Mar 31, 2012
To, The Members of Arvind International Ltd.
Dear Members,
The Directors have the pleasure in presenting the Twenty First Annual
Report on the business and operations of your Company, together with
the Audited Financial Statements for the year ended 31st March, 2012.
FINANCIAL PERFORMANCE:
The performance of the Company, on standalone basis, for the financial
year ended 31st March, 2012 is summarized as below:
Particulars (Rs. In Thousands)
Year Ended
31.03.2012 31.03.2011
Turnover/Income from Operations 785541 1173905
Other Income 7708 1382
Total Income 793249 1175287
Less: Expenditure 756673 1143600
Less: Depreciation 5042 5069
Less: Interest 18572 17072
Profit/(Loss) Before Tax 12962 9546
Less: Provision for Tax (Incl. FBT) 2900 1850
Profit/(Loss) before Deferred Tax Adjustments 10062 7696
(Add)/Less: Deferred Tax 921 1.00
Profit/(Loss) After Taxation 9141 7697
Prior Period Adjustments (5280) (6400)
Extraordinary items 0.00 0.00
Profit/(Loss) after Extraordinary items 3862 1297
Profit/(Loss) brought forward from previous year (21007) (22304)
Balance Carried over to Balance Sheet (17145) (21007)
During the year under review your company maintained growth in terms of
Performance in manufacturing sector.
The financial year under review has resulted into recovery of previous
year losses which has been possible due to better product mix, focused
marketing efforts and strategical plans of the management.
It also started trading activity to increase the top line and to
strengthen the bottom line so that the company is able to become
stronger in years to come. Due to sleek and cess margin the company is
gradually coming out of trading activity and not focusing on the same.
The operational performance of the Company has been comprehensively
covered in the Management Discussion and Analysis Report which forms a
part of this Directors' Report.
DIVIDEND:
The Board of Directors did not recommend any dividend for the year
under review as there are carry forward losses.
RIGHT ISSUE:
During the year under review, the company has issued 84,12,540 Equity
shares of Rs.10/- each for cash at a price of Rs. 13.50 each including
a premium of Rs 3.50 per Equity Shares aggregating to an amount of
Rs.1135.69 Lacs to the equity shareholders of the company on rights
basis and it was fully subscribed and hence successful. The above
shares were duly listed on BSE and also admitted to the depository
System of National Security Depository Ltd. (NSDL) and Central
Depository Services (India) Ltd. (CDSL).
PUBLIC DEPOSITS:
The Company has not accepted any Deposit within the meaning of Section
58A of the Companies Act, 1956.
DIRECTORS:
In accordance with the provisions of Section 255, 256 of the Companies
Act, 1956 and the Articles of Association of the Company, Mr. Manish
Lohia retires by rotation at the ensuing Annual General Meeting and
being eligible offers themselves for re-appointment. The Board
recommends their reappointment. None of the Directors of the Company
are disqualified for being appointed as Directors as specified in
Sec.274(1)(g) of the Companies Act, 1956.
A brief resume of expertise and details of other directorships of
appointed/reappointed Directors is attached along with Notice of the
ensuing Annual General Meeting.
DIRECTORS RESPONSIBILITY STATEMENT:
In terms of section 217 (2AA) read with section 292A of the Companies
Act, 1956, we the Directors of Arvind International Limited, state in
respect of financial year 2011-12 that:
i) In the preparation of annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of the
affairs of the Company as at 31st March, 2012 and of the profit of the
Company for the year ended on that date.
iii) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act,1956 for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities;
iv) The directors have prepared the annual accounts on a going concern
basis.
AUDITORS:
M/s. N.C. Banerjee & Co., Chartered Accountants the Auditors of the
Company retire at the end of the ensuing Annual general meeting and are
eligible for re-appointment. The Company has received the Certificate
from them that their re-appointment, if made, would be within the
limits prescribed u/s. 224 (1B) of the Companies Act, 1956.
The Board recommends their Re-appointment.
AUDITORS' REPORT:
The Notes to the Accounts which to be read with the Auditors' Report
are self explanatory and therefore do not call for any further
clarifications under section 217(3) of the Companies Act, 1956.
PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND
FOREIGN EXCHANGE EARNING AND OUTGO:
The information related to conservation of energy, as required under
section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the report of Board of Directors) Rules,
1988 is annexed and forms part of this report.
PARTICULARS OF EMPLOYEES:
Disclosure about particulars of employees in relation to sub section
(2A) of section 217 of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975, and forming part of Director's
report for the year ended March 31, 2012 is not applicable to this
company as there was no employee drawing remuneration in excess of
Prescribed in this regard.
CASH FLOW STATEMENT:
As required under Clause 32 of the Listing Agreement with the Stock
Exchanges in India, a Cash Flow Statement, as prepared in accordance
with the Accounting Standard on Cash Flow Statement (AS-3) issued by
the Institute of Chartered Accountant of India, is given along with
Balance Sheet and Profit and Loss Account.
LISTING:
The Securities of your Company are listed at Bombay Stock Exchange
Limited and Calcutta Stock Exchange Limited. The Company has paid the
Annual Listing Fees to both the Stock Exchanges up to date and has been
generally regular in complying with the provisions of the Listing
Agreements.
INFORMATION TECHNOLOGY:
Your Company believes that Information Technology is the backbone of
any industry in today's business world. The Company has taken it as a
tool to improve productivity, efficiency and reliability. As such, a
Customized ERP Module called "IN SYNC" has already been developed &
substantially implemented at manufacturing facilities and offices of
the Company, and the same has been working successfully.
CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:
As required under Clause 49 of the Listing Agreement with the Stock
Exchanges, Corporate Governance Report forms a part of this Annual
Report. The Company is in full compliance with the requirements and
disclosures that has to be made in this regard.
A Certificate from the Statutory Auditors of the Company confirming
compliance of the Corporate Governance is appended to this Report on
Corporate Governance.
INDUSTRIAL RELATIONS:
Arvind International Ltd. believes in building teams across the
business and functions with the aim to share knowledge and experience.
Cross functional team work with clear objectives to solve the issues
and create value for the Company. The Company fosters to open dialogue
among the employees with the belief that the people, who communicate
continuously and openly, build trust and mutual respect.
ACKNOWLEDGEMENT:
The Directors would like to express their appreciation for the
assistance and co-operation received from the, Banks and Government
Authorities.
The Directors are also thankful to the Shareholders for their continued
support to the Company.
The Company maintained healthy, cordial and harmonious industrial
relations at all level. Despite competition, the enthusiasm and
unstinting efforts of the employees have enabled the Company to remain
at the fore-front of the industry.
Your Company continued to receive co-operation & unstinted support from
the distributors, retailers, stockists, suppliers and others associated
with the Company as its trading partners. The Directors wish to place
on record their appreciation for the same and your company will
continue in its endeavour to build and nurture strong links with trade,
based on mutuality, respect and co-operation with each other and
consistent with consumers interests.
For and on Behalf of the Board of Directors
Arvind Bajoria
Managing Director
Place: Kolkata
Dated: 6th June, 2012
Mar 31, 2010
The Directors have the pleasure in presenting the Nineteenth Annual
Report on the business and operations of your Company, together with
the Audited Financial Statements for the year ended March 31,2010.
FINANCIAL PERFORMANCE
The performance of the Company, on standalone basis, for the financial
year ended March 31,2010 is summarized as below:
Particulars (Rs. In Thousand)
Year Ended 31.03.2010 31.03.2009
Turnover/ Income from Operations 220919 249054
Other Income 935 15989
Total Income 221854 265043
Less: Expenditure 197642 245512
Less: Depreciation 5104 3815
Less: Interest 12216 13557
Profit/ (Loss) Before Tax 6892 2159
Less: Provision for Tax (Incl. FBT) 0.00 116
Profit/ (Loss) before Deferred Tax Adjustments 6892 2043
Add(Less): Deferred Tax 160 (3443)
Profit/ (Loss) After Taxation 7052 5486
Less Prior Period Adjustments (5000) (197)
Extraordinary items 0.00 (3985)
Profit/ (Loss) after Extraordinary items 2052 13.04
Profit/ (Loss) brought forward from
previous year (24356) (25660)
Balance Loss Carried over to Balance Sheet (22304) (24356)
During the period under review your company even in slump condition
prevailing in world market sustained with some profit.
The operational performance of the Company has been comprehensively
covered in the Management Discussion and Analysis Report which forms a
part of this Directors Report.
DIVIDEND
The Board of Directors could not recommend any dividend for the year
under review.
PUBLIC DEPOSITS
The Company has not accepted any Deposit from public within the meaning
of Section 58A and 58AAofthe Companies Act, 1956.
DIRECTORS
In accordance with the provisions of Section 255, 256 of the Companies
Act, 1956 and the Articles of Association of the Company Mrs. Anupama
Bajoria retires by rotation at the ensuing Annual General Meeting and
being eligible offers herself for re-appointment The Board recommends her
re-appointment. None of the Directors of the Company are disqualified
for being appointed as Directors as specified in Sec. 274(1 )(g) of the
Companies Act, 1956.
During the year under review two Directors, namely Mr. Suvobrata
Ganguly and Mr. Sushil Kumar Poddar resigned from the Board of Company.
In place of the resigned Directors, two Additional Directors, Mr.
Manish Lohia and Mr. Manoj Kumar Agarwal were appointed in the Boards
Meeting held on 16.03.2010 to hold office up to conclusion of next
Annual general meeting when their reappointments are to be consider by
the member in next Annual general meeting.
A brief resume of expertise and details of other directorships for
appointed/reappointed
Directors is attached along with Notice of the ensuing Annual General
Meeting.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of section 217(2AA) read with section 292A of the Companies
Act, 1956, we the Directors of Arvind International Limited, state as
under in respect of financial year 2009-10
i) In the preparation of annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures if any.
ii) The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of the
affairs of the Company as at 31st March 2010 and of the profit of the
Company for the year ended on that date.
iii) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act.1956 for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities.
iv) The directors have prepared the annual accounts on a going concern
basis.
AUDITORS
M/s. N.C. Banerjee & Co., Chartered Accountants the Auditors of the
Company retire at the end of the ensuing Annual general meeting and are
eligible for re-appointment.
The Company has received the Certificate from them that their
re-appointment, if made, would be within the limits prescribed
u/s224(lB)of the Companies Act, 1956. The Board recommends their
Re-appointment.
AUDITORS REPORT
The Notes to the Accounts which to be read with the Auditors Report
are self explanatory and therefore do not call for any further
clarifications under section 217(3) of the Companies Act, 1956.
PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOG AND
FOREIGN EXCHANGE EARNING AND OUTGO
The information related to conservation of energy, as required under
section 217(1 )(e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the report of Board of Directors) Rules,
1988 is annexed and forms part of this report.
PARTICULARS OF EMPLOYEES
Disclosure about particulars of employees in relation to sub section
(2A) of section 217 of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975, and forming part of Directors
report for the year ended March 31,2010 is not applicable to this
company as there was no employee drawing remuneration in excess of
Prescribed amount in this regard.
CASH FLOW STATEMENT
As required under Clause 32 of the Listing Agreement with the Stock
Exchanges in India, a Cash Flow Statement, has been prepared in
accordance with the Accounting Standard on Cash Flow Statement (AS-3)
issued by the Institute of Chartered Accountant of India, and is given
along with the Audited Balance Sheet and Profit and Loss Account.
LISTING
The Securities of your Company are listed at Bombay Stock Exchange
Limited.
The Company has paid the Annual Listing Fees to the Stock Exchange up
to date and has been generally regular in complying with the provisions
of the Listing Agreements.
The Applications for delisting of companys shares from Ahemdabad Stock
Exchange Ltd and Calcutta Stock Exchange Limited are pending. .
INFORMATION TECHNOLOGY
Your Company believes that Information Technology is the backbone of
any industry in todays business world. The Company has taken it as a
tool to improve productivity, efficiency and reliability. As such, a
Customized ERP Module called "IN SYNC" has already been developed &
substantially implemented at manufacturing facilities and offices of
the Company, the effects of which have started coming.
CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE
As required under Clause 49 of the Listing Agreement with the Stock
Exchanges, Corporate Governance Report forms a part of this Annual
Report. The Company is in full compliance with the requirements and
disclosures that has to be made in this regard.
A Certificate from the Statutory Auditors of the Company confirming
compliance of the
Corporate Governance is appended to this Report.
INDUSTRIAL RELATIONS
Arvind International Ltd. believes in building working teams across the
business and functions with the aim to share knowledge and experience.
Cross functional team work with clear objectives to solve the issues
and create value for the Company. The Company fosters to open dialogue
among the employees with the belief that the people, who communicate
continuously and openly, build trust and mutual respect. .
ACKNOWLEDGEMENT
The Directors would like to express their appreciation for the
assistance and co-operation received from the Financial Institutions,
Banks and Government Authorities.
The Directors are also thankful to the Shareholders for their continued
support to the Company in this period when there is an overall slump in
world trade.
The Company maintained healthy, cordial and harmonious industrial
relations at all level.
Despite competition, the enthusiasm and unstinting efforts of the
employees have enabled the Company to remain at the fore-front of the
industry. Your Company continued to receive co-operation & support
from the distributors, retailers, stockists, suppliers and others
associated with the Company as its trading partners. The Directors wish
to place on record their appreciation for the same. Your company will
continue in its endeavour, to build and nurture strong links with
trade, partners based on mutual, respect cooperation and trust for each
other and are consistent with consumers interests.
For and on Behalf of the Board of Directors
Arvind Bajoria
Managing Director
Place: Kolkata
Dated: 29.05.2010