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Directors Report of Silverton Spinners Ltd.

Dec 31, 2013

DEAR MEMBERS

The Directors have pleasure in presenting the 18th Annual Report together with the Audited Statement of Accounts for the period ended 31st December, 2013.

FINANCIAL RESULTS

Your Company''s performance during the period is summarized below:

For the period For the period Ended 31st December ended 30th September 2013 2012 (for 15th Months) (for 12 months) (Rs.in lacs) (Rs. in lacs)

Total Revenue 18566.85 10323.29

Gross Profit/(Loss) (510.02) (3050.54)

Less: Depreciation 794.10 635.75

Profit/(Loss)before Tax (1304.12) (3686.29)

Less/Add Deferred Tax Assets/liability 512.88 (868.33)

Net Profit/(Loss) After Tax (1817.00) (4554.62)

Add: Profit /(Loss)brought (7662.42) (3107.80) forward from previous year

Balance Profit/(Loss) Carried Forward (9479.42) (7662.42)



DIVIDEND

Your Board of Directors does not recommend any dividend on equity and preference shares due to loss in the Company during the period under review

PERFORMANCE AND OUTLOOK

Your company''s Gross Income during the year was Rs 18566.85 lacs as compared to Rs 10323.29 Lacs in previous year The Company''s cash loss was Rs.510.02 lacs during the period against cash loss of Rs. 3050.54 lacs in the previous period. The Company''s net loss during the period was Rs. 1817.00 lacs during the period as against net loss of Rs.4554.62 lacs in the previous year.

The Company incurred loss on account of the following factors:

(i) Volatility in Raw Material Prices.

(ii) Increase in input cost not commensurate with the increase in the sale price

(iii) Non availability of Raw Material of uniform quality on account of unfettered and huge export of raw cotton from the beginning of the cotton season from October 2012,

(iv) Poor market situation, slag in demand forced to sell at a lower price as compared to cost of production

All the above factors made the yarn costly with poor realization resulting in loss to the Company.

REWORKING OF THE EXISTING CDR PACKAGE

Company''s performance deteriorated during 2011-12 due to external reasons beyond control of the company like increase in raw material prices, ban of export of yarn, slag in demand in international and domestic in international and domestic market, sudden drop in yarn prices. Considering the gravity of the situation CDR EG approved the reworking of the existing CDR Package on 11* January 2013. Based on the same all the lending banks have sanctioned and implemented the rework package during the year.

DIRECTORS

Shri Mukesh C. Gandhi, Director of the company, retires by rotation and, being eligible, offers himself for reappointment.

DIRECTORS''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the period ended 31=* December, 2013 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii) 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 period and of the loss of the Company for the period under review.

iii) 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.

iv) That the Directors have prepared the accounts for the financial period ended 31st December 2013 on a going concern basis.

CORPORATE GOVERNANCE

Your Directors affirm their commitments to the corporate governance standards prescribed by the Securities and Exchange Board of India (SEBI). A Report on corporate Governance alongwith certificate from Company Secretaries for its compliance and management discussion and analysis as required under clause 49 of the listing agreement is attached.

DEMATERIALISATION

Your Company''s Shares are being traded in dematerialized form and over 98.69% of the Shares of the Company have been dematerialized

AUDITORS:

The Auditors of the company, M/s U.Narain & Company, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting. They have signified their willingness to accept reappointment and have confirmed their eligibility under section 224(1-B) of the Companies Act, 1956. Your Directors recommend their reappointment.

The Notes on Accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comments.

STATUTORY REQUIREMENTS:

The information under Section 217(2A) of the Companies Act, 1956 has been given in Annexure ''A forming part of this Report.

The Company has not accepted and/or renewed any deposits from the public and/or shareholders during the period under review.

Information regarding conservation of energy, etc. as required U/s 217(1)(e) of the Companies Act, 1956 read with companies (Disclosures of Particulars in the Reports of Directors) Rules 1988, is given below:

CONSERVATION OF ENERGY:

(a) Energy conservation measures taken;

There is a conscious and concentrated drive towards conservation of energy in all its forms. Strict vigilance is maintained over usage of energy by constant monitoring and educating the need to conserve energy. Replacement of worn out wires, control of idle running machines, plugging of leakage and putting off power to all major equipment at non- working time are some of the measures taken to conserve energy during the period.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy; NIL

(c) impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods; NOT APPLICABLE

TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION: 1

RESEARCH AND DEVELOPMENT (R & D)

The Company has not obtained any technology from outside parties either from India or abroad nor entered into any technical collaboration agreement with any party from abroad. Experience and qualified staff are engaged to look into Research and Development. The Company keeps abreast with the technology development and introduces, adopts and absorbs those sophisticated technologies, wherever suitable.

TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION.

To improve the quality of the product, the Company is keeping a regular track on latest advancement on the spinning technology. Company''s senior and experienced textile technologists are keeping continuous watch on the quality of the product at various stages. In house training is being imparted to the employees to improve working in the plant.

ACKNOWLEDGEMENT:

Your Directors sincerely acknowledge the co-operation and assistance received from the Financial Institutions, Bankers, WBIDC, WBSEB, all State Government Departments/agencies and thanks them for their continued support and valuable assistance.

Your Directors would also like to acknowledge the continued support of the Company''s Shareholders.

In conclusion, your Directors would like to record their deep appreciation of the dedicated support, hard work and services rendered throughout the period by Company''s personnel at all levels.

ON BEHALF OF THE BOARD For Pacific Cotspin Limited

Place: Kolkata Date : 28th February,2014 MANAGING DIRECTOR


Sep 30, 2012

DEAR MEMBERS

The Directors have pleasure in presenting the 17th Annual Report together with the Audited Statement of Accounts for the year ended 30th September, 2012.

FINANCIAL RESULTS

Your Company''s performance during the year is summarized below:

For the year For the year ended 30th September,2012 ended 30th September,2011 (Rs.in lacs) (Rs.in lacs)

Total Revenus 10290.29 9087.12

Gross Profit/(Loss) (3050.54) (1428.20)

Less: Depreciation 635.75 629.80

Profit/(Loss)before Tax (3686.29) (2058.00)

Add (Loss) Deferred Tax (868.33) 722.58

(4554.62) (1335.42)

Less: Fringe Benefit Tax 1.29

Net Profit/(Loss)After Tax (4554.62) (1336.71)

Add: Profit /(Loss)brought forward from previous year (3107.80) (1771.09)

Balance Profit/(Loss)

Carried Forward (7662.42) (3107.80)



DIVIDEND

Your Board of Directors does not recommend any Dividend on equity and preference shares due to loss in the company during the year under review.

PERFORMANCE AND OUTLOOK

Your company''s Total Revenue during the year was Rs. 10290.29 lacs as compared to Rs.9087.12 lacs in previous year. The Company''s cash loss of Rs. 3050.54 lacs during the year against Cash loss of Rs. 1428.20 lacs in previous year. The Company''s net loss is Rs. 4554.62 lacs during the year as against net loss of Rs. 1336.71 lacs in previous year.

The Company Sustained loss on account of the following factors:

(i) Domestic Price of Cotton (Gujarat Shanker- 6 variety ) increased from Rs. 35000 per candy (356 Kg) to Rs. 62500 per candy.Situation was further aggravated due to premature announcement by the Government for the Cotton Export of 55 lakhs bales in 45 days.

(ii) Suspension of cotton yarns export resulting in a huge piling of yarn inventory over 500 million Kgs with the spinning mills.Eventually when this ill timed ban was lifted there was sudden rush to liquidate the yarn stock at any price made from high priced cotton Inventory.

(iii) Holding high cost of raw material inventory without corrosponding increase in yarn prices led to steep fall in profitability in the Financial Year 2011-2012 and majority of spinning units report cash losses.

(iv) Due to unfettered and huge exports of raw cotton from the beginning of the cotton season from October2011 , raw material of uniform quality at right prices became scarce.

(v) The present rate of interest i.e 13.5% is still very high which substantially added to the manufacturing cost.

All the above factors made the yarn costly with poor realization resulting in loss.

REWORKING OF THE EXISTING CDR PACKAGE

Company''s performance deteriorated during the current year due to external reasons like increase in raw material prices, ban of export of yarn, slag in demand in international and domestic market, sudden drop in yarn prices. Considering the gravity of the situation CDR Monitoring Committee mandated Project Appraisal Group (PAG), Canara Bank, HO, Bangalore to conduct a TEV study. A fresh TEV study conducted by Project Appraisal Group (PAG), Canara Bank, HO, Bangalore established the viability of the unit on reworking of the existing CDR package including allowing need based working capital.CDR Monitoring Committee in its meeting dated 15th November 2012 adopted the report with minor modification subject to conversion of 707580 Nos of Redeemable Preference Shares held by the promoters into equity. Based on the modification as suggested by the CDR MC (monitoring committee), Canara Bank the lead bank and monitoring institution with final approval from their competent authority has sent a final report to CDR Cell for their necessary approval of the proposed rework package. Financial Sanction and implementation of the proposed package will be made after the final approval from CDR EG which is expected shortly.

DIRECTORS

Shri S.A Hussain Director of the company retires by rotation and being eligible offers himself for reappointment.

DIRECTORS''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the year ended 30th September,2012 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) 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 loss of the Company for the year under review.

iii) 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.

iv) That the Directors have prepared the accounts for the financial year ended 30th September, 2012 on a going concern basis.

CORPORATE GOVERNANCE

Your Directors affirm their commitments to the corporate governance standards prescribed by the Securities and Exchange Board of India (SEBI). A Report on corporate Governance alongwith certificate from Company Secretaries for its compliance and management discussion and analysis as required under clause 49 of the listing agreement is attached.

DEMATERIALISATION

Your Company''s Shares are being traded in the dematerialized form and over 98.68 % of the Shares of the Company have been dematerialized.

AUDITORS:

The Auditors of the company, M/s U.Narain & Company, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting. They have signified their willingness to accept reappointment and have confirmed their eligibility under section 224(1-B) of the Companies Act, 1956.Your Directors recommend their reappointment.

The Notes on Accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comments.

STATUTORY REQUIREMENTS:

The information under Section 217(2A) of the Companies Act, 1956 has been given in Annexure `A'' forming part of this Report.

The Company has not accepted and/or renewed any deposits from the public and/or shareholders during the year under review.

Information regarding conservation of energy, etc. as required U/s 217(1)(e) of the Companies Act, 1956 read with companies (Disclosures of Particulars in the Reports of Directors) Rules 1988, is given below:

CONSERVATION OF ENERGY:

(a) Energy conservation measures taken;

In view of its drive for Cost reduction, the Company considers conservation of energy as the top priority. Periodical review and studies are undertaken from time to time for energy saving. All out efforts are being made for optimum utilization of energy resources. Utilities are operated at their optimum efficiencies. All the workmen of the Company are being given training for conservation of energy.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy; NIL

(c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods; NOT APPLICABLE

Total energy consumption and energy consumption per unit.

Power and fuel consumption

Electricity For the year For the year

ended 30.09.2012 ended 30.09.2011

Purchased Units 9782600 13412100

Total amount (Rs. in lacs) 640.16 631.04

Rate/Unit (Rs.) 6.540 4.705

Consumption per unit of production

For the year For the year

Ended 30.09.2012 ended 30.09.2011

Electricity- Units

per Kgs Yarn 4.512 3.816

TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION:

Research and Development (R & D)

Experience and qualified staff are engaged to look into research and development. The principal objective of the department is to carry out process development for the improvement of yield and quality and it has achieved a significant success.

Technology Absorption, Adoption and Innovation.

The Company keeps a regular track on latest advancement on the spinning technology to improve the quality of the product. Senior and experience textile technologist are keeping continuous watch on the quality of the product at various stages. In house training is being imparted to the employees to improve the working of the plants.

FOREIGN EXCHANGE EARNINGS AND OUT GO:

a) The Company is presently exporting yarns. Steps are being taken to explore new markets and product developments.

b) Total Foreign Exchange earned and used :

For the year ended For the year ended

30.09.2012 30.09.2011

a) Earnings (Rs. in lacs) 872.09 2602.79

b) Expenditure (Rs. in lacs) -- 11.90

ACKNOWLEDGEMENT:

Your Directors sincerely acknowledge the co-operation and assistance received from the Financial Institutions, Bankers, WBIDC, WBSEB, all State Government Departments/agencies and thank them for their continued support and valuable assistance.

Your Directors would also like to acknowledge the continued support of the Company''s Shareholders.

In conclusion, your Directors would like to record their deep appreciation of the dedicated support, hard work and services rendered throughout the period by Company''s personnel at all levels.

ON BEHALF OF THE BOARD

FOR PACIFIC COTSPIN LIMITED

Place: Kolkata C. P. MEHRA

Date : 30th November,2012 MANAGING DIRECTOR


Sep 30, 2011

DEAR MEMBERS

The Directors have pleasure in presenting the 16th Annual Report together with the Audited Statement of Accounts for the period ended 30th September, 2011.

FINANCIAL RESULTS

Your Company''s performance during the period is summarized below:

For the period For the period ended 30th September, 2011 ended 30th September, 2010 (for 12 months) (for 18 months) (Rs. in lacs) (Rs. in lacs)

Gross Income 9190.76 19442.23

Gross Profit/(Loss) (1428.20) (404.5 )

Less: Depreciation 29.80 939.55

Profit/(Loss)before Tax (2058.00) (1344.14)

Add Deferred Tax Assets 22.58 283.63

(1335.42) (1060.51)

Less: Fringe Benefit Tax .29 --

Net Profit/(Los )After Tax (1336.71) (1060.51)

Add Profit /(Loss)brought (1771.09) 10.58) forward from previous year

Balance Profit/(Loss) Carried Forward (3107.80) 1771.09)

DIVIDEND

Your Board of Directors does not recommend any Dividend on equity and preference shares due to loss in the company during the period under review.

PERFORMANCE AND OUTLOOK

Your company''s Gross Income during the year of 12 months was Rs.9190.76 lacs as compared to Rs. 19442.23 lacs in previous period of 18 months. The Company''s cash loss of Rs. 1295.42 lacs during the period against Cash loss of Rs. 404.59 lacs in previous period. The Company''s net loss is Rs. 1427.48 lacs during the period as against net loss of Rs. 1060.51 lacs in previous period.

The Company Sustained loss on account of the following factors:

(1) Global Slowdown

(i) on account of recession in U.S; sovereign debt crisis and financial meltdown in Europe. Both USA and Europe are the major ultimate buyers of Textile garments/made ups and the demand of yarn reduced with the reduction of demand in end use of Textile items.

(ii) leading to slump in domestic demand compounded by other external factors.

(2) Volatility in Cotton/Yarn Prices

The Textile Industry is passing through an unprecedented downward cycle marked by extreme price volatility, increase of cotton yarn prices to an all time high, followed by sudden crash in yarn prices leading to losses and also dampening demand in domestic and international markets.

The average price of Cotton during October 2010- March 2011 reached historic high with escalation of around 85 per cent over the corresponding period of last year. This is the primary reason for an increase in the cost of production of cotton yarn. Although from mid- April 2011 cotton prices have shown a softening trend but generally it remained at higher level than what was prevailing prior to 2010-2011 cotton season. After March, 2011 World cotton prices has crashed in tandem with the global commodity prices after reaching unprecedented high levels.

The sudden sharp drop in prices the mills forced them to dispose off yarn at lower price against high cost purchase. Being a part of the industry the performance of the company also suffered and affected due the above double whammy reasons.

(3) Regulatory Policies

a. Frequent and several changes in Government policy for export of cotton yarn from April,2010 onwards, impeding the hitherto smooth flow of exports and imposition of quantitative export quota leading to virtual stoppage of yarn exports from India in the last quarter of January, 11 to March, 11.

b. Withdrawal of Export Incentive and lower rates of drawback.

c. Free export under OGL of main raw material - cotton. ithdrawal of Interest subvention.

e. Imposition of 10% Excise Duty on Garments affecting domestic demand.

f. Increase in cost of borrowings.

All the above factors made the yarn costly with poor realization resulting in loss.

ALLOTMENT OF CUMULATIVE CONVERTIBLE PREFRENCE SHARES TO BANKS UNDER CDR SCHEME

Pursuant to approval granted by the Members of the Company at their Annual General Meeting held on 30.09.2009 and in terms of the restructuring of debt under the CDR Mechanism as approved by the CDR Empowered Group, 4163127 Cumulative Convertible Preference Shares (CCPS) of Rs. 100/- each issued and allotted to Banks on 20.06.2011 carrying dividends @ 6.5 % p.a.

DIRECTORS

Shri Rajiv Khanna Director of the company retires by rotation and being eligible offers himself for reappointment.

DIRECTORS''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the period ended 30th September, 2011 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) 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 period and of the loss of the Company for the period under review.

iii) 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.

iv) That the Directors have prepared the accounts for the financial period ended 30th September, 2011 on a going concern basis.

CORPORATE GOVERNANCE

Your Directors affirm their commitments to the corporate governance standards prescribed by the Securities and Exchange Board of India (SEBI). A Report on corporate Governance alongwith certificate from Company Secretaries for its compliance and management discussion and analysis as required under clause 49 of the listing agreement is attached.

DEMATERIALIS TION

Your Company''s Shares are being traded in the dematerialized form and over 98.66 % of the Shares of the w Company have been dematerialized.

AUDITORS:

The Auditors of the company, M/s U.Narain & Company, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting. They have signified their willingness to accept reappointment and have confirmed their eligibility under section 224(1-B) of the Companies Act,1956.Your Directors recommend their reappointment.

The Notes on Accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comments.

STATUTORY REQUIREMENTS:

The information under Section 217(2A) of the Companies Act, 1956 has been given in Annexure ''A'' forming part of this Report.

The Company has not accepted and/or renewed any deposits from the public and/or shareholders during the period under review.

Information regarding conservation of energy, etc. as required U/s 217(1)(e) of the Companies Act, 1956 read with companies (Disclosures of Particulars in the Reports of Directors) Rules 1988, is given below:

CONSERVATION OF ENERGY:

(a) Energy conservation measures taken;

There is a conscious and concentrated drive towards conservation of energy in all its forms. Strict vigilance is maintained over usage of energy by constant monitoring and educating the need to conserve energy. Replacement of worn out wires, control of idle running machines, plugging of leakage and putting off power to all major equipment at non- working time are some of the measures taken to conserve energy during the period.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy ; NIL

(c) impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods ;

NOT APPLICABLE

RESEARCH AND DEVELOPMENT (R & D)

The Company has not obtained any technology from outside parties either from India or abroad nor entered into any technical collaboration agreement with any party from abroad. Experience and qualified staff are engaged to look into Research and Development. The company Keeps abreast with the technology development and introduces, adopts and absorbs those sophisticated technologies, wherever suitable.

TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION.

To improve the quality of the product, the company is keeping a regular tract on latest advancement on the spinning technology. Company''s senior and experienced textile technologists are keeping continuous watch on the quality of the product at various stages. In house training is being imparted to the employees to improve the working on the plant.

ACKNOWLEDGEMENT:

Your Directors sincerely acknowledge the co-operation and assistance received from the Financial Institutions, Bankers, WBIDC, WBSEB, all State Government Departments/agencies and thank them for their continued support and valuable assistance.

Your Directors would also like to acknowledge the continued support of the Company''s Shareholders.

In conclusion, your Directors would like to record their deep appreciation of the dedicated support, hard work and services rendered throughout the period by Company''s personnel at all levels.

ON BEHALF OF THE BOARD

For Pacific Cotspin Limited

Place: Kolkata C. P. MEHRA

Date : 30th November,2011 MANAGING DIRECTOR


Sep 30, 2010

DEAR MEMBERS

The Directors have pleasure in presenting the 15th Annual Report together with the Audited Statement of Accounts for the period ended 30th September, 2010

FINANCIAL RESULTS

Your Company''s performance during the period is summarized below:

For the period For the period ended 30th September,2010 ended 31st March,2009 ( for 18 months) (for 9 months) (Rs.in lacs) (Rs.in lacs)

Gross Income 19442.23 9649.59

Gross Profit/(Loss) (404.59) (1172.41)

Less: Depreciation 939.55 469.75

Profit/(Loss)before Tax (1344.14) (1642.16)

Add Deferred Tax Assets 283.63 324.74

(1060.51) (1317.42)

Less: Fringe Benefit Tax - 5.38

Net Profit/(Loss)After Tax (1060.51) (1322.80)

Add: Profit /(Loss)brought

forward from previous year (710.58) 612.22

Balance Profit/(Loss) -- --

Carried Forward ( 1771.09 ) (710.58)

DIVIDEND

Your Board of Directors does not recommend any Dividend on equity and preference shares due to loss in the company during the period under review.

PERFORMANCE AND OUTLOOK

Your company''s Gross Income during the period of 18 months was Rs. 19442.23 lacs as compared to Rs. 9649.59 lacs in previous period of 9 months. The Company''s cash loss of Rs. 404.59 lacs during the period against Cash loss of Rs. 1172.41 lacs in previous period. The Company''s net loss is Rs. 1060.51 lacs during the period as against net loss of Rs. 1322.80 lacs in previous period.

Overall performance of the company which suffered owing to global recession in the last period, has recovered during the period under review and has shown a steady growth in turnover as well. The Company has achieved optimum capacity utilization as well as overall performance in turnover and has been able to reduce cash loss to the extent of Rs. 767.82 lacs in spite of increase in input cost during the period.

ALLOTMENT OF SHARES TO PROMOTERS

The Promoters has already obtained necessary approval under Regulation 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 vide letter dated April 21, 2010 from the SEBI for exemption from compliance with the provisions of Regulation 11(1) of the said Regulations. Pursuant to the exemption obtained from SEBI, the Board of Directors in their meeting held on 17.08.2010 has alloted 1,42,04,400 shares to them.

ISSUANCE OF CUMULATIVE CONVERTIBLE PREFRENCE SHARES

Bankers of the Company has made an application seeking exemption from compliance with Regulation 10 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 under Regulation 4 of the said Regulations, which is pending for disposal. Once the same is disposed of, the Company will allot Cumulative Convertible Preference Shares of the company to the bankers against their dues also complying with the applicable rules and regulations.

DIRECTORS

Shri Mukesh C.Gandhi, Director of the company retires by rotation and being eligible offers himself for reappointment.

DIRECTORS''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the period ended 30th September,2010 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) 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 period and of the loss of the Company for the period under review.

iii) 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.

iv) That the Directors have prepared the accounts for the financial period ended 30th September, 2010 on a going concern basis.

CORPORATE GOVERNANCE

Your Directors affirm their commitments to the corporate governance standards prescribed by the Securities and Exchange Board of India (SEBI). A Report on corporate Governance along with certificate from Company Secretaries for its compliance and management discussion and analysis as required under clause 49 of the listing agreement is attached.

DEMATERIALISATION

Your Company''s Shares are being traded in the dematerialized form and over 62.10 % of the Shares of the Company have been dematerialized.

AUDITORS:

The Statutory Auditors of the Company, M/S Agarwal & Modi, Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting. They have communicated their unwillingness to continue as Auditors. The Board places on record its appreciation for the services rendered by M/S Agarwal & Modi, Chartered Accountants as the Statutory Auditors of the Company.

The Board of Directors of the Company pursuant to the recommendation of the Audit Committee proposes the Appointment of M/S U.Narain & Company, Chartered Accountants as the Statutory Auditors of the Company who will hold office from the conclusion of this ensuing Annual General meeting until the conclusion of next Annual General meeting. M/S U.Narain & Company have communicated their wellness to act as the Auditors of the Company and have further confirmed that their appointment if made, would be within the limits prescribed under section 224 (1B) of the Companies Act, 1956.

Directors recommend their appointment.

The Report of the Auditors and the Notes on Accounts are self Explanatory and therefore do not call for any further comments.

STATUTORY REQUIREMENTS:

The information under Section 217(2A) of the Companies Act, 1956 has been given in

Annexure A'' forming part of this Report.

The Company has not accepted and/or renewed any deposits from the public and/or shareholders during the period under review.

Information regarding conservation of energy, etc. as required U/s 217(1)(e) of the Companies Act, 1956 read with companies (Disclosures of Particulars in the Reports of Directors) Rules 1988, is given below:

CONSERVATION OF ENERGY:

(a) Energy conservation measures taken;

In view of its drive for cost reduction, the Company considers conservation of energy as the top priority. Periodical review and studies are undertaken from time to time for energy saving. All out efforts are being made for optimum utilization of energy resources. Utilities are operated at their optimum efficiencies. All the workmen of the Company are being given training for conservation of energy.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy ;

(c) impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods ;

* Power cost after concession allowed as per provisions of West Bengal incentive to Power intensive Industries Scheme, 2005

TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION: Research and Development (R & D)

Experience and qualified staff are engaged to look into research and development. The principal objective of the department is to carry out process development for the improvement of yield and quality and it has achieved a significant success.

Technology Absorption, Adoption and Innovation.

The Company keeps a regular track on latest advancement on the Spinning technology to improve the quality of the product. Senior and experience textile technologist are keeping continuous watch on the quality of the product at various stages. In house training is being imparted to the employees to improve the working of the plants.

ACKNOWLEDGEMENT:

Your Directors sincerely acknowledge the co-operation and assistance received from the Financial Institutions, Bankers, WBIDC, WBSEB, all State Government Departments/agencies and thank them for their continued support and valuable assistance.

Your Directors would also like to acknowledge the continued support of the Company''s Shareholders.

In conclusion, your Directors would like to record their deep appreciation of the dedicated support, hard work and services rendered throughout the period by Company''s personnel at all levels.

ON BEHALF OF THE BOARD

Place: Kolkata C. P. MEHRA

Date : 2nd March,2011 MANAGING DIRECTOR

 
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