Mar 31, 2015
The Directors have pleasure in submitting their Report for the year
ended 31st March, 2015:
1. FINANCIAL PERFORMANCE
(Amount in Rs.)
Particulars 2014-15 2013-14
Total Income 4,16,33,434 4,68,25,009
Total Expenditure 3,99,33,923 4,47,29,700
PROFIT BEFORE TAX 16,99,511 20,95,309
Less: Provision of Taxation
Including Deferred Tax 5,80,000 6,80,000
PROFIT AFTER TAX (PAT) 11,19,511 14,15,309
Add: Balance Brought
Forward From Previous Year 6,51,130 (7,69,109)
Add: Excess / (Short)
Provision for taxation (30,903) (4,930)
for Earlier year written back
Balance Carried To Balance Sheet 17,96,299 6,51,130
2. STATE OF COMPANY'S AFFAIRS:
The net revenue from the operations of the Company decreased from Rs.
468 lacs to Rs. 416 Lacs. The Profit before tax for the year is Rs.
16.99 Lacs as against Rs. 20.95 Lacs of previous year.
3. DIVIDEND
Following the conservative approach to retain profits, your directors
did not recommend payment of any dividend for the financial year
2014-15.
4. DECLARATION OF INDEPENDENCE BY DIRECTORS
All the Independent Non-Executive Directors of the Company, have
affirmed that they continue to meet all the requirements specified
under sub-section (6) of section 149 of Companies Act, 2013 in respect
of their position as an "Independent Director" of VANDANA KNITWEAR
LIMITED.
5. MANAGEMENT AND BOARD OF DIRECTORS
During the year, Ms. Bhuneshwari was appointed as an Additional
Director on the Board of the company w.e.f. 30.03.2015, and subject to
the approval of the members at the ensuing Annual General Meeting her
appointment is being regularized as Executive Director on the terms and
conditions as mentioned in the resolution in the Notice.
Mr. Babulal Jain, Director of the Company whose period is liable to
retire by rotation pursuant to the provisions of the Companies Act,
2013 and the Articles of Association of the Company retires by rotation
in the ensuing AGM and being eligible, offers himself for
re-appointment.
6. AUDITORS
- Statutory Auditors
As per the provisions of Section 139 of the Companies Act, 2013, M/s S.
N. Kabra & Co., Chartered Accountants, were appointed as the Statutory
Auditors of the Company till the conclusion of the 22nd Annual General
Meeting (AGM) to be held in the year 2017, subject to the ratification
of their appointment at every AGM. As such the appointment of M/s S. N.
Kabra & Co. as the statutory auditors of the Company has been put forth
in the ensuing Annual General Meeting.
The Company had received letters from M/s S. N. Kabra & Co., Chartered
Accountants to the effect that their re-appointment, if made, would be
within the prescribed limits under Section 141(3)(g) of the Companies
Act, 2013 and that they are not disqualified for such re-appointment
within the meaning of Section 141 of the Act.
The qualifications/observations of the Auditors are self-explanatory
and explained / clarified wherever necessary in appropriate notes to
Accounts.
- Secretarial Auditor
As per Section 204 of Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014,
every Listed Company is required to appoint Secretarial Auditor to
carry out Secretarial Audit of the Company.
In consonance with the requirements of Section 204 of the Companies
Act, 2013 and rules made thereunder, Ms. Sunita Agarwal, Practicing
Company Secretary, was appointed to conduct the secretarial audit of
the Company for the financial year 2014-15.
An Secretarial Audit Report issued by Ms. Sunita Agarwal, Practicing
Company Secretary, in respect of the secretarial audit of the Company
for the financial year ended 31st March, 2015, is given as an Annexure
to this Report.
The Secretarial Audit report for the financial year ended 31st March,
2015 is self explanatory and does not call for any further comments.
The Board has re-appointed Ms. Sunita Agarwal, Practicing Company
Secretary, as Secretarial Auditor of the Company to carry out
secretarial audit of the Company for the financial year 2015-16.
- Internal Auditor
As per Section 138 of Companies Act, 2013 read with Companies (Audit
and Auditors) Rules, 2014, every Listed Company is required to appoint
an Internal Auditor or a firm of Internal Auditors to carry out
Internal Audit of the Company.
In consonance with the aforementioned, M/s Ajay Gangrade & Co.
Chartered Accountants, Indore was appointed to conduct the Internal
Audit of the Company for the financial year 2014-15.
The Internal Audit report for the financial year ended 31st March, 2015
is self-explanatory and does not call for any further comments.
The Board re-appointed M/s Ajay Gangrade & Co., Chartered Accountants,
as the Internal Auditor of the Company for the financial year 2015 -16.
7. RELATED PARTY TRANSACTIONS
All the related party transactions that were entered during the
financial year are done on arm's length basis. Relevant Form for
disclosure of particulars of contracts/arrangements entered into by the
company with related parties referred to in sub-section (1) of section
188 of the Companies Act, 2013 is given in Annexure to this Report.
8. FIXED DEPOSITS
The Company has not invited or accepted any fixed deposit from the
public during the year under review.
9. CORPORATE GOVERNANCE
In accordance with Clause 49 of the Listing Agreement with Bombay Stock
Exchange, a Separate Report on Corporate Governance along with
Auditors' Certificate confirming Compliance is attached to this report.
10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Provisions of 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, on conservation of energy and technology
absorption are not applicable hence no disclosure is being made in this
regard.
During the year, there were no foreign exchange earnings and outgo as
per notes to accounts.
11. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to sub section 3 (c) of Section 134 of the Companies Act,
2013, the Board of Directors of the Company hereby state and confirm
that:
i. in the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards have been followed and
there are no material departures from the same;
ii. the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
iii. the directors 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. the directors have prepared the annual accounts on a going concern
basis;
v. the directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively; and
vi. the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
12. LISTING FEES
The shares of the Company are listed on Bombay Stock Exchange Ltd.
(BSE) and the Listing Fee for the year 2014-15 had been duly paid.
13. ENVIRONMENT AND POLLUTION CONTROL:
The term relating to compliance with all relevant statutes relating to
the environment and pollution control in the area of environment are
not applicable.
14. CODE OF CONDUCT COMPLIANCE:
Pursuant to Clause-49 of the Listing Agreement, the declaration signed
by the Mr. Babulal Jain, Chief Executive Officer, affirming compliance
with the Code of Conduct by the Director's and senior management
personnel, for the financial year 2014-15 is annexed and forms part of
the Directors and Corporate Governance Report.
15. WHISTLE BLOWER POLICY
As required under section 177(9) of the Companies Act read with Rule 7
of Companies (Meetings of Board and its Powers) Rules, 2014 , 2013 and
Clause 49 of the Listing Agreement, company has established a vigil
mechanism for their directors and employees to report their genuine
concerns or grievances.
It provides mechanism for the directors and employees to report
violations without fear of victimization of any unethical behavior,
suspected or actual fraud, violation of the code of conduct etc. which
are detrimental to the organization's interest. The mechanism protects
whistle blower from any kind of discrimination, harassment,
victimization or any other unfair employment practice.
The directors in all cases and employees in appropriate or exceptional
cases will have direct access to the Chairman of the Audit Committee.
The said Policy is placed on the Company' website
www.trendyknitwearlimited.com
15. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has always believed in providing a safe and harassment
free workplace for every individual working in its premises through
various interventions and practices. The Company always endeavors to
create and provide an environment that is free from discrimination and
harassment including sexual harassment.
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressed) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and
disposed off during the year 2014-15:
- Number of complaints received: NIL
- Number of complaints disposed off: NIL
16. EMPLOYEE REMUNERATION
(A) None of the employees of the company was in receipt of the
remuneration exceeding the limits prescribed u/s 197 (12) read with
rule 5, sub-rule 2 of The Companies (Appointment and Remuneration of
Managerial Personnel) of the Companies Act, 2013 during the year under
review.
(B) The ratio of the remuneration of each director to the median
employee's remuneration and other details in terms of sub-section 12 of
Section 197 of the Companies Act, 2013 read with Rule 5(1) of the The
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, are forming part of this report.
17. MANAGEMENT DISCUSSION & ANALYSIS
Management Discussions and Analysis Report, forming part of the
Directors' Report for the year under review, as stipulated under Clause
49 of the Listing Agreement with the Stock Exchange(s), is presented in
a separate section forming part of the Annual Report.
18. EXTRACT OF THE ANNUAL RETURN
Relevant extract of annual return in form no. MGT-9 as on the financial
year ended on March 31, 2015 is given in Annexure to this Report.
19. CASH FLOW ANALYSIS:
In conformity with the provisions of clause 32 of the Listing
Agreement, the Cash Flow Statement for the year ended 31st March, 2015
is annexed hereto.
20. ACKNOWLEDGEMENT
Your Board acknowledges with appreciation, the invaluable support
provided by the Company's stakeholders, auditors, advisors and business
partners, all its customers for their patronage. Your Board records
with sincere appreciation the valuable contribution made by employees
at all levels and looks forward to their continued commitment to
achieve further growth and take up more challenges that the Company has
set for the future.
BY ORDER OF THE BOARD
FOR VANDANA KNITWEAR LIMITED
PLACE: HYDERABAD
DATE : 14/08/2015
MUKESH GADIYA
(CHAIRMAN & MANAGING DIRECTOR)
DIN: 03025764
Mar 31, 2013
To, The Members, of Vandana Knitwear Limited
(Formerly known as ''Trendy Knitwear Limited'')
The Directors have pleasure in submitting their Report for the year
ended 31st March, 2013:
1. FINANCIAL HIGHLIGHTS (Amount in Rs.)
Particulars 2012-13 2011-12
Total Income 4,39,12,132 2,01,37,552
Total Expenditure 4,21,85,615 1,85,92,003
PROFIT BEFORE TAX 17,26,517 15,45,549
Less: Provision of Taxation
Including Deferred Tax 5,88,365 5,02,661
PROFIT AFTER TAX (PAT) 11,38,152 10,42,888
Add: Balance Brought Forward From
Previous Year (19,10,230) (29,54,358)
Add: Excess / (Short) Provision for taxation (2,969) (1,240)
for Earlier year written back
Balance Carried To Balance Sheet (7,69,109) (19,10,230)
2. STATE OF COMPANY''S AFFAIRS:
Your company is committed to offer the most competitive price with the
overall parameters set by the general market conditions your director
perceive that the business of the company stands on a sound plate form
is running well.
During the year under report, the company marked its income from
operation by earning Rs 39,215,000 as against of Rs 15,186,010 previous
year. The profit after tax (PAT) went up to Rs 11,41,121 in financial
year 2012-13 From Rs. 10,44,128 in financial year 2011-12.
3. DIVIDEND
Due to accumulated losses of the Company your Directors do not
recommend any dividend for the year under report.
4. DIRECTORS
Retire by Rotation
Mr. Babulal Khimraj Jain and Mr. Pawan Mandowara, Directors of the
Company whose period of office is liable to retire by rotation pursuant
to the provisions of Companies Act, 1956 and Articles of Association of
the Company retires by rotation and being eligible offer themselves for
re-appointment.
A brief Resume of Director (Mr. Babulal Khimraj Jain and Mr. Pawan
Mandowara) eligible for re-appointment alongwith the additional
information required under Clause 49 (VI)(A) of the Listing Agreement
is included in the Report on Corporate Governance.
Appointment of Additional Director
Mr. Manish Tamboli was appointment as an Additional Director at the
Board Meeting held on 4th October, 2012. The Board received a notice
u/s 257 of the Companies Act, 1956 from a member proposing the
candidature of Mr. Manish Tamboli as a Director. In view of this the
Board recommends his appointment as a regular Independent Director of
the Company liable to retire by rotation.
The Details are furnished in Explanatory Statement annexed to the
Notice calling AGM.
5. AUDITORS AND AUDITORS'' REPORT
The Auditors, M/s S. N. Kabra & Co., Chartered Accountants, retire at
the conclusion of the forthcoming Annual General Meeting and being
eligible, has offered themselves for re-appointment.
The Company had received letters from M/s S. N. Kabra & Co., Chartered
Accountants to the effect that their re-appointment, if made, would be
within the prescribed limits under Section 224(1B) of the Companies
Act, 1956 and that they are not disqualified for such re-appointment
within the meaning of Section 226 of the Act.
The qualifications/observations of the Auditors are self-explanatory
and explained / clarified wherever necessary in appropriate notes to
Accounts.
6. FIXED DEPOSITS
The Company has not accepted any Fixed Deposits from public,
shareholders or employees during the year under report.
7. CORPORATE GOVERNANCE
In accordance with Clause 49 of the Listing Agreement with Bombay Stock
Exchange, a Separate Report on Corporate Governance along with
Auditors'' Certificate confirming Compliance is attached to this
report.
8. PARTICULARS OF EMPLOYEES
As there were no employees throughout the year under review who were in
receipt of remuneration exceeding the prescribed limit in Companies
Act, 1956 and its regulations and rules. Hence, no statement is
attached herewith as required in terms of section 217(2A) of the
Companies Act, 1956.
9. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Provisions of 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, on conservation of energy and technology
absorption are not applicable hence no disclosure is being made in this
regard.
During the year, there were no foreign exchange earnings and outgo as
per notes to accounts.
10. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, your
Directors confirmed that:
1. In the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed;
2. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give true and fair view of the State of Affairs of
the Company at the end of the financial year ended 31st March, 2013 and
of profit of the Company for that year;
3. The Directors had taken proper and sufficient care for the
maintenance of adequate Accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4. The Directors have prepared the Annual Accounts on a ''going
concern'' basis.
11. LISTING FEES
At present, 10,69,85,070 equity shares of the Company are listed on
Bombay Stock Exchange Ltd. (BSE) and the Company has paid the
applicable listing fees to BSE for the year 2013-14.
12. ENVIRONMENT AND POLLUTION CONTROL:
The term relating to compliance with all relevant statutes relating to
the environment and pollution control in the area of environment are
not applicable.
13. CODE OF CONDUCT COMPLIANCE:
Pursuant to Clause-49 of the Listing Agreement, the declaration signed
by the Mr. Babulal Jain, Chief Executive Officer, affirming compliance
with the Code of Conduct by the Director''s and senior management
personnel, for the financial year 2012-13 is annexed and forms part of
the Directors and Corporate Governance Report.
14. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:
Management Discussions and Analysis Report, forming part of the
Directors'' Report for the year under review, as stipulated under
Clause 49 of the Listing Agreement with the Stock Exchange(s), is
presented in a separate section forming part of the Annual Report.
15. CASH FLOW ANALYSIS:
In conformity with the provisions of clause 32 of the Listing
Agreement, the Cash Flow Statement for the year ended 31st March, 2013
is annexed hereto.
16. ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for assistance
and co-operation received from the Bankers, Government Authorities,
Customers, Vendors, Advisors, Members and all concerned during the year
under report. Your Directors also wish to place on record their deep
sense of appreciation for the committed services by the executives,
staff and workers of the Company.
By Order Of The Board
For Vandana Knitwear Limited
sd/-
PLACE: HYDERABAD Mukesh Gadiya
DATE: 12th August, 2013 (Chairman & Managing Director)
Mar 31, 2009
The Directors have pleasure in presenting their Fourteenth Annual
Report and Audited Statement of Accounts of the Company for the year
ended on March 31, 2009.
1. FINANCIAL PERFORMANCE:
(Amount) Rs. (Amount) Rs.
2008-2009 2007-2008
Profit before depreciation and interest 103933 (10000)
Less: Depreciation Nil Nil
Less: Interest & Finance Charges Nil Nil
Profit/(loss) before tax 103933 (10000)
Less: Current Tax 40000 Nil
Less: Deferred Tax/(Assets) Nil Nil
Less: Fringe Benefit Tax 500 Nil
Profit/(Loss) after taxation 63433 (10000)
Balance B/f from Last Year (4150094) (4140094)
Add: Excess / (Short) Provision for
taxation for Nil Nil
Earlier year written back
Balance carried forward (4086661) (4150094)
2. DIVIDEND:
Due to having accumulated losses of the Company Yours directors do not
recommends any dividend for the year.
3. FINANCIAL PERFORMANCE AND HIGHLIGHTS:
The gross sales and other income for the financial year under review
were Rs. 8,57,512/- against NIL for the previous financial year
registering an increase. The PROFIT before tax (after interest and
depreciation charges) of Rs. 1,03,933/- as against LOSS OF Rs. 10,000/-
for the previous year and PROFIT after tax of Rs. 63,433/- as against
LOSS OF Rs. 10,000/- for the previous year.
4. OPERATION PLANS:
The gross sales and other income for the financial year under review
were Rs. 8,57,512/ , the company is planning to take step ahead towards
fulfilling customer's need.
5. ENVIRONMENT AND POLLUTION CONTROL:
The term relating to compliance with all relevant statutes relating to
the environment and pollution control in the area of environment are
not applicable.
6. STATUTORY AUDITORS:
M/s. S. N. Kabra & Co. Chartered Accountants, being eligible for
re-appointment. Members are requested to appoint the Auditors for the
current year and fix their remuneration.
7. AUDITORS' REPORT:
The Auditors' Report to the Shareholders does not contain any
reservation, qualification or adverse remark.
8. PUBLIC DEPOSITS:
There are no Outstanding deposits in terms of the companies (Acceptance
of Deposits) Rules, 1975.
9. BUSINESS:
The gross sales and other income for the financial year under review
were Rs. 8,57,512/ , the company is planning to take step ahead towards
fulfilling customer's need.
10. DIRECTORS
There are 3 (Three) directors on the Board of Directors of the Company.
By the terms of Articles of Association, Mr. Babulal Jain was liable to
retire by rotation at the ensuing Annual General Meeting and being
eligible, offer himself for reappointment.
On 12th July 2009 Mr. Pramod Gadia was appointed as Independent Non
Executive Director.
On 20th July 2009 Mr. Sanjay Jain, Independent Non Executive Director
of the Company resigned.
The Directors place on record their sincere appreciation to Mr. Sanjay
Jain for the valuable services and contribution rendered to the Company
during his tenure as director of the Company.
11. DIRECTOR'S RESPONSIBILITY STATEMENT:
As stipulated in Sections 217(2AA) of the Companies Act, 1956, your
Directors subscribe to the "Director's Responsibility Statement" and
confirm that:- 1) In preparation of the annual accounts, the applicable
Accounting Standards have been followed along with proper explanation
relating to the material departures;
2) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit of
the company for the year under review;
3) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
4) The Directors have prepared the annual accounts for the year ended
March 31, 2009, on a going concern basis.
12. CODE OF CONDUCT COMPLIANCE
Pursuant to Clause-49 of the Listing Agreement entered with the Bombay
Stock Exchange Limited, the declaration signed by the Managing Director
affirming compliance with the Code of Conduct by the Director's for the
financial year 2008-09 is annexed and forms part of the Directors and
Corporate Governance Report.
13. CORPORATE GOVERNANCE:
Report on Corporate Governance as required under Clause-49, of the
Listing Agreement with the Stock Exchanges, forms part of the Annual
Report.
A Certificate from the Auditors of the Company M/s. S. N. Kabra & Co.,
Chartered Accountants, confirming compliance with the conditions of
Corporate Governance as stipulated under the aforesaid Clause-49, and
Management Discussion and Analysis forms part of the Annual Report.
14. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:
Report on Corporate Governance as required under Clause-49, of the
Listing Agreement with the Stock Exchanges, forms part of the Annual
Report.
15. CASH FLOW ANALYSIS:
In conformity with the provisions of clause 32 of the Listing Agreement
the Cash Flow Statement for the year ended March 31, 2009 is annexed
hereto.
16. PARTICULARS OF EMPLOYEES:
As there were no employees throughout the year under review who were in
receipt of remuneration exceeding Rs. 2, 00,000/- per month. Hence, no
statement is attached herewith as required in terms of section 217(2A)
of the Companies Act, 1956.
17. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:-
In terms of 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, on conservation of energy and technology
absorption are not applicable hence no disclosure is being made in this
regard.
During the year, there were no foreign exchange earnings and outgo.
18. CHANGE IN ADDRESS OF REGISTERERD OFFICE OF THE COMPANY
The Company has changed its registered office address to "62, M.G.ROAD,
SECUNDERABAD, HYDERABAD- 500003" for its administrative convenience.
19. ACKNOWLEDGEMENTS
Your Directors would like to place on record their sincere thanks to
the Company's clients, vendors, investors and bankers for their
continued support to the Company during the year.
By Order of the Board
For TRENDY KNITWEAR LIMITED
Date: 4th SEPTEMBER 2009
Place: Hyderabad Director Director
Mar 31, 2008
The Directors have pleasure in presenting their Thirteenth Annual
Report and Audited Statement of Accounts of the Company for the year
ended on March 31, 2008.
1. FINANCIAL PERFORMANCE:
(Amount) (Amount)
Rs. Rs.
2007-2008 2006-2007
Profit before depreciation and interest (10000) (410607)
Less: Depreciation Nil Nil
Less: Interest & Finance Charges Nil Nil
Profit/(loss) before tax (10000) (410607)
Less: Current Tax Nil Nil
Less: Deferred Tax/(Assets) Nil Nil
Less: Fringe Benefit Tax Nil Nil
Profit/(Loss) after taxation (10000) (410607)
Balance B/f from Last Year (4140094) (3729487)
Add: Excess / (Short) Provision for
taxation for Nil Nil
Earlier year written back
Balance carried forward (4150094) (4140094)
2. DIVIDEND:
Due to having accumulated losses of the Company Yours directors do not
recommends any dividend for the year.
3. FINANCIAL PERFORMANCE AND HIGHLIGHTS:
The gross sales and other income for the financial year under review
were NIL as against NIL for the previous financial year registering an
increase OF NIL. The LOSS before tax (after interest and depreciation
charges) of Rs. 10,000/- as against LOSS OF Rs. 4,10,607/- for the
previous year increasing by NIL and LOSS after tax of Rs.10,000/- as
against LOSS OF Rs. 410607/- for the previous year increasing by NIL
respectively.
4. OPERATION PLANS:
The Company was not in operation due to market recession and
unavoidable circumstances however now the company is planning to take
step ahead towards fulfilling customer's need of premium products.
5. ENVIRONMENT AND POLLUTION CONTROL:
As the Company is not in operation hence the term relating to
compliance with all relevant statutes relating to the environment and
pollution control in the area of environment are not applicable.
6. STATUTORY AUDITORS:
M/s. S. N. Kabra & Co. Chartered Accountants, being eligible for
re-appointment. Members are requested to appoint the Auditors for the
current year and fix their remuneration.
7. AUDITORS' REPORT:
The Auditors' Report to the Shareholders does not contain any
reservation, qualification or adverse remark.
8. PUBLIC DEPOSITS:
There are no Outstanding deposits in terms of the companies (Acceptance
of Deposits) Rules, 1975.
9. BUSINESS:
As the company was not in the operations.
10. DIRECTORS
There are 3 (Three) directors on the Board of Directors of the Company.
By the terms of Articles of Association, Mr. Jai Prakash Jagetia was
liable to retire by rotation at the ensuing Annual General Meeting and
being eligible, offer himself for reappointment.
11. DIRECTOR'S RESPONSIBILITY STATEMENT:
As stipulated in Sections 217(2AA) of the Companies Act, 1956, your
Directors subscribe to the "Director's Responsibility Statement" and
confirm that:- 1) In preparation of the annual accounts, the applicable
Accounting Standards have been followed along with proper explanation
relating to the material departures;
2) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit of
the company for the year under review;
3) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
4) The Directors have prepared the annual accounts for the year ended
March 31, 2008, on a going concern basis.
12. CODE OF CONDUCT COMPLIANCE
Pursuant to Clause-49 of the Listing Agreement entered with the Bombay
Stock Exchange Limited/Hyderabad Stock Exchange & Ahmedabad Stock
Exchange, the declaration signed by the CFO affirming compliance with
the Code of Conduct by the Director's and senior management personnel,
for the financial year 2007-08 is annexed and forms part of the
Directors and Corporate Governance Report.
13. CORPORATE GOVERNANCE:
Report on Corporate Governance as required under Clause-49, of the
Listing Agreement with the Stock Exchanges, forms part of the Annual
Report. A Certificate from the Auditors of the Company M/s. S. N. Kabra
& Co., Chartered Accountants, confirming compliance with the conditions
of Corporate Governance as stipulated under the aforesaid Clause-49,
and Management Discussion and Analysis forms part of the Annual Report.
14. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:
Report on Corporate Governance as required under Clause-49, of the
Listing Agreement with the Stock Exchanges, forms part of the Annual
Report.
15. CASH FLOW ANALYSIS:
In conformity with the provisions of clause 32 of the Listing Agreement
the Cash Flow Statement for the year ended March 31, 2008 is annexed
hereto.
16. PARTICULARS OF EMPLOYEES:
As there were no employees throughout the year under review who were in
receipt of remuneration exceeding Rs. 2, 00,000/- per month. Hence, no
statement is attached herewith as required in terms of section 217(2A)
of the Companies Act, 1956.
17. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:-
In terms of 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, on conservation of energy and technology
absorption are not applicable hence no disclosure is being made in this
regard.
During the year, there were no foreign exchange earnings and outgo as
per notes to accounts.
18. ACKNOWLEDGEMENTS
Your Directors would like to place on record their sincere thanks to
the Company's clients, vendors, investors and bankers for their
continued support to the Company during the year.
By Order of the Board
For TRENDY KNITWEAR LIMITED
Date: 4th SEPTEMBER 2008
Place: Hyderabad Director Director