Mar 31, 2018
To The Members of Cravatex Limited
The Directors present the audited Financial Statements of the Company including audited Balance Sheet and the Statement of Profit and Loss together with their Report for the year ended March 31, 2018.
Current Year |
Previous Year |
|
Rupees in Lacs |
Rupees in Lacs |
|
FINANCIAL HIGHLIGHTS Earnings before Finance Cost, Depreciation and Taxation |
230.51 |
145.80 |
Less : Finance Cost |
103.80 |
955.14 |
Less : Depreciation |
94.74 |
311.60 |
Profit (Loss) before Exceptional Item |
31.97 |
(1,120.94) |
Exceptional Item: Add : Profit on Sale of Undertaking |
_ |
460.74 |
Profit (Loss) before Tax |
31.97 |
(660.20) |
Tax Expense Deferred Tax Asset / (Liability) |
8.06 |
345.02 |
Excess Tax Provision for Earlier years |
2.15 |
â |
Profit (Loss) after Taxation |
42.18 |
(315.18) |
Other Comprehensive Income / (Loss) |
25.49 |
(16.40) |
Total Comprehensive Income / (Loss) |
67.67 |
(331.58) |
STATEMENT OF COMPANY AFFAIRS
The total revenue from operations of the Company for the year under review was Rs.74.08 lacs as against Rs. 15697.36 lacs in previous year, while the profit before finance cost, depreciation and taxation stood at Rs.230.51 lacs as against Rs. 145.80 lacs for the previous year. Profit after tax for the year was Rs.42.18 lacs as against the loss of Rs 315.18 lacs for the previous year. The total comprehensive income for the year was Rs.67.67 lacs as against total comprehensive loss of Rs.331.58 for the previous year. The figures for the financial year 2017-18 are not comparable with the figures for the financial year 2016-17 as the Company had sold its Fila and Fitness business under slump sale basis to Cravatex Brands Limited, a subsidiary of the Company in the financial year 2016-17.
DIVIDEND
The Directors are pleased to recommend dividend of 4% (at the rate of Rs.0.40 per share of Rs.10/- each) on 90,00,000 Non Convertible Cumulative Redeemable Preference Shares allotted on 12/04/2016 for the period ended 2016-17 and for financial year ended 2017-18, which would be tax-free in the hands of the Members.
The Directors are also pleased to recommend dividend of 10% (at the rate of Rs. 1/- per equity share of Rs. 10/- each) for the financial year 2017-18, which would be tax-free in the hands of the Members.
EQUITY SHARE CAPITAL
The total issued, subscribed and paid up equity share capital of the Company as on March 31, 2018 was Rs.2,58,41,600/- divided into 25,84,160 equity shares of Rs. 10/- each (listed on BSE).
PREFERENCE SHARES
The Company has issued 90,00,000 4% Non Convertible Cumulative Redeemable Preference shares of Rs. 10/- each (unlisted) on private placement basis.
TRANSFER TO RESERVES
The Company has not transferred any amount to the general reserves.
FIXED DEPOSITS
The Company does not have any fixed deposits as on March 31, 2018 and accordingly, there were no unclaimed deposits as on that date.
INSURANCE
The fixed assets of the Company have been adequately insured.
DIRECTORS & KMP
Mr. Rajesh Batra (DIN 00020764) is retiring by rotation and, being eligible, offer himself for re-appointment.
There are no appointment/cessation of the Key Managerial Persons (KMP) during the financial year ended March 31, 2018.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
AUDIT COMMITTEE
The details pertaining to the composition of audit committee are included in the Corporate Governance Report, which forms part of this report.
SUBSIDIARY
(I) CRAVATEX BRANDS LTD (CBL)
The financial year 2017-18 witnessed a trailing impact of demonetisation. Initial glitches of GST implementation also played its part in slowing down the purchases by customers. Although these government initiatives were expected to benefit all in the medium to long term, the organised sector had to struggle to recover from the setback in the short term. The branded goods sector was among the worst hit due to deferred purchases by end customers and the wholesalers. CBL registered a turnover of Rs.11338 lacs and recorded a loss of Rs.1394 lacs before finance cost, depreciation and taxation with total comprehensive loss after tax at Rs.2100 lacs. Negative profitability was mainly on account of lower sales.
Sales were subdued in the early part of the financial year on account of the slow down due to demonetisation and the uncertainty on GST implementation. The worst affected were the sector of multi brand dealers. The market began settling down in the second half of the year, although margins remained under pressure. The company has taken corrective steps to increase its presence in large format organised retail, as well as rationalising its product mix and improve operational efficiency. The impact of these steps will be seen in the coming years.
Wellness sales grew at a slower pace than expected due to a slow down in the real estate sector. The whole market was impacted due to the revised GST rate of 28% which was prescribed for this sector. The rate was subsequently reduced to 18%. The sector also felt the impact of demonetisation and RERA. Against this backdrop, the division still performed profitably.
After a short disruption due to demonetisation and GST glitches, the domestic consumer goods industry is showing signs of recovery. With induction of new personnel at the top and middle level operating team, marketing initiatives, improved operations and innovative products, CBL is expected to perform better in the ensuing year.
(II) BB (UK) Limited (BBUK)
BBUK has completed its seventh year of operations. Apart from operating FILA license in UK, Ireland, Middle East and Africa, it provides sourcing services to overseas FILA licensees. During the FY 2017-18 the companyâs performance had been extremely good. In INR terms the turnover grew from INR 108,26 lacs to INR 242,06 lacs recording an increase of over 123% and profit before tax from INR 201 lacs to INR 1001 lacs over previous year. Major sales revenue came from expansion in sourcing services to FILA licensees. The company has been successful in garnering the business on account of its efficiency and quality of services.
The overall improved outlook in both the subsidiaries augurs well for the company.
The salient features of the financial statement of the subsidiary is set out in the prescribed Form AOC-1, which forms part of the annual report.
The annual accounts of the subsidiaries will also be kept open for inspection for the Members at the Registered Office of the Company during the Companyâs business hours on any working day upto and including the date of the Annual General Meeting.
DIRECTORSâ RESPONSIBILITY STATEMENT
As required under Section 134(5) of the Companies Act, 2013, the Directors state that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had 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 at the end of the financial year and of the profit and loss of the company for that period;
(c ) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) 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.
(f) 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.
CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance in terms of Regulation 4(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been complied with. A separate report on Corporate Governance is being incorporated as a part of the Annual Report along with a Certificate from a Practicing Company Secretary.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed and forms a part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information required pursuant to Section 134(3)(m) of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, is given in Annexure I to this Report.
CONSOLIDATED ACCOUNTS
The Company had adopted the Indian Accounting Standards (IND AS) from April 1, 2017, and accordingly, the consolidated financial statements have been prepared in accordance with the recognition and measurement principles in IND AS Interim Financial Reporting and those prescribed under the Companies Act, 2013 read with the relevant rules issued thereunder and the other accounting principles issued by the Institute of Chartered Accountants of India.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the annual return in Form MGT-9 as required under Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is included in this report as Annexure II and forms a part of this report.
PARTICULARS OF THE EMPLOYEES
The Information required under Section 197(12) of the Companies Act, 2013 read with rules made thereunder is included as Annexure IV and forms part of this report.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Regulation 4(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board functioning, composition and the Board and its committee, culture, execution and performance of specific duties, obligations and governance.
The performance evaluation of the Independent Directors was completed. The performance of the Chairman and Non-Independent Directors were carried out by the Independent Directors. The Board of Directors have expressed their satisfaction with the evaluation process.
NUMBER OF BOARD MEEETINGS
The Company held 4 (four) Board Meetings during the Financial Year 2017 - 18. These were on May 25, 2017, September 8, 2017, November 30, 2017 and February 12, 2018.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of loans, guarantees and investments, if any, covered under section 186 of the Companies Act, 2013 are given in the notes to the financial statement.
WHISTLE BLOWER POLICY
The Company has a whistle blower policy for reporting genuine concerns or grievances. The whistle blower policy has been posted on the website of the Company
NOMINATION AND REMUNERATION POLICY
Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015, the Remuneration Policy has been formulated and adopted by the Board. The details are as follows:
PURPOSE OF THE POLICY
(a) To provide guidelines to the Board while identifying persons for appointment as directors / for positions in senior management
(b) To identify and evaluate the suitability of persons for recommending them to the Board for their appointment as directors including managing directors and executive directors, as also persons who may be appointed in senior management positions.
(c) To recommend to the Board the Remuneration payable to the Directors, Key Managerial Personnel and Senior Management. The terms of remuneration shall be based keeping in view various aspects including qualifications, experience, performance, commitment, leadership skills, etc.
(d) To devise plans from time to time to motivate, retain and promote talent so as to ensure long term continuity of such personnel and in the process creating competitive advantage for the Company.
ROLE OF THE COMMITTEE
(a) To identify persons who are suitable for appointment as directors.
(b) To recommend the remuneration policy for the directors, KMP and senior management.
(c) To formulate the criteria for evaluation of Independent Directors and the Board;
(d) To devise a policy on Board diversity.
(e) To disclose the remuneration policy and the evaluation criteria in its Annual Report.
(f) To recommend Board about the appointment and removal of directors.
(g) While formulating such a policy the Committee shall ensure that:
â the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;
â relationship of remuneration to performance is clear and meets appropriate performance benchmarks.
RELATED PARTY TRANSACTIONS
All transaction entered with related parties were on arms length basis in the ordinary course of business and that the provisions of section 188 of the Companies Act, 2013 were not attracted. Hence, disclosure under Form AOC - 2 is not required. Further there are no material related party transactions during the year under review with the Promoters, Key Managerial Persons and Senior Management Personnel. The Company has developed a related party transactions framework through standard operating procedures for the purpose of identification and monitoring of such transactions. All related party transactions are placed before the audit committee and Board for approval.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future
CORPORATE SOCIAL RESPONSIBILITY
Since the company has reported average losses in the 3 immediately preceding financial years and not being the specified class of company the provisions of Section 135 of the Companies Act, 2013 were not applicable to the Company.
SECRETARIAL AUDIT
In terms of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company had appointed M/s. Hemanshu Kapadia & Associates, Practising Company Secretary, to conduct the Secretarial Audit for the financial year 2017-18. The secretarial audit report is included as Annexure V and forms a part of this report.
INTERNAL CONTROL SYSTEMS
Objective evaluation of adequacy and efficiency of internal controls and systems are done by qualified audit firm and monitored closely by the top management. Present control systems are considered as adequate for the size of business.
RISK MANAGEMENT
The risks that the Company is exposed to and the measures taken by the Company to tackle the same are as follows:
Sr. No. |
Risk Description |
Key Risk Matrix |
Mitigation Measure |
1 |
Destruction of properties and assets due to fire etc |
Loss of assets resulting in financial loss. |
Comprehensive insurance is taken and monitored from time to time for adequacy. |
2 |
Loss of income from office premises |
Fall in rentals in the market, Premises falling vacant |
A duy registered Leave and License is contracted with reputed Licensee. |
AUDITORSâ REPORT
There are no qualifications, reservation, adverse remark or disclaimer made by the Auditors and do not call for any explanation or comment under Section 134(1 )(f) of the Companies Act, 2013.
STATUTORY AUDITORS
M/s. GPS and Associates, Chartered Accountants, Mumbai (Firm Regd. No. 121344W) were appointed as the Statutory Auditors of the Company in the 65th Annual General Meeting of the Company to hold office for a period of 5 years from the conclusion of the 65th Annual General Meeting until the conclusion of the 70th Annual General Meeting subject to ratification of their appointment at every Annual General Meeting of the Company.
Pursuant to the Companies (Amendment) Act, 2017, the provision related to ratification of appointment of Auditors by Members at every Annual General Meeting has been done away with. Accordingly, the proposal for ratification of appointment of Statutory Auditor is not forming part of the Notice convening Annual General Meeting of the Company. The said Statutory Auditor shall hold office until the conclusion of the 70th Annual General Meeting.
PREVENTION OF SEXUAL HARASSMENT
The Company is committed to provide a safe and conducive work environment to all women employees. The Company strives hard to ensure that all women employees are treated with dignity and respect, and are committed to providing a work environment free of sexual harassment. Pursuant to the Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013 and rules made thereunder, the Company has a Policy for prevention of Sexual Harassment in the Company. This policy is applicable to all categories of employees of the Company, including permanent management, temporary staff, trainees and employees on contract at its workplace.
During the financial year 2017-18, there were no cases reported under the Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013.
TRANSFER OF UNCLAIMED SHARES TO IEPF
Section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017 and General Circular No.12/2017 dated October 16, 2017, stipulated that shares on which dividend has not been paid or claimed for 7 consecutive years or more are to be transferred to the Investor Education and Protection Fund (IEPF), a Fund constituted by the Government of India under Section 125 of the Companies Act, 2013. Accordingly, the Company had sent individual notices to the respective shareholders at their latest available address in the records of Company and Depositories providing the details of shares which are due for transfer requesting them to claim their unpaid dividends on or before November 28, 2017 and avoid the transfer of their shares to IEPF. The Company had also published a newspaper notice in business standard in english and in sakal in Marathi on November 16, 2017 to this effect. In case where no valid claim was received on or before November 28, 2017, the Company would take necessary steps to issue duplicate share certificate (for the shares held in physical mode) and issue delivery instruction slip (for the shares held in demat mode) and transfer the shares to IEPF account. Accordingly, 35,094 Equity Shares of the Company have been transferred to the Investor Education and Protection Fund (IEPF) for the financial year 2009-10 in accordance with Section 125 of the Companies Act, 2013 read with the rules made thereunder.
ACKNOWLEDGEMENT
Your directors wish to place on record their appreciation for the efforts, hard work, dedication and commitment put by employees at all levels as also for the valuable support extended by the Members, Bankers and other business associates.
For and on behalf of the Board of Directors
Rajesh Batra
Chairman & Managing Director
Place : Mumbai
Dated : May 25, 2018
CIN : L93010MH1951PLC008546
Registered Office:
Sahas, 4th Floor, 414/2, Veer Savarkar Marg,
Prabhadevi, Mumbai-400 025.
Tel. No.: 91 22 66667474
E-mail: [email protected]
Website: www.cravatex.com
Mar 31, 2016
DIRECTORSâ REPORT To The Members of Cravat Limited
The Directors present the audited Financial Statements of the Company including audited Balance Sheet and the Statement of Profit and Loss together with their Report for the year ended March 31, 2016.
Current Year |
Previous Year |
|
Rupees |
Rupees |
|
FINANCIAL RESULTS |
||
Earnings before Finance Cost, Depreciation and Taxation |
6,04,67,587 |
16,17,58,760 |
Less: Finance Cost |
11,97,78,663 |
9,54,76,644 |
Less: Depreciation |
3,08,36,271 |
3,59,03,459 |
Profit before Taxation |
(9,01,47,347) |
3,03,78,663 |
Provision for Taxation: Current Tax |
(65,00,000) |
|
MAT Credit Entitlements |
â |
39,00,000 |
Deferred Tax Credit/(Debit) |
(21,10,836) |
(49,88,769) |
Profit after Current Taxation |
(9,22,58,183) |
2,27,89,894 |
Add : Brought forward from Previous Year |
2,01,63,231 |
1,74,63,991 |
Balance available for Appropriation/ (Deficit) |
(7,20,94,952) |
4,02,53,885 |
Add : Debit Balance adjusted by transfer from general reserve |
7,20,94,952 |
â |
â |
4,02,53,885 |
|
Less: Appropriations Adjustments relating to Fixed Assets |
38,70,012 |
|
Proposed Dividend |
â |
51,68,320 |
Tax on Proposed Dividend |
â |
10,52,322 |
Amount transferred to General Reserve |
â |
1,00,00,000 |
Balance in Profit and Loss Account |
â |
2,01,63,231 |
STATEMENT OF COMPANY AFFAIRS
The turnover of the Company for the year under review was Rs.185,91 lacs as against Rs.185,73 lacs in previous year, while the earning before finance cost, depreciation and taxation stood at Rs.605 lacs as against Rs.1,618 lacs for the respective year. Loss after tax for the year was Rs 922.58 lacs as against the profit of Rs 227.90 lacs for previous year.
DIVIDEND
Since the company has reported losses, the Directors have decided not to recommend any dividend on the shares of the Company for the year ended March 31, 2016.
SHARECAPITAL
The paid up equity share capital as on March 31, 2016 was Rs.2,58,41,600/-. During the financial year 2015-16 the Company has not issued any equity shares.
The company had on April 12, 2016 allotted 90,00,000 4% Non - Convertible Cumulative Redeemable Preference shares to the Promoter Group on Private Placement basis. Consequently, the total issued, subscribed and fully paid up share capital of the Company w.e.f April 12, 2016 is Rs. 11,58,41,600/- divided into 25,84,160 equity shares of Rs. 10/- each and 90,00,000 4% Non - Convertible Cumulative Redeemable Preference shares of Rs. 10/- each.
INCREASE IN AUTHORISED SHARE CAPITAL
The authorized share capital of the Company w.e.f. April 2, 2016 increased from Rs.5,00,00,000/- divided into 48,50,000 Equity Shares of Rs.10/- each and 15,000 9.5% Cumulative Redeemable Preference Shares of Rs.100/- each to Rs.15,00,00,000/- divided into 48,50,000 Equity Shares of Rs.10/- each and 1,01,50,000 Preference shares of Rs. 10/- each. The existing 15,000 9.5% Cumulative Redeemable Preference Shares of Rs.100/- each has been reclassified and increased to 1,01,50,000 Preference Shares of Rs. 10/- each.
TRANSFER TO RESERVES
The company has not transferred any amount to the general reserves due to losses.
FIXED DEPOSITS
The Company had accepted unsecured fixed deposits from its various members under the provisions of erstwhile Section 58A of the Companies Act 1956 and the rules made there under. The Company does not invite or accept any fresh deposits from its member but renews the existing unsecured deposits as and when due for renewal.
The total Unsecured Fixed Deposits stood at Rs.2,25,25,000/- as on March 31, 2016 and there were no unclaimed deposits as on that date.
There has been no default in repayment of deposits or payment of interest thereon during the year and all deposits are in compliance with the requirements of Chapter V of the Companies Act, 2013
INSURANCE
The fixed assets of the Company have been adequately insured.
ISO 9001 : 2008
The Company successfully conducted the Surveillance Audit for year 2015 under ISO 9001 : 2008 certification for its Fitness division.
DIRECTORS
- Mr. Nabankur Gupta (DIN 00020125) is retiring by rotation and, being eligible, offer himself for re-appointment.
- Mr. Rajesh Batra (DIN 00020764) was appointed as the Managing Director of the Company for a period of 5 (five) years with effect from June 1, 2011 upto May 31, 2016. It is proposed to re-appoint Mr. Rajesh Batra as the Managing Director of the Company for a further period of 3 (three) years with effect from June 1, 2016 and pay a remuneration upto Rs.42 lacs to Mr. Rajesh Batra.
- Ms. Pheroza Jimmy Bilimoria (DIN 00191386) was appointed as an Independent Director for a period of 5 years from August 14, 2015 upto August 13, 2020 or upto the date of Annual General Meeting to be held in the calendar year 2020, whichever is earlier.
- Mr. Divakar Kamath was promoted and re-designated as President - Corporate Affairs of the Company w.e.f. December 7,
2015 and accordingly he ceased to be the Chief Financial Officer of the Company w.e.f. December 7, 2015.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
AUDIT COMMITTEE
The details pertaining to the composition of audit committee are included in the Corporate Governance Report, which forms part of this report.
SUBSIDIARY
BB (UK) Ltd., a wholly owned subsidiary of the Company completed its fifth year of operations. It operates the FILA license in parts of the UK, Ireland, Middle East and Africa. It also provides sourcing services to several FILA licensees across the world. In a very difficult economic environment, it achieved a turnover of Rs.6882.63 lacs (previous year Rs. 4682.45 lacs) and a profit before tax of Rs. 157.93 lacs (previous year Rs.46.84 lacs).
In accordance with the provisions of Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and its subsidiary company, which is forming part of the annual report.
The salient features of the financial statement of the subsidiary is set out in the prescribed Form AOC-1, which forms part of the annual report.
The annual accounts of the subsidiary will also be kept open for inspection for the Members at the Registered Office of the Company during the Company''s business hours on any working day up to and including the date of the Annual General Meeting.
DIRECTORSâ RESPONSIBILITY STATEMENT
As required under Section 134(5) of the Companies Act, 2013, the Directors state that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had 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 at the end of the financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) 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.
CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance in terms of Regulation 4(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been complied with. A separate report on Corporate Governance is being incorporated as a part of the Annual Report along with a Certificate from a Practicing Company Secretary.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed and forms a part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information required pursuant to Section 134(3)(m) of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, is given in the Annexure I to this Report.
PARTICULARS OF THE EMPLOYEES
There was only 1 person employed throughout the year, who was in receipt of of Rs.60 lacs per annum or more and none of the employee employed for part of the financial year was in receipt of remuneration of Rs.5 lacs per month or more. During the financial year ended March 31, 2016 the company had 304 permanent employees on the rolls of company.
The Information required under Section 197(12) of the Companies Act, 2013 read with rules made there under forms part of this report. However, as per provision of Section 136(1) of the Companies Act, 2013 the accounts are being sent to all Members excluding the statement of particulars of employees under Section 197(12) of the Act. The company will make available the particulars available to the Members, seeking such information at any point of time. The particulars of the employees u/s 136(1) will also be kept open for inspection for the Members at the Registered Office of the Company during the Company''s business hours on any working day up to and including the date of the Annual General Meeting or any adjournment or adjournments thereof.
CHANGES IN THE NATURE OF BUSINESS
There is no change in the nature of business carried on by the Company and of its Subsidiary. The Company has not changed the class of business in which the Company has an interest.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments, 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 the report.
CONSOLIDATED ACCOUNTS
The consolidate financial statements of the Company are prepared in accordance with the relevant accounting standards viz AS-21, AS-23 and AS-27 issued by the Institute of Chartered Accountants of India and forms a part of this report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the annual return in Form MGT-9 as required under Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is included in this report as Annexure II and forms a part of this report.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Regulation 4(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board functioning, composition and the Board and its committee, culture, execution and performance of specific duties, obligations and governance.
The performance evaluation of the Independent Directors was completed. The performance of the Chairman and Non-Independent Directors were carried out by the Independent Directors. The Board of Directors express their satisfaction with the evaluation process.
NUMBER OF BOARD MEEETINGS
The Company held 4 (four) Board Meetings during the Financial Year 2015 - 16. These were on May 29, 2015, August 14, 2015, November 6, 2015 and February 12, 2016.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of loans, guarantees and investments covered under section 186 of the Companies Act, 2013 are given in the notes to the financial statement.
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.
NOMINATION AND REMUNERATION POLICY
The Board of Directors have framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Persons and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members.
RELATED PARTY TRANSACTIONS
All transaction entered with related parties were on arms length basis in the ordinary course of business and that the provisions of section 188 of the Companies Act, 2013 were not attracted. Hence, disclosure under Form AOC - 2 is not required. Further there are no material related party transactions during the year under review with the Promoters, Key Managerial Persons and Senior Management Personnel. The Company has developed a related party transactions framework through standard operating procedures for the purpose of identification and monitoring of such transactions. All related party transactions are placed before the audit committee and board for approval.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.
CORPORATE SOCIAL RESPONSIBILITY
The Company is committed to support the underprivileged sections of the society and thereby undertakes Corporate Social Responsibility initiatives in accordance with the terms of Section 135 of the Companies Act, 2013 and the guidelines stated in Schedule VII of the Companies Act 2013. The report on CSR activates as required under Companies (Corporate Social Responsibility) Rules 2014 is set out at annexure III and forms part of this report.
SECRETARIAL AUDIT
In terms of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s. Hemanshu Kapadia & Associates, Practicing Company Secretary, to conduct the Secretarial Audit for the financial year 2015-16. The secretarial audit report is included as Annexure IV and forms a part of this report.
INTERNAL CONTROL SYSTEMS
Objective evaluation of adequacy and efficiency of internal controls and systems are done by qualified audit firm and monitored closely by the top management. Present control systems are considered as adequate though constantly improved up on.
RISK MANAGEMENT
The risks that the Company is exposed to and the measures taken by the Company to tackle the same are as follows:
Sr. No. |
Risk Description |
Key Risk Matrix |
Mitigation Measure |
1 |
Increase in cost of goods due to adverse movement of foreign exchange rates. |
Reduction in profit margin. |
Open position is monitored daily and hedging is done by way of forward cover. |
2 |
Destruction of properties and assets due to fire etc |
Loss of assets resulting in financial loss. |
Comprehensive insurance is taken and monitored from time to time for adequacy. We have tied up with a corporate insurance consultant for all our insurance needs. |
3 |
Termination of licenses/selling arrangements |
Discontinuation of business in related specified product |
1. FILA License: A comprehensive document listing all compliance parameters with name of persons responsible is in place. 2. Johnsons Distribution Arrangement: Achieving of annual sales target is the main compliance parameter which is discussed with the licensor and complied with. 3. Wilson Distribution Arrangement: Achieving of annual sales target is the main compliance parameter which is discussed with the licensor and complied with. |
AUDITORSâ REPORT
There are no qualifications, reservation, adverse remark or disclaimer made by the Auditors and do not call for any explanation or comment under Section 134(1 )(f) of the Companies Act, 2013.
STATUTORY AUDITORS
M/s. S. P. Chopra & Co. (Registration No.101911W), Chartered Accountants, will retire at the conclusion of this Annual General Meeting and are eligible for re-appointment as auditors of the Company.
PREVENTION OF SEXUAL HARASSMENT
The Company is committed to provide a safe and conductive work environment to all women employees. The Company strideâs hard to ensure that all women employees are treated with dignity and respect, and are committed to providing a work environment free of sexual harassment. Pursuant to the Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013 and rules made there under, the Company has a Policy for prevention of Sexual Harassment in the Company. This policy is applicable to all categories of employees of the Company, including permanent management, temporary staff, trainees and employees on contract at its workplace.
During the financial year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013.
ACKNOWLEDGEMENT
Your directors wish to place on record their appreciation for the efforts, hard work, dedication and commitment put by employees at all levels as also for the valuable support extended by the Members, Bankers and other business associates.
For and on behalf of the Board of Directors
Rajesh Batra
Chairman & Managing Director
Place : Mumbai
Dated : May 27, 2016
CIN : L93010MH1951PLC008546
Registered Office:
Sahas, 4th Floor, 414/2, Veer Savarkar Marg,
Prabhadevi, Mumbai-400 025.
Tel. No.: 91 22 66667474,
Fax No.: 91 22 24313210
E-mail: [email protected]
Website: www.cravatex.com
Mar 31, 2015
The Members of Cravatex Limited
The Directors present the audited Financial Statements of the Company
including audited Balance Sheet and the Statement of Profit and Loss
together with their Report for the year ended March 31, 2015.
Current Year Previous Year
Rupees Rupees
FINANCIAL RESULTS
Earnings before Finance Cost, Depreciation 16,17,58,766 15,96,04,155
and Taxation
Less: Finance Cost 9,54,76,644 7,52,84,776
Less: Depreciation 3,59,03,459 2,72,97,684
Profit before Taxation 3,03,78,663 5,70,21,695
Provision for Taxation:
Current Tax (65,00,000) (1,15,00,000)
MAT Credit Entilements 39,00,000 35,00,000
Deferred Tax Credit/(Debit) (49,88,769) (75,53,828)
(Short)/Excess Provision for Earlier Years  (2,78,957)
Profit after Current Taxation 2,27,89,894 4,11,88,910
Adding thereto:
Brought forward from Previous Year 1,74,63,991 3,18,56,764
Available for Appropriation 4,02,53,885 7,30,45,674
Less Appropriations:
Adjustments relating to Fixed Assets 38,70,012 Â
Proposed Dividend 51,68,320 90,44,560
Tax on Proposed Dividend 10,52,322 15,37,123
Amount transferred to General Reserve 1,00,00,000 4,50,00,000
Balance in Profit and Loss Account 2,01,63,231 1,74,63,991
STATEMENT OF COMPANY AFFAIRS
The turnover of the Company for the year under review has increased
from Rs.18,515 lacs to Rs.18,573 lacs, while the earning before finance
cost, depreciation and taxation stood at Rs.1,618 lacs as against Rs.
1,596 lacs. The Net Profit after tax for the year was Rs.228 lacs as
against Rs. 412 lacs last year. The balance in Profit and Loss account
is Rs.202 lacs.
DIVIDEND
The Directors are pleased to recommend dividend of Rs.2/- per equity
share (previous year Rs.3.50 per equity share) on the nominal value of
Rs.10/- per equity share for the year under review, which would be
tax-free in the hands of the Members. The Dividend if approved by the
Members at the Annual General Meeting, will absorb Rs.51,68,320/-.
SHARECAPITAL
The paid up equity share capital as on March 31, 2015 was
Rs.2,58,41,600/-. During the year under review, the Company has not
issued any shares.
TRANSFER TO RESERVES
The Company proposes to transfer Rs. 1,00,00,000/- to the general
reserves out of the amount available for appropriation and an amount of
Rs. 2,01,63,231/- is proposed to be retained in the profit and loss
account.
FIXED DEPOSITS
The Company had accepted unsecured fixed deposits from its various
members under the provisions of erstwhile Section 58A of the Companies
Act, 1956 and the rules made thereunder. The Company does not invite or
accept any fresh deposits from its member but renews the existing
unsecured deposits as and when due for renewal.
The total Unsecured Loans and Deposits stood at Rs. 2,35,25,000/- as on
March 31, 2015 and there were no unclaimed deposits as on that date.
There has been no default in repayment of deposits or payment of
interest thereon during the year and all deposits are in compliance
with the requirements of Chapter V of the Companies Act, 2013.
INSURANCE
The fixed assets of the Company have been adequately insured.
ISO 9001 : 2008
The Company successfully conducted the Surveillance Audit for year 2014
under ISO 9001 : 2008 certification for its Fitness division.
DIRECTORS
- Mr. Rajesh Batra (DIN 00020764) is retiring by rotation and, being
eligible, offer himself for re-appointment.
- Ms. Pheroza Jimmy Bilimoria (DIN 00191386) was appointed as an
Additional Director of the Company by the Board of Directors with
effect from September 19, 2014 in terms of Section 161(1) of the
Companies Act, 2013 and Article 185 of the Articles of Association of
the Company and holds office upto the date of forthcoming Annual
General Meeting
In terms of Section 149 and other applicable provisions of the
Companies Act, 2013, Ms. Bilimoria being eligible and offering herself
for appointment is proposed to be appointed as an Independent Director
for five consecutive years from the date of Annual General Meeting to
be held on August 14, 2015 upto August 13, 2020 or upto the date of
Annual General Meeting to be held in the calendar year 2020, whichever
is earlier. A notice has been received from a member proposing Ms.
Bilimoria as a candidate for the office of Independent Director of the
Company.
- Mr. N. Santhanam (DIN 00027724), Mr. N.R. Mahalingam (DIN 00035601),
Dr. S.D. Israni (DIN 00125532), Mr. Arjun Bulchandani (DIN 00049092)
and Mr. H.K. Vakharia (DIN 00020966) were appointed as Independent
Directors for five consecutive years for a term upto March 31, 2019 in
the Annual General Meeting held on August 13, 2014.
- None of the Directors or Key Managerial Personnel have resigned
during the financial year 2014-15 DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013.
AUDIT COMMITTEE
The details pertaining to the composition of audit committee are
included in the Corporate Governance Report, which forms part of this
report.
SUBSIDIARY
BB (UK) Ltd., a wholly owned subsidiary of the Company completed its
fourth year of operations. It operates the FILA license in parts of the
UK, Ireland, Middle East and Africa. It also provides sourcing services
to several FILA licensees across the world. In a very difficult
economic environment, it achieved a turnover of Rs.4682.45 lacs
(previous year Rs. 5866.90 lacs) and a profit before tax of Rs.46.84
lacs (previous year Rs.61.12 lacs).
In accordance with the provisions of Section 129(3) of the Companies
Act, 2013, the Company has prepared a consolidated financial statement
of the Company and its subsidiary company, which is forming part of the
annual report.
The salient features of the financial statement of the subsidiary is
set out in the prescribed Form AOC-1, which forms part of the annual
report.
The annual accounts of the subsidiary will also be kept open for
inspection for the Members at the Registered Office of the Company
during the Company's business hours on any working day upto and
including the date of the Annual General Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134(5) of the Companies Act, 2013, the
Directors state that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had 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 at the end of the financial year and of the profit and
loss of the company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis; and
(e) the directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively.
(f) 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.
CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure that all mandatory
provisions of Corporate Governance in terms of Clause 49 of the Listing
Agreement with the Bombay Stock Exchange Limited has been complied
with. A separate report on Corporate Governance is being incorporated
as a part of the Annual Report along with a Certificate from a
Practicing Company Secretary.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under
review, as stipulated under Clause 49 of the Listing Agreement with the
Stock Exchange is annexed and forms a part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information required pursuant to Section 134(3)(m) of the Companies
Act, 2013 read with The Companies (Accounts) Rules, 2014, is given in
the Annexure I to this Report.
PARTICULARS OF THE EMPLOYEES
There was only 1 person employed throughout the year, who was in
receipt of Rs. 60 lacs per annum or more and none of the employee
employed for part of the financial year was in receipt of remuneration
of Rs. 5 lacs per month or more. During the financial year ended March
31, 2015 the company had 311 permanent employees on the rolls of
company.
The Information required under Section 197(12) of the Companies Act,
2013 read with rules made thereunder forms part of this report.
However, as per provision of Section 136(1) of the Companies Act, 2013
the accounts are being sent to all Members excluding the statement of
particulars of employees under Section 197(12) of the Act. The company
will make available the particulars available to the Members, seeking
such information at any point of time. The particulars of the employees
u/s 136(1) will also be kept open for inspection for the Members at the
Registered Office of the Company during the Company's business hours on
any working day upto and including the date of the Annual General
Meeting or any adjournment or adjournments thereof.
CHANGES IN THE NATURE OF BUSINESS
There is no change in the nature of business carried on by the Company
and of its Subsidiary. The Company has not changed the class of
business in which the Company has an interest.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments, 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 the report.
CONSOLIDATED ACCOUNTS
The consolidate financial statements of the Company are prepared in
accordance with the relevant accounting standards viz AS-21, AS-23 and
AS-27 issued by the Institute of Chartered Accountants of India and
forms a part of this report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the annual return in Form
MGT-9 as required under Section 92(3) of the Companies Act, 2013 and
Rule 12(1) of the Companies (Management and Administration) Rules, 2014
is included in this report as Annexure II and forms a part of this
report.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the listing agreement, a structured questionnaire was prepared after
taking into consideration the various aspects of the Board functioning,
composition and the Board and its committee, culture, execution and
performance of specific duties, obligations and governance.
The performance evaluation of the Independent Directors was completed.
The performance of the Chairman and Non-Independent Directors were
carried out by the Independent Directors. The Board of Directors
express their satisfaction with the evaluation process.
NUMBER OF BOARD MEEETINGS
The Company held 4 (four) Board Meetings during the Financial Year 2014
- 15. These were on May 30, 2014, August 13, 2014, November 12, 2014
and February 12, 2015.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of loans, guarantees and investments covered under section 186
of the Companies Act, 2013 are given in the notes to the financial
statement.
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.
NOMINATION AND REMUNERATION POLICY
The Board of Directors have framed a policy which lays down a framework
in relation to remuneration of Directors, Key Managerial Persons and
Senior Management of the Company. This policy also lays down criteria
for selection and appointment of Board Members.
RELATED PARTY TRANSACTIONS
All transaction entered with related parties were on arms length basis
in the ordinary course of business and that the provisions of section
188 of the Companies Act, 2013 were not attracted. Hence, disclosure
under Form AOC-2 is not required. Further there are no material related
party transactions during the year under review with the Promoters, Key
Managerial Persons and Senior Management Personnel. The Company has
developed a related party transactions framework through standard
operating procedures for the purpose of identification and monitoring
of such transactions. All related party transactions are placed before
the audit committee and board for approval.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and company's
operations in future
CORPORATE SOCIAL RESPONSIBILITY
The Company is committed to support the underprivileged sections of the
society and thereby undertakes Corporate Social Responsibility
initiatives in accordance with the terms of Section 135 of the
Companies Act, 2013 and the guidelines stated in Schedule VII of the
Companies Act 2013. Since the projects undertaken are multi year
projects, the unspent amount will be spent in the next year. The report
on CSR activites as required under Companies (Corporate Social
Responsibility) Rules 2014 is set out at annexure III and forms part of
this report.
SECRETARIAL AUDIT
In terms of Section 204 of the Companies Act, 2013, and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the
Company has appointed M/s. Hemanshu Kapadia & Associates, Practising
Company Secretary, to conduct the Secretarial Audit for the financial
year 2014-15. The secretarial audit report is included as Annexure IV
and forms a part of this report.
INTERNAL CONTROL SYSTEMS
Objective evaluation of adequacy and efficiency of internal controls
and systems are done by qualified audit firm and monitored closely by
the top management. Present control systems are considered as adequate
though constantly improved up on.
RISK MANAGEMENT
The risks that the Company is exposed to and the measures taken by the
Company to tackle the same are as follows:
Risk Description :
Increase in cost of goods due to adverse movement of foreign exchange
rates.
Destruction of properties and assets due to fire etc
Termination of licenses/selling arrangements Key Risk Matrix
Reduction in profit margin. :
Loss of assets resulting in financial loss.
Discontinuation of business in related specified product
Mitigation Measure :
Open position is monitored daily and hedging is done by way of forward
cover.
Comprehensive insurance is taken and monitored from time to time for
adequacy. We have tied up with a corporate insurance consultant for all
our insurance needs.
1. FILA License:
A comprehensive document listing all compliance parameters with name of
persons responsible is in place.
2. Johnsons Distribution Arrangement:
Achieving of annual sales target is the main compliance parameter which
is discussed with the licensor and complied with.
3. Wilson Distribution Arrangement:
Achieving of annual sales target is the main compliance parameter which
is discussed with the licensor and complied with.
AUDITORS' REPORT
There are no qualifications, reservation, adverse remark or disclaimer
made by the Statutory Auditors and Secretarial Auditors and do not call
for any explanation or comment under Section 134(3)(f) of the Companies
Act, 2013.
STATUTORY AUDITORS
M/s. S. P Chopra & Co. (Registration No.101911W), Chartered
Accountants, will retire at the conclusion of this Annual General
Meeting and are eligible for re-appointment as auditors of the Company.
PREVENTION OF SEXUAL HARASSMENT
The Company is committed to provide a safe and conducive work
environment to all women employees. The Company strives hard to ensure
that all women employees are treated with dignity and respect, and are
committed to providing a work environment free of sexual harassment.
Pursuant to the Sexual Harassment of Women at Workplace (Prohibition,
Prevention and Redressal) Act, 2013 and rules made thereunder, the
Company has a Policy for prevention of Sexual Harassment in the
Company. This policy is applicable to all categories of employees of
the Company, including permanent management, temporary staff, trainees
and employees on contract at its workplace.
During the financial year under review, there were no cases filed
pursuant to the Sexual Harassment of Women at Workplace (Prohibition,
Prevention and Redressal) Act, 2013.
ACKNOWLEDGEMENT
Your directors wish to place on record their appreciation for the
efforts, hard work, dedication and commitment put by employees at all
levels as also for the valuable support extended by the Members,
Bankers and other business associates.
For and on behalf of the Board of Directors
Rajesh Batra
Chairman & Managing Director
Place : Mumbai
Dated : May 29, 2015
CIN : L93010MH1951PLC008546
Registered Office:
Sahas, 4th Floor, 414/2, Veer Savarkar Marg,
Prabhadevi, Mumbai-400 025.
Tel. No.: 91 22 66667474,
Fax No.: 91 22 24313210
E-mail: [email protected]
Website: www.cravatex.com
Mar 31, 2014
Dear members,
The Directors present the Audited Balance Sheet and Profit and Loss
Account of the Company together with their Report for the year ended
March 31, 2014.
Current Year Previous Year
Rupees Rupees
FINANCIAL RESULTS
Earnings before
Finance Cost,
Depreciation and
Taxation 15, 88, 95, 225 16, 84, 22, 415
Less: Finance Cost 7, 52, 84, 776 5, 01, 41, 930
Less: Depreciation 2, 65, 88, 754 1, 27, 31, 855
Profit before
Taxation 5, 70, 21, 695 10, 55, 48, 630
Provision for Taxation:
Current Tax (80, 00, 000) (2, 35, 00, 000)
Deferred Tax
Credit/(Debit) (75, 53, 828) (64, 24, 007)
(Short)/Excess
Provision for Earlier
Years (2, 78, 957) -
Profit after Current
Taxation 4, 11, 88, 910 7, 56, 24, 623
Adding thereto:
Brought forward
from Previous Year 3, 18, 56, 764 3, 18, 13, 824
Available for
Appropriation 7, 30, 45, 674 10, 74, 38, 447
Less Appropriations:
Proposed Dividend 90, 44, 560 90, 44, 560
Tax on Proposed
Dividend 15, 37, 123 15, 37, 123
Amount transferred
to General Reserve 4, 50, 00, 000 6, 50, 00, 000
Balance in Profit
and Loss Account 1, 74, 63, 991 3, 18, 56, 764
OPERATIONS
The turnover of the Company for the year under review has increased
from Rs. 16, 737 lacs to Rs. 18, 515 lacs, while the earning before
finance cost, depreciation and taxation stood at Rs. 1, 589 lacs as
against Rs. 1, 684 lacs. The Net Profit after tax for the year was Rs.
412 lacs as against Rs. 756 lacs last year. The balance in Profit and
Loss account is Rs. 175 lacs.
DIVIDEND
The Directors are pleased to recommend dividend of Rs. 3. 50 per equity
share (previous year Rs. 3. 50 per equity share) on the nominal value
of Rs. 10/- per equity share for the year under review, which would be
tax-free in the hands of the Members. The Dividend if approved by the
Members at the Annual General Meeting, will absorb Rs. 90, 44, 560/-.
FIXED DEPOSITS
The total Unsecured Loans and Deposits stood at Rs. 2, 49, 40, 000/- as
on March 31, 2014 and there were no unclaimed deposits as on that date.
The fixed assets of the Company have been adequately insured.
ISO 9001: 2008
The Company successfully conducted the Surveillance Audit for year 2013
under ISO 9001: 2008 certification for its Fitness division.
DIRECTORS
* Mr. Rajiv Batra is retiring by rotation and, being eligible, offer
himself for re-appointment.
* Mr. N. Santhanam, Mr. N. $. Mahalingam, Dr. S. D. Israni, Mr. Arjun
Bulchandani and Mr. H. K. Vakharia are Directors whose period of office
is liable to determination by retirement of directors by rotation under
the erstwhile applicable provisions of the Companies Act, 1956. In
terms of Section 149 and other applicable provisions of the Companies
Act 2013, Mr. N. Santhanam, Mr. N. $. Mahalingam, Dr. S. D. Israni, Mr.
Arjun Bulchandani and Mr. H. K. Vakharia being eligible and offering
themelves for appointment, are proposed to be appointed as Independent
Directors for five consecutive years for a term upto 31st March, 2019.
SUBSIDIARY
BB (UK) Ltd., a wholly owned subsidiary of the Company completed its
third year of operations. It operates the FILA license in parts of the
UK, Ireland, Middle East and Africa. It also provides sourcing services
to several FILA licensees across the world. In a very difficult
economic environment, it achieved a turnover of Rs. 5, 866. 90 lacs
(previous year Rs. 5, 220 lacs) and a profit before tax of Rs. 96. 87
lacs (previous year loss of Rs. 26. 95 lacs).
In accordance with the directions of the Ministry of Corporate Affairs,
Government of India under Section 212(8) of the Companies Act, 1956,
copy of the balance sheet, profit and loss account and other documents
of the subsidiary company have not been attached with the balance sheet
of the Company. Financial Information of the subsidiary has been
furnished separately in the consolidated accounts in the annual report.
The company will make available the annual accounts and other documents
of the subsidiary company to the Members of the Company, seeking such
information at any point of time. The annual accounts and other
documents of the subsidiary will also be kept open for inspection for
the Members at the Registered Office of the Company during the
Company''s business hours on any working day upto and including the
date of the Annual General Meeting or any adjournment or adjournments
thereof.
DIRECTOR''S RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act, 1956, the
Directors state that:
(i) in preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
(ii) they have 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 March 31, 2014 and of the profit or loss of the Company
for the year ended on that date;
(iii) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
(iv) they have prepared the annual accounts on a going concern basis.
Your Company has taken adequate steps to ensure that all mandatory
provisions of Corporate Governance in terms of Clause 49 of the Listing
Agreement with the Bombay Stock Exchange Limited has been complied
with. A separate report on Corporate Governance is being incorporated
as a part of the Annual Report along with a Certificate from a
Practicing Company Secretary.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information required pursuant to Section 217(1)(e) of the Companies
Act, 1956 read with Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988, is given in the Annexure I to this
Report.
PARTICULARS OF THE EMPLOYEES
The Information required under Section 217(2A) of the Companies Act,
1956 read with rules made thereunder forms part of this report.
However, as per provision of Section 219(1)(b)(iv) of the Act, the
accounts are being sent to all Members excluding the statement of
particulars of employees under Section 217(2A) of the Act. The company
will make available the particulars available to the Members, seeking
such information at any point of time. The particulars of the employees
u/s 217(2A) will also be kept open for inspection for the Members at
the Registered Office of the Company during the Company''s business
hours on any working day upto and including the date of the Annual
General Meeting or any adjournment or adjournments thereof.
AUDITOR''S REPORT
There are no qualifications, and the remarks made by the Auditors are
self-explanatory and do not call for any clarification under Section
217 of the Companies Act, 1956.
AUDITORS & BRANCH AUDITORS
M/s. S. P. Chopra & Co. (Registration No. 101911W), Chartered
Accountants, will retire at the conclusion of this Annual General
Meeting and are eligible for re-appointment. The members are also
requested to appoint M/s. M. $. Jayaprakash & Associates (Registration
No. 007319S), Chartered Accountants as the Branch Auditors for
Company''s operations at Bangalore.
ACKNOWLEDGEMENT
Your directors wish to place on record their appreciation for the
efforts, hard work, dedication and commitment put by employees at all
levels as also for the valuable support extended by the Members,
Bankers and other business associates.
For and on behalf of the Board of Directors
Rajesh Batra
Chairman & Managing Director
Place : Mumbai
Dated : May 30, 2014
CIN : L93010MH1951PLC008546
Registered Office:
Sahas, 4th Floor, 414/2, Veer Savarkar Marg,
Prabhadevi, Mumbai-400 025.
Tel. No.: 91 22 66667474, Fax No.: 91 22 24313210
E-mail: [email protected]
Website: www.cravatex.com
Mar 31, 2013
To The Members of Cravatex Limited
The Directors present the Audited Balance Sheet and Profit and Loss
Account of the Company together with their Report for the year ended
March 31, 2013.
Current Year Previous Year
Rupees Rupees
FINANCIAL RESULTS
Earnings before Finance Cost,
Depreciation and Taxation 16,84,22,415 16,57,87,626
Less: Finance Cost 5,01,41,930 3,68,81,614
Less: Depreciation 1,27,31,855 89,97,582
Profit before Taxation 10,55,48,630 11,99,08,430
Provision for Taxation:
Current Tax (2,35,00,000) (3,74,00,000)
Deferred Tax Credit/(Debit) (64,24,007) (4,35,340)
(Short)/Excess Provision for
Earlier Years 4,84,800
Profit after Current Taxation 7,56,24,623 8,25,57,890
Adding thereto:
Brought forward from Previous Year 3,18,13,824 2,72,67,754
Available for Appropriation 10,74,38,447 10,98,25,644
Less Appropriations:
Proposed Dividend 90,44,560 90,44,560
Tax on Proposed Dividend 15,37,123 14,67,260
Amount transferred to
General Reserve 6,50,00,000 6,75,00,000
Balance in Profit and Loss Account 3,18,56,764 3,18,13,824
OPERATIONS
The turnover of the Company for the year under review has increased
from Rs.15,658 lacs to Rs.16,737 lacs, while the earning before finance
cost, depreciation and taxation stood at Rs.1,684 lacs as against
Rs.1,658 lacs. The Net Profit after tax for the year was Rs.756 lacs as
against Rs.826 lacs last year. The balance in Profit and Loss Account
is Rs.318.57 lacs.
DIVIDEND
The Directors are pleased to recommend dividend of Rs.3.50 per equity
share (previous year Rs.3.50 per equity share) on the nominal value of
Rs.10/- per equity share for the year under review, which would be tax-
free in the hands of the Members. The Dividend if approved by the
Members at the Annual General Meeting, will absorb Rs.90,44,560/-.
FIXED DEPOSITS
The total Unsecured Loans and Deposits stood at Rs,2,49,40,000/- as on
March 31, 2013 and there were no unclaimed deposits as on that date.
The Company has repaid all the Fixed Deposits due payable on due dates.
ASSETS
The fixed assets of the Company have been adequately insured.
ISO 9001: 2008
The Company successfully conducted the Surveillance Audit for year 2012
under ISO 9001 : 2008 certification for its Fitness division.
DIRECTORS
 Mr. Arjun Bulchandani, Mr. N.R. Mahalingam and Mr. Nabankur Gupta are
retiring by rotation and, being eligible, offer themselves for
re-appointment.
SUBSIDIARY
BB (UK) Ltd., a wholly owned subsidiary of the Company completed its
second year of operations. It operates the FILA license in parts of the
UK, Ireland, Middle East and Africa. It also provides sourcing services
to several FILA licensees across the world. Due to adverse global
economic condition the subsidiary could achieve a lower turnover of
Rs.5,220 lacs (previous year Rs.8,397 lacs). It incurred a loss of
Rs.26.95 lacs due to lower turnover.
In accordance with the directions of the Ministry of Corporate Affairs,
Government of India under Section 212(8) of the Companies Act, 1956,
copy of the balance sheet, profit and loss account and other documents
of the subsidiary company have not been attached with the balance sheet
of the Company. Financial Information of the subsidiary has been
furnished separately in the consolidated accounts in the annual report.
The company will make available the annual accounts and other documents
of the subsidiary company to the Members of the Company, seeking such
information at any point of time. The annual accounts and other
documents of the subsidiary will also be kept open for inspection for
the Members at the Registered Office of the Company during the
Company''s business hours on any working day upto and including the date
of the Annual General Meeting or any adjournment or adjournments
thereof.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act, 1956, the
Directors state that:
(i) in preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
(ii) they have 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 March 31, 2013 and of the profit or loss of the Company
for the year ended on that date;
(iii) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
(iv) they have prepared the Annual Accounts on a going concern basis.
CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure that all mandatory
provisions of Corporate Governance in terms of Clause 49 of the Listing
Agreement with the Bombay Stock Exchange Limited has been complied
with. A separate report on Corporate Governance is being incorporated
as a part of the Annual Report along with a Certificate from a
Practicing Company Secretary.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information required pursuant to Section 217(1)(e) of the Companies
Act, 1956 read with Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988, is given in the Annexure I to this
Report.
PARTICULARS OF THE EMPLOYEES
The Information required under Section 217(2A) of the Companies Act,
1956 read with rules made thereunder forms part of this report.
However, as per provision of Section 219(1)(b)(iv) of the Act, the
accounts are being sent to all Members excluding the statement of
particulars of employees under Section 217(2A) of the Act. The company
will make available the particulars available to the Members, seeking
such information at any point of time. The particulars of the employees
u/s 217(2A) will also be kept open for inspection for the Members at
the Registered Office of the Company during the Company''s business
hours on any working day upto and including the date of the Annual
General Meeting or any adjournment or adjournments thereof.
AUDITORS'' REPORT
There are no qualifications, and the remarks made by the Auditors are
self-explanatory and do not call for any clarification under Section
217 of the Companies Act, 1956.
AUDITORS & BRANCH AUDITORS
M/s. S. P. Chopra & Co. (Registration No.101911W), Chartered
Accountants, will retire at the conclusion of this Annual General
Meeting and are eligible for re-appointment. The members are also
requested to appoint M/s. M. R. Jayaprakash & Associates (Registration
No.007319S), Chartered Accountants as the Branch Auditors for Company''s
operations at Bangalore.
ACKNOWLEDGEMENT
Your directors wish to place on record their appreciation for the
efforts, hard work, dedication and commitment put by employees at all
levels as also for the valuable support extended by the Members,
Bankers and other business associates.
For and on behalf of the Board of Directors
Rajesh Batra
Chairman & Managing Director
Place : Mumbai
Dated : May 28, 2013
Registered office :
Sahas, 4th Floor,
414/2, Veer Savarkar Marg,
Prabhadevi, Mumbai-400 025.
Mar 31, 2012
The Directors present the Audited Balance Sheet and Profit and Loss
Account of the Company together with their Report for the year ended
March 31, 2012.
Current Year Previous Year
Rupees Rupees
FINANCIAL RESULTS
Earnings before Finance Cost,
Depreciation and Taxation 16,51,66,586 12,25,15,274
Less: Finance Cost 3,62,60,574 2,14,01,028
Less: Depreciation 89,97,582 84,63,179
Profit before Taxation 11,99,08,430 9,26,51,067
Provision for Taxation:
Current Tax (3,74,00,000) (2,78,00,000)
Deferred Tax Credit/(Debit) (4,35,340) (1,29,049)
Short/(Excess) Provision
for Earlier Years 4,84,800 (1,90,156)
Profit after Current Taxation 8,25,57,890 6,45,31,862
Adding thereto:
Brought forward from
Previous Year 2,72,67,754 2,52,44,332
Available for Appropriation 10,98,25,644 8,97,76,194
Less
Appropriations:
Provision for Proposed Dividend 90,44,560 64,60,400
Provision for Tax on
Proposed Dividend 14,67,260 10,48,040
General Reserve 6,75,00,000 5,50,00,000
Balance to be carried forward 3,18,13,824 2,72,67,754
OPERATIONS
The turnover of the Company for the year under review has increased
from Rs.9,124 lacs to Rs. 15,658 lacs, a growth of 72%, while the
earnings before finance cost, depreciation and taxation stood at
Rs.1,652 lacs as against Rs.1,225 lacs, a growth of 35%. The Net Profit
after tax for the year also increased from Rs.645 lacs to Rs.826 lacs,
a growth of 28%. The balance carried forward to Balance Sheet is Rs.
3,18,13,824 lacs.
DIVIDEND
The Directors are pleased to recommend dividend of Rs.3.50 per equity
share (previous year Rs.5/- per equity share) on the nominal value of
Rs.10/- per equity share for the year under review, which would be
tax-free in the hands of the Members. The Dividend if approved by the
Members at the Annual General Meeting, will absorb Rs.90,44,560/-.
BONUS SHARES
A sum of Rs.1,29,20,800/- out of the amount standing to the credit of
the Company's General Reserve Account as on 31st March 2011 was
capitalized by issue of fully paid Bonus Shares, in the ratio of 1
(one) Equity Share for every 1 (one) existing Equity Share held to the
holders of Equity Shares of the Company as on the Book Closure date of
July 19, 2011. Consequently, the issued, subscribed and paid-up Share
Capital of the Company increased from Rs. 1,29,20,800/- divided into
12,92,080 Equity Shares of Rs.10/- each to Rs.2,58,41,600/- divided
into 25,84,160 Equity Shares of Rs.10/- each.
INCREASE IN AUTHORISED SHARE CAPITAL
The authorized share capital of the Company increased from
Rs.2,00,00,000/- (Rupees Two Crores only) divided into 18,50,000
(Eighteen Lacs Fifty Thousand) Equity Shares of Rs. 10 each and 15,000
(Fifteen Thousand) 9.5% Redeemable Cumulative Preference Shares of Rs.
100 each to Rs.5,00,00,000/- (Rupees Five Crores only) divided into
48,50,000 (Forty Eight Lacs Fifty Thousand) Equity Shares of Rs. 10
each and 15,000 (Fifteen Thousand) 9.5% Redeemable Cumulative
Preference Shares of Rs. 100 each.
DEPOSITS
The total Unsecured Loans and Deposits stood at Rs.2,48,00,000/- as on
March 31, 2012 and there were no unclaimed deposits as on that date.
The Company has repaid all the Deposits on due dates.
ASSETS
The fixed assets of the Company have been adequately insured.
ISO 9001: 2008
The Company successfully conducted the Surveillance Audit for year 2011
under ISO 9001 : 2008 certification for its Fitness division.
DIRECTORS
- Mr. Rajesh Batra, Mr. H.K. Vakharia and Dr. S.D. Israni are retiring
by rotation and, being eligible, offer themselves for re-appointment.
- Mr. Rajesh Batra was appointed as the Managing Director of the
Company with effect from June 1, 2011.
- Mr. Rajiv Wallia ceased to be an Executive Director of the Company
consequent to expiry of his 3 (three) years term on June 11, 2011. Your
Directors wish to place on record their sincere appreciation of the
guidance and valuable advice received from Mr. Rajiv Wallia during his
tenure as an Executive Director.
- Mr. Rajiv Batra and Mr. N. Santhanam were appointed as Additional
Director's of the Company with effect from August 12, 2011 and
February 10, 2012 respectively pursuant to Section 260 of the Companies
Act, 1956 and Article 185 of the Articles of Association of the Company
and holds office upto the date of the ensuing Annual General Meeting.
The Company has received notice under Section 257 of the Companies Act,
1956 proposing Mr. Rajiv Batra's and Mr. N. Santhanam's candidature
for the office of the Director. The Board considers it desirable that
the Company continues to avail the services of Mr. Rajiv Batra and Mr.
N. Santhanam as a Director.
SUBSIDIARY
BB (UK) Ltd., a wholly owned subsidiary of the Company completed its
first year of operations. It operates the FILA license in parts of the
UK, Ireland, Middle East and Africa. It also provides sourcing services
to several FILA licensees across the world. In a very difficult
economic environment, it achieved a turnover of Rs.8,397 lacs and a
profit before tax of Rs.156 lacs.
In accordance with the directions of the Ministry of Corporate Affairs,
Government of India under Section 212(8) of the Companies Act, 1956,
copy of the balance sheet, profit and loss account and other documents
of the subsidiary company have not been attached with the balance sheet
of the Company. Financial Information of the subsidiary has been
furnished separately in the consolidated accounts in the annual report.
The company will make available the annual accounts and other documents
of the subsidiary company to the Members of the Company, seeking such
information at any point of time. The annual accounts and other
documents of the subsidiary will also be kept open for inspection for
the Members at the Registered Office of the Company during the
Company's business hours on any working day up to and including the
date of the Annual General Meeting or any adjournment or adjournments
thereof.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act, 1956, the
Directors state that:
(i) in preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
(ii) they 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 at the end of the financial year and of the profit or loss
of the Company for the period;
(iii) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
(iv) they have prepared the Annual Accounts on a going concern basis.
CORPORATE GOVERNANCE
Since the paid-up share capital of the Company until the financial year
2010-11 was below Rs.3 Crores and the net worth below Rs.25 crores, the
provisions of Clause 49 of the Listing Agreement relating to Corporate
Governance, were not applicable to the Company for the financial year
2011-12. Consequent to the increase in the net worth above Rs.25 Crores
as evident from the audited annual accounts for financial year 2011-12,
the provisions of Clause 49 of the Listing Agreement will become
applicable to the Company. The Board has taken adequate steps to ensure
that all mandatory provisions of Corporate Governance in terms of
Clause 49 of the Listing Agreement, with the Bombay Stock Exchange
Limited will be complied with. However, for the benefit of the Members
a separate report on Corporate Governance is being incorporated as a
part of the Annual Report along with a Certificate from a Practicing
Company Secretary.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information required pursuant to Section 217(1)(e) of the Companies
Act, 1956 read with Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988, is given in the Annexure I to this
Report.
PARTICULARS OF THE EMPLOYEES
The Information required under Section 217(2A) of the Companies Act,
1956 read with rules made there under forms part of this report.
However, as per provision of Section 219(1 )(b)(iv) of the Act, the
accounts are being sent to all Members excluding the statement of
particulars of employees under Section 217(2A) of the Act. The company
will make available the particulars available to the Members, seeking
such information at any point of time. The particulars of the employees
u/s 217(2A) will also be kept open for inspection for the Members at
the Registered Office of the Company during the Company's business
hours on any working day up to and including the date of the Annual
General Meeting or any adjournment or adjournments thereof.
AUDITORS' REPORT
There are no qualification's and the remarks made by the Auditors are
self-explanatory and do not call for any clarification under Section
217 of the Companies Act, 1956.
AUDITORS & BRANCH AUDITORS
M/s. S. R Chopra & Co. (Registration No.101911W), Chartered
Accountants, will retire at the conclusion of this Annual General
Meeting and are eligible for re-appointment. The members are also
requested to appoint M/s. M. R. Jayaprakash & Associates (Registration
No.007319S), Chartered Accountants as the Branch Auditors for
Company's operations at Bangalore.
ACKNOWLEDGEMENT
Your directors wish to place on record their appreciation for the
efforts, hard work, dedication and commitment put by employees at all
levels as also for the valuable support extended by the Members,
Bankers and other business associates.
For and on behalf of the Board of Directors
Rajesh Batra
Chairman & Managing Director
Place : Mumbai
Dated : May 25, 2012
Registered office:
Sahas, 4th Floor,
414/2, Veer Savarkar Marg,
Prabhadevi,
Mumbai-400 025.
Mar 31, 2011
The Directors present the Audited Balance Sheet and Profit and Loss
Account of the Company together with their Report for the year ended
March 31, 2011.
Current Year Previous Year
Rupees Rupees
FINANCIAL RESULTS
Earnings before Interest,
Depreciation and Taxation 11,65,18,274 8,60,79,848
Less: Interest 1,54,04,028 85,49,020
Less: Depreciation 84,63,179 72,70,231
Leaving a Profit before Taxation 9,26,51,067 7,02,60,597
Provision for Taxation:
Current Tax (2,78,00,000) (2,17,00,000)
Deferred Tax Credit/(Debit) (1,29,049) (3,42,317)
Short/(Excess) Provision for
Earlier Years (1,90,156) (1,13,26,632)
Profit after Current Taxation 6,45,31,862 3,68,91,648
Adding thereto:
Brought forward from Previous Year 2,52,44,332 2,51,55,194
Available for Appropriation 8,97,76,194 6,20,46,842
Less Appropriations:
Provision for Proposed Dividend 64,60,400 58,14,360
Provision for Tax on Proposed Dividend 10,48,040 9,88,150
General Reserve 5,50,00,000 3,00,00,000
Balance to be carried forward 2,72,67,754 2,52,44,332
OPERATIONS
The turnover of the Company for the year under review has increased
from Rs.5,845 lacs to Rs.9,124 lacs while the earnings before interest,
depreciation and taxation stood at Rs.1,165 lacs as against Rs.861 lacs
in last year, a growth of 35%. The Net Profit after tax for the year
also increased from Rs.369 lacs to Rs.645 lacs, a growth of 75%. The
balance carried forward to Balance Sheet is Rs.273 lacs.
DIVIDEND
The Directors are pleased to recommend an enhanced dividend of Rs.5/-
per equity share (previous year Rs.4.50 per equity share) on the
nominal value of Rs.10/- per equity share for the year under review,
which would be tax-free in the hands of shareholders. The Dividend if
approved by the shareholders at the Annual General Meeting, will absorb
Rs.64,60,400/-.
BONUS SHARES:
The Directors have recommended that a sum of Rs. 1,29,20,800/- out of
the amount standing to the credit of the Companys General Reserve
Account as on 31st March 2011 be capitalised and the same be issued as
fully paid Bonus Shares, in the ratio of 1 (one) new Equity Share for
every 1 (one) existing Equity Share held.
INCREASE IN AUTHORISED SHARE CAPITAL
The Directors have recommended to increase the Authorised Share Capital
of the Company from Rs.2,00,00,000/- (Rupees Two Crores only) divided
into 18,50,000 (Eighteen Lacs Fifty Thousand) Equity Shares of Rs. 10
each and 15,000 (Fifteen Thousand) 9.5% Redeemable Cumulative
Preference Shares of Rs. 100 each to Rs.5,00,00,000/- (Rupees Five
Crores only) divided into 48,50,000 (Forty Eight Lacs Fifty Thousand)
Equity Shares of Rs. 10 each and 15,000 (Fifteen Thousand) 9.5%
Redeemable Cumulative Preference Shares of Rs. 100 each.
DEPOSITS
The total Unsecured Loans and Deposits stood at Rs.2,44,00,000/- as on
March 31, 2011 and there were no unclaimed deposits as on that date.
The Company has repaid all the Deposits on due dates.
ASSETS
The fixed assets of the Company have been adequately insured.
ISO 9001: 2008
The Company successfully conducted the Surveillance Audit for year 2010
under ISO 9001 : 2008 certification for its Footwear and Fitness
division.
DIRECTORS
à Mr. N.R. Mahalingam and Mr. Nabankur Gupta are retiring by rotation
and, being eligible, offer themselves for re-appointment.
à The Board of Directors have appointed Mr. Rajesh Batra as the
Managing Director of the Company with effect from June 1, 2011.
à Mr. Rajiv Wallia shall cease to be an Executive Director of the
Company consequent to expiry of his 3 (three) years term on June 11,
2011. Your Directors wish to place on record their sincere appreciation
of the guidance and valuable advice received from Mr. Rajiv Wallia
during his tenure as an Executive Director.
DEMATERIALISATION OF COMPANYS SHARES
Of the Companys total shareholding, 7,99,248 shares were held in
dematerialised mode by the shareholders of the Company of which
7,25,139 shares were under National Securities Depository Limited
(NSDL) and balance 74,109 shares under Central Depository Services (I)
Limited (CDSL) as on March 31, 2011.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act, 1956, the
Directors state that: (i) in preparation of the Annual Accounts, the
applicable accounting standards have been followed along
with proper explanation relating to material departures; (ii) they have
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 profit or loss of the Company for
the period; (iii) they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; (iv) they
have prepared the Annual Accounts on a going concern basis.
INFORMATION UNDER SECTION 292A(1) OF THE COMPANIES ACT, 1956 AND CLAUSE
49 OF THE LISTING AGREEMENT
Since the paid-up share capital of the Company is Rs.1.29 Crores, the
provisions of Section 292A(1) of the Companies Act, 1956 and Clause 49
of the Listing Agreement relating to constitution of Audit Committee
and Corporate Governance respectively, are not applicable to the
Company. However, the directors furnish the following relevant
information for the benefit of the shareholders
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information required pursuant to Section 217(1)(e) of the Companies
Act, 1956 read with Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988, is given in the Annexure I to this
Report.
PARTICULARS OF THE EMPLOYEES
The Information required under Section 217(2A) of the Companies Act,
1956 read with rules made thereunder forms part of this report.
However, as per provision of Section 219(1)(b)(iv) of the Act, the
Report and Accounts are being sent to all shareholders excluding the
statement of particulars of employees under Section 217(2A) of the Act.
Any Shareholder interested in obtaining a copy of the statement may
write to the Company Secretary at the Companys Registered Office
Address.
AUDITORS REPORT
The remarks made by the Auditors are self-explanatory and do not call
for any clarification under Section 217 of the Companies Act, 1956
AUDITORS & BRANCH AUDITORS
M/s. S. P. Chopra & Co. (Regd. No. 101911W), Chartered Accountants,
will retire at the conclusion of this Annual General Meeting and are
eligible for re-appointment. The members are also required to appoint
Branch Auditors for Companys operations at Bangalore.
ACKNOWLEDGEMENT
Your directors wish to place on record their appreciation for the
efforts, hard work, dedication and commitment put by employees at all
levels as also for the valuable support extended by the shareholders,
bankers and other business associates
For and on behalf of the Board of Directors
Rajesh Batra
Chairman
Place : Mumbai
Dated : May 24, 2011
Registered office :
Sahas, 4th Floor,
414/2, Veer Savarkar Marg,
Prabhadevi, Mumbai-400 025.
Mar 31, 2010
The Directors present the Audited Balance Sheet and Profit and Loss
Account of the Company together with their Report for the year ended
March 31, 2010.
Current Year Previous Year
Rupees Rupees
FINANCIAL RESULTS
Earnings before Interest,
Depreciation and Taxation 8,60,79,848 4,76,35,033
Less: Interest 85,49,020 1,23,77,069
Less: Depreciation 72,70,231 86,12,523
Leaving a Profit before
Taxation 7,02,60,597 2,66,45,441
Provision for Taxation:
Current Tax (2,17,00,000) (70,00,000)
Fringe Benefit Tax -- (9,00,000)
Deferred Tax Credit/(Debit) (3,42,317) (3,86,950)
(Short)/Excess Provision for
Earlier Years (1,13,26,632) 1,12,868
Profit after Current Taxation 3,68,91,648 1,84,71,359
Adding thereto:
Brought forward from
Previous Year 2,51,55,194 1,69,74,905
Available for Appropriation 6,20,46,842 3,54,46,264
Less Appropriations:
Provision for Proposed Dividend 58,14,360 45,22,280
Provision for Tax on Proposed
Dividend 9,88,150 7,68,790
General Reserve 3,00,00,000 50,00,000
Balance to be carried forward 2,52,44,332 2,51,55,194
OPERATIONS
The turnover of the Company for the year under review has increased
from Rs.4,424 lacs to Rs.5,845 lacs while the earnings before interest,
depreciation and taxation stood at Rs.861 lacs as against Rs.476 lacs
in last year. The Net Profit before tax for the year increased from
Rs.266 lacs to Rs.703 lacs. The balance carried forward to Balance
Sheet is Rs.252 lacs.
DIVIDEND
The Directors are pleased to recommend enhanced dividend of Rs.4.50 per
equity share (previous year Rs.3.50 per equity share) on the nominal
value of Rs.10/- per equity share for the year under review, which
would be tax-free in the hands of shareholders. The Dividend, if
approved by the shareholders at the Annual General Meeting, will absorb
Rs.58,14,360.
DEPOSITS
The total Unsecured Loans and Deposits stood at Rs.2,44,00,000/- as on
March 31, 2010 and there were no unclaimed deposits as on that date.
The Company has repaid all the Deposits on due dates.
ASSETS
The fixed assets of the Company have been adequately insured.
DIRECTORS
Dr. S.D. Israni and Mr. Arjun Bulchandani are retiring by rotation and,
being eligible, offer themselves for re-appointment.
DEMATERIALISATION OF COMPANYS SHARES
Of the Companys total shareholding, 7,95,468 shares were held in
dematerialised mode by the shareholders of the Company of which
7,18,851 shares were under National Securities Depository Limited
(NSDL) and balance 76,617 shares under Central Depository Services (I)
Limited (CDSL) as on March 31, 2010.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act, 1956, the
Directors state that:
(i) in preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
(ii) they have 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 profit or loss
of the Company for the period;
(iii) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
(iv) they have prepared the Annual Accounts on a going concern basis.
INFORMATION UNDER SECTION 292A(1) OF THE COMPANIES ACT, 1956 AND CLAUSE
49 OF THE LISTING AGREEMENT
Since the paid-up share capital of the Company is Rs.1.29 Crore, the
provisions of Section 292A(1) of the Companies Act, 1956 and Clause 49
of the Listing Agreement relating to constitution of Audit Committee
and Corporate Governance respectively, are not applicable to the
Company. However, the directors furnish the following relevant
information for the benefit of the shareholders:
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information required pursuant to Section 217(1)(e) of the Companies
Act, 1956 read with Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988, is given in Annexure I to this
Report.
PARTICULARS OF THE EMPLOYEES
The Information required under Section 217(2A) of the Companies Act,
1956 read with rules made thereunder forms part of this report.
However, as per provision of Section 219(1)(b)(iv) of the Act, the
Report and Accounts are being sent to all shareholders excluding the
statement of particulars of employees under Section 217(2A) of the Act.
Any Shareholder interested in obtaining a copy of the statement may
write to the Company Secretary at the Companys Registered Office
Address.
AUDITORS REPORT
The remarks made by the Auditors are self-explanatory and do not call
for any clarification under Section 217 of the Companies Act, 1956.
AUDITORS & BRANCH AUDITORS
M/s. S. P. Chopra & Co., Chartered Accountants, will retire at the
conclusion of this Annual General Meeting and are eligible for
re-appointment. The members are also required to appoint Branch
Auditors for Companys operations at Bangalore.
ACKNOWLEDGEMENT
Your directors wish to place on record their appreciation for the
efforts, hard work, dedication and commitment put by employees at all
levels as also for the valuable support extended by the bankers and
other business associates.
For and on behalf of the Board of Directors
Rajesh Batra
Chairman
Place: Mumbai
Dated: May 17, 2010
Registered Office :
Sahas, 4th Floor,
414/2, Veer Savarkar Marg,
Prabhadevi, Mumbai-400 025.