Home  »  Company  »  Vijay Textiles L  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Vijay Textiles Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 25th Annual Report and the Audited Statement of Accounts of the Company for the Financial Year ended 31st March 2015.

FINANCIAL RESULTS

The performance of the Company during the year has been as under:

(in Lakhs) Particulars 2014-2015 2013-2014

Total Revenue from operations 8960.00 11112.57

Profit Before Tax (1957.18) 71.92

Less: Taxation - -

a. Provision for Taxation - Current Year 0.00 13.70

b. Deferred Tax (30.31) (140.04)

Profit/(Loss) After Tax (1926.87) 198.26

Add: Profit brought forward from last year 754.04 555.78

Total available for appropriations (1172.83) 754.04

Less: Adjustment Relating to Fixed Assets 56.01 0.00

Balance carried forward to Balance Sheet (1228.84) 754.04

OPERATIONS

The sales and other income for the year were Rs. 8960.00 Lakhs and the net loss of Rs. 1926.87 Lakhs as compared to Rs. 11112.57 Lakhs of sales and other income and net profit of Rs. 198.26 Lakhs achieved in the last financial year respectively.

PERFORMANCE AND FUTURE OUTLOOK

Performance of your Company did not meet the expectations due to various factors that include recurring and persisting problems of power shortage, general economic slow down and other contributory factors like unanticipated reduction in other income and these had severely impacted its operations to a great extent. Adverse market environment is considered greatly responsible for lower turnover achieved by the Company as compared to the expectations and it dented its bottom line, which too remained much below the projected forecast.

Due to consistent pressure on operations, continuous stress on liquidity due to prevailing adverse market environment the overall impact on Company's liquidity position has remained under stress.

The industry is witnessing all around growth in the global scenario, which is coupled with rise in demand in the housing and infrastructure. Changing life styles and people's acumen to opt for sophisticated standards are the key factors in its growth pattern too. These factors will help the Company to achieve its projected growth out lined for the future.

EXTRACT OF ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act,2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT-9 is a part of this Annual Report is enclosed as Annexure - I

MEETINGS OF THE BOARD

The Board of Directors duly met seven times during the financial year from 1st April 2014 to 31ts March 2015. The dates on which the meetings were held as follows:

11th April 2014, 28th May 2014, 24th July 2014, 12th August 2014, 7th November 2014, 11th February 2015, and 28th March 2015.

DIRECTORS

As per the provisions of Section 149 and 152 of the Companies Act,2013,the shareholders at their 24th Annual General Meeting held on 30th September,2014, had approved the re-appointment of all the existing Independent Directors of the Company for tenure up to five consecutive years. None of the Independent Directors are liable to retire by rotation.

In accordance with Section 149 (7) of the Companies Act, 2013, each Independent Director has confirmed to the Company that he or she meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

During the year Shri K Bhupal Reddy, Independent Director of the Company resigned with effect from 11th February 2015 due to his pre-occupation. The Board places on record its deep appreciation for the valuable contribution made by him during his tenure as Director of the Company.

In accordance with Article 111 of the Company's Articles of Association, read with Section 152 of the Act, Shri R.Malhotra, Whole-time Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. A brief profile of Shri R Malhotra is given in the Corporate Governance section of Annual Report for reference to the shareholders.

In accordance with the provisions of the Companies Act, and listing agreement, Company has to appoint Women Director. The Company appointed Smt. Kamini Gupta, as Independent Director with effect from 11th February,2015.

KEY MANAGEMENT PERSONNEL

Shri S.Nagarajan, Company Secretary, is the Key Management Personnel of the Company in terms of the provisions of the Companies Act,2013.

APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

The assessment and appointment of members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential Board member is also assessed on the basis of independence criteria defined in Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

In accordance with Section 178(3) of the Companies Act, 2013, Clause 49 (IV) (B) of the Listing Agreement and on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management. The Policy is attached as an annexure to the Corporate Governance Report.

BOARD EVALUATION

In accordance with the provisions of the Act and Clause 49 of the Listing Agreement, the Board has carried out evaluation of its own performance, the performances of Committees of the Board, namely, Audit Committee, Risk Management Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee and also the Directors. The manner in which the evaluation was carried out and the process adopted has been mentioned out in the Report on Corporate Governance.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3) (C) and 134(5) of the Companies Act, 2013 and on the basis of explanation given by the executives of the Company and subject to disclosures in the Annual Accounts and also on the basis of discussions with the Statutory Auditors of the Company from time to time, we state as under:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgment 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;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the annual accounts on a going concern basis:

5. That the Directors have lain down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

STATUTORY AUDITORS

The Shareholders at their 24th Annual General Meeting (AGM) held on 30th September 2014, approved the re- appointment of M/S. Laxminiwas & Co., Chartered Accountants, as Statutory Auditors of the Company, to hold office from the conclusion of the 24th AGM up to the conclusion of the 27th AGM to be held in the year 2017.

In terms of first proviso of Section 139 of the Companies Act, 2013, the appointment of Statutory Auditor is subject to ratification by the Shareholders at every subsequent AGM. Accordingly, the Statutory Auditors, M/S.Laxminiwas & Co., Chartered Accountants, have confirmed their eligibility under Section 141 of the Companies Act, 2013, Rule 4 of the Companies (Audit and Auditors) Rules,2014 and Clause 41(1)(h) of the Listing Agreement.

The Audit Committee and the Board of Directors recommend the appointment of M/S. Laxminiwas & Co., Chartered Accountants, as Statutory Auditors of the Company from the conclusion of 25th AGM till the conclusion of 26th AGM, to the Shareholders for ratification.

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

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board has appointed Mr. Ajay Kishen, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The report of the Secretarial Auditor is enclosed herewith vide Annexure II of this Report.

Certain observations made in the report with regard to non filing of some forms were mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period. However, the Company would ensure in future that all the provisions are complied to the fullest extent.

Basing on the consent received from Mr. Ajay Kishen, Practicing Company Secretary and the recommendations of the Audit Committee, the Board has appointed Mr. Ajay Kisen, Practicing Company Secretary, as Secretarial Auditor of the Company for the financial year 2015-2016.

PARTICULARS OF LOANS GUARANTEES, OR INVESTMENTS

The Company has not granted any loans, investments, guarantees and securities

RELATED PARTY TRANSCATIONS

All related party transactions that were entered into during the financial tear were on arm's length basis and were in the ordinary course of business. There were no material significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management which may have a potential conflict with the interest of the Company at large.

All related party transactions were placed before the Audit Committee/Board for approval. Prior approval of the Audit Committee was obtained for the transactions which are foreseen and are in repetitive in nature.

None of the Directors have any pecuniary relationship or transactions with the Company, except payments made to them in the form of remuneration, rent, sitting fees and interest on unsecured loans.

The Company has not entered into any contracts/arrangements with related parties referred to Section 188(1) of the Companies Act, 2013 including certain arm length transaction during the year. Accordingly, no disclosure or reporting is required covered under this Section.

RESERVES

During the year your Company has not transferred any amount to General Reserve Account

DIVIDEND

The Board of Directors of your Company has not recommended any dividend for the financial year 2014-2015.

During the year dividend amounting to Rs. 3,70,782.75 that had not been claimed by the Shareholders for the year ended 31st March 2007 was transferred to the credit of Investor Education and Protection Fund as required under Section 124 read with Section 125 of the Companies Act 2013.

MATERIAL CHANGES AND COMMITMENTS, IF ANY

There are no major material changes and commitments affecting the financial position of the Company after the end of the financial year and up to date of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHAGE EARNIGS AND OUTGO

The particulars as prescribed under Section 134(3)(m) of the Companies Act, 1956, read with Companies (Accounts) Rules, 2014 are enclosed as Annexure III.

RISK MANAGEMENT POLICY

The Company has constituted a Risk Management Committee. The details of constitution of the Committee and its terms of reference are set out in the Report on Corporate Governance. The Company has formulated a Risk Management Policy under which various risks associated with the business operations are identified and risk mitigation plans have been put in place.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company fully acknowledges its social responsibilities being a conscientious corporate citizen and fully believes in discharging its obligations to the society at large. The Company sees this as an opportunity that shall play a pivotal role in helping the society and thus it continues to make concerted efforts in its work towards transformation of communities surrounding its work place as its humble contribution to the society.

CHANGES IN THE NATURE OF BUSINESS

During the year, there was no changes in the nature of business of the Company.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the year under review, the Company does not have any subsidiaries, joint ventures or associate Companies

FIXED DEPOSITS

The Company has not accepted or invited any Deposits covered under Chapter V of the Companies Act, 2013. and, a such, no amount of principal or interest was outstanding as on the date of the Balance Sheet. Accordingly, no disclosure or reporting is required in respect of details relating to deposits covered under this Chapter.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/ REGULATORS

During financial year 2015, there were no significant and / or material orders, passed by any Court or Regulator or Tribunal, which you may impact the going concern status or the Company's operations in future.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has adequate Internal Financial Controls commensurate with the nature of business and size of operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. .

The Company has its own corporate internal audit function to monitor and assess the adequacy and effectiveness of the Internal Financial Controls and system across all key processes covering various locations. Deviations are reviewed periodically and due compliance ensured. The Internal Audit findings are discussed and suitable corrective actions are taken as per the directions of Audit Committee on on-going basis to improve efficiency in operations. The Audit Committee reviews adequacy and effectiveness of the Company's internal financial control systems and monitors the implementation of audit recommendations.

VIGIL MECHANISM

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act,2013, a vigil Mechanism for Directors and employees to report genuine concerns has been established. It also provides for necessary safeguards for protection against victimization for whistle blowing in good faith.

CORPORATE GOVERNANCE

The Company has implemented all of its major stipulations as applicable to the Company. As stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance duly audited is appended as Annexure IV for information of the Members. A requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, is appended as Annexure V for information of the Members.

ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT

Your Company always believes in keeping the environment pollution free and is fully committed to its social responsibility. The Company has been taking utmost care in complying with all pollution control measures from time to time strictly as per the directions of the Government.

We would like to place on record out appreciation for the efforts made by the management and the keen interest shown by the Employees of your Company in this regard.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Compliance Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. During the year 2014-2015, there were no complaints received by the Committee.

PARTICLULARS OF EMPLOYEES

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.is appended as Annexure VI to this Report.

During the year NONE of the employees have received remuneration more than the limits specified under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.

CODE OF CONDUCT

Your Company has laid down a Code of Conduct for all Board Members and senior management of the Company. In pursuance of Clause 49 of the listing agreement, the declaration by the Managing Director of the Company affirming compliance with the Code of Conduct by the Directors and senior management personnel forms part of Corporate Governance Report.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, Government authorities, customers, vendors and members during the year under review. You Directors also wish to thank all the executives, staff and workers for their contribution and continued support throughout the year.

For and on behalf of the Board

Place : Secunderabad Vijay Kumar Gupta

Date : 22nd July, 2015 Chairman & Managing Director

Registered Office :

Surya Towers, Ground Floor,

104, Sardar Patel Road,

Secunderabad - 500 003


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 24th Annual Report and the Audited Statement of Accounts of the Company for the Financial Year ended 31st March 2014.

1. FINANCIAL RESULTS

The performance of the Company during the year has been as under:

(Rs in Lakhs) Particulars 2013-2014 2012-2013

Total Revenue from operations 11112.57 9613.34

Profit Before Tax 71.92 50.52

Less: Taxation

a. Provision for Taxation - Current Year 13.70 9.63

b. Deferred Tax

Profit/(Loss) After Tax 198.26 (81.37)

Add: Profit brought forward from last year 555.78 637.15

Total available for appropriations 754.04 555.78

Transfer to General Reserves - -

Balance carried forward to Balance Sheet 754.04 555.78

2. OPERATIONS

The sales and other income for the year were Rs. 11112.57 Lakhs and the net profit of Rs. 71.92 Lakhs as compared to Rs. 9613.34 Lakhs of sales and other income and net profit of Rs. 50.52 Lakhs achieved in the last financial year respectively.

3. PERFORMANCE AND FUTURE OUTLOOK

Performance of your company did not meet the expectations due to recurring and persisting problems of power shortage, general economic slow down and other contributory factors, which impacted its operations to a great extent. Although the company netted a slightly improved turnover, yet bottom line remained below the projected forecast resulting in lower performance.

Due to consistent pressure on operations, stress on liquidity due prevailing economic environment, your company decided to conserve its financial resources for operations and accordingly requested its lenders for realignment of present debt commitments in line with cash flows. Lenders have already approved the proposal for debt recast, and this would certainly strengthen the liquidity position and improve the operations in the long term. As a result your company is looking forward to better its performance and churn out better results in the current financial year and at the same time recouping itself well in order to meet its debt obligations timely once the gestation period of debt recast is over.

4. DIVIDEND

The Board of Directors of your Company has not recommended any dividend for the financial year 2013-14.

5. RESERVES

During the year your Company has not transferred any amount to General Reserve Account.

6. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND (IEPF)

According to Section 124 of the Companies Act, 2013, read with Investor Education and Protection Fund (Awareness and Protection of Investors) Rules 2001, the unclaimed dividend amounting to Rs. 1,54,920.30 (Rupees One Lakh Fifty Four Thousand Nine Hundred and Twenty and Paisa Thirty Only) pertaining to the year 2005-2006 towards final dividend, was transferred to the Investor Education and Protection Fund established by the Central Government during the year under review.

7. FIXED DEPOSITS

Your Company has not accepted or invited any Deposits and consequently no Deposits have matured/ become due for re-payment as on 31st March 2014.

8. DIRECTORS

The Board of Directors of your Company comprises of 6 (six) Directors as on the date of this report representing the optimum blend of professionalisms and having varied experience in different disciplines of corporate functioning. Of these, three Directors are Independent Directors.

Shri Susheel Kumar Gupta who was appointed as an Executive Director at 21st Annual General Meeting held on 2nd August 2011. Purusunat to the provisions of Section 152 of the Companies Act, 2013 and Article 111 of the Articles of Association of the Company, Shri Susheel Kumar Gupta is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment to the office of Directorship. Your Board of Directors recommend for his re-appointment.

Brief profile of Shri Susheel Kumar Gupta, the nature of his expertise in specific functional areas and the number of companies in which he holds Directorship and membership/Chairmanship of committees of the Board as stipulated under Clause 49 of the listing agreement with the stock exchanges, are provided in the section on Explanatory Statement to the Notice in this Annual Report. Members are requested to refer to the said section of the Notice.

Shri Vijay Kumar Gupta was appointed as Chairman and Managing Director of the Company with effect from 1st April 2009 by the Shareholders at the 19th Annual General Meeting of the Company held on 24th September 2009. The current term of office of Shri Vijay Kumar Gupta as Chairman and Managing Director of the Company expires on 31st March 2014. In view of the consistent efforts which have contributed to the growth of the organization and the sincere service rendered to the performance of the organization during his tenure as Chairman and Managing Director, the Board of Directors on the recommendation of the Nomination and Remuneration Committee, has decided to re-appoint Shri Vijay Kumar Gupta as Chairman and Managing Director of the Company for a further period of 5(Five) years effective from 1st April 2014 to 31st March 2019 under Section 196,197,203 and Schedule V of the Companies Act, 2013

and rules there under. The approval of the Members is being sought to the for the re-appointment of Shri Vijay Kumar Gupta as the Chairman and Managing Director and the remuneration payable to him and resolution pertaining to the same is contained in the notice calling Annual General Meeting.

The Companies Act, 2013 provides for appointment of Independent Directors Sub-section (10) of Section 149 of the Companies Act, 2013(effective from 1st April 2014) provides that Independent Director shall hold office for a term upto five consecutive years on the Board of a Company and shall be eligible for re- appointment on passing a Special Resolution by the Shareholders of the Company.

Further Sub-section (11) states that no Independent Director shall be eligible for more than two consecutive term of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in Sub- sections (6) of Section 152 of the Companies Act, 2013 shall not apply to such Independent Directors. The Securities Exchange Board of India (SEBI) vide its Circular No. CIR/CFD/POLICY CELL/2/2014 dated 17th April 2014 has amended the Clause 49 of the Listing Agreement and as per the amended Clause, the Directors who has already served as an Independent Director for five years or more in a Company as on 1st October 2014 shall be eligible for appointment, for one more term of up to five years only. Hence in view of the above stipulations, the appointment of the following Independent Directors for a term of five years is proposed in the ensuing Annual General Meeting.

1. Shri M. Srikanth Reddy

2. Shri K.Bhupal Reddy

3. Shri Sanjeev Kumar Agarwal

Accordingly, resolutions proposing appointment of Independent Directors forms part of the Notice of the Annual General Meeting. The Independent Directors as mentioned above, who are proposed to be appointed in the ensuing Annual General Meeting possess the required skills, experience and knowledge in the fields of finance, management, sales, administration, business strategy, corporate governance, corporate responsibility and other disciplines related to the company business. Brief profile of the aforesaid Directors, the nature of their expertise in specific functional areas and the number of companies in which they hold Directorship and Membership/Chairmanship of Committees of the Board, as stipulated under Clause 49 of the listing agreement with the stock exchanges, are provided in the section on Explnatory Statment to the Notice in this Annual Report. Members are requested to refer to the said section of the Notice.

The Board has formed different Committees at different intervals as per the requirement. The Board of Directors at its meeting held on 24th July 2014 has rechristened the existing Remuneration Committee as Nomination and Remuneration Committee and Investors Grievance Committee as Stakeholders Relationship Committee so as to be in line with what is prescribed under the Companies Act, 2013 and Clause 49 of the amended Listing Agreement with the Stock exchanges.

9. AUDITORS

In terms of the sub-section (2) of Section 139 of the Companies Act, 2013 (effective from 1st April 2014) no listed Company shall appoint or re-appoint an Auditing Firm for more than two terms of five consecutive years. Provided that the firms are eligible to be appointed or re-appointed in the same Company after five years from the completion of existing term. In pursuance of the above every listed company shall comply with this requirement within a transitional period of three years from the date of commencement of the Act. i.e.1st April 2014.

M/S. Laxminiwas & Co., Chartered Accountants the existing Auditors have been appointed on 2nd August 2011, as Statutory Auditors of the Company for auditing the annual financial statements of the Company for the financial year 2011-2012 and have not completed the permissible period of two terms of five years each as on date.

M/S.Laxminiwas & Co., the, Statutory Auditors of the Company, will retire at the conclusion of this Annual General Meeting and being eligible, they have offered themselves for re-appointment as Statutory Auditors until the conclusion of 27th Annual General Meeting to be held on 2017 subject to ratification at every Annual General Meeting of the Company. The Company has received a certificate from the Auditors to the effect that their re-appointment if made, would be in accordance with the conditions as specified under Section 141 of the Companies Act, 2013 read with Companies (Audit and Auditors ) Rules, 2014.The Directors recommend their re-appointment. A resolution proposing appointment of M/S. Laxminiwas & Co., Chartered Accountants as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 forms part of the Notice.

Comments of the Auditors on their report point number (xi) with regard to the defaulted in repayment of installment and interest to banks.

As your company has faced continuous problems due to external factors, causing liquidity constraint on its system, it has decided to approach its lenders with debt realignment proposal, which shall give your company enough leverage to streamline its operations and become self reliant once again to meet its debt obligations timely after the hiatus proposed therein. As envisaged in the proposal the Company shall get a gestation period of about 15 months from February 2014, to improve its liquidity and thus increase its productivity and sustain its operations.

10. COST AUDITORS

The Company had appointed M/S. Nageswara Rao & Co., Cost Accountants as Cost Auditor for conducting the audit of Cost Account record for the financial year 2014-2015.

The Company is seeking the ratification of the Shareholders for the payment of remuneration as provided in the explanatory statement to the resolution to M/S. Nageswara Rao & Co., Cost Accountants.

11. CORPORATE GOVERNANCE

The Company has implemented all of its major stipulations as applicable to the Company. The Statutory Auditor''s Certificate, in accordance with Clause 49 of the Listing Agreement is annexed with the Corporate Governance Report. The Managing Director and Chief Financial Officer have given a certificate to the Board with regard to the financial statements for the year ending 31st March 2014, as contemplated under Clause 49 of the Listing Agreement and the same is annexed with the Corporate Governance Report. A detailed report on Corporate Governance practices followed by your Company, in terms of Clause 49 of the Listing Agreement with the stock exchanges, is provided separately in this Annual Report. The Members are requested to refer the same.

12. INTERNAL AUDIT & CONTROLS

Your Company continues to engage M/S. Sankaran & Krishnan, Chartered Accountants as its Internal Auditors. Your Company continued to implement their suggestions and recommendations to improve the internal controls. Their scope of work includes review of operational efficiency, effectiveness of systems and processes, compliances and assessing the internal control strengths in all areas. Internal Auditors findings are discussed and suitable corrective actions are taken as per the directions of Audit Committee on an on-going basis to improved efficiency in operations.

The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations.

13. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, is annexed, forming a part of the Director''s Report. The Members are request to refer to the same.

14. CORPORATE SOCIAL RESPONSIBILITY

The company fully acknowledges its social responsibilities being a conscientious corporate citizen and fully believes in discharging its obligations to the society at large. The company sees this as an opportunity that shall play a pivotal role in helping the society and thus it continues to make concerted efforts in its work towards transformation of communities surrounding its work place as its humble contribution to the society.

15. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3)(c) of the Companies Act, 2013 and on the basis of explanation given by the executives of the Company and subject to disclosures in the Annual Accounts and also on the basis of discussions with the Statutory Auditors of the Company from time to time, we state as under:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgment 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;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the annual accounts on a going concern basis;

16. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT

Your Company always believes in keeping the environment pollution free and is fully committed to its social responsibility. The Company has been taking utmost care in complying with all pollution control measures from time to time strictly as per the directions of the Government.

We would like to place on record our appreciation for the efforts made by the management and the keen interest shown by the Employees of your Company in this regard.

17. PARTICLULARS OF EMPLOYEES

Your Company has no employee whose remuneration exceeds the limits proscribed under Section 217(2A) of the Companies Act, 1956. Hence, the information required under the said section, read with Companies (Particulars of the Employees) Rules,1975, has not been given in the report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE EARNINGS AND OUTGO

Information on Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required to be disclosed under Section 134(3)(m) of the Companies Act, 2013, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules,1988 are provided in a separate statement attached hereto and forming part of this report.

19. INFORMATION UNDER MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006

This information as required to be disclosed has been determined to the extent such parties have been identified on the basis of information available with the Company as stated under Note 7 on notes forming part of the Balance Sheet.

20. CODE OF CONDUCT

Your Company has laid down a Code of Conduct for all Board Members and senior management of the Company. In pursuance of Clause 49 of the listing agreement, the declaration by the Managing Director of the Company affirming compliance with the Code of Conduct by the Directors and senior management personnel forms part of Corporate Governance Report.

21. ACKNOWLEDGEMENTS

The Directors wish to acknowledge and record their appreciation of the continued support and assistance received by your Company from its Bankers viz. State Bank of India, State bank of Hyderabad and Axis Bank Limited and Officials of the concerned Departments of the State and Central Governments. The Directors also wish to thank all the employees for their contribution and continued support throughout the year and the Members for the confidence reposed by them in the Management.

For and on behalf of the Board

Place : Secunderabad Vijay Kumar Gupta Date : 24th July 2014 Chairman & Managing Director


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 23rd Annual Report and the Audited Statement of Accounts of the Company for the Financial Year ended 31st March, 2013.

1. FINANCIAL RESULTS

The performance of the Company during the year has been as under:

(Rs. in Lakhs) Particulars 2012-2013 2011-2012

Total Revenue from operations 9613.34 10073.63

Profit Before Tax 50.52 108.16

Less:Taxation

a. Income Tax - Earlier Years 0.04

b. Provision for Taxation - Current Year 9.63 21.64

c. Deferred Tax 122.26 35.03

Profit / (Loss) After Tax (81.37) 51.45

Add: Profit brought forward from last year 637.15 610.70

Total available for appropriations 555.78 662.15

Transfer to General Reserves 25.00

Balance carried forward to Balance Sheet 555.78 637.15

2. OPERATIONS

The sales and other income for the year were Rs. 9613.34 Lakhs and the net profit of Rs. 50.52 Lakhs as compared to Rs. 10073.63 Lakhs of sales and other income and net profit of Rs 108.16 Lakhs achieved in the last financial year respectively.

General economic slowdown, acute power shortage coupled with heavier load restrictions and levy of VAT on textiles are the major factors that considerably affected the performance of the company resulting in lower turnover and profitability. The profitability was greatly impacted by higher cost of funds and rising costs overall as well.

3. TECH-PARK PROJECT

Pursuant to its decision to disinvest in the tech- park project the company, during the year, has entered in to a Deed of Cancellation with the developer Company for withdrawing from the project. The developer company is in the process of refunding the amount paid by our company towards this project and is expected to complete the transaction including payment of compensation amount in the next one year.

4. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205 A (5) of the Companies Act, 1956 the Company has transferred an amount of Rs. 71,806.80 pertaining to the year 2004-2005 and an amount of Rs.1,37,217.15 towards interim dividend pertaining to the year 2005-2006 which had remained unpaid or unclaimed for a period of 7 years to the Investors Education and Protection Fund.

5. RESERVES

During the year your Company has not transferred any amount to General Reserves Account.

6. FIXED DEPOSITS

Your Company has not accepted or invited any Deposits and consequently no Deposits have matured/ become due for re-payment as on 31st March, 2013.

7. DIRECTORS

Pursuant to the provisions of the Companies Act, 1956 and Articles of Association of the Company, Shri K.Bhupal Reddy retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The brief particulars of the Directors seeking re-appointment at the ensuing Annual General Meeting is being annexed to the Annual Report.

8. AUDITORS

M/s. Laxminiwas Neeth & Co., Chartered Accountants, Statutory Auditors of the Company, retires at the forthcoming Annual General Meeting and is eligible for re-appointment.

9. COST AUDITORS

The Cost Accounts records maintained by the Company for the products manufactured are subject to yearly audit by the qualified Cost Auditors. Your Company has appointed Nageswara Rao & Co., Cost Accountants as Cost Auditors for conducting the audit of Cost Account records for financial year 2012-2013. The Cost Audit Report shall be submitted to the Central Government within the stipulated period.

10. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT

Your Company always believes in keeping the environment pollution free and is fully committed to its social responsibility.The Company has been taking utmost care in complying with all pollution control measures from time to time strictly as per the directions of the government.

We would like to place on record our appreciation for the efforts made by the Management and the keen interest shown by the Employees of your Company in this regard.

11. CORPORATE GOVERNANCE

Your Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, forming part of the Annual Report along with the Auditors'' Certificate on its compliance. The Company shares are listed at Bombay Stock Exchange Limited and Madras Stock Exchange Limited.

12. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this Report and is annexed hereto.

13. CORPORATE SOCIAL RESPONSIBILITY

The Company fully acknowledges its social responsibilities being a conscientious corporate citizen and fully believes in discharging its obligations to the society at large. The company sees this as an opportunity that shall play a pivotal role in helping the society and thus it continues to make concerted efforts in its work towards transformation of communities surrounding its work place as its humble contribution to the society.

14. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2 AA) of the Companies Act, 1956 and on the basis of explanation given by the executives of the Company and subject to disclosures in the Annual Accounts and also on the basis of discussions with the Statutory Auditors of the Company from time to time, we state as under:

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. That the Directors have selected such accounting policies and applied them consistently and made judgment 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. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

15. STATUTORY INFORMATION

A. Particulars of Employees:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended the names and other particulars of the employees are given in Annexure (2) to the Director''s Report.

B. Conservation of Energy, Foreign Exchange etc.

Information on Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are provided in a separate statement attached hereto and forming part of this report.

16. INFORMATION UNDER MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006

This information as required to be disclosed has been determined to the extent such parties have been identified on the basis of information available with the Company as stated under Note 7 on notes forming part of the Balance Sheet.

17. EMPLOYEE RELATIONS

Your Directors are pleased to record the appreciation for the sincere and dedicated services of the employees and workmen at all levels.

18. ACKNOWLEDGEMENTS

The Directors wish to acknowledge and record their appreciation of the continued support and assistance received by your Company from its Bankers viz., State Bank of India, State bank of Hyderabad and Axis Bank Limited and Officials of the concerned Departments of the State and Central Governments. The Directors also wish to thank all the employees for their contribution and continued support throughout the year and the Members for the confidence reposed by them in the Management.

For and on behalf of the Board Place : Secunderabad Vijay Kumar Gupta

Date:30th May, 2013 Chairman & Managing Director


Mar 31, 2011

Dear Members,

Your Directors have pleasure in presenting the 21st Annual Report and the Audited Statement of Accounts of the Company for the Financial Year ended 31st March 2011.

1. FINANCIAL RESULTS

The performance of the Company during the year has been as under:

(Rs in Lakhs)

Particulars 2010-2011 2009-2010

Sales and Other Income 13185.26 12201.08

Net Profit for the year 925.59 528.65

Less: Taxation

a. Income Tax - Earlier Years (16.69) (19.21)

b. Provision for Taxation

- Current Year 202.36 89.51

c. Deferred Tax 69.44 87.28

Profit After Tax 670.48 371.07

Add: Profit brought forward from last year 573.88 810.44

Total available for appropriations 1244.36 1181.51

Proposed Dividend 115.00 92.00

Corporate Tax on Dividend 18.66 15.63

Transfer to General Reserves 500.00 500.00

Balance carried forward to Balance Sheet 610.70 573.88



2. DIVIDEND

Your Directors have recommended a Dividend of 10% for the financial year ended 31st March, 2011, which if approved at forthcoming Annual General Meeting, will be paid to (i) all those Equity Shareholders whose names appear in the Register of Members as on 25th July 2011 and (ii) to those whose names as beneficial owners as furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as at the close of business on 25th July,2011.

3. OPERATIONS

The sales and other income for the year were Rs 13185.26 Lakhs and net profit of Rs 670.48 Lakhs as compared to Rs 12201.08 Lakhs of sales and other income and net profit of Rs 371.07 Lakhs achieved in the last financial year respectively.

The year under review witnessed fluctuations in cotton prices, magnitude of which has not been recorded before. Your Company has sustained the steep rise in prices by meticulously planning its working capital funds for procuring adequate stocks at competitive prices and maintained an uninterrupted production schedule. However, there has been some impact of political disturbances on the retail segment, which recorded lower sale as compared to its projected forecast for the year in review.

During the year under review your Company has completed the commissioning of phase II of the Embroidery Section at Rajapoor Factory. Under this expansion the Company has added 9 more machines imported from Japan taking the tally of embroidery machines to 18 and have thus augmented its capacity in line with the increasing demand for embroidered fabric. Your Company has benefited immensely from this expansion.

Your Company's infrastructure project named as Tech-Park has progressed for its completion. The Company has successfully negotiated with three new lessees, which are companies of repute for leasing out the entire area of 201400 SFT in its newly developed "Tech-Park" and has received confirmed letter of intents from these companies.

4. FUTURE PLANS

Buoyed by success of its first embroidery venture for in house embroidery on its products, and the expansion undertaken in the phase II of the unit, the Company is now gearing up to expand the facility by setting up third phase of the embroidery facility. The Company intends to import 21 more sets of embroidery machines from Japan in addition to its existing strength of 18 sets of machines and hope to commence operations of the new phase III in the 3rd quarter of the current financial year. Demand for embroidered fabric is on the increase as machine embroidered products are having more consumer acceptability and mass appeal.

Your Company has successfully tied up for leasing out the entire rentable area of 201400 SFT in the newly developed infrastructure project named as Tech-Park at Hi-Tec City in Hyderabad. The lessees are companies of repute and standing. Your Company shall start receiving the lease rental income from second quarter of the current financial year. With the commercialization of this project your Company shall start receiving tax-free income under the Industrial Park Scheme being eligible for tax holiday under the Income Tax Act. Thus the income from Tech-Park shall improve the bottom line of your Company to a good extent.

5. RESERVES

During the year your Company has transferred an amount of Rs 500.00 Lakhs to General Reserves Account.

6. FIXED DEPOSITS

Your Company has not accepted or invited any Deposits and consequently no Deposits have matured/ become due for re-payment as on 31st March 2011.

7. DIRECTORS

Pursuant to the provisions of the Companies Act, 1956 and Articles of Association of the Company, Shri M. Srikanth Reddy retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The brief particulars of the Directors seeking appointed/re-appointed at the ensuing Annual General Meeting, is being annexed to the Annual Report.

8. AUDITORS

The Auditors, M/s. Laxminiwas & Jain, Chartered Accountants, Statutory Auditors, retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

9. COST AUDITORS :

The cost accounts records maintained by the Company for the products manufactured are subject to yearly audit by the qualified Cost Auditors. Your Company has appointed Shri. A.V.N.S. Nageswara Rao, a qualified Cost Auditors for conducting the audit of Cost Account records for financial year 2010-2011.

10. ENVIRONMENT AND HUMAN RESOURCE DEVELOPMENT

Your Company always believes in keeping the environment pollution free and is fully committed to its social responsibility. The Company has been taking utmost care in complying with all pollution control measures from time to time strictly as per the directions of the government. In particular, your Company has laid special emphasis on this aspect at its manufacturing facility at Rajapoor commissioned in 2007 as explained in this report above.

We would like to place on record our appreciation for the efforts made by the Management and the keen interest taken by the Employees of your Company in this regard.

11. CORPORATE GOVERNANCE

Your Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, forming part of the Annual Report along with the Auditors' Certificate on its compliance. The Company shares are listed at Bombay Stock Exchange Limited and Madras Stock Exchange Limited.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this Report and is annexed hereto.

13. DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to the requirements of Section 217(2 AA) of the Companies Act, 1956 and on the basis of explanation given by the executives of the Company and subject to disclosures in the Annual Accounts and also on the basis of discussions with the Statutory Auditors of the Company from time to time, we state as under:

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

ii. That the Directors had selected such accounting policies and applied them consistently and made judgement 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. That the Directors had 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. That the Directors had prepared the annual accounts on a going concern basis;

14. STATUTORY INFORMATION

A. Particulars of Employees :

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended the names and other particulars of the employees are given in Annexure (2) to the Director's Report.

B. Conservation of Energy, Foreign Exchange etc.

Information on Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are provided in a separate statement attached hereto and forming part of this report.

15. INFORMATION UNDER MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006

This information as required to be disclosed has been determined to the extent such parties have been identified on the basis of information available with the Company as stated under Notes on Accounts vide Serial No: 4 of Schedule 21 B.

16. EMPLOYEE RELATIONS

Your Directors are pleased to record the appreciation for the sincere and dedicated services of the employees and workmen at all levels.

17. ACKNOWLEDGEMENTS

The Directors wish to acknowledge and record their appreciation of the continued support and assistance received by your Company from its Bankers viz. State Bank of India, Axis Bank Limited, Central Bank of India and Officials of the concerned Departments of the State and Central Governments.The Directors also wish to thank all the employees for their contribution and continued support throughout the year and the Members for the confidence reposed by them in the Management.

For and on behalf of the Board

Place : Secunderabad Vijay Kumar Gupta

Date:26th May 2011. Chairman & Managing Director




Mar 31, 2010

The Directors have pleasure in presenting the 20th Annual Report and the Audited Statement of Accounts of the Company for the Financial Year ended 31st March 2010.

1. FINANCIAL RESULTS

The performance of the Company during the year has been as under:

(Rs. in Lakhs)

2009-2010 2008-2009

Sales and Other Income 12201.08 11802.39

Net Profit for the year 528.65 641.81

Less: Taxation

a. Income Tax - Earlier Years (19.21) 0.03

b. Provision for Taxation - Current Year 89.51 139.90

c. Fringe Benefit Tax - 8.03

d. Deferred Tax 87.28 84.73

Profit After Tax 371.07 409.12

Add: Profit brought forward from last year 810.44 1035.86

Total available for appropriations 1181.51 1444.98 Proposed Dividend 92.00 115.00 Corporate

Tax on Dividend 15.63 19.54

Transfer to General Reserves 500.00 500.00

Balance carried forward to Balance Sheet 573.88 810.44

2. DIVIDEND

Your Directors have recommended a Dividend of 8% for the financial year ended 31st March, 2010, which if approved at forthcoming Annual General Meeting, will be paid to (i) all those Equity Shareholders whose names appear in the Register of Members as on 20th September,2010 and (ii) to those whose names as beneficial owners are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as at the end of business on 20th September,2010.

3. OPERATIONS

The sales and other income for the year were Rs.12201.08 Lakhs and net profit of Rs.528.65 Lakhs as compared to Rs. 11802.39 Lakhs of sales and other income and net profit of Rs.641.81 Lakhs achieved in the last financial year respectively. The marginal decrease in profit for the year is on account of increased cost of funds due to hardening of interest rates by banks and outgo on account of foreign exchange fluctuations outgo in Foreign Currency Demand Loans availed by your company.

Your company has opened its fourth & fifth Furnishing Mall in the twin cities of Hyderabad and Secunderabad at Dilsukhnagar and A.S. Rao Nagar on 25th June, 2009 and 21st September, 2009 respectively. These malls are truly state of the art works having world class infrastructure that provides very congenial ambience to the clientele. The malls are very ideally located in the midst of rapidly developing upscale markets and offer the entire range of products of the company.

Your companys infrastructure project named as "Tech-Park" is progressing albeit with delays owing to market conditions, now at a steady pace and is expected to be put to commercial operations in the second half of the current financial year.

4. FUTURE PLANS

Your Company has achieved grand success in its foray in to retail segment, precisely because of its long expertise in manufacturing and wholesale trade and core experience gained from the retail activity. The companys latest ventures viz. Dilsukhnagar and A.S. Rao Nagar Showrooms are such fine examples of its vision and retail strategy as the new mega retail showrooms have proved to be an instant success from the word go.

Your Company shall continue to harbor its plans for further retail expansion in other potential areas in the Twin Cities of Hyderabad and Secunderabad besides other metros in a phase manner.

Besides, your Company is continuing to strive to further strengthen its well networked wholesale business across the Country.

Buoyed by success of its first embroidery venture for in house embroidery on its products, the company is now gearing up to expand the facility by setting up second phase of the embroidery facility. The company intends to import 9 more sets of embroidery machines from Japan in addition to its existing strength of 9 sets of machines and hope to commence operations of the new phase by October, 2010.

The tech-park project is progressing now and is expected to be completed for operations in the second half of current financial year. Your company will be able to derive the advantages as envisaged under the scheme of Central Government for development of I.T. Parks such as tax free holiday and various other incentives once the project becomes operational. The project once completed will substantially add to your companys income by way of lease rental income, thus greatly improving its profitability further. Your company has projected lease rental income of Rs.18-20 Crores from this project. The company is also moving towards advanced stage for entering into lease agreements with the prospective STPI approved multinational and Indian companies of repute in the near future. The delay in completion and leasing out this property is attributed to global slowdown which has greatly impacted this sector in particular. However, as the scenario is changing albeit slowly, your company is hopeful of realizing its dream project in the second half of the financial year in progress.

5. RESERVES

During the year your Company has transferred an amount of Rs 500.00 Lakhs to General Reserves Account.

6. FIXED DEPOSITS

Your Company has not accepted or invited any Deposits and consequently no Deposits have matured/ become due for re-payment as on 31st March, 2010.

7. DIRECTORS

Pursuant to the provisions of the Section 260 of the Companies Act,1956 and Article 94 of the Article of Association of the Company, Shri Sanjeev Kumar Agarwal was appointed as an Additional Director with effect from 7th August,2010.Shri Sanjeev Kumar Agarwal would hold office up to the date of Annual General Meeting . The Company has received a notice in writing from a member proposing the candidature of Shri Sanjeev Kumar Agarwal for the office of Director, liable to retire by rotation.

Pursuant to the provisions of the Companies Act,1956 and Articles of Association of the Company, Shri K. Srinivas Reddy retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The brief particulars of the Directors seeking appointed/re-appointed at the ensuing Annual General Meeting, is being annexed to the Annual Report.

8. AUDITORS

The Auditors, M/s. Laxminiwas & Jain, Chartered Accountants, Statutory Auditors, retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

9. COST AUDITORS:

The cost accounts records maintained by the Company for the products manufactured are subject to yearly audit by the qualified Cost Auditors. Your Company has appointed Shri. A.V.N.S. Nageswara Rao, a qualified Cost Auditors for conducting the audit of Cost Account records for financial year 2009-2010.

10. ENVIRONMENT AND HUMAN RESOURCE DEVELOPMENT

Your company always believes in keeping the environment pollution free and is fully committed to its social responsibility. The Company has been taking utmost care in complying with all pollution control measures from time to time strictly as per the directions of the government. In particular, your company has laid special emphasis on this aspect at its new manufacturing facility at Rajapoor commissioned recently as explained in this report above.

We would like to place on record our appreciation for the efforts made by the Management and the keen interest taken by the Employees of your Company in this regard.

11. CORPORATE GOVERNANCE

Your Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, forming part of the Annual Report along with the Auditors Certificate on its compliance. The Company shares are listed in the stock exchange of Bombay Stock Exchange Limited.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this Report and is annexed hereto.

13. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2 AA) of the Companies Act, 1956 and on the basis of explanation given by the executives of the Company and subject to disclosures in the Annual Accounts and also on the basis of discussions with the Statutory Auditors of the Company from time to time, we state as under:

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

ii. That the Directors had selected such accounting policies and applied them consistently and made judgment 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. That the Directors had 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. That the Directors had prepared the annual accounts on a going concern basis;

14. STATUTORY INFORMATION

A. Particulars of Employees:

In terms of the provisions of Section 217(2A) of the Companies Act,1956, read with the Companies (Particulars of Employees ) Rules, 1975 as amended the names and other particulars of the employees are is given in Annexure( 2) to the Directors Report .

B. Conservation of Energy, Foreign Exchange etc.

Information on Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are provided in a separate statement attached hereto and forming part of this report.

15. INFORMATION UNDER MICRO,SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT,2006

This information as required to be disclosed has been determined to the extent such parties have been identified on the basis of information available with the Company as stated under Notes on Accounts vide SL No :3 of Schedule 21 B.

16. EMPLOYEE RELATIONS

Your Directors are pleased to record their appreciation for the sincere and dedicated services of the employees and workmen at all levels.

17. ACKNOWLEDGEMENTS

The Directors wish to acknowledge and record their appreciation of the continued support and assistance received by your Company from its Bankers viz. State Bank of India, Axis Bank Limited, Central Bank of India and Officials of the concerned Departments of the State and Central Governments. The Directors also wish to thank all the employees for their contribution and continued support throughout the year and the Members for the confidence reposed by them in the Management.

For and on behalf of the Board

Place : Secunderabad Vijay Kumar Gupta

Date:17th May 2010. Chairman & Managing Director



 
Subscribe now to get personal finance updates in your inbox!