Mar 31, 2015
Dear Members,
The Directors have pleasure in submitting their Eleventh Annual Report
of the Company together with the Audited Statements of Accounts for the
year ended 31 st March, 2015.
Financial Results
The Company's financials for the year under review along with the
corresponding figures of the previous year's figures are as under-
Financial Results (Rs. in Lakhs)
year ended year ended
31-03-2015 31-03-2014
Sales and other Income 10286.37 21364.81
Profit before Interest and 1490.39 685.35
Depreciation
Interest and Finance Charges 2117.61 2373.26
Depreciation 1017.97 1190.70
Profit before Tax -1645.19 -2878.61
Provision for Taxation
a) Current Tax
b) Deferred Tax 480.76 977.41
Profit after tax -1164.43 -1901.20
Add: profit b/f from last year 598.69 2499.89
Less:Adjustment of carrying cost -94.12 -
of Assets
-659.86 598.69
Appropriations
Transferred from Debenture -917.14 -
Redemption Reserve
Transferred to General Reserve 917.14 -
Dividend Dividend Tax - -
Surplus Carried Forward to -659.86 598.69
Balance sheet
Earning per share (Basic) -38.37 -62.64
Earning per share (Diluted) -38.37 -62.64
Operations
During the year under review, the company achieved a turnover of
Rs.10286.37 lakhs and net loss of Rs.1164.43 lakhs as against Rs.21,364.81
lakhs and Rs.1901.20 lakhs in the previous year respectively
CDR Package
The Corporate Debt Restructuring Cell vide their letter Nos.
CDR(SSA)/No.359/2014-15 dated 21st August 2014 and
CDR(SSA)/No.364/2014-15 dated 21st August 2014 have sanctioned a CDR
package based on which the existing facilities enjoyed by the company
with the banks have been restructured and additional limits have been
sanctioned due to which the company is able to carry on its operations
more smoothly
Dividend
As the company did not earn distributable profits, the board of
directors did not recommend any dividend for the financial year under
review.
The provisions of Section 125(2) of the Companies Act, 2013 do not
apply as there was no unpaid dividend pending to be transferred to the
Investor Education and Protection Fund.
Review of Business Operations and Future Prospects
The future business scenario of our products is bright in the domestic
market have made forays in Southern Textile markets and we expect
substantial turnover with them. On the Export front the company has
captured world major markets in UK. US, Europe. We have made an
impressive presentation of our new fancy product range in these
countries and our confident of securing huge orders in the next few
months
Share Capital
As per the terms and conditions of the CDR package sanctioned by the
Corporate Debt Restructuring Cell vide their letter Nos.
CDR(SSA)/No.359/2014-15 dated 21st August 2014 and
CDR(SSA)/No.364/2014-15 dated 21st August 2014 the promoters of the
company are to bring in monies to the extent of Rs.5 Crores upfront.
Accordingly, the promoters have brought in the said monies during the
year under review against which 9,59,863 Equity shares of Rs.10/- each
are being allotted to the Promoters Ms Usha Agarwal (6,43,720) and Ms
Arti Agarwal (3,16,143) at a price of Rs.56.06 ps arrived as per the SEBI
(ICDR) Regulations, 2009 for issue of shares on preferential basis.
The necessary resolutions in this regard form part of the notice
convening the 11th Annual General Meeting for the approval of the
members.
Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013, the Board of Directors of your company hereby state and
confirm that
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period
(c) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities
(d) The Directors had prepared the annual accounts on a going concern
basis; and
(e) The Directors had laid down internal financial controls to be
followed by the company
(f) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively
Details In Respect of Adequacy of Internal Financial Controls with
Reference to the Financial Statements.
The company has adequate internal financial controls and has a separate
Audit committee to assess the internal controls and guide the company
accordingly
Details of Subsidiaries, Joint Ventures, Associate Companies & their
performance
The Company does not have any subsidiary or joint venture or associate
company as such, their performance details will not arise.
Deposits
The Company has renewed the fixed deposits received from the public.
The amount of deposits outstanding as on 31st March 2015 was Rs.50.00
lakhs. There were no deposits accepted under the provisions of Chapter
V of the Companies Act, 2013. The company does not have any deposits
lying unpaid or unclaimed as on 31st March 2015. FURTHER, there has
been no default in repayment of deposits or payment of interest thereon
during the year
Risk Management Policy of the Company
The Company has formulated and adopted a risk management policy at its
Board Meeting. As per the policy, the management continues to review
and assess the risk and also the steps for mitigating the same.
Corporate Social Responsibility
The provisions of Section 135 of the Companies Act, 2013 relating to
Corporate Social Responsibility does not apply to the company. However,
your company continues to carry out activities for the community and
society.
Related Party Transactions
The related party transactions entered into by the company during the
financial year under review have been disclosed vide Note No. 2.40 of
the financial statements of the company for the financial year ended
31st March 2015. All the transactions entered into are at an arm's
length basis and in the ordinary course of business. The relevant
details in form AOC-2 is enclosed hereto at Annexure -A.
Particulars of Loans, Guarantees or Investments Made Under Section 186
of the Companies Act, 2013
During the year under review your company has not extended any
guarantees or made any investments.
Directors and Key Managerial Personnel
Shri Vijay Kumar Gupta, Director, of the Company retires at the ensuing
Annual General Meeting and being eligible, offers himself for
re-appointment.
Ms Anisha Tandon was appointed as an Independent Woman Director w.e.f.
31st March 2015, and holds office till the date of the ensuing Annual
General Meeting. Ms Anisha Tandon has furnished a declaration under
Section 149(7) of the Companies Act, 2013 that she fulfils the criteria
for being appointed as an independent director. Hence, the Board
recommends for her appointment as an Independent Director for a period
of one year. The company has received a notice in writing from a
member alongwith the requisite deposit of Rs.1,00,000/- under Section 160
of the Companies Act, 2013 proposing here candidature.
The Independent Directors have submitted declarations disclosing to the
Board that they fulfill the criteria stipulated under Section 149(6) of
the Companies Act, 2013 so as to qualify themselves to be appointed as
Independent Directors under the provisions of the Companies Act, 2013
and the relevant rules made there under and Clause 49II I) (B)(e) of
the listing agreement.
Shri Shiv Kumar, CFO, of the company was appointed as Key Managerial
Personnel
Sri Ramesh Atluri, Company Secretary and Compliance Officer of the
company resigned with effect from 31st March 2015 and the company is in
the process of appointing a new Company Secretary.
Meetings of the Board
There were 5 (five) Meetings of the Board of Directors during the year
under review the details of which are furnished in the report on
Corporate Governance.
Audit Committee
The Committee comprises of S/Sri KC Reddy, Vijay Kumar Gupta, and
Ritesh Kumar Agarwal. The recommendations made by the committee have
always been accepted by the Board
Vigil Mechanism
Pursuant to the provisions of Section 177 (9) and (10) of the Companies
Act, 2013, a vigil mechanism for Directors and employees has been
established for reporting their concerns
Remuneration Ratio of the Directors/Key Managerial Personnel/Employees
The details as per Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided at
Annexure B
Company's Policy Relating to Directors Appointment, Payment of
Remuneration and Discharge of their Duties
The Nomination and Remuneration Committee is vested with the powers to
recommend the Appointment of a Director and recommend the remuneration
accordingly.
Evaluation of the Board
Since the company was going through severe stress and strain in
connection with the financial aspects of the company, it could not of
formulate a remuneration policy in line with the provisions of the
Companies Act, 2013. However, steps have been taken now to comply with
the same.
Management Discussion and Analysis Report
Management Discussion and Analysis Report, pursuant to Clause 49 of the
Listing Agreement, forms part of this Report and is annexed hereto as
"Annexure C ".
Corporate Governance
The Company has implemented the procedures and adopted practices in
conformity with the Code of Corporate Governance as laid down under
Clause 49 of the Listing Agreement with the Stock Exchanges. A separate
report on Corporate Governance is annexed herewith, as part of the
Annual Report along with the Auditor's Certificate on its compliance as
"Annexure D ".
Annual Return
The extracts of the Annual Return pursuant to the provisions of Section
92 read with Rule 12 of the Companies (Management and administration)
Rules, 2014 in Form MGT 9 is attached to this Report at Annexure E
Statutory Auditors
The Company has received a certificate from Ms. S Daga & Co. Auditors
to the effect that if they are reappointed, it would be in accordance
with the provisions of Section 141 of the Companies Act, 2013
The Auditors Report does not contain any qualification reservation or
adverse remark.
Cost Audit
Pursuant the provisions of the Companies Act, 2013, and the rules
framed there under Sri Penumarthy Srinivas has been appointed as the
Cost Auditor of the company.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act. 2013
Secretarial Audit has been conducted for the Financial Year 2014-15 by
M/S Marthi &Co., Company Secretaries, Hyderabad and their Secretarial
Audit report for the financial year ended 31 st March 2015 is enclosed
at Annexure F.
Listing & Trading
The Equity Shares of the Company are listed on The Bombay Stock
Exchange Limited and National Stock Exchange, Mumbai The Market price
of the Share as on 31st March, 2015 was Rs.44.25 and Rs.45.00 per share on
BSE and NSE respectively.
Particulars of Employees
Information as required under the provisions of Rules 5(2) & 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is given elsewhere in the report. As per the proviso to
Rule 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the particulars of employees posted and working
outside India is NIL.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outflow
Information under Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts Rules), 2014 is attached hereto
at Annexure G
Acknowledgements
Your Directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government Authorities
for their continued support extended to your Companies activities
during the year under review. Your Directors also acknowledge
gratefully the shareholders for their support and confidence reposed on
your Company.
For and on behalf of the Board
For RAJVIR INDUSTRIES LIMITED
Sd/-
Place: Hyderabad U K Agarwal
Date: 29.07.2015 Chairman
Mar 31, 2014
Dear members,
The Directors of your Company have pleasure in presenting the Tenth
Annual Report on the business and operations of the Company together
with the Audited Accounts for the year ended 31st March 2014.
FINANCIAL RESULTS (Rs. in lakhs)
2013-14 2012-13
1. Sales and Other Income 21,364.81 29,126.43
2. Profit Before Interest and Depreciation 685.35 4,266.58
3. Interest and Finance Charges 2,373.26 2,557.95
4. Depreciation 1,190.70 1,190.53
5. Profit before tax and exceptional items (2,878.61) 518.10
Exceptional Items - -
6. Profit before tax (2,878.61) 518.10
7. Provision for Taxation
a) Current Tax - -
b) Deferred Tax 977.41 70.40
Profit after tax (1,901.20) 447.70
dd/Profit b/f from last year 2,499.89 2,052.19
598.69 2,499.89
APPROPRIATIONS
1. Transferred to Debenture - -
Redemption Reserve
2. Transferred to General Reserve - -
3. Dividend - -
4. Dividend Tax - -
5. Surplus Carried Forward to Balance Sheet 598.69 2,499.89
OPERATIONS
During the year under review, the Company achieved a Turnover of Rs.
21,364.81 lakhs and Net Loss of Rs. 1,901.20 lakhs as against Turnover
of Rs. 29,126.43 lakhs and Net Profit of Rs. 447.40 lakhs in the
previous year.
A detail analysis of future outlook and financial performance of the
company is given in the management and analysis report which is
elsewhere given in this report.
DIVIDEND
In view of the Loss occurred, the Directors have not recommended any
dividend.
CAPITAL EXPENDITURE
During the year under review, your Company has incurred a Capital
Expenditure of Rs. 69.97 Lakhs.
EXPORTS
During the year under review, your Company has achieved exports
turnover of Rs. 47.28 Crores as against Rs. 76.92 Crores last year.
DIRECTORS
Pursuant to the provisions of Sections 149, 152 and 161 (4) of the Act
and subject to the members approval, in accordance with provisions of
the Companies Act 2013 read with the Articles of Association of the
Company, Sri Vijay Kumar Gupta retires by rotation in the ensuing
Annual General Meeting and being eligible, offer for reappointment. The
Board of Directors approved the appointment for a term of 5 years from
30th September, 2014 to 29th September 2019. As per the said Section
149 of the Act, an independent director can hold office for a term up
to 5 (five) consecutive years on the Board of a company and he shall
not be included in the total number of directors for retirement by
rotation.
Pursuant to the provisions of Sections 149, 152 and 161 (4) of the Act
and subject to the members approval, The Board of Directors approved
the appointment of Sri K.C.Reddy as an Independent Director of the
Company with effect from 30th September 2014 to hold office up to the
five years from the date of appointment till 29th September 2019. As
per the said Section 149 of the Act, an independent director can hold
office for a term up to 5 (five) consecutive years on the Board of a
company and he shall not be included in the total number of directors
for retirement by rotation.
Sri Upender Kumar Agarwal, Chairman of the company expressed to
continue as Executive Chairman. Accordingly, Board of Directors
approved the Re-appointment of Sri Upender Kumar Agarwal as Executive
Chairman w. e. f. 1st April 2014 for tenure of another 3 years period
ending 31st March, 2017 on the terms and conditions as detailed in the
resolution subject to approval of members of the Company in the general
meeting.
Sri Ritesh Kumar Agarwal, Managing Director, expressed to continue as
Managing Director/Chief Executive Officer. Accordingly, the Board
approved the reappointment of Sri Ritesh Kumar Agarwal as Managing
Director and Chief Executive Officer w. e. f. 1st April 2014 for a
period of 3 years ending 31st March, 2017 on the terms and conditions
as detailed in the resolution subject to approval of members of the
Company in the general meeting.
The necessary resolutions seeking approval of the members for
reappointment of Sri Upender Kumar Agarwal and Sri Ritesh Kumar Agarwal
on the revised terms have been included in the notice of the ensuing
Annual General Meeting.
Directors Responsibility Statement:
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to Directors Responsibility Statement, the Board
of Directors of the Company hereby confirms:
1. That in the preparation of the Annual Accounts for the financial
year ended 31st March, 2014, the applicable accounting standards have
been followed and there were no material departures;
2. That your Directors have selected such accounting policies and
applied them consistently and made judgments and estimates which 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 the year under review.
3. That your 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;
4. That your Directors have prepared the Annual Accounts for the
financial year ended 31st March, 2014 on a ''going concern'' basis.
CORPORATE GOVERNANCE
A detailed Report on Corporate Governance, Management Discussion and
Analysis Report and the Certificate from the Auditors of your Company
regarding compliance of conditions of Corporate Governance as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges given elsewhere and forms part of this Report.
CORPORATE SOCIAL RESPONSIBILITY
Your company identifies the CSR activities and in real performing in
spirit rather than statutory. In fact, the CSR activities fills gap
between the community and society. It is a societal debt and your
companies pay back its obligations in the form of CSR activities.
AUDITORS
M/s S. Daga & Co, Chartered Accountants, Auditors of the Company
retires at the ensuing Annual General Meeting. They have expressed
their willingness to accept appointment and confirmed that their
appointment, if made, shall be in accordance with the provisions of
Section 141 of the Companies Act, 2013.
COST AUDITORS
Pursuant to the directives from the Central Government and the
Provisions of Section 148 of the Companies Act, 2013 Mr. P. Srinivas
has been appointed as Cost Auditor of the Company for the financial
year 2013-14.
The Cost Audit Report for the financial year 2013-2014 shall be
submitted to the Central Government within the stipulated period.
FIXED DEPOSITS
Your Company has renewed the fixed deposits received from the public
during FY 2013-14 within the meaning of Section 58A and 58AA of the
Companies Act, 1956 and there are no overdue deposits as on 31.03.2014.
AUDITORS'' QUALIFICATIONS
The Auditors'' Report to the shareholders contains qualifications. The
Board took note of the same and remedial steps are being taken to
address the same.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as prescribed under Section 217 (1)(e) of the Companies
Act, 1956 read with Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 are set out in Annexure-I to this
report.
PARTICULARS OF EMPLOYEES
There are no employees whose information is required to be disclosed
under Section 217 (2A) of the Companies Act, 1956 read with the
Companies (particulars of Employees) Rules, 1975.
APPRECIATION
The Board places on record its deep appreciation of the devoted
services of the loyal workers, executives and other staff of the
Company who have contributed in no small measure to the performance and
the Company''s continued inherent strength.
It also extends grateful thanks to the Central and various State
Governments, the investors, the banking circles, financial institutions
and district level authorities for their continued support extended to
the Company from time to time. The Board also places on record their
deep sense of appreciation for the committed services of all the
employees of the Company.
For and on behalf of the Board of Directors
for Rajvir Industries Limited
Place : Secunderabad U.K. Agarwal
Date : 14-08-2014 Chairman
Mar 31, 2013
To The Members of Rajvir Industries Limited
The Directors have pleasure in presenting the Ninth Annual Report on
the business and operations of the Company together with the Audited
Accounts for the year ended 31st March 2013.
FINANCIAL RESULTS (Rs. in lakhs)
2012-13 2011-12
1. Sales and Other Income 29,126.43 30,425.73
2. Profit Before Interest and
Depreciation 4,266.58 3,869.20
3. Interest and Finance Charges 2,557.95 2,931.06
4. Depreciation 1,190.53 1,218.80
5. Profit before tax and
exceptional items 518.10 (280.66)
Exceptional Items - 860.18
6. Profit before tax 518.10 (1,140.84)
7. Provision for Taxation
a) Current Tax (MAT) 103.66
Less: MAT credit
entitlement 103.66
- -
b) Deferred Tax 70.40 (187.17)
8. Profit after tax 447.70 (953.67)
Add/ Profit b/f from last year 2,052.19 3,110.86
2,499.89 2,157.19
APPROPRIATIONS
1. Transferred to Debenture
Redemption Reserve - 105.00
2. Transferred to General Reserve - -
3. Dividend - -
4. Dividend Tax - -
5. Surplus Carried Forward to
Balance Sheet 2,499.89 2,052.19
OPERATIONS
During the year under review your Company achieved a Turnover of
Rs.29,126.43 lakhs and Net Profit of Rs.447.70 lakhs as against Turnover of
Rs.30,425.73 lakhs and Net Loss of Rs.953.67 lakhs in the previous year.
A detailed analysis of future outlook and financial performance of the
company is given in the management and analysis report which is
elsewhere given in this report.
DIVIDEND
The company wishes to plough back the profits into its operations,
which would facilitate the ambitious growth plans in the present
Financial Year i.e. 2013-2014. In view of the same, the Directors could
not recommend any dividends.
CAPITAL EXPENDITURE
During the year under review, your Company has incurred a Capital
Expenditure of Rs.218.41 Lakhs.
EXPORTS
During the year under review, your Company has achieved exports
turnover of Rs.76.92 Crores as against Rs.71.09 Crores last year.
DIRECTORS
In accordance with section 256 of the Companies Act 1956 read with the
Articles of Association of the Company Sri K. C. Reddy retires by
rotation at the ensuing Annual General Meeting and being eligible,
offer himself for reappointment.
Sri Upender Kumar Agarwal, Chairman and Managing Director of the
Company expressed his willingness to continue as Executive Chairman.
Accordingly, Board of the Directors approved the change of designation
of Sri Upender Kumar Agarwal as Executive Chairman with effect from
30th May, 2013 for his remaining tenure of appointment on the terms and
conditions as detailed in the resolution subject to approval of members
of the Company in the General Meeting.
Sri Ritesh Kumar Agarwal, Whole time Director has been appointed as
Managing Director owing to vacant position of Managing Director.
Accordingly, the Board approved the change of designation of Sri Ritesh
Kumar Agarwal as Managing Director with effect from 30th May, 2013 for
his remaining tenure of appointment on the terms and conditions as
detailed in the resolution subject to approval of members of the
Company in the General Meeting.
The necessary resolutions seeking approval of the members for aforesaid
changes of designations of Sri Upender Kumar Agarwal and Sri Ritesh
Kumar Agarwal on the revised terms have been included in the notice of
the ensuing Annual General Meeting
Directors Responsibility Statement:
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to Directors Responsibility Statement, the Board
of Directors of the Company hereby confirms:
1. That in the preparation of the Annual Accounts for the financial
year ended 31st March, 2013, the applicable accounting standards have
been followed and there were no material departures;
2. That your Directors have selected such accounting policies and
applied them consistently and made judgments and estimates which are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for the year under review;
3. That your 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 your Directors have prepared the Annual Accounts for the
financial year ended 31st March, 2013 on a ''going concern'' basis.
CORPORATE GOVERNANCE
A detailed Report on Corporate Governance, Management Discussion and
Analysis Report and the Certificate from the Auditors of your Company
regarding compliance of conditions of Corporate Governance as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges given elsewhere and forms part of this Report.
AUDITORS
M/s S. Daga & Co, Chartered Accountants, Auditors of the Company
retires at the ensuing Annual General Meeting. They have expressed
their willingness to accept appointment and confirmed that their
appointment, if made, shall be in accordance with the provisions of
Section 224(1B) of the Companies Act, 1956.
COST AUDITORS
Pursuant to the directives from the Central Government and the
Provisions of Section 233B of the Companies Act, 1956 Mr. P. Srinivas
has been appointed as Cost Auditor of the Company for the financial
year 2012-13.
The Cost Audit Report for the financial year 2012-13 shall be submitted
to the Central Government within the stipulated period.
FIXED DEPOSITS
Your Company has renewed the fixed deposits received from the public
during FY 2011-12 within the meaning of Section 58 A of the Companies
Act, 1956 and there are no overdue deposits as on 31.03.2013.
AUDIT COMMITTEE
In terms of Section 292A of the Companies Act, 1956 and in accordance
with Clause 49 of Listing Agreement with stock exchanges, Audit
Committee of the Board of Directors of the Company consists of the
following Directors:
1) Sri K. C. Reddy : Chairman, Non-Executive &
Independent Director
2) Sri Vijay Kumar Gupta : Member, Non-Executive &
Independent Director
3) Sri Ritesh Kumar Agarwal : Member, Managing Director
AUDITORS'' QUALIFICATIONS
The Auditors'' Report to the shareholders does not contain any
qualification or adverse remark.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as prescribed under Section 217 (1)(e) of the Companies
Act, 1956 read with Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 are set out in Annexure-I to this
report.
PARTICULARS OF EMPLOYEES
There are no employees whose information is required to be disclosed
under Section 217 (2A) of the Companies Act, 1956 read with the
Companies (particulars of Employees) Rules, 1975.
APPRECIATION
The Board places on record its deep appreciation of the devoted
services of the loyal workers, executives and other staff of the
Company who have contributed in no small measure to the performance and
the Company''s continued inherent strength.
It also extends grateful thanks to the Central and various State
Governments, the investors, the banking circles, financial institutions
and district level authorities for their continued support extended to
the Company from time to time. The Board also places on record their
deep sense of appreciation for the committed services of all the
employees of the Company.
For and on behalf of the Board of Directors
for Rajvir Industries Limited
Place : Secunderabad U.K. Agarwal
Date : 14-08-2013 Chairman
Mar 31, 2012
To The Members of Rajvir Industries Limited
The Directors have pleasure in presenting the Eighth Annual Report on
the business and operations of your Company together with the Audited
Accounts for the year ended 31st March 2012.
FINANCIAL RESULTS (Rs. in lakhs)
2011-12 2010-11
1. Sales and Other Income 30,425.73 27,583.35
2. Profit Before Interest
and Depreciation 3,869.20 5,352.92
3. Interest and Finance
Charges 2,931.06 2,162.28
4. Depreciation 1,218.80 1,121.72
5. Profit before tax and
exceptional items (280.66) 2,068.92
Exceptional Items 860.18 -
6. Profit before tax (1,140.84) 2,068.92
7. Provision for Taxation
a) Current Tax - 412.35
b) Deferred Tax (187.17) 228.61
Profit after tax (953.67) 1,427.96
Add/ Profit b/f from last year 3,110.86 2,106.99
2,157.19 3,534.95
APPROPRIATIONS
1. Transferred to Debenture
Redemption Reserve 105.00 140.00
2. Transferred to General Reserve - 143.00
3. Dividend - 121.40
4. Dividend Tax - 19.69
5. Surplus Carried Forward to
Balance Sheet 2,052.19 3,110.86
OPERATIONS
During the year under review your Company achieved a Turnover of
Rs.30,425.73 lakhs and Net Loss of Rs.953.67 lakhs as against Turnover of
Rs.27,583.35 lakhs and Net Profit of Rs.1,427.96 lakhs in the previous
year.
CAPITAL EXPENDITURE
During the year under review, your Company has incurred a Capital
Expenditure of Rs.1,049.42 Lakhs.
EXPORTS
During the year under review, your Company has achieved exports
turnover of Rs.71.09 crores as against Rs.61.28 crores last year.
DIRECTORS
Dr. K J Reddy, resigned to the office of Director on 22nd March, 2012
and Sri. Shreedas Narayandas Daga, resigned to the office of Director
on 16 July, 2012 due to their personal reasons and pre-occupations.
The Board has appreciated the services rendered by them during their
tenure.
Sri Kandukuri Chinnappa Reddy was appointed as an Additional Director
of the Company by the Board of Directors at their Meeting held on 22nd
March, 2012 and he would hold the office up to the date of ensuing
Annual General Meeting of the Company. The Company has received notice
from a member with necessary deposit proposing that Sri Kandukuri
Chinnappa Reddy be appointed as director liable to retire by rotation
pursuant to the provisions of the Company's Act, 1956.
Sri Vijay Kumar Gupta* was appointed as an Additional Director of the
Company by the Board of Directors at their Meeting held on 16th July,
2012 and he would hold the office up to the date of ensuing Annual
General Meeting of the Company. The Company has received notice from a
member with necessary deposit proposing that Sri Vijay Kumar Gupta be
appointed as director liable to retire by rotation pursuant to the
provisions of the Company's Act, 1956.
Directors Responsibility Statement:
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to Directors Responsibility Statement, the Board
of Directors of the Company hereby confirms:
1. That in the preparation of the Annual Accounts for the financial
year ended 31st March, 2012, the applicable accounting standards have
been followed and there were no material departures;
2. That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates which are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at 31st March, 2012 and of Profit and Loss
Account of the Company for the period ended on 31st March, 2012;
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 Annual Accounts for the
financial year ended 31st March, 2012 on a 'going concern' basis.
CORPORATE GOVERNANCE
Your Company is committed to good Corporate Governance with ethical
corporate practices. As per the requirements of Listing Agreement with
the Stock Exchanges, a Compliance Report for the year 2011-12 and
Management Discussion and Analysis is annexed as part of the Annual
Report along with the Auditor's certificate on its compliance.
AUDITORS
M/s S. Daga & Co, Chartered Accountants, Statutory Auditors of the
Company retires at the ensuing Annual General Meeting. They have
expressed their willingness to accept appointment and confirmed that
their appointment, if made, shall be in accordance with the provisions
of Section 224(1B) of the Companies Act, 1956.
COST AUDITORS
The Cost Accounts maintained by the Company for the products
manufactured are subject to yearly Audit by qualified Cost Auditors.
Your Company has appointed Mr. P.Srinivas, as Cost Auditor for the year
2011-12 for conducting the Audit of Cost Records.
FIXED DEPOSITS
Your Company has accepted deposits from the public within the meaning
of Section 58 A of the Companies Act, 1956 and there are no overdue
deposits as on 31.03.2012.
AUDIT COMMITTEE
Audit Committee consists of the following Directors:
1) Sri Kandukuri Chinnappa Reddy : Chairman, Non-Executive &
Independent
2) Sri Shreedas Narayandas Daga : Member, Non-Executive &
Independent
3) Sri Ritesh Kumar Agarwal : Member, Executive Director
ENVIRONMENT AND HUMAN RESOURCE DEVELOPMENT
Your Company takes utmost care to prevent and avoid any kind of
Environment pollution. We would like to place on record our
appreciation for the efforts made by the Company and the keen interest
taken by the employees of your Company in this regard.
AUDITORS' QUALIFICATIONS
No qualifications were made by the Auditors in their report on the
accounts for the year ended 31.03.2012
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as prescribed under Section 217 (1)(e) of the Companies
Act, 1956 read with Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 are set out in Annexure-I to this
report.
PARTICULARS OF EMPLOYEES
There are no employees whose information is required to be disclosed
under Section 217 (2A) of the Companies Act, 1956 read with the
Companies (particulars of Employees) Rules, 1975.
ACKNOWLEDGEMENT
The Directors take this opportunity on record their sincere thanks to
the Banks and Financial Institutions, Insurance Companies, Central and
State Government Departments and the shareholders for their support and
co-operation extended to the Company from time to time. Directors are
pleased to record their appreciation of the sincere and dedicated
services of the employees and workmen at all levels.
For and on behalf of the Board of Directors
for Rajvir Industries Limited
Place : Secunderabad U.K. Agarwal
Date : 14.08.2012 Chairman & Managing Director
Mar 31, 2011
The Members
The Directors have pleasure in presenting the Seventh Annual Report on
the Business and Operations of the Company together with the Audited
Accounts for the year ended 31st March, 2011
FINANCIAL RESULTS (Rs. in lakhs)
2010-11 2009-10
1. Sales and Other Income 27583.35 20817.20
2. Profit Before Interest and Depreciation 5352.93 2722.91
3. Interest and Finance Charges 2162.28 1549.66
4. Depreciation 1121.72 708.71
5. Profit after Interest and Depreciation 2068.93 464.54
6. Provision for Taxation
a) Current Tax 412.35 78.95
b) Deferred Tax 228.61 158.90
Profit after Tax 1427.97 226.69
Add/Profit b/f from last year 2106.99 1993.22
3534.96 2219.91
APPROPRIATIONS
1. Transferred to Debenture 140.00 23.91
Redemption Reserve
2. Transferred to General Reserve 143.00 18.00
3. Dividend 121.40 60.70
4. Dividend Tax 19.70 10.32
5. Surplus Carried Forward 3110.86 2106.99
to Balance Sheet
OPERATIONS
During the year under review your Company achieved a turnover of Rs.
27,583.35 lakhs and Net Profit of Rs. 1, 427.97 lakhs as against
turnover of Rs. 20,817.20 lakhs and Net Profit of Rs. 226.69 lakhs in
the previous year.
DIVIDEND
Your Directors have recommended a dividend @ 40% (previous year 20%) on
30,34,997 Equity Shares on the Equity Shares of the Company for the
year ended 31st March, 2011, which if approved at forthcoming Annual
General Meeting will be paid to the Shareholders. The dividend payment
will absorb a sum of Rs. 141.10 lakhs inclusive of tax on dividend.
CAPITAL EXPENDITURE
During the year under review, your Company has incurred a Capital
Expenditure of Rs. 7.11 crores.
EXPORTS
During the year under review, your Company has achieved Exports
Turnover of Rs. 61.28 crores as against Rs. 61.17 crores in the
previous year.
DIRECTORS
In terms of the provisions of Section 255 and 256 of the Companies Act,
1956, and in terms of the Articles of Association of the company, Dr.
Kankanala Jangi Reddy would retire at the ensuing Annual General
Meeting and being eligible, offers himself for re-appointment. Your
Directors recommend his re-appointment.
Brief profile of Dr. Kankanala Jangi Reddy, the nature of his expertise
in specific functional areas and the number of Companies in which he
holds Directorships and Memberships/Chairmanships of Committees of the
Board, as stipulated under Clause 49 of the listing agreement with the
stock exchanges have been provided under section "Corporate Governance"
elsewhere in this Annual Report.
Directors Responsibility Statement:
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to Directors Responsibility Statement, the Board
of Directors of the Company confirms that:
i) in the preparation of the Annual Accounts for the financial year
ended 31st March, 2011, the applicable accounting standards have been
followed and there were no material departures;
ii) appropriate accounting policies had been applied consistently,
judgment and estimates that are reasonable and prudent have been made
so as to give a true and fair view of the state of affairs of the
Company as at the end of the financial year and of the profits of the
Company for the year;
iii) proper and sufficient care has been taken 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; and,
iv) the Annual Accounts have been prepared on a Ãgoing concern' basis.
CORPORATE GOVERNANCE
Your Company is committed to good Corporate Governance with ethical
corporate practices. As per the requirements of Listing Agreement with
the Stock Exchanges, a Compliance Report for the year 2010-11 and
Management Discussion and Analysis is annexed as part of the Annual
Report along with the Auditor's certificate on its compliance.
AUDITORS
M/s S. Daga & Co, Chartered Accountants, Statutory Auditors of the
Company retires at the ensuing Annual General Meeting. They have
expressed their willingness to accept appointment and confirmed that
their re-appointment, if made, shall be in accordance with the
provisions of Section 224(1B) of the Companies Act, 1956.
COST AUDITORS
The Cost Accounts maintained by the Company for the products
manufactured are subject to yearly Audit by qualified Cost Auditors.
Your Company has appointed Mr. P.Srinivas, as Cost Auditor for the year
2010-11 for conducting the Audit of Cost Accounts.
FIXED DEPOSITS
Your Company has not invited /accepted any deposits from the public
within the meaning of Section 58 A of the Companies Act, 1956.
AUDIT COMMITTEE
Audit Committee consists of the following Directors:
1) Sri Vijay Kumar Gupta - Chairman, Non-Executive
& Independent
2) Sri Shreedas Narayandas Daga - Member, Non-Executive
& Independent
3) Dr Kankanala Jangi Reddy - Member, Non-Executive
& Independent
ENVIRONMENT AND HUMAN RESOURCE DEVELOPMENT
Your Company takes utmost care to prevent and avoid any kind of
Environment pollution and in this quest has built State of Art ETP
Plant at its dyeing unit. We would like to place on record our
appreciation for the efforts made by the Company and the keen interest
taken by the employees of your Company in this regard.
AUDITORS' QUALIFICATIONS
No qualifications were made by the Auditors in their report on the
Accounts for the year ended 31.03.2011.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as prescribed under Section 217 (1)(e) of the Companies
Act, 1956 read with Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 are set out in Annexure-I to this
report.
PARTICULARS OF EMPLOYEES
The information required under Section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975
given in Annexure II. The industrial relations were cordial at all
units of the company.
ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere thanks to the
Banks and Financial Institutions, Insurance Companies, Central and
State Government Departments and the Shareholders for their support and
co-operation extended to the Company from time to time. Directors are
pleased to record their appreciation of the sincere and dedicated
services of the employees and workmen at all levels.
On behalf of the Board of Directors
for Rajvir Industries Limited
U.K. Agarwal
Chairman & Managing Director
Place : Secunderabad
Date : 29.08.2011
Mar 31, 2010
The Directors have pleasure in presenting the Sixth Annual Report on
the business and operations of the Company together with the Audited
Accounts for the year ended 31st March 2010
FINANCIAL RESULTS (Rs. in lakhs)
2009-10 2008-09
1. Sales and Other Income 20817.20 16719.05
2. Profit Before Interest and
Depreciation 2722.91 2221.42
3. Interest and Finance Charges 1549.66 1308.68
4. Depreciation 708.71 691.09
5. Profit after Interest and
Depreciation 464.54 221.65
6. Provision for Taxation
a) Current Tax 78.95 32.55
b) Deferred Tax 158.90 89.08 Profit
after Tax 226.69 100.02 Add/ Profit
b/f from last year 1993.22 2098.88
2219.91 2198.90
APPROPRIATIONS
1. Transferred to Debenture
Redemption Reserve 23.91 117.66
2. Transferred to General Reserve 18.00 17.00
3. Dividend 60.70 60.70
4. Dividend Tax 10.32 10.32
5. Surplus Carried Forward to
Balance Sheet 2106.99 1993.22
OPERATIONS
During the year under review the company achieved turnover of
Rs.20,817.20 lakhs and net profit of Rs.226.69 lakhs as against
turnover of Rs.16,719.05 lakhs and net profit of Rs.100.02 lakhs in the
previous year.
DIVIDEND
Your Directors have recommended a dividend @ 20% (previous year 20% on
30,34,997 Equity Shares) on the
equity shares of the company for the year ended 31st March, 2010, which
if approved at forthcoming Annual General Meeting will be paid to the
shareholders. The dividend payment will absorb a sum of Rs. 71.02 lakhs
inclusive of tax on dividend.
Modernization and Expansion of Mahabubnagar Unit
During the year under review, the company has incurred capital
expenditure of Rs. 6.05 crores for upgradation of Machinery and
balancing equipments at Mahabubnagar unit.
Subsidiary Company
Pursuant to the resolution passed by Board of directors of M/s Moneysa
Fibres Private Limited has submitted an application to the Registrar of
Companies, Andhra Pradesh, for striking off the name of the Company
from register u/s 560 of the Companies Act, 1956, as the company has
become defunct. The process of striking off the name from the Register
is under way.
EXPORTS
During the year under review the company has achieved exports turnover
of Rs.61.17 crores as against Rs. 28.69 crores last year registering a
growth of 113%.
DIRECTORS
In terms of the provisions of Section 255 and 256 of the Companies Act,
1956, and in terms of the Articles of Association of the company, Sri
Shreedas Narayandas Daga would retire at the ensuing Annual General
Meeting and being eligible offer himself for re-appointment. Your Board
of Directors recommends his re-appointment.
Brief profile of Sri Shreedas Narayandas Daga , the nature of his
expertise in specific functional areas and the number of Companies in
which he holds Directorships and Memberships/Chairmanships of
Committees of the Board, as stipulated under clause 49 of the listing
agreement with the stock exchanges have been provided under section
"Corporate Governance" elsewhere in this Annual 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 annual accounts for the financial
year ended 31st March, 2010, the applicable accounting standards have
been followed and there were no material departures;
2. That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates which 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 the year under review;
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 financial
year ended 31st March, 2010 on a going concern basis.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement on Corporate Governance:
(a) Management Discussion and Analysis (b) Report on the Corporate
Governance and (c) Certificate from the Auditors of the Company
regarding compliance of the Corporate Governance also forms part of
this Annual Report.
AUDITORS
M/s S.Daga & Co, Chartered Accountants, who are the statutory auditors
of the company hold office upto the conclusion of the ensuing Annual
General Meeting and have confirmed their eligibility and willingness
for re- appointment.
COST AUDITORS
The Cost Accounts maintained by the Company for the products
manfuactured are subject to yearly audit by qualified Cost Auditors.
Your company has appointed Mr P. Srinivas, as Cost Auditor for the year
2009-10 for conducting the Audit of Cost Account Records in place of
M/s Parankusam & Co., since the firm was dissolved on demise of Mr
Parankusam, Partner.
FIXED DEPOSITS
The Company has not invited /accepted any deposits from the public
within the meaning of section 58 A of the Companies Act, 1956
AUDIT COMMITTEE
The Audit committee met four times during the year under review.
ENVIRONMENT AND HUMAN RESOURCE DEVELOPMENT
Your Company takes utmost care to prevent and avoid any kind of
Environment pollution and in this quest has built State of Art ETP
plant at its dyeing unit. We would like to place on record our
appreciation for the efforts made by the company and the keen interest
taken by the employees of your company in this regard.
AUDITORS QUALIFICATIONS
No qualifications were made by the Auditors in their report on the
accounts for the year-ended 31.03.2010
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as prescribed under Section 217 (1)(e) of the Companies
Act, 1956 read with Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 are set out in Annexure-I to this
report.
PARTICULARS OF EMPLOYEES
The information required under Section 217 (2A) of the Companies Act,
1956 read with the Companies (particulars of Employees) Rules, 1975
given in Annexure II. The industrial relations were cordial at all
units of the Company.
ACKNOWLEDGEMENT
Your Directors are pleased to place on record their appreciation for
the valuable support and co-operation extended by Banks/Financial
Institutions and various State & Central Government Agencies.
Your Directors also wish to place on record their sincere appreciation
of the contribution made by the employees of the company and thankful
to the Shareholders for their continued patronage and support.
For and on behalf of the
Board of Directors
Place : Secunderabad U.K.Agarwal
Date : 10.08.2010 Chairman & Managing Director