Mar 31, 2015
Dear Members,
The Directors submit their report for the financial year ended
31.03.2015:
Financial Summary:
(Rs. in Lacs)
Year ended Year ended
Particulars 31.03.2015 31.03.2014
Net Sales 41244 46110
Profit before 4698 4470
Depreciation,
Interest and
taxes
Interest 4470 3758
Profit before 228 712
Depreciation and
taxes
Depreciation 1099 2115
Profit (Loss) (871) (1403)
before tax
Provision for Tax - -
Deferred Tax - (195)
Liability (Asset)
Net Profit (Loss) (871) (1208)
after taxes
Operations and Performances:
Due to sluggish demand for textile in domestic and export markets for
the last 4 years, the performance of the Company had been adversely
affected, resulting in losses. Due to continuous losses for the past 4
years and repayment of principal for some of the term loans despite of
losses the liquidity of the Company has also been affected. Due to tight
working capital situation, the capacity utilization was marginally lower
compared to previous year. During the FY 2014-15 under review, your
company has produced 15654 MTs of yarn and 99.81 lakh meters of fabric
as against 16063 MTs of yarn and 106.94 mtrs of fabric in the year
2013-14. The net sale of the company was Rs. 412.24 crs as against Rs.
461.10 crs in the previous year. The company has incurred Net Loss of
Rs. 8.71 crs as against Rs. 12.08 crs in the previous year.
Exports:
During the FY 2014-15 the FOB value of the Company exports was Rs.
133.04 crs as against Rs. 164.76 crs in the previous year. The fall in
exports was due to sluggish demand for yarn in International market and
also due to significant drop in Chinese import of yarn from India. The
cotton yarn exports from India to China dropped by nearly 23%.
Capital Expenditure:
During the year under review your Company had incurred capital
expenditure of Rs. 303.20 lacs.
Board of Directors:
Relevant information on composition of the Board and number of meetings
is provided in 'Board of Directors' section of Corporate Governance
Report which forms part of this Annual Report.
In terms of the provisions of Section 152 of the Companies Act, 2013,
Sri Arun Kumar Agarwal, Director, would retire at the ensuing Annual
General Meeting. He, being eligible offers himself for re- appointment.
Your Board of Directors recommends his re-appointment. Brief profile of
Sri Arun Kumar Agarwal has been provided elsewhere in this Annual
Report.
The Board of Directors of the Company have appointed Shri Pankaj Goel
as Additional Director with effect from 11th August, 2015. Pursuant to
the provisions of Section 161 of the Companies Act, 2013, Shri Pankaj
Goel shall hold office up to the date of the ensuing 32nd Annual
General Meeting of the Company. Considering his varied experience and
expertise, your Board recommends his appointment as an Independent
Director of the Company.
Shri. R. Surender Reddy and Shri. Ankit Jain have resigned from the
office Director on 13th November 2014 and 1 1th August 2015 respectively
due to their pre-occupation and personal grounds. The Board placed on
record its deep appreciation of the contributions made by
Shri.R.Surender Reddy and Shri. Ankit Jain during their tenure as
Director of the Company and wished them all success, happiness and best
of health in life.
Audit Committee:
Relevant information on composition of the Audit Committee and number
of meetings is provided in 'Audit Committee' section of Corporate
Governance Report which forms part of this Annual Report.
Changes in Share Capital
During the year under review, your Company has issued and allotted
3,07,000, 10% Cumulative Redeemable Preference shares of Rs. 100/- each
to Promoters and others on a preferential basis. Consequently the paid
up Capital of the Company has increased from Rs. 35.31 crs to Rs. 38.38
crs.
Directors' Responsibility Statement:
Pursuant to the requirement under section 134 (5) of the Companies Act,
2013 with respect to Directors' Responsibility statement, it is hereby
confirmed 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 the 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 and that such internal financial controls are
adequate and were operating effectively.
(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.
Statement on declaration by Independent Directors:
All Independent Directors have given declarations that they meet the
criteria of Independence as laid down under Section 149 (6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
Nomination & Remuneration Policy:
The company follows a policy on remuneration of Directors and Senior
Management Employees. The policy is approved by the Nomination &
Remuneration Committee and the Board. More details on the same are
given in the Corporate Governance Report.
Whistle Blower Policy:
The Company has a Whistle Blower Policy framed to deal with instance of
fraud and mismanagement, if any in the Company. The details of the
Policy are explained in the Corporate Governance Report and also posted
on the website of the Company.
Related Party Transactions:
All the related party transactions were entered on arm's length basis
and are in compliance with the applicable provisions of the Companies
Act, 2013 and the Listing Agreement. There are no materially
significant related party transactions made by the company with
Promoters, Directors or Key Managerial Personnel etc. which may have
potential conflict with the interest of the company at large. All
Related Party Transactions are presented to the Audit Committee and to
the Board.
Omnibus approval is obtained for the transactions which are foreseeable
and repetitive in nature. A statement of all related party transactions
is presented before the Audit Committee on a quarterly basis,
specifying the nature, value and terms and conditions of the
transactions. The Related Party Transactions Policy as approved by the
Board is uploaded on the company's website at the web link: http://www.
suryajyoti.com/policyonrelated.pdf
Particulars of Loans, Guarantees or Investments:
No Loans/Guarantees / Investments under Section 186 of the Companies
Act, 2013 have been made during the year to the parties listed therein.
Transfer to reserves:
In view of the loss incurred by the Company, no profits are transferred
to reserves.
Dividend
In view of the loss incurred, the Board of Directors of the Company
expresses their inability to recommend any dividend for the year under
review.
Risk Management Policy:
The Company has instituted a proper mechanism for identifying and
establishing controls to effectively manage different kinds of risks
viz., Trend Related Risks, Raw Material Risks, Brand Technology Risks,
Operational Quality Risks, Human Resources Risks, Regulatory Risks and
Financial Risks. The management periodically reviews the risks and
takes steps to mitigate identified risks.
Performance Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out the annual performance
evaluation of its own performance, the Directors individually as well
as the evaluation of the working of its Committees. A structured
questionnaire was prepared after circulating the draft forms, covering
various aspects of the Board's functioning such as adequacy of the
composition of the Board and its Committees, Board culture and
performance of specific duties, obligations and governance.
Familiarization Program for Independent Directors:
The Company has formulated a familiarization program for the
Independent Directors to provide insights into the Company to enable
the Independent Directors to understand its business in depth and
contribute significantly to the Company. The details of such program
are available in the Company's website www. suryajyoti.com.
Fixed Deposits:
Your Company has not accepted any fixed deposits and as such no
principal or interest was outstanding as on the date of the Balance
sheet.
Extract of Annual Return:
An Extract of Annual Return prepared in accordance with Section 92(3)
of the Act in Form MGT-9 is annexed as Annexure - I' to this report.
Management Discussion & Analysis:
Pursuant to the provisions of Clause 49 of the Listing Agreement, a
report on Management Discussion & Analysis is herewith annexed as
'Annexure - II' to this report.
Corporate Governance:
The Company has been making every endeavor to bring more transparency
in the conduct of its business. As per the requirements of the Listing
Agreement with the Stock Exchanges, a compliance report on Corporate
Governance for the year 2014-15 and a Certificate from the Auditors of
the Company are furnished which form part of this Annual Report.
Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013:
The Company has in place an Anti Sexual Harrasment Policy in line with
the requirements of the Sexual Harrassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints
Committee has been set up to redress complaints received regarding
sexual harassment. All employees (permanent, contractual, temporary and
trained) are covered under the Policy. The following is a summary of
sexual harassment complaints received and disposed off during each
year:
a) No. of Complaints received - NIL
b) No. of Complaints disposed off - NIL
Human Resources:
Your Company considers its Human Resources as the key to achieve its
objectives. Keeping this in view, your Company takes utmost care to
attract and retain quality employees. The employees are sufficiently
empowered and such work environment propels them to achieve higher
levels of performance. The unflinching commitment of the employees is
the driving force behind the Company's vision. Your Company appreciates
the spirit of its dedicated employees.
Significant and material orders passed by the regulators or courts:
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.
Statutory Auditors:
M/s Brahmayya & Co., Chartered Accountants, the statutory auditors of
the Company holds office upto the conclusion of the ensuing Annual
General Meeting and have confirmed their eligibility and willingness
for re-appointment.
Internal Auditors:
The Board of Directors based on the recommendation of the Audit
Committee have re-appointed M/s. K.S.Rao & Co., Chartered Accountants,
Hyderabad, as the Internal Auditors of your Company. The Internal
Auditors are submitting their reports on quarterly basis.
Cost Auditors:
In accordance with Section 148(3) of the Companies Act, 2013 and The
Companies (Audit and Auditors) Rules, 2014, the Audit Committee has
recommended and the Board of Directors had appointed
M/s.S.G.Ramakrishna & Co., Cost Accountants, Hyderabad, being eligible
and having sought re- appointment, as Cost Auditors of the Company, to
carry out the cost audit of the products manufactured by the Company
during the financial year 2015-16 on a remuneration of Rs. 19,000/- .
The remuneration payable to the cost auditor is required to be placed
before the Members in a general meeting for their ratification.
Accordingly, a resolution seeking Members' ratification for the
remuneration payable to M/s.S.G.Ramakrishna & Co., Cost Accountants, is
included at Item No.6 of the Notice convening the Annual General
Meeting.
Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed Mrs. N. Madhavi,
Company Secretary in Practice to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report is annexed as 'Annexure - III' to
this report.
Particulars of Employees:
There are no employees in the Company, particulars of whom are required
to be furnished under Section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. The
industrial relations were cordial at all units of the Company.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo:
The particulars as prescribed under section 134 (3) (m) of the
Companies Act, 2013 read with Rule, 8 of The Companies (Accounts)
Rules, 2014, are set out in 'Annexure - IV' to this report.
Acknowledgements:
Your Directors wish to place on record their appreciation for the
valuable support and co- operation extended by State Bank of India,
IDBI Bank, State Bank of Hyderabad, Indian Overseas Bank and State and
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 are
thankful to the Shareholders for their continued patronage and support.
For and on behalf of the Board of Directors
R.K. AGARWAL A.K. AGARWAL
Managing Director Executive Director
DIN: 00011349 DIN: 00011126
Place : Secunderabad
Date : 11th August, 2015
Mar 31, 2014
The Members,
The Directors have pleasure in presenting the 31st Annual Report
together with the audited accounts for the financial year ended 31st
March 2014.
i. Board of Directors:
Relevant information is provided in ''Board of Directors'' section of
Corporate Governance Report.
In terms of the provisions of Section 152 of the Companies Act, 2013,
Sri Sanjeev Mitla, Director, would retire at the ensuing Annual General
Meeting. He, being eligible offers himself for re-appointment. Your
Board of Directors recommends his re-appointment. Brief profile of Sri
Sanjeev Mitla has been provided elsewhere in this Annual Report.
The Board of Directors of the Company have appointed Shri R. Surender
Reddy as Additional Director with effect from 14th February, 2014.
Pursuant to the provisions of Section 161 of the Companies Act, 2013,
Shri R. Surender Reddy shall hold office up to the date of the ensuing
31st Annual General Meeting of the Company. Considering his varied
experience and expertise, your Board of Directors recommends his
appointment as Director of the Company.
Further the Board proposes to appoint all the existing independent
Directors viz., Sri R. Surender Reddy, Sri Sanjeev Mitla and Sri K.
Harishchandra Prasad each for a term of 5 years pursuant to Section 149
of the Companies Act, 2013.
Dr. A. Nageswara Rao left this mortal world on January 22, 2014. The
Board places on record the valuable services rendered during his tenure
as Director.
The Board also recommends the appointment of Smt. Neha Agarwal as
Director of the Company.
ii. AUDIT COMMITTEE:
Relevant information is provided in ''Audit Committee'' section of
Corporate Governance Report.
iii. Directors'' Responsibility Statement:
Pursuant to the requirement under section 134 (5) of the Companies Act,
2013 with respect to Directors'' Responsibility statement, it is hereby
confirmed:
a) Applicable accounting standards have been followed with explanation
for any material departures
b) Selected accounting policies have been applied consistently 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) Proper and sufficient care has been taken for the maintenance of
adequate accounting records for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities
d) The annual accounts are prepared on a going concern basis; and
e) the internal financial controls laid have been followed by the
company and that such controls are adequate and are operating
effectively.
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.
iv. Statement on declaration by Independent Directors
The Company has received declarations from the Independent Directors
stating that they fulfill the criteria of independence.
ix. Miscellaneous
a. Financial Summary/highlights
(Rs in Lacs)
Particulars As at As at
31-03-2014 31-03-2013
Gross Sales 46111 40812
Net Sales 46110 40810
Profit before
Depreciation and taxes 712 5.93
Depreciation 2115 2019
Profit (Loss) before tax (1403) (2013)
Provision for Tax - -
Deferred Tax Liability
(Asset) (195) (604)
Profit (Loss) after taxes (1208) (1409)
Add: Balance brought
forward from last year 2642 4051
Add: MAT Credit
Entitlement - -
Balance carried to
Balance Sheet 1434 2642
b. Change in the nature of business - NA
c. Fixed Deposits:
The Company has not invited/accepted deposits from the public within
the meaning of Section 58A of the Companies Act, 1956.
d. 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.
e. Auditors:
M/s Brahmayya & Co., Chartered Accountants, the statutory auditors of
the Company holds office upto the conclusion of the ensuing Annual
General Meeting and have confirmed their eligibility and willingness
for re-appointment.
f. Cost Auditors:
Pursuant to the provisions of section 233B of the Companies Act, 1956
and with the prior approval of the Central Government Mr. S.G.
Ramakrishna, Practising Cost Accountant has been appointed to conduct
audit of cost records of four units of the Company for the financial
year ended 31st March 2014. The Cost Audit Reports would be submitted
to the Central Government within the prescribed time.
The Cost Audit Reports for the year ended 31st March, 2013 pertaining
to the four units of the Company were filed with the Central Government
on 23rd September 2013.
g. Particulars of Employees:
There are no employees in the Company, particulars of whom are required
to be furnished
under Section 217 (2A) of the Companies Act, 1956. The industrial
relations were cordial at all units of the Company.
h. Acknowledgements:
Your Directors wish to place on record their appreciation for the
valuable support and co-operation extended by State Bank of India, IDBI
Bank, State Bank of Hyderabad, Indian Overseas Bank and State and
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 are
thankful to the Shareholders for their continued patronage and support.
For and on behalf of the Bo3ard of Directors
R.K. AGARWAL
Managing Director
Place : Secunderabad A.K. AGARWAL
Date : 30 May, 2014 Executive Director
Mar 31, 2012
The Directors have pleasure in presenting the 29th Annual Report
together with the audited accounts for the financial year ended 31st
March 2012.
FINANCIAL RESULTS
(Rs. in Lacs)
Particulars As at As at
31-03-2012 31-03-2011
a) Gross Sales 40034.01 39428.41
b) Net Sales 40029.35 39425.60
c) Profit before
Depreciation and taxes 621.56 4117.57
d) Less: Depreciation 1918.08 1884.26
e) Profit (Loss) before tax (1296.52) 2233.31
f) Provision for Tax - 475.00
g) Deferred Tax
Liability (Asset) (253.72) 175.32
h) Profit (Loss) after taxes (1042.80) 1582.99
i) Add: Balance brought
forward from last year 5093.77 2971.91
j) Add: MAT Credit
Entitlement - 538.86
k) Balance carried to
Balance Sheet 4050.97 5093.77
OPERATIONS
Production:
Your Company had produced during the year 15,906 MTs of yarn as against
16,795 MTs in 2010-11. During the year, the Company produced 85.73 lakh
meters of Fabric as against 82 lakhs meters in 2010-11.
Sales:
Your Company achieved Net sales of Rs. 40,029 lakhs compared to Rs.
39426 lakhs for the year 2010-11. Company had earned a net loss of Rs.
1042.80 lakhs during the year 2011-12, when compared with a net profit
after tax of Rs.1583 lakhs during the year 2010-11. The main reasons
for incurring net loss are closing stock of cotton purchased at higher
prices during the previous year, increase in interest costs by around
3% and steep power cuts of 3 days in a week imposed by APCPDCL during
fourth quarter and purchase of power from Indian Energy Exchange at an
average rate of Rs.10/- per unit which is three times per unit rate of
Rs.3.25 being charged by APCPDCL.
Changes in Share Capital:
During the year, the Company has allotted 11,70,000 Equity shares of
Rs.10/- each at a premium of Rs.21 per share to the Promoters on
conversion of equal number of warrants.
Dividend:
In view of the loss incurred by the company during the financial year
2011-12, no dividend is recommended by your Board of Directors.
Capital Expenditure:
During the year under review your Company had incurred capital
expenditure of Rs. 1965 lakhs.
Exports:
Your Company has achieved exports amounting to Rs. 17,942 lakhs,
produced within its own plant. Including yarn procured from outside,
your company has achieved export turnover of Rs. 17,968 lakhs when
compared with the turnover of Rs. 17,863 lakhs in the previous year.
Your Company has its product presence in Latin America, Europe and Far
East.
Directors:
In terms of the provisions of Section 255 and 256 of the Companies Act,
1956, Sri. Sanjeev Mitla and Sri. K. Harishchandra Prasad would retire
at the ensuing Annual General Meeting and being eligible offer
themselves for re-appointment. Your Board of Directors recommends their
re-appointment.
Brief profiles of Sri. Sanjeev Mitla and Sri. K. Harishchandra Prasad,
the nature of their expertise in specific functional areas and the
number of Companies in which they hold 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 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:
(i) That in the preparation of the accounts for the financial year
ended 31st March 2012, the applicable accounting standards have been
followed and there were no material departures;
(ii) That the directors have selected such accounting policies and
applied them consistently and made judgements 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;
(iii) That the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities;
(iv) That the directors have prepared the accounts for the financial
year ended 31st March 2012 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 form part of this
Annual Report.
Auditors:
M/s Brahmayya & 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:
Mr. S.G. Ramakrishna, Cost Accountant, was appointed as Cost Auditor of
the Company subject to the consent of the Government of India to
conduct cost audit of all the divisions of the Company for 2012-13.
Fixed Deposits:
The Company has not invited/accepted deposits from the public within
the meaning of Section 58A of the Companies Act, 1956.
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 the 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 in the Company, particulars of whom are required
to be furnished under Section 217 (2A) of the Companies Act, 1956. The
industrial relations were cordial at all units of the Company.
Acknowledgements:
Your Directors wish to place on record their appreciation for the
valuable support and co- operation extended by State Bank of India,
IDBI Bank, State Bank of Hyderabad, Indian Overseas Bank and State and
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 are
thankful to the Shareholders for their continued patronage and support.
For and on behalf of the Board of Directors
R.K. AGARWAL
Managing Director
A.K. AGARWAL
Executive Director
Place: Secunderabad
Date : 30th May, 2012
Mar 31, 2010
The Directors have pleasure in presenting the 27th Annual Report
together with the audited accounts for the financial year ended 31 st
March 2010.
FINANCIAL RESULTS
(Rs.in Lacs)
As at As at
31-03-2010 31-03-2009
a) Gross Sales 26953.90 20952.76
b) Net Sales 26953.33 20952.32
c) Profit before
Depreciation and taxes 1718.17 1299.65
d) Less: Depreciation 166.49 809.89
e) Profit Before Tax 551.68 489.76
f) Provision for Tax 95.00 97.00
g) MAT Credit Entitlement 0.00 (38.35)
h) Fringe Benefit Tax 0.00 9.00
i) Deferred Tax Liability 90.92 121.58
j) Profit after taxes 365.76 300.53
k) Add: Balance brought
forward from last year 2606.15 2305.62
l) Balance carried to
Balance Sheet 2971.91 2606.15
OPERATIONS
Production:
Your Company had produced during the year 16975 MTs of yarn as against
16103 MTs in 2008-09 resulting an increase in production by 5%. Your
Company had also processed 2552733 metres of Fabric from October 2009
to March 2010.
Sales:
Your Company achieved a turnover of Rs.26,953 lakhs compared to
Rs.20,952 lakhs for the year 2008-09 representing an increase of around
29%. Your Company had earned a net profit after tax of Rs.366 lakhs
during the year 2009-10, when compared with a net profit after tax of
Rs.300 lakhs during the year 2008-09 resulting an increase of 22%.
Changes in Share Capital:
There are no changes in the share capital during the year.
Dividend:
In view of the necessity of ploughing back of profits to meet the
repayment obligations, your Directors are unable to recommend dividend.
Modernisation and Expansion:
The forward integration project taken up by the Company to set up
weaving and processing unit, to process 20 million metres Fabric per
annum, at Kucherkal Village, Mahabubnagar District, A.R, had commenced
Commercial Production w.e.f. 1st October 2009.
Capital Expenditure:
During the year under review your Company had incurred capital
expenditure of Rs.2864 lakhs.
Exports:
Your Company has exported yarn produced within its own plant amounting
to Rs. I 1,248 lakhs. Out of this, yarn valued Rs.275 lakhs was
exported through third parties. Including yarn procured from outside,
your company has achieved export turnover of Rs. 11,889 lakhs when
compared with the turnover of Rs. 10,263 lakhs in the previous year.
Your Company has its product presence in Latin America, Europe and Far
East.
Directors:
In terms of the provisions of Section 255 and 256 of the Companies Act,
1956, Sri K. Harishchandra Prasad and Sri Sanjeev Mitla would retire at
the ensuing Annual General Meeting and being eligible offer themselves
for re-appointment. Your Board of Directors recommends their
re-appointment.
Brief profiles of Sri K. Harishchandra Prasad and Sri Sanjeev Mitla,
the nature of their expertise in specific functional areas and the
number of Companies in which they hold 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 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:
(i) That in the preparation of the accounts for the financial year
ended 31st March 2010, the applicable accounting standards have been
followed and there were no material departures;
(ii) That the directors have selected such accounting policies and
applied them consistently and made judgements 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;
(iii) That the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities;
(iv) That the directors have prepared the accounts for the financial
year ended 31 st 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 form part of this
Annual Report.
Auditors:
M/s Brahmayya & 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:
Mr. S.G. Ramakrishna, Cost Accountant, was appointed as Cost Auditor of
the Company subject to the consent of the Government of India to
conduct cost audit of all divisions of the Company for 2010-11.
Fixed Deposits:
The Company has not invited / accepted deposits from the public within
the meaning of Section 58A of the Companies Act, 1956.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo:
The particulars as prescribed under section 217 (I) (e) of the
Companies Act, 1956 read with the 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.
Acknowledgements:
Your Directors wish to place on record their appreciation for the
valuable support and co-operation extended by State Bank of India, IDBI
Bank, State Bank of Hyderabad, Axis Bank Limited, Indian Overseas Bank
and State and 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 are
thankful to the Shareholders for their continued patronage and support.
For and on behalf of the Board of Directors
R.K. AGARWAL
Managing Director
Place: Secunderabad A.K. AGARWAL
Date: 29th May, 2010 Executive Director