any dividend for the year under review.
DEPOSITS
The Company has not accepted any deposits from the public during the
year under review.
STAFF
The relationship between the employees and the management continued to
remain cordial during the year under review. The Directors hereby place
on record their appreciation for the efficient and dedicated services
rendered by the employees at all levels.
The information as required under Section 217(2A) of the Companies Act,
1956 read with Companies (Particulars of Employees) Rules, 1975 (as
amended) may be taken as nil as no employee received remuneration in
excess of the limits prescribed under the said Section.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and
Article 74 of the Articles of Association of the Company Mr. Amit
Mahajan, Director (Operation), Mr. Amit Mahajan, Director (Commercial)
& Mr. B.K.Malhotra retire by rotation at the forthcoming annual general
meeting and being eligible, offer themselves for reappointment.
Further, Mr V. K. Dewan, Who was appointed as an Additional Director
w.e.f January 29, 2009, shall hold office till the date of forthcoming
Annual General Meeting . Your Directors have received a notice under
Section 257 of the Companies Act 1956 from a Member alongwith deposit
of Rs 5.00/- recommending his candidature for appointment as director
liable to retire by rotation.
CORPORATE GOVERNANCE
A detailed report on Corporate Governance as required under the Listing
Agreement with the Bombay Stock Exchange Ltd. (BSE), Mumbai is annexed
to this report. The Certificate issued by Practicing Company Secretary,
in pursuance of Clause 49 of the Listing Agreement in compliance of
Corporate Governance, is also annexed with this report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of
Directors report -
i) that in the preparation of the annual accounts for the financial
year 2008- 09, the applicable accounting standards had been followed
along with proper explanations relating to material departures,
ii) that the Directors had selected such accounting policies and
applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31, 2009 and of the profit of the
Company for the year ended on that date,
iii) that the Directors had 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) that the Directors had prepared the annual
accounts for the financial year ended on March 31, 2009 on a Going
Concern basis.
AUDITORS
M/s Kansal Singla & Associates, Statutory Auditors, hold office until
the conclusion of the ensuing annual general meeting and being
eligible, offer themselves for re-appointment. They have confirmed
their eligibility under Section 224(1-B) of the Companies Act, 1956 and
willingness to accept the office of the Statutory Auditors, if
re-appointed.
AUDITORS REPORT
The Statutory Auditors of the Company have submitted their report on
the accounts for the year ended March 31, 2009, which is
self-explanatory and needs no further comments.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
Additional information on conservation of energy, technology
absorption, foreign exchange earnings and outgo as required to be
disclosed in terms of Section 217(1)(e) of the Companies Act, 1956 read
with Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is annexed.
ACKNOWLEDGMENTS
The Directors wish to place on record their appreciation to State Bank
of Patiala,, UCO Bank, Central/State Government Agencies, Customers and
Business Associates for their continued cooperation and support. The
Board of Directors also takes this opportunity to acknowledge the
dedicated efforts made by workers, staff and officers and their
contribution to the success achieved by the Company.
Above all, the Directors express their gratitude towards the members of
the Company for their continuing support and for the confidence reposed
in the Management.
For and on behalf of the Board
Place: Derabassi S.K.DUGGAL
Date: September 05, 2009 Chairman