Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 42ndAnnual Report
together with Audited Financial Statements of SHRI BHOLANATH CARPETS
LIMITED for the Financial Year ended March 31,2015.
1. FINANCIAL RESULT
The summarized financial performance of your Company for the financial
year 2014-15 as compared to previous year 2013-14 has been as under:
(Rs. In Lakhs)
PARTICULARS CURRENT YEAR PREVIOUS YEAR
ENDED ENDED
31.03.2015 31.03.2014
NET SALES 3182.34 3003.13
OTHER INCOME 84.57 217.69
DECREASE AND (INCREASE) IN 40.19 -155.61
INVENTORIES OF FINISHED GOODS AND
WORK-IN-PROCESS
TOTAL EXPENDITURE 3132.20 3004.72
FINANCE COST 62.68 328.62
DEPRECIATION 27.62 39.58
profit Before exceptional and 4.22 3.51
EXTRAORDINARY ITEMS AND TAX
EXTRAORDINARY ITEMS (CERS 0.00 0.00
RECEIVABLE WRITTEN OFF)
PROFIT / (LOSS) BEFORE TAX 4.22 3.51
PROVISION FOR TAXATION " "
- CURRENT TAX 6.64 -0.73
- DEFERRED TAX -5.35 0.00
TAX ADJUSTMENTS RELATING TO 0.06 0.00
EARLIER YEARS
NET PROFIT (NET LOSS) 2.87 4.24
2. FINANCIAL HIGHLIGHTS
The Company has continued its growth story during the year 2014-15, the
income from sales grew from Rs. 3003.13 Lakhs to Rs. 3182.34 Lakhs, the
highest ever sales for the first time.There was an increase of 5.97%.
The Company has recorded profit before exceptional and extraordinary
items in during the year 3.49 Lakhs as compared to Rs. 3.51 Lakhs in
the previous year 2013-14.
The Net Profit of the company for the year ended as on 31.03.2015 is
Rs. 2.86 Lakhs as compared to Rs. 4.24 Lakhs last year.
3. RESERVES
The reserves of the Company stand at 795.55 Lakhs during the year as
compared to Rs. 791.06 Lakhs in the previous year ended on 2013-14. Rs.
Lakhs (net of taxes) was adjusted from General reserve during the year
2014-15 in accordance with Schedule II to the Companies Act, 2013.
4. OPERATIONS
During the year the turnover of the Company has increased by approx
5.97%.
5. EXPORT
During the year The Company was exporting carpets outside India.
6. SHARE CAPITAL
The paid up Equity Share Capital of the Company as on March 31, 2015
was 480.00Lakhs. During the year under review, the Company has not
issued any types of share capital.
7. DIVIDEND
The Company has not proposed any dividend for the year 2014-15.
8. INSURANCE
Your Company's assets continue to be fully insured against the risk of
fire, riot, earthquake, terrorism etc.
9. OUTLOOK
The organization has increased focus on cost reduction measures as well
as production of value added products. It is expected that in the
current year 2015- 16, the Company shall demonstrate better bottom line
performance for value addition for the investors.
10. HUMAN RESOURCE AND WELFARE
The well disciplined workforce which has served the Company for more
than three decades lies at the very foundation of the Company's major
achievements and shall well continue for the years to come. The
Management has always carried out systematic appraisal of performance
and imparted training at periodic intervals. The company has always
recognized talent and has judiciously followed the principle of
rewarding performance.
11. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial
position of the Company which has occurred between the end of the
financial year of the Company to which the financial statements relate
i.e. March 31, 2015 and the date of the report i.e. August31,2015.
12. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE
There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations.
13. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal controlto safeguard and
protect from loss, unauthorized use ordisposition of its assets. All
the transactions are properlyauthorized, recorded and reported to the
Management.The Company is following all the applicable
AccountingStandards for properly maintaining the books ofaccounts and
reporting financial statements. TheInternal Auditor of the Company
checks and verifiesthe internal control and monitors them in
accordancewith policy adopted by the company. The Companycontinues to
ensure proper and adequate systems andprocedures commensurate with its
size and nature of its business.
14. CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement with the Stock Exchanges, the
Company follows good Corporate Governance practices and complies with
mandatory provisions as applicable. As stipulated in Clause 49 of the
Listing agreement, Corporate Governance Certificate obtained from M/s
O.P. Tulsyan& Co., Chartered Accountantsis annexed with the report.
15. VIGIL MECHANISM / WHISTLE BLOWERPOLICY
In order to ensure that the activities of the Companyand its employees
are conducted in a fair andtransparent manner by adoption of highest
standardsof professionalism, honesty, integrity and ethical behavior
the Company has adopted a vigil mechanismpolicy. This policy is
explained in Corporate GovernanceReport and also posted on the website
of company.
16. BUSINESS RISK MANAGEMENT
Although the company has long been following theprinciple of risk
minimization as is the norm in everyindustry, it has now become a
compulsion. Therefore, inaccordance with clause 49 of the Listing
Agreement theBoard members were informed about risk assessmentand
minimization procedures after which the Boardformally adopted steps for
framing, implementing and monitoring the risk management plan for
thecompany.The main objective of this policy is to ensure
sustainablebusiness growth with stability and to promote a
proactiveapproach in reporting, evaluating and resolvingrisks
associated with the business. In order to achievethe key objective, the
policy establishes a structuredand disciplined approach to Risk
Management, in orderto guide decisions on risk related issues.In
today's challenging and competitive environment,strategies for
mitigating inherent risks in accomplishingthe growth plans of the
Company are imperative. Thecommon risks inter alia are: Regulations,
competition, Business risk, Technology obsolescence,
Investments,retention of talent and expansion of facilities.
Businessrisk, inter-alia, further includes financial risk,
politicalrisk, fidelity risk, legal risk. As a matter of policy,
theserisks are assessed and steps as appropriate are taken tomitigate
the same.
17. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Even though the provisions of Companies Act, 2013regarding Corporate
Social Responsibility are notattracted to the company yet the Company
hasbeen, over the years, pursuing as part of its corporatephilosophy, a
CSR policy voluntarily which goes muchbeyond mere philanthropic
gestures and integratesinterest, welfare and aspirations of the
communitywith those of the Company itself in an environment
ofpartnership for inclusive development.
18. DEPOSITS
The Company has not accepted any deposit underSection 73 or Section 76
of the Companies Act, 2013 readwith the Companies (Acceptance of
Deposit) Rules, 2014during the year under review.
19. AUDITORS' OBSERVATION
There were no adverse remarks in the auditor's report.
19.1 STATUTORY AUDITOR
The Statutory Auditor of the Company has given unqualified report
during the year under review.
19.2 SECRETARIAL AUDITOR
The replies of qualifications of Secretarial Auditor by the Board of
Directors are given below:-
1. The cost auditor has been appointed and the audit is under process
and on completion stage.
2. The Board has appointed women director on 28.03.2015 but she has
not provided the Director Identification Number (DIN) till the date of
this report.
20. DIRECTORS
20.1 CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
20.2 INDEPENDENT DIRECTOR(S) DECALARATION
In pursuance of sub-section (7) of Section 149 of the Companies Act,
2013 all the Independent Directors have furnished the declaration that
they meet the criteria of Independence as provided in Sub-Section (6)
of Section 149 of the Companies Act, 2013.
20.3 BOARD ANNUAL EVALUATION
Pursuant to the provisions of companies Act, 2013 and clause 49 of the
Listing Agreement, the Board has carried out annual performance
evaluation of its own performance, the directors individually as well
the evaluation of the working of its Audit, Nomination & Remuneration
and Stakeholder committee. The manner in which the evaluation has been
carried out has been explained in Corporate Governance Report.
20.4 REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration
committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
21. BOARD AND COMMITTEE MEETINGS
21.1 BOARD MEETING
During the year 2014-15, 08 meeting of the Board of Directors were held
on May 30, 2014, July 21. 2014, August 14, 2014, September 1, 2014,
November 15, 2014, January 8, 2015, 14th February, 2015 and 28th March,
2015. The maximum time gap between any two consecutive meetings was not
exceeding four months.
21.2 AUDIT COMMITTEE MEETING
The Chairman of the Audit Committee is Mr. AmarnathPandey. During the
year, 4 Audit Committee meetings were held on May 30, 2014, August 14,
2014, November 15, 2014 and February 14, 2015. The composition of the
Audit Committee and number ofmeetings attended by the Members are given
below:
Name of directors Category Number of Meeting
meetings Attended
held during
2014-15
Mr. AmarnathPandey Independent 4 4
Mr. AmbarishChatterjee Independent 4 2
Mr. R. K. Dubey Independent 4 2
The other details of Board and Committee Meetings aregiven in Corporate
Governance Report forming part ofthe Annual Report.
22. AUDITORS
22.1 STATUTORY AUDITORS
M/s O. P. Tulsyan& Co. (Firm Registration No. 500028N),Chartered
Accountants have been appointed asStatutory Auditors of the Company at
the last i.e. 34thAnnual General Meeting held on August 9, 2014 for
aperiod of three years subject to ratification by membersat every
consequent Annual General Meeting. Therefore,ratification of
appointment of Statutory Auditors isbeing sought from the Members of
the Company atthe ensuing 35th Annual General Meeting to be heldon July
25, 2015. They have confirmed their eligibilityunder Section 141 of the
Companies Act, 2013 for theirre-appointment as Statutory Auditors of
the Company.
22.2 SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of theCompanies Act, 2013 and
the Companies (Appointmentand Remuneration of Managerial Personnel)
Rules,2014, the Company has appointed M/s Ajay Jaiswal& Co. (CP
No.:3684, FCS: 5112), CompanySecretaries to undertake the Secretarial
Audit of thecompany. The Secretarial Audit Report is annexedherewith as
'Annexure A'.
22.3 INTERNAL AUDITORS
M/s A. C. Dutta& Co., Cost Accountant performs the duties of Internal
Auditors ofthe Company and their report is reviewed by the
AuditCommittee from time to time.
23. ENERGY CONSERVATION, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with Rule, 8 of The Companies
(Accounts)Rules, 2014, is annexed herewith as "Annexure B".
24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of every contract or arrangement sentered into by the
Company with related parties referred to in sub-section (1) of section
188 of the Companies Act, 2013 are disclosed in Form No. AOC -2.is
annexed herewith as "Annexure C".
25. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith as "AnnexureD".
26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report on financial condition and
results of operations of the Company for the year under reviews
required underClause 49 of the Listing Agreement entered with the Stock
Exchanges is given as separate statement forming part of the Annual
Report.
27. PARTICULARS OF EMPLOYEES
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF
THECOMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The information required pursuant to Section 197read with Rule, 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 inrespect of employees of the Company is as follows:
i. The percentage increase in remuneration of each Director, Chief
Executive Officer and Chief Financial Officer during the financial year
2014-15, ratio of the remuneration of each Director to the median
remuneration of the employeesof the Company for the financial year
2014-15and the comparison of remuneration of eachKey Managerial
Personnel (KMP) against theperformance of the Company are as follows:
Name of Remuneration Remuneration %
Director / of the Director of the Director Increas
KMP / KMP in F.Y. / KMP in F.Y. e in F.Y.
2014-15 2014-15 2014-15
Bholanath 6,96,000.00 6,96,000.00 0.00
Baranwal,
Managing
Director
(KMP)
Name of Ratio(times) of the Comparison of the
Director / remuneration remuneration of the
KMP of each KMP
director to the against the
median performance of
remuneration the company
of the
employees
Bholanath 2.10 The turnover of the
Baranwal, Company increase
Managing 5.97 %. There is a
Director marginal increase
(KMP) in profit before tax
and but the profit
after tax has
decreased.
ii. The median remuneration of employees of the Company during the
financial year was 3.32Lakhs.
iii. There were 2 permanent employees on the rolls of the Company
during the financial year 2014-15.
v. Relationship between average increase in remuneration and company
performance:
The turnover of the Company increase 5.97 %. There is a marginal
increase in profit before tax and but the profit after tax has
decreased.
vi. Comparison of Remuneration of the Key Managerial Personnel(s)
against the performance of the Company:
There is no change in total remuneration of Key Managerial Personnel
during the year in comparison to last year whereasThe turnover of the
Company increase 5.97 %. There is a marginal increase in profit before
tax and but the profit after tax has decreased.
vii. a) Variations in the market capitalisation of the Company:
There was no trading on the stock exchange.
b) Price Earnings ratio of the Company:
There was no trading on the stock exchange.
c) Percent increase over/ decrease in the market quotations of the
shares of the company as compared to the rate at which the Company came
out with the last public offer in theyear:
There was no further offering of the shares (FPO).
viii. Average percentage increase made in the salaries of employees
other than the managerial personnel in the last financial year i.e.
2014-15 was 34.51 % whereas the increase in the managerial remuneration
for the same financial year was 0%.The CEO and CFO were appointed on
28.03.2015 as per requirement of Companies Act, 2013.
ix. The key parameters for the variable component of remuneration
availed by the directors are considered by the Board of Directors based
on the recommendations of the Human Resources, Nomination and
Remuneration Committee as per the Remuneration Policy for Directors,
Key Managerial Personnel and other Employees.
x. The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year - NotApplicable;
and
xi. It is hereby affirmed that the remuneration paid isas per the
Remuneration Policy for Directors, KeyManagerial Personnel and other
Employees.
xii. THE PARTICULARS OF THE EMPLOYEES WHOARE COVERED BY THE PROVISIONS
CONTAINEDIN RULE 5(2) AND RULE 5(3) OF THE COMPANIES(APPOINTMENT AND
REMUNERATION OFMANAGERIAL PERSONNEL) RULES, 2014 ARE:
a) Employed throughout the year Nil
b) Employed for part of the year Nil
28. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and accordingto the
information and explanations obtained by them,your Directors make the
following statements in termsof Section 134(3)(c) of the Companies Act,
2013:
a) that in the preparation of the annual financialstatements for the
year ended March 31,2015, the applicable accounting standards have
beenfollowed along with proper explanation relating tomaterial
departures, if any;
b) that such accounting policies as mentioned in Notesto the Financial
Statements have been selected andapplied consistently and judgment and
estimateshave been made that are reasonable and prudent soas to give a
true and fair view of the state of affairs ofthe Company as at March
31,2015 and of the profitof the Company for the year ended on that
date;
c) that proper and sufficient care has been taken forthe maintenance of
adequate accounting recordsin accordance with the provisions of the
CompaniesAct, 2013 for safeguarding the assets of the Companyand for
preventing and detecting fraud and otherirregularities;
d) that the annual financial statements have beenprepared on a going
concern basis;
e) that proper internal financial controls were in placeand that the
financial controls were adequate andwere operating effectively.
f) that systems to ensure compliance with theprovisions of all
applicable laws were in place andwere adequate and operating
effectively.
29. COMPANIES WHICH CEASED TO BEHOLDING, SUBSIDIARY OR ASSOCIATECOMPANY
There is no holding, subsidiary or associate Company ofthe Company.
30. PARTICULARS OF LOANS, INVESTMENTS ORGUARANTEE
There is no loan, or guarantee but investment made pursuant
toprovisions of Section 186 of the Companies Act, 2013.
31. ACKNOWLEDGEMENTS
The Company has been very well supported from allquarters and therefore
your Directors would like to placeon record their sincere appreciation
for the supportand co-operation received from Employees,
Dealers,Suppliers, Central and State Governments, Bankers,Credit Rating
Agencies, Depositories, Stock Exchange, Registrar and Share Transfer
Agents, Associates as wellas our Shareholders at large during the year
underreview.
Your Directors also wish to place on record their deepsense of
appreciation for the commitment, abilitiesand hard work of all
executives, officers and staff whoenabled Company to consistently
deliver satisfactoryand rewarding performance even in the
challengingeconomic conditions.
We look forward to receiving the continued patronagefrom all quarters
to become a better and strongercompany.
32. CAUTIONARY STATEMENT
The statements contained in the Board's Report and Management
Discussion and Analysis contain certainstatements relating to the
future and therefore areforward looking within the meaning of
applicablesecurities, laws and regulations. Various factors suchas
economic conditions, changes in governmentregulations, tax regime,
other statues, market forces andother associated and incidental factors
may howeverlead to variation in actual results.
On Behalf of the Board
Sd/-
Bholanath Baranwal
Date: 31.08.2015 (Chairman & Managing Director)
Place: Varanasi DIN: 00306086
Mar 31, 2013
The Directors have pleasure in presenting the 40th Annual Report
together with the Audited
Statements of Accounts along with the Report of the Auditors for the
year ended March 31, 2013.
FINANCIAL HIGHLIGHTS
(In Lacs)
Year ended
31.03.2013 Year ended
31.03.2012
Profit Before Interest,
Depreciation & 145.58 293.81
Miscellaneous Expenses written off
Interest 93.11 85.42
Depreciation &
Miscellaneous Expenses written off 39.46 38.70
Profit Before Tax 13.00 11.39
Provision for taxation
: Current 7.26 2.17
: Deferred (7.26) (7.58)
FBT ------- -------
Profit after Tax 7.44 18.97
Prior Period adjustment 00 2.17
Appropriations:
Proposed Dividend ------ ------
Income- tax on proposed Dividend ------ ------
Surplus in Profit & Loss
Account brought forward 7.54 18.97
Surplus in Profit & Loss
Account carried over 306.82 299.28
DIRECTORS'' RESPONSIBILITY STATEMENT
The Directors confirm that:
1. that in preparation of Annual Accounts for the F.Y. ended on
31.03.2013, the applicable accounting standards have been followed ;
2. that the directors 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 &
Loss Accounts of the Company.
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 to safeguard the assets of the
Company and to prevent and detect fraud and other irregularities ;
4. That the Directors have prepared the Annual Accounts on a "going
concern" basis.
PROFITABILITY
In the Financial Year 2012-2013, the Company has earned profit by
manufacturing of unique "organic weaved carpets".
The Company has also faced several challenges due to increase in oil
prices resulting higher input cost & freights, appreciation of USD
against Indian Rupee which has made adverse impact in export business
of the Company.
Operation:
During the year the turnover of the Company has increased by approx
3.07%.
Dividend:
The Company has not proposed to any dividend during the year 2012-2013.
Transfer To Reserve:
The Board of the directors has not proposed to transfer any amount to
the General Reserve for the year ended 12-13.
PUBLIC DEPOSITS
Your Company did not accept any Public Deposit, during the year under
review.
INSURANCE
Your Company''s assets continue to be fully insured against the risk of
fire, riot, earthquake, terrorism etc.
DIRECTORS
Mr. Sajeve Deora and Mr. Vivek Baranwal Directors of the Company are
liable to retire by rotation in the nsuing Annual General Meeting.Mr.
Vivek Baranwal Director of the Company who retires by rotation and eing
eligible presents himself for reappointment in the ensuing Annual
General Meeting.Also Mr. Sajeve
Deora who was also liable to retire by rotation and being eligible for
reappointment has expressed his nwillingness to be reappointed due to
some personal reasons and Mr. Amarnath Pandey is proposed to be
ppointed at his place as non-executive Independent Director to hold the
place of director till the conclusion f next Annual General Meeting of
the Company.
RE-APPOINTMENT AUDITORS
M/s O. P. Tulsyan & Co., Chartered Accountants, the Auditors of the
Company, who hold office upto the onclusion of the Annual General
Meeting, are eligible for re-appointment and have expressed their
willingness to be re-appointed as Auditors of the Company. M/s O.P.
Tulsyan & Co., Chartered Accountants have under Section 224(1) of the
Companies Act, 1956 furnished a Certificate of their ligibility for
re-appointment and they hold valid certificate of having Peer Reviewed
of their firm.
ARTICULARS OF EMPLOYEES:
he Company did not hyave any employee covered by the provisions of
Section 217(2A) of Companies Act, 956 read with Companies (Particulars
of Employee) Rules 1975 for F.Y.21012-2013.
ONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
ARNINGS AND OUTGO
he information required under Section 217(1) (e) of the Companies Act,
1956 read with the ompanies (Disclosure of Particulars in the Report of
the Board of Directors) Rules, 1988 are rnished as under:
) Conservation Of Energy
During the last financial year company has installed power capacitor to
reduce the demand charges. It will save substantial power expense,
which is reflecting in monthly power bills.
Technological Absorption
The Company is also working on the husk project for reducing the cost
of diesel in generator sets. At present the project is running in an
associated concern and after successful commissioning therein it is
proposed to be implemented in your company.
) Foreign Exchange Earnings and Outgo
During the year the Company has earned Rs. 16,67,23,456/- as compared
to the Earnings of Rs. , 8,43,090/- of previous financial year in
Foreign Currency through export of its finished products. There was no
any Import or Expenses in Foreign Currency during the Financial Year.
CORPORATE GOVERNANCE
Corporate Governance Report, Management Discussion and Analysis
Statement and a certificate from Auditors confirming Compliance are
attached to this report.
FIXED DEPOSIT
The Company has not accepted any fixed deposit during the year.
FINANCE
The Company has availed loan in the Financial Year and the current
outstanding as per Balance Sheet ended 31.03.2013 is of Rs.1163.62
Lakhs from bank during the Financial Year ended 31.03.2013.
ACKNOWLEDGEMENT
The Board of Directors of your company are pleased to place on record
their sincere gratitude and appreciation for the assistance and
co-operation received from the Government, Financial Institutions and
Banks, members, customers and business Constituents.
Your directors also express their appreciation and gratitude for the
continued devout, sincere and unstinted services rendered by the
counselors, coordinators and facilitators at all levels of operations
for the success and progress of the company.
By Order of the Board
Sd/-
Bholanath Baranwal
Chairman & Managing Director
Date: 05.09.2013
Place: Varanasi
Mar 31, 2012
Dear Members,
The Directors have pleasure in presenting the 39th Annual Report
together with the Audited Statements of Accounts along with the Report
of the Auditors for the year ended March 31, 2012.
FINANCIAL RESULTS:
2011-2012 2010-2011
(Rs. in lacs) (Rs. in lacs)
Profit Before Interest, Depreciation &
Miscellaneous 293.81 121.58
Expenses written off
Interest 85.42 72.93
Depreciation & Miscellaneous Expenses
Written off 38.70 39.22
Profit Before Tax 11.39 9.43
Provision for Taxation: Current 2.17 1.75
Deferred (7.58) (7.80)
Profit After Tax 18.97 15.47
Prior Period Adjustment 2.17 3.28
Surplus in Profit & Loss A/c brought forward 18.97 261.54
Surplus in Profit & Loss A/c carried forward 299.28 280.30
PROFITABILITY
In the Financial Year 2011-2012, the Company has increased its
profitability in contrast to the last year by manufacturing of unique
"organic weaved carpets". Domestic selling of handknotted, flatweave
carpets has enhanced from the financial year 2010-2011. Export of the
Company has gradually increased in comparison to the last year by
initiating e- commerce portal and prompt payment and distribution
mechanism for its foreign consumers through its "Country Patners".
The Company has also faced several challenges due to increase in oil
prices resulting higher input cost & freights, appreciation of USD
against Indian Rupee which has made adverse impact in export business
of the Company.
PUBLIC DEPOSITS
Your Company did not accept any Public Deposit, during the year under
review.
INSURANCE
Your Company''s assets continue to be fully insured against the risk of
fire, riot, earthquake, terrorism etc.
DIRECTORS'' RESPONSIBILITY STATEMENT
The Directors confirm that:
1. that in preparation of Annual Accounts for the F.Y. ended on
31.03.2012, the applicable accounting standards have been followed ;
2. that the directors 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 &
Loss Accounts of the Company.
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 to safeguard the assets of the
Company and to prevent and detect fraud and other irregularities ;
4. that the Directors have prepared the Annual Accounts on a "going
concern" basis.
DIRECTORS
Sri Ambrish Chaterjee and Sri Harish Baranwal who were appointed as
Directors of the Company are now liable to retire by rotation in the
ensuing Annual General Meeting dated 29th September, 2012. Since both
Sri Ambrish Chaterjee and Sri Harish Baranwal Directors of the Company
retire by rotation, they are eligible to be reappointed and offers
themselves for re-appointment in the ensuing Annual General Meeting
dated 29th September, 2012.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion & Analysis Report as required under the Listing
Agreement with Stock Exchanges is attached with this report.
ENVIRONMENT CARE, SOCIAL ACCOUNTABILITY AND QUALITY SYSTEM
Your Company has the certificate of ISO 9001: 2000 which has enabled
your Company to market, its products in the international markets in
better way. Since your company has fulfilled the social responsibility
criteria, it has been recognized with SA- 8000 certification. In
addition, it is also eligible for ISO 14001, the Environment Protection
System. With Woolmark license and these three achievements, your
Company is arguably only company in the world.
HUMAN RESOURCES
There was no employee, employed during the period under review, whose
particulars are required to be published under the provisions of
Section 217 (2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information as per 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 furnished as under:
(a) Conservation of Energy
During the last financial year company has installed power capacitor to
reduce the demand charges. It will save substantial power expense,
which is reflecting in monthly power bills.
(b) Technological Absorption
The Company is also working on the husk project for reducing the cost
of diesel in generator sets. At present the project is running in an
associated concern and after successful commissioning therein it is
proposed to be implemented in your company.
(c) Foreign Exchange Earnings and Outgo
During the year the Company has earned Rs. 19,29,04,813/- as compared
to the Earnings of Rs. 16,67,23,456/- of previous financial year in
Foreign Currency through export of its finished products. There was no
any Import or Expenses in Foreign Currency during the Financial Year.
CORPORATE GOVERNANCE
A detailed report on Corporate Governance has been included separately
in the Annual Report. The Certificate from the auditors of the Company
regarding compliance of the conditions of the Corporate Governance as
per requirement of clause 49 of the listing agreement with the stock
exchanges is also attached with this report.
AUDITORS
M/ s O.P. Tulsyan & Co., Chartered Accountants, the Auditors of the
Company, who hold office upto the conclusion of the Annual General
Meeting, are eligible for re-appointment and have expressed their
willingness to accept the office if re-appointed as Auditors of the
Company. M/ s O.P. Tulsyan & Co., Chartered Accountants have under
Section 224(1) of the Companies Act, 1956 furnished a Certificate of
their eligibility for re-appointment and they hold valid certificate of
having Peer Reviewed of their firm.
ACKNOWLEDGEMENT
The Board of Directors of your company are pleased to place on record
their sincere gratitude and appreciation for the assistance and
co-operation received from the Government, Financial Institutions and
Banks, members, customers and business Constituents.
Your directors also express their appreciation and gratitude for the
continued devout, sincere and unstinted services rendered by the
counsellors, coordinators and facilitators at all levels of operations
for the success and progress of the company.
By Order of the Board
Sd/-
Bholanath Baranwal
Chairman & Managing Director
Date: 5th September, 2012
Place: Varanasi
Mar 31, 2010
The Directors have pleasure in presenting the 37th Annual Report
together with the Audited Statements of Accounts alongwith the Report
of the Auditors for the year ended March 31, 2010.
FINANCIAL HIGHLIGHTS
(In Lacs)
Year ended Year ended
31.03.2010 31.03.2009
Profit Before Interest, Depreciation
& Miscellaneous 90.67 133.96
Expenses written off
Interest 46.91 83.68
Depreciation & Miscellaneous Expenses
written off 36.28 40.62
Profit Before Tax 7.48 9.66
Provision for taxation: Current 1.15 1.49
Deferred (7.22) (6.95)
FBT ------ 0.41
Profit after Tax 13.55 15.12
Prior Period adjustment
Appropriations:
Proposed Dividend ----- -----
Income- tax on proposed Dividend ----- -----
Surplus in Profit & Loss Account
brought,forward 247.99 235.22
Surplus in Profit & Loss Account
carried over 261.54 247.99
PROFITABILITY
In the FY 2009-2010, the Company faced several challenges due to
increase in oil prices resulting higher input cost & freights,
appreciation of Indian rupee against USD has major impact on the
margins in export business and slackness in European market affecting
inflow of orders. The situation in current FY 2010-2011 is also very
challenging. The Company will work towards improving productivity,
process efficiency, inventory reduction and other such methods. We are
also working towards reduction of financial charges by swapping the
Rupee loan with USD loans. These efforts will improve the profitability
of the Company in the long run as well.
PUBLIC DEPOSITS
Your Company did not accept any Public Deposit, during the year under
review.
INSURANCE
Your Companys assets continue to be fully insured against the risk of
fire, riot, earthquake, terrorism etc.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors confirm that:
1. that in preparation of Annual Accounts for the F.Y. ended on
31.03.2010, the applicable accounting standards have been followed ;
2. that the directors 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 &
Loss Accounts of the Company.
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 to safeguard the assets of the
Company and to prevent and detect fraud and other irregularities ;
4.That the Directors have prepared the Annual Accounts on a "going
concern" basis.
DIRECTORS
Mr. Ambarish Chatterjee, who was appointed as a Director of the Company
on October 30, 2009 to fill in the casual vacancy caused by the
resignation of Mr. Samar Ballav Mohapatra.
The Candidature has been received from a shareholder for the
appointment of Sri Ambarish Chatterjee as Director, who have been
appointed as Director in Casual vacancy by the Board in their meeting
held on 30th day of October, 2009 and ceased to be director in ensuing
Annual General Meeting unless appointed again by the members in the
same general meeting.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion & Analysis Report as required under the Listing
Agreement with Stock Exchanges is enclosed at Annexure "A".
ENVIRONMENT CARE, SOCIAL ACCOUNTABILITY AND QUALITY SYSTEM
Your Company has the certificate of ISO 9001: 2000 which has enabled
your Company to market, its products in the international markets in
better way. Since your company has fulfilled the social responsibility
criteria, it has been recognized with SA- 8000 certification. In
addition, it is also eligible for ISO 14001, the Environment Protection
System. With Woolmark license and these three achievements, your
Company is arguably only company in the world.
HUMAN RESOURCES
Human resource is very valuable assets for the development of the
organization. Your company organizes technical and general training
programs for its employees on continuous basis. Employee relations
during the year were cordial. We appreciate the contributions and
initiatives made by all employees towards achieving improved
productivity, flexibility in operations and overall business
performance of the Company.
There was no employee, employed during the period under review, whose
particulars are required to be published under the provisions of
Section 217 (2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information required under Section 217(1) (e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988 with respect to these matters
forms part of this Report and is annexed as Annexure "B" hereto.
CORPORATE GOVERNANCE
A detailed report on Corporate Governance has been included separately
in the Annual Report.
The Certificate dated June 30, 2010 of the auditors of the Company
regarding compliance of the conditions of the Corporate Governance as
per requirement of clause 49 of the listing agreement with the stock
exchanges is also enclosed as per Annexure - "C".
AUDITORS
M/s O. P. Tulsyan & Co., Chartered Accountants, the Auditors of the
Company, who hold office upto the conclusion of the Annual General
Meeting, are eligible for re-appointment and have expressed their
willingness to be re-appointed as Auditors of the Company.
ACKNOWLEDGEMENT
The Board of Directors of your company are pleased to place on record
their sincere gratitude and appreciation for the assistance and
co-operation received from the Government, Financial Institutions and
Banks, members, customers and business Constituents.
Your directors also express their appreciation and gratitude for the
continued devout, sincere and unstinted services rendered by the
counselors, coordinators and facilitators at all levels of operations
for the success and progress of the company.
By Order of the Board
Sd/-
Bholanath Baranwal
Chairman & Managing Director
Date: 05.09.2010
Place: Varanasi