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Directors Report of SNS Textiles Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors present the 23rd ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 2014 15 ended 31st March, 2015

1. FINANCIAL RESULTS:

(Rs in Lacs) Particulars 2014-15 2013-14

Profit before Depreciation 33.90 24.02

Less: Depreciation 31.32 49.86

Profit/(Loss) after depreciation 2.58 (25.84)

(Less): Prior period adjustments - (0.09)

(Less): Adjustments to Fixed Assets (109.94) -

(Loss) before tax (107.36) (25.93)

Add: Deferred Tax (Asset) 31.65 8.48

Less: Provision for tax - -

(Loss) after tax (75.71) (17.45)

Opening (debit) balance of Profit & Loss (2166.70) (2149.25)

(Loss) carried forward to Balance sheet (2242.41) (2166.70)

There are no material changes and commitment affecting the financial position of the Company which have occurred between 1st April, 2015 and date of this report.

2. OPERATIONS:

During the year under review the sales comprised from the own production and job work of furnishing fabrics of Rs. 51.34 lacs as compared to Rs. 95.22 Lacs during 2013-14. The Company has earned other income of Rs. 81.31 Lacs during the year under review as compared to Rs. 39.05 lacs during 2013-14.

During the year under review, the Company earned Profit before Depreciation of Rs. 33.90 Lacs compared to Rs. 24.02 Lacs during 2013-

14. After providing for depreciation of Rs. 31.32 Lacs the profit after depreciation stood at Rs. 2.58 Lacs compared to loss of Rs. 25.84 Lacs during 2013-14.

After providing for prior period adjustments and adjustments for fixed assets, the Loss before tax stood at Rs. 107.36 Lacs compared to Loss of Rs. 25.93 Lacs during the year 2013-14. After taking credit of Rs. 31.65 lacs for deferred tax asset (previous year deferred tax asset for Rs. 8.48 lacs), the Loss for the year stood at Rs. 75.71 lacs compared to Loss of Rs. 17.45 lacs during the year 2013-14.

3. DIVIDEND:

In view of the large accumulated losses, your Directors regret their inability to recommend any dividend on the Equity Shares of the Company.

4. FUTURE OUT LOOK:

The Furnishing Fabrics unit of the Company generates cash profit by own marketing/ production and job work so in future the possibility of increasing margins are better.

5. FINANCE:

Fund arrangements including working capital have been prudently managed and during the current financial year company did not enjoy any financial assistance from Financial Institutions and Banks.

The Company has not raised any term loan during the year as well as not given any guarantee for loans taken by others from bank or financial institutions.

The Company's Income-tax Assessment has been completed up to the Assessment Year 2012-13 and Sales tax Assessment is completed up to the Financial Year 2001-02.

6. DIRECTORS:

6.1 Two of your Directors viz. Mr. Satish Batavia and Mr. Dinesh K. Patel resigned and Ms. Kiran M. Virani has been appointed as the Director of the Company during the year under review.

6.2 The Board of Directors duly met 6 times during the financial year under review.

6.3 The Board has made necessary evaluation of its own performance and that of its commitments and of individual Directors.

6.4 The performance evaluation of the Chairman, Executive and Non-Executive Directors was carried out by at the meeting of the Independent Directors held on 19th March, 2015.

6.5 DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) 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 31st March, 2015 being end of the financial year 2014-15 and of the Loss of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

(v) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(vi) 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.

7. MANAGERIAL REMUNERATION:

7.1 REMUNERATION OF DIRECTORS:

The Company has not paid any Managerial Remuneration or other benefits to any of its Directors. The Board of Directors has framed a Remuneration Policy that assures the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management to enhance the quality required to run the Company successfully. The Relationship of remuneration to performance is clear and meets appropriate performance benchmarks. All the Board Members and Senior Management personnel have affirmed time to time implementation of the said Remuneration policy.

8. KEY MANAGERIAL PERSONNEL (KMP) AND PERSONNEL:

There are no material payments to KMP/ Employees. As no material payments have been made the amount is not comparable with the performance of the Company. There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.

9. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Directors' Report.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 134(3) (m) of the Companies Act, 2013 and rule 8(3) of Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorption forms part of this report and is given by way of Annexure- A.

11. CORPORATE GOVERNANCE AND MDA:

As per Clause 49 of the Listing Agreement and the Companies Act, 2013, Report on Corporate Governance and Management Discussion and Analysis (MDA) form part of this Annual Report. A certificate regarding compliance with the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement is also appended to the Annual Report as Annexure - B.

12. SECRETARIAL AUDIT REPORT:

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013 from M/s. Kashyap R. Mehta & Associates, Company Secretaries, Ahmedabad. The said Report is attached with this Report as Annexure - C. As regards the observation of the Auditors, the Company is in the process of identifying and appointing Whole-time Company Secretary and also developing functional website of the Company.

13. EXTRACT OF ANNUAL RETURN:

The extract of Annual return in Form - MGT-9 has been attached herewith as Annexure - D.

14. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The details of various committees and their functions are part of Corporate Governance Report.

15. GENERAL:

15.1 AUDITORS:

The present Auditors of the Company M/s. Natvarlal Vepari & Co., Chartered Accounts, Surat, will retire at the ensuing 23rd Annual General Meeting. The Company has obtained from them consent to the effect that their reappointment as Auditors of the Company for period of 2 years commencing from the Financial Year 2015-16 to 2016-17, if made, will be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013. The remarks of Auditor are self explanatory and have been explained in Notes on Accounts.

15.2 INSURANCE:

The movable and immovable properties of the Company including plant and Machinery and stocks wherever necessary and to the extent required have been adequately insured against the risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the Company.

15.3 DEPOSITS:

The Company has not accepted during the year under review any Deposits and there were no overdue deposits.

15.4 RISKS MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work and monitored regularly with reference to statutory regulations and guidelines defined by the Company.

15.5 SUBSIDIARIES/ ASSOCIATES/ JVS:

The Company does not have any Subsidiaries/ Associates Companies / JVs.

15.6.RESEARCH & DEVELOPMENT:

The Company is continuously working on Research and Development resulting in new innovation leading to cost reduction and better product quality.

15.7 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

15.8 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There have been no significant and material orders passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

15.9 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place an Anti Sexual Harassment Policy, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company did not receive any complaint.

15.10 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

16. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN No. allotted is INE979D01011.

17. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for their constant support and co operation. Your Directors also place on record their grateful appreciation and co operation received from Bankers, Financial Institutions, Government Agencies and employees of the Company.

For and on behalf of the Board

Place : Ankleshwar Kiran M. Virani Mansukh K. Patel Date : 29th July, 2015 Director Wholetime Director


Mar 31, 2014

Dear Members,

The Directors present the 22nd Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

1. FINANCIAL RESULTS:

(Rs in Lacs)

Particulars 2013-2014 2012-2013

Profit before Depreciation 24.02 57.46

Less: Depreciation 49.86 49.86

Profit/(Loss) after depreciation (25.84) 7.60

(Add)/Less: Prior period adjustments 0.09 (0.35)

Profit/(Loss) before tax (25.93) 7.95

(Add): Deferred Tax (Asset) (8.48) (8.16)

Less: Provision for tax - 1.25

Profit/ (Loss) after tax (17.45) 14.86

Opening (debit) balance of Profit & Loss (2149.25) (2164.11)

(Loss) carried forward to Balance sheet (2166.70) (2149.25)

2. OPERATIONS:

During the year under review the sales comprised from the own production of furnishing fabrics of Rs. 0.72 lacs as compared to Rs. 6.78 Lacs during 2012-13. The Company has earned job work income of Rs. 94.50 Lacs during the year under review as compared to Rs. 162.12 lacs during 2012-13.

During the year under review, the Company has incurred Loss before tax of Rs. 25.93 lacs compared to profit of Rs. 7.95 lacs during the year 2012-13. After taking credit of Rs. 8.48 lacs for deferred tax asset (previous year deferred tax assets for Rs. 8.16 lacs), the Loss for the year stood at Rs. 17.45 lacs compared to profit of Rs. 14.86 lacs during the year 2012-13.

3. DIVIDEND:

In view of the large accumulated losses, your Directors regret their inability to recommend any dividend on the Equity Shares of the Company.

4. FUTURE OUT LOOK:

The Furnishing Fabrics unit of the Company generates cash profit by own marketing/ production and job work so in future the possibility of increasing margins are better.

5. FINANCE:

Fund arrangements including working capital have been prudently managed and during the current financial year company did not enjoy any financial assistance from Financial Institutions and Banks.

The Company has not raised any new term loan during the year as well as not given any guarantee for loans taken by others from bank or financial institutions.

6. MANAGEMENT DISCUSSION AND ANALYSIS:

The furnishing fabric sector of the textile industry is a fashion driven segment and with improved life style and increased corporatisation, the market for furnishing fabric like home furnishing, curtains, upholstery, sofa cover, linen etc. is showing increasing trend. The company has focused on developing its own marketing. The company has started its own marketing so in future the possibility of increase margins are better.

The windmill unit of the company supplies free captive power to the furnishing fabric division that is a helpful feature for power cost competitiveness.

7. DIRECTORS:

7.1 Mr. Ranjitsinh A. Parmar and Mr. Priyesh G. Shah, being Independent Directors, are being appointed for a term of 5 years as per provisions of the Companies Act, 2013.

7.2 Mr. Satish V. Batavia resigned from the office of the Director w.e.f. 29th July, 2014.

7.3 Mr. Dineshchandra K. Patel retires by rotation at this Annual General Meeting, being eligible offers himself for reappointment.

7.4 Mr. Mansukh K. Patel has been reappointed as Whole-time Director of the Company.

8. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors report as under:

(i) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

(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 31st March, 2014 and loss of the company for the year.

(iii) That the Directors have 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/detecting frauds and other irregularities.

(iv) That the Directors have prepared the Annual Accounts on a going concern basis.

9. AUDIT COMMITTEE:

The Board of Directors have re-constituted Audit Committee consisting of the following:

1. Mr. Ranjitsinh A. Parmar Chairman

2. Mr.Dineshchandra K. PatelMember

3. Mr. Priyesh G. Shah Member

10. DEMATERIALISTION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN No. allotted is INE979D01011.

11. CORPORATE GOVERNANCE:

The Report on Corporate Governance prescribed in Clause 49 of the Listing Agreement along with the Certificate of Auditors is attached to this Report.

12. FIXED DEPOSITS:

The Company has not accepted during the year under review any deposit as defined under the Companies (Acceptance of Deposits) Rules, 1975.

13. PARTICULARS OF EMPLOYEE:

None of the employees is drawing remuneration requiring Disclosure information under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

14. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:

(a) Conservation of Energy:

The Company gives top most priority to energy conservation and has undertaken continuous measures in this respect. New measures are planned to achieve further reduction in energy consumption. The Company has also commissioned and installed Wind Farm of 225 KW capacity at Dhank for generation of pollution free power.

(c) Technology Absorption:

The project of your Company has no foreign collaboration hence, no particulars are offered for the same.

15. RESEARCH & DEVELOPMENT:

The Company is continuously working on Research and Development resulting in new innovation leading to cost reduction and better product quality.

16. AUDITORS:

The present Auditors of the Company M/s. Natvarlal Vepari & Co., Chartered Accounts, Surat will retire at the ensuing Annual General Meeting and are eligible for reappointment. The Company has obtained from them the written Certificate to the effect that their reappointment as Auditors of the Company for the Financial Year 2014-15, if made, will be in accordance with in the provisions of Section 139 and 141 of the Companies Act, 2013. The remarks of auditor and notes on accounts are self explanatory.

17. INSURANCE:

The assets of the Company have been adequately insured against the risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the Company.

18. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors have constituted Nomination and Remuneration Committee consisting of the following:

1. Mr. Dineshchandra K. Patel Chairman

2. Mr. Priyesh G. Shah Member

3. Mr. Ranjitsinh A. Parmar Member

19. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

20. LISTING:

The Equity Shares continue to be listed on BSE Limited and Madras Stock Exchange Limited. The Company has applied for Delisting of Equity Share from Saurashtra Kutch Stock Exchange Limited and Madras Stock Exchange Limited. The Company has paid listing fees to BSE Limited up to the year 2014-15.

21. ACKNOWLEDGEMENT:

The Directors take this opportunity to express their sincere thanks and are extremely grateful for the continued support received from various authorities. The Directors also express their sincere thanks to the customers, suppliers and employees for their encouraging support and co-operation.

The Directors also express their sincere thanks to the shareholders for their continuing confidence in the Company.

For and on behalf of the Board

Place : Ankleshwar Mansukh K. Patel Dineshchandra K. Patel Date : 29th July, 2014 Wholetime Director Director


Mar 31, 2013

The Directors present the 21st Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2013.

1. FINANCIAL RESULTS:

(Rs in Lacs)

Particulars 2012-2013 2011-2012

Profit before Depreciation 57.46 22.32

Less: Depreciation 49.86 49.86

Profit/(Loss) after depreciation 7.60 (27.54)

(Add): Prior period adjustments 0.35 (5.00)

Profit/(Loss) before tax 7.95 (22.54)

(Add)/Less: Deferred Tax (Asset) /Liabilities (8.16) 57.91

Less: Provision for tax 1.25 -

Profit for the year 14.86 (80.45)

Opening (debit) balance of Profit & Loss (2164.11) (2083.66)

(Loss) carried forward to Balance sheet (2149.25) (2164.11)

2. OPERATIONS:

During the year under review the sales comprised from the own production of furnishing fabrics of Rs. 6.78 lacs as compared to Rs. 14.78 Lacs during 2011-12. The Company has earned job work income of Rs. 162.12 Lacs during the year under review as compared to Rs. 105.18 lacs during 2011-12.

During the year under review, the Company has earned Profit before tax of Rs. 7.95 lacs compared to loss of Rs. 22.54 lacs during the year 2011-12.

After taking credit of Rs. 8.16 lacs for deferred tax asset (previous year deferred tax liabilities for Rs. 57.91 lacs) and providing Rs. 1.25 lacs for current taxation, the Profit for the year stood at Rs. 14.86 lacs compared to loss of Rs. 80.45 lacs during the year 2011-12.

In view of the accumulated losses, the Directors are unable to recommend any Dividend on the Equity Shares of the Company.

3. FUTURE OUT LOOK:

The Furnishing Fabrics unit of the Company generates cash profit by own marketing/ production and job work so in future the possibility of increasing margins are better.

4. FINANCE:

Fund arrangements including working capital have been prudently managed and during the current financial year company did not enjoy any financial assistance from Financial Institutions and Banks.

The Company has not raised any new term loan during the year as well as not given any guarantee for loans taken by others from bank or financial institutions.

5. MANAGEMENT DISCUSSION AND ANALYSIS:

The furnishing fabric sector of the textile industry is a fashion driven segment and with improved life style and increased corporatisation, the market for furnishing fabric like home furnishing, curtains, upholstery, sofa cover, linen etc. is showing increasing trend. The company has focused on developing its own marketing. The company has started its own marketing so in future the possibility of increase margins are better.

The windmill unit of the company supplies free captive power to the furnishing fabric division that is a helpful feature for power cost competitiveness.

6. DIVIDEND:

In view of the large carried forward losses of the Company, your Directors regret their inability to recommend any dividend for this period.

7. DIRECTORS:

Mr. Priyesh G. Shah, Director of the Company, retires by rotation, and being eligible offers himself for re-appointment at the forthcoming Annual General Meeting.

8. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors report as under:

(i) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

(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 31st March, 2013 and profit of the company for the year.

(iii) That the Directors have 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/detecting frauds and other irregularities.

(iv) That the Directors have prepared the Annual Accounts on a going concern basis.

9. DEMATERIALISTION OF EQUITY SHARES:

The company has entered into arrangements with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for demat. The ISIN No. of the Equity Shares is INE979D01011. The shareholders have option to dematerialize their shares with either of the Depositories.

10. COST AUDITORS:

As per Order No. 52/26/CAB/2010 dated 24/01/2012 of the Central Government, the Board of Directors of the Company at its meeting held on 30th May, 2013 has appointed M/s. Rajendra Patel & Associates, Cost Accountants, A-603, Infinity Tower, Nr. Hotel Ramada, Corporate Road, Prahladnagar, Ahmedabad-380015. (Membership No. 29021) as Cost Auditor for the Company for the financial year 2013-14. Cost Audit Report in terms of provisions of Section 233B(4) of the Companies Act, 1956 read with the Cost Audit (Report) Rules, 2011 will be filed with the Central Government within 180 days from the close of financial year ended on 31.03.2014.

11. CORPORATE GOVERNANCE:

The Report on Corporate Governance prescribed in Clause 49 of the Listing Agreement along with the Certificate of Auditors is attached to this Report.

12. FIXED DEPOSITS:

The company has not accepted any deposits from the public during the year under review.

13. PARTICULARS OF EMPLOYEE:

None of the employees is drawing remuneration requiring Disclosure information under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

14. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:

(a) Conservation of Energy:

The Company gives top most priority to energy conservation and has undertaken continuous measures in this respect. New measures are planned to achieve further reduction in energy consumption. The Company has also commissioned and installed Wind Farm of 225 KW capacity at Dhank for generation of pollution free power.

(c) Technology Absorption:

The project of your Company has no foreign collaboration hence, no particulars are offered for the same.

15. RESEARCH & DEVELOPMENT:

The Company is continuously working on Research and Development resulting in new innovation leading to cost reduction and better product quality.

16. AUDITORS:

(i) M/s Natvarlal Vepari & Co. Chartered Accountants, Surat will retire as Auditors at the ensuing Annual General Meeting and are eligible for re-appointment.

(ii) The comments and remarks of the Auditors are self explanatory and have been duly replied elsewhere appropriately.

(iii) The net worth of the Company is eroded by more than 100% and thus the Company has become ''Sick Company''.

17. LISTING:

The Equity Shares continue to be listed on BSE Limited, Saurashtra Kutch Stock Exchange Limited and Madras Stock Exchange Limited. The Company has applied for Delisting of Equity Share from Saurashtra Kutch Stock Exchange Limited and Madras Stock Exchange Limited. The Company has paid listing fees to BSE Limited up to the year 2013-14.

18. ACKNOWLEDGEMENT:

The Directors take this opportunity to express their sincere thanks and are extremely grateful for the continued support received from various authorities. The Directors also express their sincere thanks to the customers, suppliers and employees for their encouraging support and co-operation.

The Directors also express their sincere thanks to the shareholders for their continuing confidence in the Company.

For and on behalf of the Board

Place : Ankleshwar Mansukh K. Patel Dinesh K. Patel

Date : 16th July, 2013 Wholetime Director Director


Mar 31, 2010

The Directors present the 18lh Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2010.



1. FINANCIAL RESULTS: (Rs in Lacs) Particulars 2009-2010 2008-2009

Profit before Depreciation 59.85 47.61

Less: Depreciation 50.04 47.78

Profit/(Loss) after depreciation 9.81 (0.17)

Add: Prior period Income 16.98 0.03

Profit/(Loss) before tax 26.79 (0.14) Add/(Less): Deferred Taxation Assets/ (Liabilities) (128.79) 6.01

Less: Provision for tax - 0.17

Profitf(Loss) for the year (102.00) 5.71 Opening (debit) balance of Profit 8 Loss Account (1920.69) (1926.40)

(Loss) carried forward to Balance sheet (2022.69) (1920.69)



2. OPERATIONS:

During the year under review the sales comprised mainly from the own production of furnishing fabrics of Rs.123.59 Lacs as compared to Rs. 174,60 Lacs during the previous year. The efforts have been made to maximize the profit through own production and marketing. During the year under review the sales (including other income and job work income) was Rs.193.63 Lacs as against Rs.224.53 Lacs in the previous financial year. The sales of current financial year is mainly from the furnishing fabrics division which is Rs.123.59 Lacs against Rs. 174.60 Lacs during the previous financial year. The Company has earned profit before tax of Rs.26.79 Lacs during the year under review compared to loss of Rs.0.14 Lacs for the year 2008-09. After providing for deferred tax liability of Rs. 126.79 Lacs the loss for the year stood at Rs. 102.00 Lacs compared to profit of Rs.5.71 Lacs during the year 2008-09.

In view of the accumulated losses, the Directors are unable to recommend any Dividend on the Equity Shares of (he Company.

3. FUTURE OUT LOOK:

The Furnishing Fabrics unit of the Company generates profit even by own marketing/ production and jobwork so in future the possibility of increasing margins are better.

4. FINANCE:

Fund arrangements including working capital have been prudently managed and during the current financial year Company did not enjoy any financial assists nee from Financial Institutions and Banks. The Company has not raised any new term loan during the year as well as not given any guarantee for loans taken by others from bank or financial institutions.

5. MANAGEMENT DISCUSSION AND ANALYSIS:

The furnishing fabric sector of the textile industry is a fashion driven segment and with improved life style and increased corporatisation. the market for furnishing fabric like home furnishing, curtains, upholstery, sofa cover, linen etc. is showing increasing trend. The Company has focused on developing its own marketing. The Company has started its own marketing so in future the possibility of increased margins are better.

The windmill unit of the Company supplies free captive power to the furnishing fabric division that is a helpful feature for power cost competitiveness.

6. DIVIDEND:

In view of the large carried forward losses of the Company, your Directors regret their inability to recommend any dividend for this period

7. DIRECTORS:

Shri Satish V. Batavia, Director of the Company, retires by rotation, and being eligible offers himself for re-appointment at the forthcoming Annual General Meeting.

8. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act. 1956, your Directors report as under:

(i) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

(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 31 st March, 2010 and loss of the Company for the year.

(iii) That the Directors have taken proper and sufficient care for Ihe maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for pre venting/detecting frauds and other irregularities.

(iv) That the Directors have prepared the Annual Accounts on a going concern basis.

9. OEMATERIALISTION OF EQUITY SHARES:

The Company has entered into arrangements with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for demat. The IS1N No. of the Equity Shares is INE979D01011. The shareholders have option to dematerialize their shares with either of the Depositories.

10. COST AUDITORS:

The Company has disposed off Spinning Unit during 2005-06 and now the textiles operation are limited to job work and own production or furnishing fabrics only. After taking into account the above facts, the Company vide letter dated 12th May, 2006 have applied to the Central Government for cancellation of requirement for cost audit.

11. CORPORATE GOVERNANCE:

The Report on Corporate Governance preschbed in Clause 49 of the Listing Agreement along with the Certificate of Auditors is attached to this Report.

12. FIXED DEPOSITS:

The Company has not accepted any deposits from the public during the year under review.

13. AUDITORS REPORT

As regards the remark of the Auditors in their report, the Directors state that the same is self explanatory and does not call any further explanations.

14. PARTICULARS OF EMPLOYEE:

None of the employees is drawing remuneration requiring Disclosure information under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees] Rules, 1975.

15. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:

(a) Conservation of Energy:

The Company gives topmost priority to energy conservation and has undertaken continuous measures in this respect. New measures are planned to achieve further reduction in energy consumption. The Company has also commissioned and installed Wind Farm of 225 KW capacity at Dhank for generation of pollution free power.



(b) Power and Fuel Consumption:

Sr. No. Particulars 2009-2010 2008-2009

1, Electricity

-Purchase units (KWH) 317537 311095

-Total Amount (Rs. in Lacs) 16.34 18.78

-Rate/Unit (Rs.) 5.15 6.04

2. OiJ (LDO]/Diesel

-Qty in Litres 400 1200

-Total Amount (Rs. in Lacs) 0.15 0.46

-Rate/Per Litre (Rs.) 36.95 38.16



(c) Technology Absorption:

The project of your Company has no foreign collaboration hence, no particulars are offered for the same.

(d) Foreign Exchange Earning & Outgo

(Rs in Lacs)

Sr. No. Particulars 2009-2010 2008-2009

Total Foreign Exchanges used and Earned

(a) Total Foreign Exchange used - 8.74

(b) Total Foreign Exchange earned 52.23 32.00



16. RESEARCH & DEVELOPMENT:

The Company is continuously working on Research and Development resulting in new innovation leading to cost reduction and better product quality.

17. AUDITORS:

M/s Natvarial Vepari & Co. Chartered Accountants. Surat will retire as Auditors at the ensuing Annual General Meeting and are eligible for re-appointment.

18. CHANGE OF REGISTRAR AND TRANSFER AGENTS:

During the year under review the Registrar and Transfer Agents of the Company have been changed to M/s. Link Intime India Private Limited.

19. ACKNOWLEDGEMENT:

The Directors take this opportunity to express their sincere thanks and are extremely grateful for the continued support received from various authorities. The Directors also express their sincere thanks to the customers, suppliers and employees for their encouraging support and co-operation. The Directors also express their sincere thanks to the shareholders for their continuing confidence in the Company.



For and on behalf of the Board

Place : Ankleshwar Mansukh K. Patel Dinesh K. Patel

Date : 29th May, 2010 Whole time Director Director



 
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