Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting their Annual Report on the
business and operation of the Company and the accounts for the
Financial Year ended March 31st, 2015.
1. Financial Summary or Highlights/Performance of the Company
(Standalone)
Particulars Financial Year ended
31st March, 2015 31st March, 2014
Total Income 19,48,085 2,67,66,380
Expenditure 42,72,345 3,81,24,217
Profit before Depreciation, (23,24,260) (1,10,16,737)
Finance Charges and Tax
Interest and Finance Charges NIL NIL
Depreciation NIL 3,41,100
Profit before Tax (23,24,260) (1,13,57,837)
Taxes paid and provided 9,27,000 67,01,266
Profit after Tax (32,51,260) (1,80,59,103)
Transferred to Reserves NIL NIL
Proposed Final Dividend NIL NIL
Dividend distribution tax NIL NIL
Balance (credit/debit) to be (32,51,260) (1,80,59,103)
carried to balance sheet.
Operational Performance
* Revenue from operations during the year is Rs.0.19 Cr as compared to
previous year Rs.2.68 Cr.
* The Company has suffered a Loss during the year is Rs.0.32 Cr as
Compared to Last Year's Loss of Rs.1.80 Cr.
Management Discussion & Analysis
The detailed Management Discussion & Analysis Report for the year under
review, as stipulated under Clause 49 of the Listing Agreement is
presented in a separate section forming part of the Annual Report.
Dividend
In view of the losses incurred by the Company during the financial year
under review your Directors are unable to recommend any dividend for
F.Y. 2014-2015.
Transfer to Reserves
The Company has not transferred any amount to the Reserves during the
Year under Review.
Brief description of the Company's working during the year/State of
Company's affair
The Company is in the Business of Manufacturing of Notebooks and
Plastic Preform and also engaged in trading of goods. The Company has
during the Year under review earned Income from Sale of Products.
Change in the nature of business, if any
No Changes have occurred in the Nature of the Business during the Year
under Review
Material changes and commitments, if any, affecting the financial
position of the company which have occurred between the end of the
financial year of the company to which the financial statements relate
and the date of the report
No Material changes and commitments affecting the financial position of
the company have occurred between the end of the financial year of the
company to which the financial statements relate and the date of the
report.
Details of significant and material orders passed by the regulators or
courts or tribunals impacting the going concern status and company's
operations in future
No Significant and Material Orders have been passed by the regulators
or courts or tribunals impacting the going concern status and company's
operations in future during the Year under Review.
Details in respect of adequacy of internal financial controls with
reference to the Financial Statements.
Your Company has in place adequate internal financial controls with
reference to financial statements. Your Company has adopted the
policies and procedures for ensuring the orderly and efficient conduct
of its business, including adherence to the Company's policies, the
safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records and the
timely preparation of reliable financial disclosures.
Details of Subsidiary/Joint Ventures/Associate Companies and Financial
Performance thereof
The Company has neither any Subsidiary Company nor any Associate
Companies. Further No Company has ceased to be the Subsidiary Company
during the Year under Review. Hence there is nothing to Report in this
Matter.
Deposits
The Company has not accepted any Deposits within the meaning of section
73 of the Companies Act, 2013 and the Rules made there under. Hence,
there is nothing to Report in this Matter. The Company has however
repaid the Unsecured Loans from Inter-Corporate Deposits.
Auditors:
Statutory Auditors
SUNDERJI GOSAR & CO Statutory Auditors of the Company hold office until
the conclusion of the ensuing Annual General Meeting and being eligible
to offer themselves for re-appointment.
M/s SUNDERJI GOSAR & CO,have furnished a certificate, confirming that
if re-appointed, their re-appointment will be in accordance with
Section 139 read with Section 141 of the Act. Pursuant to the
provisions of the Act and the Rules made there under, it is proposed to
appoint M/s SUNDERJI GOSAR & CO; as the statutory auditors of the
Company from the conclusion of the forthcoming AGM till the conclusion
of the next Annual General Meeting, subject to ratification at every
subsequent Annual General Meeting held after this Annual General
Meeting.
Members are requested to consider the re-appointment of M/s SUNDERJI
GOSAR & CO and authorize the Board of Directors to fix their
remuneration.
Secretarial auditors:
Pursuant to the provisions of Section 204 of the Act and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors of the Company had appointed CS. Milind Nirkhe,
Practicing Company Secretary (Proprietor), Practicing under the name &
style M/S Milind Nirkhe & Associates, CP No: 2312 to undertake the
Secretarial Audit of the Company for the year ended 31st March, 2015.
The Secretarial Audit Report is annexed as Annexure. The Secretarial
Audit Report for the financial year ended March 31, 2015 contain
certain qualification, reservation, adverse remark or disclaimer &
which are suitably replied by the Board in their Report.
Cost Auditor:
The Company is engaged in the Manufacturing of Plastic Preform and the
Manufacture of Notebooks. The following falls under table "C" under the
CETA Heading 3901 to 3914, 3916 to 3921;3925. However Since, the
Overall turnover of the Company is neither rupees 100 crores or more
and nor is the Turnover rupees 35 crore from individual products during
the Year thus it was not required to appoint a Cost Auditor during the
Year under Review.
Auditors' Report
Comments made by the Statutory Auditors in the Auditors' Report are
self- explanatory and do not require any further clarification.
Share Capital
The paid up Equity Share Capital as on March 31, 2015 was Rs.
115,500,000/- during the year under review. The Company has not issued
any shares.
Shares with Differential Voting Rights
The Company has not issued shares with differential voting rights
during the year
Issued Employee Stock Options / ESOP
The Company has not issued employee stock options and does not have any
scheme to fund its employees to purchase the shares of the Company
Issue of Sweat Equity
The Company has not issued sweat equity shares during the year
Extract Of Annual Return
Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies
(Management and Administration) Rules, 2014, the extract of Annual
Return in form MGT.9 is annexed as Annexure I.
Conservation of energy, technology absorption and foreign exchange
earnings and outgo
The Information Regarding Conservation of Energy & Technology
Absorption is provided for in Annexure II Foreign Exchange Earnings and
Outgo:
Amount (Rupees)
Total Foreign Exchange Inflow NIL
Total Foreign Exchange outflow NIL
Directors:
A) Changes in Directors and Key Managerial Personnel
Appointments and changes in Designation during the Year under Review.
1) Mr. Kamala Kantilal Haria was appointed as an Additional Director on
31/03/2015 to hold office till the Conclusion of the ensuing Annual
General Meeting of the Company.
2) Mr. Mohith Ramamurthy Suddala was appointed as an Additional
director on 01/10/2014 to hold office till the Conclusion of the
ensuing Annual General Meeting of the Company.
3) Mr.Sunil Mistry ceased to be a Director of the Company on account of
non re-appointment at the Forty Fourth Annual General Meeting of the
Members of the Company w.e.f. 29/09/2014.
B) Declaration by an Independent Director(s) and re- appointment, if
any
The Company has received Declaration from Independent directors
Pursuant to the Provisions of Section 149 sub- section (6) of the
Companies Act, 2013
C) Annual Evaluation Of Board Performance And Performance Of Its
Committee And Of Director :
Pursuant to the provisions of the Companies Act, 2013 the Board had
carried out evaluation of its own performance, performance of the
Directors as well as the evaluation of the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluation
criteria, procedure and time schedule for the Performance Evaluation
process for the Board, its Committees and Directors. The Board's
functioning was evaluated on various aspects, including inter alia
degree of fulfillment of key responsibilities, Board structure and
composition, establishment and delineation of responsibilities to
various Committees, effectiveness of Board processes, information and
functioning. Directors were evaluated on aspects such as attendance and
contribution at Board/ Committee Meetings and guidance/ support to the
management outside Board/ Committee Meetings. In addition, the Chairman
was also evaluated on key aspects of his role, including setting the
strategic agenda of the Board, encouraging active engagement by all
Board members and motivating and providing guidance to the Managing
Director & CEO. Areas on which the Committees of the Board were
assessed included degree of fulfillment of key responsibilities,
adequacy of Committee composition and effectiveness of meetings. The
performance evaluation of the Independent Directors was carried out by
the entire Board, excluding the Director being evaluated. The
performance evaluation of the Chairman and the Non Independent
Directors was carried out by the Independent Directors who also
reviewed the performance of the Board as a whole. The Nomination and
Remuneration Committee also reviewed the performance of the Board, its
Committees and of the Directors. The Chairman of the Board provided
feedback to the Directors on an individual basis, as appropriate.
Significant highlights, learning and action points with respect to the
evaluation were presented to the Board.
D) Woman Director
In terms of the provisions of Section 149 of the Companies Act, 2013 a
company shall have at least one Woman Director on the Board of the
Company. Your Company has appointed Ms. Kamala Haria as an Additional
Director on the Board w.e.f March 31, 2015, who holds office till the
date of the ensuing Annual General Meeting of the Company.
Number of meetings of the Board of Directors
The Board of Directors of the Company has met 04 times during the Year
under review
Date of the No. of Directors attended
meeting the meeting
30.05.2014 3
30.06.2014 3
23.07.2014 3
14.08.2014 3
Date of the No. of Directors attended
meeting the meeting
14.11.2014 4
14.02.2015 4
31.03.2015 4
Audit Committee :
Audit Committee of the Company as constituted by the Board is headed by
Mr. Nitin Vasudev Oza, Mr. Mohith Ramamurthy Suddala and Mr. Manish
Kantilal Haria as Members. There have not been any instances during the
year when recommendations of the Audit Committee were not accepted by
the Board. All the recommendations made by the Audit Committee were
accepted by the Board.
Details of establishment of vigil mechanism for directors and employees
The Company has adopted a Whistle Blower Policy, to provide a formal
mechanism to the Directors and employees to report their concerns about
unethical behaviour, actual or suspected fraud or violation of the
Company's Code of Conduct or ethics policy. The Policy provides for
adequate safeguards against victimization of employees who avail of the
mechanism and also provides for direct access to the Chairman of the
Audit Committee. It is affirmed that no personnel of the Company has
been denied access to the Audit Committee.
Nomination and Remuneration Committee
The Managing Directors of the Company are entitled for payment of
Remuneration as decided by the Board of Directors, based on the
recommendation of the Remuneration Committee. No remuneration is paid
to any Non- Executive Directors during the financial year 1st April,
2014 to 31st March 2015 except sitting fee for attending Board meetings
and committee meetings.
Internal Financial Controls
Your Company has in place adequate internal financial controls with
reference to financial statements. Your Company has adopted the
policies and procedures for ensuring the orderly and efficient conduct
of its business, including adherence to the Company's policies, the
safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records and the
timely preparation of reliable financial disclosures.
Corporate Social Responsibility
As a socially responsible Company, your Company has a strong sense of
community responsibility.
The Company however, does not fall within the above Criteria as laid
down by the Act is not required to constitute a CSR Committee. Further
the Company has been suffering a loss for the Last two Years; hence the
Company has not formulated any Policy.
Policy on prevention, prohibition and redressal of sexual harassment at
workplace:
The Company has zero tolerance for sexual harassment at workplace and
has adopted a Policy on Prevention, Prohibition and Redressal of Sexual
Harassment at the Workplace, in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules there under.
The Company has less than 10 Employees and hence is not required to
constitute the Internal Complaints Committee.
Particulars of loans, guarantees or investments under section 186
No Loans or Guarantees are given nor are any Investments made by the
Company under Section 186 of the Companies Act, 2013.
Particulars of contracts or arrangements with related parties:
The Particulars of Contracts or arrangements with related Parties is
provided for in Annexure III (AOC-2)
Secretarial Audit Report
A Secretarial Audit Report given by M/s Milind Nirkhe & Associates, a
company secretary in practice shall be annexed with the report.
The Following Qualifications have been observed by the secretarial
Auditor during the Audit Period
Secretarial Auditors Remarks Directors Reply
The Company has not Appointed a As disclosed in the Audited
Company Secretary in pursuance of Annual Accounts of the Company
Section 203 of the Companies Act, for the Financial 2014-2015,
2013 and The Companies (Appointment the Company has managed to
and Remuneration of Managerial earn a Meager Income from its
Personnel) Rules, 2014 during the Operations. All round efforts
Year under Review. are made by the Company to
improve the Financial Position
of the Company in order to
earn Business Income/
opportunities and to enable the
Company to Appoint the Company
Secretary..
The Company does not have any The company belongs to Haria
Existing Website registered and Group, the Company is in the
has thus not Complied with the process of developing its
Requirements which follow with web site.
respect to Disclosures to be made
by the Company on its Registered
Website.
The Company has Not filed Form As reported to us by the
ADT-1: Intimation to the ROC Management of the Company,
regarding Appointment of the the Company is in
Statutory Auditor, M/s Sunderji the process of filing the
Gosar & Co, Chartered Accountants following Forms with ROC/MCA
for the Financial Year 2014-2015.
The Company has Not Form MGT-15: As reported to us by the
A Report on each Annual General Management of the Company, the
Meeting of the Company pursuant Company is in the process of
to the provisions of Section 121(1) filing the following Forms
of the Companies Act, 2013 read with ROC/MCA
with Rule 13(2) of the Companies
(Management and Administration)
Rules, 2014.
The Company has not filed form As reported to us by the
MR-1: Intimation to ROC regarding Management of the Company,
appointment of Mr. Kantilal Haria the Company is in the process
& Manish Haria as Managing Directors of filing the following Forms
& Joint Managing Director with ROC/MCA
respectively of the Company for a
period of 3 Years w.e.f. 08/ 012015,
Pursuant to Section 196 read with
Section 197 and Schedule V of the
Companies Act, 2013 and pursuant
to Rule 3 of the Companies
(Appointment and Remuneration of
Managerial Personnel) Rules 2014.
The Company has not filed form Form As reported to us by the
MGT-14:Appointment of Secretarial Management of the Company,
Auditor & Internal Auditor for the the Company is in the process of
Financial Year 2014-2015 as well as filing the following Forms with
for taking on record Quarterly ROC/MCA
Financial Results for the Quarter
ended June 30, 2014 & September, 30,
2014 & approval of Director's
Report as on August 14th, 2014 .
Appointment of Mr Kantilal Haria
as the Managing Director of the
Company, pursuant to Section 196
of the Companies Act, 2013 read with
rule made there under. Special
Resolution passed at the
Annual General Meeting held on
29/09/2014 under Section 180(1)(c)
and 180(1)(a) read with Rules made
there under.
Risk Management
Your Company has adopted a Risk Management Policy/ Plan in accordance
with the provisions of the Companies Act, 2013 and Clause 49 of the
Listing Agreement. It establishes various levels of accountability and
overview within the Company, while vesting identified managers with
responsibility for each significant risk.
The Company has laid down procedures to inform the Audit Committee as
well as the Board of Directors about risk assessment and management
procedures and status.
This risk management process covers risk identification, assessment,
analysis and mitigation. Incorporating sustainability in the process
also helps to align potential exposures with the risk appetite and
highlights risks associated with chosen strategies.
Related Party Transactions
All Related Party Transactions that were entered into during the
financial year were on an arm's length basis, in the ordinary course of
business and were in compliance with the applicable provisions of the
Companies Act, 2013 ('the Act') and the Listing Agreement. There were
no materially significant Related Party Transactions made by the
Company during the year.
All Related Party Transactions are placed before the Audit Committee
for approval. A statement of all Related Party Transactions is placed
before the Audit Committee for its review on a quarterly basis,
specifying the nature, value and terms and conditions of the
transactions.
Criteria for determining qualifications, positive attributes and
independence of a director:
The Nomination and Remuneration Committee has formulated the criteria
for determining qualifications, positive attributes and independence of
Directors in terms of provisions of Section 178 (3) of the Act and
Clause 49 of the Listing Agreement.
Independence: In accordance with the above criteria, a Director will be
considered as an Independent Director' if he/ she meets with the
criteria for 'Independent Director' as laid down in the Companies Act,
2013 and Clause 49 of the Listing Agreement.
Qualifications: A transparent Board nomination process is in place that
encourages diversity of thought, experience, knowledge, perspective,
and gender. It is also ensured that the Board has an appropriate blend
of functional and industry expertise. While recommending the
appointment of a Director, the Nomination and Remuneration Committee
considers the manner in which the function and domain expertise of the
individual will contribute to the overall skill- domain mix of the
Board.
Positive Attributes : In addition to the duties as prescribed under the
Companies Act, 2013 the Directors on the Board of the Company are also
expected to demonstrate high standards of ethical behavior, strong
interpersonal skills and soundness of judgment. Independent Directors
are also expected to abide by the 'Code for Independent Directors' as
outlined in Schedule IV to the Act.
Corporate Governance
Your Company has implemented all the mandatory requirements pursuant to
Clause 49 of the Listing Agreement. A separate report on Corporate
Governance is given as a part of the Annual Report along with the
certificate received from the Practicing Company Secretary, M/s. Milind
Nirkhe & Associates, Company Secretaries, confirming the compliance.
Particulars Of Employees
During the financial year under review, none of the Company's employees
was in receipt of remuneration as prescribed under Rule 5 (2) and (3)
of The Companies (Appointment and Remuneration of Managerial Personnel)
Rules. Hence, no particulars are required to be disclosed in this
Report.
The information required under Section 197 (12) of the Act read with
Rule 5 of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is annexed.
The ratio of remuneration of each Director to the Median Remuneration
of all employees who were on the payroll of the Company and the
percentage increase in remuneration of the Directors during the
financial year 2014-15 are given below:
Directors Ratio to Median Percentage Increase in Remuneration
NIL NIL NIL
Directors' Responsibility Statement
In terms of the provisions of Section 134 (3) (c) and 134 (5) of the
Companies Act, 2013, and to the best of their knowledge and belief and
according to the information and explanations obtained by them and same
as mentioned elsewhere in this Report, the attached Annual Accounts and
the Auditors' Report thereon, your Directors confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed and that there are no 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 of the
Company for that 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;
(v) they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and
are operating effectively;
(vi) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate
and operating effectively.
Acknowledgement
An acknowledgement to all with whose help, cooperation and hard work
the Company is able to achieve the results.
By Order of the Board of Directors
For Haria Exports Limited
KANTILAL LAKHAMSHI HARIA
Chairman & Managing Director
Date : 14.08.2015
Place: Mumbai
Mar 31, 2014
Dear Members,
The Directors hereby present the Forty Fourth Annual Report of the
Company together with the Audited Accounts for the year ended 31st
March 2014.
FINANCIAL HIGHLIGHTS:
For F.Y. For F.Y.
2013-14 2012-13
Revenue from Operations 1,17,25,352 3,68,83,337
Others Income 1,50,41,028 1,97,86,122
Total Income 2,67,66,380 5,66,69,459
Operating Expenses 3,77,83,117 6,07,40,834
Profit / (Loss) before
Depreciation, Interest and Tax (1,10,16,737) (40,71,375)
Depreciation 3,41,100 15,29,882
Interest - -
Profit / (Loss) before Taxes (1,13,57,837) (56,01,257)
Tax Expenses :
Current Tax 67,01,266 -
Short / (Excess) provision - 9,280
for tax of earlier year (s)
Deferred Tax - (61,62,914)
Profit/(Loss) after tax from
continuing operations (After Tax) - (10,21,379)
Profit and loss from
Discontinuing operations - 5,24,946
Less: Tax expenses on
Discontinuing operations - (10,58,090)
Profit from Discontinuing
operations (After Tax) - 15,83,035
Profit/(Loss) for the period (1,80,59,103) 5,61,657
DIVIDEND:
In view of the losses incurred by the Company during the year under
review, the Board of Directors of your Company do not recommend any
dividend for the year ended 31st March, 2014.
DIRECTORS:
In accordance with the provisions of Section 152 of the Companies Act,
2013 & in pursuance of the Articles of Association ofthe Company, Mr.
Manish Haria retire by rotation, being eligible offer himself for
re-appointment.
As per section 149(4) of the Companies Act, 2013, which came into
effect from April 1, 2014, every listed company is required to have at
least one-third of the total number of directors as Independent
Directors. Accordingly, resolution proposing appointment of Mr. Nitin
Oza & Mr. Sunil Mistry form part of the Notice of the Annual General
Meeting and the Company has received requisite notice in writing under
Section 160 of the Companies Act, 2013 in respect of their candidature.
The Company has also received declarations from all the Independents
Directors of the Company confirming that they meet with the criteria of
Independents as prescribed both under sub-section(6) of Section 149 of
the Companies Act, 2013 and Clause 49 ofthe Listing Agreement.
DISCLOSURE UNDER THE STOCK EXCHANGE LISTING AGREEMENT:
In accordance with the amended Listing Agreement with respective Stock
Exchanges, it is hereby confirmed that the Company''s Shares are listed
at the BSE Limited. The Company has paid the listing fees for the year
2013-2014.
FIXED DEPOSITS:
Your company has invited/accepted fresh deposits including unsecured
loans falling within the purview of Section 58A of the Act read with
the Companies (Acceptance of Deposits) Rules, 1975 during the financial
year under review. However, the said Unsecured Loan which were enjoyed
by the Company are from exempted categories covered under Clause 2 (b)
(iv) & 2 (b) (ix) of Companies (Acceptance Deposit Rules), 1975.
AUDITORS:
M/s. Sunderji Gosar & Co., Statutory Auditors of the Company hold
office until the conclusion of the ensuing Annual General Meeting and
being eligible, offer themselves for re-appointment.
The Board of Directors, based on the recommendation of the Audit
Committee at their meeting held on 30th May, 2014 recommended the
appointment of M/s. Sunderji Gosar & Co., Chartered Accountants, as the
Statutory Auditors of the Company to hold office from the conclusion of
this Annual General Meeting until the conclusion of 47th Annual General
Meeting of the Company subject to approval of the Shareholders each
year and ratification at every annual general meeting to be held up to
the financial year 2016-2017 on such remuneration as may be approved by
the Audit Committee of the Board.
AUDITOR''S REPORT:
Comments made by the Statutory Auditors in the Auditors'' Report are
self- explanatory and do not require any further clarification.
INTERNAL AUDITOR:
As per the Companies Act, 2013 every Listed Company shall appoint an
Internal Auditor or a firm of internal auditors within a period of six
months from the date of commencement of Section 139 of the Companies
Act, 2013 i.e. 01.04.2014.
Your Directors have pleasure to intimate you that, your Company has
appointed M/s. O.S. Agarwal & Associates (FRN: 114593W) as an Internal
Auditor of the Company for the Financial Year 2014-2015, on the basis
of the recommendation of Audit Committee at the meeting of the Board of
Directors held on 30th May, 2014 in compliance of the provisions of
Section 138 of the Companies Act, 2013 read with Rule 13 of the
Companies (Accounts) Rules, 2013.
SECRETARIAL AUDIT REPORT:
As per Companies Act, 2013 every listed company and every public
company having a paid up share capital of Rs. fifty core or more; or
every public company having a turnover of Rs. two hundred fifty crore
or more is required to conduct Secretarial Audit by a Company Secretary
in Practice.
Accordingly, the Board of Directors in its meeting held on 30th May,
2014 appointed Mr. Milind Nirkhe, Practicing Company Secretary,
Proprietor of M/s. Milind Nirkhe & Associates, Practicing Company
Secretaries to conduct the Secretarial Audit of the Company.
The Secretarial Audit Report will confirm that the Company has complied
with all the applicable provisions of the Companies Act, 2013 and rules
made thereunder ,the Securities Contracts (Regulation) Act, 1956,
Depositories Act, 1996, the Foreign Exchange Management Act, 1999 to
the extent applicable to Overseas Direct Investment (ODI), Foreign
Direct Investment (FDI) and External Commercial Borrowings (ECB), all
the Regulations and Guidelines of SEBI as applicable to the Company,
including the Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011, the Securities
and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 1992, the Securities and Exchange Board of India (Employee
Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
1999, the Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations, 2008, the Securities and Exchange Board
of India (Register to an issue and share Transfer Agents) Regulations,
1993, Secretarial Standard issued by ICSI ,Listing Agreements with the
Stock Exchanges and the Memorandum and Article Association of the
Company, and other applicable laws/ rules/ regulations etc., if any, as
mentioned in form No. MR-3 Pursuant to Section 204(1) of the Companies
Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration
Personnel) Rules, 2014.
CORPORATE GOVERNANCE:
Your Company is committed to achieving the best standards of Corporate
Governance. To achieve this, your Company is striving to adopt best
practices in Corporate Governance. The requirements of Clause 49 of the
Listing Agreement have been compiled by the Company in the financial
year 2013-2014. The Certificate of M/s. Milind Nirkhe & Associates,
Practicing Company Secretaries regarding Compliance of the Corporate
Governance Code is annexed herewith. The Company has been complying
with Corporate Governance to the extent and in the manner set out in
Annexure ''B'' forming part of this Report.
PARTICULARS OF EMPLOYEES:
During the financial year under review, none of the Company''s employees
was in receipt of remuneration as prescribed under section 217(2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, and the Companies (Particulars of Employees)
Amendment Rules, 2011. Hence, no particulars are required to be
disclosed in this Report.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNING AND OUTGO:
Particulars of conservation of energy, Technology Absorption and
Foreign Exchange earnings and outgo pursuant to section 217(1) (e) of
the Companies Act. 1956, read with the rules there under is given in
the Annexure - A to this report.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed:
1. That in the preparation of the accounts for the period ended 31st
March, 2014, the applicable accounting standards have been followed
along-with proper explanation relating to material departures;
2. That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 period.
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
4. That the Directors have prepared the accounts for the period ended
31st March, 2014 on a ''going concern'' 3 basis.
APPRECIATION:
We thank our Clients, Investors, Dealers, Suppliers and Bankers for
their continued support during the year. We place on record our
appreciation for the contributions made by employees at all levels. Our
consistent growth was made possible by their hard work, solidarity,
co-operation and support.
By The Order Of The Board Of Directors
Place: Mumbai Kantilal Haria
Date: 14.08.2014 Chairman & Managing Director
Mar 31, 2013
TO, THE MEMBERS of M/S. HARIA EXPORTS LIMITED MUMBAI.
The Directors have pleasure in presenting their 43rd Annual Report
together with Audited Accounts of the Company for the year ended 31st
March, 2013.
FINANCIAL RESULTS :
The Financial Results of the Company for the year ended 31st March,
2013 are summarized as under:
Year Ended (Rs. in Lacs)
Particulars 31st March, 2013 31st March, 2012
Sales and other Income 587.86 739.75
Increase/(Decrease)
in stock 55.75 (81.26)
Less: Expenditure 572.83 717.27
Profit Before Depreciation (40.71) (58.78)
Less: Depreciation 15.30 82.44
Profit Before Tax (56.01) (141.22)
Less: Provision for Tax - -
Profit After Tax (56.01) (141.22)
Less: Prior period Expenses 0.09 -
(56.11) (141.22)
Add: Deferred Tax (19.79) 84.18
Net Profit (36.32) (57.03)
Add: Balance Brought Forward - 57.03
Balance Available
for Appropriation (36.32) -
Less: Proposed Dividend
for the year N.A. N.A.
Less: Transfer to
General Reserve N.A. N.A.
Balance Transferred
to Balance Sheet (36.32) N.A.
1. DIVIDEND:
Your Directors do not recommend any Dividend for the year 2012 - 2013.
2) Deposits:
The Company has not accepted any deposit within the meaning of Section
58A of the Companies Act, 1956 read with Companies (Acceptance of
Deposits Rule) 1975 during the year under review.
4) Directors:
In accordance with the Articles of Association, Mr. Nitin V Oza retire
by rotation and being eligible, offer himself for re-appointment.
5) Directors'' Responsibility Statement:
Pursuant to the requirement under Section 217 (2AA) of Companies Act,
1956 with respect to Director''s Responsibility Statement, it is
hereby confirmed:
(1) That in preparation of the Annual Accounts for the year ended 31st
March, 2013; the applicable accounting standard shave been followed
along with proper explanation relating to material departures, if any.
(2) That such Accounting Policies as mentioned in Note No. 2 of the
Annual Accounts has been selected and applied consistently and
judgments and estimates that are reasonable and prudent are made so as
to give a true and fair view of the state of affairs of the company at
the end of the financial year ended 31st March, 2013 and of the Profit
of your Company for that year.
(3) That proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the Provisions of
Companies Act, 1956 for safeguarding the Assets of your Company and for
preventing and detecting fraud and other irregularities.
(4) That the Annual accounts for the year ended 31st March, 2013 have
been prepared on a going concern basis.
6) Corporate Governance:
Your Company is committed to achieving the best standards of Corporate
Governance. To achieve this, your Company is striving to adopt best
practices in Corporate Governance. The requirements of Clause 49 of the
Listing Agreement has been compiled by the Company in the financial
year 2012 - 2013. The Certificate of M/s. Sunderji Gosar & Co. the
Statutory Auditors of the Company regarding Compliance of the Corporate
Governance Code is annexed herewith. The Company has been complying
with Corporate Governance to the extent and in the manner set out in
Annexure ''B'' forming part of this Report.
7) Conservation of Energy, Technology, Absorption and Foreign Exchange:
Information under Section 217 (1)(e) read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules,
1988 are given in Annexure "A"
8) Particulars of Employees:
The Company does not have any Employee whose information are required
to be given pursuant to Section 217 (2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules 1975.
9) Auditors:
M/s. Sunderji Gosar & Co, Chartered Accountants, Mumbai, Auditors of
the Company will retire at the conclusion of this Annual General
Meeting and are eligible for re-appointment. The Members are requested
to re-appoint the Auditors and authorize the board to fix their
remuneration.
Explanation u/s. 213(2) of the Companies Act, 1956:
As regards Auditors remark in note no. "1"of notes to Account it is
self explanatory needs and no further explanation.
Appreciation:
The Board wishes to record its appreciation of the efforts put in by
the employees of the company, which has enabled it to grow
impressively. The Directors thank the customers, vendors, investors,
press and bankers for their continued support of your Company''s
growth. Your Directors thank the Government of India, Government of
Maharashtra, Government of Gujarat, Director General of Foreign Trade,
Apparel Export Promotion Council, Reserve Bank of India and other
Governmental Agencies for their support during the year and look
forward to their continued support.
On Behalf of the Board of Directors
Place : Mumbai (KANTILAL L. HARIA)
Date : 30/05/2013 Chairman & Managing Director
Mar 31, 2012
TO, THE MEMBERS of M/S. HARIA EXPORTS LIMITED MUMBAI.
The Directors have pleasure in presenting their 42 nd Annual Report
together with Audited Accounts of the Company for the year ended 31st
March, 2012.
FINANCIAL RESULTS :
The F inancial Results of the Company for the year ended 31st March,
2012 are summarized as under:
Year Ended (Rs. in Lacs)
Particulars 31st March, 2012 31st March, 2011
Sales and other Income 739.75 805.88
Increase/(Decrease) in stock (81.26) (11.72)
Less: Expenditure 717.27 827.32
Profit Before Depreciation (58.78) (33.16)
Less: Depreciation 82.44 77.21
Profit Before Tax (141.22) (110.37)
Less: Provision for Tax - -
Profit After Tax (141.22) (110.37)
Less: Prior period Expenses - 6.09
(141.22) (116.46)
Add: Deferred Tax 84.18 46.07
Net Profit (57.03) (70.40)
Add: Balance Brought Forward 57.03 191.82
Balance Available for Appropriation - 121.42
Less: Proposed Dividend for the year N.A. NIL
Less: Transfer to General Reserve N.A. NIL
Balance Transferred to Balance Sheet N.A. 121.42
1. DIVIDEND:
Your Directors do not recommend any Dividend for the year 2011 - 2012.
2) Deposits:
The Company has not accepted any deposit within the meaning of Section
58A of the Companies Act, 1956 read with Companies (Acceptance of
Deposits Rule) 1975 during the year under review.
3) Directors:
In accordance with the Articles of Association, Mr. Sunil P. Mistry
retire by rotation and being eligible, offer himself for
re-appointment.
4) Directors'' Responsibility Statement:
Pursuant to the requirement under Section 217 (2AA) of Companies Act,
1956 with respect to Director''s Responsibility Statement, it is
hereby confirmed:
(1) That in preparation of the Annual Accounts for the year ended 31st
March, 2012; the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any.
(2) That such Accounting Policies as mentioned in Note No. 2 of the
Annual Accounts has been selected and applied consistently and
judgments and estimates that are reasonable and prudent are made so as
to give a true and fair view of the state of affairs of the company at
the end of the financial year ended 31st March, 2012 and of the Profit
of your Company for that year.
(3) That proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the Provisions of
Companies Act, 1956 for safeguarding the Assets of your Company and for
preventing and detecting fraud and other irregularities.
(4) That the Annual accounts for the year ended 31st March, 2012 have
been prepared on a going concern basis.
5) Corporate Governance:
Your Company is committed to achieving the best standards of Corporate
Governance. To achieve this, your Company is striving to adopt best
practices in Corporate Governance. The requirements of Clause 49 of the
Listing Agreement has been compiled by the Company in the financial
year 2011 - 2012. The Certificate of M/s. Sunderji Gosar & Co. the
Statutory Auditors of the Company regarding Compliance of the Corporate
Governance Code is annexed herewith. The Company has been complying
with Corporate Governance to the extent and in the manner set out in
Annexure ''B '' forming part of this Report.
6) Conservation of Energy, Technology, Absorption and Foreign Exchange:
Information under Section 217 (1)(e) read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules,
1988 are given in Annexure "AÂ
7) Particulars of Employees:
The Company does not have any Employee whose information are required
to be given pursuant to Sectio n 217 (2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules 1975.
8) Auditors:
M/s. Sunderji Gosar & Co, Chartered Accountants, Mumbai, Auditors of
the Company will retire at the conclusion of this Annual General
Meeting and are eligible for re-appointment. The Members are requested
to re-appoint the Auditors and authorize the board to fix their
remuneration.
Explanation u/s. 213(2) of the Companies Act, 1956:
As regards Auditors remark in note no. "2Â of notes to Account it
is self explanatory needs and no further explanation. Appreciation:
The Board wishes to record its appreciation of the efforts put in by
the employees of the company, which has enabled it to grow
impressively. The Directors thank the customers, vendors, investors,
press and bankers for their continued support of your Company''s
growth. Your Directors thank the Government of India, Government of
Maharashtra, Government of Gujarat, Director General of Foreign Trade,
Apparel Export Promotion Council, Reserve Bank of India and other
Governmental Agencies for their support during the year and look
forward to their continued support.
On Behalf of the Board of Directors
Place : Mumbai (KANTILAL L. HARIA)
Date : 30/05/2012 Chairman & Managing Director
Mar 31, 2010
The Directors have pleasure in presenting their 40th Annual Report
together with Audited Accounts of the Company for the year ended 31st
March, 2010.
FENANCIAL RESULTS:
The Financial Results of the Company for the year ended 31 st March,
2010 are summarized as under:
Year Ended
(Rupees in Lacs)
Particulars 31st March, 31st March,
2010 2009
Sales and other Income 696.61 247.07
Increase/(Decrease) in stock (48.80) 80.91
Less: Expenditure 57073 25448
Profit Before Depreciation 77.08 73.49
Less: Depreciation 64.78 68.58
Profit Before Tax 12.31 4.91
Less: Provision for Tax 1.90 0.51
Profit After Tax 10.41 4.40
Less: Prior period Expenses 1.72 0.75
8.69 3.65
Add: Deferred Tax (23.74) 343
Net Profit (15.05) 6.78
Add: Balance Brought Forward 206.87 20009
Balance Available for Appropriation 191.82 206.87
Less: Proposed Dividend for the year NIL NIL
Less: Transfer to General Reserve NIL NIL
Balance Transferred to Balance Sheet 191.82 206.87
1. DIVIDEND:
The Directors do not recommend any Dividend for the year 2009 - 2010.
2. MANAGEMENT ANALYSIS:
2.1 Industry Structure & Development:
The textile industry occupies a unique place in the economy of the
country by virtue of its contribution to Industrial output, employment
generation and Foreign exchange earnings. Even though the textile
industry has the distinctive advantage in respect of raw material and
skilled labour, the industry is suffering from technology obsolescence
which in turn affects the quality, productivity and cost effectiveness.
The textile and clothing are closely related with textiles providing
major input to the clothing industry. International trades were
regulated by the Agreement on Textiles and Clothing (ATC) at the
multilateral level with various bilateral and regional trade
agreements. The ATC called for phasing out of quota restrictions by
putting pre-condition to the formation of World trade Organization
(WTO). The textile and clothing sector has become subject to the World
Trade Organization (WTO), after removal of quotas from 1st January
2005. China has been re-imposed with restrictions both from E.U. and
the U.S.A. which helps India to further increase its presence in the
global apparel industry. The Indian textile industry plays a vital role
in the Indian economy by contributing to GDP, generating employment and
earning foreign exchange. An estimated 38 million people are directly
employed in the textile industry in India and contributes to 4% of GDP
and 20% of total export earnings. India currently exports more than one
hundred garment product categories and out of this, cotton apparel
exports dominate, contributing nearly 76% by value and synthetic
constitutes 12%. Indian textile exports is expected to grow from the
current levels to US$ 50 billion by 2010, consequent to quota removal,
apparel being US$25 billion.
2.2 Manufacturing of Note-Books:
The company has set up plant for manufacturing of note books keeping in
view the market as the product is highly used in the Consumer market
and the company can avail the maximum benefits from this product. The
company had commenced its production of note books in December, 2008
and also marketed the same during the said period. The sales had
considerably reached to an higher extent in a very short period. Your
company expects that the turnover of this product will still rise in
the near future.
2.3. Opportunities & Threats:
After dismantling of quotas, India seems to benefit due to raw
material, design skills and skilled labour advantages. India is the
worlds third largest producer of cotton, second largest producer of
cotton yarn, third largest exporter of cotton fabric and fourth largest
exporter of synthetic fabric. With the establishment of training
institutions like National Institute of Fashion Technology (NIFT), many
high quality designers, who are able to create modern designs and
interact with the buyers, are emerging. This is a distinctive advantage
that Indian companies have and which has not yet been exploited. India
already enjoys a significant competitive advantage in terms of labour
cost per hour over developed countries like USA. EU, and Hong Kong,
Taiwan Singapore etc. India is rich in traditional workers adept at
value adding tasks such as embroidery, minor work, and beading and at
marketing complex garments. Apart from these, USA and EU imposed quotas
on China recently, which would benefit India in consolidating its
market share and good political relations with these two countries
would further help. In spite of above advantages that India has, there
would be pricing pressures in view of dismantling of quotas as new
small and medium manufacturers would crop in not only within India but
also from other countries where similar quotas were imposed earlier.
Also India has geographical disadvantage which takes little longer time
to reach its products to the key markets. It seems the price has been,
more or less, stabilized and the buyers are looking for quality
manufactures, even if it costs little more.
2.4 Risks and Concerns:
The risk factor is that with the opening up of international markets,
after removal of quota system, there may be pricing pressure on
products due to various suppliers who will start competing for the same
orders in the international markets. Apart from the above the Industry
is exposed to foreign currency risk. The Government of India has
instituted several policies to promote the growth and these include
interest rate subsidies, duty/tax reimbursement schemes etc.
Withdrawal/termination of any of these policies / schemes may adversely
impact the profitability of the Company. Also wage costs in India have
been significantly lower than the wage costs in the developed countries
for skilled professionals in the textile industry, which has been our
competitive strength. Wage increase in India my prevent industry from
sustaining this competitive advantage and may negatively affect our
profit margins.
2.5 Internal Control System and their adequacy:
The Company is committed to maintaining an effective system of internal
control for facilitating accurate, reliable and speedy compilation of
financial information, safeguarding the assets and interests of the
Company and ensuring compliance with all laws and regulations. The
Company has an internal control department to monitor, review and
update internal controls on an ongoing basis. The Company has put in
place a well-defined organization structure, authority levels and
internal guidelines for conducting business transactions. The minutes
of Audit Committee would be reviewed by the Board for its
suggestions/recommendations to further improve the internal control
systems.
The Audit Committee periodically reviews audit plans, observations and
recommendations of external auditors with reference to significant risk
areas and adequacy of internal controls.
2.6 Financial Analysis:
BALANCESHEET
(RUPEES IN LACS)
31/03/2010 31/03/2009
1. Share Capital 574 574
2 Reserve & Surplus 1289 1304
3. Loans (Secured) 19.27 26.73
4. Unsecured Loans 1464 1299
5. Provision for Taxation 1.90 0.50
6. Net Fixed Assets 542 523
7. Net Current Assets 2803 2680
2.7. Human Resources:
The Company believes that its people are a key differentiator,
especially in knowledge driven, competitive and global business
environment. Adapting work culture to suit the dynamic balancing of
people requirements and employee needs is an ongoing process.
Fundamental HR processes which enable higher performance orientation,
speed, skill and competency development, talent management and human
asset are corner stones for the success of any organi- zation. As in
the past, the industrial relations continued to remain cordial at all
factories / units of the Company.
3) Deposits:
The Company has not accepted any deposit within the meaning of Section
58A of the Companies Act, 1956 read with Companies (Acceptance of
Deposits Rule) 1975 during the year under review.
4) Directors:
In accordance with the Articles of Association, Mr. Kantilal Maru and
Mr. Lalit Kothari retire by rotation and being eligible, offer
themselves for re-appointment.
5) Directors Responsibility Statement:
Pursuant to the requirement under Section 217 (2AA) of Companies Act,
1956 with respect to Directors Responsibility Statement, it is hereby
confirmed:
(1) That in preparation of the Annual Accounts for the year ended 31 st
March, 2010; the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any.
However certain expenses including commission, quota sale and purchase
are accounted on cash basis and not on accrual basis.
(2) That such Accounting Policies as mentioned in Schedule 20 of the
Annual Accounts has been selected and applied consistently and
judgments and estimates that are reasonable and prudent are made so as
to give a true and fair view of the state of affairs of the company at
the end of the financial year ended 31 st March, 2010 and of the Profit
of your Company for that year.
(3) That proper and sufficient care has been taken for the maintenance,
of adequate accounting records in accordance with the Provisions of
Companies Act, 1956 for safeguarding the Assets of your Company and for
preventing and detecting fraud and other irregularities.
(4) That the Annual accounts for the year ended 31st March, 2010 have
been prepared on a going concern basis.
6) Corporate Governance:
Your Company is committed to achieving the best standards of Corporate
Governance. To achieve this, your Company is striving to adopt best
practices in Corporate Governance. The requirements of Clause 49 of the
Listing Agreement has been complied by the Company in the financial
year 2009 - 2010. The Certificate of M/s. Sunderji Gosar & Co. the
Statutory Auditors of the Company regarding Compliance of the Corporate
Governance Code is annexed herewith. The Company has been complying
with Corporate Governance to the extent and in the manner set out in
Annexure B forming part of this Report.
7) Conservation of Energy, Technology, Absorption and Foreign Exchange:
Information under Section 217(1 )(e) read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules,
1988 are given in Annexure "A"
8) Particulars of Employees:
The Company does not have any Employee whose information are required
to be given pursuant to Section 217 (2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules 1975.
9) Auditors:
M/s. Sunderji Gosar & Co, Chartered Accountants, Mumbai, Auditors of
the Company will retire at the conclusion of this Annual General
Meeting and are eligible for re-appointment. The Members are requested
to reappoint the Auditors and authorise the board to fix their
remuneration.
Explanation u/s. 213(2) of the Companies Act, 1956:
As regards Auditors remark in note no.P" of notes to Account it is
self explanatory and needs no further explanation.
Appreciation:
The Board wishes to record its appreciation of the efforts put in by
the employees of the company, which has enabled it to grow
impressively. The Directors thank the customers, vendors, investors,
press and bankers for their continued support of your Companys growth.
Your Directors thank the Government of India, Government of
Maharashtra, Government of Gujarat, Director General of Foreign Trade,
Apparel Export Promotion Council, Reserve Bank of India and other
Governmental Agencies for their support during the year and look
forward to their continued support.
On Behalf of the Board of Directors
(KANTILALL.HARIA)
Chairman & Managing Director
Date: 31st May, 2010
Place: Mumbai
Mar 31, 2004
The Directors have pleasure in presenting the 34th Annual Report
together with Audited Accounts of the Company for the year ended 31st
March, 2004.
FINANCIAL RESULTS:
The Financial Results of the Company for the year ended 31st March,
2004 are summarized as under:
Particulars YEAR ENDED
(Rs. in Lacs)
31st March, 2004 31st March, 2003
Sales and other Income 7813.36 3295.44
Increase/(Decrease) in stock (25.29) (92.34)
Less: Expenditure 7784.06 3059.20
Profit Before Depreciation 4.01 143.90
Less: Depreciation 200.24 99.96
Profit Before Tax (196.23) 43.94
Less: Provision for Tax - -
Profit After Tax (196.23) 43.94
Less: Prior period adjustments 0.62 00.92
(196.85) 43.02
Add: Prior period Tax Adjusts 164.68 14.98
(32.17) 28.04
Add: Balance Brought Forward 1198.07 1230.68
Balance Available for Appropriation 1165.90 1258.72
Less: Proposed Dividend for the year - 49.20
Less/(Add): Corporate Tax on Dividend
(written back) - 6.45
(Add): Proposed Dividend written back (6.45) -
Less: Transfer to Gen. Reserve (49.20) 5.00
BALANCE TRANSFERRED TO BALANCE SHEET 1221.55 1198.07
1. AUDITORS REPORT:
The observations made by the Auditors in their Reports are self
explanatory and have also been further amplified in the Notes to the
Accounts. As regards Note m (a to c) of the Notes to Accounts the
matter is under negotiations for settlement with the party concerned.
2. DIVIDEND:
The Dividend @ 12% recommended by the Directors for the year 2002 -
2003 absorbing Rs. 49.20 Lacs and Dividend Tax thereon Rs. 6.46 Lacs
which was approved by the Members at the Annual General Meeting could
not be paid to the Members of the Company as the Banker of the Company
had not permitted and allowed this Dividend payment. Therefore the
said Dividend has been added back to the Accounts for the year ended
31st March, 2004.
The Directors do not recommend any Dividend for the year 2003 - 2004
mainly due to loss incurred by the Company and it desires to retain the
available resources for its future expansion.
3. MANAGEMENT ANALYSIS:
3.1. Industry Structure & Development:
M/s. Haria Exports Ltd. is a leading garment exporter in the country
for the last 22 years. It is a Star Trading Company
and has won the golden status certificate in the year 1999. The textile
industry occupies a unique place in the economy of the country by
virtue of its contribution to Industrial output, employment generation
and Foreign exchange earnings. Even though the textile industry has
the distinctive advantage in respect of raw material and skilled
labour, the industry is suffering from technology obsolescence which in
turn effect the quality, productivity and cost effectiveness. The high
capital cost is impeding the process of Hi - Tech up gradation.
Therefore, the Government of India, Ministry of Textile has launched
Technology Up gradation Fund Scheme for Textiles & Jute Industries of
Rs.25000.00 crores at a concessional rate of interest of appx.5%.
3.2. Opportunities & Threats:
With the onset of liberalisation and globalisation in trade, it has
become imperative for the textile industry to upgrade the technology to
the level of "World Class". Quota systems will come to an end by 2004.
Indian readymade garments will find additional markets in USA, CANADA
and EUROPE besides new markets in several countries like SAUDI ARABIA,
UAE, SOUTH AFRICA, SWITZERLAND, WESTINDIES, BRAZIL, PERU ETC.
3.3. Segment Wise performance:
The Segments consist of Home Furnishing and Garments. The Companys
business segments are organised around product lines, taking into
account the nature of products and internal reporting systems.
The segment performance of the company for the year 2003- 2004 is given
below:
BUSINESS SEGMENTS (RS.IN LACS)
HOME FURNISHING GARMENTS
REVENUE
NET SALES/INCOME 1232.16 6581.19 7813.35
SEGMENT RESULT BEFORE
INTERST, TAX
AND UNALLOCABLE COST (46.12) (14.88) (61.00)
After deduction of Interest, Unallocable interest cost and provision
for taxation , the company earned a Net loss of Rs.196.23 Lacs. For
more information, please refer Notes to Account Schedule No. 19.
3.4. Future Outlook:
Baring unforeseen circumstances, the management is hopeful to achieve
reasonable performance in the current Financial year 2004 - 2005. The
company is taking adequate steps to nullify the negative aspects which
effected the performance in the year 2003 - 2004.
3.5. Risks and Concerns:
The industry is going to face severe competition from outside once the
quota system is lifted. In order to compete with the out side world, we
are paying attention to the application of technology, closely
following up the fashion trends and improved product quality. In order
to be more cost efficient your company has acquired latest machinery
which ascertains exact material consumption depending upon the style
and pattern. The Government policies, interest rates, export incentives
etc may also effect the overall performance of the company.
3.6. Internal Control System and their adequacy:
The Company has established adequate control system in respect of major
areas of operations and is further in the process of updating the
system. The Internal Audit Committee is headed by an experienced
chartered accountants and various financial reports are discussed at
the Committee Meetings and appropriate steps have been taken.
3.7. Financial Analysis:
BALANCE SHEET
31.03.2004 31.03.2003
(RS.IN IACS)
1. Share Capital 574 410
2. Reserve & Surplus 2318 2459
3. Loans (secured) 878 886
4. Provision for Taxation - -
5. Net Fixed Assets 1112 1300
6. Net Current Assets 2657 2454
3.8. Human Resources:
The success of any business lies under the qualified, trained &
motivated Human Resources. The Company gives more importance to the
development of Human Resources than any other resources. The Company
updates its HR policy in line with the changing system in the industry
as a whole the Company takes adequate steps for maintaining safety and
healthy environment for the workers. The Industrial relations continue
to be cordial through out the year with no strikes or unrest either in
factory or at office. Your Directors place on record their sincere
appreciation for the excellent team work with which the workers and the
staff of the Company at all levels contribute for the better
performance of the Company.
Bonus Issues:
The Directors are pleased to inform you that the company had rewarded
the members by issuing 16,40,000 Equity Shares of Rs. 10/- each of
Fully Paid up by way of Bonus Shares in the ratio of 2:5 on 20th March,
2004 all formalities in respect thereof have been complied with and
completed. The paid up capital of the company as on 31st March, 2004 is
Rs.574.00 (Rs.inlacs)
Export Oriented Unit:
Inspite of the prevailing recession, the Export Oriented Unit of your
Company has achieved encouraging performance/ growth during the year.
Total income has increased from Rs.3295.44 Lacs of Previous year to Rs.
7813.35 Lacs for the year under review. The loss before tax stood at
Rs.196.23 Lacs as against the Rs 43.94 Lacs Profit in the previous
year. The Company has provided Rs. 200.24 Lacs (previous year -
Rs.99.97) for Depreciation during the 2003 - 2004.
Future Prospect:
The Company expects to perform much better in the current year. The
Book order position of the Company is very comfortable. Demand for your
Companys products is increasing in the International market. Keeping
in view the current scenario the Company should do very well in the
current year. Your Company is going to concentrate on improving cost
efficiencies and consolidate further on its image. Barring unforeseen
circumstances, your company expects to continue its march towards
profitability.
Deposits:
The Company has not accepted any deposit during the year.
Directors:
In accordance with the Articles of Association, Mr. Dhanraj V Shah and
Mr. Lalit J. Kothari retire by rotation and being eligible, offer
themselves for re-appointment.
Members are requested to re appoint them.
Directors Responsiblity Statement:
Pursuant to the requirement under Section 217 (2AA) of Companies Act,
1956 with respect to Directors Responsibility Statement, it is hereby
confirmed:
(1) That in preparation of the Annual Accounts for the year ended 31st
March, 2004, the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any.
However certain expenses including commission, quota sale and purchase
are accounted on cash basis and not on accrual basis.
(2) That such Accounting Policies as mentioned in Schedule 19 of the
Annual Accounts has been selected and applied consistently and
judgments and estimates that are reasonable and prudent are made so as
to give a true and fair view of the state of affairs of the company at
the end of the financial year ended 31st March, 2004 and of the profit
of your Company for that year.
(3) That proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the Provisions of
Companies Act, 1956 for safeguarding the Assets of your Company and for
preventing and detecting fraud and other irregularities.
(4) That the Annual accounts for the year ended 31st March, 2004 have
been prepared on a going concern basis.
Corporate Governance:
Your Company is committed to achieving the best standards of Corporate
Governance. To achieve this, Your Company is striving to adopt best
practices in Corporate Governance. The requirements of Clause 49 of the
Listing Agreement has been complied by the Company in the financial
year 2003 - 2004. The Certificate of M/s. Sunderji Gosar & Co. the
Statutory Auditors of the Company regarding Compliance of the Corporate
Governance Code is annexed herewith. The Company has been complying
with Corporate Governance to the extent and in the manner set out in
Annexure B forming part of this Report.
Conservation of Energy, Technology, Absorption and Foreign Exchange:
Information under Section 217 (1)(e) read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules,
1988 are given in Annexure "A"
Particulars of Employees:
The Company does not have any Employee whose information are required
to be given pursuant to Section 217 (2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules 1975.
Auditors:
M/s. Sunderji Gosar & Co, Chartered Accountants, Mumbai, Auditors of
the Company will retire at the conclusion of this Annual General
Meeting and are eligible for re-appointment. The Members are requested
to re-appoint the Auditors and to fix their remuneration.
Appreciation:
The Board wishes to record its appreciation of the efforts put in by
the employees of the company, which has enabled it to grow
impressively. The Directors thank the customers, vendors, investors,
press and bankers for their continued support of your Company growth.
Your Directors thank the Government of India, Government of
Maharashtra, Director General of Foreign Trade, Apparel Export
Promotion Council, Reserve Bank of India and other Governmental
Agencies for their support during the year and look forward to their
continued support.
On Behalf of the Board of Directors
(KANTILAL L. HARIA)
Chairman & Managing Director
Date : 30th June, 2004.
Place : Mumbai.
Mar 31, 2003
The Directors have pleasure in submitting their 33rd Annual Report
together with Audited Accounts of the Company for the year ended 31st
March, 2003.
FINANCIAL RESULTS YEAR ENDED
(Rs. in Lacs)
2002-03 2001-02
Slaes & Other Income 3295.44 7244.49
Increase/(Decrease) in stock (92.34) 146.28
Less: Expenditure 3059.20 7202.71
Profit Before Depreciation 143.90 188.06
Less: Depreciation 99.96 87.76
Profit Before Tax 43.94 100.30
Less: Provision for Tax - 5.00
Profit After Tax 43.94 95.30
Less: Prior period adjustments 0.92 2.75
43.02 92.55
Less:Prior period Tax Adjusts 14.98 15.24
28.4 77.31
Add: Balance Brought Forward 1230.68 1186.93
BALANCE AVAILABLE FOR APPROPRIATION. 1258.72 1264.24
Less/(Add) Depreciation of prior
year/(written back) - 32.86
Less: Proposed Dividend for the year 49.20 41.00
Less/(Add) :Corporate Tax on Dividend 6.45 (8.30)
(written back)
(Add) :Proposed Dividend written back - (82.00)
Less: Transfer to Gen. Reserve 5.00 50.00
BALANCE TRANSFERRED TO BALANCE SHEET 1198.07 1230.68
1. AUDITORS REPORT
The observation made by the Auditors in their Reports are self
explanatory and have also been further amplified in the notes to the
Accounts. As regards note m (a to c) of the notes to accounts the
matter is under negotiations for settlement with the party concerned.
2. DIVIDEND:.
Your Directors are pleased to recommend payment of dividend @ 12% (P.Y
10 %) on the equity shares of the Company. The dividend on equity
shares if approved would absorb Rs.49.20 lacs and will be payable to
those members whose names appear on the Register of Members as on 30th
September, 2003.
4. YEAR IN PROSPECT:
During the year under review the total Income decreased to Rs. 3295.44
Lakhs as against Rs. 7244.49 of the previous Year. The profit after tax
decreased to Rs. 43.94 lakhs as against Rs.95.30 Lakhs of the previous.
The decrease in total Income is due to recession in the International
Market & in particular in USA where majority of the companys export is
made to. The business all over the world suffered a set back due to the
turmoil of 9/11 and its aftermath, the geopolitical tensions in the
middle east, and the south and east Asia continued todampen the
business sentiments. The escalation of Indo-Pakistan border tensions
and the break out of SARRS in China and some countries of South East
Asia has greatly affected the business. This factors have contributed
to a great extent in bringing down the turnover of your company and as
a result the profits. Further the Kandla Unit was started in the last
quarter of the financial year.
EXPANSION:
During the year under review. The Company has re-started its Kandla
Unit in Kandla Special Economic Zone which was destroyed due to
earthquake. This unit was set up with a Capital outlay of Rs.99.13
lakhs and further this Unit will enjoy various tax benefits like Sales
Tax, Income-Tax, Excise, Octroi etc. as per Special Economic Zone
policy declared by the Central & State Governments.
FUTURE PROSPECT:
Baring unforseen circumstances, the Company excepts to perform much
better in the current year. The Sales Orders on hand position of the
Company is comfortable. Due to recovery of Economy of USA, European
countries the Company expects to better in terms of Sales and
profitability.
DEPOSITS:
The Company has not accepted any deposit during the year.
DIRECTORS:
In order to have more transparency and better control.the following non
- executive directors retire at the ensuing Annual General Manager and
being eligible for re-appointment, they offer themselves for
re-appointment.
1) Mr.KantilalL.Maru.
2) Mr.NitinP.Shah.
3) Mr.Omprakash S. Agarwal
Mr.Premjit Singh (w.e.f.) 30/01/2003 & A.K.Shah (w.e.f.) 30/04/2003
have resigned from the post of Directorship. We thank them for their
valuable contributions.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 217 (2AA) of Companies Act,
1956 with respect to Directors Responsiblity Statement, it is hereby
confirmed:
(1) That in preparation of the annual accounts for the year ended 31 st
March, 2003, the applicable accounting standards except AS-10 have been
followed along with proper explanation relating to material departures,
if any. However certain expenses including commission,quota sale are
accounted on cash basis and not on accrual basis.
(2) That such accounting policies as mentioned in Schedule 19 of the
Annual Accounts has been selected and applied consistently and
judgements and estimates that are reasonable and prudent are made so as
to give a true and fair view of the the state of affairs of the company
at the end of the financial ended 31st March,2003 and of the profit of
your company for that year.
(3) That proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of
Companies Act, 1956 for safeguarding the assets of your company and for
preventing and detecting fraud and other irregularities.
(4) That the annual accounts for the year ended 31st March, 2003 have
been prepared on a going concern basis.
CORPORATE GOVERNANCE:
Your Company is committed to acheiving the best standards of corporate
governance. To acheive this, Your Company is striving to adopt best
practices in corporate governance. The requirements of clause 49 of the
Listing Agreement has been complied by the Company in the financial
year 2002-2003. The certificate of M/s Sunderji Gosar & Co. the
Statutory Auditors of the comany regarding Compliance of the Corporate
Governance Code is annexed herewith. The Company has been complying
with Corporate Governance to the extent and in the manner set out in
Annexure B forming part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:
Information under section 217 (l)(e) read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules,
1988 are given in Annexure "B"
PARTICULARS OF EMPLOYEES:
Pursuant to section 217 (2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules 1975,the information
required to be disclosed are not given as these provisions & Rules are
not applicable to the company.
AUDITORS:
M/s Sunderji Gosar & Co. & M/s. Patel Shah & Joshi, Chartered
Accountants, Mumbai, Auditors of the Company will retire at the
conclusion of this Annual General Meeting and are eligible for
reappointment. However M/S. Patel Shah & Joshi, Chartered Accountants
have expressed their unwillingness to be re-appointment as they are
pre-occupied with other work. Hence members are requested to appoint
M/s. Sunderji Gosar & Co. Chartered Accountant as Auditor of the
Company & authorise the Board to fix their remuneration.
APPRECIATION:
The Board wishes to record its appreciation of the efforts put in by
the employees of the company, The Directors thank the customers,
vendors, investors, press and bankers for their continued support to
the Company.
Your Directors thank the Government of India, Government of
Maharashtra, Director General of Foreign Trade, Apparel Export
Promotion Council, Reserve Bank of India and other Governmental
Agencies for their support during the year and look forward to their
continued support.
On Behalf of the Board of Directors
KANTILALL.HARIA
Chairman & Managing Director
Date : 8th July, 2003
Place : Mumbai