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Directors Report of Safari Industries (India) Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Thirty Fifth Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the financial year ended as on 31st March, 2015.

1. STATE OF AFFAIRS OF THE COMPANY:

a) FINANCIAL RESULTS:

Standalone 2014-15 2013-14 Rs. in Lacs Rs. in Lacs

Total revenue 21,694.02 16,705.23

Profit before Interest, Depreciation, Tax,

exceptional items and 1,309.06 1,123.19 exchange loss

Exchange Loss 52.12 375.97

Interest 290.91 537.71

Depreciation 289.06 127.85

Profit/ (Loss) before 676.97 81.66 Exceptional Items and Tax

Less: Exceptional Items Expense 95.90 27.70

Profit / (Loss) from ordinary 581.07 53.96 activities before tax

Tax expenses Current Tax Deferred tax 35.96 (42.36)

Profit/(Loss) after Tax 427.03 11.60

Profit brought forward from 398.78 387.18 previous year

Profit available for 825.81 398.78 appropriation

Appropriations:

Transfer to General Reserve 200.00 Nil

Proposed Dividend 39.85 Nil

Tax on proposed dividend 8.11 Nil

Balance carried to Balance sheet 577.84 398.78

b) PERFORMANCE REVIEW

Standalone:

The total revenue of the Company for the financial year 2014-15 stood at Rs. 21,694.02 lacs as against last year's Rs. 16,705.23 lacs. Profit before interest, depreciation, tax, exceptional items and exchange loss was at Rs. 1,309.06 lacs as against last year's Rs. 1,123.19 lacs. The Profit before tax and exceptional items was Rs. 676.97 lacs as against Rs. 81.66 lacs of the previous year. The Net Profit for the year stood at Rs. 427.03 lacs as against Rs. 11.60 lacs of the previous year.

Consolidated:

The wholly owned subsidiary of the Company, Safari Lifestyles Ltd., was incorporated on 30th October 2014 and is yet to commence its operations. In accordance with the Companies Act, 2013 and as Accounting Standard (AS) - 21, 'Consolidated Financial Statements' issued by the Institute of Chartered Accountants of India, the Audited Consoli- dated Financial Statements together with Auditors' Report is annexed herewith. The consolidated revenue for the period ended, 31 st March 2015, stood at Rs. 21,694.02 lacs and the consolidated net profit stood at Rs. 426.15 lacs.

c) OUTLOOK FOR THE CURRENT YEAR:

Rise in the personal disposable income, growth of travelling expenditure of the households, rising urbanization has fueled market growth of luggage in India. There is a growing acceptance of luggage bags as a lifestyle product by the customers and which is why the Company is working towards providing better looking quality products at affordable prices to its customers. The Company has introduced an exciting new range of Polycarbonate luggage, popularly known as PC/Hard Zippered Case. PC luggage is light weight & durable. The material provides exciting opportunities to integrate fashion cues in the product. The Company has also launched new product categories such as Laptop Bags, Backpacks, etc., that are doing very well in the market, especially in CSD & Hypermarket channels. The Company has improved its presence in Hypermarkets by increasing the count of point of sales in larger retail chains like Big Bazaar, D' Mart, Reliance Retail, Bharati Walmart, Aditya Birla Retail, Vishal, TESCO etc. Company has also begun its ecommerce play with listing & selling the products in marketplace websites such as amazon.in, snapdeal.com, myntra.com, jabong.com & flipkart.com

The Company has opened almost 50 exclusive retail stores that will continue to improve the retail footprint of its own Safari branded exclusive stores in the coming years, too.

Considering the above, the outlook for the current year looks bright, except for unfavourable impact, on account of rupee depreciation or other unforeseen circumstances, if any.

2. DIVIDEND

The Board of Directors is pleased to recommend for your approval, a dividend of Rs. 1/- per equity share of Rs. 10/- each for the financial year 2014-15. The total payout, if the dividend is approved by the Members at the Meeting, will be Rs. 47.96 lacs, including a dividend distribution tax of Rs. 8.1 1 lacs.

3. TRANSFER TO RESERVES:

It is proposed to transfer a sum of Rs. 200 lacs to the General Reserves of the Company.

4. FIXED DEPOSITS:

During the year under review, the Company has not accepted any fixed deposits under the provisions of the Companies Act, 2013 read with rules made thereunder and as such no amount on account of principal or interest on deposits was outstanding as on the date of the Balance Sheet.

The Company has repaid all fixed deposits which were accepted prior to the commencement of the Companies Act, 2013. There has not been any default in payment of interest or repayment of the fixed deposits.

Details in terms of Rule 8 of the Companies (Accounts) Rules, 2014:

a) Deposits accepted during the year : Nil

b) Remained unpaid or unclaimed as at the end of the year: Nil

c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:

i. At the beginning of the year : Nil

ii. Maximum during the year : Nil

iii. At the end of the year : Nil

d) Details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act 2013: Nil

5. TRANSFER TO INVESTORS' EDUCATION AND PROTECTION FUND:

In accordance to the provisions of Section 205A and 205 C of the Companies Act, 1956, the relevant amounts which have remained unpaid and unclaimed for a period of seven years have been transferred to the Investor Education and Protection Fund.

Details of the unpaid and unclaimed dividend amount lying with the Company as on 28th July 2014 have been uploaded on the Company's website (www.safari.in) and also on the website of the Ministry of Corporate Affairs.

6. ISSUE OF FURTHER CAPITAL:

During the year under review, the Company has raised a sum of Rs. 49.80 crores through issue of 8,30,000 equity shares of Rs. 10/- each at a premium of Rs. 590/- per share, on preferential basis to Tano India Pvt Equity Fund II.

The Company has also issued 3,30,000 convertible share warrants to Mr. Sudhir Jatia, the Promoter of the Company. Each share warrant is convertible into one equity share of Rs. 10/- each at a premium of Rs. 590/- per share. As on 31st March 2015, out of the above share warrants, 1,65,000 share warrants have been converted into fully paid equity shares.

With the infusion of funds, your Company is financially strengthened to seize future emerging business opportunities.

7. OVERSEAS REPRESENTATIVE OFFICE:

During the year under review, the Company has opened an overseas representative office in Shanghai, China which will bring in cost benefits and improved quality in respect of procurement of products from China.

8. DIRECTORS:

a) APPOINTMENTS:

In terms of the provisions of the Companies Act 2013, and on recommendation of Nomination and Remuneration Committee, it is proposed to appoint Mr. Hetal Gandhi, Additional Director (holding DIN: 00106895) of the Company, as a Non-Executive, Non-Independent Director of the Company, subject to retirement by rotation and Mrs. Vijaya Sampath, Additional Director (DIN: 0064 1110) of the Company, as an Independent Director for a term of 5 years wef 5th August 2015.

A brief profile of Mr. Hetal Gandhi and Mrs. Vijaya Sampath have been given in the Notice convening the Annual General Meeting

b) RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Mr. Anujj Patodia, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

The aforesaid reappointment forms part of the Notice of the Thirty Fifth Annual General Meeting and the Directors recommend the same for your approval.

c) INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors of the Company confirming that they fulfill the criteria of independence specified in Section 149(6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement.

Terms and conditions of appointment of Independent Directors are placed on the website of the company.

d) REMUNERATION POLICY:

The Company has adopted a Policy on Nomination and Remuneration for Directors, Key Managerial Personnels and Other Employees. The said policy includes criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Companies Act 2013.

The said Policy is annexed herewith as Annexure A. The remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration policy of the Company.

e) MANNER OF FORMAL ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

In compliance with the Companies Act 2013, the performance evaluation of the Board and that of its Committees and Individual Directors have been carried out during the year under review.

The performance evaluation of the Board, Committees, the Chairman and the non-independent directors was carried out as per the criteria adopted by the Board. The performance evaluation was based on various parameters such as fitness of the Directors, their commitment towards fulfilling their obligations as a Director, the qualitative aspects in the functioning of the Board and Committees, interpersonal skills and such other criteria. The evaluation of the Independent Directors was carried out by the entire Board excluding the Independent Director being evaluated.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

f) NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS DURING THE YEAR:

During the year under review, the Board of Directors has held six (6) Board meetings. The gap between two Board Meetings was within the period prescribed by the Companies Act 2013.

9. COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee of the Board of Directors of the Company comprises of the following members:

Sr no. Name of Director Category

1 Dr. Shailesh Mehta- Independent Chairman

2 Mr. Punkajj Lath Independent

3 Mr. Hetal Gandhi Non-Executive Non-Independent

Recommendations of the Audit Committee not accepted by the Board of Directors of the company, along with the reasons therefor: Nil

10. KEY MANAGERIAL PERSONNEL:

In accordance to the provisions of Section 203 of the Companies Act, 2013, Mr. Sudhir Jatia, Chairman and Managing Director, Mr. Virendra Gandhi, Chief Financial Officer and Ms. Jigna Parikh, Company Secretary of the Company, were designated as the Key Managerial Persons of the Company.

11. PARTICULARS OF EMPLOYEES:

Information pursuant to Section 197 of the Companies Act, 2013 and Rule 5(1) & (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as Annexure B and form part of this Report.

12. DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013:

The Directors hereby confirm:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) that the Directors have 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 or loss of the Company for that period.

c) 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 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) that the Directors have prepared the annual accounts on a going concern basis.

e) that 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.

f) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. AUDITORS:

M/s. Bansi S. Mehta & Co., Chartered Accountants, Mumbai, (Firm Registration no. 10099 1W) the Statutory Auditors of the Company hold office till the conclusion of ensuing the Annual General Meeting. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Directors recommend their reappointment by the Members at the forthcoming Annual General Meeting.

The notes referred to in the Auditor's Report are self-explanatory and do not call for further explanations. The Auditor's Report does not contain any qualification, reservation or adverse remark.

14. SECRETARIAL AUDIT REPORT FROM M/S. NINAD AWACHAT & ASSOCIATES, THE SECRETARIAL AUDI- TOR OF THE COMPANY:

In accordance to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remu- neration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Ninad Awachat & Associates, Practicing Company Secretaries (Membership No. 26995 & C P No. 9668) to conduct Secretarial Audit for the financial year 2014-15. The Report of the Secretarial Auditor is annexed hereto as Annexure C.

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

15. SUBSIDIARIES:

a) During the year under review, the Company has formed a wholly owned subsidiary of the Company namely Safari Lifestyles Limited.

b) The Report on the performance and financial position of the aforesaid subsidiary in Form AOC-1 pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 20 13 and Rule 5 of Companies (Accounts) Rules, 2014 is attached as Annexure D to this Report.

c) During the year under review, the Company did not have any associate companies or joint ventures.

16. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBU- NALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE:

During the year under review, there have not been any significant and material orders passed by the Regulators/Courts/ Tribunals which will impact the going concern status and operations of the Company in future.

17. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Board of Directors has formulated a policy on Internal Financial Control to ensure orderly and efficient conduct of the business of the Company including the Company's policies. The said Policy is adequate and is operating effectively.

18. RISK MANAGEMENT POLICY:

The Board has adopted a Policy on Risk Management to mitigate inherent risks and help accomplish the growth plans of the Company. The Risk Management Policy incorporates a systematic application of policies, procedures and checks to identify potential risks and lessen their impact on Company. The Board reviews the same periodically and suggests measures to mitigate and control risks.

19. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year under review, there has not been any change in the nature of the business of the Company.

20. MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR & THE DATE OF REPORT: There have not been any material changes/commitments affecting the financial position of the Company from the end of the financial year till the date of this Report.

21. LISTING OF SHARES:

The equity shares of the Company are listed on the BSE Ltd, situated at Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001.

The Company has paid the necessary listing fees to the BSE Ltd as prescribed under the Listing Agreement.

22. PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES:

During the year under review, all contracts/arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 were in the ordinary course of business and on an arm's length basis. Details of the same are given in Form AOC-2 as annexed herewith as Annexure E.

23. VIGIL MECHANISM-WHISTLE BLOWER'S POLICY:

The Board has formulated a Whistle Blower's Policy to provide a secure environment in the Company and to encourage all employees and Directors of the Company to report unethical, unlawful or improper practices, acts or activities in the Company and to prohibit managerial personnel from taking any adverse action against those employees who report such practices in good faith. The Policy is also uploaded on the Company's website.

24. PARTICULARS OF LOAN, GUARANTEE & INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013:

During the year under review, the Company has not given any loan or guarantee. The Company has invested in the Company's wholly owned subsidiary, Safari Lifestyles Ltd. and in mutual funds. The said investments are within the limits specified under section 186 of the Companies Act 2013. More details of the same are provided in the notes to the Standalone Financial Statements (Note no. 12 and 14 of the Standalone Financial Statements)

25. DISCLOSURE OF LOANS /ADVANCES AND INVESTMENTS IN ITS OWN SHARES BY THE LISTED COMPANIES, THEIR SUBSIDIARIES, ASSOCIATES ETC.

During the year under review, neither the Company nor its subsidiary, Safari Lifestyles Ltd, has given any loans or advances for investment in its own shares.

26. EXTRACT OF ANNUAL RETURN:

An extract of the Annual Return in terms of Section 92(3), 134(3)(a) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014 is annexed herewith as Annexure F.

27. CONSERVATION OF ENERGY, ETC.:

Details on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, etc. are given in the Annexure G hereto.

28. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has formed a Committee to look into such cases as and when they arise. During the year under review, no cases were filed with the Committee.

29. ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere thanks to all the employees of the Company for their continuing commitment and dedication. Further, the Directors would also like to express their gratitude for the continued support of all the stakeholders such as banks, financial institutions, various State and Central Government authorities, customers, vendors and last but not the least our valued shareholders, for all their support and trust reposed in the Company.

Regd. Office: ON BEHALF OF THE BOARD OF DIRECTORS 403 A wing, The Qube, For SAFARI INDUSTRIES (INDIA) CTS no. 1498, A/2, MV Road, LIMITED Behind Taj Flight Kitchen, Marol, Andheri (E), SUDHIR JATIA Mumbai-400059. Chairman & Managing Director Phone: 91 -22-4038 1888, Fax: 91 -22-4038 1850 CIN: L25200MH1980PLC022812, Website: www.safari.in Date: 15th May, 2015


Mar 31, 2014

The Members,

The Directors are pleased to present the Thirty Fourth Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended as on 31st March, 2014.

1. FINANCIAL RESULTS

2013-14 2012-13 Rs. in Lacs Rs. in Lacs

Total Revenue 16705.23 9411.91

Profit before Interest,

Depreciation, Tax , exceptional

items and exchange loss 1086.01 479.00

Exchange Loss 375.97 55.55

Interest 500.53 305.72

Depreciation 127.85 43.23

Profit before Tax 81.66 74.50 and Exceptional Items

Less:Exceptional Items 27.70 188.72

Profit / (Loss) from ordinary activities before tax 53.96 (114.22)

Tax Expenses: Current Tax Nil Nil

Deferred Tax (42.36) 51.96

Profit/(Loss) after Tax 11.60 (62.26)

Profit brought forward from previous year 387.17 449.43

Profit available 398.78 387.17 for appropriation

Appropriations:

Transfer to General Reserve Nil Nil

Proposed Dividend Nil Nil

Tax on Proposed Dividend Nil Nil

Balance Carried to B/Sheet 398.78 387.17

2. PERFORMANCE REVIEW

Total Revenue of the Company for the financial year 2013-14 stood at Rs.16705.23 lakhs as against last year''s Rs. 9411.91 lakhs. Profit before exchange loss is at Rs. 1086.01 lakhs as against Rs. 479.00 lakhs for the previous year. The Profit before extraordinary and exceptional items was Rs. 81.66 lakhs as against Rs. 74.50 lakhs of the previous year. The Net Profit for the year stood at Rs. 11.60 lakhs as against the net loss of Rs. 62.26 lakhs of last year.

3. DIVIDEND

In view of marginal profit for the current year and in order to conserve reserves for the future growth of the Company, the Board of Directors do not recommend any dividend on the equity shares of the Company for the year ended 31st March 2014.

4. OUTLOOK FOR THE CURRENT YEAR

The demand for luggage has grown significantly with the con- sumer trend shifting towards new and trendy designed products. The focus of the Company has always been on fulfilling the needs of the customers and hence keeping in mind the aforesaid trend, the Company is constantly working towards offering better prod- ucts and value for money to its customers

As planned, the Company has successfully launched the poly carbonate luggage range in the month of March, 2014. Poly Carbonate Plastic luggage is the new trend in the luggage industry and is increasingly gaining popularity. The Company also introduced new product lines such as laptop bags, back packs, etc. which are fast selling items. The Company is doing well in hyper markets through its tie ups with chains such as D''mart, Reliance Retail, Big Bazaar, Bharti Walmart, Aditya Birla Retail, etc.

Further it is also exploring various new channels for marketing its products.

The Company has also opened almost 50 exclusive retail stores and plans to add further in the years to come.

In view of the above, the outlook for the current year looks quite positive, excepting unfavourable impact on account of depreciation of rupee, if any or other unforeseen circumstances.

5. FIXED DEPOSITS

During the year under review, with effect from April 2013, the Company has stopped inviting fresh Fixed Deposits.

Fixed deposits outstanding from the shareholders and public as on 31st March 2014, aggregated to Rs. 59.55 lakhs.

As of 31st March 2014, all claimed deposits have been paid. Also, there is no default in payment of interest and repayment of matured deposits.

In accordance to the provisions of Section 73 of the Companies Act, 2013, the Company will repay the outstanding fixed deposits which were accepted before the commencement of the Companies Act, 2013 within one year from its commencement i.e. by 31st March 2015 or the due date of the fixed deposits, whichever is earlier.

6. DIRECTORS

In terms of the provisions of the Companies Act 2013, it is proposed to appoint Dr. Shailesh Mehta and Mr. Punkajj Lath, Directors of the Company and Mr. Dalip Sehgal, Addi- tional Director of the Company, as Independent Directors for a term of 5 years w.e.f. 28th July 2014. Further it is proposed to appoint Mr. Anujj Patodia, Director of the Company, as a Non-executive, Non-independent Director of the Company, subject to retirement by rotation. The Directors recommend the aforesaid appointments at the ensuing Annual General Meeting.

During the year under review, Mr. Amul Mehta had tendered his resignation from the Directorship of the Company on account of his health issues.

The Board places on record their appreciation for the valuable service rendered by Mr. Amul Mehta during his tenure as Director of the Company.

7. DIRECTORS'' RESPONSIBILITY STATEMENT PUR- SUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956

The Directors hereby confirm :

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) that the Directors have selected such accounting policies and applied them consistently and made judgments and esti- mates 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 or loss of the Company for that period.

c) 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 safe guard-

ing the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the Directors have prepared the annual accounts on a going concern basis.

8. COST AUDIT

The Board has appointed M/s. Y.R. Doshi & Co., Cost Ac- countants for conducting the audit of the cost records of the Company for the financial year 2013-14.

9. AUDITORS

M/s. Bansi S. Mehta & Co., Chartered Accountants, Mumbai, (Regn no. 100991W) the Statutory Auditors of the Company retire at the ensuing Annual General Meeting. They have submitted a certificate in accordance with the applicable provisions of the Companies Act 2013, confirming their eligibility and willingness for re-appointment.

The Directors recommend their reappointment by the Mem- bers at the forthcoming Annual General Meeting.

10. COMMENT ON AUDITORS'' REMARKS

Note No. 2 to 40 of the Accounts referred to in the Auditors'' Report are self-explanatory and do not call for further explana- tions and may be treated as adequate compliance of Section 217 (3) of the Companies Act, 1956.

11. PARTICULARS OF EMPLOYEES

During the year under review, there was no employee covered under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

12. LISTING OF SHARES

The equity shares of the Company are listed on the Bombay Stock Exchange, situated at Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001.

The Company has paid necessary listing fees to the Bombay Stock Exchange as prescribed as per listing agreement.

13. CONSERVATION OF ENERGY, ETC.

As required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the re-

port on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, etc. is given in the annexure forming part of this Report.

14. INFORMATION UNDER THE SEXUAL HARASS- MENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has formed a Committee to look into such cases as and when they arise. During the period under review, no cases were filed with the Committee.

15. ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere thanks to all the employees of the Company for their continuing commitment and dedication. Further, the Directors would also like to express their gratitude for the continued support of all the stakeholders such as banks, financial institutions, various State and Central Government authorities, customers, vendors and last but not the least our valued shareholders, for all their support and trust reposed in the Company.

ON BEHALF OF THE BOARD OF DIRECTORS

Place: Mumbai SUDHIR JATIA

Date : 10th May, 2014 Chairman &Managing Director


Mar 31, 2013

To The Members,

The Directors are pleased to present the Thirty Third Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended as on 31st March, 2013.

1. FINANCIAL RESULTS

2012-13 2011-12 Rs. in Lacs Rs. in Lacs

Revenue from Operations & Other Income 9,411.91 6,205.71

Gross Profit 423.45 257.62

Interest 305.72 283.09

Depreciation 43.23 40.02

Profit/ (Loss) before Tax 74.50 (65.49) and Exceptional Items Less:Exceptional Items

Expense/ (Income) 188.72 Nil

Profit / (Loss) from ordinary (114.22) (65.49) activities before tax Tax Expenses:

Current Tax Nil Nil

Deferred Tax 51.96 (5.41)

Profit/(Loss) after Tax (62.26) (70.90)

Profit brought forward

from previous year 449.43 520.33

Profit available 387.17 449.43

for appropriation

Appropriations:

Transfer to General Reserve Nil Nil

Proposed Dividend Nil Nil

Tax on Proposed Dividend Nil Nil

Balance Carried to B/Sheet 387.17 449.43

2. PERFORMANCE REVIEW

The Revenue from Operations and Other Income of the Company for the financial year 2012-13 stood at Rs. 9412 lacs as against last year''s Rs. 6206 lacs. The Profit before exceptional items was Rs. 74 lacs as against a loss of Rs. 65 lacs of the previous year. The Net loss for the year stood at Rs. 62 lacs as against the net loss of Rs. 71 lacs of the previous year.

3. DIVIDEND

In view of the losses for the year and also in order to conserve reserves for the future growth of the Company, the Board of Directors do not recommend any dividend on the equity shares of the Company for the year ended 31st March 2013.

4. OUTLOOK FOR THE CURRENT YEAR

In recent times the demand for luggage has grown significantly with the consumer trend shifting towards new and trendy designed products. The focus of the Company has always been on fulfilling the needs of the customers and hence keeping in mind the aforesaid trend, the Company is constantly working towards offering better products and value for money to its customers.

The Company is currently in the process of setting up a Poly Carbonate Plastic luggage project at its factory at Halol, Gujarat, which will facilitate manufacturing of Poly Carbonate Plastic luggage. Poly Carbonate Plastic luggage is the new trend in the luggage industry and is increasingly gaining popularity. Going forward, the Company also proposes to focus on introducing new product lines such as laptop bags, back packs, etc. which are fast selling items. The Company is also exploring various new channels of marketing and retail and has tied up with renowned hypermarket chains such as D''mart, Reliance Retail, Big Bazaar, Bharti Walmart, etc.

In view of the above, the outlook for the current year looks quite positive, excepting unfavourable impact, if any, on account of depreciation of rupee or other unforeseen circumstances.

5. FIXED DEPOSITS

During the year under review, the Company has invited fresh Fixed Deposits from its shareholders and general public. Fixed deposits accepted from the shareholders and public and outstanding as on 31st March 2013, aggregated to Rs. 366.05 Lacs.

As of 31st March 2013, all claimed deposits have been paid. Also, there is no default in payment of interest and repayment of matured deposits.

Unclaimed deposits as on 31st March 2013 were Rs. 2,00,000/-which have since date been paid.

6. TRANSFER TO INVESTORS'' EDUCATION AND PROTECTION FUND

In accordance to the provisions of Section 205 C of the Companies Act, 1956, the Company has transferred the unclaimed dividend relating to the financial year 2004-05 to the Investor Education and Protection Fund.

7. DIRECTORS

In terms of the provisions of the Companies Act 1956 and the Articles of Association of the Company, Shri. Shailesh Mehta and Shri. Punkajj Lath retire by rotation at the ensuing Annual General Meeting and are eligible for reappointment.

8. DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956

The Directors hereby confirm :

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) that the Directors have 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 or loss of the Company for that period.

c) 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.

d) that the Directors have prepared the annual accounts on ‘a going concern'' basis.

9. COST AUDIT

In accordance with the Cost Audit Branch Order dated 6th November 2012 read with Section 233B of the Companies Act, 1956 and the Companies (Cost Accounting Records) Rules, 2011, the Company is required to get its cost accounting records audited by a cost auditor in respect of financial year commencing on or after 1st January 2013. The Company will accordingly comply with the same. The compliance certificate of the Cost Auditors in respect of Cost Accounting records for the year ended as on 31st March 2013 will be submitted to the Central Government in due course.

10. AUDITORS

M/s. Bansi S. Mehta & Co., Chartered Accountants, Mumbai, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting. They have submitted a certificate in accordance with Section 224(1)(b) of the Companies Act, 1956, confirming their eligibility and willingness for re-appointment. The Directors recommend their reappointment by the Members at the forthcoming Annual General Meeting.

11. COMMENT ON AUDITORS'' REMARKS

Note No. 24 to 38 of the Accounts referred to in the Auditors'' Report are self-explanatory and do not call for further explanations and may be treated as adequate compliance of Section 217 (3) of the Companies Act, 1956.

12. PARTICULARS OF EMPLOYEES

During the year under review, there was no employee covered under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

13. LISTING OF SHARES

The equity shares of the Company are listed on the Bombay Stock Exchange, situated at Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001.

The Company has paid necessary listing fees to the Bombay Stock Exchange as prescribed as per listing agreement.

14. CONSERVATION OF ENERGY, ETC.

As required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the report on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, etc. is given in the annexure forming part of this Report.

15. ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere thanks to all the employees of the Company for their continuing commitment and dedication. Further, the Directors would also like to express their gratitude for the continued support of all the stakeholders such as banks, financial institutions, various State and Central Government authorities, customers, vendors and last but not the least our valued shareholders, for all their support and trust reposed in the Company.

ON BEHALF OF THE BOARD OF DIRECTORS

SUDHIR JATIA

Managing Director

ANUJJ PATODIA Director

Place: Mumbai Dated : 13th May, 2013


Mar 31, 2012

The Directors present the 32nd Annual Report together with Audited Statement of Accounts of the company for the year ended 31st March, 2012.

1. FINANCIAL RESULTS

YEAR ENDED YEAR ENDED 31.03.2012 31.03.2011 RS. LACS RS. LACS

Sales, Income from Operations & Other Income 6205.71 6711.10

Gross profit 257.62 671.38

Interest 283.09 250.97

Depreciation 40.02 36.16

Profit/(Loss) before Tax (65.49) 384.25 Less:Tax provisions

Current Tax - (109.91)

Deferred tax (5.41) (5.82)

Taxes of earlier years - (3.90)

Profit/(Loss) after Tax (70.90) 264.62 Profit brought forward

from previous year 520.34 369.05

Profit available 449.44 633.67 for appropriation

APPROPRIATIONS:

Transfer to General Reserve - 26.46

Proposed Dividend - 74.75

Tax on Proposed Dividend - 12.13

Balance Carried to B/Sheet 449.44 520.33

2. DIVIDEND :

In view of losses for the year your directors do not recommend any dividend for the year under review.

3. PERFORMANCE

Sales and other income decreased by 7.52% from Rs. 6711.10 lakhs of the previous year to Rs.6205.71 lakhs. The drop in sales is mainly on account of 30% de growth in sales of Hard Luggage due to falling demand. However, the encouraging part is that the Company has reported a growth of more than 40% in soft luggage sales over previous year.

The company made a gross profit of Rs 257.62 lacs as against Rs.671.38 lacs in the previous year and incurred a net loss of Rs. 70.90 lacs for the current year as against profit of Rs.264.62 lacs in the previous year. The loss for the year is mainly on account of exchange loss of Rs. 130.87 lacs and significant increase in raw material cost due to rising commodity prices. As on 31st March, 2012, the Re- serves and Surplus of your Company are at Rs.985.04 lacs.

4. OUTLOOK FOR THE CURRENT YEAR

The outlook is positive as demand for Travel Goods remains strong. However, margins are likely to be under pressure due to steep depreciation of the Rupee. Barring unforeseen circumstances, the Company hopes to achieve improvement in Sales and Profitability as there is an increasing demand for soft luggage and your company is well equipped to grab huge potential in this area by maximizing its share of this growth.

5. FIXED DEPOSITS

Fixed Deposits from public and shareholders as on 31st March 2012, aggregated to Rs. 189.90 lakhs. The Company has paid interest on all fixed deposits due and claimed.

6. DIRECTORS

Pursuant to execution of share purchase agreement and completion of open offer made as per SAST, 2011 Mr. Sudhir M. Jatia (Promoter) and Mrs. Neeti S. Jatia (PAC) have directly and indirectly acquired, on 18th April, 2012, 22,95,933 equity shares of the company, aggregating to 76.79% of the paid up capital of the Company.

Shri Niraj Goyal, Shri Mulchand K. Sheth, Shri Yugesh S. Mehta and Dr. Jagdish N. Sheth have resigned due to their pre-occupation.

Your Directors place on record their appreciation of valuable services rendered and guidance given by them during their tenure as Directors of the Company.

Mr. Sudhir Jatia, Mr. Anujj Patodia and Mr. Punkajj Lath were appointed as Additional Directors.

Mr. Amul S. Mehta relinquished his position as Managing Director and Mr. Sudhir Jatia has been appointed as Managing Director of the Company.

7. AUDITORS

M/s. Bansi S. Mehta & Co., Chartered Accountants, Mumbai, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received certificate from Auditors to the effect that their reappointment, if made, would be within the prescribed limit under Section 224 (IB) of the Companies Act, 1956.

8. COMMENT ON AUDITORS' REMARKS

Note Nos. 24 to 39 on the accounts and referred to in the Auditors' Report are self-explanatory and do not call for further explanations and may be treated as adequate compliance of Section 217 (3) of the Companies Act, 1956.

9. SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate pursuant to Section 383A of the Companies Act, 1956, is attached herewith.

10. COST RECORDS

The Company is in the process of maintaining the cost records prescribed under Section 209 (1) (d) of the Companies Act, 1956 read with Notification dated 3rd June, 2011 issued by Ministry of Corporate Affairs pre- scribing The Companies (Cost Accounting Records) Rules, 2011. Accordingly, the company will comply with the provisions of the said section and notification as applicable to it.

11. ACKNOWLEDGEMENT

Your Directors would like to thank its customers for their confidence in company's products and services, employees for their dedication and teamwork, Company's bankers for their co-operation and for the trust reposed by them in the Company.

12.DIRECTORS' RESPONSIBILITY STATEMENT PURSU- ANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956

The Directors hereby confirm :

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) that the directors have 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 or loss of the company for that period.

c) that the directors have taken proper and sufficient care fertile maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) that the directors have prepared the annual accounts on 'a going concern' basis.

13. LISTING OF SHARES

The Equity shares of the Company are listed on the Bombay Stock Exchange, situated at Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai 400 001.

The Company has paid necessary listing fees to The Bombay Stock Exchange as prescribed as per listing agreement.

14. CONSERVATION OF ENERGY, ETC.

As required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the Re- port on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, etc. is given in the annexure forming part of this Report.

ON BEHALF OF THE BOARD OF DIRECTORS

Mumbai A. S. MEHTA

Dated : 29th May, 2012 Chairman


Mar 31, 2010

The Directors present the 30th Annual Report together with Audited Statement of Accounts of the company for the year ended 31st March, 2010.

1. FINANCIAL RESULTS

YEAR ENDED YEAR ENDED

31.03.2010 31.03.2009

RUPEES RUPEES

Gross Operating Profit 4,00,31,379 1,02,45,134

Less: Depreciation 42,93,618 62,39,704 Less VRS Expenses of

the Current Year 51,97,292 11,66,333

Operating Profit for the year 3,05,40,469 28,39,097

Less Deferred Revenue Expenditure

of earlier years w/off 59,84,865 14,03,292

Profit Before Tax 2,45,55,604 14,35,805

Provision for Taxation:

Current Tax 81,80,467 19,13,182

Fringe Benefit Tax -- 5,79,090

Deferred Tax (24,98,342) (12,90,085)

Taxes of earlier years 4,29,647 (97,315)

Profit after Taxes 1,93,03,126 1,36,303

Profit brought forward

from previous year 2,65,28,634 2,63,92,331

Profit available for

Appropriation 4,58,31,760 2,65,28,634

APPROPRIATIONS:

Transfer to General Reserve 19,30,313 --

Proposed Dividend 59,80,000 --

Tax on Proposed Dividend 10,16,301 --

Balance Carried to B/Sheet 3,69,05,146 2,65,28,634

Total 4,58,31,760 2,65,28,634

2. DIVIDEND

Directors recommend a dividend of Rs.2/- per share of Rs.l0/-each for the year ended 31.03.2010,subject to approval of the share holders at the forth coming Annual General Meeting.

3. PERFORMANCE

Net Sales and other income has increased from Rs. 61.06 crores to Rs. 62.01 crores. Improvement in profitability in Moulded Luggage is mainly on account of lower raw mate- rial cost, interest and staff cost and in Soft Luggage has been mainly due to better sourcing and rupee appreciation.

The net profit is Rs. 193.03 lakhs after providing deprecia- tion of Rs.42.93 lakhs and provisions of tax including de- ferred tax liability of Rs.52.52 lakhs and deferred revenue expenditure of Rs.59.84 lakhs.

4. OUTLOOK FORTHE CURRENT YEAR

The Outlook is positive as demand for travel goods remains robust. The Company hopes to achieve improvement in Production, Sales and Profitability in the current year, barring unforeseen circumstances.

5. FIXED DEPOSITS

Fixed Deposits from public and shareholders as on 31st March 2010, aggregated to Rs.280.80 lakhs. The Company has paid interest on all fixed deposits due and claimed.

6. DIRECTORS

In accordance of provisions of the Companies Act, 1956, and Articles of Association of the Company, Shri Jagdish N Sheth and Shri Shailesh J Mehta, Directors of the Company, retire by rotation at the ensuring Annual Gen- eral Meeting, but being eligible, offer themselves for reappointment.

7. AUDITORS

M/s. Bansi S. Mehta & Co., Chartered Accountants, Mumbai, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting The Company has received certificate from Auditors to the effect that their reappointment, if made, would be within the prescribed limit under Section 224 (IB) of the Com- panies Act, 1956.

8. COMMENT ON AUDITORS REMARKS

Notes contained in Schedule No. 12 of the Accounts and referred to in the Auditors^eport are self explanatory and do not call for further explanations and may be treated as adequate compliance of Section 217 (3) of the Companies Act, 1956.

9. SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate pursuant to Section 383A of the Companies Act, 1956, is attached herewith.

10. ACKNOWLEDGEMENT

Your Directors would like to thank the customers for their con- fidence in companys products and services, employees for their dedication and teamwork and Companys bankers for their co-operation and the trust reposed by them in the Company.

11.DIRECTORS RESPONSIBILITY STATEMENT PURSU- ANTTO SECTION 217(2AA) OFTHE COMPANIES ACT, 1956

The Directors hereby confirm :

a) that in the preparation of the annual accounts, the ap- plicable accounting standards has been followed along with proper explanation relating to material departures.

b) that 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 or loss of the company for that period.

c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guard- ing the assets of the company and for preventing and detecting fraud and other irregularities.

d) that the directors had prepared the annual accounts on a going concern basis.

12.STATEMENTS U/S217(2A)OF THE COMPANIES ACT,1956.

Information as per Section 217(2A) of the Companies Act, 1956 (the Act) read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report for the financial year ended 31.03.2010.

Employed throughout the year :-

Name Mr. Amul S Mehta

Remuneration Received Rs. 33,48,000/-

Nature of Employment Contractual

Other Terms & Conditions As per service rule of the Co.

Designation/ Chairman & Nature of Duties Managing Director

Qualification & Experience B.Sc. (Tech) - 35 Years

Date of Commencement 01.05.2008

of Employment

Age (Years) 57 Years

Last Employment held -



NOTES:

1.Gross Remuneration includes Salary, Allowances, Provi- dent Fund and Superannuation scheme with LIC and value of perquisites.

2.The appointment is contractual and terminable by notice on either side.

3.Mr. Y.S. Mehta, Director of the Company is a relative of Mr.A.S.Mehta.

13. LISTING OF SHARES

The Equity shares of the Company are listed on the Bombay Stock Exchange situated at Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai 400 001. The Company has paid necessary listing fees to the said The Bombay Stock Exchange as prescribed as per listing agreement.

13. CONSERVATION OF ENERGY, ETC.

As required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the Re- port on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, etc. is given in the annexure forming part of this Report.



ON BEHALF OFTHE BOARD OF DIRECTORS

MUMBAI A. S. MEHTA

DATED : 15th May, 2010. Chairman



 
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