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Directors Report of Vandana Knitwear Ltd.

Mar 31, 2015

The Directors have pleasure in submitting their Report for the year ended 31st March, 2015:

1. FINANCIAL PERFORMANCE

(Amount in Rs.)

Particulars 2014-15 2013-14

Total Income 4,16,33,434 4,68,25,009

Total Expenditure 3,99,33,923 4,47,29,700

PROFIT BEFORE TAX 16,99,511 20,95,309

Less: Provision of Taxation Including Deferred Tax 5,80,000 6,80,000

PROFIT AFTER TAX (PAT) 11,19,511 14,15,309

Add: Balance Brought Forward From Previous Year 6,51,130 (7,69,109)

Add: Excess / (Short) Provision for taxation (30,903) (4,930)

for Earlier year written back

Balance Carried To Balance Sheet 17,96,299 6,51,130

2. STATE OF COMPANY'S AFFAIRS:

The net revenue from the operations of the Company decreased from Rs. 468 lacs to Rs. 416 Lacs. The Profit before tax for the year is Rs. 16.99 Lacs as against Rs. 20.95 Lacs of previous year.

3. DIVIDEND

Following the conservative approach to retain profits, your directors did not recommend payment of any dividend for the financial year 2014-15.

4. DECLARATION OF INDEPENDENCE BY DIRECTORS

All the Independent Non-Executive Directors of the Company, have affirmed that they continue to meet all the requirements specified under sub-section (6) of section 149 of Companies Act, 2013 in respect of their position as an "Independent Director" of VANDANA KNITWEAR LIMITED.

5. MANAGEMENT AND BOARD OF DIRECTORS

During the year, Ms. Bhuneshwari was appointed as an Additional Director on the Board of the company w.e.f. 30.03.2015, and subject to the approval of the members at the ensuing Annual General Meeting her appointment is being regularized as Executive Director on the terms and conditions as mentioned in the resolution in the Notice.

Mr. Babulal Jain, Director of the Company whose period is liable to retire by rotation pursuant to the provisions of the Companies Act, 2013 and the Articles of Association of the Company retires by rotation in the ensuing AGM and being eligible, offers himself for re-appointment.

6. AUDITORS

- Statutory Auditors

As per the provisions of Section 139 of the Companies Act, 2013, M/s S. N. Kabra & Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company till the conclusion of the 22nd Annual General Meeting (AGM) to be held in the year 2017, subject to the ratification of their appointment at every AGM. As such the appointment of M/s S. N. Kabra & Co. as the statutory auditors of the Company has been put forth in the ensuing Annual General Meeting.

The Company had received letters from M/s S. N. Kabra & Co., Chartered Accountants to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for such re-appointment within the meaning of Section 141 of the Act.

The qualifications/observations of the Auditors are self-explanatory and explained / clarified wherever necessary in appropriate notes to Accounts.

- Secretarial Auditor

As per Section 204 of Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Listed Company is required to appoint Secretarial Auditor to carry out Secretarial Audit of the Company.

In consonance with the requirements of Section 204 of the Companies Act, 2013 and rules made thereunder, Ms. Sunita Agarwal, Practicing Company Secretary, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15.

An Secretarial Audit Report issued by Ms. Sunita Agarwal, Practicing Company Secretary, in respect of the secretarial audit of the Company for the financial year ended 31st March, 2015, is given as an Annexure to this Report.

The Secretarial Audit report for the financial year ended 31st March, 2015 is self explanatory and does not call for any further comments.

The Board has re-appointed Ms. Sunita Agarwal, Practicing Company Secretary, as Secretarial Auditor of the Company to carry out secretarial audit of the Company for the financial year 2015-16.

- Internal Auditor

As per Section 138 of Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors to carry out Internal Audit of the Company.

In consonance with the aforementioned, M/s Ajay Gangrade & Co. Chartered Accountants, Indore was appointed to conduct the Internal Audit of the Company for the financial year 2014-15.

The Internal Audit report for the financial year ended 31st March, 2015 is self-explanatory and does not call for any further comments.

The Board re-appointed M/s Ajay Gangrade & Co., Chartered Accountants, as the Internal Auditor of the Company for the financial year 2015 -16.

7. RELATED PARTY TRANSACTIONS

All the related party transactions that were entered during the financial year are done on arm's length basis. Relevant Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 is given in Annexure to this Report.

8. FIXED DEPOSITS

The Company has not invited or accepted any fixed deposit from the public during the year under review.

9. CORPORATE GOVERNANCE

In accordance with Clause 49 of the Listing Agreement with Bombay Stock Exchange, a Separate Report on Corporate Governance along with Auditors' Certificate confirming Compliance is attached to this report.

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

Provisions of 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, on conservation of energy and technology absorption are not applicable hence no disclosure is being made in this regard.

During the year, there were no foreign exchange earnings and outgo as per notes to accounts.

11. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub section 3 (c) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

i. in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed and there are no material departures from the same;

ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

iii. 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 and detecting fraud and other irregularities;

iv. the directors have prepared the annual accounts on a going concern basis;

v. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

12. LISTING FEES

The shares of the Company are listed on Bombay Stock Exchange Ltd. (BSE) and the Listing Fee for the year 2014-15 had been duly paid.

13. ENVIRONMENT AND POLLUTION CONTROL:

The term relating to compliance with all relevant statutes relating to the environment and pollution control in the area of environment are not applicable.

14. CODE OF CONDUCT COMPLIANCE:

Pursuant to Clause-49 of the Listing Agreement, the declaration signed by the Mr. Babulal Jain, Chief Executive Officer, affirming compliance with the Code of Conduct by the Director's and senior management personnel, for the financial year 2014-15 is annexed and forms part of the Directors and Corporate Governance Report.

15. WHISTLE BLOWER POLICY

As required under section 177(9) of the Companies Act read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 , 2013 and Clause 49 of the Listing Agreement, company has established a vigil mechanism for their directors and employees to report their genuine concerns or grievances.

It provides mechanism for the directors and employees to report violations without fear of victimization of any unethical behavior, suspected or actual fraud, violation of the code of conduct etc. which are detrimental to the organization's interest. The mechanism protects whistle blower from any kind of discrimination, harassment, victimization or any other unfair employment practice.

The directors in all cases and employees in appropriate or exceptional cases will have direct access to the Chairman of the Audit Committee. The said Policy is placed on the Company' website www.trendyknitwearlimited.com

15. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressed) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15:

- Number of complaints received: NIL

- Number of complaints disposed off: NIL

16. EMPLOYEE REMUNERATION

(A) None of the employees of the company was in receipt of the remuneration exceeding the limits prescribed u/s 197 (12) read with rule 5, sub-rule 2 of The Companies (Appointment and Remuneration of Managerial Personnel) of the Companies Act, 2013 during the year under review.

(B) The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report.

17. MANAGEMENT DISCUSSION & ANALYSIS

Management Discussions and Analysis Report, forming part of the Directors' Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s), is presented in a separate section forming part of the Annual Report.

18. EXTRACT OF THE ANNUAL RETURN

Relevant extract of annual return in form no. MGT-9 as on the financial year ended on March 31, 2015 is given in Annexure to this Report.

19. CASH FLOW ANALYSIS:

In conformity with the provisions of clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31st March, 2015 is annexed hereto.

20. ACKNOWLEDGEMENT

Your Board acknowledges with appreciation, the invaluable support provided by the Company's stakeholders, auditors, advisors and business partners, all its customers for their patronage. Your Board records with sincere appreciation the valuable contribution made by employees at all levels and looks forward to their continued commitment to achieve further growth and take up more challenges that the Company has set for the future.

BY ORDER OF THE BOARD

FOR VANDANA KNITWEAR LIMITED

PLACE: HYDERABAD

DATE : 14/08/2015

MUKESH GADIYA

(CHAIRMAN & MANAGING DIRECTOR)

DIN: 03025764


Mar 31, 2013

To, The Members, of Vandana Knitwear Limited

(Formerly known as ''Trendy Knitwear Limited'')

The Directors have pleasure in submitting their Report for the year ended 31st March, 2013:

1. FINANCIAL HIGHLIGHTS (Amount in Rs.)

Particulars 2012-13 2011-12

Total Income 4,39,12,132 2,01,37,552

Total Expenditure 4,21,85,615 1,85,92,003

PROFIT BEFORE TAX 17,26,517 15,45,549

Less: Provision of Taxation Including Deferred Tax 5,88,365 5,02,661

PROFIT AFTER TAX (PAT) 11,38,152 10,42,888

Add: Balance Brought Forward From Previous Year (19,10,230) (29,54,358)

Add: Excess / (Short) Provision for taxation (2,969) (1,240) for Earlier year written back

Balance Carried To Balance Sheet (7,69,109) (19,10,230)

2. STATE OF COMPANY''S AFFAIRS:

Your company is committed to offer the most competitive price with the overall parameters set by the general market conditions your director perceive that the business of the company stands on a sound plate form is running well.

During the year under report, the company marked its income from operation by earning Rs 39,215,000 as against of Rs 15,186,010 previous year. The profit after tax (PAT) went up to Rs 11,41,121 in financial year 2012-13 From Rs. 10,44,128 in financial year 2011-12.

3. DIVIDEND

Due to accumulated losses of the Company your Directors do not recommend any dividend for the year under report.

4. DIRECTORS

Retire by Rotation

Mr. Babulal Khimraj Jain and Mr. Pawan Mandowara, Directors of the Company whose period of office is liable to retire by rotation pursuant to the provisions of Companies Act, 1956 and Articles of Association of the Company retires by rotation and being eligible offer themselves for re-appointment.

A brief Resume of Director (Mr. Babulal Khimraj Jain and Mr. Pawan Mandowara) eligible for re-appointment alongwith the additional information required under Clause 49 (VI)(A) of the Listing Agreement is included in the Report on Corporate Governance.

Appointment of Additional Director

Mr. Manish Tamboli was appointment as an Additional Director at the Board Meeting held on 4th October, 2012. The Board received a notice u/s 257 of the Companies Act, 1956 from a member proposing the candidature of Mr. Manish Tamboli as a Director. In view of this the Board recommends his appointment as a regular Independent Director of the Company liable to retire by rotation.

The Details are furnished in Explanatory Statement annexed to the Notice calling AGM.

5. AUDITORS AND AUDITORS'' REPORT

The Auditors, M/s S. N. Kabra & Co., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, has offered themselves for re-appointment.

The Company had received letters from M/s S. N. Kabra & Co., Chartered Accountants to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the Act.

The qualifications/observations of the Auditors are self-explanatory and explained / clarified wherever necessary in appropriate notes to Accounts.

6. FIXED DEPOSITS

The Company has not accepted any Fixed Deposits from public, shareholders or employees during the year under report.

7. CORPORATE GOVERNANCE

In accordance with Clause 49 of the Listing Agreement with Bombay Stock Exchange, a Separate Report on Corporate Governance along with Auditors'' Certificate confirming Compliance is attached to this report.

8. PARTICULARS OF EMPLOYEES

As there were no employees throughout the year under review who were in receipt of remuneration exceeding the prescribed limit in Companies Act, 1956 and its regulations and rules. Hence, no statement is attached herewith as required in terms of section 217(2A) of the Companies Act, 1956.

9. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of 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, on conservation of energy and technology absorption are not applicable hence no disclosure is being made in this regard.

During the year, there were no foreign exchange earnings and outgo as per notes to accounts.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

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

1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

2. 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 true and fair view of the State of Affairs of the Company at the end of the financial year ended 31st March, 2013 and of profit of the Company for that year;

3. The Directors had taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the Annual Accounts on a ''going concern'' basis.

11. LISTING FEES

At present, 10,69,85,070 equity shares of the Company are listed on Bombay Stock Exchange Ltd. (BSE) and the Company has paid the applicable listing fees to BSE for the year 2013-14.

12. ENVIRONMENT AND POLLUTION CONTROL:

The term relating to compliance with all relevant statutes relating to the environment and pollution control in the area of environment are not applicable.

13. CODE OF CONDUCT COMPLIANCE:

Pursuant to Clause-49 of the Listing Agreement, the declaration signed by the Mr. Babulal Jain, Chief Executive Officer, affirming compliance with the Code of Conduct by the Director''s and senior management personnel, for the financial year 2012-13 is annexed and forms part of the Directors and Corporate Governance Report.

14. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

Management Discussions and Analysis Report, forming part of the Directors'' Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s), is presented in a separate section forming part of the Annual Report.

15. CASH FLOW ANALYSIS:

In conformity with the provisions of clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31st March, 2013 is annexed hereto.

16. ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for assistance and co-operation received from the Bankers, Government Authorities, Customers, Vendors, Advisors, Members and all concerned during the year under report. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

By Order Of The Board

For Vandana Knitwear Limited

sd/-

PLACE: HYDERABAD Mukesh Gadiya

DATE: 12th August, 2013 (Chairman & Managing Director)


Mar 31, 2009

The Directors have pleasure in presenting their Fourteenth Annual Report and Audited Statement of Accounts of the Company for the year ended on March 31, 2009.

1. FINANCIAL PERFORMANCE:

(Amount) Rs. (Amount) Rs.

2008-2009 2007-2008

Profit before depreciation and interest 103933 (10000)

Less: Depreciation Nil Nil

Less: Interest & Finance Charges Nil Nil

Profit/(loss) before tax 103933 (10000)

Less: Current Tax 40000 Nil

Less: Deferred Tax/(Assets) Nil Nil

Less: Fringe Benefit Tax 500 Nil

Profit/(Loss) after taxation 63433 (10000)

Balance B/f from Last Year (4150094) (4140094)

Add: Excess / (Short) Provision for taxation for Nil Nil

Earlier year written back

Balance carried forward (4086661) (4150094)

2. DIVIDEND:

Due to having accumulated losses of the Company Yours directors do not recommends any dividend for the year.

3. FINANCIAL PERFORMANCE AND HIGHLIGHTS:

The gross sales and other income for the financial year under review were Rs. 8,57,512/- against NIL for the previous financial year registering an increase. The PROFIT before tax (after interest and depreciation charges) of Rs. 1,03,933/- as against LOSS OF Rs. 10,000/- for the previous year and PROFIT after tax of Rs. 63,433/- as against LOSS OF Rs. 10,000/- for the previous year.

4. OPERATION PLANS:

The gross sales and other income for the financial year under review were Rs. 8,57,512/ , the company is planning to take step ahead towards fulfilling customer's need.

5. ENVIRONMENT AND POLLUTION CONTROL:

The term relating to compliance with all relevant statutes relating to the environment and pollution control in the area of environment are not applicable.

6. STATUTORY AUDITORS:

M/s. S. N. Kabra & Co. Chartered Accountants, being eligible for re-appointment. Members are requested to appoint the Auditors for the current year and fix their remuneration.

7. AUDITORS' REPORT:

The Auditors' Report to the Shareholders does not contain any reservation, qualification or adverse remark.

8. PUBLIC DEPOSITS:

There are no Outstanding deposits in terms of the companies (Acceptance of Deposits) Rules, 1975.

9. BUSINESS:

The gross sales and other income for the financial year under review were Rs. 8,57,512/ , the company is planning to take step ahead towards fulfilling customer's need.

10. DIRECTORS

There are 3 (Three) directors on the Board of Directors of the Company. By the terms of Articles of Association, Mr. Babulal Jain was liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

On 12th July 2009 Mr. Pramod Gadia was appointed as Independent Non Executive Director.

On 20th July 2009 Mr. Sanjay Jain, Independent Non Executive Director of the Company resigned.

The Directors place on record their sincere appreciation to Mr. Sanjay Jain for the valuable services and contribution rendered to the Company during his tenure as director of the Company.

11. DIRECTOR'S RESPONSIBILITY STATEMENT:

As stipulated in Sections 217(2AA) of the Companies Act, 1956, your Directors subscribe to the "Director's Responsibility Statement" and confirm that:- 1) In preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to the material departures;

2) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review;

3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4) The Directors have prepared the annual accounts for the year ended March 31, 2009, on a going concern basis.

12. CODE OF CONDUCT COMPLIANCE

Pursuant to Clause-49 of the Listing Agreement entered with the Bombay Stock Exchange Limited, the declaration signed by the Managing Director affirming compliance with the Code of Conduct by the Director's for the financial year 2008-09 is annexed and forms part of the Directors and Corporate Governance Report.

13. CORPORATE GOVERNANCE:

Report on Corporate Governance as required under Clause-49, of the Listing Agreement with the Stock Exchanges, forms part of the Annual Report.

A Certificate from the Auditors of the Company M/s. S. N. Kabra & Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause-49, and Management Discussion and Analysis forms part of the Annual Report.

14. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

Report on Corporate Governance as required under Clause-49, of the Listing Agreement with the Stock Exchanges, forms part of the Annual Report.

15. CASH FLOW ANALYSIS:

In conformity with the provisions of clause 32 of the Listing Agreement the Cash Flow Statement for the year ended March 31, 2009 is annexed hereto.

16. PARTICULARS OF EMPLOYEES:

As there were no employees throughout the year under review who were in receipt of remuneration exceeding Rs. 2, 00,000/- per month. Hence, no statement is attached herewith as required in terms of section 217(2A) of the Companies Act, 1956.

17. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:-

In terms of 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, on conservation of energy and technology absorption are not applicable hence no disclosure is being made in this regard.

During the year, there were no foreign exchange earnings and outgo.

18. CHANGE IN ADDRESS OF REGISTERERD OFFICE OF THE COMPANY

The Company has changed its registered office address to "62, M.G.ROAD, SECUNDERABAD, HYDERABAD- 500003" for its administrative convenience.

19. ACKNOWLEDGEMENTS

Your Directors would like to place on record their sincere thanks to the Company's clients, vendors, investors and bankers for their continued support to the Company during the year.

By Order of the Board For TRENDY KNITWEAR LIMITED

Date: 4th SEPTEMBER 2009

Place: Hyderabad Director Director


Mar 31, 2008

The Directors have pleasure in presenting their Thirteenth Annual Report and Audited Statement of Accounts of the Company for the year ended on March 31, 2008.

1. FINANCIAL PERFORMANCE:

(Amount) (Amount)

Rs. Rs.

2007-2008 2006-2007

Profit before depreciation and interest (10000) (410607)

Less: Depreciation Nil Nil

Less: Interest & Finance Charges Nil Nil

Profit/(loss) before tax (10000) (410607)

Less: Current Tax Nil Nil

Less: Deferred Tax/(Assets) Nil Nil

Less: Fringe Benefit Tax Nil Nil

Profit/(Loss) after taxation (10000) (410607)

Balance B/f from Last Year (4140094) (3729487)

Add: Excess / (Short) Provision for taxation for Nil Nil Earlier year written back

Balance carried forward (4150094) (4140094)

2. DIVIDEND:

Due to having accumulated losses of the Company Yours directors do not recommends any dividend for the year.

3. FINANCIAL PERFORMANCE AND HIGHLIGHTS:

The gross sales and other income for the financial year under review were NIL as against NIL for the previous financial year registering an increase OF NIL. The LOSS before tax (after interest and depreciation charges) of Rs. 10,000/- as against LOSS OF Rs. 4,10,607/- for the previous year increasing by NIL and LOSS after tax of Rs.10,000/- as against LOSS OF Rs. 410607/- for the previous year increasing by NIL respectively.

4. OPERATION PLANS:

The Company was not in operation due to market recession and unavoidable circumstances however now the company is planning to take step ahead towards fulfilling customer's need of premium products.

5. ENVIRONMENT AND POLLUTION CONTROL:

As the Company is not in operation hence the term relating to compliance with all relevant statutes relating to the environment and pollution control in the area of environment are not applicable.

6. STATUTORY AUDITORS:

M/s. S. N. Kabra & Co. Chartered Accountants, being eligible for re-appointment. Members are requested to appoint the Auditors for the current year and fix their remuneration.

7. AUDITORS' REPORT:

The Auditors' Report to the Shareholders does not contain any reservation, qualification or adverse remark.

8. PUBLIC DEPOSITS:

There are no Outstanding deposits in terms of the companies (Acceptance of Deposits) Rules, 1975.

9. BUSINESS:

As the company was not in the operations.

10. DIRECTORS

There are 3 (Three) directors on the Board of Directors of the Company. By the terms of Articles of Association, Mr. Jai Prakash Jagetia was liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

11. DIRECTOR'S RESPONSIBILITY STATEMENT:

As stipulated in Sections 217(2AA) of the Companies Act, 1956, your Directors subscribe to the "Director's Responsibility Statement" and confirm that:- 1) In preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to the material departures;

2) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review;

3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4) The Directors have prepared the annual accounts for the year ended March 31, 2008, on a going concern basis.

12. CODE OF CONDUCT COMPLIANCE

Pursuant to Clause-49 of the Listing Agreement entered with the Bombay Stock Exchange Limited/Hyderabad Stock Exchange & Ahmedabad Stock Exchange, the declaration signed by the CFO affirming compliance with the Code of Conduct by the Director's and senior management personnel, for the financial year 2007-08 is annexed and forms part of the Directors and Corporate Governance Report.

13. CORPORATE GOVERNANCE:

Report on Corporate Governance as required under Clause-49, of the Listing Agreement with the Stock Exchanges, forms part of the Annual Report. A Certificate from the Auditors of the Company M/s. S. N. Kabra & Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause-49, and Management Discussion and Analysis forms part of the Annual Report.

14. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

Report on Corporate Governance as required under Clause-49, of the Listing Agreement with the Stock Exchanges, forms part of the Annual Report.

15. CASH FLOW ANALYSIS:

In conformity with the provisions of clause 32 of the Listing Agreement the Cash Flow Statement for the year ended March 31, 2008 is annexed hereto.

16. PARTICULARS OF EMPLOYEES:

As there were no employees throughout the year under review who were in receipt of remuneration exceeding Rs. 2, 00,000/- per month. Hence, no statement is attached herewith as required in terms of section 217(2A) of the Companies Act, 1956.

17. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:-

In terms of 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, on conservation of energy and technology absorption are not applicable hence no disclosure is being made in this regard.

During the year, there were no foreign exchange earnings and outgo as per notes to accounts.

18. ACKNOWLEDGEMENTS

Your Directors would like to place on record their sincere thanks to the Company's clients, vendors, investors and bankers for their continued support to the Company during the year.

By Order of the Board For TRENDY KNITWEAR LIMITED

Date: 4th SEPTEMBER 2008

Place: Hyderabad Director Director

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