Mar 31, 2015
To the Members,
The Directors have pleasure in presenting their 35th Annual Report on
the business and operations of the company along with the audited
Financial Statements for the year ended 31st March, 2015 and Auditor's
Report thereon.
FINANCIAL HIGHLIGHTS
The Company's financial performance for the year ended on 31st March,
2015 is summarized below:
(Rs in Lacs)
Particulars Year ended Year ended
31.03.2015 31.03.2014
Sales
Domestic 26295.69 25893.28
Export 3234.04 2685.13
Other Revenue 669.14 432.26
Total 30198.87 29010.67
Profit Before Interest & depreciation 2137.89 2591.79
Less: Financial Cost 1673.91 1588.70
Profit Before depreciation 463.98 1003.09
Less: Depreciation 780.46 927.95
Profit/(loss) Before exceptional item (316.48) 75.14
Profit Before Tax (316.48) 75.14
Less: Deferred Tax Liability (174.71) 13.83
Profit/(Loss) After Tax (141.77) 61.31
FINANCIAL PERFORMANCE
During the year under review your Company has showed improvement in its
performance and were able to handle the various market conditions in
both the domestic and export market. The sales turnover of the company
was Rs. 30198.87 lacs as compared to Rs. 29010.67 lacs of previous
year. The Profit (before interest, depreciation & tax) amounted to Rs.
2137.89 lacs as compared to Rs. 2591.79 lacs as compared to previous
year while Profit/(loss) after tax (PAT) amounted to Rs (141.77) lacs
as compared to profit of Rs. 61.31 lacs in previous year.
Your Directors & Management along with the entire team is taking all
possible action to ensure that we are able to sustain our financial
growth and business operational developments inspite of all adverse
external conditions & competition.
OPERATIONS
The business operations of the company during the year under review has
been satisfactory as compared to previous year. The Company produced
17098 tonnes of yarn valuing Rs.29935 lacs during the period under
review as against 15954 tonnes of yarn valuing Rs. 29214 lacs produced
during the last year. The performance of the Company is analyzed in
detail in the Management Discussions and Analysis Report annexed to
this report.
EXPORTS
During the year the Company had export of Rs. 3234.04 lacs against
export of Rs. 2685.13 lacs during the previous year. The export
constituted 10.71% of the total turnover of the Company.
The Company has exported its spun yarn mainly in the established
markets in Algeria, Indonesia, Singapore Germany, Egypt, Italy,
Belgium, Morocco, Turkey, and Hong Kong.
The Company plans to further increase its exports to the existing
markets and also tap potential export markets for which emphasis is
being made on new and better quality products.
DIVIDEND
For retention of funds / reserves in the company your directors do not
recommend any dividend for the year 2014-15.
TRANSFER TO RESERVES
Due to inadequacy of profits, no amount has been transferred to the
Reserves account for the year 2014-15.
CAPITAL PROJECTS
Normal Capital Expenditure
In all the divisions of the Company, provisions have been made for
capital expenditure of Rs. 50 lacs each unit. These are regular capital
expenditure which shall be funded from internal accruals of the
Company.
PUBLIC FIXED DEPOSITS
Your Company has not accepted any fixed deposits from the public during
the financial year ended 31st March, 2015. Fixed deposits accepted from
the public/non members before the commencement of Companies Act, 2013
and outstanding as on 31st March, 2014 have been repaid during the
financial year ended 31st March, 2015.
The company has issued the DPT-1,circular or circular in the form of
advertisement inviting deposits from the members only by passing
special resolution in its last Annual General Meeting held on 17th
September 2014 in compliance with the provisions of section 73 of the
Companies Act, 2013 read with rules 4(1) & 4(2) of The Companies
(Acceptance of Deposits) Rules, 2014.
Further, in order to accept the unsecured Fixed Deposits for the year
2014-15 from the members of the company, your company have taken all
the required steps pursuant to compliance of section 73 of the
Companies Act, 2013 including credit rating from the "CARE" (CREDIT
ANALYSIS AND RESEARCH LIMITED), the details of which are given in the
explanatory statement of the Notice of this Annual Report.
The particulars related to Unsecured Public fixed Deposits u/s 73,
covered under Chapter V of the Companies Act, 2013 as on 31st March
2015 are as under:
(a) Unsecured Public Fixed Deposits : Rs. 73,33,000/- accepted during
the year
(b) Outstanding Unsecured Public Fixed : Rs. 48,83,000/- Deposits as on
31st March, 2015
(c) Unclaimed Fixed Deposits as on 31st : Rs. 19,000/- March, 2015
(d) There has been any default in repayment : NIL of the deposit or
payment of interest thereon during the year & if so, number of such
cases & the total amount involved.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act, 2013 Mr.
Anubhav Ladia (DIN: 00168312) will retire by rotation at the ensuing
Annual General Meeting of the Company & being eligible have offered
himself for re-appointment.
During the year under review, Mr. R.K. Pandey ceased to be director
w.e.f. 17th September, 2014 due to relinquishment The Board of
Directors have expressed their sincere gratitude towards the valuable
guidance & services rendered by Mr.R.K.Pandey during his tenure of
Directorship.
Further, due to the resignation of Mrs. Amita Narain (DIN- 00017703)
w.e.f. 12th February 2015, Mrs. Neelima Khetan (DIN: 05113000) was
appointed as an Additional Director whose tenure expires at the ensuing
Annual General Meeting & in respect of whom the Company has received
necessary notice under Section 161(1) of the Companies Act, 2013 in
writing from member(s) along-with the deposit(s) of requisite amount
under Section 160 of the Act proposing her candidature as Non-Executive
Independent Women Director of the Company, who is not liable to retire
by rotation.
Further, during the year, Mr. Naval Kishore Soni was designated as
Chief Financial Officer, Key Managerial Personnel w.e.f. 12th February,
2015. As on 31st March 2015, the Key Managerial Personnel of the
Company consists of Mr. V. K. Ladia and Mr. Vikas Ladia, Whole Time
Director, not liable to retire by rotation, Mr. Anubhav Ladia,Whole
Time Director, liable to retire by rotation, Mrs. Bhanupriya Mehta
Jain, Company Secretary and Mr. Naval Kishore Soni, Chief Financial
Officer.
INDEPENDENT DIRECTORS
In compliance with the provision of Section 149 &152 and schedule IV
and other applicable provision, if any, of the Companies Act, 2013 read
with (Appointment and Qualification of Directors) rules 2014, Mr. Raj
Singh Nirwan, Mr. Sunil Goyal, Mr. N.N. Agrawala, Mr. Ravinder Narain,
Mr. Susheel Jain, Mrs. Amita Narain were appointed as Independent
Directors at the 34th Annual General Meeting for a term of 5 years upto
31st March, 2015.
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
The Company has received declaration from all the Independent Directors
of the Company confirming that they meet the criteria of independence
as prescribed both under sub section (6) of Section 149 of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
FORMAL ANNUAL EVALUATION
The evaluation/assessment of the Directors, KMPs and the senior
officials of the Company is to be conducted on an annual basis to
satisfy the requirements of the Companies Act, 2013.
The Company has devised a Policy for performance evaluation of
Independent Director, Board, Committees & other Individual Directors
which includes criteria for performance evaluation of the Board as a
whole. The Company's Nomination & Remuneration policy which includes
the Director's appointment & remuneration including criteria for
determining qualifications, positive attributes, independence of the
director & other matters is attached as Annexure-I.
AUDITORS & AUDITOR'S REPORT
Statutory Auditors
The Company had appointed M/s. M.C. Bhandari & Co, Chartered
Accountants, Jaipur (Firm Registration No. 303002-E), as Statutory
Auditors of the Company to conduct audit of the Financial Statements
for the year ended March 31, 2015. Their term of appointment expires
at the conclusion of 37th Annual General Meeting (subject to
ratification of their appointment by Shareholders at every AGM).
Therefore, being eligible, the Board of Directors have offered for the
ratification of their appointment to the Shareholders.
As required under the provisions of Section 139 of the Companies Act,
2013, the company has obtained a written certificate from the above
mentioned Auditors to the effect that they confirm with the limits
specified in the said Section and they had also given their eligibility
certificate stating that they are not disqualified for appointment
within the meaning of Section 141 of Companies Act, 2013. The
observations made by the Auditors are self explanatory and have been
dealt with in Independent Auditors Report & its annexures forming part
of this Annual Report and hence do not require any further
clarification. Cost Auditors & Cost Audit Report
Pursuant to the orders of the Central Government under Section 148 and
all other applicable provisions of the Companies Act, 2013 read with
The Companies (Audit and Auditors) Rules, 2014 the Board of Directors
had appointed M/s K.G. Goyal & Co, Cost Auditor, Jaipur (Firm
Registration No.000017) for conducting the Audit of cost records
maintained by the Company for the financial year 2014-15 & passed the
ordinary resolution in the 34th AGM of the company for the approval of
shareholders for the payment of remuneration to the cost auditors .Your
company has received the Cost auditors report for the year 2014-15
within the prescribed time limits. Further in line with the aforesaid
compliance, the Board of Directors has appointed M/s K.G. Goyal & Co,
Cost Auditor, Jaipur (Firm Registration No.000017) in its meeting held
on 22.05.2015 for conducting the Audit of cost records maintained by
the Company for the financial year 2015-16.The Remuneration proposed to
be paid to them requires ratification by the shareholders of the
Company. In view of this, your ratification for payment of remuneration
for the year 2015-16 to the Cost Auditors is being sought at the
ensuing AGM.
Secretarial Auditor and Secretarial Audit report Pursuant to Provision
of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the
Board had appointed M/s V.M. & Associates, Company Secretaries, Jaipur
(FRN : P1984RJ039200) to conduct Secretarial Audit for the financial
year 2014-15.
The Secretarial Audit Report for the financial year ended March 31,
2015 is annexed herewith marked as Annexure-II to this Report. The
Secretarial Audit Report does not contain any qualification,
reservation or adverse remark. MEETINGS OF THE BOARD
The Board of Directors met five times during the year on 22.05.2014,
14.08.2014, 12.11.2014, 12.02.2015 & 23.03.2015. Frequency and quorum
at these meetings were in conformity with the provisions of the
Companies Act, 2013 and the Listing Agreement entered into by the
company with the Stock Exchanges. For further details, please refer
report on Corporate Governance of this Annual Report. The intervening
gap between any two meetings was within the period prescribed by the
Companies Act, 2013.
AUDIT COMMITTEE
The Audit Committee's composition meets with the requirement of Section
177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
Members of the Audit Committee possesses financial / accounting
expertise / exposure. As on March 31, 2015 the Audit Committee
comprises of 5 Directors, Mr. R.S. Nirwan, Mr. V.K. Ladia, Mr. Sunil
Goyal, Mr. R.L Kunawat, and Mr. N.N. Agrawala out of which 4 are Non
Executive Directors. Mr. R.S. Nirwan is the Chairman of the Committee.
Further, during the year,the Board has accepted all the recommendations
made by the audit committee from time to time in compliance of
Companies Act, 2013 & Clause 49 of the Listing Agreement
SOCIAL OBLIGATIONS
The Company continued its efforts for the betterment and upliftment of
the living standards of Scheduled Castes and Scheduled Tribes dwelling
in the adjoining areas of Dungarpur by providing them training and
employment. The Company through its Charitable Trust and Educational
Society is providing education to the Children of people of Dungarpur
at Dungarpur Public School. About 1000 Children are given good quality
of education in English medium through trained teachers. During the
year Company has undertaken various social works for the benefit of
local population of Dungarpur.
PARTICULARS OF THE EMPLOYEES
Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, a detailed statement is attached as Annexure-III.
Further, with respect to Rule 5(2), no employee of the company is
drawing salary as specified in the rule Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
In terms of Section 136 of the Act, the Annual Report and Accounts are
being sent to the Members & others entitled thereto. If any Member is
interested in obtaining a copy thereof, such Member may write to the
Company Secretary in this regard.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO.
Pursuant to section 134 (3) (m)of the Companies Act 2013 read with rule
8(3)of The Companies (Accounts ) Rules, 2014, relevant details of
energy conservation, technology absorption and foreign exchange
earnings and outgo are attached as Annexure-IV which forms a part of
this Report.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
The operations of the company are reviewed in detail in the Management
Discussions and Analysis Report (Annexure-V) and forms a part of this
Report.
CONTRACTS & ARRANGEMENTS WITH THE RELATED PARTY
All Contracts/ arrangements/ transactions that were entered by the
Company during the Financial Year are done on Arm's length basis.
Disclosure of particulars of contract/arrangements entered into by the
company with Related Parties referred to in sub-section (1) of section
188 of the Companies Act, 2013 are attached herewith as Annexure-VI
which forms a part of this report. The policy on related party
transaction are put up on the website of the company at the link
http://www.srsl.in/documents/RPT.POLICY.pdf. CORPORATE GOVERNANCE
The Company has complied with the corporate governance requirements as
stipulated under the listing agreement with the stock exchanges. A
detailed compliance report on Corporate Governance along with
certificate from the Statutory Auditors regarding the compliance with
the Clause 49 of the Listing Agreement is given in the Annexure-VII
which forms a part of this report.
EXTRACT OF ANNUAL REPORT
Extract of Annual Return in Form MGT-9 containing details as on the
financial year ended 31st March, 2015 as required under Section 92(3)
of the Companies Act, 2013 read with The Companies (Management and
Administration) Rules 2014 is annexed herewith as Annexure-VIII which
forms a part of this report.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Company promotes ethical behaviors in all its business activities
and has put in place a mechanism of reporting illegal or unethical
behavior. The Company has a whistle blower policy wherein the directors
and employees are free to report violations of law, rules, regulations
or unethical conduct, actual or suspected fraud to their immediate
supervisor or provide direct access to the Chairman of the Audit
Committee in exceptional cases or such other persons as may be notified
by the Board. The confidentiality of those reporting violations is
maintained and they are not subjected to any discriminatory
practice.The details of the whistle blower policy/vigil mechanism is
given in the corporate governance annexed to this report.
RISK MANAGEMENT POLICY
The Company operates in conditions where economic, environment and
social risk are inherent to its businesses. In managing risk, it is the
Company's practice to take advantage of potential opportunities while
managing potential adverse effects.The Securities and Exchange Board of
India (SEBI) under Clause 49 of the Listing Agreement requires that all
listed Companies shall lay down the procedure towards risk assessment.
It also requires that the company must frame, implement and monitor the
risk management plan of the Company. To overcome this and as per the
requirement of Clause 49 of the listing agreement, Board has framed a
very comprehensive Risk Management policy to oversee the mitigation
plan for the key risks faced by the Company. The objective of the
policy is to make an effective risk management system to ensure the
long term viability of the company's business operations. The same is
reviewed quarterly by senior management and periodically also by the
Board of Directors. For a detailed discussion, please refer to
corporate Governance annexed to this report.
COMPLIANCE
Material changes and commitments, if any, affecting the financial
position of the company which have occurred between the end of the
financial year of the company to which the financial statements relate
and the date of the report: During the year there were no material
changes occurred subsequent to the close of the financial year of the
Company to which the balance sheet relates and the date of the report
like settlement of tax liabilities, operation of patent rights,
depression in market value of investments, institution of cases by or
against the company, sale or purchase of capital assets or destruction
of any assets etc. Details in respect of adequacy of internal
financial controls. For detail discussion with reference to adequacy of
internal financial controls, please refer to Management Discussions and
Analysis Report annexed with this report.
Details of Subsidiary/Joint Ventures/Associate Companies/ & its
Performance.
Your company have no Subsidiary/Joint Ventures/Associate Companies.
DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134 (5)
Your Directors hereby confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the Directors 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 and
loss of the company for that period;
(c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act, for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern
basis; and
(e) the Directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate & were operating effectively.
(f) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
ACKNOWLEDGMENTS
Your Directors are happy to place on record their sincere appreciation
of the dedicated services rendered by officers, staff and workers and
their contribution towards successful performance of the Company during
the year. Your Directors would also like to express their sincere
thanks to the Company's Bankers, Financial Institutions, Shareholders
and Fixed Deposit Holders for the continued cooperation and support and
confidence reposed by them in the Company.
By order of the Board
For Shree Rajasthan Syntex Limited
(V.K. LADIA)
Place: New Delhi CHAIRMAN & MANAGING DIRECTOR
Date: 8th August, 2015 DIN: 00168257
Mar 31, 2014
To the Members,
The Directors have pleasure in submitting their 34th Annual Report
along with the audited statements of Accounts for the year ended 31st
March, 2014 and Auditors Report thereon.
FINANCIAL RESULTS
Rs in Lacs
Particulars Year ended Year ended
31.03.2014 31.03.2013
Sales
Domestic 26325.54 26866.51
Export 2685.13 2070.11
Total 29010.67 28936.62
Profit Before interest & depreciation 2591.79 2609.30
Less: Finance Cost 1588.70 1560.98
Profit Before depreciation 1003.09 1048.32
Less: Depreciation 927.95 1002.22
Profit/(Loss) Before exceptional item 75.14 46.10
Profit Before Tax 75.14 46.10
Less: Deferred tax liability 13.83 42.90
Profit/Loss (Loss) After Tax 61.31 3.20
OPERATIONS
The operation during the year has been satisfactory as compared to
previous year. The Company produced 15954 tonnes of yarn valuing Rs.
29214 lacs during the period under review as against 15282 tonnes of
yarn valuing Rs. 27793 lacs produced during the last year. The
performance of the Company is analyzed in detail in the Management
Discussions and Analysis annexed to this report.
EXPORTS
During the year the Company had export of Rs 2685.13 lacs against
export of Rs. 2070.11 lacs during the previous year. The export
constituted 9.26% of the total turnover of the Company.
The Company has exported its spun yarn mainly in the established
markets in Algeria, Indonesia, Singapore Germany, Egypt, Italy,
Belgium, Morocco, Turkey, and Hong Kong.
The Company plans to further increase its exports to the existing
markets and also tap potential export markets for which emphasis is
being made on new and better quality products.
DIVIDEND
For retention of funds / reserves in the company your directors do not
recommend any dividend for the year 2013-14
CAPITAL PROJECTS.
01. Modernisation and expansion of Polycot Division & Spun Yarn
Division.
The Company has decided to increase number of spindles in Polycot
division (approx. 6048 spindles) by installing longer ring frames. The
Company has planned to invest in new machines like autoconer etc.
In the above planning an investment of approx. Rs. 1525 lacs is being
made including in the financial year 2014Â 15.
The term loan for above investment has been sanctioned by the Bank of
Baroda under TUFS for Rs. 1150 lacs.
The project is in advance stage of implementation & it is expected to
be fully completed within the first quarter of the financial year
2014-15.
02. Normal Capital Expenditure.
In all the divisions of the Company, provisions has been made for
capital expenditure of Rs. 25 lacs each unit. These are regular capital
expenditure which shall be funded from internal accruals of the
Company.
PUBLIC DEPOSITS
At the end of the year 31st March, 2014, the amount of fixed deposits
from public and shareholders amounted to Rs 55.63 lacs. Deposit
amounting to Rs. 19,000/- has remained unclaimed as on 31.03.2014 .
DIRECTORS
Mr. R.L. Kunawat (DIN No 00196938) will retire by rotation in ensuing
Annual General Meeting of the Company and are eligible for
reappointment.
Further six directors Mr. Raj Singh Nirwan (DIN : 00313799),Mr. Sunil
Goyal (DIN:00110601), N.N. Agrawala (DIN: 00168211), Mr. Ravinder
Narain (DIN:00059197), Mr. Susheel Jain (DIN : 00378678) & Mrs. Amita
Narain (DIN : 00017703) will be appointed as an non executive
independent directors for the period of five years from this Annual
General Meeting.
PERSONNEL
During the year under Report the relations between the Management and
Staff/Workers have generally remained harmonious.
AUDITORS
M/s. M.C. Bhandari & Co, Chartered Accountants, Jaipur, Auditors of the
Company, retires at the conclusion of this Annual General Meeting.
Pursuant to the provisions of Section 139, 142 and other applicable
provisions, if any, of the Companies Act, 2013 and the rules made there
under and pursuant to the recommendations of the Audit Committee of the
Board of Directors, M/s. M.C. Bhandari & Co., Chartered Accountants,
Jaipur (Firm Registration No. 303002-E) is eligible for re-appointed
as the Statutory Auditors of the Company to hold office from the
conclusion of this Annual General Meeting till the conclusion of the
4th consecutive AGM (subject to ratification of the appointment by
shareholders at every AGM held after this AGM).
He had also given their eligible certificate under Section 141of
Companies Act, 2013 The observations made by the Auditors are
self-explanatory and have been dealt with in Schedule No. 14 (notes on
accounts) forming part of the accounts and hence do not require any
further clarification.
SOCIAL OBLIGATIONS
The Company continued its efforts for the betterment and upliftment of
the living standards of Scheduled Castes and Scheduled Tribes dwelling
in the adjoining areas of Dungarpur by providing them training and
employment. The Company through its Charitable Trust and Educational
Society is providing education to the Children of people of Dungarpur
at Dungarpur Public School. About 1000 Children are given good quality
of education in English medium through trained teachers. During the
year Company has undertaken various social work for the benefit of
local population of Dungarpur.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Pursuant to Companies (Disclosures of particulars in the report of the
Board of Directors) Rules, 1988, relevant details are annexed in Form A
& B (Annexure  I) which forms part of this report.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT.
The operations of the company are reviewed in detail in the Management
Discussions and Analysis Report (Annexure-II) and form a part of the
Report.
CORPORATE GOVERNANCE
A detailed compliance report on Corporate Governance along with
certificate from the Statutory Auditors is given in the Annexure- III
which forms a part of this report.
DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA)
Your Directors confirm that:
i) in the preparation of the annual accounts applicable accounting
standards have been followed along with proper explanations relating to
material departures, if any;
ii) appropriate accounting policies have been selected and applied
consistently and the judgments and estimates made 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 under review and of the
profit of the Company for the year;
iii) proper and sufficient care has been taken for maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
iv) the Annual accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENTS
Your Directors are happy to place on record their sincere appreciation
of the dedicated services rendered by officers, staff and workers and
their contribution towards successful performance of the Company during
the year. Your Directors would also like to express their sincere
thanks to the Company''s Bankers, Financial Institutions, Shareholders
and Fixed Deposit Holders for the continued cooperation and support and
confidence reposed by them in the Company.
For and on behalf of the Board
Sd/-
Place: Udaipur (V.K. LADIA)
Date : 22nd May, 2014 CHAIRMAN & MANAGING DIRECTOR
Mar 31, 2013
To the Members,
The Directors have pleasure in submitting their 33rd Annual Report
along with the audited statements of Accounts for the year ended 31st
March, 2013 and Auditors Report thereon.
FINANCIAL RESULTS (Rs. in Lacs)
Particulars Year ended Year ended
31.03.2013 31.03.2012
Revenue from operations :
Domestic 26866.51 26649.87
Export 2070.11 1892.75
Total 28936.62 28542.62
Profit Before interest,
depreciation & tax 2609.30 397.07
Less: Finance Cost 1560.98 1787.05
Profit Before depreciation 1048.32 (1389.98)
Less: Depreciation 1002.22 1058.53
Profit/(Loss) Before exceptional item 46.10 (2448.51)
Less: Exceptional/Extraordinary item - 74.68
Profit Before Tax 46.10 (2523.19)
Less: Current Tax - -
Deferred tax liability 42.90 (843.06)
Profit/(Loss) After Tax 3.20 (1680.13)
OPERATIONS
The operations during the year has been satisfactory as compared to
previous year. The Company produced 15282 tonnes of yarn valuing Rs.
27793 lacs during the period under review as against 16535 tonnes of
yarn valuing Rs. 27405.00 lacs produced during the last year. The
performance of the Company is analysed in detail in the Management
Discussions and Analysis Report annexed to this report.
EXPORTS
During the year the Company had export of Rs. 2070.11 lacs against
export of Rs. 1892.75 lacs during the previous year. The export
constituted 7.26% of the total turnover of the Company. The Company
has exported its spun yarn mainly in the established markets in
Algeria, Indonesia, Germany, Egypt, South Africa, Itlay, Belgium,
Portugal, Morocco, Turkey and Chilly.
The Company plans to further increase its exports to the existing
markets and also tap potential export markets for which emphasis is
being made on new and better quality products.
DIVIDEND AND OTHER APPROPRIATIONS :
in order to conserve resources, your directors do not recommend any
dividend for the year under review.
CAPITAL PROJECTS
01. Modernisation and expansion of Polycot Division & Spun yarn
Division.
The Company has decided to increase number of spindles in Polycot
division (approx. 6048 spindles) by installing ring frames. The
Company has planned to invest in new machines like autoconer etc. In
the above planning an investment of approx. Rs. 1525 lacs shall be
completed in the financial year 2013Â 14. The term loan for above
investment has been sanctioned by the Bank of Baroda under TUFS for Rs.
1150 Lacs.
02. Normal Capital Expenditure.
In all the divisions of the Company, provisions has been made for
capital expenditure of Rs. 25 lacs each unit. These are regular
capital expenditure which shall be funded from internal accruals of the
Company.
PUBLIC DEPOSITS
At the end of the year 31st March, 2013, the amount of Fixed deposits
from public and shareholders was amounted to Rs 73.20 lacs. Deposit
amounting to Rs. 59,000/- has remained unclaimed as on 31.03.2013 .
DIRECTORS
Mr. R. S. Nirwan, Mr. Ravinder Narain and Mr. Susheel Jain will retire
by rotation in ensuing Annual General Meeting of the Company and are
eligible for re-appointment.
PERSONNEL
During the year under Report the relations between the Management and
Staff/Workers have generally remained harmonious.
AUDITORS
M/s. M.C. Bhandari & Co., Chartered Accountants, Jaipur, Auditors of
the Company retires at the conclusion of the ensuing Annual General
Meeting and are eligible for reappointment. The observations made by
the Auditors are self-explanatory and have been dealt with in Schedule
No. 14 (notes on accounts) forming part of the accounts and hence do
not require any further clarification.
SOCIAL OBLIGATIONS
The Company continued its efforts for the betterment and upliftment of
the living standards of Scheduled Castes and Scheduled Tribes dwelling
in the adjoining areas of Dungarpur by providing them training and
employment. The Company through its Charitable Trust and Educational
Society is providing education to the Children of people of Dungarpur
at Dungarpur Public School. About 1000 Children are given good quality
of education in English medium through trained teachers. During the
year Company has undertaken various social work for the benefit of
local population of Dungarpur.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Pursuant to Companies (Disclosures of particulars in the report of the
Board of Directors) Rules, 1988, relevant details are annexed in Form A
& B (Annexure  I) which forms part of this report.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT.
The operations of the company is reviewed in detail in the Management
Discussions and Analysis Report (Annexure-II) and form a part of the
Report.
CORPORATE GOVERNANCE
A detailed compliance report on Corporate Governance along with
certificate from the Statutory Auditors is given in the Annexure- III
which forms a part of this report.
DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA)
Your Directors confirm that:
i) in the preparation of the annual accounts applicable accounting
standards have been followed along with proper explanations relating to
material departures, if any.
ii) appropriate accounting policies have been selected and applied
consistently and the judgements and estimates made 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 under review and of the
profit of the Company for the year;
iii) proper and sufficient care has been taken for maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
iv) the Annual accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENTS
Your Directors are happy to place on record their sincere appreciation
of the dedicated services rendered by officers, staff and workers and
their contribution towards successful performance of the Company during
the year. Your Directors would also like to express their sincere
thanks to the Company''s Bankers, Financial Institutions, Shareholders
and Fixed Deposit Holders for the continued cooperation and support and
confidence reposed by them in the Company.
For and on Behalf of the Board
S/d
Place : Udaipur V.K. LADIA
Date : 25.05.2013 CHAIRMAN & MANAGING DIRECTOR
Mar 31, 2012
The Directors have pleasure in submitting their 32nd Annual Report
along with the audited statements of Accounts for the year ended 31st
March, 2012 and Auditors Report thereon.
FINANCIAL RESULTS
Rs. in lacs
Particulars 2011-12 2010-11
Turnover:
Export 1892.75 3830.87
Domestic 26650.85 27176.27
Total 28543.60 31007.14
Profit Before Interest & Depreciation 397.07 3666.47
Less: Finance Cost 1787.05 1285.86
Profit Before Depreciation (1389.98) 2380.61
Less Depreciation 1058.53 1069.62
Profit / (Loss) Before Exceptional Item (2448.51) 1310.99
Less Exceptional/Extraordinary Item 74.68 346.42
Profit Before Tax (2523.19) 964.57
Less: Current Tax - -
Deffered Tax Liability (843.06) 305.16
Profit / (Loss) After Tax (1680.13) 659.41
OPERATIONS
The operations during the year have been affected due to market
conditions during the year. The Company produced 16535 MT of yarn
valuing Rs. 27219.41 lacs during the period under review as against 19816
MT of yarn valuing Rs. 31879.19 lacs produced during the last year. The
performance of the Company is analysed in detail in the Management
Discussions and Analysis annexed to this report.
EXPORTS
During the year the Company had export of Rs. 1892.75 lacs against export
ofRs. 3830.87 lacs during the previous year.
The Company has exported its spun yarn mainly in the established
markets in Algeria, Indonesia, Germany, Egypt, South Africa,
Bangladesh, Italy, Belgium and Spain.
The Company plans to increase its exports to the existing markets and
also tap potential export markets for which emphasis is being made on
new and better quality products.
CAPITAL PROJECTS
01. Modernisation and expansion of Polycot Division.
The Company has decided to increase number of spindles in Polycot
division (approx. 3000 spindles) by installing longer ring frames and
removing the smaller ones. The Company has planned to invest in new
machines like autoconer etc.
In the above planning an investment of approx. Rs.900 lacs shall be made
in the financial year 2012-13.
The Company had submitted the project report and has received the
sanction from Bank of Baroda for the term loan for the above
investment.
02. Normal Capital Expenditure.
In all the divisions of the Company, provisions has been made for
capital expenditure of Rs. 10 lacs in each unit. These are regular
capital expenditure which shall be funded from internal accruals of the
Company.
PUBLIC DEPOSITS
At the end of the year 31st March, 2012, the amount of Fixed deposits
from public and shareholders amounted to Rs. 87.52 lacs. Deposit
amounting to Rs. 31000/- has remained unclaimed as on 31.03.2012.
DIRECTORS
Mr. N.N. Agrawala, Mr.Anubhav Ladia and Mr. Sunil Goyal will retire by
rotation in ensuing Annual General Meeting of the Company and are
eligible for re-appointment.
PERSONNEL
During the year under Report the relations between the Management and
Staff/Workers have generally remained harmonious. There was an illegal
strike by the workers of Shree Shyam Filaments, since last two years
which has been resolved by a triparty agreement.
AUDITORS
M/s. M.C. Bhandari & Co., Chartered Accountants, Jaipur, Auditors of
the Company retires at the conclusion of the ensuing Annual General
Meeting and are eligible for reappointment. The observations made by
the Auditors are self-explanatory and have been dealt with in Schedule
No. 14 (notes on accounts) forming part of the accounts and hence do
not require any further clarification.
SOCIAL OBLIGATIONS
The Company continued its efforts for the betterment and upliftment of
the living standards of Scheduled Castes and Scheduled Tribes dwelling
in the adjoining areas of Dungarpur by providing them training and
employment. The Company through its Charitable Trust and Educational
Society is providing education to the Children of people of Dungarpur
at Dungarpur Public School. About 1000 Children are given good quality
of education in English medium through trained teachers. During the
year Company has undertaken various social work for the benefit of
local population of Dungarpur.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Pursuant to Companies (Disclosures of particulars in the report of the
Board of Directors) Rules, 1988, relevant details are annexed in Form A
& B (Annexure - I) which forms part of this report.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT.
The operations of the company is reviewed in detail in the Management
Discussions and Analysis Report (Annexure- II) and form a part of the
Report.
CORPORATE GOVERNANCE
A detailed compliance report on Corporate Governance along with
certificate from the Statutory Auditors is given in the Annexure- III
which forms a part of this report.
DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA)
Your Directors confirm that:
I) in the preparation of the annual accounts applicable accounting
standards have been followed along with proper explanations relating to
material departures, if any.
ii) appropriate accounting policies have been selected and applied
consistently and the judgements and estimates made 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 under review and of the
profit of the Company for the year;
iii) proper and sufficient care has been taken for maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
iv) the Annual accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENTS
Your Directors are happy to place on record their sincere appreciation
of the dedicated services rendered by officers, staff and workers. Your
Directors would also like to express their sincere thanks to the
Company's Bankers, Financial Institutions, Shareholders and Fixed
Deposit Holders for the continued cooperation and support and
confidence reposed by them in the Company.
For and on Behalf of the Board
S/d
Place: Udaipur V.K. LADIA
Date : 28.05.2012 CHAIRMAN & MANAGING DIRECTOR
Mar 31, 2010
The Directors have pleasure in submitting their 30th Annual Report
along with the audited statements of Accounts for the year ended 31st
March, 2010 and Auditors Report thereon.
FINANCIAL RESULTS
(Rs. in lacs)
Particulars Year ended Year ended
31.03.2010 31.03.2009
Sales
Domestic 22801.24 22254.41
Export 6579.57 5649.55
Turn Over 29380.81 27903.96
Production Value 29081.74 26902.39
Profit from operation 2407.31 1169.52
Net profit from operation 123.78 (998.97)
Profit after Tax 59.07 (938.02)
OPERATIONS
The operations during the year has been satisfactory and have shown
improvement as compared to previous year. The Company produced 21748
tonnes of yarn valuing Rs. 29082 lacs during the period under review as
against 22779 tonnes of yarn valuing Rs 26902 lacs produced during the
last year. The performance the Company is analysed in detail in the
Management Discussions and Analysis report annexed to this report.
Due to inadequate profits during the year, your Directors have not been
able to recommend any dividend on equity shares.
EXPORTS
During the year the Company had export of Rs. 6580 lacs against export
of Rs. 5650 lacs during the previous year. The export has increased due
to improvement in the international market. The Company has exported
its spun yarn mainly in the established markets in Jordan, Turkey,
Egypt, Italy, KSA, Morracco, South Africa, Iran, Pakistan, Guatemala,
Algeria, Brazil, Beirut, Ukraine, Peru, Lebanon, Portugal, Mauritius
and Belgium. The export constituted 22%of the total turnover of the
Company.
The Company plans to further increase its exports to the existing
markets and also tap potential export markets for which emphasis is
being made on new and better quality products.
CAPITAL PROJECTS.
i) Modernization of Syntex Division
The company is changing certain machines in Syntex Division by
installing the higher efficiency Ring Frames and TFOs. The company has
already invested towards value added machines like Dyeing Machines and
Dryers.
In the above modernization programme of Rs. 882 lacs, the company has
already spent Rs 643 lacs up to 31st March 2010 and the balance amount
of Rs. 239 lacs shall be spent in the financial year 2010-11.
ii) Normal Capital Expenditure
In all the Divisions of the Company, provisions has been made for
capital expenditure of Rs. 10 lacs each. These are regular capital
expenditure which shall be funded from Internal accruals of the
Company.
PUBLIC DEPOSITS
At the end of the year 31st March 2010, the amount of Fixed deposits
from public and shareholders amounted to Rs. 54.82 lacs. Deposit
amounting to Rs.80,000/- has remained unclaimed as on 31.03.2010 .
DIRECTORS
Mr. S.C. Kuchhal, Mr. R.S. Nirwan, and Mr. Ravinder Narain, retire by
rotation in ensuing Annual General Meeting of the Company and are
eligible for re-appointment.
PERSONNEL
During the year under Report the relations between the Management and
Staff/Workers have generally remained harmonious. In a specific case in
Companys division at Bagru, there has been illegal strike by the
workers which is still continuing.
AUDITORS
M/s. M.C. Bhandari & Co., Chartered Accountants, Jaipur, Auditors of
the Company retires at the conclusion of the ensuing Annual General
Meeting and are eligible for reappointment. The observations made by
the Auditors are self-explanatory and have been dealt with in Schedule
No. 14 (notes on accounts) forming part of the accounts and hence do
not require any further clarification.
SOCIAL OBLIGATIONS
The Company continued its efforts for the betterment and upliftment of
the living standards of Scheduled Castes and Scheduled Tribes dwelling
in the adjoining areas of Dungarpur by providing them training and
employment. The Company through its Charitable Trust and Educational
Society is providing education to the Children of people of Dungarpur
at Dungarpur Public School. About 1000 Children are given good quality
of education in English medium through trained teachers. During the
year Company has undertaken various social work for the benefit of
local population of Dungarpur.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Pursuant to Companies (Disclosures of particulars in the report of the
Board of Directors) Rules, 1988, relevant details are annexured in Form
A & B (Annexure - I) which forms part of this report.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT.
The operations of the company is reviewed in detail in the Management
Discussions and Analysis Report (Annexure II) and form a part of the
Report.
CORPORATE GOVERNANCE
A detailed compliance report on Corporate Governance along with
certificate from the Statutory Auditors is given in the Annexure- III
which forms a part of this report.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors confirm that:
i) in the preparation of the annual accounts applicable accounting
standards have been followed along with proper explanations relating to
material departures, if any.
ii) appropriate accounting policies have been selected and applied
consistently and the judgements and estimates made 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 under review and of the
profit of the Company for the year;
iii) proper and sufficient care has been taken for maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
iv) the Annual accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENTS
Your Directors are happy to place on record their sincere appreciation
of the dedicated services rendered by officers, staff and workers and
their contribution towards successful performance of the Company during
the year. Your Directors would also like to express their sincere
thanks to the Companys Bankers, Financial Institutions, Shareholders
and Fixed Deposit Holders for the continued cooperation and support and
confidence reposed by them in the Company.
For and on Behalf of the Board
Sd/-
V.K. LADIA
Place : Udaipur CHAIRMAN &
Date : 29.05.2010 MANAGING DIRECTOR.
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