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Directors Report of S R Industries Ltd.

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

 
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