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Directors Report of Vardhman Holdings Ltd.

Mar 31, 2015

Dear Members,

The Directors of your Company have pleasure in presenting their 51st Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2015.

1. FINANCIAL RESULTS:

The Financial Results for the year are as under: -

(Amount in Rs.)

PARTICULARS 2014-15 2013-14

Revenue from Operations 303,277,001 186,968,627

Other Income 21,908,588 12,034,661

Profit before Depreciation, 311,746,552 181,323,782

Interest and Tax (PBDIT)

Interest and Financial Expenses - -

Profit before Depreciation 311,746,552 181,323,782 & Tax (PBDT)

Depreciation 413,636 353,873

Profit before Tax (PBT) 311,332,916 1,809,69,909

Provision for

- Current Tax 18,740,000 11,950,000

- Deferred Tax 43,590 -

- MAT Credit Entitlement (10,430,000) (5,850,000)

- Tax adjustment for earlier years - 386,600

Profit after Tax (PAT) 302,979,326 174,483,309

Balance Brought Forward 715,161,495 604,279,998

Profit available For Appropriations 1,018,140,821 778,763,307

Appropriations:

Proposed Dividend on 9,574,608 9,574,608

Equity Shares

Corporate Dividend Tax on 1,949,165 1,627,205

Proposed Dividend

Transfer to General Reserve - 17,500,000

Transfer to Statutory Reserve 60,600,000 34,900,000

Balance carried to

Balance Sheet 946,017,048 715,161,495

Earnings per Share (Rs.) 94.93 54.67

Dividend per Share (Rs.) 3.00 3.00

3. PUBLIC DEPOSITS:

The Company has not accepted and does not intend to accept any deposits from the public. As at 31st March, 2015, there are no outstanding/unclaimed deposits from the public.

4. DIVIDEND:

The Board of Directors of your Company is pleased to recommend a dividend of Rs. 3 per share on the fully paid-up equity shares of the Company.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

In accordance with provisions of the Articles of Association of the Company, Mrs. Suchita Jain, Director of your Company, retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment. The Board of Directors recommended her appointment for consideration of the members at the forthcoming Annual General Meeting.

Pursuant to provisions of Section 203 of the Companies Act, 2013, the below mentioned KMP's were appointed/ designated in the Board meeting held on 12th February 2015, as detailed below:-

Whole Time Key Designation Managerial Personnel of the Company

Shakun Oswal Whole-Time Director (WTD)

Tanu Berry Company Secretary (CS)

Poorva Bhatia Chief Financial Officer (CFO)

Familiarisation programmes for Board Members:

The Board members are from time to time provided with necessary documents/policies/internal procedures to get them familiar with the practices of the Company. The business strategies, performance, global developments, legal & other updates, compliance reports and other relevant information/reports etc are being periodically provided to the Board of Directors.

6. INDEPENDENT DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013, Mr. Surinder Singh Bagai, Mr. Jagdish Rai Singal, Mr. Sat Paul Kanwar, Mr. Om Parkash Sharma & Mrs. Apinder Sodhi were appointed as Independent Directors in the 50th Annual General Meeting, who are not liable to retire by rotation.

Declaration under Section 149(6):

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and read with the relevant rules.

7. AUDITORS:

a. Statutory Auditors:

M/s. R. Dewan & Co., the Statutory Auditors of the Company, have been appointed by the Shareholders of the Company for five consecutive years i.e. from conclusion of 50th Annual General Meeting to the conclusion of 55th Annual General Meeting, whose first year will be completed in the ensuing Annual General Meeting. Pursuant to provisions of Section 139 (1) of the Companies Act, 2013, this appointment shall be ratified by the Shareholders at every Annual General Meeting during their tenure. Therefore, it is recommended to the shareholders to ratify the appointment of M/s. R. Dewan & Co., the Statutory Auditors, in their forthcoming Annual General Meeting.

b. Secretarial Auditor:

Khanna Ashwani & Associates, Practicing Company Secretaries, were appointed as Secretarial Auditor & their report on Secretarial Audit in Form No. MR 3 under Section 204 of the Companies Act, 2013 for the Financial Year 2014-15 is attached as Annexure 1 and shall form part of this Report.

c. Internal Auditor:

Pursuant to provisions of Section 138 of the Companies Act, 2013, the Company has appointed Mr. Varun Mahajan, to conduct internal audit of the functions and activities of the Company and maintain internal control systems of the Company.

8. AUDITORS' REPORT:

The Statutory & Secretarial Auditors' Reports are self- explanatory and requires no comments.

9. AUDIT COMMITTEE & VIGIL MECHANISM:

Composition of Audit Committee:

The Audit committee of the Board of Directors was constituted in conformity of provisions of the Companies Act, 2013 & the Listing Agreement. The committee comprises of three directors i.e. Mr. Om Parkash Sharma, Mr. Sat Pal Kanwar and Mrs. Apinder Sodhi, Independent Directors. Mrs. Apinder Sodhi is the Chairperson of the said committee and Ms. Tanu Berry is secretary of the Committee. The Committee met Four (4) times during the year.

Vigil Mechanism and Whistle Blower:

Pursuant to provisions of section 177 (9) of the Companies Act, 2013, the Company has established a "Vigil Mechanism" incorporating Whistle Blower Policy in terms of the Listing Agreement for employees and directors of the Company, for expressing the genuine concerns of unethical behavior, frauds or violation of the codes of conduct by way of direct access to the Chairman/Chairman of the Audit Committee in exceptional cases. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns.

The policy on "Vigil mechanism and Whistle Blower" may be accessed on the Company's website at http://www.vardhman.com/user_files/5a743d3b9b143130ad8cc8 ffbb5845a504d81a531436265717.pdf.

10. BOARD MEETINGS:

During the Financial Year 2014-15, the Board met Four (4) times i.e. on 17.05.2014, 09.08.2014, 11.11.2014 and 12.02.2015.

11. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors confirm that:

i. In the preparation of the annual accounts, the applicable Accounting Standards have been followed;

ii. Appropriate accounting policies have been selected and applied consistently, and have 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 or loss of the Company for that period;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The annual accounts have been prepared on a going concern basis.

v. Laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

vi. Devised proper systems to ensure compliance with the provisions of all applicable laws and those systems were adequate and operating effectively.

12. CORPORATE GOVERNANCE:

The Company has in place a system of Corporate Governance. A separate report on Corporate Governance forming part of the Annual Report of the Company is annexed hereto. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Corporate Governance Clause of the Listing Agreement is annexed to the report on Corporate Governance.

13. PERSONNEL & RELATED INFORMATION:

None of the employees has received salary of Rs. 60.00 lac per annum or Rs. 5.00 lac per month or more during the Financial Year 2014-2015. Accordingly, no particulars of employees are to be given pursuant to the provisions of Section 197 of the Companies Act, 2013 read with respective rules.

Since the Company has no any subsidiary or holding company, no particulars are required to be given pursuant to the provisions of Section 197 (14) of the Companies Act, 2013.

The particulars required under Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are attached in Annexure 2.

14. COMPANY POLICIES & STATUS OF DEVELOPMENT:

a. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

Vision & core areas of CSR:

Your Company is committed to and fully aware of its Corporate Social Responsibility (CSR), the guidelines in respect of which were more clearly laid down in the recently overhauled Companies Act. The Company's vision is to pursue a corporate strategy that enables shareholder value enhancement in a mutually reinforcing and synergistic manner.

The CSR Policy approved by the Board may be assessed on the website of the Company at http://www.vardhman.com user_files/ d2741c4bbc072fc76df0539a029aeab5b86073411436265583.pdf.

The Company has identified following thrust areas for CSR:

- PROMOTION OF EDUCATION: To continue our endeavour for promoting education by setting up schools, colleges to deliver high quality education to students of all strata of society.

- ENVIROMENT PROTECTION AND ENERGY CONSERVATION: To protect environment and to sustain and continuously improve standards of Environment, Health and Safety through the collective endeavour of Company and its employees at all levels towards attaining world class standards.

- DEVELOPMENT OF HUMAN CAPITAL: To encourage the development of human capital through skills development, vocational training programmes.

- RURAL DEVELOPMENT: To contribute to development in rural areas near by unit of the Company and knowledge sharing and other social practices such as soil and moisture conservation and watershed management etc.

- OTHER INITIATIVES:

- To contribute to empowering women economically, supplementing primary and secondary education and participating in rural capacity building programmes and such other schemes.

- To respond to emergency situations & disasters by providing timely help to affected victims and their families.

- Any other project/programme pertaining to activities listed in Schedule VII of the Companies (Corporate Social Responsibility) Rules, 2014 and amendments thereto.

The disclosurs under Section 134(3) of the Companies Act, 2013 read with Rule 9 of Companies (Accounts) Rules 2014 i.e. Annual Report on CSR activities for Financial Year 2014-15 is attached herewith in Annexure 3.

b. NOMINATION AND REMUNERATION POLICY:

The Nomination & Remuneration Committee was constituted by the Board on 09.08.2014, consisting of three directors viz Mr. Sachit Jain, Mr. Sat Pal Kanwar and Mrs. Apinder Sodhi. Mrs. Apinder Sodhi is the Chairperson of said Committee. The Committee met two times during the year under review. The Company's approved Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, Independence of Directors and other related matters as provided under Section 178(3) & (4) of the Companies Act, 2013 is attached herewith in Annexure 4.

c. RISK MANAGEMENT POLICY:

The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting, which in the opinion of the Board may threaten the existence of the Company. The Risk Management Committee was re-constituted by the Board on 11.11.2014, comprising of Mr. Sachit Jain, Mr. Sat Pal Kanwar and Mrs. Apinder Sodhi. The Committee has formulated the Risk Management Policy which was subsequently approved by the Board of Directors.

The Risk Management Policy may be assessed on the website of the Company at http://www.vardhman.com/ user_files/ac9088 7bccb0c1ac3 4a16f5 9 2a1ecbb9c5 0c4 d2e1436265676.pdf.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The particulars of Loans, guarantees or investments made under Section 186 are forming part of the notes to financial statements (please refer Note No. 10 to 12 to the financial statement).

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All the contracts/arrangements/transactions entered by the Company during the Financial Year with related parties were in the ordinary course of business and on an arm's length basis. The particulars of Contracts or Arrangements made with related parties as specified in form AOC 2 are covered under Note No. 24 to the financial statements, which is set out for related party transactions.

The Related Party Transaction Policy may be accessed on the website of the Company at http://www.vardhman.com/ User_files/0f9092fa713917ea04091bdf2fa3b2f2ee3272721436265640.pdf.

17. EXTRACT OF ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 134 (3) (a) of the Companies Act 2013, is furnished in Annexure 5 (Form MGT 9) and is attached to this Report.

18. ANNUAL PERFORMACE EVALUATION:

During the year under review, a policy on perfomarance evaluation of Independent Directors, Board and its Committees, other individual directors of the Company including detailed process & parameters has been formulated by the Company.

The meeting of Independent Directors of the Company to evaluate the performance of Non-Independent Directors, Chairman & the Board as a whole for FY 2014-15 was held on 30th March 2015. The evaluation based on various parameters was discussed by the Independent Directors.

19. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

Particulars with respect to conservation of energy and other areas as per section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are NIL.

20. GENERAL DISCLOSURE:

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

1. Details of subsidiary, joint venture or associate company.

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

3. No material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year to which this financial statements relate and the date of this report.

4. No significant/material orders have been passed by any Regulator/Court /Tribunal which could impact the going concern status & future operations of the Company.

5. No change in nature of Business of the Company.

21. ACKNOWLEDGEMENT:

Your Directors are pleased to place on record their sincere gratitude to the Government Authorities, Financial Institutions & Bankers for their continued and valuable co- operation and support to the Company.

Your Directors express their deep appreciation for the devoted and sincere efforts put in by the members of the team at all levels of operations in the Company during the year. The Company feels confident of continued cooperation and efforts from them in future also.

For And on Behalf of the Board Sd/-

Date: May 23, 2015 (S.P. Oswal)

Place: Ludhiana Chairman




Mar 31, 2014

Dear Members,

The Directors of your Company have pleasure in presenting their 50th Annual Report on the affairs of the Company together with the Audited Accounts of the Company for the year ended 31st March, 2014.

1. FINANCIAL RESULTS:

The Financial Results for the year are as under: - (Amount in RsRs.)

PARTICULARS 2013-14 2012-13

Revenue from Operations 186,968,627 124,836,819

Other Income 12,034,661 14,186,615

Profit before Depreciation,

Interest and Tax (PBDIT) 181,323,782 124,654,965

Interest and Financial

Expenses – –

Profit before Depreciation & Tax (PBDT) 181,323,782 124,654,965

Depreciation 353,873 148,782

Profit before Tax (PBT) 180,969,909 124,506,183

Provision for

– Current Tax 11,950,000 10,100,000

– Deferred Tax – –

– Mat Credit Entitlement (5,850,000) –

– tax adjustment for

earlier years 386,600 –

Profit after Tax (PAT) 174,483,309 114,406,183

Balance Brought forward 604,279,998 535,475,629

Profit available For

Appropriations 778,763,307 649,881,811

Appropriations:

Proposed Dividend on

Equity Shares 9,574,608 9,574,608

Corporate Dividend Tax

on Proposed Dividend 1,627,205 1,627,205

Transfer to General Reserve 17,500,000 11,500,000

Transfer to Statutory Reserve 34,900,000 22,900,000

Balance carried to

Balance Sheet 715,161,495 604,279,999

Earnings per Share (Rs.) 54.67 35.85

Dividend per Share (Rs.) 3.00 3.00

2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

a. FINANCIAL ANALYSIS:

During the year, the Revenue from operations was Rs. 186,968,627 as against Rs. 124,836,819 in the previous year. The Company earned other income of Rs.12,034,661 during the year as against Rs. 14,186,615

during last year. The Company earned profit before depreciation, interest and tax of Rs. 181,323,782 as against Rs. 124,654,965 in the previous year. After providing for depreciation of Rs. 353,873 (Previous Year Rs. 148,782), current tax of Rs. 11,950,000 (Previous Year Rs. 10,100,000), the profit after tax was Rs. 174,483,309 as against Rs. 114,406,183 last year.

The balance available for appropriation after adding balance in surplus account is Rs. 778,763,307. Out of this, a sum of Rs. 9,574,608 and Rs. 1,627,205 have been appropriated towards proposed dividend and corporate dividend tax respectively thereon, Rs. 17,500,000 is proposed to be transferred to general reserve, Rs. 34,900,000 is proposed to be transferred to Special reserve and the balance of Rs. 715,161,495 is proposed to be carried as surplus to the balance sheet.

b. RESOURCE UTILISATION:

FIXED ASSETS:

The fixed assets as at 31st March, 2014 were Rs. 10,576,266 as against previous year''s fixed assets of Rs. 8,722,884. During the year, there were additions of fixed assets amounting to Rs. 2,207,255 (Previous Year Rs. Nil).

CURRENT ASSETS

The current assets as on 31st March, 2014 were Rs.1,244,312,397 as against Rs. 1,031,202,568 in the previous year.

c. FINANCIAL CONDITIONS AND LIQUIDITY:

Management believes that the Company''s liquidity and capital resources are sufficient to meet its expected working capital needs and other anticipated cash requirements. The position of liquidity and capital resources of the Company is given below: -

(Amount in Rs.) 2013-14 2012-13

Cash and Cash Equivalents:

Beginning of the Year 19,456,298 1,520,768

End of the Year 4,046,473 19,456,298

Net Cash provided/ (used) by:

Operating Activities 134,137,590 88,332,870

Investing Activities (138,450,413) (61,147,103)

Financing Activities (11,097,002) (9,250,237)

d. INTERNAL CONTROL SYSTEM:

The Company has well defined internal control system. The Company takes abundant care to design, review and monitor the working of internal control system. Internal audit in the organization is an independent appraisal activity and all significant issues are brought to the attention of the Audit Committee of the Board.

e. MANAGEMENT PERCEPTION OF RISK AND CONCERNS:

The Company is prone to all the financial risks and capital market fluctuations.

f. HUMAN RESOURCES/INDUSTRIAL RELATIONS:

The Company is not carrying on any manufacturing activity and no workers were employed during the year.

3. PUBLIC DEPOSITS:

The Company has not accepted and does not intend to accept any deposits from the public. As at 31st March, 2014, there are no outstanding/unclaimed deposits from the public.

4. DIVIDEND:

The Board of Directors of your Company is pleased to recommend a dividend of Rs. 3/- per share on the fully paid- up equity shares of the Company.

5. DIRECTOR:

Mr. Sachit Jain, Director of your Company, retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

6. CORPORATE GOVERNANCE:

The Company has in place a system of Corporate Governance. A report on Corporate Governance forming part of the Annual Report of the Company is annexed hereto. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Corporate Governance Clause of the Listing Agreement is annexed to the report on Corporate Governance.

7. AUDITORS:

M/s. R. Dewan & Company, Chartered Accountants, Ludhiana, Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment for a term of five years starting from conclusion of 50th Annual General Meeting til the conclusion of 55th Annual General Meeting in 2018-19.

8. AUDITORS'' REPORT:

The Auditors'' Report on the Accounts of the Company for the year under review is self-explanatory and requires no comments.

9. STATEMENT OF PARTICULARS OF EMPLOYEES:

During the year, no employee of the Company received a salary of more than Rs. 60.00 lac. per annum or Rs. 5.00 lac. per month. Accordingly, no particulars of employees are to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956.

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

Particulars with respect to conservation of energy and other areas as per 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 are Nil.

11. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that- (i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) Appropriate accounting policies have been selected and applied consistently, and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profits of the Company for the year ended on 31st March, 2014;

(iii) Proper and sufficient care has been taken 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; and

(iv) The annual accounts have been prepared on a going concern basis.

12. ACKNOWLEDGEMENT:

Your Directors are pleased to place on record their sincere gratitude to the Government and Business Constituents for their valuable co-operation and support to the Company.

For and on behalf of the Board

Place: Ludhiana (S.P. Oswal) Dated: 17th May, 2014 Chairman


Mar 31, 2013

Dear Members,

The Directors of your Company have pleasure in presenting their 49th Annual Report on the affairs of the Company together with the Audited Accounts of the Company for the year ended 31st March, 2013.

1. FINANCIAL RESULTS:

The Financial Results for the year are as under: -

(Amount in Rs.) PARTICULARS 2012-13 2011-12

Revenue from Operations 124,836,819 133,047,404

Other Income 14,186,615 12,305,042

Extra Ordinary Income being gain on disposal of Assets 538,834,927

Profit before Depreciation, :

Interest and Tax (PBDIT) 124,654,964 674,649,249

Interest and Financial Expenses

Profit before Depreciation & Tax (PBDT) 124,654,964 674,649,249

Depreciation 148,781 268,589

Profit before Tax (PBT) 124,506,183 674,380,660

Provision for

- Current Tax 10,100,000 124,500,000

- Tax adjustment for

earlier years (2,910)

Profit after Tax (PAT) 114,406,183 549,883,570

Balance brought forward 535,475,629 159,865,265

Profit available for

Appropriations 649,881,812 709,748,835

Appropriations: roposed Dividend on

Equity Shares 9,574,608 7,978,840

Corporate Dividend Tax

on Proposed Dividend 1,627,205 1,294,367

Transfer to General Reserve 11,500,000 55,000,000

Transfer to Statutory Reserve 22,900,000 110,000,000

Balance carried to

Balance Sheet 604,279,999 535,475,629

Earnings per Share (Rs.) 35.85 172.29

Earnings per Share (excluding Extra Ordinary Item) (Rs.) 35.85 38.82

Dividend per Share (Rs.) 3.00 2.50

2. PUBLIC DEPOSITS:

The Company has not accepted and does not intend to accept any deposits from the public. As at 31 st March, 2013, there are no outstanding/unclaimed deposits from the public.

3. DIVIDEND:

The Board of Directors of your Company is pleased to recommend a dividend of Rs. 3/- per share on the fully paid- up equity shares of the Company.

4. DIRECTORS:

Mr. S.P. Kanwar, Mr. C.L Jain and Mr. O.P. Sharma, Directors of your Company, retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr. B.K. Arora, Director of the Company, ieftfor his heavenly abode during the year. The Board of Directors expressed profound grief and sorrow at the demise of Mr. B.K. Arora. Consequently the Board of Directors had appointed Mrs. ApinderSodhi as an Additional Director.

5. CORPORATE GOVERNANCE:

The Company has in place a system of Corporate Governance. A report on Corporate Governance forming part of the Annual Report ofthe Company is annexed hereto. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Corporate Governance Clause of the Listing Agreement is annexed to the report on Corporate Governance.

6. AUDITORS:

M/s. R. Dewan & Company, Chartered Accountants, Ludhiana, Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

7. AUDITORS'' REPORT:

The Auditors'' Report on the Accounts of the Company for the year under review is self-explanatory and requires no comments.

8. STATEMENT OF PARTICULARS OF EMPLOYEES:

During the year, no employee of the Company received a salary of more than * 60.00 lac. per annum or Rs. 5.00 lac. per month. Accordingly, no particulars of employees are to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956.

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

Particulars with respect to conservation of energy and other areas as per 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 are Nil.

10. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 21 7(2AA) of the Companies Act, 1956, the Directors confirm that-

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) Appropriate accounting policies have been selected and applied consistently, and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view ofthe state of affairs ofthe Company as at 31 st March, 2013 and of the profits of the Company for the year ended on 31st March, 2013;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; and

(iv) The annual accounts have been prepared on a going concern basis.

11. ACKNOWLEDGEMENT:

Your Directors are pleased to place on record their sincere gratitude to the Government and Business Constituents for their valuable co-operation and support to the Company. For and on behalf of the Board

Place: Ludhiana (S.P. Oswal)

Dated: 27th July, 2013 Chairman


Mar 31, 2012

The Directors of your Company have pleasure in presenting their 48th Annual Report on the affairs of the Company together with the Audited Accounts of the Company for the year ended 31st March, 2012.

1. FINANCIAL RESULTS :

The financial results for the year are as under : -

(Amount in Rs.)

PARTICULARS 2011-12 2010-11

Revenue from Operations 133,047,404 84,396,404

Other Income 12,305,042 8,521,004

Extra ordinary income being gain on disposal of fixed assets 538,834,927 -

Profit before Depreciation, Interest and Tax (PBDIT) 674,649,249 82,224,208

Interest and Financial Expenses - -

Profit before Depreciation & Tax (PBDT) 674,649,249 82,224,208

Depreciation 268,589 302,861

Profit before Tax (PBT) 674,380,660 81,921,347

Provision for

- Current Tax 124,500,000 11,300,000

- Deferred Tax - -

-tax adjustment for earlier years (2,910) -

Profit after Tax (PAT) 549,883,570 70,621,347

Balance brought forward 159,865,266 126,017,126

Profit available For Appropriations 709,748,836 196,638,473

Appropriations:

Proposed Dividend on Equity Shares 7,978,840 7,978,840

Corporate Dividend Tax on Proposed Dividend 1,294,367 1,294,367

Transfer to General Reserve 55,000,000 10,000,000

Transfer to Statutory Reserve 110,000,000 17,500,000

Balance carried to Balance Sheet 535,475,629 159,865,266

709,748,836 196,638,473

Earnings per Share (Rs.) 172.29 22.13

Dividend per Share (Rs.) 2.5 2.5

2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

a. FINANCIAL ANALYSIS :

During the year, the Revenue from operations was Rs. 133,047,404 as against Rs. 84,396,404 in the previous year. The Company earned other income of Rs. 12,305,042 during the year as against Rs. 8,521,004 during last year. The Company earned an extra ordinary income of Rs. 538,834,927 (Previous year Nil) by way of gain on disposal of fixed assets. The Company earned profit before depreciation, interest and tax of Rs. 674,649,249 as against Rs. 82,224,208 in the previous year. After providing for depreciation of Rs. 268,589 (Previous Year Rs. 302,861), current tax of Rs. 124,500,000 (Previous Year Rs. 11,300,000), the profit after tax was Rs. 549,883,570 as against Rs. 70,621,347 last year. The balance available for appropriation after adding balance in surplus account is Rs. 709,748,836. Out of this, a sum of Rs. 7,978,840 and Rs. 1,294,367 respectively have been appropriated towards proposed dividend and corporate dividend tax thereon, Rs. 55,000,000 is proposed to be transferred to General Reserve, Rs. 110,000,000 is proposed to be transferred to Statutory Reserve and the balance of Rs. 535,475,629 is proposed to be carried as surplus to the balance sheet.

b. RESOURCE UTILISATION : FIXED ASSETS

The net fixed assets as at 31st March, 2012 were Rs. 8,871,666 as against previous yearRs.s net fixed assets of Rs. 10,869,930. During the year, there were additions/ adjustments of fixed assets amounting to Rs. 133,700 (Previous Year, Rs. 185,268).

NET CURRENT ASSETS

The net current assets as on 31st March, 2012 were Rs. 747,162,156 as against Rs. 459,563,735 in the previous year.

c. FINANCIAL CONDITIONS AND LIQUIDITY :

Management believes that the Company's liquidity and capital resources are sufficient to meet its expected working capital needs and other anticipated cash requirements. The position of liquidity and capital resources of the Company is given below: -

(Amount in Rs.)

2011-12 2010-11

Cash and Cash Equivalents:

Beginning of the Year 1,736,076 62,557,363

End of the Year 1,520,769 1,736,076

Net Cash provided/(used) by:

Operating Activities 97,284,647 127,566,364

Investing Activities (88,226,747) (180,942,046)

Financing Activities (9,273,207) (7,445,605)

d. INTERNAL CONTROL SYSTEM :

The Company has well defined internal control system. The Company takes abundant care to design, review and monitor the working of internal control system. Internal audit in the organization is an independent appraisal activity and all significant issues are brought to the attention of the Audit Committee of the Board.

e. MANAGEMENT PERCEPTION OF RISK AND CONCERNS:

The Company is prone to all the financial risks and capital market fluctuations.

f. HUMAN RESOURCES/INDUSTRIAL RELATIONS:

The Company is not carrying on any manufacturing activity and no workers were employed during the year.

3. PUBLIC DEPOSITS:

The Company has not accepted and does not intend to accept any deposits from the public. As at 31st March, 2012, there are no outstanding/unclaimed deposits from the public.

4. DIVIDEND:

The Board of Directors of your Company is pleased to recommend a dividend of Rs. 2.50 per share on the fully paid-up equity shares of the Company.

5. DIRECTORS:

Mr. J.R. Singal, Mr. S.S. Bagai and Mr. B.K. Arora, Directors of your Company, retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

6. CORPORATE GOVERNANCE:

The Company has in place a system of Corporate Governance. A report on Corporate Governance forming part of the Annual Report of the Company is annexed hereto. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Corporate Governance Clause of the Listing Agreement is annexed to the report on Corporate Governance.

7. AUDITORS:

M/s. S.C. Vasudeva & Company, Chartered Accountants, New Delhi, Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting.

The Board of Directors of your Company has recommended M/s. R. Dewan & Company, Chartered Accountants, Ludhiana, to be appointed as Statutory Auditors of the Company for the Financial Year 2012-13. The Company has received a Certificate from the M/s. R. Dewan & Company, Chartered Accountants, to the effect that the appointment, if made will be in accordance with the limit specified u/s 224(1B) of the Companies Act, 1956.

8. AUDITORS' REPORT:

The Auditors' Report on the Accounts of the Company for the year under review is self-explanatory and requires no comments.

9. STATEMENT OF PARTICULARS OF EMPLOYEES:

During the year, no employee of the Company received a salary of more than Rs. 60.00 lacs per annum or Rs. 5.00 lacs per month. Accordingly, no particulars of employees are to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956.

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

Particulars with respect to conservation of energy and other areas as per Section 217(1)(e) of the Companies Act, 1 956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are Nil.

11. DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that-

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) Appropriate accounting policies have been selected and applied consistently, and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profits of the Company for the year ended on 31st March, 2012;

(iii) Proper and sufficient care has been taken 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; and

(iv) The annual accounts have been prepared on a going concern basis.

12. ACKNOWLEDGEMENT:

Your Directors are pleased to place on record their sincere gratitude to the Government and Business Constituents for their valuable co-operation and support to the Company.

For and on behalf of the Board

Place : Ludhiana (S.P. OSWAL)

Dated : 15th May, 2012 Chairman


Mar 31, 2011

The Directors of your Company have pleasure in presenting their 47th Annual Report on the affairs of the Company together with the Audited Accounts of the Company for the year ended 31st March, 2011.

1. FINANCIAL RESULTS :

The financial results for the year are as under: -

(Amount in Rs.)

PARTICULARS 2010-11 2009-10

Income from Operations 93,032,683 85,734,976

Other Income 8,521,004 10,148,281

Profit before Depreciation, 82,768,482 86,075,130 Interest and Tax (PBDIT)

Interest and Financial Expenses 544,274 258,178

Profit before Depreciation & 82,224,208 85,816,952 Tax (PBDT)

Depreciation 302,861 235,398

Profit before Tax (PBT) 81,921,347 85,581,554

Provision for

- Current Tax 11,300,000 12,400,000

Profit after Tax (PAT) 70,621,347 73,181,554

Balance brought forward 126,017,126 87,778,792

Balance available for appropriations 196,638,473 160,960,346

Appropriations:

Proposed Dividend on Equity Shares 7,978,840 6,383,072

Corporate Dividend Tax on Proposed 1,294,367 1,060,148 Dividend

Transfer to General Reserve 10,000,000 10,000,000

Transfer to Special Reserve under 17,500,000 17,500,000 Section 45-IC of the Reserve Bank of India Act, 1934

Balance carried to Balance Sheet 159,865,266 126,017,126 196,638,473 160,960,346

Earnings per Share (Rs.) 22.13 22.93

Dividend per Share (Rs.) 2.50 2.00

3. PUBLIC DEPOSITS:

The Company has not accepted and does not intend to accept any deposits from the public. As at 31st March, 2011, there are no outstanding/unclaimed deposits from the public.

4. DIVIDEND:

The Board of Directors of your Company is pleased to recommend a dividend of Rs. 2.50 per share on the fully paid-up equity shares of the Company.

5. DIRECTORS:

Mrs. Shakun Oswal, Mrs. Suchita Jain and Mr. Sachitjain, Directors of your Company, retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Mrs. Shakun Oswal has been appointed as an Executive Director of the Company w.e.f. 1 st June, 2011.

6. CORPORATE GOVERNANCE:

The Company has in place a system of Corporate Governance. A report on Corporate Governance forming part of the Annual Report of the Company is annexed hereto. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Corporate Governance Clause of the Listing Agreement is annexed to the report on Corporate Governance.

7. COMPLIANCE CERTIFICATE:

The Compliance Certificate for the year ended 31st March, 2011 as given by M/s. B.K. Gupta & Associates, Company Secretaries in practice, is annexed hereto and forms part of the Directors Report.

8. AUDITORS:

M/s. S.C. Vasudeva & Company, Chartered Accountants, New Delhi, Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

9. AUDITORS REPORT:

The Auditors Report on the Accounts of the Company for the year under review is self-explanatory and requires no comments.

10. STATEMENT OF PARTICULARS OF EMPLOYEES:

During the year, no employee of the Company received a salary of more than Rs. 60.00 lac. per annum or Rs. 5.00 lac. per month. Accordingly, no particulars of employees are to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars with respect to conservation of energy and other areas as per 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 are Nil.

12. GROUP:

The Company, inter-alia, along with the following entities, constitute a Group as defined under the Monopolies and Restrictive Trade Practices Act, 1969:-

a) Vardhman Textiles Limited

b) VTL Investments Limited

c) Adinath Investment and Trading Company

d) Devakar Investment and Trading Company Private Limited

e) Vardhman Special Steels Limited

13. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that -

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) Appropriate accounting policies have been selected and applied consistently, and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profits of the Company for the year ended on 31st March, 2011;

(iii) Proper and sufficient care has been taken 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; and

(iv) The annual accounts have been prepared on a going concern basis.

14. ACKNOWLEDGEMENT:

Your Directors are pleased to place on record their sincere gratitude to the Government and Business Constituents for their valuable co-operation and support to the Company.

For and on behalf of the Board

(S.P. OSWAL) Chairman

Place : Ludhiana Dated : 21st May, 2011


Mar 31, 2010

The Directors of your Company have pleasure in presenting their 46th Annual Report on the affairs of the Company together with the Audited Accounts of the Company for the year ended 31 st March, 2010.

1. FINANCIAL RESULTS :

The financial results for the year are as under: -

(Amount in Rs.)

PARTICULARS 2009-10 2008-09

Income from Operations 85,734,976 86,113,682

Other Income 10,148,281 7,000,542

Profit before Depreciation, Interest and Tax (PBDIT) 86,075,130 86,031,581

Interest and Financial Expenses 258,178 14,957

Profit before Depreciation & 85,816,952 86,016,624 Tax (PBDT)

Depreciation 235,398 157,525

Profit before Tax (PBT) 85,581,554 86,016,624

Provision for

- Current Tax 12,400,000 5,095,000

- Fringe Benefit Tax - 5000

Profit after Tax (PAT) 73,181,554 80,759,099

Balance brought forward 87,778,792 41,987,568

Balance available for appropriation 160,960,346 122,746,667

Appropriations:

Proposed Dividend on Equity Shares 6,383,072 6,383,072

Corporate Dividend Tax on Proposed 1,060,148 1,084,803 Dividend

Transfer to General Reserve 10,000,000 10,000,000

Transfer to Special Reserve under 17,500,000 17,500,000 Section 45-IC of the Reserve Bank of India Act, 1934

Balance carried to Balance Sheet 126,017,126 87,778,792

160,960,346 122,746,667

Earnings per Share (Rs.) 22.93 25.30

Dividend per Share (Rs.) 2.00 2.00

2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

a. FINANCIAL ANALYSIS :

During the year, the Income from operations was Rs. 85,734,976 as against Rs. 86,113,682 in the previous year. The Company earned other income of Rs. 10,148,281 during the year as against Rs. 7,000,542 last year. The Company earned profit before depreciation, interest and tax of Rs. 86,075,130 as against Rs. 86,031,581 in the previous year. After providing for interest and financial expenses of Rs.258,1 78 (Previous Year Rs. 14,957), depreciation of Rs.235,398 (Previous Year Rs. 1 57,525), current tax of Rs. 12,400,000 (Previous Year Rs. 5,095,000) and fringe benefit tax being nil (Previous Year Rs.5,000), the profit after tax was Rs. 73,181,554 as against Rs. 80,759,099 last year.

The balance available for appropriation after adding balance in surplus account is Rs. 160,960,346. Out of this, a sum of Rs. 6,383,072 and Rs. 1,060,148 respectively have been appropriated towards proposed dividend and corporate dividend tax thereon, Rs. 10,000,000 and Rs. 17,500,000 are proposed to be transferred to general reserve and special reserve respectively and the balance of Rs. 126,017,126 is proposed to be carried as surplus to the balance sheet.

b. RESOURCE UTILISATION :

FIXED ASSETS :

The gross fixed assets as at 31 st March, 2010 were Rs. 14,775,452 as against previous years gross fixed assets of Rs. 5,966,728. During the year, there were additions of fixed assets amounting to Rs. 8,808,724 (Previous Year Nil).

CURRENT ASSETS :

The net current assets as on 31st March, 2010 were Rs. 138,400,664 as against Rs. 49,862,305 in the previous year.

c. FINANCIAL CONDITIONS AND LIQUIDITY :

Management believes that the Companys liquidity and capital resources are sufficient to meet its expected working capital needs and other anticipated cash requirements. The position of liquidity and capital resources of the Company is given below: -

(Amount in Rs.)

2009-10 2008-09

Cash and Cash Equivalents:

Beginning of the Year 2,755,445 62,234,260

End of the Year 62,557,363 2,755,445

Net Cash provided/(used) by:

Operating Activities 14,154,624 29,563,845

Investing Activities 53,025,189 (81,657,683)

Financing Activities (7,377,895) (7,384,977)





d. INTERNAL CONTROL SYSTEM :

The Company has well defined internal control system. The Company takes abundant care to design, review and monitor the working of internal control system. Internal audit in the organization is an independent appraisal activity and all significant issues are brought to the attention of the Audit Committee of the Board.

e. MANAGEMENT PERCEPTION OF RISKS AND CONCERNS :

The Company is prone to all the financial risks and capital market fluctuations.

f. HUMAN RESOURCES/INDUSTRIAL RELATIONS :

The Company is not carrying on any manufacturing activity and no workers were employed during the year.

3. PUBLIC DEPOSITS :

The Company has not accepted and does not intend to accept any deposits from the public. As at 31st March, 2010, there are no outstanding/unclaimed deposits from the public.

4. DIVIDEND :

The Board of Directors of your Company is pleased to recommend a dividend of Rs. 2.00 per share on the fully paid- up equity shares of the Company.

5. DIRECTORS :

Mr. Sat Pal Kanwar, Mr. Bal Krishan Arora and Mr. Chaman Lai Jain, Directors of your Company, retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Dr. Ram Swarup Gupta resigned from the Directorship of the Company with effect from 1 3* May, 2009. The Board places on record its appreciation of the services rendered by Dr. Ram Swarup Gupta during his tenure as a Director of the Company.

Mr. Om Parkash Sharma was appointed as an additional Director during the year. The Company has received notice from a member proposing his candidature for appointment as a Director liable to retire by rotation.

6. CORPORATE GOVERNANCE :

The Company has in place a system of Corporate Governance. A report on Corporate Governance forming part ot the Annual Report of the Company is annexed hereto. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Corporate Governance Clause of the Listing Agreement is annexed to the report on Corporate Governance.

7. COMPLIANCE CERTIFICATE :

The Compliance Certificate for the year ended 31s1 March, 2010 as given by M/s. B K Gupta & Associates, Company Secretaries in practice, is annexed hereto and forms part of the Directors Report.

8. AUDITORS :

M/s. S.C. Vasudeva & Company, Chartered Accountants, New Delhi, Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

9. AUDITORS REPORT :

The Auditors Report on the Accounts of the Company for the year under review is self-explanatory and requires no comments.

10. STATEMENT OF PARTICULARS OF EMPLOYEES :

During the year, no employee of the Company received a salary of more than Rs. 24.00 lac. per annum or Rs. 2.00 lac. per month. Accordingly, no particulars of employees are to be given pursuant to the provisions of Section 21 7(2 A) of the Companies Act, 1956.

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

Particu lars with respect to conservation of energy and other areas as per 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 are Nil.

12. GROUP:

The Company, inter-alia, along with the following entities, constitute a Group as defined under the Monopolies and Restrictive Trade Practices Act, 1969:-

a) Vardhman Textiles Limited

b) VTL Investments Limited

c) Adinath Investment and Trading Company

d) Devakar Investment and Trading Company Private Limited

13. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to Section 21 7(2AA) of the Companies Act, 1956, the Directors confirm that -

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) Appropriate accounting policies have been selected and applied consistently, and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profits of the Company for the year ended on 31s March, 2010;

(iii) Proper and sufficient care has been taken 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; and

(iv) The annual accounts have been prepared on a going concern basis.

14. ACKNOWLEDGEMENT :

Your Directors are pleased to place on record their sincere gratitude to the Government and Business Constituents for their valuable co-operation and support to the Company.

For and on behalf of the Board

Place : Ludhiana (SUCHITA JAIN)

Dated : 6th May, 2010 Director

 
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