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Directors Report of Weizmann Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present this Twenty Eighth Annual Report and the Audited Statement of Accounts for the year ended March 31, 2015.

1. FINANCIAL RESULTS

(Rs. in lakh)

Particulars 2014-2015 2013-2014

Total Income including exceptional items 5157.11 4829.37

Profit Before Depreciation 368.11 347.58

Less : Depreciation 116.25 94.16

Profit Before Tax 295.54 253.42

Add: Exceptional Items (43.68) --

Less : Income Tax 135.16 105.02

Less : Deferred Tax 2.81 12.32

Profit After Tax 157.57 136.08

Director's Recommendation for Appropriation :

Proposed Dividend on Equity Shares @ 5%

(2013- 2014: 5%) 86.36 86.36

Dividend Tax 17.58 14.68

2. DIVIDEND AND RESERVES

Your Directors have recommended a dividend at @ 5% (Re.0.50 per share ) on equity shares The dividend, together with the tax on distributed profit, will absorb a sum of Rs.103.94 lakh. During the year an amount of Rs.301.00 lakh has been transferred to General Reserve from the Profits of the Company.

3. PERFORMANCE OF THE COMPANY

During the year total income of the company was Rs.51.57 crore as against Rs.48.29 crore in the previous year i.e. an increase of about 6.8%. The PBT stood at Rs.295.54 lakh against Rs.253.43 lakh in the previous year and PAT at Rs.157.57 lakh against Rs.136.08 lakh in the previous year.

As in the previous year the company's focus continues to be on job work and local sales as against exports. During 2014-15 the job work activities contributed to almost 78% of the turnover as against 75% in the previous year.

4. SUBSIDIARY / ASSOCIATES / JOINT VENTURE COMPANIES

In accordance with Section 136 of the Companies Act, 2013 read with Rule 10 of The Companies (Accounts) Rules, 2014, a company may forward statement of accounts containing the salient features in the prescribed form and simultaneously ensure that copies of the financial statements including consolidated financial statements along with Auditors Report, Directors Report and other documents that is required to be attached of annexed with the financial statements are made available for inspection at the registered office of the company, during working hours for a minimum period of 21 days prior to the meeting of the shareholders. Accordingly Accounts in the Form as per prescribed Form AOC-3 of the subject rules are being forwarded to all the members of the company with complete set of financial statements available at the registered office of the company for inspection as above. Also salient features in the financial statement of subsidiaries, associate companies, joint ventures compiled in Form AOC-1 of the subject Rules are attached to the financial statements.

The statement pursuant to Section 129 of the Companies Act, 2013 containing the details of the Company's subsidiaries as at 31st March, 2015, is attached to the Annual Accounts.

Weizmann International Limited ceased to be subsidiary of the company from 9.06.2014 and Knitwear Industries Limited ceased to be subsidiary of the company from 21.06.2014.

5. DIRECTORS AND KEY MANAGEMENT PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company the Director Shri Vinesh N. Davda retires by rotation and, being eligible have offered for re-appointment. Mr. Vinesh N. Davda is spouse of Smt.Smita V.Davda who was appointed as Additional Director of the Company during 2014-2015.

The company had appointed Mr. Ganesh N.Kamath and Mr. Balady Shekar Shetty as Additional Directors on 31.12.2014 and Smt. Smita V Davda as Additional Director on 20.03.2015. Smt. Smita V Davda being spouse of Mr. Vinesh V Davda, both would be considered as Non-Independent Director as per Section 149(6) of the Companies Act, 2013. Since the tenure of Additional Director as per Section 161 of Companies Act, 2013 is up to the ensuing Annual General Meeting, the appointment of Mr. Ganesh N. Kamath, Mr. Balady Shekar Shetty and Mrs. Smita V Davda as Director is being proposed at the Notice convening the Annual General Meeting and accordingly a Resolution has been included in the Notice convening the Annual General Meeting.

During the year no directors have resigned from the Board.

The Board of Directors had held 7 meetings of the Board during financial year 2014-2015.

Mr. Navneet K Pandya was appointed as Chief Financial Officer (CFO) of the Company by the Board during the year.

6. STATEMENT INDICATING THE MANNER IN WHICH FORMAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Nomination and Remuneration Committee of the Board continuously evaluate the performance of the Board and provide feedback to the Chairman of the Board. The independent directors had a separate meeting, without the presence of any non independent directors and management and considered and evaluated the Board's performance, performance of the Chairman and other non independent directors and shared their views with the Chairman. The Board had also separately evaluated the performance of the Committees and independent directors without participation of the relevant director.

7. FAMILIARISATION PROGRAMME ARRANGED FOR INDEPENDENT DIRECTORS

The company as required under Schedule IV of the Companies Act, 2014 and Clause 49 Guidelines on Corporate Governance issued by SEBI has made arrangement to provide suitable training to independent directors, to familiarize them with the company, their roles, rights, responsibilities in the company considering the nature of the industry in which the company operates, business model of the company, etc. During F.Y. 2014-15 Shri Ganesh N. Kamath and Shri B.S. Shetty were appointed as independent directors by the company.

8. EXTRACT OF ANNUAL RETURN AS PER SECTION 92(3) OF COMPANIES ACT, 2013

An extract of Annual Return as at 31.03.2015 pursuant to Section 92(3) of the Companies Act, 2013 and forming part of this Report is attached as Annexure I to this Report.

9. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) of the Companies Act, 2013, your Directors confirm:

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 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 at the end of the financial year and of the 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 for preventing and detecting fraud and other irregularities; and

iv) that the Directors had prepared the annual accounts on a going concern basis.

v) that the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively ;

10. STATEMENT OF DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013

The Board confirms the receipt of statement of declaration from Independent Directors as called for u/s.149(6) of the Companies Act, 2013.

11. COMPANIES POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The company has constituted a Nomination and Remuneration Committee with the responsibilities of formulating the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for the directors, Key Managerial Personnel and other employees ; Formulating criteria for evaluation of independent directors and the Board; Devising policy on Board diversity ; Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal.

Appointment and Remuneration of Managing Director is subject to approval by members in General Meeting and shall be in accordance with Schedule V of Companies Act, 2013 and ceiling as per Section 197 of the Act. Appointment of Independent Directors to satisfy conditions u/s.149(6) of the Companies Act, 2013. The Independent Directors shall be governed by Code of Conduct detailed in Schedule IV of the Companies Act, 2013.

The personnel selected as Board Member or Key Management Personnel or other senior personnel of the company is based on their requisite qualifications, skills, experience and knowledge in the relevant fields.

Remuneration policy of the Company includes fixation of remuneration and annual increments based on performance, knowledge, position, target achievement, company's business plans, market environment and the remuneration is segregated into monthly fixed payments, annual payments, contribution to social and retirement benefits, reimbursement of expenses incurred for discharge of official duties, annual bonus, welfare schemes like insurance on health for self and family, accident benefits, tying up with agencies for managing retirement benefits like gratuity, pension schemes, etc.

The remuneration policy as above is also available in the website of the company - www.weizmann.co.in

12. PARTICULARS OF THE EMPLOYEES AND INFORMATION CALLED FOR UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

There are no employees drawing remuneration of Rs. 60 Lac p.a. or Rs. 5 Lac part thereof and therefore the disclosure in terms of Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) is not applicable to the company. In terms of provisions to Section 197(12) the information in terms of Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is complied.

Having regard to Section 136(1) of the Act, and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

13. DISCLOSURE OF PARTICULARS

Pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 the Report on the matters of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure II forming part of this report.

14. FIXED DEPOSITS

a. Accepted during the year is NIL

b. remained unpaid or unclaimed at the end of the year NIL

c. there is no default in repayment of deposits or payment of interest thereon during the year.

d. there are no deposits which are not in compliance with the requirement of Chapter V of the Act.

e. No significant and material orders passed by the regulators or courts of tribunals updating the going concern status and Company's operation in future.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S.186 OF THE COMPANIES ACT, 2013

Details of loans

Name of the Amount of loan Rate of Amount entity given during the interest outstanding year (Rs. In Lakh) as at 31.03.15 (Rs. In Lakh)

Tapi Energy 762.01 10% p.a. 2268.40 Projects Ltd.

Details of investments

Name of the entity Amount of investment in Amount of Investment Equity Shares of the in Equity Shares of the Investee Company during company as at the year(Rs. In Lakh) 31.03.15

HDFC Mutual Fund 113.80 --

Details of Guarantees given

The company has not given any guarantee during the year.

Contracts or arrangement with related parties under Section 188 Loans to Associate

Name of the Entity Loan Given Loan Taken Rate of (Rs. In Lakh) (Rs. In Lakh) Interest

Windia Infrastructure 93.62 28.11 10% p.a. Finance Ltd.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

The transactions with the Related Parties are at arm's length basis and these transactions are not of material in nature as per Section 188 of the Companies Act, 2013 read with Rule 15 of the Companies (Meeting of Board and its Powers) Rules, 2014.

17. POLICY ON RELATED PARTY TRANSACTIONS

The Company has framed a policy on related party transactions and the same has been hosted on its website www.weizmann.co.in The policy includes the specific category of policies requiring prior approval of the Audit Committee, the Board of Directors, Special Resolution by members at General Meeting, determining the materiality of the related party contract both under Companies Act and Clause 49 of the Listing Agreement, and also the procedures to be followed in complying with the statutory provisions in respect of related party transaction, if any.

18. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY FOR THE COMPANY

The Company has framed its Risk Management Policy detailing the identification of elements of risks, monitoring and mitigation of the risks. The company is also constituted a Risk Management Committee for the above purpose. The company has laid down detailed process in planning, decision making, organizing and controlling. The Risk Management Policy has been hosted on the company's website www.weizmann.co.in

19. CORPORATE SOCIAL RESPONSIBILITY OF THE COMPANY

The statutory requirement of complying with Corporate Social Responsibility of the Companies Act, 2013 is not applicable to the company during F.Y. 2014-15.

20. ESTABLISHMENT OF VIGIL MECHANISM

The company has in place a vigil mechanism pursuant to which a Whistle Blower Policy is also in vogue. The whistle blower policy covering all employees and directors of the company is hosted on the company's website www.weizmann.co.in

21. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF REPORT

There are no material changes and commitments affecting the financial position of the company during the financial year from 1st April, 2014 to 31st March, 2015.

22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

No significant or material orders have been passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL CONTROLS WITH RESPECT TO THE FINANCIAL STATEMENTS

The company has an internal control system commensurate with the size, scale and nature of its operation. The internal controls ensure that all its assets are properly safeguarded and protected against loss from unauthorized use or disposal, all transactions are authorized, recorded and reported correctly. The company

has also an internal audit system for periodical audit of the internal control systems of the company.

24. ISSUE OF NEW EQUITY SHARES DURING THE YEAR

The company has not issued any new equity shares during the year.

25. AUDITORS

Messrs. U.B. Sura & Co. Chartered Accountants and Messrs. Shyam C. Agrawal & Co., Chartered Accountants, Statutory Auditors of the Company were appointed as joint auditors for a period of 3 years at the 27th Annual General Meeting of the Company held on11th September, 2014 and who retire as Auditors at the forthcoming Annual General Meeting and have given their written confirmation for re-appointment, if made at the ensuing Annual General Meeting. The members will be required to re- appoint Auditors from the ensuing Annual General Meeting till next Annual General Meeting and fix their remuneration.

26. SECRETARIAL AUDIT

Pursuant to requirement of Section 204 of the Companies Act, 2013, the company had appointed Shri Martino Ferraro - Practicing Company Secretary (COP 5676) as Secretarial Auditor for financial year 2014-15 and whose report of 18.05.2015 is attached as Annexure III. There are no adverse observation made by Auditors.

27. AUDITORS' REPORT

The observations of the Auditors in their report, read with notes annexed to the accounts, are self-explanatory.

28. CORPORATE GOVERNANCE

Your Company has complied with Corporate Governance requirement as per the Clause 49 of the Listing Agreement. A report on Corporate Governance forms part of this report as Annexure IV. A certificate from the Statutory Auditors of the Company confirming compliance of the Corporate Governance is appended to the Report on Corporate Governance.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the Listing Agreement with the Stock Exchanges is annexed as Annexure V forming part of this report.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,PROHIBIITION AND REDRESSAL) Act, 2013.

"The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year no complaints have been received.

31. ACKNOWLEDGEMENT

Your Directors express their grateful appreciation for the assistance and co-operation received from Government Authorities, Bankers, Lending Institutions, Suppliers and Customers during the year under review. Your Directors place on record their appreciation for the committed services of the executives and staff of the Company.

For and on behalf of the Board Place : Mumbai D G Siraj Date : 28th May, 2015 Chairman


Mar 31, 2014

Dear members,

The Directors are pleased to present this Twenty Seventh Annual Report and the Audited Statement of Accounts for the year ended March 31, 2014.

1. FINANCIAL RESULTS

(Rs. in Lakh) 2013-14 2012-2013

Total Income including exceptional items 4829.37 4918.94

Profit Before Depreciation 347.58 302.67

Less : Depreciation 94.16 82.38

Profit Before Tax 253.42 220.29

Less : Income Tax 105.02 16.19

Less : Deferred Tax 12.32 30.01

Profit After Tax 136.08 174.09

Add : Balance brought forward from previous year 3490.51 3416.78

Balance Available for appropriation 3626.63 3590.87

Director''s Recommendation for Appropriation :

Proposed Dividend on Equity Shares @ 5% 86.36 86.36 (2013 - 2014: 5 %)

Dividend Tax 14.68 14.01

Surplus Carried to Balance Sheet 3525.60 3490.50

2. DIVIDEND

Your Directors have recommended a dividend at @ 5% (Re. 0.50 per share) on equity shares The dividend, together with the tax on distributed profit, will absorb a sum of Rs.101.04 Lakh.

3. PERFORMANCE

During the year the total income of the Company was Rs.4829.37 Lakhs as compared to Rs.4918.94 Lakh in the previous year. The Profit before depreciation achieved was Rs.347.58 Lakh (previous year - Rs.302.67 Lakh). The Profit after Tax registered was Rs.136.08 Lakh (Previous year Rs.174.09 Lakh).

4. SUBSIDIARY COMPANIES

In accordance with the Circular No. 5/12/2007-CL-III dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India has granted general exemption from attaching the Balance Sheet, Statement of Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered office of the Company and that of the respective subsidiary companies. The Consolidated Financial statements presented by the company include the financial results of its subsidiary companies.

The statement pursuant to Section 212 of the Companies Act, 1956 containing the details of the Company''s subsidiaries as at 31st March, 2014, is attached to the Annual Accounts.

5. DIRECTORS.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. H. V. Siraj retires by rotation and being eligible has offered himself for reappointment.

Further in terms of the Section 149 of the Companies Act, 2013 the Independent Directors can hold office for a consecutive term of five years and can be reappointed for another consecutive term of five years on passing a special resolution by the Company. The Independent Directors of the Company viz. Shri V P Kamath and Shri Vinesh N Davda were appointed by the members in earlier Annual General Meetings without specifically stipulating the tenure of such appointments as per the Companies Act, 1956. As per the Companies Act, 2013 the Independent Directors are not liable to retire by rotation. Therefore the Independent Directors of the Company viz. Shri V P Kamath and Shri Vinesh N Davda are proposed to be appointed as Independent Directors for a tenure of five years in the ensuing Annual General Meeting.

Mr. H.V.Siraj is the brother of Mr.N.V.Siraj who is the Director of the Company

6. AUDIT COMMITTEE

Mr.Vishnu P.Kamath, Independent Director was appointed as Chairman and Mr.Vinesh N.Davda, Independent Director, as member of the Committee and Mr.Dharmendra G.Siraj as member of the Committee.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

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

i) that in the preparation of the annual accounts for the year ended 31st March, 2014 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 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 as at 31st March,2014 and of the profit of the Company for the year ended on that date ;

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

iv) that the Directors have prepared the annual accounts on a going concern basis.

8. PARTICULARS OF THE EMPLOYEES

The Company does not have any employee whose particulars are required to be given under the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended up to date.

9. DISCLOSURE OF PARTICULARS

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, research & development, technology absorption, foreign exchange earnings and outgo are given in Annexure ''I'' forming part of this report.

10. FIXED DEPOSITS

The outstanding amount of fixed deposits placed with the Company amounted to Rs.230.24 Lakh (Previous year Rs.285.39Lakh). There were 2 deposits amounting to Rs. 2.00 Lakhs which remained unclaimed as at the end of the year.

11. AUDITORS

Messrs. U.B. Sura & Co. Chartered Accountants and Messrs. Shyam C. Agrawal & Co., Chartered Accountants, Statutory Auditors of the Company retire as Auditors at the forthcoming Annual General Meeting and have given their consent for re-appointment for 3 years from the date of this Annual General Meeting. The members will be required to appoint Auditors for the next three years and fix their remuneration.

As required under the provisions of Section 224 of the Companies Act, 1956, the Company has obtained a written confirmation from the above Auditors proposed to be re-appointed to the effect that their re-appointment, if made at the ensuing Annual General Meeting will be within the limits specified in Section 224(1B) of the Companies Act, 1956.

12. AUDITORS'' REPORT

The observations of the Auditors in their report, read with notes annexed to the accounts, are self-explanatory.

13. COST AUDITORS

As per the requirements of the Central Government and pursuant to Section 233B of the Companies Act, 1956, the audit of the cost accounts of Textile Industry are required to be audited from financial year beginning April, 2014 . Bhanwarlal Gurjar & Co.,

Cost Accountants having registration no.22597 have been appointed as Cost Auditor for auditing the company''s cost accounting records maintained as per Cost Accounting Records Rules, 2011, relating to Textile Industry for Financial year 2014-15, Rules under Companies Act, 2013 is awaited in the matter of Companies required to get their Cost Accounting Records audited.

14. CORPORATE GOVERNANCE

Your Company has complied with Corporate Governance requirement as per the Clause 49 of the Listing Agreement except appointment of an independent Director which is in process. A report on Corporate Governance is annexed as Annexure ''II'' forming part of this report

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the Listing Agreement with the Stock Exchanges is annexed as Annexure ''III'' forming part of this report.

16. ACKNOWLEDGEMENT

Your Directors express their appreciation for the assistance and co-operation received from Government Authorities, Bankers, Lending Institutions, Suppliers and Customers during the year under review. Your Directors place on record their appreciation for the committed services of the executives and staff of the Company.

For and on behalf of the Board

D. G. SIRAJ VICE-CHAIRMAN

Place : Mumbai Date : 27/05/2014


Mar 31, 2012

TO THE MEMBERS OF WEIZMANN LIMITED

The Directors are pleased to present this Twenty Fifth Annual Report and the Audited Statement of Accounts for the year ended March 31, 2012.

1. FINANCIAL RESULTS

(Rs. in lakh)

Particulars 2011-2012 2010-2011

Total Income including exceptional items 4583.38 3071.19

Profit Before Depreciation 428.93 351.98

Less : Depreciation 100.09 89.04

Profit Before Tax 328.84 262.94

Less : Income Tax 81.22 168.26

Less : Deferred Tax 13.20 (22.42)

Profit After Tax 234.42 117.10

Add : Balance brought forward

from previous year 3282.75 3265.91

Balance Available for appropriation 3517.14 3383.01

Director's Recommendation for Appropriation :

Proposed Dividend on Equity Shares

@ 5 % (2010 - 2011: 5 %) 86.36 86.36

Dividend Tax 14.01 13.90

Surplus Carried to Balance Sheet 3416.77 3282.75

3517.14 3383.01

2. DIVIDEND

Your Directors have recommended a dividend @ 5 % (Re.0.50 per share) on equity shares. The dividend, together with the tax on distributed profit, will absorb a sum of Rs.100.26 Lakh.

3. PERFORMANCE

During the year the Total Income of the Company was Rs. 4583.38 Lakh as compared to Rs. 3071.21 Lakh in the previous year. The Profit before depreciation achieved was Rs. 428.93 Lakh (Previous year - Rs. 351.98 Lakh). The Profit after Tax registered was Rs. 234.42 Lakh (Previous year Rs. 117.10 Lakh). The current year financials are not comparable with previous year, as figures of previous year include financials of entities merged with your Company.

4. SUBSIDIARY COMPANIES

The Statement pursuant to Section 212 of the Companies Act, 1956 contain details of the Company's subsidiaries as at 31st March, 2012.

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with Accounting Standard 21 prescribed under Companies (Accounting Standards) Rules form part of the Annual Report and Accounts.

Annual Accounts of Subsidiary Company Weizmann International Ltd forms part of this Report.

The financials of overseas subsidiary company Knitwear Industries Limited, Malawi, in which the company is holding 55% equity stake has not been consolidated in the financials of the company as at 31st March 2012 on account of the fact that presently the country in which the subsidiary operates is under severe long term restrictions which could lead to delay in receipt of

remittances from the subsidiary company. There has also been certain political unrest on and off leading to spate of robberies across the country. The factory of the subsidiary company was also burgled on the night of 30th July 2012 all computer systems in which production and financial data were available together with certain raw materials were taken away. In view of this situation prevalent, the financials of the subsidiary for the year 2011-12 has not been consolidated with that of the company.

5. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Neelkamal V. Siraj retires by rotation and, being eligible has offered himself for re- appointment.

6. DIRECTORS' RESPONSIBILITY STATEMENT

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

i) that in the preparation of the annual accounts for the year ended 31st March, 2012, 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 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 profit of the Company for the year ended on that date ;

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

iv) that the Directors have prepared the annual accounts on a going concern basis.

7. PARTICULARS OF THE EMPLOYEES

The Company does not have any employee whose particulars are required to be given under the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended up to date.

8. DISCLOSURE OF PARTICULARS

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, research & development, technology absorption, foreign exchange earnings and outgo are given in Annexure 'I' forming part of this report.

9. FIXED DEPOSITS

The outstanding amount of fixed deposits placed with the Company amounted to Rs.285.66 Lakh (Previous year Rs.320.71 Lakh). There were 9 deposits amounting to Rs.4.21 Lakh which remained unclaimed as at the end of the year.

10. AUDITORS

Messrs. U.B. Sura & Co. Chartered Accountants and Messrs. Shyam C. Agrawal & Co., Chartered Accountants, Statutory Auditors of the Company retire as Auditors at the forthcoming Annual General Meeting and have given their consent for re- appointment. The members will be required to appoint Auditors for the current year and fix their remuneration.

As required under the provisions of Section 224 of the Companies Act, 1956, the Company has obtained a written confirmation from the above Auditors proposed to be re-appointed to the effect that their re-appointment, if made at the ensuing Annual General

Meeting will be within the limits specified in Section 224(1B) of the Companies Act, 1956.

11. COST AUDITORS

As per the requirement of the central Government and pursuant to Section 233B of the Act, the audit of the cost accounts of Textile Industry are required to be audited from financial year beginning April 2012 therefore pursuant to the approval of Ministry of Corporate affairs, K. N. Satyanarayan, Cost Auditor having registration no. 7004 has been appointed as Cost Auditor for auditing the company's cost accounting records maintained as per Cost Accounting Records Rules, 2011, relating to Textile Industry for the financial year ended March 31, 2013

12. AUDITORS' REPORT

The observations of the Auditors in their report, read with notes annexed to the accounts, are self-explanatory.

13. CORPORATE GOVERNANCE

Your Company has complied with Corporate Governance requirement as per the Clause 49 of the Listing Agreement. A report on Corporate Governance is annexed as Annexure 'II' forming part of this report.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the Listing Agreement with the Stock Exchanges is annexed as Annexure 'III' forming part of this report.

15. ACKNOWLEDGEMENT

Your Directors express their appreciation for the assistance and co-operation received from Government Authorities, Bankers, Lending Institutions, Suppliers and Customers during the year under review. Your Directors place on record their appreciation for the committed services of the executives and staff of the Company.

For and on behalf of the Board

Place : Mumbai

Date : August 20, 2012 DR. P. D. Ojha

CHAIRMAN


Mar 31, 2010

The Directors are pleased to present this Twenty third Annual Report and the Audited Statement of Accounts for the year ended March 31, 2010.

1. FINANCIAL RESULTS

(Rs. in lakh)

Particulars 2009-2010 2008-2009

Total Income including exceptional

items 218034.82 5604.60

Profit Before Depreciation 2832.28 1234.38

Less : Depreciation 1083.57 442.53

Profit Before Tax 1748.71 791.85

Less : Income Tax 511.26 154.48

Less : Deferred Tax 92.44 220.50

Less : Fringe Benefit Tax - 5.55

Profit After Tax 1145.01 411.32 Add : Balance brought forward

from previous year 1344.90 1032.00

Add : Addition on Amalgamation 3176.71 -

Balance Available for appropriation 5666.62 1443.32 Directors Recommendation for Appropriation :

Transfer to Debenture Redemption Reserve - 23.18

Transfer to General Reserve 2300.00 - Proposed Dividend on Equity

Shares @ 5 % (2008– 2009: 5 %) 86.36 64.31

Dividend Tax 14.34 10.93

Surplus Carried to Balance Sheet 3265.92 1344.90

5666.62 1443.32

Copies of Balance Sheet including Profit and Loss Account, Schedules and Notes to Accounts along with the Auditors Report thereon is available for inspection at the registered office of the Company during working hours for a period of twenty-one days before the date of Annual General Meeting.

2. DIVIDEND

Your Directors have recommended a dividend at 5% (Rs. 0.50 per share) on equity shares The dividend, together with the tax on distributed profit, will absorb a sum of Rs. 100.70 Lakh and will be paid to those shareholders whose names stand registered in the Register of members of the Company as on the book closure date.

3. COMPANY RESTRUCTURING

As you are aware, your companies had embarked on a restructuring exercise under which two of its subsidiary companies namely Karma Energy Ltd and Weizmann Forex Ltd got amalgamated with the company with effect from the appointed date 01.04.2009 through a composite scheme of amalgamation / arrangement under Section 391 to 394 of the Companies Act, 1956. The scheme has been approved by the Honble High Court of Bombay on 29th October, 2010 and would be effective from 24th November, 2010. In consideration Weizmann Ltd has issued and allotted 44,10,450 equity shares in the ratio of 9 shares of face value of Rs.10/- each credited as fully paid-up for every 10 shares held by the shareholders of Weizmann Forex Ltd. Karma Energy Ltd being wholly owned subsidiary, issue of shares do not arise.

The composite scheme also envisages post amalgamation there shall be de-merger of the power business and forex business undertakings of Weizmann Ltd into two resulting companies Karma Wind Power Ltd and Chanakya Holdings Ltd respectively with effect from the appointed date 01.04.2010 and also change of name of the said resulting companies to Karma Energy Ltd and Weizmann Forex Ltd respectively. In consideration both Karma Wind Power Ltd and Chanakya Holdings Ltd shall issue 2 equity shares of Rs.10/- each credited as fully paid for every 3 equity shares of Rs.10/- each held by the shareholders in Weizmann Ltd as on the record date. The said shares to be issued by resulting companies and their existing shares will be listed on BSE and NSE.

These initiatives will yield rich dividends to the shareholders of Weizmann Ltd in the long run.

The Management of the Company wish to announce that your company has completed 25 years of successful endevour on 25th November, 2010 and are pleased to state that as a token of good gesture and goodwill have been able to reward the shareholders by issuing shares of the demerged / resultant companies and thus unlock the values of demerged undertakings, create enhanced value to shareholders and participate directly in focused entities engaged in separate specific business verticals.

4. PERFORMANCE

During the year the Total Income of the Company was Rs.218034.82 Lakh as compared to Rs.5604.60 Lakh in the previous year. The Profit before depreciation achieved was Rs.2832.28 Lakh ( Previous year - Rs.1234.38 Lakh). The Profit after Tax registered was Rs.1145.01 Lakh (Previous year Rs.411.32 Lakh).

5. SUBSIDIARY COMPANIES

During the year Greenweiz Projects Ltd and Vajharpada Energy Ltd became subsidiaries of your company. Further Dabripada Energy Ltd and Jambhora Energy Projects Limited ceased to be subsidiaries of the company as your company has divested its stake in these companies.

The Statement pursuant to Section 212 of the Companies Act, 1956 containing details of the Companys subsidiaries as at 31st March, 2010, is attached to the Annual Accounts.

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with Accounting Standard 21 prescribed under Companies (Accounting Standards) Rules form part of the Annual Report and Accounts.

The Company had made an application to the Central Government and had been granted exemption from attaching the accounts, etc, of its 11 subsidiary companies with the Balance Sheet of the parent company. Application for seeking exemption from attaching the Annual Report of Greenweiz Projects Ltd and Vajharpada Energy Ltd was not made hence the same have been attached alongwith. In terms of the approval granted by the Central government as in previous years, the accounts, etc of the subsidiary companies are not required to be attached with the balance sheet of the parent company. These documents will be submitted to any member on receipt of a request made at the registered office address of the company. A Statement containing brief financial details of subsidiary companies for the year ended 31st March, 2010 is given and forms part of this Annual Report.

6. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Dr. P. D. Ojha retires by rotation and, being eligible has offered himself for re-appointment.

7. DIRECTORS RESPONSIBILITY STATEMENT

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

i) that in the preparation of the annual accounts for the year ended 31st March, 2010, 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 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 as at 31st March,2010 and of the profit of the Company for the year ended on that date ;

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

iv) that the Directors have prepared the annual accounts on a going concern basis.

8. PARTICULARS OF THE EMPLOYEES

The Company does not have any employee whose particulars are required to be given under the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended up to date.

9. DISCLOSURE OF PARTICULARS

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, research & development, technology absorption, foreign exchange earnings and outgo are given in Annexure ‘I forming part of this report.

10. FIXED DEPOSIT

The outstanding amount of fixed deposits placed with the Company amounted to Rs.398.83 Lakh (Previous year Rs.152.08 Lakh). There were 7 deposits amounting to Rs.2.66 Lakhs which remained unclaimed as at the end of the year.

11. AUDITORS

Messrs. U.B. Sura & Co. Chartered Accountants and Messrs. Shyam C. Agrawal & Co., Chartered Accountants, Statutory Auditors of the Company retire as Auditors at the forthcoming Annual General Meeting and have given their consent for re-appointment. The members will be required to appoint Auditors for the current year and fix their remuneration.

As required under the provisions of Section 224 of the Companies Act, 1956, the Company has obtained a written confirmation from the above Auditors proposed to be re-appointed to the effect that their re- appointment, if made at the ensuing Annual General Meeting will be within the limits specified in Section 224(1B) of the Companies Act, 1956.

12. AUDITORS REPORT

The observations of the Auditors in their report, read with notes annexed to the accounts, are self-explanatory.

13. CORPORATE GOVERNANCE

Your Company has complied with Corporate Governance requirement as per Clause 49 of the Listing Agreement. A report on Corporate Governance is annexed as Annexure ‘II forming part of this report.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the Listing Agreement with the Stock Exchanges is annexed as Annexure ‘III forming part of this report.

15. ACKNOWLEDGEMENT

Your Directors express their grateful appreciation for the assistance and co-operation received from Government Authorities, Bankers, Lending Institutions, Suppliers and Customers during the year under review. Your Directors place on record their appreciation for the committed services of the executives and staff of the Company.

For and on behalf of the Board Place : Mumbai

Date : 29th November, 2010 DR.P. D. OJHA

CHAIRMAN

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