Mar 31, 2015
Dear Members,
The Directors have great pleasure in presenting the 35"' Annual Report
together with the Audited Annual Accounts of the Company for the
financial year ended on 31st March, 2015.
FINANCIAL RESULTS
The financial results of the Company for the year ended 31st March 2015
are as follows:
(Rs. Lacs)
Particulars Current Year Previous Year
ended 31.03.15 ended 31.03.14
Total Turnover 296.23 425.46
Operating Expenses 152.42 217.07
Profit before Interest, 143.81 208.38
Depreciation &Tax
Financial Expenses 81.41 96.00
Profit before Depreciation &Tax 62.40 112.38
Depreciation 49.44 69.82
Provision for Taxation 2.50 8.38
Deferred Tax Net (17.75) 5.87
Profit/ Loss afterTax 28.21 28.30
Balance Brought Forward (217.84) (246.14)
Proposed Dividend Nil Nil
Balance Carried forward (311.57) (217.84)
OPERATIONS
During the year, the turnover of the Company has decreased from
Rs.425.46 lacs previous year to Rs.296.23 lacs current year. The
profit after interest, depreciation & tax has also down Rs.28.21
against previous year profit Rs. 28.30 Lacs.
DIVIDEND
As the company has accumulated losses in the past, so the board of the
company has not recommended any dividend for the current financial
year.
FIXED DEPOSITS
Total members deposits as on 31st March 2015 were Rs.219.34 Lacs. No
fresh of deposits were accepted during the financial year 2014-15.
There were no unclaimed deposits as at March 31,2015.
DIRECTORS
The Board comprises of 6 Directors, namely:-
Mr.Anil Kumar Khanna, Mr.B.L. Khurana, Mr.Ashwini Kumar, Mr.Suman
Kapur, Mr.Aditya Khanna & Mrs.Pushpa Latha CS.
Mr.Anil Kumar Khanna is the Chairman & Managing Director, Mr.Aditya
Khanna is the Executive Non Independent Director and CEO & CFO. Mr.B.L.
Khurana, Mr.Ashwini Kumar, Mr.Suman Kapur and Pushpa Latha CS are the
Independent Directors in the Company.
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr.Anil Kumar Khanna, Chairman
& Managing Director (DIN: 00207839) of the Company retire by rotation
and being eligible, offers himself for reappointment.
Mrs. Pushpa Latha CS appointed on 26.5.2015 as an Additional Director
of the Company. Mr. B.L. Khurana is the Chairman of the Committee. The
terms of reference of the Audit Committee have been laid down by the
Board at its meeting constituting the committee, held on 26.05.2015.
All the Independent Directors have given Declaration that they meet
criteria of Independence as laid down U/s 149(6) of the Companies Act,
2013 and Clause No.49 of the ListingAgreement.
DIRECTORS' RESPONSIBILITY STATEMENT
In pursuance of Section 134 of the Companies Act, 2013 the directors,
based on the representation received from the operation management,
confirm that :
(i) In the preparation of the annual accounts for the year ended 31st
March, 2015, the applicable accounting standards had been followed
along with proper explanation relating to material departures;
(ii) They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year 2014-15 and of the profit
or loss of the company for that period;
(iii) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;
(iv) They have prepared the annual accounts on a going concern basis.
(v) They have laid down internal financial controls to be followed by
the company and that such internal financial controls are adequate and
were operating effectively.
(vi) They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
AUDITORS & AUDIT
The Statutory Auditors of the Company M/s.J.P Chawla Chartered
Accountants LLP, Delhi (Firm Registration No.001875N) who were
appointed as Statutory Auditors by the members for five years. Their
appointment would be ratified at the ensuing Annual General Meeting.
The observations of the Auditors and the relevant notes on the accounts
are self-explanatory and therefore do not call for any further
comments.
INTERNAL AUDITOR
The Board of Directors of your Company has re-appointed Mr.Rakesh
Sharma as Internal Auditors pursuant to the provision of Section 138 of
the Companies Act, 2013 for the financial year 2015-16.
SECRETARIAL AUDITORS
The Board had appointed M/s. Choudhary Pankaj & Associates, Company
Secretaries, Delhi as Secretarial Auditor pursuant to the provisions of
Section 204 of the Companies Act, 2013. The Report of the Secretarial
Auditors annexed to the Report as per Annexure 'A'. There is a
qualification in the Report that Company did not appointWoman Director
upto 31st March, 2015.
The Management clarified that, it was in search for appointment of a
Woman Director on the Board of the Company and appointed Mrs. Pushpa
Latha CS as Woman Director w.e.f. 26th May, 2015.
CORPORATE SOCIAL RESPONSIBILITY
With the enactment of the Companies Act, 2013 and the Companies
(Corporate Social Responsibility) Rules, 2014 read with various
clarifications issued by the Ministry of Corporate Affairs every
Company having the netwroth of Rs.500 Crores or more turnover of
Rs.1000 crores or more or net profit of Rs.5 Crore or more during any
financial year have to spend at least 2% of the average net profit of
the Company made during the three immediately preceding financial
years.
In pursuance of the Companies Act, 2013 and the Companies (Corporate
Social Responsibility) Rules, 2014, the above rules are not applicable
to the company during the year as the company does not have adequate
profits .
REPORT ON CORPORATE GOVERNANCE
The Company endeavors to attain highest values of Corporate
Standards.The Company has adhered to the requirements set out by the
Securities and Exchange Board of India's Corporate Governance practices
and has implemented all the stipulations prescribed, in the Clause 49
of the Listing Agreement with Stock Exchanges.The Report on Corporate
Governance as stipulated under Clause 49 of the Listing Agreement forms
part of this Annual Report.
A requisite certificate from the Statutory Auditors of the Company,
M/s. J.P. Chawla & Company, Chartered Accountants, confirming
compliance with the conditions of Corporate Governance as stipulated
under the aforesaid clause 49, is attached to the Corporate Governance
Report.
RELATED PARTY TRANSACTIONS
None of the transactions with any of related parties were in conflict
with the Company's interest. Suitable disclosure as required by the
Accounting Standards (ASI8) has been made in the notes to the Financial
Statements.
All related party transactions are negotiated on an arms-length basis
and are in the ordinary course of business. Therefore, the Provisions
of Section 188(1) of the Companies Act, 2013 has been in compliance.
Further the board of the company has given its approval to transaction
with the related parties.
The details of the transaction with Related Party are provided in the
accompanying financial statements.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
Provisions of Section 186 of the Companies Act, 2013 are given in the
accompanying Financial Statements.
DEMATERIALISATION OF SHARES
The shares in the Company are under compulsory dematerialized trading.
The Company's ISIN No. is INE629C01014. The number of shares are
dematerialized as on 31.3.2015 follows:
NSDL : 27,33,732 Shares
CDSL : 9,74,946 Shares
COMPLIANCE UNDER THE COMPANIES ACT 2013 AND ADDITIONAL SEBI
STIPULATIONS
The Companies Act, 2013 (Act) came into force substantially from 1st
April, 2014. Also, SEBI in its master circular dated 17th April, 2014
notified additional requirements on corporate governance which will be
effective from 1st October 2014. The Act and the SEBI stipulations set
the tone for a more modern legislation which enables growth, greater
regulation and self-governance of India's corporate sector. The Act and
SEBI's requirements are expected to improve corporate governance norms,
enhance the accountability of companies and their auditors, improve
transparency and protect the interest of investors, particularly small
ones.
These requirements substantially increase the compliance requirements
for companies. The Company is taking all the necessary steps to be
compliant with the Act within the time stipulated.
COMPANY SECRETARY
Ms.Pallavi Jain, Company Secretary and Compliance Officer has been
resigned w.e.f. 28th February, 2015. The Company is making it's efforts
to appoint the new Company Secretary as early as it find the suitable
candidate.
AUDIT COMMITTEE
Brief description of terms of reference
The role and the powers of the Audit Committee are as per the
guidelines set out in the Listing Agreement with the Stock Exchanges.
The Committee also acts as a link between the auditor and the Board of
Directors. The Committee meets the auditors periodically and reviews
the quarterly/ half yearly and annual financial statements and
discusses their findings and suggestions and seeks clarifications
thereon.
Composition of the Committee and category of Directors
Mr. B.L. Khurana - Independent Director
Mr.Ashwini Kumar - Independent Director
Mr. Suman Kapur - Independent Director
Mrs.Pushpa Latha CS - Independent Director(Woman Director)
Mrs. Pushpa Latha CS appointed on 26.5.2015 as an Additional Director
of the Company. Mr. B.L. Khurana is the Chairman of the Committee. The
terms of reference of the Audit Committee have been laid down by the
Board at its meeting constituting the committee, held on 26.05.2015.
NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee constituted by the Board of
Directors consists of 3 non-executive independent directors :
Mr.Ashwini Kumar (Chairman)
Mr.B.L Khurana
Mr.Suman Kapur.
STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee consists of Mr.Suman Kapur as
its Chairman and Mr.B.L. Khurana as the member.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
Fraud-free and corruption-free work culture has been the core of the
Company' functioning. In view of the potential risk of fraud and
corruption due to rapid growth and geographical spread of operations,
the company has put even greater emphasis to address this risk.
To meet this objective a Whistle Blower Policy has been laid down. The
same policy as approved by the Board was uploaded on the Company's
website www.rlfltd.com
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. There were no
complaint received from any employee during the financial year 2014-15
and hence no complaint is outstanding as an 31.3.2015 for compliance.
CONSERVATION OF ENERGY
The Company does not belong to the category of power intensive
industries and hence consumption of power is not significant. However,
the management is aware of the importance of conservation of energy and
also reviews from time to time the measures taken/ to be taken for
reduction of consumption of energy.
During the year, your Company was running successfully its embroidery
unit in Gurgaon comprising 8 computerized, high quality embroidery
machines purchased from Saurer, Switzerland,the company is going for up
gradation of these machines on phase manner which is likely to bring
higher efficiency in the coming years .
Foreign Exchange Earnings and Outgo
Total Foreign exchange earned : Rs. Nil
Total Foreign exchange used : Rs. 30,39,377/-
Particulars of Employees
None of the Employees of the Company was in receipt of remuneration,
which was more than the limits as prescribed under Section 197(12) of
the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014 and hence no
particulars are required to be disclosed in this Report.
Environment ,Occupational Health & Safety
Company's Environment, Health & Safety (EHS) strategies are directed
towards achieving the greenest and safest operations by optimising
natural resource usage and providing a safe and healthy workplace.
Systemic and structured efforts continue to be made towards natural
resource conservation by continuously improving resource-use
efficiencies.
As we continue to bring about energy efficiencies in our operations, we
also strive to substitute our energy consumptions with increased
component of renewable energy. The Plant of the Company is eco-friendly
and do not generate any harmful effluents. Safety devices have been
installed wherever necessary.
Risk Management System
Management of the Company maintains adequate internal control system
which is designed to provide reasonable assurance that assets are
safeguarded and transactions are rightly executed and recorded in
accordance with management authorization and accounting policies. All
the records are adequately maintained for preparation of financial
statements and other financial information. Apart from internal
controls, the Company also audits the efficiency and security of its
operations, its information technologies and data, in accordance with
the global standards.
Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing
basis
Acknowledgement:
Your Directors are pleased to place on record their sincere gratitude
to the Government, Financial Institutions, Bankers and Business
Constituents for their continued and valuable co-operation and support
to the Company. They also take this opportunity to express their deep
appreciation for the devoted and sincere services rendered by the
employees at all levels of the operations of the Company during the
year.
On Behalf of the Board
For RLF Limited
Sd/-
Date : 13th August, 2015 (Anil Kumar Khanna)
Place : Gurgaon (Haryana) Chairman
DIN : 00207839
Mar 31, 2014
Dear Shareholders,
The Directors have great pleasure in presenting the 34'' Annual Report
together with the Audited Annual Accounts of the Company for the
financial year ended on 3 Ist March,2014.
FINANCIAL RESULTS
The financial results of the Company for the year ended 31 * March 2014
are as follows:
(Rs. Lacs)
Particulars Current Year ended Previous Year ended
31.03.2014 31.03.2013
TotalTurnover 425.46 320.43
Operating Expenses 217.08 147.39
Profit before Interest,
Depreciation &Tax 208.38 173.04
Financial Expenses 96.00 10.63
Profit before Depreciation &Tax 12.38 62.41
Depreciation 69.82 70.12
Provision forTaxation 8.38 20.93
Deferred TaxAssets 5.87 (3.96)
Profit/ Loss afterTax 28.30 (24.68)
Balance Brought Forward (246.14) (221.46)
Proposed Dividend Nil Nil
Balance Carried forward (217.84) (246.14)
OPERATIONS
During the year, the turnover of the Company of Rs.425.46 lacs is
against of Rs.320.43 lacs in previous year and profit after interest,
depreciation & tax of Rs.28.30 lacs against loss of Rs.(24.68) lacs in
the previous year.
NOTES TO FINANCIAL STATEMENTS
The Company has won the case for refund of Cenvat Credit amounting to
Rs.27,05,026/-. The case was decided by Hon''ble Punjab & Haryana High
Court vide order dated 30.07.2009. The effect of the refund has not
been accounted for in the books of accounts.as the application for
refund is pending with department.
DIVIDEND
The Company has not declared any dividend this year.
DEPOSITS
Total public deposits as on 3 I * March 2014 were Rs. 181.82 Lacs.The
Company has accepted deposit under Section 58A of the CompaniesAct,
1956 read with Companies (Acceptance of Deposits) Rules, 1975.
DEMATERIALISATION OF SHARES
The shares in the Company are under compulsory dematerialized
trading.The Company''s ISIN No. is IN E629C01014.
COMPLIANCE UNDERTHE COMPANIES ACT2013 AND ADDITIONAL SEBI STIPULATIONS
The CompaniesAct, 2013 (Act) came into force substantially from
r''April,20l4. Also, SEBI in its master circular dated 17'' April, 2014
notified additional requirements on corporate governance which will be
effective from Ist October 2014. The Act and the SEBI stipulations set
the tone for a more modern legislation which enables growth, greater
regulation and self-governance of India''s corporate sector. The Act and
SEBI''s requirements are expected to improve corporate governance norms,
enhance the accountability of companies andtheirauditors.improve
transparency and protect the interest of investors, particularly small
ones.
These requirements substantially increase the compliance requirements
for companies. The Company is taking all the necessary steps to be
compliant with theAct within the time stipulated.
REPORT ON CORPORATE GOVERNANCE
The Company endeavors to attain highest values of Corporate
Standards.The Company has adhered to the requirements set out by the
Securities and Exchange Board of India''s Corporate Governance practices
and has implemented all the stipulations prescribed, in the Clause 49
of the Listing Agreement with Stock Exchanges.The Report on Corporate
Governance as stipulated under Clause 49 of the ListingAgreement forms
part of this Annual Report.
A requisite certificate from the Statutory Auditors of the Company, M/s
Sharma Goel & Company, Chartered Accountants, confirming compliance
with the conditions of Corporate Governance as stipulated under the
aforesaid clause 49, is attached to the Corporate Governance Report.
Directors
The Board comprises of 5 Directors, namely:-
MrAnil Kumar Khanna,Mr.B.LKhurana,Mr.Ashwini Kumar,Mr.Suman Kapur&
Mr.Aditya Khanna.
Mr.Anil Kumar Khanna is the Chairman & Managing Director, MrAditya
Khanna is the Executive Non Independent Director,
Mr.B.LKhurana,Mr.Ashwini Kumar and Mr.Suman Kapurarethe Independent
Directors in the Company.
Directors'' Responsibility Statement
In pursuance of Section 134 of the Companies Act, 2013 the directors,
based on the representation received from the operation
management,confirm that:
(i) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year 2013-14 and of the profit
or loss of the company for that period;
(iii) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;
(iv) They have prepared the annual accounts on a going concern basis.
(v) They have laid down internal financial controls to be followed by
the company and that such internal financial controls are adequate and
were operating effectively.
(vi) They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
Internal Auditor
At the last Board of Directors meeting held on 12th August, 2014,
Mr.Rakesh Sharma was appointed as the Internal Auditor to conduct
Internal Audit as per the terms of reference decided by the Board.
Company Secretary
Ms.Pallavi Jain, Company Secretary and Compliance Officer has been
appointed w.e.f. I "July, 2014 by the Board of Directors as Company
Secretary and Compliance Officer of the Company.
Audit Committee
The Audit Committee constituted by the Board of Directors consists of 3
non-executive independent directors, viz. Mr. B.L Khurana, Mr.Ashwini
Kumar and Mr.Suman Kapur. Mr. B.L. Khurana is the Chairman of the
Committee.The terms of reference of theAudit Committee are decided by
the Board of Directors.
Nomination & Remuneration Committee
The Nomination & Remuneration Committee constituted by the Board of
Directors consists of 3 non-executive independent directors, viz.
Mr.Ashwini Kumar, Mr.B.L Khurana and Mr.Suman Kapur. Mr.Ashwini Kumar
is the Chairman of the Committee. The terms of reference of the said
Committee are decided by the Board of Directors.
Stakeholder Relationship Committee
The Stakeholder Relationship Committee consists of Mr.Suman Kapur as
its Chairman and Mr.B.L. Khurana as the member. Ms.PallaviJain Company
Secretary & Compliance Officer is the convener of Stakeholder
Relationship Committee.
Conservation of Energy
The Company does not belong to the category of power intensive
industries and hence consumption of power is not significant. However,
the management is aware of the importance of conservation of energy and
also reviews from time to time the measures taken/to be taken for
reduction of consumption of energy.
Technology Absorption
During the year, your Company was running successfully its embroidery
unit in Gurgaon comprising 8 computerized, high quality embroidery
machines purchased from Saurer, Switzerland.
Particulars of Employees
The Company had no employee during the financial year under review
whose particulars are required to be given under section 217(2A) of the
CompaniesAct, 1956.
Auditors
M/s.Sharma Goel & Company, Chartered Accountants, the retiring
Auditors, have expressed their unwillingness to be reappointed at the
forthcoming Annual General Meeting and therefore it is proposed to
appoint M/s.J.R Chawla & Company, Chartered Accountants as the
Statutory Auditors of the Company in place of M/s. Sharma Goel &
Company, Chartered Accountants for conducting the Audit of the Annual
Accounts and to hold office from the conclusion of ensuing Annual
General Meeting until the conclusion of theAnnual General Meeting to be
held in the year 2019, subject to ratification of their appointment at
every Annual General Meeting.
The comments made by the auditors on the final accounts of the company
are self explanatory and do not need any clarification/explanation.
Acknowledgement:
Your Directors are pleased to place on record their sincere gratitude
to the Government, Financial Institutions, Bankers and Business
Constituents for their continued and valuable co-operation and support
to the Company. They also take this opportunity to express their deep
appreciation for the devoted and sincere services rendered by the
employees at all levels of the operations of the Company during the
year.
On Behalf ofthe Board For RLF Limited
Sd/-
Date : 12th August, 2014 (Anil Kumar Khanna)
Place: New Delhi Chairman
Mar 31, 2011
Dear Members,
The Directors have pleasure in presenting the 31st Annual Report
together with the audited financial statements of the company for the
year ended on 31st March, 2011.
FINANCIAL RESULTS
The financial results of the Company for the year ended 31st March 2011
are as follows:
(Rs. in Lacs)
Particulars Current Year Previous Year
ended 31.03.11 ended 31.03.10
TotalTurnover 315.71 865.42
Operating Expenses 153.06 419.11
Profit before Interest, 162.64 446.31
Depreciation &Tax
Financial Expenses 74.91 81.46
Profit before 87.73 364.85
Depreciation &Tax
Depreciation 68.79 273.19
Provision forTaxation 4.90 14.16
DeferredTaxAssets/Liability 4.64 33.23
Profit afterTax 9.40 44.27
Balance Brought Forward (168.73) 213.00
Proposed Dividend Nil Nil
Balance Carried forward (159.32) (168.73)
OPERATIONS
The impact of the global slowdown that started in mid 2008 has not seen
any appreciable reversal and the performance of our embroidery division
has not seen any significant change.The global conditions effected the
embroidery industry in general and the business of the company was
affected as well.The company however, opened another division/ line of
activity of stone handicrafts in the previous year .The embroidery
business in comparison to previous year had no significant change in
the revenue.
DIVIDEND
The Company has not declared any dividend this year.
DEPOSITS
Total public deposits as on 31st March 2011 were Rs. 151.55 Lacs.
DEPOSITORY SYSTEM
The shares of your company are being traded in de-mat form with effect
from 29* January 2001. Shareholders are requested to avail of this
facility to their advantage.
MANAGEMENT DISCUSSION &ANALAYSIS
INDUSTRY SCENARIO
Notwithstanding signs of recovery from the previous financial crisis,
the textile and apparel industry went through a tough year
strugglingwiththesurgingandfluctuatingpricesofrawmateriaLLike 2010 the
word'resources'will be the keyword for 2011 in textile and clothing
industry. By resources we are taking about the hefty challenges with
raw material and manpower. Also, many
countries in the EC are also coming under the slowdown blanketThis has
impacted the demand for textiles and clothing in the USA and the
Europe. Both Indian and Chinese textile exports have come down in last
9 months.The domestic market is also showing sign of improvement
leading to overall increase in the textile manufacturing in the
country.
With a view to finding new markets for the textile industry and
reducing dependence on the US and the European Union (EU), India has
begun promoting itself in Japan. Moreover, the imposition of caps on
certain import segments from China by European Union & US has opened up
the opportunities in India. India domestic market has grown
significantly in the past registering a Compound Annual Growth Rate of
13% despite the demand slump the domestic market is expected to grow by
around 9 to 10% in the next 5 years.
OUTLOOK
India has seen a significant increase in the domestic demand with its
apparel market shifting from traditional segmentation to multi layered
ones with varied customer needs. Indian Government is also taking an
effort to make the Indian Textile market more competitive Another
important issue is availability.quality and the price of power..
With a view to raise India's share in the global textiles trade to 10
per cent by 2015 (from the current 3 oer cent), the Ministry of
Textiles proposes 50 new textile parks. Out of the 50,30 have been
already sanctioned by the government (with a cost of US $ 710 million).
Set up under the Scheme for Integrated Textile Parks (SITP), this
initiative will not only make the industry cost competitive, but will
also enhance manufacturing capacity in the sector.
Embroidery serves as the major value addition factor for manufacturing
garments and made ups anc the main emphasis of the company is to
concentrate on orders from embroidery exporters. But due to the global
recession in the market, increased fuel prices, inflationary pressure
the company will not be able to maintain the sales targets achieved
during the last two -three years.
The company is also looking at alternative avenues and has ventured
into undertaking assignments as contractors for civil and other works
including alternations and beautification of premises.This could yield
substantial gains to the company in the coming years.
SUBSIDIARIES
The company has acquired the shares of Chitra Utsav Video Pvt Ltd at an
investment of Rs 748.12 Ucs in the previous year The company Chitra
Utsav Video Pvt Ltd is setting up a Rs 1900 Lacs new project in
Gurgaon.
THREATS, RISK & CONCERNS
Like any other industries the textile embroidery business is exposed to
competition from other developing countries to deliver goods at
competitive price at low cost.The rupee appreciation will also effect
the business of the company and if the rupee appreciated any further
the exporters will be adversely effected which indirectly effects the
profit margins of the company.
RESEARCH & DEVELOPMENT (R&D)
Research & development of our new services .designs, process and
methodologies continue to be of importance to us.This allows us to
enhance quality, productivity and customer satisfaction through
continuous innovation. In order to successfully carve a niche of our
own we need to develop a vital competitive edge in the design
development to stay ahead of the competition.
HUMAN RESOURCE DEVELOPMENT/INDUSTRIAL RELATION
In our company Human Resource has always been the most important assets
of our organization. The company provide a transparent and a level
field work environment to its employees that fosters the culture of
collaborative working and on the job career progression.
ENVIRONMENT .OCCUPATIONAL HEALTH & SAFETY
Your company is committed to conducting its operation with due regard
to the environment and providing a safe and healthy workplace for
employees. The collective endeavour of your company's employees at all
levels is directed towards sustaining and continuously improving
standards of environment .occupational health & safety in a bid to
attain and exceed international benchmarks.
RISK MANAGEMENT SYSTEM
Your Company follows a comprehensive & effective system of Risk
ManagementThe Company has adopted a procedure for risk assessment and
its minimization. It ensures that all die Risks are timely identified
and mitigated in accordance with the well structured Risk Management
Process.The Board of Directors & the Audit Committee periodically
review the Risk Management System.
ACKNOWLEDGEMENT:
Your Directors are pleased to place on record their sincere gratitude
to the Government, Financial Institutions, Bankers and Business
Constituents for their continued and valuable co-operation and support
to the Company.They also take this opportunity to express their deep
appreciation for the devoted and sincere services rendered by the
employees at all levels of the operations of the Company during the
year.
DIRECTORS
Mr. Anil Kumar Khanna, Director of the company, retires at the ensuing
Annual General Meeting, pursuant to clause 108 of the Articles of
Association of the Company and being eligible offers himself for
re-appointment.
DIRECTORS'RESPONSIBILITY STATEMENT
In pursuance of Sec. 217 (2AA) of the Companies Act 1956, with respect
to Directors' Responsibility Statement, it is hereby confirmed:
(i) That in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) That 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 or loss of the company for that period;
(iii) That 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;
(iv) That the directors have prepared the annual accounts on a going
concern basis.
AUDIT COMMITTEE
The Audit Committee constituted by the Board of Directors consists of 2
non-executive independent directors, viz. Mr. B.L. Khurana & Mr.
Ashwini Kumar. Mr. B.L Khurana is the Chairman of the committee. The
terms of reference of the Audit Committee have been laid down by the
Board at its meeting constituting the committee.held on 29.01.2001.
CONSERVATION OF ENERGY
The Company does not belong to the category of power intensive
industries and hence consumption of power is not significant. However,
the management is aware of the importance of conservation of energy and
also reviews from time to time the measures taken/ to be taken for
reduction of consumption of energy.
TECHNOLOGY ABSORPTION
During the year, your Company was running successfully its embroidery
unit in Gurgaon comprising 8 computerized, high quality embroidery
machines purchased from Saurer.Switzerland.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Total Foreign exchange earned 18,17,552
Total Foreign exchange used Nil
PARTICULARS OF EMPLOYEES
The Company had no employee during the financial year under review
whose particulars are required to be given under section 217(2A) of the
CompaniesAct, 1956.
AUDITORS
M/s Sharma Goel & Co. Chartered Accountants, Auditors of the company,
retire at the conclusion of the forthcoming Annual General Meeting and
being eligible offer themselves for re-appointment.
ACKNOWLEDGEMENTS
Yours Directors with to place on record their sincere appreciation of
the assistance and support extended by customers, banks, vendors,
Government and to all those whose continued support has been a source
of strength to the company.Your Directors also wish to place on record
their sincere appreciation of the devotion and commitment of every
employee of the Company.
ON BEHALF OF THE BOARD
Sd/-
(Anil Kumar Khanna)
Chairman
Place : New Delhi
Date : May 27,2011
Mar 31, 2010
The Directors have pleasure in presenting the 30* Annual Report
together with the audited financial statements of the company for the
year ended on 31st March 2010.
FINANCIAL RESULTS
The financial results of the Company for the year ended 31" March 2010
are as follows:
(Rs. in Lacs)
Particular Current Year Previous Year
ended 31.03.2010 ended 31.03.2009
Total Turnover 865.42 265.90
Operating Expenses 419.11 166.01
Profit before Interest,
Depreciation & Tax 446.31 99.89
Financial Expenses 81.46 75.74
Profit before Depreciation & Tax 364.85 24.15
Depreciation 273.19 68.99
Provision for Taxation 14.16 0.00
Deferred Tax Assets 33.23 (6.43)
Profit after Tax 44.27 (51.26)
Balance Brought Forward (213.00 ) (161.73)
Proposed Dividend Nil Nil
Balance Carried forward (168.73) (213.00)
OPERATIONS
The impact of the global slowdown that started in mid 2008 has not seen
any appreciable reversal and the performance of our embroidery division
has not seen any significant change.The global conditions effected the
embroidery industry in general and the business of the company was
affected as well.The company however, opened another division/ line of
activity of stone handicrafts and this resulted in increased business
activity, turnovers and profitability for the company.
Primarily on account of the Stone Handicrafts Business, the turnover of
the company has risen from Rs.265.90 Lac to Rs.865.42 Lac.The profit
before Interest, Depreciation and Tax also rose from Rs.99.89 Lac to
Rs.446.31 Lac.The Company wrote off old assets from the books and made
a Profit after Tax of Rs.44.27 Lac as compared to a Loss afterTax of
(Rs.51.26) Lac last year.
DIVIDEND
The Company has not declared any dividend this year.
DEPOSITS
Total public deposits as on 31stMarch 2010 were Rs. 135.10 Lacs.
DEPOSITORY SYSTEM
The shares of your company are being traded in de-mat form with effect
from 29th January 2001. Shareholders are requested to avail of this
facility to their advantage.
ACKNOWLEDGEMENT
Your Directors are pleased to place on record their sincere gratitude
to the Government, Financial Institutions, Bankers and Business
Constituents for their continued and valuable co-operation and support
to the Company.They also take this opportunity to express their deep
appreciation for the devoted and sincere services rendered by the
employees at all levels of the operations of the Company during the
year.
DIRECTORS
Mr.Ashwini Kumar, Director of the company, retires at the ensuing
Annual General Meeting, pursuant to clause 108 of the Articles of
Association of the Company and being eligible offers himself for
re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT
In pursuance of Sec. 217 (2AA) of the Companies Act, 1956, with respect
to Directors Responsibility Statement, it is hereby confirmed:
(i) That in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) That 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 or loss of the company for that period;
(iii) That 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;
(iv) That the directors have prepared the annual accounts on agoing
concern basis.
AUDIT COMMITTEE
The Audit Committee constituted by the Board of Directors consists of 3
non-executive independent directors, viz. Mr. B.L Khurana,Mr. Ashwini
Kumar & Mr. Suman Kapur. Mr. B.L. Khurana is the Chairman of the
committee.The terms of reference of the Audit Committee have been laid
down by the Board at its meeting constituting the committee, held on
29.01.2001.
CONSERVATION OF ENERGY
The Company does not belong to the category of power intensive
industries and hence consumption of power is not significant. However,
the management is aware of the importance of conservation of energy and
also reviews from time to time the measures taken/ to be taken for
reduction of consumption of energy.
TECHNOLOGY ABSORPTION
During the year, your Company was running successfully its embroidery
unit in Gurgaon comprising 8 computerized, high quality embroidery
machines purchased from Saurer.Switzerland.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Total Foreign exchange earned : Nil
Total Foreign exchange used : Nil
PARTICULARS OF EMPLOYEES
The Company had no employee during the financial year under review
whose particulars are required to be given under section 217(2A) of the
Companies Act, 1956.
AUDITORS
M/s Sharma Goel & Co. Chartered Accountants, Auditors of the company,
retire at the conclusion of the forthcoming Annual General Meeting and
being eligible offer themselves for re-appointment.
ACKNOWLEDGEMENTS
Yours Directors with to place on record their sincere appreciation of
the assistance and support extended by customers, banks, vendors,
Government and to all those whose continued support has been a source
of strength to the company.Your Directors also wish to place on record
their sincere appreciation of the devotion and commitment of every
employee of the Company.
ON BEHALF OF THE BOARD
Sd/-
Place:New Delhi (Anil Kumar Khanna)
Date :July 29,2010 Chairman
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