Mar 31, 2018
DIRECTORSâ REPORT TO THE MEMBERS
The Directors have pleasure in presenting the 29th Annual Report on the affairs of your Company together with the Audited Statements of Accounts for the Year ended March 31, 2018.
FINANCIAL RESULT |
|||
2017-2018 |
2016-2017 |
||
(Rs. In Lakhs) |
(Rs. In Lakhs) |
||
Revenue from Operation |
54,744.44 |
61,388.95 |
|
Other Income |
212.70 |
45.02 |
|
Total Income |
54,957.14 |
61,433.97 |
|
PBIDT |
2,421.44 |
2,295.13 |
|
Interest |
1,413.39 |
1,288.94 |
|
Depreciation |
676.84 |
670.85 |
|
PROFIT BEFORE TAXATION |
331.21 |
335.34 |
|
Adjustment of Tax |
-91.76 |
-235.81 |
|
PROFIT AFTER TAXATION |
239.45 |
99.53 |
|
Profit Brought Forward form Previous Year |
2,640.56 |
2,541.03 |
|
PROFIT AVAILABLE FOR APPROPRIATIONS |
2,880.01 |
2,640.56 |
|
APPROPRIATIONS |
|||
Proposed Dividend |
- |
- |
|
Balance carried to Balance Sheet |
2,880.01 |
2,610.56 |
|
2,880.01 |
2,640.56 |
DIVIDEND
Your Directors do not recommend payment of any dividend for the year ended 31st March, 2018 with a view to conserving for part of working capital requirement which will increase in the financial year 2018-2019.
INDUSTRY SCENARIO
The spinning industry continues its march ahead amidst increasingly intense competition. The cotton crop for the season 2017-18, again disappointed, this time due to pink ball worms and other pest attacks. The launch of GST in July 2017, disrupted the business in the textile chain, because of large pressure of the unorganized sector in the various parts of the chain.
China continued with its policy to reduce the cotton reserve, resulting in reduced imports of raw cotton and yarn. Your Company has been able to successfully deal with these factors during the year under review and now looks forward to the benefits of the huge reform i.e., GST in the future.
PERFORMANCE REVIEW
Your Company has achieved revenue of Rs. 54,744.44 lakhs (previous year Rs. 61,388.95 lakhs) with profit after tax of Rs. 239.45 lakhs (previous year Rs. 99.53 lakhs).
FUTURE PROSPECTS
Looking forward, growth in India is projected to be about 7.4% in CY 2018 and 7.8% in CY 2019. Also, private consumption is expected to grow as the transitory effects of demonetization and implementation of GST fade. The recent jump in MSP of cotton should improve availability of cotton. Thus, we look forward to an encouraging scenario.
SHARE CAPITAL
During the year under review, the Company has reclassified its authorized share capital of Rs.15,00,00,000/- (Rupees Fifteen Crore only) comprising 3,00,00,000 (Three Crore) Equity Shares of Rs.5/- each into Rs. 15,00,00,000/- (Rupees Fifteen Crore only) comprising 2,40,00,000 Equity shares of Rs.5/-each and 30,00,000 Preference shares of Rs. 10/- each.
During the year under review, the Company issued and allotted 25,00,000 15% Non-convertible Cumulative Redeemable Preference Shares of Rs.10/- each at a premium of Rs.30/- per preference share on preferential basis. Consequently the paid up share capital of the Company increased to Rs. 8,74,98,500/- as at 31st March, 2018 as detailed below :
1) 1,24,99,700 Equity Shares of Rs. 5/- each |
= Rs. 6,24,98,500/- |
2) 25,00,000 15% Non-convertible Cumulative Preference Shares of Rs. 10/- each |
= Rs. 2,50,00,000/- |
Total |
Rs. 8,74,98,500/- |
DIRECTOR''S & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Debabrata Das Choudhary, DIN 07479334,is liable to retire by rotation and being eligible has offered himself for re-appointment. The company has received declaration from him specifying his eligibility to be re-appointed as such.
Further, the term of appointment of Mr. Sunil Patwari (DIN-00024007) as Managing Director of the Company will end on 31st August, 2018. The Board of Directors of the Company at the meeting held on 26thMay, 2018, has re-appointed Mr. Sunil Patwari (DIN 00024007) as Managing Director of the Company for further period of 5 years w.e.f 1st September,2018 based on the recommendation of Nomination and Remuneration Committee, subject to approval of the members of the Company at the ensuing Annual General Meeting. Mr. Sunil Patwari expressed his willingness to be reappointed as Managing Director.
Furthermore, the term of appointment of Mr. Bibhuti Charan Talukdar ( DIN 00024015), Mr. Mohan Kishen Ogra (DIN 01081215) , Mr. Mahabir Prasad Periwal ( DIN 00008112) and Mr. Rajendra Mahavir Prasad Ruia (DIN 01300823) will end on 31st March, 2019 and based on the recommendation of Nomination and Remuneration Committee at its meeting held on 25.05.2018, recommended their respective appointment for further period of 5 years with effect from 01st April, 2019to 31st March, 2024 subject, to approval of the members of the Company at the ensuing Annual General Meeting .The Directors have expressed their willingness to be reappointed as an Independent Directors.
The brief resume of the Directors seeking appointment/re-appointment in the ensuing Annual General Meeting in pursuance of relevant provisions of the Companies Act, 2013 and Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, have been given in the notice convening the aforesaid Annual General Meeting.
COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND PAYMENT OF REMUNERATION
The Company''s Policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, attributes of independence of Directors and other related matters provided under Section 178(3) of the Companies Act, 2013 are covered in Clause 3 of the Corporate Governance Report which forms part of this report. Further, information about elements of remuneration package of Individual Director is provided in the extract of the Annual Return as per Section 92(3) of the Companies Act, 2013, and is annexed hereto and marked as Annexure "D", in the prescribed Form MGT-9 and forms part of this report. It is also available on the website of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors fulfill the criteria of independence specified in Section 149 (6) of the Companies Act, 2013 and Rules made there-under and also meet requirement of Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors of the Company have filed their respective declaration with the Company, at the beginning of the Financial Year 2018-19, affirming that they continue to meet the criteria of Independence as provided in Section 149(7) of the Companies Act, 2013 in respect of their position as "Independent Director of the Company".
MANAGEMENT DISCUSSION AND ANALYSIS
As per Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,the statement on Management Discussion and Analysis is annexed hereto and marked as Annexure "B".
CORPORATE GOVERNANCE
As per Regulation 34(3) read with Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance, is annexed as part of this Annual Report and marked as Annexure "C". Requisite Certificate from the Auditors of the Company, namely M/s. B. Nath & Co. regarding compliance of Corporate Governance as stipulated under Regulation 34(3)(E) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to the report of Corporate Governance.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, a detailed report on Corporate Social Responsibility (CSR) is given under Corporate Governance, which forms part of this report. Your Directors are proud to be part of such noble initiative. However, your Company was not required to spend any sum on CSR for the financial year 2017-2018 in accordance with the provisions of Section 135 (1) of the Companies Act, 2013.
MEETINGS OF THE BOARD OF DIRECTORS
Six (6) Board meetings were held during the year 2017-18. The Company has held at least one Board meeting in every quarter and the maximum time gap between any two meetings was not more than one hundred and twenty days, thereby complying with applicable statutory requirements. Further, the detail of the meeting of the Board of Directors held during the year is stated in Corporate Governance report which forms part of this Report.
BOARD EVALUATION
Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects. All the results were satisfactory.
The Board of Directors has expressed its satisfaction with the evaluation process.
One separate meeting of Independent Directors was held during the year 2017-18 which reviewed the performance of the Non - Independent Directors and the Chairman of the Board. It also reviewed the performance of the Board as a whole and assessed the quality, quantity and timeliness of flow of information between the company management and the Board and its members that is necessary for the board to effectively and reasonably perform their duties.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134 (3)( c) of the Companies Act, 2013 and based on the representations received from the management, your Directors state that:
(a) In the preparation of the annual Financial Statements for the year ended March 31, 2018, the applicable accounting standards have been followed with no material departures;
(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual Financial Statements on a going concern basis;
(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and
(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
MATERIAL CHANGES AFFECTING THE COMPANY
There were no material change and commitment made, affecting the financial position of the Company, between 1st April,2018 and 26th May,2018 which is the date of the report.
There were no significant and material orders passed by any regulators or courts or tribunal impacting the going concern status and Company''s operations in future.
DEPOSITS
Your Company has not accepted any deposits during the year under review within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and accordingly no amount was outstanding as on the date of Balance Sheet.
VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES
The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics. The details of establishment of Vigil Mechanism / Whistle Blower Policy are posted on the website of the Company.
DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Internal Complaints Committee which has been set up to redress complaints regarding sexual harassment. The following is the summary of sexual harassment complaints received and disposed off during the year:
i) No. of complaints received : Nil
ii) No. of complaints disposed off : Nil
All employees (Permanent, Contractual, Temporary, Trainees) are covered under this Act.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Details of Loans, Guarantees or Investments covered under section 186 of the Companies Act, 2013forms part of the Notes to the Financial Statements.
STATUTORY AUDITORS
At the 28thAnnual General Meeting held on 18th September, 2017, M/s. B. Nath & Co., (FRN 307057E), Chartered Accountants, Kolkata were appointed as the Statutory Auditors for a period of 5 years from the conclusion of 28th Annual General Meeting till the conclusion of 33rd Annual General Meeting to be held in the year 2022.
Your Directors have to state that as per the recent notification dated 7th May, 2018 issued by the Ministry of Corporate affairs, Government of India, now the matter relating to ratification of appointment of Statutory Auditors is not required. The above notification has come into force with effect from 7th May, 2018.
AUDITORS'' REPORT
The Auditors'' Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended March 31, 2018. The statements made by the Auditors in their Report are self- explanatory and do not call for any comments.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, the Company had appointed M/s M. K. Sharma & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed hereto and marked as Annexure "E" and forms part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
COST AUDITORS
Pursuant to provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Cost Audit Report issued for 2017-18 by M/s. V.J Talati & Co., Cost Accountants was filed with the MCA Portal. The Cost Audit Report does not contain any qualification, reservation or adverse remark. As per the recommendations of the Audit Committee, M/ s. V.J. Talati & Co., Cost Accountants, were re-appointed as Cost Auditors for issuing Cost Audit Report of the Company for the F.Y. 2018-19.
ANNUAL RETURN EXTRACT
Pursuant to Section. 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the details, forming part of extract of the annual return in Form No. MGT - 9, is annexed hereto and Marked as Annexure "F".
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8 of Companies (Accounts) Rules, 2014 is annexed hereto and Marked as Annexure "A" to this report.
PARTICULARS OF EMPLOYEES
None of the employees are drawing remuneration exceeding Rs.8.50 Lakhs per month or Rs.102.00 Lakhs per year. Hence, details required to be furnished in accordance with Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are not applicable.
The information required pursuant to section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of the Employees of the Company in detailed is separately attached and Marked as Annexure "D" to this report.
HEALTH AND SAFETY MEASURES
The Company''s primary objectives, are to ensure the safety and health of the company''s Employees, and to protect company property. The Company strives to provide safe and healthful working environment for all Company Employees
The Company provides health and safety advisory to all workers and employees of the Company. A safe working environment is based on how well the people, in both management and on the factory floor, adhere to -- and communicate about -- safety standards. Safety Rules have been developed in consultation will all the concerned workers/Employees.
SECRETARIAL STANDARDS
The Company has followed the applicable provisions of Secretarial Standard 1 and Secretarial Standard 2 of the Institute of Company Secretaries of India.
RISK MANAGEMENT
The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report.
RELATED PARTY TRANSACTIONS
The Company has formulated a Policy on dealing with Related Party Transactions. The Policy is disclosed on the website of the Company.
All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the year were in the ordinary course of business and on an arms-length basis. There were no material significant related party transactions made by the Company with promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large and thus Form AOC-2 is not applicable to the Company.
Audit Committee reviews and approves all the related party transactions and based thereon final approval of the Board is obtained.
ACKNOWLEDGEMENT
Your Directors acknowledge the remarkable contribution made by the employees of the company at all levels towards its overall success. The Directors also take this opportunity to place on record their appreciation of all the stakeholders, bankers and members for their continued support to the Company.
For & on behalf of Board of Directors
Date: 26.05.2018 Sushil Patwari
Place: Kolkata Chairman â 00023980
Mar 31, 2016
TO THE MEMBERS
The Directors have pleasure in presenting the 27th Annual Report on the affairs of your Company together with the Audited Statements of Account for the Year ended March 31, 2016.
FINANCIAL RESULT
2015-2016 (Rs. In lacs) |
2014-2015 (Rs. In lacs) |
||
Revenue from operation |
49221.54 |
47252.66 |
|
Other Income |
641.22 49862.76 |
586.89 47839.56 |
|
PBIDT |
2910.64 |
3171.36 |
|
Interest |
1928.87 |
2112.77 |
|
Depreciation |
630.08 |
606.85 |
|
PROFIT BEFORE TAXATION |
351.69 |
451.74 |
|
Adjustment of Tax |
-97.76 |
53.29 |
|
PROFIT AFTER TAXATION |
253.93 |
505.03 |
|
Profit Brought Forward from Previous Year |
2303.64 |
1798.61 |
|
PROFIT AVAILABLE FOR APPROPRIATIONS APPROPRIATIONS |
2557.57 |
2303.64 |
|
Balance carried to Balance Sheet |
2557.57 2557.57 |
2303.64 2303.64 |
DIVIDEND
Your Directors do not recommend for payment of any dividend for the year ended 31st March, 2016 keeping in view the working capital requirement and ongoing capital expenditure.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The Company has transferred a sum of Rs. 2,80,529/-, relating to Unpaid/ Unclaimed Dividend for the Financial Year 2007-08, to the Investor Education and Protection Fund in terms of section 124(6) of the Companies Act, 2013 on 04/12/2015.
PERFORMANCE REVIEW
The year 2015-16 has been a difficult one for the Textile Industry. Low prices of oil and commodities kept price of cotton and fibres subdued. China continue to import less of cotton and cotton yarn. The Euro Zone remaned slow and as such demand and prices of cotton yarn stayed low. even thow price of cotton fibre also stayed moderate for most of the year, there was pressure on conversion mergins as operating cost continued to increase.
The Company has managed thiese to grow volumes to acheive an increase in turnover from Rs. 47252.66 lacs in the prevcious year to Rs. 49221.54 lacs the year under review.
The poor monsoon of 2015-16 reduced yeild and size of cotton crop in India. The prices of raw cotton are presently at very high level. The monsoon for 2016-17 are predicted to be good, hence inspite of reduced area better yeilds should result in a bigger crop and this augurs well for the industry and your Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Article of Association of the Company, Mr. Sunil Patwari, DIN 00024007, is liable to retire by rotation and being eligible offers himself to be re-appointed. The company has received declaration from the Director specifying his eligibility to be re-appointed as such.
Mr. Sushil Patwariâs office of Executive Chairman is upto 30/09/2016. He is proposed to be re-appointed for a period of 5 years w.e.f. 01/10/2016.
In accordance with the requirements of Section 161(1) of the Companies Act, 2013, read with relevant provisions of Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Debabrata Das Choudhary, DIN 07479334, was appointed as an Additional Director in the Board Meeting dated 25th May, 2016. His term of office expires at this ensuing Annual General Meeting. He is proposed to be appointed as a regular director liable to retire by rotation. The Company has received requisite notice in writing from a member proposing Mr. Debabrata Das Choudhary as a Director in the forthcoming Annual General Meeting.
During the year, Mr. Kailash Chandra Purohit resigned from the Directorship of the Company with effect from 25th May, 2016. The Board appreciates the contributions of Sri Kailash Chandra Purohit during his tenure as a Director of the Company.
The brief resume of the directors seeking appointment/re-appointment in the forthcoming Annual General Meeting in pursuance of relevant provisions of the Companies Act, 2013 and Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to the Annual General Meeting Notice.
COMPANYâS POLICY ON DIRECTORSâ APPOINTMENT AND PAYMENT OF REMUNERATION
The Companyâs Policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, attributes of independence of Directors and other related matters provided under Section 178(3) of the Companies Act, 2013 are covered in Clause 3 of the Corporate Governance Report which forms part of this report. Further, information about element of remuneration package of Individual Director is provided in the extract of the Annual Return as provided under Section 92(3) of the Companies Act,2013, and is enclosed as Anexure - C, in the prescribed Form MGT9 and forms part of this report. It is also available on the website of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors fulfill the criteria of independence specified in Section 149 (6) of the Companies Act, 2013 and Rules made there-under and meet with requirement of Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors of the Company have filed their declaration with the Company at the beginning of the Financial Year 2016-17 affirming that they continue to meet the criteria of Independence as provided in Section 149(7) of the Companies Act, 2013 in respect of their position as an âIndependent Director of the Companyâ.
MANAGEMENT DISCUSSION AND ANALYSIS
As per Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis in a separate report is annexed hereto and marked as Annexure - âBâ.
CORPORATE GOVERNANCE
As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance, with Auditors Certificate thereon, is enclosed as part of this Annual Report and marked as Annexure âCâ. Requisite Certificate from the Auditors of the Company, namely M/s Das & Prasad, regarding compliance of Corporate Governance as stipulated under Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to the report of Corporate Governance. Adequate steps, to ensure compliance of all the mandatory provisions of âCorporate Governanceâ as provided in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges on which the Companyâs Shares are listed, have been taken and your company has continued good corporate governance practices.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, a detailed report on Corporate Social Responsibility (CSR) is given under Corporate Governance, which forms part of this report. Your Directors are proud to be part of such noble initiative.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors have met four times and Independent Directors met separately once during the year ended 31st March, 2016. Further the details of the meeting of the Board of Directors held during the year forms part of the Corporate Governance Report.
BOARD EVALUATION
Under the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Performance Evaluation of the Board, itsâ Committees and Individual Directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and Self Evaluation.
Directors who were designated, held separate discussion with each of the Directorsâ of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors.
Based on the questionnaire and feedback, the performance of every Director was evaluated in the meeting of the Nomination and Remuneration Committee. The meeting of the Nomination and Remuneration Committee also reviewed the performance of the Executive Directors and Managing Director on goals (quantitative and qualitative) set.
A separate meeting of the Independent Directors was convened, which reviewed the performance of the Board as a Whole, the Non-Independent Directors and the Chairman. After the Annual Independent Directors meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the Nomination and Remuneration Committee with the Boardâs Chairman, covering performance of the Board as a whole, performance of the Non-Independent Directors and the Board Committees. The results of the evaluation are satisfactory and adequate and meets the requirements of the Company.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134 (3)( c) of the Companies Act, 2013 and based on the representations received from the management, the directors hereby confirm having :
(a) followed in the preparation of the annual accounts, the applicable accounting standards with proper explanation relating to material departures;
(b) 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;
(c) 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) prepared the annual accounts on a going concern basis; and
(e) laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
MATERIAL CHANGES EFFECTING THE COMPANY
There were no material changes and commitments effecting the financial position of the Company have occurred between 31st March, 2016 and the reporting date.
There were no significant and material orders passed by any regulators or courts or tribunal impacting the going concern status and companyâs operations in future.
DEPOSITS
Your Company has not accepted any deposits during the year under review within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and accordingly no amount was outstanding as on the date of Balance Sheet.
WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a WHISTLE BLOWER POLICY. This policy is explained in corporate governance report and also posted on the website of the Company.
DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The company has in place an Anti Sexual Harassment Policy in line with the requirements of the âSexual Harassment of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013â. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding Sexual Harassment.
All employees (Permanent, Contractual, Temporary, Trainees) are covered under this Act.
There were no complaints received during the period under review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Details of Loans, Guarantees or Investments covered under section 186 of the Companies Act, 2013 forms part of the Notes to the Financial Statements.
STATUTORY AUDITORS
At the Annual General Meeting held on 28th September, 2015 M/s. Das & Prasad (FRN 303054E), Chartered Accountants, Kolkata were appointed as the Statutory Auditors to hold office till the conclusion of the Annual General Meeting to be held in 2017. In terms of the provisions of Section 139 of the Companies Act, 2013 the appointment shall be placed for ratification by the shareholders.
AUDITORSâ REPORT
During the year under review, there are no qualification, reservations or adverse remarks or disclaimers in the Statutory Auditors Report and, therefore, do not call for any further explanation under Section 134 of the Companies Act, 2013.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/ s M.K. Sharma & Associates, Practising Company Secretaries to undertake the Secretarial Audit of the Company. Their report is attached as Annexure âEâ and forms an integral part of this Report. As evident from the Annexure, the report being an unqualified one, does not call for any explanation under Section 134 of the Companies Act, 2013.
COST AUDITORS
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Cost Audit Report issued for 2014-15 by M/s. VJ Talati & Co., Cost Accountants, was filed with the MCA Portal. As per the recommendations of the Audit Committee, M/s. VJ. Talati & Co., Cost Accountants, were re-appointed as Cost Auditors for issuing Cost Audit Report of the Company for the F.Y. 2015-16.
ANNUAL RETURN EXTRACT
Pursuant to sec. 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the details forming part of extract of the annual return in Form No. MGT - 9 is Annexed hereto as Annexure âFâ.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8 of Companies (Accounts) Rules, 2014 is given in Annexure -âAâ to this report.
PARTICULARS OF EMPLOYEES
None of the employees are drawing remuneration exceeding Rs. 5 Lacs per month or Rs. 60 Lacs per year. Hence, details required to be furnished in accordance with Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are not applicable.
The information required pursuant section 197 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of the Employees of the Company is detailed separately as Annexure D to the report.
LISTING AGREEMENT
On September 2, 2015 the Securities and Exchange Board of India (SEBI) issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI (LODR) Regulations, 2015] effective from December 1, 2015. Accordingly the company has since entered into uniform listing agreement with both National Stock Exchange of India Limited and Bombay Stock Exchange Ltd.
APPRECIATION
Your Directors are thankful to various agencies of the Central and State Government(s) for their support and Co-operation. Your Directors are also thankful to all stakeholders including customers, bankers and suppliers for their continued assistance, cooperation and support. Your Directors wish to place on record their sincere appreciation of all employees for their commitment and contribution to the Company. The Directors are also grateful for the confidence, faith and trust reposed by the shareholders of the Company and look forward to the same in future endeavors.
By order of the Board
Place: Kolkata Sushil Patwari
Date: 25th May, 2016 Chairman
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the 25th Annual Report on
the affairs of your Company together with the Audited Statements of
Account for the year ended 31st March, 2014.
FINANCIAL RESULT
2013-2014 2012-2013
(Rs. In lacs) (Rs. In lacs)
Revenue from operation 63028.47 64183.91
Other Income 464.25 302.75
63492.72 64486.66
PBIDT 3986.52 3470.71
Interest 1985.55 2121.33
Depreciation 992.83 705.29
PROFIT BEFORE TAXATION 1008.14 644.10
Taxation 521.73 202.22
PROFIT AFTER TAXATION 486.41 441.88
Profit Brought Forward from Previous Year 1385.32 1016.56
PROFIT AVAILABLE FOR APPROPRIATIONS 1871.73 1458.44
APPROPRIATIONS
Proposed Dividend 62.49 62.49
Income Tax on Dividend 10.62 10.62
Balance carried to Balance Sheet 1798.62 1385.33
1871.73 1458.44
DIVIDEND
Your Directors have recommended for payment of Dividend to the Equity
Shareholders @10% i.e. Rs.0.50 per equity share of Rs. 5 each in
respect of the Financial Year 2013-14.
REVIEW OF OPERATION
During the financial year under review the company has achieved
turnover of Rs.63028.47 lacs against Rs.64183.91 lacs in the previous
year. The profit before tax is Rs.1008.14 lacs against Rs.644.10 lacs
in the previous year, a growth of 56.57%.
The textile industry has seen better domestic consumption and exports
during the year under review resulting in healthy demand for the
company''s products.
The prices of raw cotton moved up sharply between April and
October,2013. In the new season beginning October 2013 prices remained
approx. 20% higher year on year basis. Though, there is a bumper crop
during 2013-14, availability of quality cotton is expected to be tight
on account of brisk exports.
The value of the Indian Rupee (INR) vis-a-vis the US Dollar had wide
fluctuations during the year. The company has been successful in
dealing with these adversities low of Rs.53.75 in early May to high of
Rs. 68.80 in end August.
The Company''s yarn dyeing and fibre bleaching facility at Kagal has
found good market acceptance for its products and capacity utilisation
is growing.
FUTURE PROSPECT
The cotton prices are expected to remain high. Rising costs of inputs,
a general shortage of man power and volatility in foreign exchange
markets will continue to challenge the company and the industry.
The improvements and growth in the domestic economy and the expectation
of growth of exports of textile products during financial year 2015 by
15%, present opportunities.
The company continues to develop projects for additional spinning
capacity and denim fabric manufacturing.
PUBLIC DEPOSIT
Your Company has not accepted any deposits during the year under review
within the meaning of Section 58A of the Companies Act, 1956 read with
the Companies (Acceptance of Deposit) Rules, 1975.
DIRECTORS
As per the provisions of the erstwhile Companies Act, 1956 and Articles
of Association of the Company Mr. Mahendra Patwari, Wholetime Director,
Mr. M.K. Ogra and Mr. R.M. Ruia Independent Directors retire by
rotation at the ensuing Annual General Meeting of the Company and being
eligible have offered themselves for re-appointment. Sub-section (10)
of Section 149 of the Companies Act, 2013 (effective from April 1,
2014) provides that Independent Directors shall be appointed for a term
up to five consecutive years on the Board of a Company; and shall be
eligible for re-appointment by the shareholders of the Company.
Consequent to notification of Section 149 and other applicable
provisions of the Companies Act 2013 your Directors seek appointment of
Mr.M.K. Ogra, Mr. B.C. Talukdar, Mr. M.P. Periwal and Mr. R.M. Ruia, as
Independent Directors of the Company to hold office for 5 (five)
consecutive years, effective from 1st April, 2014 up to 31st March,
2019. Details of the proposal of appointment of Mr. M.K. Ogra, Mr.B.C.
Talukdar, Mr.M.P. Periwal and Mr. R.M. Ruia are mentioned in the
statement under Section 102 of the Companies Act, 2013 of the notice of
the twentyfifth Annual General Meeting.
The Company has received requisite notices in writing from members
proposing Mr. M.K. Ogra, Mr. B.C. Talukdar, Mr. M.P. Periwal 6 Mr.
R.M.Ruia, as Independent Directors.
The Company has received declarations from all the above Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under sub-section (6) of Section 149 of
the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges.
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 that:
1. In the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed along with proper explanations
relating to material departures.
2. The Directors 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, 31st March, 2014, and
the profit for that period.
3. Directors have taken proper and sufficient care for maintenance of
adequate accounting records in accordance with provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities.
4. The Directors have prepared Annual Accounts on going concern basis.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management discussion and analysis are covered in a separate report
annexed hereto and marked as Annexure "B".
CORPORATE GOVERNANCE
A separate report on Corporate Governance is enclosed as part of this
annual report and marked as Annexure "C". Requisite Certificate from
the Auditors of the Company regarding compliance of Corporate
Governance as stipulated under Clause 49 of the Listing Agreement is
annexed to the report of Corporate Governance. Adequate steps to ensure
compliance of all the mandatory provisions of ''Corporate Governance'' as
provided in the Listing Agreements of the Stock Exchanges with which
the Company''s Shares are listed have been taken and your company has
ensured its required compliance.
AUDITORS
M/s. Das & Prasad, Chartered Accountants, Kolkata, the Auditors of the
Company, retire at the ensuing Annual General Meeting and are eligible
for re-appointment for which company has received a requisite
certificate to Section 139 and 141 (3)(g) of the Companies Act, 2013
from M/s. Das & Prasad, the retiring Auditors of your Company regarding
their eligibility for re-appointment as Auditors, and we recommend
their re-appointment.
AUDITORS'' REPORT
The observation made by the auditors in their Report together with
Notes on Accounts are self explanatory and, therefore, do not call for
any further explanation under Section 217 (3) of the Companies Act,
1956.
COST AUDITORS
M/s VJ.Talati & Co. Cost Accountants, was appointed as Cost Auditors
for issuing Cost Audit Report of the Company for the F.Y 2013-14.The
Cost Audit Report for the F.Y 2012-13 has been filed within prescribed
time limits.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
Information pursuant to Section 217 (1) (e) of the Companies Act, 1956
read with the Companies (Disclosures of Particulars in the Report of
Board of Directors) Rules, 1988 is given in Annexure -"A" to this
report.
PARTICULARS OF EMPLOYEES
None of the employees are drawing remuneration exceeding Rs.5.00 Lacs
per month or Rs.60.00 Lacs per year. Hence, details required to be
furnished in accordance with Sub Section (2A) of Section 217 of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 are not applicable.
APPRECIATION
We are thankful to various agencies of the Central and State
Government(s) for their support and co-operation. Your Directors are
also thankful to all stakeholders including customers, bankers and
suppliers for their continued assistance, co-operation and support.
Your Directors wish to place on record their sincere appreciation of
all employees for their commitment and contribution to the Company. The
Directors are also grateful for the confidence, faith and trust reposed
by the shareholders of the Company.
By order of the Board
Place: Kolkata Sushil Patwari
Date: 29th May, 2014 Chairman & Managing Director
Mar 31, 2013
TO THE MEMBERS
The Directors have pleasure in presenting the 24th Annual Report on
the affairs of your Company together with the Audited Statements of
Account for the year ended 31st March, 2013.
FINANCIAL RESULT
2012-2013 2011-2012
(Rs. In lacs) (Rs. In lacs)
Revenue from operation 64183.91 49567.05
Other Income 302.75 186.20
64486.66 49753.25
PBIDT 3470.71 2555.37
Interest 2121.33 1743.03
Depreciation 705.29 692.36
PROFIT BEFORE TAXATION 644.10 119 98
Taxation 202.22 (97 32)
PROFIT AFTER TAXATION 441.88 217 30
Profit Brought Forward from
Previous Year 1016.56 799.26
PROFIT AVAILABLE FOR
APPROPRIATIONS 1458.44 1016.56
APPROPRIATIONS
Proposed Dividend 62.49
Income Tax on Dividend 10.62
Balance carried to Balance Sheet 1385.33 1016.56
1458.44 1016.56
DIVIDEND
Your Directors are pleased to recommend payment of Dividend to the
Equity Shareholders @10% i.e. Rs.0.50 per equity share of Rs. 5 each in
respect of the Financial Year 2012 13
REVIEW OF OPERATION
During the financial year under review the company has achieved
turnover of Rs.64,183.91 Lacs against Rs. Rs.49567.05 Lacs in the
previous year an increase of 29.48%. The profit after tax is Rs.441.88
Lacs against profit after tax of Rs.217.30 Lacs in the previous year an
increase of more than 100%.
Textile Industry continues to face challenges. The adverse effects of
continued slow down in the advanced economics growth slowing rate in
the Indian economy and other developing countries continued to be a
drag on the industry. Increase in power cost, rising high interest
rates and fluctuations in the foreign exchange rates also made things
difficult.
The availability in respect of raw cotton was better particularly in
the 2nd half of the financial year 2012-13. The prices were also
relatively more stable compared to the previous year, though since
February 2013 there is constant and big upward movements in the cotton
prices. Inspite of the above, your company could achieve a significant
growth in top line and bottom line through focused thrust on specific
products and markets and good controls and practices. FUTURE PROSPECT
The yarn industry continues to face challenges of rising costs,
shortage of manpower and volatility in prices of cotton and foreign
exchange.
The emergence of China as a major importer of yarn is a positive
development for the company and the textile industry. We are committed
to further improvements in performance an;'' growth.
The yarn dyeing and fibre bleaching plant of the company has been
commissioned and is progressing well and should contribute to the
company''s financial performance during the current financial year.
The company is working on projects for new spinning capacity and denim
manufacturing.
PUBLIC DEPOSIT
Your Company has not accepted any deposits during the year under review
within the meaning of Section 58A of the Companies Act, 1956 read with
the Companies (Acceptance of Deposit) Rules, 1975.
DIRECTORS
Mr. K. C Purohit, Mr. Sunil Patwari, and Mr. B. C. Talukdar, retire by
rotation at the ensuing Annual General Meeting and all of them being
eligible, have offered themselves for reappointment.
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 that:
1. In the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed along with proper explanations
relating to material departures.
2. The Directors 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, 31st March, 2013, and
the profit for that period.
3. Directors have taken proper and sufficient care for maintenance of
adequate accounting records in accordance with provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities.
4. The Directors have prepared Annual Accounts on going concern basis.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management discussion and analysis are covered in a separate report
annexed hereto and marked as Annexure "B".
CORPORATE GOVERNANCE
A separate report on Corporate Governance is enclosed as part of this
annual report and marked as Annexure "C". Requisite Certificate from
the Auditors of the Company regarding compliance of Corporate
Governance as stipulated under Clause 49 of the Listing Agreement is
annexed to the report of Corporate Governance. Adequate steps to ensure
compliance of all the mandatory provisions of ''Corporate Governance'' as
provided in the Listing Agreements of the Stock Exchanges with which
the Company''s Shares are listed have been taken and your company has
ensured its required compliance.
AUDITORS
M/s. Das & Prasad, Chartered Accountants, Kolkata, the Auditors of the
Company, retire at the ensuing Annual General Meeting and are eligible
for re-appointment for which company has received a requisite
certificate to Section 224(1 B) of the Companies Act, 1956 from M/s.
Das & Prasad, the retiring Auditors of your Company regarding their
eligibility for re-appointment as Auditors, and we recommend their
re-appointment.
AUDITORS'' REPORT
The observation made by the auditors in their Report together with
Notes on Accounts are self explanatory and, therefore, do not call for
any further explanation under Section 217 (3) of the Companies Act,
1956. COST AUDIT
Pursuant to the Directives of the Ministry of Corporate Affairs, your
Company has appointed M/s V.J.Talati & Co. Cost Accountants, as Cost
Auditor of the Company for the FY 2013- 14, under section 233B of the
Companies Act, 1956. The Cost Audit Report for the F.Y 2012-13 has been
filed within prescribed time limits.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO Information pursuant to Section 217(1)(e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988 is given in Annexure -
"A" to this report. PARTICULARS OF EMPLOYEES
None of the employees are drawinq remuneration exceeding Rs.5.00 Lacs
per month or Rs 60.00 Lacs per year. Hence, details required to be
furnished in accordance with Sub Section (2A) of Section 217 of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 are not applicable.
APPRECIATION
We are thankful to various agencies of the Central and State
Government(s) for their support and Co-operation. Your Directors are
also thdnkful to all stakeholders including customers, bankers and
suppliers for their continued assistance, co-operation and support.
Your Directors wish to place on record their sincere appreciation of
all employees for their commitment and contribution to the Company. The
Directors are also grateful for the confidence, faith and trust reposed
by the shareholders of the Company.
By order of the Board
For NAGREEKA EXPORTS LTD.
Place : Kolkata TIWARI
Date : 29th May, 2013 (Company Secretary)
Mar 31, 2012
The Directors have pleasure in presenting the 23rd Mnnual Report on
the affairs of your Company together with the Audited Statements of
Account for the year ended 31st March, 2012.
FINANCIAL RESULT
2011-2012 2010-2011
(Rs. In lacs) (Rs. In lacs)
Revenue from operation 49567.05 55835 02
Other Income 186.20 96.61
49753.25 55931.63
P8IDT 2555.37 2989.51
Interest 1743.03 1291.86
Depreciation 692.36 665.35
PROFIT BEFORE TAXATION 119.98 1032.30
Taxation (97.32) 416.67
PROFIT AFTER TAXATION 217.30 615.63
Profit Brought Forward from
Previous Year 799.26 256.51
PROFIT AVAILABLE FOR _ _
APPROPRIATIONS 1016.56 872.14
APPROPRIATIONS
Proposed Dividend à 62.50
Income Tax on Dividend à 10.38
Balance carried to Balance Sheet 1016.56 799.26
1016.56 872.14
DIVIDEND
Your Directors intend to plough back entire profit after tax for the
year ended 31st March, 2012, for meeting working capital requirement
and Capital expenditure on plant upgradation and new projects. As such,
no dividend is recommended for the year ended 31st March, 2012.
REVIEW OF OPERATION
During the financial year under review the company has achieved
turnover of Rs.49567.05 Lacs against Rs.55835.02 Lacs for the previous
year. The profit after tax is also lower at Rs.217.30 Lacs against
profit after tax of Rs. 615.63 Lacs in the previous year. The changes
in Govt, policy with regard to export of cotton and cotton yarn which
occurred between January-March 2011 had tremendous effect on the entire
cotton yarn spinning industry. The ban on export of cotton yam between
January-March, 2011, resulted in increase of cotton yarn inventory with
spinners. Simultaneously the effect of fluctuating policy for export
of raw cotton resulted in prices of raw cotton shooting up between
January - March 2011 and thereafter crashing within a very short time
in the month of April and May, 2011 by nearly 50% of peak levels. This
crash of raw material prices resulted in huge value loss on the
inventory on raw material with spinners. This drop in prices together
with the rush to liquidate stock of cotton yarn during April - May,
2011 also brought down prices of cotton yarn by approx. 30-40%
resulting in huge loss in finished goods inventors. This double whammy
on raw material and finished goods significantly eroded the capital of
the spinning industry. Your company also suffered on account of these
events. Additionally the economic crisis in the euro zone resulted in
a recession in demand in Europe for textile products. The Global event
also increased volatility in commodity markets and currency markets
which was reflected in wide fluctuations in USD / INR exchange rates.
The cost of power has been continuously increasing during the year. The
cost has increased by nearly 15%. Interest rates in the Indian economy
have also been going up and during this year there was an increase of
approx.1.25% per annum in the base rate. The cost of working capital
borrowing also increased significantly. Rising inflation also resulted
in increase of other inputs and costs.
Your company has taken on all challenges and after putting in best
efforts we have been able to mitigate the effects of these negative
developments to achieve results mentioned above.
FUTURE PROSPECT
The future prospects of the company are closely linked with the
fortunes of the cotton textile industry. The consumption of cotton
textile within India will still grow, although at a slower rate in view
of the reduced growth rate of GDP (6.5%). The depreciation of Indian
rupee has also improved India's competitiveness in the export market
vis-a-vis China, Bangladesh etc. Further as and when the situation of
US & Europe improves there should be also increase in business from
these countries.
The fortunes of the cotton textile industry depends lot on the
availability of quality cotton at competitive prices. The current state
of the rnonsoon in India has created some uncertainty on this account
and the actual effect will be known only when the new cotton season
starts during October/November, 2012.
The restructured TUF Scheme has been announced with greater focus on
technical textile while maintaining incentives for traditional sector.
Additionally, the Maharashtra Govt has announced new textile policy
offering interest subsidy and capital subsidy in some location in
addition to TUF.
The company is in advanced stage of implementing the cotton yarn dyeing
and bleaching project at Kagal, Kolhapur at a project cost of Rs.73.05
crores. The project will be operational during quarter January to March
2013. Further, the company is working on projects to increase spinning
capacity and enter into weaving activity.
PUBLIC DEPOSIT
Your Company has not accepted any deposits during the year under review
within the meaning of Section 58A of the Companies Act, 1956 read with
the Companies (Acceptance of Deposit) Rules, 1975.
DIRECTORS
Mr. Sushil Patwari, Mr. M. P. Periwal and Mr. M. K. Ggra retire by
rotation at the ensuing Annual General Meeting and all of them being
eligible, have offered themselves for reappointment. 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 that :
1. In the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed along with proper explanations
relating to material departures.
2 The Directors 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, 31st March, 2012, and the
profit for that period.
3. Directors have taken proper and sufficient care for maintenance of
adequate accounting records in accordance with provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities
4. The Directors have prepared Annual Accounts on going concern basis.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management discussion and analysis are covered in a separate report
annexed hereto and marked as Annexure "B".
CORPORATE GOVERNANCE
A separate report on Corporate Governance is enclosed as part of this
annual report and marked as Annexure "C" Requisite Certificate from
the Auditors of the Company regarding compliance of Corporate
Governance as stipulated under Clause 49 of the Listing Agreement is
annexed to the report of Corporate Governance. Adequate steps to ensure
compliance of all the mandatory provisions of 'Corporate Governance' as
provided in the Listing Agreements of the Stock Exchanges with which
the Company's Shares are listed have been taken and your company has
ensured its required compliance.
AUDITORS
M/s. Das & Prasad, Chartered Accountants, Kolkata, the Auditors of the
Company, retire at the ensuing Annual General Meeting and are eligible
for re-appointment for which company has received a requisite
certificate to Section 224(1 B) of the Companies Act. 1956 from M/s.
Das & Prasad, the retiring Auditors of your Company regarding their
eligibility for re-appointment as Auditors, and we recommend their
re-appointment
AUDITORS' REPORT
The observation made by the auditors in their Report together with
Notes on Accounts are self explanatory and therefore, do not call for
any further explanation under Section 217 (3) of the Companies Act.
1956
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
Information pursuant to Section 217(1 )(e) of the Companies Act, 1956
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 is given in Annexure - "A" to this
report.
PARTICULARS OF EMPLOYEES
None of the employees are drawing remuneration exceeding Rs.5.00 Lacs
per month or Rs.60.00 Lacs per year. Hence, details required to be
furnished in accordance with Sub Section (2A) of Section 217 of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 are not applicable.
APPRECIATION
The Board of Directors place on record their sincere appreciation for
the dedicated efforts, good understanding and support, and valuable
contributions made by all our employees in achieving the excellent
result for the year. They also wish to sincerely thank shareholders,
customers and financial institutions including banks for their support
and encouragement.
By order of the Board
Place : Kolkata Sushil Patwari
Date : 26th May, 2012 Chairman
Mar 31, 2010
The Directors have pleasure in presenting the 21st Annual Report on
the affairs of your Company together with the Audited Statements of
Account for the year ended 31st March, 2010.
FINANCIAL RESULT
2009-2010 2008-2009
(Rs. In lacs) (Rs. In lacs)
Sales & Export Revenue 41455.43 26652.69
Other Income 48.33 62.50
41503.76 26715.19
PBIDT 1979.16 972.43
Interest 1113.42 798.04
Depreciation 656.37 635.71
PROFIT BEFORE TAXATION 209.37 (-) 461.32
Taxation 15.42 (-) 285.05
PROFIT AFTER TAXATION 193.95 (-) 176.27
Profit Brought Forward from
Previous Year 62.55 238.82
PROFIT AVAILABLE FOR
ROPRIATIONS 256.50 62.55
APPROPRIATIONS
Transfer to General Reserve - -
Proposed Dividend - -
Income Tax on Dividend - -
Balance carried to Balance Sheet 256.50 62.55
256.50 82.55
DIVIDEND
Your Directors intend to plough back entire profit after tax for the
year ended 31st March, 2010 for meeting working capital requirement and
Capital expenditure on planned upgradation. As such, no dividend is
recommended for the year ended 31st March, 2010. REVIEW OF OPERATION
The Companys turnover has increased from Rs. 26652.69 lacs for the
year ended 31st March, 2009 to Rs. 41455.43 lacs for the year under
review thus recording an increase of 55.54%. Profit after Tax for the
Year under review is Rs. 193.96 lacs as against loss of Rs. 176.27 lacs
in the previous year. The adverse effect of the Global crisis which
started in mid 2008 continued during the first half of the period under
review. The Company utilised the situation to introspect and fine tune
its operations and to utilise resources to improve its competitiveness.
Beginning from the 3rd quarter of the period under review, a revival in
demand for textile products and the companys products, in particular,
began to be seen and this trend has since continued. The retailers in
the west had reduced inventories to very low levels and hence, now
started purchasing to meet their sales and also to rebuild inventory.
Additionally, the strong growth in the Indian economy together with
better percolation of benefits to the bottom of the pyramid also
brought increased demand for textiles. Your company was well positioned
to exploit these developments and could achieve the growth in turnover.
The developments on the cost front, however, were not favourable.
Indias cotton crop in 2009-10 was quite satisfactory and total size
was similar to the previous season. Globally however, the cotton crop
size reduced. As a result, there was strong demand for Indian cotton in
international markets and a huge quantity of cotton was exported from
India. Thus, despite a good crop, the prices of cotton in the domestic
market moved up and are approx. 15-20% higher than the previous year.
Other input costs such as power, transportation etc., also went up due
to increase in fuel prices and inflation thus taking costs up. Interest
cost also increased as the RBI tightened monetary policy and the
Government withdrew most of the stimulus measures.
FUTURE PROSPECT
Your Directors are happy to report that though, with a time lag, the
process of passing on the costs in prices of finished goods could be
done starting from February - March 2010. During April 2010, the
Government of India has temporarily stopped export of raw cotton and
waste. This was subsequently permitted for registered contracts and an
export duty imposed. New exports would be permitted after October 2010.
These measures promise an effort to ensure better availability of
cotton for domestic industry.
Simultaneously, the Government has implemented a process of
registration to monitor the export of cotton yarn. Further, Duty
Entitlement Pass Book (DEPB) and Drawback, meant to reimburse the
taxes/duties paid on inputs during the manufacture , of cotton yarn
have been withdrawn. This has reduced competitiveness of export of
cotton yarn. The cotton Crop for season 2010-11 is expected to be big
on account of increase in area under cotton and expectations of better
weather, both in India and globally. The Government of India is
expected to declare a policy for export of raw cotton which will also
ensure adequate availability for domestic industry. Further, The
Ministry of Textiles has sought additional allocation for Textile
Upgradation Fund Scheme (TUFS), indicating its desire to promote
further investment and capacity growth in the industry. All these
measures will definitely be positive for your Industry. The continuing
growth in our economy will ensure a healthy growth in consumption of
textile products in the domestic market. Also, the growth in our cotton
crop vis-a-vis other major competing countries will ensure good export
demand for Indian textile industry. Thus, your Directors are hopeful of
a bright future of the textile industry in India. The Company is
working on plans to be a part of this bright future. PUBLIC DEPOSIT
Your Company has not accepted any deposits during the year under review
within the meaning of Section 58A of the Companies Act, 1956 read with
the Companies (Acceptance of Deposit) Rules, 1975. DIRECTORS
- Mr. D.P.Agarwal and Mr.K.L.Agarwal have resigned from the
directorship of the Company with effect from 30-Sep-09 and 28-May-10
respectively. The Board places on record its appreciation for the
contribution made by Mr. D.RAgarwal and Mr.K.L.Agarwal during their
tenure as Directors.
Mr. Sushil Patwari, Mr. Mahendra Patwari and Mr. K.C.Purohit retire by
rotation at the ensuing Annual General Meeting and all of them being
eligible, have offered themselves for reappointment. 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 that :
1. In the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed along with proper explanations
relating to material departures.
2. The Directors 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, 31st March, 2010, and
the profit for that period.
3. The Directors have taken proper and sufficient care for maintenance
of adequate accounting records in accordance with provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities.
4. The Directors have prepared Annual Accounts on going concern basis.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management discussion and analysis are covered in a separate report
annexed hereto and marked as Annexure "B".
CORPORATE GOVERNANCE
A separate report on Corporate Governance is enclosed as part of this
annual report and marked as Annexure "C". Requisite Certificate from
the Auditors of the Company regarding compliance of Corporate
Governance as stipulated under Clause 49 of the Listing Agreement is
annexed to the report of Corporate Governance. Adequate steps to ensure
compliance of all the mandatory provisions of Corporate Governance as
provided in the Listing Agreements of the Stock Exchanges with which
the Companys Shares are listed have been taken and your company has
ensured its required compliance. AUDITORS
M/s. Das & Prasad, Chartered Accountants, Kolkata, the Auditors of the
Company, retire at the ensuing Annual General Meeting and are eligible
for re-appointment for which company has received a requisite
certificate to Section 224(1B) of the Companies Act, 1956 from M/s. Das
& Prasad, the retiring Auditors of your Company regarding their
eligibility for re-appointment as Auditors, and we recommend their
re-appointment. AUDITORS REPORT
The observation made by the auditors in their Report together with
Notes on Accounts are self explanatory and, therefore, do not call for
any further explanation under Section 217 (3) of the Companies Act,
1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO Information pursuant to Section 2l7(1)(e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988 is given in Annexure
-"A" to this report.
MODERNISATION AND RATIONALISATION PROGRAMME Modernisation and
rationalisation programme is a continuous process in your company.
During the year under review, the storage capacity has been increased.
New plant and machinery have been installed to improve efficiency and
quality and increase production of value added products. PARTICULARS OF
EMPLOYEES
None of the employees are drawing remuneration exceeding Rs.2.00 Lacs
per month or Rs.24.00 Lacs per year. Hence, details required to be
furnished in accordance with Sub Section (2A) of Section 217 of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 are not applicable. APPRECIATION
The Board of Directors place on record their sincere appreciation for
the dedicated efforts, good understanding and support, and valuable
contributions made by all our employees in achieving the excellent
result for the year. They also wish to sincerely thank shareholders,
customers and financial institutions including banks for their support
and encouragement.
By order of the Board
Place : Kolkata Sushil Patwari
Date : 28th May, 2010 Chairman