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Directors Report of Trident Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 25th Annual Report and Audited Financial Statements of the Company for the financial year ended on March 31, 2015.

Financial Results

The financial performance of your Company for the year ended on March 31, 2015 is summarised below:

Particulars Current Year Previous Year

a) Total Revenue 37,880.2 38,851.4

b) Total Expenses 34,142.4 34,096.6

c) EBITDA 6,950.9 7,438.8

d) EBITDA Margin (%) 18.3% 19.1%

e) Depreciation 3,213.2 2,684.1

f) EBIT 3,737.8 4,754.7

g) Interest 2,059.6 2,103.2

h) Profit before tax 1,678.1 2,651.5

i) Tax Expenses 499.9 681.2

j) Profit after tax 1,178.2 1,970.3

k) Earnings per share (C) 2.47 6.15

l) Cash Earnings per share (Rs.) 9.19 14.52

m) Dividend 6.0% 3.0%

Corporate Overview

The Company operates in diversified business segments viz. Textiles, Paper and Chemicals. The Company also has captive power plant to cater to needs of its various business segments.

Amalgamation of Trident Corporation Limited with the Company

The Hon''ble High Court for the states of Punjab and Haryana at Chandigarh had approved the Scheme of Amalgamation of Trident Corporation Limited with the Company vide its Order dated March 14, 2014. Accordingly, the Scheme has became effective on April 18, 2014 and Trident Corporation Limited has been amalgamated with the Company w.e.f. April 1, 2014, the Appointed Date and the undertakings of Trident Corporation Limited stands transferred and vested to the Company w.e.f April 1, 2014.

Results of Operations

Financial performance and review

The net sales of the Company during the year under review have been C 37,535.5 million as against C 38,688.6 million in the previous financial year. The Operating Profit (EBIDTA) for the year has been Rs. 6,950.9 million as compared to Rs. 7,438.8 million in the previous financial year and the net profit was C 1,178.2 million as against C 1,970.3 million in the previous financial year.

The Company''s earnings per share was C 2.47 and cash earnings per share was C 9.19 during the current year. An amount of C 305.4 million and C 2,542.8 million was transferred to Capital Reserve and Securities Premium account, respectively, during the year under review.

A detailed discussion on financial and operational performance of the Company is given under "Management Discussion & Analysis Report" forming part of this Annual Report.

Changes in Share Capital

The Board of Directors in their meeting held on May 15, 2014 had allotted 136,352,000 equity shares of Rs.10/- each of the Company at a premium of C 18.61 per share, fully paid-up, in the proportion of 16 equity shares of Rs.10/- each of the Company for every 25 equity shares of Rs.10/- each of the erstwhile Trident Corporation Limited, to the shareholders of Trident Corporation Limited named in the Register of Members as on the record date fixed for the purpose i.e. April 30, 2014.

Further, the Board has allotted 60,000,000 equity shares to holders of convertible warrants pursuant to exercise of conversion option attached to convertible warrants issued on preferential basis on September 30, 2013 pursuant to the approval of shareholders vide their resolution dated September 21, 2013. The Company also allotted 1,202,757 equity shares of Rs.10/- each to employees of the Company pursuant to exercise of options in terms of Trident Employee Stock Options Plan, 2007, resulting increase in the total paid up capital of the Company from C 3,110.9 million to C 5,086.4 million.

Further, the Company has also allotted 206,219 equity shares of Rs.10/- each to employees of the Company pursuant to exercise of options in terms of Trident Employee Stock Options Plan, 2007 on May 27, 2015. Consequent to this allotment, the Paid Up Equity Share Capital of the Company stands increased to C 5,088.4 million.

Dividend

Your directors are pleased to announce that during the year under review, the Company has adopted a Dividend Policy to reward its shareholders whilst also ensuring availability of sufficient funds for growth and expansion projects of the Company.

During the year under review, the Board has declared two Interim Dividends each of C 0.30 (3%) per equity share of Rs.10/- each aggregating to C 0.60 (6%) per equity share of Rs.10/- each amounting to C 340.6 million (Inclusive of tax of C 53.4 million) in its meeting held on August 6, 2014 & February 12, 2015 respectively. The Board has not recommended payment of any final dividend for the financial year 2014-15. The dividend payout for the year under review has been in accordance with the Dividend Policy (Annexure-VIII).

Contribution to the National Exchequer

The Company contributed a sum of Rs.464.5 million (previous year C 406.6 million) to the exchequer by way of central excise duty in addition to other direct and indirect taxes during the year under review.

Exports

The exports of the Company accounted for about 50 percent of net sales. During the year under review, export sales were marginally increased to C 18,668.9 million as against C 18,536.4 million in the previous year.

Expansions/Modernisations

The Company is undertaking the implementation of a composite textile project in the Home Textiles Segment consisting of Bed Linen Unit with a capacity of 500 Looms and an integrated spinning unit of 189,696 spindles to manufacture high end count from 40 to 100 Ne. The above projects are being implemented at an estimated total project cost of C 16,669.0 million and are expected to be completed by second half of FY16. Being an integrated project, the production from the spinning segment would seamlessly flow into the bed linen segment, adding value in the textile chain and making Company a one-stop-shop for home textiles products.

Further, during the year under review the Company has commissioned an open-end yarn spinning project by installation of 1920 rotors, having manufacturing capacity of approximately 10,000 TPA of cotton open end yarn for meeting its yarn requirement for the terry towel unit in Budni. The said projects are being part financed from term loans and internal cash accruals.

Consolidated Financial Statements

The Audited Consolidated Financial Statements prepared by the Company, in accordance with the applicable accounting standards, are provided in the Annual Report of the Company. During the year under review, there was no change in the status of any of the Subsidiary and Associate Companies.

Subsidiary and Associate Companies

As on the last day of financial year under review, the Company had one Indian wholly owned subsidiary "Trident Global Corp Limited". The audited accounts of the Subsidiary Company are available on the official website of the Company at www.tridentindia.com/content/statutory-disclosures.aspx. The annual accounts of the Company and of the Subsidiary Company are open for inspection by any investor at the Registered Office as well as corporate office of the Company and of the Subsidiary Company. The Company will also make available copies of these documents to investors upon receipt of request from them. The investors, if they desire, may write to the Company to obtain a copy of the financial statements of the Subsidiary Company.

The Company has adopted Policy for determining Material Subsidiary and the same is also available on the official website of the Company at the following link: www.tridentindia.com/ content/policies.aspx

Further, Trident Infotech Inc. and Trident Global Inc. are two foreign Associate Companies of the Company. A statement containing salient features of the financial statements of Subsidiary and Associate Companies for the financial year ended on March 31, 2015 is attached as Annexure ''AOC-I'' to the consolidated financial statements of the Company for the reference of the members. The said statement also indicates the performance and financial position of each of the Subsidiary and Associate Companies and the same is not being repeated here for the sake of brevity.

Directors

Pursuant to provisions of Companies Act, 2013 (''Act'') and the Articles of Association of the Company Mr. Rajinder Gupta and Mr. Deepak Nanda, Directors of the Company, retire at the ensuing Annual General Meeting and offer themselves for re-appointment. The Nomination and Remuneration Committee and Board of Directors have recommended their re-appointments for the approval of the shareholders of the Company.

During the year under review, Mr. S K Tuteja was appointed as an Additional Director & Chairman of the Board and his appointment was approved by the shareholders in the Annual General Meeting held on September 24, 2014. Further Dr. M A Zahir ceased to be a director of the Company and Mr. Rajinder Gupta was re-designated as Co-Chairman of the Company w.e.f. May 15, 2014.

The appointment of Mr. S K Tuteja, Ms. Pallavi Shroff and Mr. Rajiv Dewan as Independent Directors of the Company for a period of five years was approved by the members in the Annual General Meeting held on September 24, 2014.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act and Listing Agreement(s).

Number of Board Meetings

During the year under review, the Board duly met six (6) times with a maximum gap of 89 days between any two consecutive meetings. The details of the Board meeting are set out in the Corporate Governance Report which forms part of this Report.

Review of performance of the Board

The Board has approved Nomination and Remuneration Policy prescribing inter-alia the criteria for appointment, remuneration and performance evaluation of the directors. As mandated by Section 134 and Section 178 read with Schedule IV of the Act, and Clause 49 of the Listing Agreement(s) entered into by the Company with the Stock Exchanges, the Independent Directors in their separate meeting held on February 12, 2015 have reviewed the performance of non-independent directors, Chairman and Board as a whole alongwith review of quality, quantity and timeliness of flow of information between Board and management and expressed their satisfaction over the same.

Further the Board, in its meeting held on May 27, 2015 also reviewed the performance of the Board, its committees and all Individual Directors of the Company and expressed its satisfaction over the performance of the Board, its Committees and individual Directors.

Key Managerial Personnel

The appointment of Mr. Deepak Nanda, Managing Director as Key Managerial Personnel in terms of Companies Act, 2013 was reconfirmed by the Board in its meeting held on May 15, 2014. Further during the year under review, Mr. Pawan Jain, Company Secretary and Mr. Arun Goyal, Chief Financial Officer relinquished their offices and were succeeded to by Ms. Shakti Jindal and Mr. Gunjan Shroff respectively. Ms. Shakti Jindal who joined as Company Secretary of the Company, ceased to hold office of Company Secretary and was succeeded to by Mr. Pawan Babbar as Company Secretary of the Company.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Energy conservation continues to be an area of major emphasis in your Company. A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with Section 134(3)(m) of the Act, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed as Annexure I hereto and forms part of this report.

Disclosure on ESOP

The relevant disclosures on Company''s stock options scheme as per applicable guidelines are provided in Annexure II hereto and form part of this report.

The Certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the applicable SEBI Guidelines and the resolution passed by the shareholders would be placed at the Annual General Meeting for inspection by members.

The Board in its meeting held on May 27, 2015 has also approved and recommend the Trident Employee Stock Options Scheme, 2015, through trust route, for the approval of Shareholders of the Company.

Responsibility Statement of Directors

Directors'' Responsibility Statement pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act is annexed as Annexure III hereto and forms part of this report.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company containing criteria of performance evaluation of Independent Directors has been designed to keep pace with the dynamic business environment and market linked positioning. The Policy has been duly approved and adopted by the Board pursuant to recommendations of Nomination and Remuneration Committee of the Company and forms part of this report as Annexure IV.

Familiarisation Program for Independent Directors

The details of familiarisation program for independent directors are available on the official website of the Company at the following link: www.tridentindia.com/content/policies.aspx

Statutory Committees

The Company has duly constituted Board level Committees as mandated by the applicable laws, details of the same are provided in the Corporate Governance Report of the Company which forms part of this report.

Audit Committee

The Audit Committee of the Board is duly constituted in terms of the requirement of Companies Act, 2013 and listing agreement(s) applicable on the Company. It comprises of Mr. S K Tuteja (Chairman of the Committee), Mr. Rajiv Dewan and Mr. Deepak Nanda, members of the Committee.

Vigil Mechanism & Whistle Blower policy

The Company has implemented Vigil Mechanism & Whistle Blower policy and the oversight of the same is with Audit committee of the Company. The policy inter-alia provides that any Directors, Employees, Stakeholders who observe any unethical behaviour, actual or suspected fraud or violation of the company''s code of conduct or ethics policies, improper practices or alleged wrongful conduct in the Company may report the same to Chairman of the Audit Committee or e-mail on the email-id: whistleblower@tridentindia.com. Identity of the Whistle Blower shall be kept confidential to the greatest extent possible.

The detailed procedure is provided in the policy and the same is available on official website of the company at following link:

www.tridentindia.com/content/policies.aspx

During the year under review, there were no instances of fraud reported to the Audit Committee/ Board. Further, all recommendations of the Audit Committee were accepted by the Board.

Corporate Social Responsibility (CSR) Committee

CSR Committee comprises of Mr. Rajiv Dewan, (Chairman of the Committee), Mr. S K Tuteja and Mr. Deepak Nanda, members of the Committee. The disclosure of the contents of CSR Policy as prescribed and amount spent on CSR activities during the year under review are disclosed in ''Annual Report on CSR activities'' annexed hereto as Annexure V and forms part of this report.

Risk Management Policy

The Company has adopted a Risk Management Policy with the objective of ensuring sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. The detailed Risk management framework has been provided in the Management Discussion & Analysis Report of the Company.

Internal Control

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. The details of Internal Control System are provided in the Management Discussion & Analysis Report of the Company.

Fixed Deposits

During the year under review, your Company has not accepted any fixed deposits nor any amount was outstanding as principal or interest as on balance sheet date and disclosures prescribed in this regard under Companies (Accounts) Rules, 2014 are not applicable.

No Default

The Company has not defaulted in payment of interest and/or repayment of loans to any of the financial institutions and/or banks during the year under review.

Corporate Governance

Your Company is committed to adhere to the best practices & highest standards of Corporate Governance. It is always ensured that the practices being followed by the Company are in alignment with its philosophy towards corporate governance. The well-defined vision and values of the Company drive it towards meeting business objectives while ensuring ethical conduct with all stakeholders and in all systems and processes.

Your Company proactively works towards strengthening relationship with constituents of system through corporate fairness, transparency and accountability. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment and compliance with law in letter & spirit. Your Company proactively revisits its governance principles and practices as to meet the business and regulatory needs.

Detailed compliances with the provisions of Clause 49 of the listing agreement(s) for the year 2014-15 are given in Corporate Governance Report, which is attached and forms part of this report. The Auditors'' certificate on compliance with corporate governance norms is also attached thereto.

Human Resource Development and Industrial Relations

The human resources development function of the Company is guided by a strong set of values and policies. Your Company strives to provide the best work environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment. The details of initiatives taken by the Company for development of human resources are given in Management Discussion & Analysis Report.

The Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under review. Further, no case was filed under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 during the year under review.

Auditors & Auditors'' Report

M/s Deloitte Haskins & Sells, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from M/s Deloitte Haskins & Sells, Chartered Accountants, under Section 139 of the Act confirming their eligibility and willingness to accept the office of the Statutory Auditors for the year 2015-16, if re-appointed.

The Statutory Auditors of the Company have submitted Auditors'' Report on the financial statements of the Company for the financial year ended on March 31, 2015. The Auditors'' Report for the year is self explanatory & does not contain any qualification/adverse remarks, hence need no comments.

Cost Audit

The Board of Directors of your Company, on the recommendations of the Audit Committee, have re-appointed M/s Ramanath Iyer & Co., Cost Accountants, New Delhi as cost auditors for the financial year 2015-16 to carry out an audit of cost records of the Company in respect of textiles, paper and chemical divisions. The Cost Auditors'' Report for the previous financial year ended on March 31, 2014, does not contain any qualification/adverse remarks and requires no comments, has been filed with Central Government within the prescribed time limit. The Company has voluntarily appointed M/s Ramanath Iyer & Co., Cost Accountants, New Delhi as cost auditors for the financial year 2014-15 to carry out an audit of cost records of the Company as the same was not applicable on the Company in terms of the Companies (Cost Records and Audit) Rules, 2014, as applicable.

Secretarial Audit

M/s Vinod Kothari & Co., Company Secretaries, Kolkata have conducted the Secretarial Audit of the Company for the financial year 2014-15 in accordance with the provisions of Section 204 of the Act and relevant rules read therewith. The Secretarial Auditor''s Report is annexed as Annexure VI and forms part of this report. The Secretarial Auditor''s Report for the year is self explanatory & does not contain any qualification/adverse remarks, hence need no comments.

Extract of Annual Return

The extract of annual return in Form No. MGT-9, is annexed as Annexure VII and forms part of this report.

Particulars of loans, guarantees or investments

During the year under review, your Company has not provided loans within the meaning of Section 186 of the Act. The Particulars of investments and guarantees are provided in the notes to financial statements.

Disclosures regarding Managerial remuneration and particulars of employees

Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding this information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the Company''s website at www.tridentindia.com/content/annual-reports.aspx.

Contracts or arrangements with related parties

All contracts/arrangements/transactions entered by the Company during the year under review with related parties were in the ordinary course of business and on an arm''s length basis. During the period under review, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the Policy on Materiality of and Dealing with Related Party Transactions. The related party disclosures are provided in notes to financial statements. Hence discloures in Form No. AOC-2 is not applicable.

The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is available on the official website of the Company at the following link: www.tridentindia.com/content/policies.aspx

General

Your Directors state that no disclosure or reporting is required with respect to the following items as there were no transactions on these items during the year under review:

1. Disclosure in respect of voting rights not exercised directly by the employees in respect of shares to which the ESOP scheme relates, as there is no provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees.

2. Material changes and commitments after the closure of the financial year till the date of this Report, which affects the financial position of the Company.

3. Change in the nature of business of the Company.

4. Details relating to deposits covered under Chapter V of the Act.

5. Issue of equity shares with differential rights as to dividend, voting or otherwise.

6. Any remuneration or commission received by Managing Director of the Company, from any of its Subsidiary.

7. Significant or material orders passed by the Regulators or Courts or Tribunals which impacts the going concern status and Company''s operations in future.

Acknowledgments

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors acknowledge with sincere gratitude the co- operation and assistance extended by the Central Government, Government of Punjab, Government of Madhya Pradesh, Financial Institution(s), Bank(s), Customers, Dealers, Vendors and society at large.

Your Directors also wish to convey their appreciation for collective contribution & hard work of employees across all levels. The Board, also, takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders and their confidence in management and look forward to their continued support in future too.

For and on behalf of the Board

S K TUTEJA DEEPAK NANDA Place : Chandigarh Chairman Managing Director Date : May 27, 2015 DIN: 00594076 DIN: 00403335


Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the 24th Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2014.

Financial Results

The financial performance of your Company for the year ended March 31, 2014 is summarised below: (Rs. million) Particulars Current Year Previous Year

a) Net sales 38,688.6 33,352.6

b) PBIDTA 7,438.9 5,778.1

c) Less : Finance Cost 2,103.3 2,352.8

d) PBDTA 5,335.6 3,425.3

e) Less : Depreciation & amortisation 2,684.1 2,614.4

f) Profit before tax 2,651.5 810.9

g) Less : Provision for tax 681.2 317.6

h) Net profit after tax 1,970.3 493.3

i) Add: Profit brought forward 2,520.3 2,027.0

j) Balance available for appropriations 4,490.6 2,520.3

Less : Appropriations:

k) Proposed dividend 134.2 -

I) Tax on proposed dividend 22.8 -

m) Balance carried to balance sheet 4,333.6 2,520.3

n) Earnings per share (Rs.) 6.33 1.60

Corporate Overview

The Company operates in diversified business segments viz. yarn, terry towel, paper and chemicals. The Company also has captive power plant to cater to needs of its various business segments.

Amalgamation of Trident Corporation Limited with the Company

During the year under review, the Hon''ble High Court for the states of Punjab and Haryana at Chandigarh approved the Scheme of Amalgamation of Trident Corporation Limited with the Company vide its Order dated March 14, 2014. Accordingly, the Scheme has been implemented and Trident Corporation Limited has been amalgamated with the Company w.e.f. April 1,2014, the Appointed Date.

Results of Operations

Financial performance and review

The net sales of the Company for the year under review increased to Rs.38,688.6 million as compared to Rs.33,352.6 million in the previous financial year, registering a growth of approximately 1 6 percent. The Operating Profit (EBIDTA) for the year has been Rs.7,438.9 million as compared to Rs.5,778.1 million in the previous financial year, an increase of about 29 percent. The Company has earned a net profit of Rs.1,970.3 million as against net profit of Rs.493.3 million in the previous financial year, registering an increase of about 300 percent.

The Company''s earnings per share was Rs.6.33 and cash earnings per share was Rs.14.52 during the current year.

A detailed discussion on financial and operational performance of the Company is given under "Management Discussion & Analysis Report" forming part of this Annual Report.

Changes in Share Capital

Total paid up capital of your Company has increased from Rs.3,108.4 million to Rs.3,110.9 million during the year under review, pursuant to allotment of 249,600 equity shares of Rs.10/- each under the Employee Stock Option Scheme of the Company.

Further, the Board of Directors in its meeting held on May 15, 2014 has allotted 136,352,000 equity shares of Rs.10/- each of the Company at a premium of Rs.18.61 per share, fully paid- up, in the proportion of 16 equity shares of Rs.10/- each of the Company for every 25 equity shares of Rs.10/- each of the erstwhile Trident Corporation Limited, to the shareholders of Trident Corporation Limited named in the Register of Members as on the record date fixed for the purpose i.e. April 30, 2014. Thereafter, the total paid-up capital of the Company has increased from Rs.3,110.9 million to Rs.4,474.39 million.

Further, the Board, pursuant to the approval of the shareholders vide their resolution dated September 21, 2013, has issued 60,000,000 warrants on September 30, 2013, carrying an option to the holder of the warrants to subscribe to one equity share of Rs.10/- each at par for every warrant held, within 18 months from the date of allotment of the said warrants.

Dividend

The Directors of your Company are pleased to recommend a dividend of Rs.0.30 per equity share.

The register of members and share transfer books shall remain closed from Saturday, September 13, 2014 to Wednesday, September 24, 2014, both days inclusive, for the purposes of the Annual General Meeting and payment of dividend.

Contribution to the National Exchequer

The Company contributed a sum of Rs.406.6 million (previous year Rs.373.9 million) to the exchequer by way of central excise duty in addition to other direct and indirect taxes during the year under review.

Exports

The exports of the Company accounted for about 48 percent of net sales. During the year under review, export sales increased by about 15 percent from Rs.16,081.7 million in the previous year to Rs.18,536.4 million in the current year.

Expansions/Modernisations

The Company is undertaking the implementation of a composite textile project in the Home Textiles Segment consisting of Bed Sheeting Unit with a capacity of 500 Looms and integrated spinning unit of 176,064 spindles to manufacture high end count from 40 to 80 Ne. The above projects are being implemented at an estimated total project cost of Rs.1 6,669.0 million and are expected to be completed by September, 2015 Being an integrated project, the production from the spinning segment would seamlessly flow into the sheeting segment, adding value in the textile chain and making Company a one- stop-shop for home textiles.

Further, the world''s largest integrated terry towel unit located at Budni in Madhya Pradesh, as vested in the Company from the erstwhile Trident Corporation Limited in terms of the above referred Scheme of Amalgamation, was commissioned during the year under review. The project with an installed capacity of 300 looms has been implemented within the sanctioned capital outlay of Rs.11,910 million.

Other projects being undertaken by the Company at Budni in Madhya Pradesh include an open-end yarn project by installation of 1,920 rotors at a capital outlay of Rs.600 million, which is scheduled for completion in July, 2014. The Company is also setting-up Captive Power Project of 60 MW entailing a capex of Rs.3,930 million. The expected date of the completion of the said power project is March, 201 5. The said projects are being part financed from term loans, Promoters'' contribution and internal cash accruals.

Subsidiaries

As on the last day of financial year under review, Company had one Indian wholly owned subsidiary "Trident Global Corp Limited". The Annual accounts of the subsidiary company along with the reports of the Directors'' and Auditors'' thereon and all related detailed information are open for inspection by any investor at the corporate office of the Company and of the subsidiary company. The Company will make available these documents to investors upon receipt of request from them. The investors, if they desire, may write to the Company to obtain a copy of the financials of the subsidiary company.

A statement giving information on the financials of subsidiaries for the year ended March 31, 2014 and the consolidated financial statements prepared by the Company in accordance with the accounting standards are given in the Annual Report for the reference of the members.

Directors

Pursuant to provisions of Articles of Association of the Company and of the Companies Act, 2013, Mr. Rajinder Gupta, Mr. Deepak Nanda, Mr. Rajiv Dewan and Ms. Pallavi Shroff retire at the ensuing Annual General Meeting. Further, all the retiring directors offer themselves for reappointment.

Mr Rajinder Gupta and Mr. Deepak Nanda are proposed to be re-appointed as directors liable to retire by rotation. Mr. Rajiv Dewan and Ms. Pallavi Shroff are proposed to be appointed as Independent Directors on the Board of the Company for a period of 5 (five) years, from the conclusion of the ensuing annual general meeting till the conclusion of 29th annual general meeting.

Mr Surender Kumar Tuteja was appointed as an Additional Director by the Board w.e.f. May 1 5, 2014. In terms of Section 161 of Companies Act, 2013, Mr. Surender Kumar Tuteja holds office as an Additional Director till the ensuing Annual General Meeting and is eligible for appointment as a director. He is proposed to be appointed as an Independent Director for a period of 5 (five) years, from the conclusion of the ensuing annual general meeting till the conclusion of 29th annual general meeting. Further, the Board of Directors appointed Mr. Surender Kumar Tuteja as the Chairman of the Board and re-designated Mr. Rajinder Gupta as Co-Chairman of the Board w.e.f. May 1 5, 2014.

Further, during the year under review, Mr. Deepak Nanda, who was a whole-time director upto November 11, 2013, was appointed as Managing Director of the Company for a period of 3 (three) years w.e.f. November 12, 2013.

Mr Sanjay Jain and Mr. Vikas Pratap ceased to be the directors of the Company w.e.f. September 21, 2013 and Dr. M A Zahir ceased to be a director of the Company w.e.f. May 15, 2014. The Board places on record its appreciation for the services rendered by Mr. Sanjay Jain, Mr. Vikas Pratap and Dr. M A Zahir during their respective tenure as directors of the Company.

Corporate Advisory Board

Mr Rajinder Gupta has been nominated as the Chairman of the Corporate Advisory Board and to act as the representative of the shareholders of the Company to take strategic decisions, to enhance shareholders'' value and to empower the Chief Operating Officers and Key Managerial Personnel with substantial powers of management of the affairs of the Company.

Fixed Deposits

During the year under review, your Company has not accepted any fixed deposits and no amount of principal or interest was outstanding as of balance sheet date.

No Default

The Company has not defaulted in payment of interest and/or repayment of loans to any of the financial institutions and/or banks during the year under review.

Corporate Governance

Your Company is committed to adhere to the best practices & highest standards of Corporate Governance. It is always ensured that the practices being followed by the Company are in alignment with its philosophy towards corporate governance. The well-defined vision and values of the Company drive it towards meeting business objectives while ensuring ethical conduct with all stakeholders and in all systems and processes.

Your Company proactively works towards strengthening relationship with constituents of system through corporate fairness, transparency and accountability. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment and compliance with law in letter & spirit. Your Company proactively revisits its governance principles and practices as to meet the business and regulatory needs.

Detailed compliances with the provisions of Clause 49 of the Listing Agreement for the year 2013-14 are given in Corporate Governance Report, which is attached and forms part of this report. The Auditors'' certificate on compliance with corporate governance norms is also attached thereto.

Human Resource Development and Industrial Relations

The human resources development function of the Company is guided by a strong set of values and policies. Your Company strives to provide the best work environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment. The details of initiatives taken by the Company for development of human resources are given in Management Discussion & Analysis Report.

The Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under review.

Auditors & Auditors'' Report

M/s Deloitte, Haskins & Sells, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from M/s Deloitte, Haskins & Sells, Chartered Accountants, under Section 139 of the Companies Act, 2013 confirming their eligibility and willingness to accept the office of the Statutory Auditors for the year 2014-15, if re-appointed.

The Statutory Auditors of the Company have submitted Auditors'' Report on the accounts of the Company for the accounting year ended March 31, 2014. The Auditors'' Report for the year is self explanatory & does not contain any qualification/adverse remarks, hence need no comments.

Cost Audit

The Board of Directors of your Company have re-appointed M/s Ramanath Iyer & Co., Cost Accountants, New Delhi as cost auditors for the financial year 2014-1 5 to carry out an audit of cost records of the Company in respect of textiles, paper and chemical divisions. The Cost Auditors'' Report for the previous financial year ended March 31, 2013 has been filed with Central Government within the prescribed time limit. The Cost Audit Report for the financial year ended March 31, 2014 shall be filed with Central Government within the prescribed time.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Energy conservation continues to be an area of major emphasis in your Company. A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed as Annexure I hereto and forms part of this report.

Disclosure on ESOP

The Company introduced the Trident Employees Stock Options Plan, 2007 in accordance with the Securities and Exchange Board of India (Employee Stock Options Scheme & Employee Stock Purchase Scheme) Guidelines, 1999. The relevant disclosure on Company''s stock options scheme as per these guidelines has been provided in Annexure II hereto and forms part of this report.

The Certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the shareholders would be placed at the Annual General Meeting for inspection by members.

Particulars of the Employees

Pursuant to the provisions of Section 217(2A) of the Companies Act, 1956, the statement of particulars of the employees etc. forms part of this report. However, as per the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Annual Report excluding the above-said information is being sent to all the members and other entitled persons. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Responsibility Statement of Directors

A Directors'' Responsibility Statement, setting out the requirements pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 is annexed as Annexure III hereto and forms part of this report.

Acknowledgements

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors acknowledge with sincere gratitude the cooperation and assistance extended by the Central Government, Government of Punjab, Government of Madhya Pradesh, Financial Institution(s), Bank(s), Customers, Dealers, Vendors and society at large.

Your Directors also wish to convey their appreciation for collective contribution & hard work of employees across all levels. The Board, also, takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders and their confidence in management and look forward to their continued support in future too.

For and on behalf of the Board

S K Tuteja Deepak Nanda Place: Ludhiana Chairman Managing Director Date : May 15, 2014 DIN: 00594076 DIN: 00403335


Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the 23rd Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2013

FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31, 2013 is summarised below:

[Rs.million]

Particulars Current Year Previous Year

a) Net sales 33,352.6 27,322.8

b) PBIDT 5,778.1 3,202.4

c) Less : Interest 2,352.8 1,717.8

d) PBDT 3,425.3 1,484.6

e) Less : Depreciation 2,614.4 2,075.3

f) Profit/(Loss) before Tax 810.9 (590.7)

g) Less : Provision for Tax 317.6 (153.3)

h) Net profit /(Loss) after Tax 493.3 (437.4)

Earnings / (Loss) per 1.60 (1.59) share (Rs.)

CORPORATE OVERVIEW

The Company operates in diversified business segments viz. Yarn, Terry Towel, Paper and Chemicals. The Company also has captive power plant to cater to needs of its various business segments

RESULTS OF OPERATIONS Financial performance and review

The net sales of the Company for the year under review increased to Rs.33,352.6 million as compared to Rs.27,322.8 million in the previous financial year, registering a growth of approximately 22 percent. The Operating Profit (EBIDTA) for the year has been Rs.5,778.1 million as compared to Rs.3,202.4 million in the previous financial year, increased by about 80 percent. The Company has earned a net profit of 493.3 million as against net loss of 437.4 million in the previous financial year.

Total paid up capital of your Company has increased from Rs.3,058.4 million to Rs.3,108.4 million during the year under review, due to allotment of 5,000,000 equity shares pursuant to conversion of warrants issued on preferential basis

Adetailed discussion on financial and operational performance of the Company is given under "Management Discussion & Analysis Report" forming part of this Annual Report

DIVIDEND

Keeping in view the consolidation, modernisation and other future investment possibilities in order to meet competition your Directors have decided not to recommend any dividend for the year under review

CONTRIBUTION TO THE NATIONAL EXCHEQUER

The Company contributed a sum of Rs.373.9 million to the exchequer by way of central excise duty in addition to other direct and indirect taxes during the year under review

EXPORTS

Export sales accounted for 48 percent of net sales. During the year under review, export sales increased by 12 percent from

Rs.14,413.8 million in the previous year to Rs.16,081.7 million in the current year

EXPANSIONS / MODERNISATION

During the year under review the implementation of second phase of yarn spinning expansion project involving setting up of 134,448 spindles and 2,040 rotors is deferred due to changing global economics and the strategic need to consolidate for future growth. Directors of the Company take pleasure in informing you that the implementation of two spinning expansion project envisaging expansion of spinning capacity at Budni by installing 101,184 additional spindles and other balancing equipment to manufacture approximately 7,413 TPA of additional cotton yarn of higher count and value added varieties & by installing 74,880 additional spindles and other balancing equipment to manufacture approximately 31,389 TPA of additional cotton yarn are planned. Post expansion, the installed capacity of the Company would increase from 365,904 spindles to 541,968 spindles

Further the company has also planned to set up a bed sheeting unit in Budni, Madya Pradesh with a loom capacity of 500 looms. The unit will manufacture and export certain varieties of sheeting products. The above projects will entail a capital outlay of Rs.16,668.0 million

SUBSIDIARIES

As on the last day of financial year under review, Company had one Indian wholly owned subsidiary "Trident Global Corp Limited". The Annual accounts of the subsidiary company alongwith the reports of the Directors'' and Auditors'' thereon and all related detailed information are open for inspection by any investor including investor of subsidiary company at the registered office of the Company and of the subsidiary company. The Company will make available these documents to investors including investors of subsidiary company upon receipt of request from them. The investors, if they desire may write to the Company to obtain a copy of the financials of the subsidiary company

A statement giving information on the financials of subsidiaries for the year ended March 31, 2013 and the consolidated financial statements prepared by the Company in accordance with Accounting Standard are given in the Annual Report for the reference of the members

DIRECTORS

In accordance with the provisions of Articles of Association of the Company, all the directors, for the time being, except the Wholetime Director, shall retire annually and accordingly Mr. Rajinder Gupta, Ms Pallavi Shroff, Mr. Rajiv Dewan and Dr. M A Zahir, Directors are retiring at the ensuing Annual General Meeting. All retiring directors offer themselves for re-appointment. Your Directors recommend the aforesaid appointments for your approval

During the year Ms. Kavita Singh ceased to be Director w.e.f. September 24, 2012. Mr. Sanjay Jain was appointed as Director of the Company in the Annual General Meeting held on September 24, 2012. Mr. Sanjay Jain is retiring at the ensuing Annual General Meeting and do not seek re- appointment. Mr. Vikas Pratap was appointed as Additional Director of the Company w.e.f. October 25, 2012 and holds office upto the date of ensuing Annual General Meeting. Further Mr. Abhishek Gupta, ceased to be Director and Managing Director of the Company w.e.f. October 25, 2012 The Board places on record its appreciation of the services rendered by Ms. Kavita Singh, Mr. Abhishek Gupta, Mr. Sanjay Jain and Mr. Vikas Pratap during their respective tenures

Mr. Rajinder Gupta was re-designated as a Director in non executive capacity w.e.f. October 25, 2012 and has been appointed as Non executive Chairman of the Board w.e.f. May 15, 2013

CORPORATE ADVISORY BOARD

During the year under review a Corporate Advisory Board was constituted with Mr. Abhishek Gupta as its Chairman to act as a representative of shareholders of the Company to take strategic decisions, to enhance shareholders'' value and to empower the Chief Operating Officers/Key Managerial Personnel with substantial powers of management of the affairs of the Company. All business verticals & key functions are now headed by respective Chief Operating Officers and Key Managerial personnel

FIXED DEPOSITS

During the year under review, your Company has not accepted any fixed deposits and no amount of principal or interest was outstanding as of balance sheet date

NO DEFAULT

The Company has not defaulted in payment of interest and/or repayment of loans to any of the financial institutions and/or banks during the year under review

CORPORATE GOVERNANCE

Your Company is committed to adhere to the best practices & highest standards of Corporate Governance. It is always ensured that the practices being followed by the Company are in alignment with its philosophy towards corporate governance. The well-defined vision and values of the Company drive it towards meeting business objectives while ensuring ethical conduct with all stakeholders and in all systems and processes

Your Company proactively works towards strengthening relationship with constituents of system through corporate fairness, transparency and accountability. In your Company prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment and compliance with law in letter & spirit. Your Company proactively revisits its governance principles and practices as to meet the business and regulatory needs

Detailed compliances with the provisions of Clause 49 of the Listing Agreement for the year 2012-13 are given in Corporate Governance Report, which is attached and forms part of this report. The Auditors'' certificate on compliance with corporate governance norms is also attached thereto

HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS

The human resources development function of the Company is guided by a strong set of values and policies. Your Company strives to provide the best work environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment. The details of initiatives taken by the Company for development of human resources are given in Management Discussion & Analysis Report

The Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under review

RECOGNITIONS & AWARDS

During the year under review, your Company has been conferred with following awards and recognitions:

- Special Commendation" for the Golden Peacock Environment Management Award - 2012

- CITI-Birla Award for Human Resource Management in Textile Mills during 2011-12

- 2nd Position in CONCOR EXIM Star Award in the category of "Exporter-Northern Region" by Container Corporation of ndia Ltd

- Texprocil - Silver Trophy for Best Terry Towel Exporter in Made-ups Category and the Bronze Trophy for Best Global Exporter (Overall)

- Company has been recognized as "Principal Partner - Bath" for the year 2012-13 by Sears Holdings Corporation

AUDITORS & AUDITORS'' REPORT

M/s Deloitte, Haskins & Sells, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting and are eligible for re- appointment. The Company has received a certificate from M/s Deloitte, Haskins & Sells, Chartered Accountants, under Section 224(1) of the Companies Act, 1956 confirming their eligibility and willingness to accept the office of the Statutory Auditors for the year 2013-14, if re-appointed. They have also furnished Certificate of their Independence and copy of certificate issued by the Peer Review Board of the ICAI.

The Statutory Auditors of the Company have submitted Auditors'' Report on the accounts of the Company for the accounting year ended March 31, 2013. The Auditors'' Report for the year is self explanatory & do not contain any qualification/adverse remarks, hence need no comments. The observation in the Auditor''s Report for the year ended March 31, 2012 regarding non accounting of restatement loss on forward contracts and mark to market loss on open put derivative options stands resolved since the loss on forward contracts and derivative options has been accounted for at the time of settlement during the year under review

COST AUDIT

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and subject to the approval of the Central Government, the Board of Directors of your Company has re- appointed M/s Ramanath Iyer & Co., Cost Accountants, New Delhi as Cost Auditor for the financial year 2013-14 to carry out an audit of cost accounts of the Company in respect of textile, paper and chemical divisions. The Cost Audit Report for the previous financial year ended March 31, 2012 has been filed with Central Government within the prescribed time limit

The Cost Audit Report in respect of cost accounts for the financial year ended March 31, 2013 is required to be filed with the Central Government within 180 days from the close of financial year. The Cost Audit Report for the financial year ended March 31, 2013 is under finalization and shall be filed with the Central Government within the prescribed time limit

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement giving details of conservation of energy technology absorption, foreign exchange earnings and outgo, in accordance with Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given as Annexure I hereto and forms part of this report

DISCLOSURE ON ESOP

The Company''s Employee Stock Options Plan, 2007 has been constituted in accordance with the Securities and

Exchange Board of India (Employee Stock Options Scheme & Employee Stock Purchase Scheme) Guidelines, 1999. The relevant disclosure on Company''s stock options scheme as per these guidelines has been provided in Annexure II hereto and forms part of this report

The Certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the shareholders would be placed at the Annual General Meeting for inspection by members

PARTICULARS OF THE EMPLOYEES

As per the provisions of Section 217(2A) of the Companies Act, 1956, the statement of particulars of the employees etc forms part of this report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the abovesaid information is being sent to all the members and other entitled persons. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company

RESPONSIBILITY STATEMENT OF DIRECTORS

A Directors'' Responsibility Statement, setting out the requirements pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 is annexed as Annexure III hereto and forms part of this report

ACKNOWLEDGEMENTS

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Central Government, Government of Punjab, Government of Madhya Pradesh, Financial Institution(s), Bank(s), Customers, Dealers, Vendors and society at large

Your Directors also wish to convey their appreciation for collective contribution & hard work of employees across all level. The Board, also, takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders and their confidence in management and look forward to their continued support in future too For and on behalf of the Board

Place : Ludhiana Rajinder Gupta Deepak Nanda

Date : May 15, 2013 Chairman Wholetime Director


Mar 31, 2012

The Directors are pleased to present the 22nd Annual Report and Audited Accounts of Trident Limited for the financial year ended March 31, 2012.

Financial Results

The financial performance of your Company for the year ended March 31, 2012 is summarized below:

[Rs. million]

Particulars Current Year Previous Year

a) Net sales 27,322.8 25,206.5

b) PBIDT 3,202.4 4,140.2

c) Less : Finance costs 1,717.8 1,289.0

d) PBDT 1,484.6 2,851.2

e) Less : Depreciation 2,075.3 1,946.8

f) Profit/(Loss) before Tax (590.7) 904.4

g) Less : Provision for Tax (153.3) 233.6

h) Net profit / (loss) after Tax (437.4) 670.8

i) Earnings / (Loss) per share (Rs.) (1.59) 3.02

Corporate Overview

The Company operates in diversified business segments viz. Yarn, Terry Towel, Paper and Chemicals. The Company also has captive power plant to cater to needs of its various business segments.

Amalgamation of Trident InfoTech Limited & Trident Agritech Limited with the Company

During the year under review, the Hon'ble Punjab and Haryana High Court at Chandigarh has approved the Scheme of Arrangement for Amalgamation of Trident InfoTech Limited & Trident Agritech Limited with the Company vide its order dated September 29, 2011. Accordingly, the Scheme has become effective on November 21, 2011 and Trident InfoTech Limited & Trident Agritech Limited have been amalgamated into the Company w.e.f. April 1, 2011, the appointed date.

Results of Operations Financial Performance and review

The net sales of the Company for the year under review increased to Rs. 27,322.8 million as compared to Rs. 25,206.5 million in the previous financial year, registering a growth of approximately 8 percent. The Operating Profit (EBIDTA) for the year has been Rs. 3,202.4 million as compared to Rs. 4,140.2 million in the previous financial year, declined by about 23 percent due to unfavorable fluctuations in the raw material costs. The Company has incurred a net loss of Rs. 437.4 million during the year under review due to volatility in foreign exchange rates, higher amount of depreciation and interest attributable to expansion projects of the Company.

Total paid up capital of your Company has increased from Rs. 2,223.0 million to Rs. 3,058.4 million during the year under review, due to allotment of 32,174 equity shares under ESOP, 53,503,427 equity shares pursuant to amalgamation of Trident InfoTech Limited & Trident Agritech Limited with the Company & allotment of 30,000,000 equity shares pursuant to conversion of warrants issued on preferential basis.

A detailed discussion on financial and operational performance of the Company is given under "Management Discussion & Analysis Report" forming part of this Annual Report.

Dividend

Keeping in view the loss incurred during the year, ongoing expansion, modernization and other future investment possibilities in order to meet competition, your Directors have decided not to recommend any dividend for the year under review.

Contribution to the national exchequer

The Company contributed a sum of Rs. 293.9 million to the exchequer by way of central excise duty in addition to other direct and indirect taxes during the year under review.

Exports

Export sales accounted for 53 percent of net sales. During the year under review, export sales increased by 19 percent from Rs. 12,095.0 million in the previous year to Rs. 14,413.8 million in the current year.

Expansions / Modernization

Directors of the Company take pleasure in informing you that during the year, Company has completed first phase of yarn expansion project at a total Capital outlay of Rs. 11,170 millions. The commercial production under first phase of yarn expansion project has started on 65,280 spindles at Sanghera facility in Punjab w.e.f. February 6, 2012 and on 76,176 spindles at Budni facility in Madhya Pradesh w.e.f. March 24, 2012. The Company has also completed its Open End yarn spinning expansion project by installing 1,664 rotors at its Sanghera facility in Punjab and modernization of existing yarn facilities at a capital outlay of Rs. 733.5 millions. The Commercial production on these facilities has also started w.e.f. March 24, 2012.

With these expansion, the production capacity of yarn division has increased to 365,904 spindles and 3,584 rotors.

Under second phase of the yarn expansion project, Company envisage setting up of 134,448 spindles and 2,040 rotors including other balancing equipments and the commercial production on these facilities is expected to commence by third quarter of 2013.

Subsidiaries

The Company did not have any subsidiary company during the year under review.

Directors

In accordance with the provisions of Articles of Association of the Company, all the Directors, for the time being, except the Managing Director & Whole time Director, shall retire annually and accordingly, Mr. Rajinder Gupta, Ms. Pallavi Shroff, Mr. Rajiv Dewan, Dr. M A Zahir and Ms. Kavita Singh, Directors are retiring at the ensuing Annual General Meeting. All retiring Directors except Ms. Kavita Singh, offer themselves for re-appointment. The Board has recommended appointment of Mr. Sanjay Jain as a Director of the Company in place of Ms. Kavita Singh, who does not seek re-appointment. Your Directors recommend the aforesaid appointments for your approval.

Mr. Anurag Agarwal, ceased to be Director of the Company w.e.f. May 16, 2011. Ms. Kavita Singh was appointed as Additional Director w.e.f. August 3, 2011 & as Director w.e.f. September 30, 2011.

Mr. Raman Kumar resigned as Director and Whole time Director of the Company w.e.f. November 12, 2011. Mr. Deepak Nanda was appointed as Additional Director & Whole time Director of the Company w.e.f. November 12, 2011. Further, Mr. S. K. Tuteja resigned as Director of the Company w.e.f. February 3, 2012 and also relinquished the office of Chairman from that date.

The Board places on record its appreciation of the services rendered by Mr. Anurag Agarwal, Mr. Raman Kumar and Mr. S K Tuteja during their respective tenures.

Further, the Board has approved the appointment of Mr. Rajinder Gupta as Chairman of the Company in a non-executive capacity w.e.f. April 23, 2012 and accordingly, Mr. Rajinder Gupta relinquished the office of Managing Director of the Company from that date. Mr. Abhishek Gupta was appointed as Additional Director of the Company w.e.f. March 30, 2012 and as Managing Director of the Company w.e.f. April 23, 2012.

Fixed Deposits

During the year under review, your Company has not accepted any fixed deposits and no amount of principal or interest was outstanding as of balance sheet date.

No Default

The Company has not defaulted in payment of interest and/or repayment of loans to any of the financial institutions and/or banks during the year under review.

Corporate Governance

Your Company is committed to adhere to the best practices & highest standards of Corporate Governance. It is always ensured that the practices being followed by the Company are in alignment with its philosophy towards corporate governance. The well-defined vision and values of the Company drive it towards meeting business objectives while ensuring ethical conduct with all stakeholders and in all systems and processes.

Your Company proactively works towards strengthening relationship with constituents of system through corporate fairness, transparency and accountability. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment and compliance with law in letter & spirit. Your Company proactively revisits its governance principles and practices as to meet the business and regulatory needs.

Detailed compliances with the provisions of Clause 49 of the Listing Agreement for the year 2011-12 has been given in Corporate Governance Report, which is attached and forms part of this report. The Auditors' certificate on compliance with corporate governance norms is also attached thereto.

Human Resource Development and Industrial Relations

The human resources development function of the Company is guided by a strong set of values and policies. Your Company strives to provide the best work environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment. The details of initiatives taken by the Company for development of human resources are given in Management Discussion & Analysis Report.

The Company maintained healthy, cordial and harmonious industrial relations at all levels.

Recognitions & Awards

During the year under review, your Company has been conferred with following awards and recognitions:

- JC Penny- Innovation Award 2010 for "Air Rich" range of ultra premium towels.

- 2nd Position in CONCOR EXIM Star Award in the category of "Exporter-Northern Region" by Container Corporation of India Ltd.

- Silver trophy for "Top Exporters -Terry Towels" in the category of 'Madeups' and the Bronze trophy for "Highest Global Exports" for the year 2010-11.

- The Annual Report of the Company has been awarded the Bronze Award in Conglomerates Category at the 2011 Spotlight Awards hosted by "League of American Communications Professionals."

Auditors & Auditors' Report

M/s Deloitte, Haskins & Sells, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting and are eligible for re- appointment. The Company has received a certificate from M/s Deloitte, Haskins & Sells, Chartered Accountants, under Section 224(1) of the Companies Act, 1956 confirming their eligibility and willingness to accept the office of the Statutory Auditors for the year 2012-13, if re-appointed. They have also furnished Certificate of their Independence and copy of certificate issued by the Peer Review Board of the ICAI.

The Statutory Auditors of the Company have submitted Auditors' Report on the accounts of the Company for the accounting year ended March 31, 2012. In their report, they have made an observation that restatement loss on forward contracts and mark to market loss on open put derivative options has not been accounted.

As you are aware that a major part of revenue of your Company comes from export sales and as such Company has foreign currency fluctuation exposure. Your Company hedges its foreign currency fluctuation exposure by way of forward contracts and foreign currency derivative options. During the previous years, the Company has hedged its foreign currency fluctuation exposure by taking various derivative options from various banks having maturity up to January 2013. The Company has not accounted for restatement loss on forward contracts and mark to market loss on open put derivative options in view of the significant currency fluctuations associated with the exchange rates for the year ended March 31, 2012. In view of the significant fluctuations associated with these contracts, the loss on forward contracts and derivative options will be provided on settlement basis.

The Auditors' have also pointed out that declaration under section 274(1 )(g) of the Companies Act, 1956 has not been received from one of the independent Directors.

The Company has received declaration (in form DD-A) from Ms. Kavita Singh, IAS, at the time of her appointment on the Board of the Company. However, annual declaration under section 274(1 )(g) of the Companies Act, 1956 was not received by the Company from Ms. Kavita Singh. In accordance with the provisions of Articles of Association of the Company, Ms. Kavita Singh is retiring at the ensuing Annual General Meeting and does not seek re-appointment. The Board has recommended appointment of Mr. Sanjay Jain as a Director of the Company in place of Ms. Kavita Singh.

The other points of Auditors' Report are self-explanatory and need no comments.

Cost Audit

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and subject to the approval of the Central Government, the Board of Directors of your Company has re-appointed M/s Ramanath Iyer & Co., Cost Accountants, New Delhi as Cost Auditors for the financial year 2012-13 to carry out audit of cost accounts of the Company in respect of textile, paper and chemical divisions. The Cost Audit Report for the previous financial year ended March 31, 2011 has been filed with Central Government within the prescribed time limit.

The Cost Audit Report in respect of cost accounts for the financial year ended March 31, 2012 is required to be filed with the Central Government within 180 days from the close of financial year. The Cost Audit Report for the financial year ended March 31, 2012 is under finalization and shall be filed with the Central Government within the prescribed time limit.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given as Annexure I hereto and forms part of this report.

Disclosure on ESOP

The Company's Employee Stock Options Plan, 2007 has been constituted in accordance with the Securities and Exchange Board of India (Employee Stock Options Scheme & Employee Stock Purchase Scheme) Guidelines, 1999. The relevant disclosure on Company's stock options scheme as per these guidelines has been provided in Annexure II hereto and forms part of this report.

The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the shareholders. The Certificate would be placed at the Annual General Meeting for inspection by members.

Particulars of the Employees

As per the provisions of Section 217(2A) of the Companies Act, 1956, the statement of particulars of the employees, etc forms part of this report. However, as per the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Annual Report excluding the above said information is being sent to all the members and other entitled persons. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Responsibility Statement of Directors

A Directors' Responsibility Statement, setting out the requirements pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 is annexed as Annexure III hereto and forms part of this report.

Acknowledgements

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Central Government, Government of Punjab, Government of Madhya Pradesh, Financial Institution(s), Bank(s), Customers, Dealers, Vendors and society at large.

Your Directors also wish to convey their appreciation for collective contribution & hard work of employees across all level. The Board, also, takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders and their confidence in management and look forward to their continued support in future too.

For and on behalf of the Board

Place : Ludhiana Rajinder Gupta Abhishek Gupta

Date : May 25, 2012 Chairman Managing Director

 
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