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Directors Report of VIP Clothing Ltd.

Mar 31, 2015

THE MEMBERS MAXWELL INDUSTRIES LTD.

The Directors of your Company are pleased to present, the 25thAnnual Report, on the working and the progress of the Company, along with audited financial statement of the Company for the financial year ended on 31st March, 2015 and Report of the Auditors thereon.

1. FINANCIAL RESULTS

(Rs. in Lakhs) Current Year Previous Year Ended 31/03/2015 Ended 31/03/2014

Profit before Interest, Depreciation & Income Tax 2833.73 2426.87

Interest (1254.21) (1269.85)

Depreciation (490.65) (351.05)

Profit Before Tax 1088.87 805.97

Provision for Income Tax - Current (385.55) 230.98

Provision for Income Tax - Deferred 12.89 (42.33)

Tax adjustment for previous year (17.34) -

Profits for the year 698.87 532.66

2. DIVIDEND

Current Year Previous Year Ended 31/03/2015 Ended 31/03/2014

On 5% Redeemable Preference Shares 19.74 59.25

On Equity Shares 189.23 126.15

The Directors have recommended a dividend of 15% i.e. Rs. 0.30 (Thirty) paisa per Equity Share of Rs. 2/- each and 5% i.e. Rs. 5/- (Five) per 5% Redeemable Preference Share of Rs. 100/- each for the financial year ended on 31st March, 2015. This Dividend of Rs. 208.97 Lakhs along with dividend distribution tax of Rs. 41.78 Lakhs will absorb Rs. 250.75 Lakhs.

3. OPERATIONS

During the year under review, the Company recorded a turnover of Rs. 26,110 Lakhs as against Rs. 25,742 Lakhs in the previous year, registering marginal growth of 1.42%. The Company had reorganised its organisational structure by converting functional based working system to Strategic Business Unit (SBU) by allocating various Brands to each SBU. The Company sees an opportunity to grow by focusing on each Brand by way of a SBU. The Company had realigned its product mix so as to focus on the high margin product and curtailing the low margin product.

The Net Profit Before Tax stood at Rs. 108.87 Lakhs as against Rs. 805.97 and Profit After Tax is stood at Rs. 698.87 Lakhs in the current year as against Rs. 532.66 Lakhs in the previous year. The Company benefited on account of reduction in yarn price and conservative approach on spending on advertisement.

4. TRANSFER TO RESERVE

During the year under review, your Company transferred Rs. 70 Lakhs to the General Reserve Account and Rs. 789.97 Lakhs to Capital Redemption Reserve Account, out of the amount available for appropriations and an amount of Rs. 481.81 Lakhs retained in the Profit & Loss Account.

5. SUBSIDIARY

Your Company does not have any Subsidiary Company.

6. FIXED DEPOSIT

Your Company did not accept any fixed deposits from public during the year.

7. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance practice followed by the Company, together with the certificate from Company's Auditors confirming the compliance on Corporate Governance forms an integral part of this report.

8. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 as on 31st March, 2015, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure - B.

9. NUMBER OF MEETING OF THE BOARD

The Board of Directors met 8 (Eight) times in the financial year 2014-15. The maximum interval between any two meetings did not exceed 120 days. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

10. WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company (www.maxwell.in). The Audit Committee shall oversee the Vigil Mechanism.

11. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The detailed of this policy is explained in Corporate Governance Report.

12. RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Equity Listing Agreement, your Company has formulated a Policy on Related Party Transactions. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval and also the Company has developed Related Party Transactions framework through Standard Operating Procedures for the purpose of identification and monitoring of such transactions.

All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business and that provisions of Section 188 of the Companies Act, 2013 are not attracted. There are no material related party transactions during the year under review with the promoters, Directors or Key Managerial Personnel.

13. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The CSR Committee was constituted by the Board of Directors of the Company at its meeting held on 23rd July, 2014. The CSR Policy of the Company and the details about the initiatives taken by the Company on Corporate Social Responsibility during the year are as per the annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure - C to this Report.

14. RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

Your Company has set up a Risk Management Committee in accordance with the requirements of Listing Agreement and framed the policy to monitor the risks and their mitigating actions.

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of operations. These systems are routinely tested and certified by Statutory as well as Internal Auditor and cover all offices, factories and key business areas. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company's risk management policies and systems.

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

Your Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavour of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment.

Your Company has constituted Internal Complaints Committee (ICC).

During the year ended 31st March, 2015, no complaints pertaining to sexual harassment was received by the Committee.

16. DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanation obtained by them your Directors make the following statement in term of Section 134(3)(c) of the Companies Act, 2013 that:

(a) the preparation of the annual financial statement of the Company for the financial year ended on 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on 31st March, 2015;

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

(d) the Directors have prepared the annual financial statement on a going concern basis; and

(e) the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and operating effectively.

(f) 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.

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

18. AUDITORS

M/s. Attar & Company, Chartered Accountants, hold office as auditor of the Company until the conclusion of the forthcoming Annual General Meeting and is eligible for re-appointment in accordance with Section 139, 142 and other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rule, 2014. It is proposed to appoint them as Auditor of the Company from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company.

19. COST AUDITORS

The Company had submitted Cost Audit Report for the financial year 2013-14 with the Ministry of Corporate Affairs. However, there has been no notification till date, covering our industry for the purpose of Cost Audit for the financial year 2014-15.

20. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and Rule made thereunder, the Company has appointed Mr. Rakesh Sanghani, Practicing Company Secretary (C.P No.6302) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure - D and forms an integral part of this Report.

21. BOARD INDEPENDENCE

Our definition of 'Independence' of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchanges and Section 149(6) of the Companies Act, 2013. Based on the confirmation/disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013:

1. Mr. Robin Banerjee

2. Mr. Gopal Sehjpal

3. Mr. Chetan Sheth

4. Dr. Arvind Kulkarni

5. Mrs. Meher Castelino

22. STATUTORY INFORMATION

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Account) Rules, 2014 is given in Annexure - A to this report.

None of the Employees of the Company are in receipt of Rupees Sixty Lakhs per annum or Rupees Five Lakhs per month during the year under review. Accordingly, no particulars of Employees are given pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014.

The information required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 and forming part of the Directors Report for the year ended 31st March, 2015 is given in a separate Annexure - B to this Report.

The above Annexure is not being sent along with this Report to the members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members interested in obtaining a copy of the annexure may write to the Company Secretary at the Company's Registered Office. The aforesaid annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before the 25th Annual General Meeting and upto the date of the ensuing Annual General Meeting during business hours on working days.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his spouse and dependent children) more than two per cent of the Equity Shares of the Company.

The Business Responsibility Reporting as required by Clause 55 of the Listing Agreement with the Stock Exchange is not applicable to your Company for the financial year ending 31st March, 2015.

23. REDEMPTION OF 5% REDEEMABLE PREFERENCE SHARES

The Company had redeemed its 1st trench of 3,94,984 - 5% Redeemable Preference Shares of Rs.100/- each on 31st July, 2014 and 2nd trench of 3,94,984 on 31st January, 2015 and the last i.e 3rd trench will be redeemed on 31st January, 2016 as per the terms of issue and allotment of 5% Redeemable Preference Shares.

24. ACKNOWLEDGEMENT

The Directors of your Company acknowledge with deep sense of appreciation the encouragement, support and co-operation received by the Company from its Bankers viz. State Bank of India, IDBI Bank Limited, HDFC Bank Limited, BSE Limited, National Stock Exchange of India Limited, Members, Suppliers and Esteemed Customers of the Company.

25. CAUTIONARY STATEMENT

Statement made in the Annual Report including those stated under the caption "Management Discussion and Analysis" describing the Company's plan, projections and expectations may constitute "forward looking statement" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

For and on behalf of the Board

Place: Mumbai J. K. Pathare Date: 30th May, 2015 (Chairman) DIN: 00203211

Registered Office: Plot No.C-6, Road No.22, MIDC, Andheri (East) Mumbai 400 093




Mar 31, 2014

Dear members,

The Directors of your Company are pleased to present, the 24th Annual Report, on the working and the progress of the Company, along with audited accounts, for the financial year ended on 31st March, 2014 and Report of the Auditors thereon.

FINANCIAL RESULTS (Rs. in Lakhs)

Current Year Previous Year ended ended 31/03/2014 31/03/2013

Profit before Interest, Depreciation & Income Tax 2426.88 2170.45

Less : Interest 1269.86 1391.52

Less : Depreciation 351.05 340.42

Profit Before Tax 805.97 438.51

Less : Provision for income tax - Current 230.98 105.70

Less : Provision for income tax - Deferred 42.33 51.30

Add : Tax adjustment for previous year 0.00 3.00

Profits for the year 532.66 284.51

DIVIDEND

Current Year Previous Year ended ended 31/03/2014 31/03/2013

On 5% Redeemable Preference Shares 59.25 59.25

On Equity Shares 126.15 157.69

The Directors have recommended a dividend of 10% on Equity Shares i.e. Rs. 0.20 (Twenty) paisa per Equity Share of Rs. 2/- each and 5% on Redeemable Preference Shares Rs. 5/- (Five) per Preference share of Rs. 100/- each for the financial year ended on 31st March, 2014. This Dividend of Rs. 185.40 Lakhs along with dividend distribution tax of Rs. 31.50 Lakhs will absorb Rs. 216.91 Lakhs.

OPERATIONS

During the year under review, the Company recorded a net turnover of Rs. 25,742 Lakhs as against Rs. 24,947 Lakhs in the previous year, registering an increase of 3.19%. The Company faced problems in optimizing the labour complement of operators at its factories.The impact of Government schemes, for rural employment, had some impact on the supply front. Apart from attrition and additional cost involved in training, this also had an impact on the production, thereby effecting supplies. To address these issues, the company has drawn up plans, to augment it present capacity of dormitory workers, with the building up of an additional dormitory, for which suitable land is available inside the factory campus in Thingalur. Similiar efforts, are also being contemplated at Umbergaon factory. By adopting such strategy, the company plans to overcome these issues.

The Net Profit Before Tax stood at Rs. 805.97 Lakhs as against Rs. 438.51 Lakhs in the previous year and Profit After Tax is stood at Rs. 532.66 Lakhs in the current year as against Rs. 284.51 Lakhs in the previous year.

FIXED DEPOSIT

Your Company did not accept any fixed deposits from public during the year.

SUBSIDIARY

Your Company does not have any subsidiary Company.

DIRECTORS

In terms of the Companies Act, 2013 ("Act") Independent Directors are required to be excluded while computing the number of Directors to retire by rotation. Accordingly it is proposed to change the terms of office of Mr. Sunil Pathare and Mr. Kapil Pathare from Director non- retiring to Director retiring by rotation.

As of the date of this report, Mr. Robin Banerjee, Mr. Gopal Sehjpal, Mr. Chetan Sheth and Mr. Arvind Kulkarni are Independent Directors as per Clause 49 of the Listing Agreement and were appointed under the Companies Act, 1956 as Directors liable to retire by rotation. In order to give effect to the applicable provision of Section 149 and 150 of the new Companies Act, 2013, it is proposed that these Directors be appointed as Independent Director, to hold office for five consecutive years, for a term upto March 31st 2019.

The Company has received declaration from all the Independent Director of the Company confirming that they meet the criteria of Independence as prescribed under the applicable provision of Section 149 of the Act and under Clause 49 of the Listing Agreement with the Stock Exchange.

AUDITORS

M/s. Attar & Company, Chartered Accountants, holds office as auditors of the Company until the conclusion of the forthcoming Annual General Meeting and is eligible for re-appointment in accordance to Section 139,142 and other applicable provisions of the Companies Act, 2013 and of the Companies (Audit and Auditors) Rules, 2014. It is proposed to re-appoint them as Auditor of the company from the conclusion of this Annual General Meeting until the completion of the next Annual General Meeting of the Company.

COST AUDITORS

The Central Government vide its notification dated 3rd June, 2011 under the Companies (Cost Accounting Record) Rules, 2011 directed the Company to get the cost accounting record been audited by Practicing Cost Auditor and submit the cost audit report with Ministry of Corporate Affairs.

The Company has appointed Mr. Sushil Kumar Agarwal of M/s. S.K. Agarwal & Associates, Practising Cost Accountants as a Cost Auditor of the Company, for the issue of Cost Audit Report for the financial year 2013-14.

The Company had submitted the Cost Audit Report for the financial year 2012-13 with the Ministry of Corporate Affairs.

However there has been no notification till date, covering the industry for the purpose of Cost Audit for the financial year 2014-15.

PERSONNEL

The Human asset is very vital to the Company and the Company regards its employees as its strength and accords high priority to training and development of employees. Your directors placed on record the appreciation, efforts and dedication of the employees in supporting the various initiatives of the Company.

Information Pursuant to Section 217 of the Companies Act, 1956.

Energy conservation, technology absorption & Foreign Exchange earning & Outgo.

The information required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, with respect to conservation of energy, technology absorption, foreign exchange earnings/outgo, are set out in the Annexure to this report.

Particulars of Employees:

Pursuant to the amendment in Companies (particulars of employees) Rules, 2011 vide notification No. GSR 289(E) dated 31.03.2012 issued by Ministry of Corporate Affairs, none of the employee of the Company were in receipt of Rs. Sixty Lakhs per annum or Rs. Five Lakhs per Month during the year under review. Accordingly, no particulars of Employees are given pursuant to the provisions of Section 217(2A) of Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY

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

* In the preparation of the annual accounts, the applicable accounting standards have been followed.

* Appropriate accounting principles 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 as at 31st March, 2014 and of the profits of the Company for the period ended on 31st March, 2014.

* 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 safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

* The annual accounts have been prepared on going concern basis.

CORPORATE GOVERNANCE

The Company is committed to maintain highest standards of Corporate Governance. The Securities and Exchange Board of India (SEBI) has introduced a code of Corporate Governance for listed companies which are implemented through the Listing Agreement with the Stock Exchanges, in which the Company''s shares are listed. A separate report on Corporate Governance form a part of the Annual Report.

REDEMPTION OF 5% REDEEMABLE PREFERENCE SHARES

The Company had issued and allotted the 24,35,000, 5% Redeemable Preference Shares of Rs. 100/- each on 1st February, 2006, redeemable after 31st January 2016 with an option to the Company to redeem it at the end of the 8th, 9th and 10th Year, in three equal installment. The Company had bought back 12,50,050 5% Redeemable Preference Shares (6,20,600 shares in FY. 2010-11) and (6,29,450 shares in FY 2011-12).

As per the terms, the Company exercises its options to redeem its 5% Redeemable Preference Shares in three equal installments which is due from the end of 8th year. The Company will redeemed (along with the dividend) its 1st trench of 3,94,984 of 5% Redeemable Preference Shares of Rs. 100/- each on or before 31st July 2014.

ACKNOWLEDGMENT

The Directors of your Company acknowledge with deep sense of appreciation the encouragement, support and co-operation received by the Company from its Bankers viz. State Bank of India, IDBI Bank Limited, HDFC Bank Limited, Kotak Mahindra Bank Limited, BSE Limited, National Stock Exchange of India Limited, Shareholders, Suppliers and Esteemed Customers of the Company.

CAUTIONARY STATEMENT

Statement made in the Annual Report including those stated under the caption "Management Discussion and Analysis" describing the Company''s plan, projections and expectations may constitute "forward looking statement" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

For and on behalf of the Board

Place: Mumbai J.K. Pathare Date: 23rd July, 2014 (Chairman)

Registered Office: Plot No.C-6, Road No.22, MIDC, Andheri (East) Mumbai 400 093


Mar 31, 2013

To, THE MEMBERS OF MAXWELL INDUSTRIES LTD.

The Directors of your Company are pleased to present, the 23rd Annual Report, on the working and the progress of the Company, along with audited accounts, for the financial year ended on 31st March, 2013 and Report of the Auditors thereon.

FINANCIAL RESULTS

(Rs. in Lakhs)

Current Year Previous Year ended 31/03/2013 ended 31/03/2012

Profit before Interest, Depreciation & Income Tax 2170.45 1872.50

Less : Interest 1391.52 1491.33

Less : Depreciation 340.42 352.17

Profit before tax on ordinary activities 438.51 29.00

Profit on exceptional items 587.21

Profit before tax 438.51 616.21

(Less): Provision for income tax - Current 105.70 123.74

(Less): Provision for income tax - Deferred 51.30 20.60

Profit after tax 281.51 471.87

Add/(Less): Tax adjustment for previous year 3.00 (7.81)

Profits for the year 284.51 464.06

DIVIDEND

(Rs. in Lakhs)

Current Year Previous Year ended 31/03/2013 ended 31/03/2012

On buy back of 5% Redeemable Preference Shares 21.35

5% Redeemable Preference Shares 59.25 59.25

Equity Dividend 157.69 189.23



The Directors have recommended a dividend of 12.50% on Equity Shares Rs. 0.25 (Twenty Five) paisa per Equity Share of Rs. 2/- each and 5% on Redeemable Preference Shares Rs. 5/- (Five) per Preference Share of Rs. 100/- each for the financial year ended on 31st March, 2013. This Dividend of Rs. 216.94 Lakhs along with dividend distribution tax of Rs. 35.19 Lakhs will absorb Rs. 252.13 Lakhs.

OPERATIONS

During the year under review, the Company recorded a turnover of Rs. 24,947 Lakhs as against Rs. 21,990 Lakhs in the previous year, registering an increase of 13.45% driven by higher volumes in the brands and improved price realization. The sales volume could have been higher but for after the effect of zero % (percentage) excise duty on branded garment, the trade expecting a roll back on the price of the finished goods, reduces their off take, resulting in a serious drop of sales during the last quarter of the financial year. The Net Profit Before Tax stood at Rs. 438.51 Lakhs as against Rs. 29.00 Lakhs (Rs. 288.25 from continuing operations Less Rs. 259.25 Lakhs from discontinuing operations) and exceptional capital profit NIL during the current year against Rs. 587.21 Lakhs in the previous year and Profit After Tax is stood at Rs. 284.51 Lakhs in the current year as against Rs. 464.06 Lakhs in the previous year.

During the financial year, the Company had spent a substantial amount on Advertisement and Sales Promotion activities to keep momentum in the market.

All the manufacturing units are presently running at its normal capacity. During the year under review, there was fire, which broke out at our Thingalur Stitching unit. There was damage to a portion of the building and machinery on the floor, some Raw Material, WIP and Finish Goods kept on the floor were damaged by fire. The entire Building, Plant and Machinery and Inventory have been insured on replacement basis and the Company expects to get its claim settled shortly. There was no loss of life or injury in the accident which happened around mid night. After the accident, the Company had been in a position to regularize its operation and restore normalcy within a week''s time. As on date, the damaged building has been reconstructed and the assets lost replaced.

FIXED DEPOSIT

Your Company did not accept any fixed deposits from public during the year.

SUBSIDIARY

Your Company does not have any Subsidiary Company.

DIRECTORS

Mr. Chetan Sheth, Director of the Company, retire by rotation and being eligible, offer himself for re-appointment.

Dr. Arvind Kulkarni, Director of the Company, retire by rotation and being eligible, offer himself for re-appointment.

The office term of Mr. Sunil J. Pathare, as a Vice Chairman & Managing Director of the Company, expires on 16th July, 2013. The Remunerations Committee and Board of Directors of the Company at their meeting held on 15th May, 2013 approved the re-appointment of Mr. Sunil J. Pathare as a Vice Chairman and Managing Director of the Company for the further period of 3 (Three) years effective from 1st April, 2013 to 31st March, 2016. The details of his re-appointment and remuneration are disclosed in the Notice of Annual General Meeting.

The office term of Mr. Kapil J. Pathare, as a Whole time Director of the Company, expires on 30th June, 2013. The Remunerations Committee and Board of Directors of the Company, at their meeting held on 15th May, 2013 approved the re-appointment of Mr. Kapil J. Pathare as a Whole time Director of the Company for the further period of 3 (Three) years effective from 1st April, 2013 to 31st March, 2016. The details of his re-appointment and remuneration are disclosed in the Notice of Annual General Meeting.

AUDITORS

M/s. Attar & Company, Chartered Accountants, holds office as auditors of the Company until the conclusion of the forthcoming Annual General Meeting and is eligible for re-appointment.

COST AUDITORS

The Central Government vide its notification dated 3rd June, 2011 under the Companies (Cost Accounting Record) Rules, 2011 directed the Company to get the cost accounting record been audited by Practising Cost Auditor for the financial year 2012-13 and submit the Cost Audit Report with Ministry of Corporate Affairs.

The Company has appointed Mr. Sushil Kumar Agarwal of M/s. S.K. Agarwal & Associates, Practising Cost Accountants as a Cost Auditor of the Company, for the issue of Cost Audit Report for the financial year 2012-13.

The Company had submitted the Compliance Report for the financial year 2011-12 with the Ministry of Corporate Affairs.

PERSONNEL

The Industrial Relations scenario are cordial. The Company regards its employees as its strength and accords high priority to training and development of the employees. Your Directors placed on record the appreciations, efforts and dedication of the employees in supporting the various initiatives of the Company.

Information Pursuant to Section 217 of the Companies Act, 1956.

Energy conservation, technology absorption & Foreign Exchange earning & Outgo.

The information required to be disclosed under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, with respect to conservation of energy, technology absorption, foreign exchange earnings / outgo, are set out in the Annexure to this report.

Particulars of Employees:

Pursuant to the amendment in Companies (particulars of employees) Rules, 2011 vide notification No. GSR 289(E) dated 31.03.2011 issued by Ministry of Corporate Affairs, none of the employee of the Company were in receipt of Rupees Sixty Lakhs per annum or Rupees Five Lakhs per Month during the year under review. Accordingly, no Particulars of Employees are given pursuant to the provisions of Section 217(2A) of Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2002 the Directors confirm that:

-I n the preparation of the annual accounts, the applicable accounting standards have been followed.

-Appropriate accounting principles 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 as at 31st March, 2013 and of the profits of the Company for the period ended on 31st March, 2013.

-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 safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

-The annual accounts have been prepared on going concern basis.

CORPORATE GOVERNANCE

The Company is committed to maintain highest standards of Corporate Governance. The Securities and Exchange Board of India (SEBI) has introduced a code of Corporate Governance for Listed Companies which are implemented through the Listing Agreement with the Stock Exchanges, in which the Company''s shares are listed. A separate report on Corporate Governance form a part of the Annual Report.

ACKNOWLEDGEMENT

The Directors of your Company acknowledge with deep sense of appreciation the encouragement, support and co-operation received by the Company from its Bankers viz. State Bank of India, IDBI Bank Limited, HDFC Bank Limited, Kotak Mahindra Bank Limited, SIDBI, Bombay Stock Exchange Limited, National Stock Exchange of India Limited, Shareholders, Suppliers and Esteemed Customers of the Company.

CAUTIONARY STATEMENT

Statement made in the Annual Report including those stated under the caption "Management Discussion and Analysis" describing the Company''s plan, projections and expectations may constitute "forward looking statement" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

Place: Mumbai For and on behalf of the Board

Date: 15th May, 2013

Registered Office J.K. Pathare

Plot No.C-6, Road No.22, (Chairman)

MIDC, Andheri (East)

Mumbai 400 093


Mar 31, 2012

THE MEMBERS MAXWELL INDUSTRIES LTD.

The Directors of your Company are pleased to present, the 22M Annual Report, on the working and the progress of the Company, along with audited accounts, for the financial year ended on 31st March, 2012 and Report of the Auditors thereon.

FINANCIAL RESULTS (Rs in Lakhs)

Current Year Previous Year Ended Ended 31/03/2011 31/03/2011

Profit before Interest, Depreciation & Income Tax 1,913.75 2,041.76

Less Interest 1,493.09 1,369.72

Less : Depreciation 391.66 431.84

Profit before tax on ordinary activities 29.00 240.20

Profit on exceptional items 587.21 -

Profit before tax 616.21 240.20

(Less): Provision for income tax - Current & FBT 123.74 -

(Less): Provision for income tax - Deferred 20.60 37.17

Profit after tax 471.87 203.03

Add/(Less): Tax adjustment for previous year (7.81) (39.71)

Profits for the year 464.06 163.32

DIVIDEND (Rs in Lakhs)

Current Year Previous Year Ended Ended 31/03/2011 31/03/2011

On buy back of 5% Redeemable Preference Shares 21.35 14.11

5% redeemable Preference Shares 59.25 90.72

Equity Dividend 189.23 63.08

The Directors have recommended a dividend of 15 % on Equity Shares (Thirty paisa per Equity Share of Rs 21- each) and 5% on Redeemable Preference Shares (Rs 51- per share of Rs 100/- each) for the financial year ended on 31s1 March, 2012. This Dividend of Rs 248.48 lakhs along with dividend distribution tax of Rs 30.70 Lakhs will absorb Rs 279.18 Lakhs. The Company has paid the Dividend Rs 21.35 Lakhs and Dividend Distribution Tax of Rs 9.61 Lakhs on Buy back of Preference Shares.

OPERATIONS

During the year under review, the Company recorded a Hosiery turnover of Rs 21,990 Lakhs as against Rs 22,372 Lakhs in the previous year.

The operation of the Company was seriously affected in the area of processing of greige fabric. The High Court of Tamil Nadu had passed strictures shutting down all the processing units in and around Tirupur, including the Company's unit located at Perundurai in Tamil Nadu.

Due to this, the Company faced serious problem in the production of finished fabric which impacted the Company's production of finished products. The Company had to source production facilities from places like Kolkata, Mumbai etc to meet the requirement of its Tamil Nadu stitching unit, which resulted in high cost and operational time. The Company's 60% production orginates from Tamil Nadu. The closure of Perundurai processing unit, resulted in serious drop in production and hence sales. After implementing CAPEX at Perundurai processing unit as suggested by the Monitoring Committee, now we are happy to inform that we are one of the few companies which has been permitted to restart.

COMPLETION OF SALE/DISPOSAL OF SPINNING BUSINESS AT GOBICHETTIPALAYAM

The Members had approved by way of Special Resolution, the Sale of Spinning Business of the Company on Slum Sale basis situated at Gobicheittpalayam fora consideration of Rs 3900 Lakhs to M/s. M C Spinners Private Limited.

The Company has completed the sale transaction in the month of December, 2011 by receiving total consideration of Rs 3,900 Lakhs for transfer of fixed assets and net current assets and made a capital profit of Rs 587 Lakhs.

The Company's Gobi unit was supplying about 50% of its yarn requirement; now after sale of Gobi unit the entire quantity is being outsourced either as yarn or as finished fabric directly from the market.

FIRE BROKE OUT IN STITCHING UNIT ATTHINGALLUR

During the current financial year, afire broke out at the center building oftheThingalur stitching unit in Tamil Nadu. This resulted in loss to the plant & machinery and building and raw material, work in progress and finished goods stock on the floor. There was no loss of life or injury in this accident. It took almost ten hours to put out the blaze. The Company's property/stocks have all been adequately insured. The Company production facility has been reoriented so that the loss of production due to fire could be minimized.

FIXED DEPOSIT

Your Company did not accept any fixed deposits from public during the year.

SUBSIDIARY

Your Company does not have any subsidiary Company.

DIRECTORS

Mr. Gopal Sehjpal, Director of the Company, retire by rotation and being eligible, offer himself for re-appointment.

Dr.Arvind Kulkarni, Director of the Company, retire by rotation and being eligible, offer himself for re-appointment.

Mr. Robin Banerjee, Director of the Company, retire by rotation and being eligible, offer himself for re-appointment.

AUDITORS

M/s Attar & Company, Chartered Accountants, holds office as auditors of the Company until the conclusion of the forthcoming Annual General Meeting and is eligible for re-appointment.

COST AUDITORS

The Central Government vide its notification dated 3r" June, 2011 under the Companies (Cost Accounting Record) Rules, 2011 directed the Company to maintain the Cost accounting record for the financial year 2011-12 and obtain the Compliance Report from the practising cost auditor and also vide notification dated 3rd June, 2011 under the Companies (Cost Audit Report) Rules, 2011 directed the Company to get the cost accounting record been audited by Practising Cost Auditor for the financial year 2012-13 and submit the cost audit report with Ministry of Corporate affairs.

The Company has appointed Mr. Sushil Kumar Agarwal of M/s. S.K. Agarwal & Associates, Practising Cost Accountants as a Cost auditor, for issue of Compliance Report for the financial year 2011-12 and Cost audit report for the financial year 2012-2013.

The Compliance Report for the financial year ended 31st March, 2012 will be filed within the prescribed period.

PERSONNEL

The Industrial relations with employees continued to be cordial through out the year. Various initiatives in training program which included in house, on the job as well as external training were carried out to enhance managerial and technical skills. Employees have taken initiatives in developing inhouse Quality assurance system and 5-S implementation programme on shop floor. Job enlargement / enrichment among the existing employees have given positive impact on payroll. Your Directors placed on record the appreciation, efforts and dedication of the employees in supporting the various initiatives of the Company.

Information Pursuant to Section 217 of the Companies Act, 1956.

Energy conservation, technology absorption & Foreign Exchange earning & Outgo.

The information required to be disclosed under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, with respect to conservation of energy, technology absorption, foreign exchange earnings / outgo, are set out in the Annexure to this report.

Particulars of Employees:

Pursuant to the amendment in Companies (particulars of employees) Rules, 2011 vide notification No. GSR 289(E) dated 31.03.2011 issued by Ministry of Corporate Affairs, none of the employee of the Company were in receipt of Rs. Sixty Lacs per annum or Rs Five Lacs per Month during the year under review. Accordingly, no particulars of Employees are given pursuant to the provisions of Section 217(2A) of Companies Act, 1956.

DIRECTORS' RESPONSIBILITY

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2002 the Directors confirm that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed.

- Appropriate accounting principles 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 as at 31st March, 2012 and of the profits of the Company for the period ended on 31s1 March, 2012.

- 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 safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The annual accounts have been prepared on going concern basis.

CORPORATE GOVERNANCE

The Company is committed to maintain highest standards of Corporate Governance. The Securities and Exchange Board of India (SEBI) has introduced a code of Corporate Governance for listed companies which are implemented through the Listing Agreement with the Stock Exchanges, in which the Company's shares are listed. A separate report on Corporate Governance form a part of the Annual Report.

BUY BACK OF 5% REDEEMABLE PREFERENCE SHARES

The Buyback of 6,29,450 - 5% Redeemable Preference Shares were kept on hold in the last financial year due to price of basic raw material was increased substantially in that financial year.

During the financial year under review, the Board of Directors of the Company after reviewing the financial position of the Company within its power, approved the Buyback of 6,29,450 - 5% Redeemable Preference Shares of Rs 100/- each at par, as per the provision of Section 77Aand rules made there under Companies Act, 1956.

ACKNOWLEDGEMENT

The Directors of your Company acknowledge with deep sense of appreciation the encouragement, support and co-operation received by the Company from its Bankers viz. State Bank of India, IDBI Bank Limited, HDFC Bank Limited, Kotak Mahindra Bank Limited and SIDBI, Bombay Stock Exchange Limited, National Stock Exchange of India Limited, shareholders, suppliers and esteemed customers of the Company.

CAUTIONARY STATEMENT

Statement made in the Annual Report including those stated under the caption "Management Discussion and Analysis" describing the Company's plan, projections and expectations may constitute "forward looking statement" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

Mumbai For and on behalf of the Board

Date: 14th May, 2012

Registered Office J.K. Pathare

PlotNo.C-6,RoadNo.22, (Chairman)

MIDC,Andheri(East)

Mumbai 400093


Mar 31, 2011

THE MEMBERS

MAXWELL INDUSTRIES LTD.

The Directors of your Company, are pleased to present, the 21st Annual Report, on the working and the progress of the Company, along with audited accounts, for the financial year ended on 31st March, 2011 and Report of the Auditors thereon.

FINANCIAL RESULTS

(Rupees in Lakhs)

Current Year Previous Year Ended Ended 31/03/2011 31/03/2010

Profit before Interest, Depreciation & Income Tax 1994.11 2638.74

Less Interest 1322.09 1136.32

Less : Depreciation 431.84 435.15

Profit before tax 240.18 1067.27

(Less): Provision for income tax - Current & FBT 0.00 (329.28)

(Less): Provision for income tax - Deferred (37.17) (36.07)

Profit after tax 203.01 701.92

Add/(Less): Tax adjustment for previous year (39.17) (48.87)

Profits for the year 163.30 653.05

DIVIDEND

(Rupees in Lakhs)

Current Year Previous Year Ended Ended 31/03/2011 31/03/2010

On buy back of 5% Redeemable Preference Shares 14.11 0.00

5% redeemable Preference Shares 90.72 121.75

Equity Dividend 63.08 252.31

The Directors have recommended a dividend of 5% on Equity Shares (10 paisa per Equity Share of Rs.2/- each) and 5% on Redeemable Preference Shares (Rs.5/- per share of Rs. 100/- each) for the financial year ended on 31st March, 2011. This Dividend of Rs. 153.80 lakhs along with dividend distribution tax of Rs.24.95 lakhs will absorb Rs. 178.75 lakhs. The Company has paid the Dividend of Rs.14.11 lakhs and Dividend Distribution Tax of Rs. 2.34 lakhs on Buy back of Preference Shares.

OPERATIONS

During the year, your Company has achieved sales of Rs.229.48 crores, as against Rs.211.39 crores in the previous year. Sales for hosiery business was Rs. 221.58 crores against Rs. 203.17 crores in the previous year representing an increase of 9.06 % growth over the previous year. The external sales of the Spinning Division was Rs.7.73 crores against Rs.8.22 crores in the previous year.

The year 2010-11 had been a turbulent year for the textile industries. The prices of main raw materials i.e Cotton & Yarn showed an unprecedented increase with the input price rising by more than 85% in the financial year, putting the entire cost structure into severe strain.

Apart from this, the processing facility in the south were affected due to closure notice issued resulting from strictures passed by Hon'ble High Court of Tamil Nadu, on the issue of pollution and effluent treatment. The Company's unit at Perundurai had to be shut, resulting in disruption in processing activities of the Company. The Company has now incurred capex to up grade the effluent treatment facility at Perundurai and is awaiting the clearance to restart the unit.

Further the imposition of Excise duty on all branded textile products in the month of February, 2011 had an affect on depressing the sales for the month of March, 2011.

All these had an impact on sales, stocks and profitability of the Company.

SALE/ DISPOSAL OF SPINNING DIVISION AT GOBI.

As members are aware that, Board had sought the approval of members of the Company for sale/disposal of Spinning Division of Company situated at Gobichettipalayam, Erode in terms of Section 293(1 )(a) of the Companies Act, 1956.

FIXED DEPOSIT

Your Company did not accept any fixed deposits from public during the year.

SUBSIDIARY

Your Company does not have any subsidiary Company.

DIRECTORS

Mr. Chetan Sheth, Director of the Company, retire by rotation and being eligible, offer himself for re-appointment.

Mr. Manish Chhajed, Director of the Company, retire by rotation and being eligible, offer himself for re-appointment.

AUDITORS

M/s Attar & Company, Chartered Accountants, holds office as auditors of the Company until the conclusion of the forthcoming Annual General Meeting and is eligible for re-appointment.

PERSONNEL

The Industrial relations with employees continued to be cordial through out the year. Various initiatives in training program which included in house, on the job as well as external training were carried out to enhance managerial and technical skills. Employees have taken initiatives in developing in house Quality assurance system and 5-S implementation programme on shop floor. Job enlargement/ enrichment among the existing employees have given positive impact on efficiency. Your Directors placed on record the appreciation, efforts and dedication of the employees in supporting the various initiatives of the Company.

Information Pursuant to Section 217 of the Companies Act, 1956.

Energy conservation, technology absorption & Foreign Exchange earning & Outgo.

The information required to be disclosed under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, with respect to conservation of energy, technology absorption, foreign exchange earnings / outgo, are set out in the Annexure to this report.

Particulars of Employees:

Pursuant to the amendment in Companies (particulars of employees) Rules, 2011 vide notification No. GSR 289(E) dated 31.03.2011 issued by the Ministry of Corporate Affairs, none of the employees of the Company were in receipt of Rs. Sixty Lakhs per annum or Rs. Five Lakhs per month during the year under review. Accordingly, particulars of Employees are not given pursuant to the provisions of Section 217(2A) of Companies Act, 1956.

DIRECTORS' RESPONSIBILITY

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2002 the Directors confirm that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed.

- Appropriate accounting principles 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 as at 31st March, 2011 and of the profits of the Company for the period ended on 31st March, 2011.

- 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 safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The annual accounts have been prepared on going concern basis.

CORPORATE GOVERNANCE

The Company is committed to maintain highest standards of Corporate Governance. The Securities and Exchange Board of India (SEBI) has introduced a Code of Corporate Governance for listed companies which are implemented through the Listing Agreement with the Stock Exchanges, in which the Company's shares are listed. A separate report on Corporate Governance form a part of the Annual Report.

BUY BACK OF 5% REDEEMABLE PREFERENCE SHARES

The members had passed on 15th May, 2010, a Special Resolution under Section 77Aof the Companies Act, 1956 enabling the Company and its Board of Directors to Buy Back upto 12,50,050 fully paid up, 5% Redeemable Preference Shares, from the existing Preference Shareholders of the Company.

The Company upto 14th September, 2010 has bought back 6,20,600 out of 12,50,050 Preference Shares from the existing Preference Shareholders.

As informed to you, during the financial year under review the price of raw materials were increased substantially as compared to previous year. The Board of Directors of the Company, seeing the implication and effect of raise in the price of basic raw materials on the cash flow of the Company has kept on hold the buy back of remaining 6,29,450 Preference Shares.

The Special Resolution passed by the members under section 77A of the Companies Act, 1956 is valid for a period of one year from the date of passing of Special Resolutions. As the Special Resolution passed by the members has expired.

ACKNOWLEDGEMENT

The Directors of your Company acknowledge with deep sense of appreciation the encouragement, support and co-operation received by the Company from its Bankers viz. State Bank of India, IDBI Bank Limited, Standard Chartered Bank, Barclays Bank PLC, Bombay Stock Exchange Limited, National Stock Exchange of India Limited, shareholders, suppliers and esteemed customers of the Company.

CAUTIONARY STATEMENT

Statement made in the Annual Report including those stated under the caption "Management Discussion and Analysis" describing the Company's plan, projections and expectations may constitute "forward looking statement" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

For and on behalf of the Board

J.K. Pathare (Chairman)

Mumbai Date: 30thMay, 2011

Registered Office Plot No.C-6, Road No.22, MIDC,Andheri(East) Mumbai 400 093


Mar 31, 2010

The Directors of your Company, are pleased to present, the 20th Annual Report, on the working and the progress of the Company, along with audited accounts, forthe year ended on315 March, 2010and Report of the Auditors thereon.

FINANCIAL RESULTS (Rupees in Lakhs) Current Year Previous Year Ended 31/03/2010 Ended 31/03/2009

Profit before Interest, Depreciation & Income Tax 2638.74 2374.12

Less: Interest 1136.32 829.20

Less : Depreciation 435.15 442.84

Profit before tax 1067.27 1102.08

(Less): Provision for income tax - Current & FBT (329.28) (335.43)

(Less): Provision for income tax - Deferred (36.07) (58.16)

Profit after tax 701.92 708.49 (Add /(Less): Tax adjustment for previous year (48.87) (61.64)

Profits for the year 653.05 646.85

DIVIDEND (Rupees in Lakhs) Current Year Previous Year Ended 31/03/2010 Ended 31/03/2009

5% Redeemable Preference Shares 121.75 121.75

Equity Dividend 252.31 252.31

The Directors have recommended a dividend of 20% on Equity Shares (0.40 paise per Equity Shares of Rs.2/- each and 5% on Redeemable Preference Shares (Rs.5/-per shares of Rs.100/-each) for the financial year ended on 31st March, 2010. The Dividend of Rs.374.06 Lakhs along with dividend distribution Tax of Rs.62.13 Lakhs will absorb Rs.436.19 Lakhs.

OPERATIONS

During the year, your Company has acheived sales of Rs.211.39 crores, as against Rs.191.89 crores, in the previous year.Sales from hosiery business was Rs. 203.17 crores, as against Rs. 185.51 crores, in the previous year representing an increase of 9.52% growthover the previous year. The external sales of the Spinning Division was Rs. 8.22 crores as against Rs. 6.39 crores in the previous year representing an increase of 28.64% over the previous year. The performance of the spinning division continued to be effected by the power situation in Tamil Nadu.

1. Hosiery Division:- During the year under review the hosiery division recorded better turnover. The Companys manufacturing unit at Thingalur (Tamil Nadu), Umbergaon (Gujarat) improved on its productivity. Power supply in Tamil Nadu and shortage of skilled labour however continue to trouble this industry.The Company manufactured and sold closed to 63.27 lakhs boxes as against 60.78 lakhs boxes in the previous year.The socks segment also performed well.

The Companys new international brand of innerwear, under the name Eminence has been launched in the southern states of our country and will soon have its Pan India presence.This new range of products have been well received by the market.

2. Spinning Division:- The Spinning Division of the Company has been badly affected by the power situation in the state of Tamil Nadu. The industry is also facing a trouble due to erratic movement of input cotton price which has resulted in increase in price of yarn. During the year in review, the price of cotton both in the local as well as in the International market increased substantially. There was severe pressure on the price of cotton in the domestic market, with higher exports of cotton as compared to the previous year. This resulted in a steep increase in the price of cotton, consequently to this the price of yarn also recorded unprecedented increases. Though few short term measures have been taken by the Government to control this steep increase, it has yet to bring about desired.

EXPANSION AND DIVERSIFICATION

As you are aware, the entire process activity (except knitting) starting from cotton to finished fabric is carried on by the Company. To meet the requirement of the knitting of fabric the Company had to depend on third party knitters for knitting of yarn. Many of the knitters were small timers with less than 5 machines and this coupled with power situation in Tamil Nadu was resulting in a higher increase in processing time. To resolve this issue, the Company has put up a knitting unit in Daman with about 46 machines to cater to the requirement of Umbergaon processing unit which were receiving fabric from Thingalur in Tamil Nadu. The Unit which has the advantage of lower power cost will help to cut the processing time when fully operational.

FIXED DEPOSIT

Your Company did not accept, any fixed deposits, from public during the year.

DIRECTORS

Dr.Arvind Kulkarni, Director of the Company, retire by rotation and being eligible, offers himself for re-appointment.

Mr.Gopal Sehjpal, Director of the Company, retire by rotation and being eligible, offers himself for re-appointment.

M/s Attar & Company, Chartered Accountants, holds office as auditors of the Company until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

PERSONNEL

The relations with employees continued to be cordial throughout the year. Various initiatives in training program which included in-house as well as external trainings were carried out to enhance managerial and technical skills. Your Directors placed on record the appreciation, efforts and dedication of the employees in supporting the various initiatives of the Company.

Information Pursuant to Section 217 of the Companies Act, 1956.

Energy conservation, Technology absorption, Foreign Exchange Earnings & Outgo.

The information required to be disclosed under Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, with respect to conservation of energy, technology absorption, foreign exchange earnings / outgo, are set out in the Annexure-Ato this report.

Particulars of Employees:

The Information required to be disclosed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are set out in the Annexure-B to this report.

DIRECTORS RESPONSIBILITY

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2002, the Directors confirm that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed.

- Appropriate accounting principles 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 31s March, 2010 and of the profits of the Company for the period ended on 31s March,2010.

- 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 safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The annual accounts have been prepared on going concern basis.

CORPORATE GOVERNANCE

The Company is committed to maintain highest standards of Corporate Governance. The Securities and Exchange Board of India (SEBI) has introduced a code of Corporate Governance for listed companies which are implemented through the Listing Agreement with the Stock Exchanges, in which the Companys shares are listed. A separate report on Corporate Governance form a part of the Annual Report.

ACKNOWLEDGMENT

The Directors of your Company acknowledge with deep sense of appreciation the encouragement, support and co-operation received by the Company from its Bankers, Bombay Stock Exchange Limited, National Stock Exchange of India Limited, shareholders, suppliers and esteemed customers of the Company.

CAUTIONARY STATEMENT

Statement made in the Annual Report including those stated under the caption "Management Discussion and Analysis" describing the Companys plan, projections and expectations may constitute "forward looking statement" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

For and on behalf of the Board Place : Mumbai Jaykumar K. Pathare Date :28th May, 2010 (Chairman)

Registered Office : C-6, Road No. 22, MIDCAndheri (East), Mumbai -400093.

 
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