Directors Report of Vertex Spinning Ltd.
Mar 31, 2015
Dear Members,
We have pleasure in presenting to you the Annual Report along with the
audited accounts for the year ended on 31st March 2015.
FINANCIAL RESULTS
(Amount in Rs.)
Particulars 31.03.2015 31.03.2014
Sales 28,96,884 8,022,259
Other Income - -
Increase / decrease in stock 24,52,737 6,049,181
Total expenditure 28,164,719 41,088,298
Profit before tax (25,267,834) (33,066,039)
Current Tax
Deferred tax liabilities (10,46,400) (441,347)
Profit after tax (24,221,434) (32,624,692)
REVIEW OF OPERATIONS AND FUTURE PROSPECTUS
In the backdrop of the financial crisis witnessed in the previous
financial years and the subsequent fallout, FY 2014-15 was an extremely
challenging year for your Company. The operations of the Company also
hit by the market sentiments and overall profitability of the company
is also shown downtrend during the year.
During the year under review the sales turnover of the Company come
down to Rs.28,96,884/- as compared to previous years of Rs.
80,22,259/-. Also the net Loss after tax also moved down from the last
year. The net loss after tax reduced during the year and stood at
Rs.24,221,434/-.
Your Company continues with its task to build businesses with long-term
goals based on its intrinsic strengths in terms of its powerful brands,
quality manufacturing prowess, distribution strengths and customer
relationships. To accelerate further value creation, your Company
continues to evaluate new areas of growth. The initiatives aimed at
rationalizing and streamlining operations, to bring about efficiencies
and reducing costs, remain top priority.
ASIA'S BIGGEST TEXTILE PARK AT NARDHANA, DIST. DHULE (MH.)
A BIRD EYE VIEW OF ASIA'S BIGGEST - VERTEX TEXTILE PARK & MEGA
INTEGRATED TOWNSHIP, NARDHANA, DIST. DHULE (MH.)
Initially MIDC was requested to allot 400 acres of land to Vertex on 1
September 2006 for a textile park in Nardhana. Thereafter MIDC offered
the same to Vertex on November 3, 2006. Consequently on December 28,
2006 an MOU was signed by the MIDC CEO, Mr. Jalota and the Vertex CEO,
Mr. Suresh Sharma. Advance possession of land took place on January 2,
2007.
The status of MEGA PROJECT came about to be conferred on Vertex
Spinning Limited by the Government of Maharashtra on 29 September 2007.
This was signed by the principal Secretary, Mr. Jayrath in the presence
of Mr. Ashok Chavan then Minister of Industries and present Chief
Minister of Maharashtra, and Mr. Satish Chavan, Textile Minister of the
Government of Maharashtra. Registration of the lease deed for 99 years
took place on August 8, 2008. Subsequently the VERTEX INTERGRATED
TEXTILES PARK plan layout was approved on 12 February 2009.
MIDC on 3rd July 2009 reached water on site from the Tapi Basin, MIDC
installed a 5 Megawatt Power Station in the month of August 2009, which
will be handed over to the MSEB for supply of power in November 2009.
Maharashtra accounts for 25% or 65 million kilograms of the India's
total cotton production. This important region produces 17% of cotton
yarn on 16.6 spindles of country's total installed capacity. The State
has the largest number of 100% Export Oriented units, that's more than
560 or 22% of the country's EOU. The state also accounts for 30% of the
Country's exports which amounts to more than Rs. 897 billion.
These statistics are witness to how the VERTEX INTEGRATED TEXTILE PARK
and the prospective associated are to benefit from not just another
textile park, but an INTEGRATED TEXTILES PARK in Nardhana a place in a
region formerly known as Khandesh before Marathas.
10 Kilometres of internal roads, a 5 Megawatt MSEB sub-station out of
the planned 100, water facilities, street lamps etc. are already in
place. This township offers readymade galas starting from 5000 square
ft. to larger made to order sheds, industrial buildings and factories
depending on individual needs.
Also on offer are attractive investment opportunities in the Commercial
Facility Centre (CFC) for a Club House and Gym, Hospitals and Nursing
Homes, Banks and ATMs, Hotels and Food Courts, and Schools and
Colleges.
Generously spread out between latitude 20 38' to 21 61' N and longitude
73 50' to 75 11'. Nardhana spans across 8061 Square Kilometres. The
Satpuda Hills bound the region in the north. The height varying between
300 to 600 meters above sea level makes for cooler dispositions.
The Tapi Basin supplies water to the region, which has a population of
7,19,785 lacs. The Dhule talukas sub-divisions has approx 168 villages.
Nearby, Sakri accounts for more than 225 villages. Shirpur accommodates
138 villages, while Shinkheda another sub division has around 143
villages.
The National Highway NH6 from Surat to Nagpur, the NH3 from Mumbai to
Agra, and the NH-211 from Dhule to Sholapur make Nardhan, primarily a
cotton growing area, central to the nation's textile industry.
The NARDHANA VERTEX INTEGRATED TEXTILES PARK stands to be the first
MIDC level Private Sector Industrial Park. The Park also happens to be
the first Private Sector Industrial Park to have 1 FSI (Floor Space
Index) for the plot area. With 99years lease hold on properly,
permissions have been also been granted for hypothecation of land and
building to financial institutions.
The park also has an extra street radial feeder power supply. There are
registered plant and machinery suppliers on site. The project aims to
build valuable Foreign Exchange.
Finished products can be display at the facilities made available here.
Arrangements of Contractors, Architects, Electrical Suppliers, and
Contractors have been made. The park fails under the octroi free zone.
There are stamp duty exemptions unit.
MIDC has approved the town planning layout. Effluent Treatment Plant
(ETPs), Sewage Treatment Plants (STPs), and Distributed Effluent
Treatment Plant (DETP) Systems are part of the park.
An 18 meters or 60 feet wide CC Road with footpath and street light
hopes to keep the town bustling with activity. A 12 meters or 40 feet
wide CC Internal Road hopes to keep the place well connected. The park
has a well-planned duct drench System for utilities. 15% green space
has been allocated to keep the project, environment friendly.
Local Bus and State Transportation facilities are on the charts. The
project promises case to basis, height and margin relaxation. The
township ensures low maintenance cast with a healthy atmosphere. Basic
infrastructure here includes, Compound Lancing for Security , Drainage
System, Sewage Collation and Dumping System, Solid Waste Collation and
Dumping System, , Power Sub-Station and Distribution Systems, Water
Storage and Distribution System, Street Lighting Water Harvesting,
Storm Water Management, Landscape Gardens, a 5 Star Hotel, an
Engineering Collage and a Medical College with a 300 bed Hospital, a
Police Station, a Bus Terminal, Rickshaw Stands, Car Parks a Truck
Terminal along with Weighing Scales, Petrol, Diesel, and Gas Pump
Stations, Fire Lighting arrangements, and everything that's necessary
for smooth functioning.
As per plan, 64.58 percent of the allotted land comes under Sub plot
with measures up to 924071.21 square meters. 5.51 percent or 77098.78
square meters has been allocated for CFC or commercial plots. The open
spaces areas measure up to 140500.08 square meters which amounts to
10.03 percent of the land. 19.8 percent or 78329.83 square meters makes
up the total road area.
Woolen Hosiery, Cotton Knitted Fabric, Furs, Dying and Processing,
Woven Textiles, Shawls, Technical Textile, Spinning, Polyesters,
Worsteds, Acrylic, Texturising, Carpets Handlooms, Auto Looms, Sizing
Units, Cone Machinery, Washing, Banarasi Sari, Silks, Packaging,
Readymade Garments, Bulletproof.
Clothing, Flex Clothing, Multilayer Films, Tarpaulin, Tent House Cloth,
Poly Cotton Canvas, Road Fabric and Cloth, Fire Brigade Clothing,
Mineral Textiles, Aramid Clothing, Spandex Textiles, Lurex, Embossing
Rolls, Squeezing and Dying Plants, Spindle mfg, Adhesive Plants, Stick
Formulations, Weighing Scales, Screen Printer mfg, qots Grinding
Plants, Water Treatment Plant mfg, Manufacturing Computer mfg, Plastic
Plant mfg, Bobbin Plant mfg, Insulation Plant mfg, Paper Tubes mfg,
Industrial Lighting, Tools Pneumatic mfg, Humidification Plant and
Monitor mfg, Electrical Units, Compressors mfg, Frequency Inverter mfg,
Ginning and Processing mfg, Non Woven Textile, Printing, Chemicals,
Auto Corners and Blowers, Winding Plant mfg, Table Calendar Machines,
Testing Instrument mfg, Industrial Shoes mfg, Electrical Cable mfg,
Calendaring mfg, Hardware and Fasteners Units, Wrapping mfg, Weaver
Beams and CI Graded Hubs (foundry), Blankets mfg, Dyes and Chemicals
Plants, V-Belt mfg, Nuts, Springs, and Compressors mfg, Washing Plant
mfg, Carding, Drawing Units, Ginning Industries, and more are expected
to associate with this unique venture.
Here's how associates are going to benefit. All types of micro and
small units are allowed under the Industrial Promotion Subsidy 40%
fixed capital investment for 8 years. Under the same subsidy, all types
of medium and large units are allowed 25% fixed capital investment for
5 years.
Micro and small hosiery knitwear and ready garment units are allowed a
20 lacs limit for a period of 5 years. Electricity Duty Exemptions are
to be granted for a period of 15 years. In the Octroi Free Zone refund
of Octroi duties are on the charts. All units are to be allowed stamp
duty exemption upto March 31, 2012.
All units are also liable to a maximum of 5% interest subsidy on the
plant and machineries for Technology up gradation. All units are to
have subsidy on quality certification valued to the tune 50% expenses
upto 1 lac. Similarly all units are to have subsidy on patent
registration to the tune 50% expenses upto 5 years.
Take a look at the finance involved with the project. The total capital
outlay of the project estimates at Rupees 3990 Cr. (approx 883 Million
US Dollars) including investments in Land, Factory Building, Plant and
Machinery and common infrastructure and facilities.
NEW PLANT
Your Company is undertaking continuous endeavors for expansion of its
domestic and overseas customers by implementing new facilities. For
establishing manufacturing facilities. Your Company has started work
for its Nardhana Plant. The Company has already purchased land situated
at MIDC, Nardhana Industrial Area, Dist. Dhule and taking off
possession from MIDC Authorities. The power and water has reached to
the site and the company will start building construction activity
their.
DIVIDEND
In view of loss incurred in the current year and keeping in mind the
expansion plans of the Company and also to conserve the resources of
the Company and to utilize the resources for the Company's Mega Textile
Park at Nardhana, Dist. Dhule, the Board of Directors does not
recommend a dividend for the financial year 2014-15.
INSURANCE:
All the properties of the Company including buildings, plant and
machinery and stocks have been adequately insured.
FIXED DEPOSITS
During the year under review, the Company has not accepted any fixed
deposits and there are no fixed deposits, which are pending repayment.
SUBSIDIARY COMPANIES
Your Company does not have any subsidiary company during the year under
review
DIRECTORS
Shri Suresh Sharma is being liable for retire by rotation and offer
himself to appoint further as Director of the Company.
The brief particulars of Director, for which approval of members for
their appointment or re- appointment are sought, have been provided
below pursuant to Clause 49 of the Listing Agreement relating to
Corporate Governance.
REAPPOINTMENT / APPOINTMENT OF DIRECTORS:-
SHRI SURESH SHARMA, HAVE VAST KNOWLEDGE OF ACCOUNTS, AUDITING, TAXATION,
RESTRUCTURING, MANAGEMENT INFORMATION SYSTEM ETC. HE IS ASSOCIATED WITH
THE GROUP COMPANIES IN VARIOUS CAPACITIES AND HAVE ACQUIRED KNOWLEDGE
AND EXPERIENCE IN THE MANAGEMENT OF THE COMPANY.
Board Meeting
Five meetings of the Board of Directors were held during the year. For
further details, please refer report on Corporate Governance on page
no. of this Annual Report.
Declaration by Independent Director
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under the Act and Clause 49 of the
Listing Agreement with the Stock Exchanges.
The Company has devised a Policy for performance evaluation of
Independent Directors, Board, Committees and other individual Directors
which includes criteria for performance evaluation of the non-executive
directors and executive directors and a process of evaluation was
followed by the Board for its own performance and that of its
Committees and individual Directors.
The details of programs for familiarization of Independent Directors
with the Company, their roles, rights, responsibilities in the Company,
nature of the industry in which the Company operates, business model of
the Company and related matters are put up on the website of the
Company.
Directors' Responsibility statement:
The Directors' Responsibility Statement referred to in clause (c) of
sub-section (3) shall state thatÂ
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) The directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern
basis; and
(e) The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
Nomination & remuneration Committee
The Board constituted a Nomination and Remuneration Committee comprising
of Mr. Samar Mohapatra, , Mr. Shiv Kumar Misra and Mr. Surendra Mungee
Refer Page no. of Corporate Governance report for details.
Corporate Governance:
The Company has complied with the requirements of the Code of Corporate
Governance as stipulated in clause 49 of the listing agreement with the
stock exchanges. A Report on Corporate Governance along with
Certification by the Managing Director is attached to this Directors'
Report.
A Certificate from the Auditors of the Company regarding compliance of
the conditions of Corporate Governance as stipulated by clause 49 of
the listing agreement is attached to this Directors' Report.
Auditors:
The statutory auditors of the Company M/s. Ashish Vyas & Co, Dewas,
retire at the conclusion of the ensuing Annual General Meeting. The
retiring auditors have furnished a certificate under Sec. 139 (1) of
the Companies Act, 2013 confirming their eligibility for reappointment.
The Auditor Report for the financial year ended March 31, 2015 is
annexed herewith and is part of the Annual Report.
Employee Relations:
The relations between the employees and management continued to be
cordial during the year.
Particulars of Employees and related disclosures:
No employee of the company is drawing remuneration in excess of the
limits set out in terms of the provisions of Section 197 (12) of the
Act read with Rules 5(2) and 5(3) of the Companies Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
Particulars as required under section 134(3) (m) of the companies act,
2013 read with the companies (Accounts) Rules, 2014:
1. Conservation of Energy, Technology Absorption:
The particulars regarding the disclosure of the conservation of energy,
technology absorption, as required under section 134(3) (m) of the
companies act, 2013 read with the companies (Accounts) Rules, 2014 are
given below.
a) Energy Conservation Measures Taken:
The Company continues to accord high priority to conserve the energy.
Details of some of the measures undertaken to optimize energy
conservation are.
Manufacturing plant of the company was not functional during the
reporting period.
2. Foreign Exchange Inflow & Outgo:
a) Activities relating to Exports, Initiatives taken to increase
Exports, Developments of new Export Market for products and Services
and Export Plans:
The Company has not undertaken any export activities. The company is
looking out for Export Opportunities.
b) Total Foreign Exchange used and earned:
Used : Nil
Earned : Nil
Risk Management
During the year, your Directors have constituted a Risk Management
Committee which has been entrusted with the responsibility to assist
the Board in (a) Overseeing and approving the Company's enterprise wide
risk management framework; and (b) Overseeing that all the risks that
the organization faces such as strategic, financial, credit, market,
liquidity, security, property, IT, legal, regulatory, reputational and
other risks have been identified and assessed and there is an adequate
risk management infrastructure in place capable of addressing those
risks. A Group Risk Management Policy was reviewed and approved by the
Committee.
The Company manages, monitors and reports on the principal risks and
uncertainties that can impact its ability to achieve its strategic
objectives. The Company's management systems, organizational
structures, processes, standards, code of conduct and behaviors
together form the Reliance Management System (RMS) that governs how the
Group conducts the business of the Company and manages associated
risks.
The Company has introduced several improvements to Integrated
Enterprise Risk Management, Internal Controls Management and Assurance
Frameworks and processes to drive a common integrated view of risks,
optimal risk mitigation responses and efficient management of internal
control and assurance activities. This integration is enabled by all
three being fully aligned across Group wide Risk Management, Internal
Control and Internal Audit methodologies and processes.
Comments of the Board of Directors on Qualifications on Auditors
Reports:
Auditors Reports are self Explanatory and does not require any comments
on this respect.
Board Comments on Secretarial Audit Qualifications:
Since there was no manufacturing activity is carried on by the Company
during last year, and the loss of business company cannot give proper
attention to the legal and regulatory compliance matters. However
management is in the process of regularizing all legal and procedural
compliances.
Particulars of loans, guarantees or investments under section 186:
Company has not provided any loans ,made investments , Given guarantees
and provided securities during the previous year.
Related Party Transaction under sub-section (1) of section 188:
During the year, the Company had not entered into any contract /
arrangement / transaction with related parties which could be
considered material in accordance with the policy of the Company on
materiality related party transactions.
Acknowledgments:
The Management is grateful to the Regulatory Authorities, Share
holders, Company's Bankers, Financial Institutions, Insurance
Companies, Investors, Clients, Business Associates for their continued
support and co-operation.
The Directors also wish to place on record their appreciation for the
co-operation, active involvement and dedication of the employees.
For and on behalf of the Board of Directors
Suresh Sharma
Chairman
Place: Mumbai
Date: 01st September 2015
Registered Office:
1011, Embassy Centre, 207,
Nariman Point, Mumbai-400 021.
Mar 31, 2013
To The Members,
The have pleasure in presenting to you the Annual Report along with the
audited accounts for the year ended on 31st March 2013.
FINANCIAL RESULTS
(Amount in Rs.)
"Particulars 31.03.2013 31.03.2012
Sales 40,040,000 38,70,42,129
Other Income
Increase / decrease in stock 9.00 1,71,613
Total expenditure 55,847,104 417,998,310
Profit before tax (15,807,104) (30,956,181)
Current Tax _
Deferred tax liabilities
(849,981) 10,53,992
Profit after tax 14,957,123 (29,902,189)
DIVIDEND
Keeping in mind the expansion plans of the Company and also to conserve
the resources of the Company and to utilize the resources for the
Company''s Mega Textile Park at Nardhana, Dist. Dhule, the Board of
Directors does not recommend a dividend for the financial year 2012-13.
REVIEW OF OPERATIONS AND FUTURE PROSPECTUS
In the backdrop of the financial crisis witnessed in the previous
financial years and the subsequent fallout, FY 2012-13 was an extremely
challenging year for your Company. The operations of the Company also
hit by the market sentiments and overall profitability of the company
is also shown downtrend during the year.
During the year under review the sales turnover of the Company changes
to Rs.40,040,000/- as compared to previous years of Rs. 387,042,129/-.
Also the net profit/Loss after tax also moved down from the last year.
The net loss after tax reduced during the year and stood at Rs.
14,957,123/-.
Your Company continues with its task to build businesses with long-term
goals based on its intrinsic strengths in terms of its powerful brands,
quality manufacturing prowess, distribution strengths and customer
relationships. To accelerate further value creation, your Company
continues to evaluate new areas of growth. The initiatives aimed at
rationalizing and streamlining operations, to bring about efficiencies
and reducing costs, remain top priority.
Initially MIDC was requested to allot 400 acres of land to Vertex on 1
September 2006 for a textile park in Nardhana. Thereafter MIDC offered
the same to Vertex on November 3, 2006. Consequently on December 28,
2006 an MOU was signed by the MIDC CEO, Mr. Jalota and the Vertex CEO,
Mr. Suresh Sharma. Advance possession of land took place on January 2
2007. J ''
The status of MEGA PROJECT came about to be conferred on Vertex
Spinning Limited by the Government of Maharashtra on 29 September 2007.
This was signed by the principal Secretary, Mr. Jayrath in the presence
of Mr. Ashok Chavan then Minister of Industries and present Chief
Minister of Maharashtra, and Mr. Satish Chavan, Textile Minister of the
Government of Maharashtra. Registration of the lease deed for 99 years
took place on August 8, 2008. Subsequently the VERTEX INTERGRATED
TEXTILES PARK plan layout was approved on 12 February 2009.
MIDC on 3rd July 2009 reached water on site from the Tapi Basin, MIDC
installed a 5 Megawatt Power Station in the month of August 2009, which
will be handed over to the MSEB for supply of power in November 2009.
Maharashtra accounts for 25% or 65 million kilograms of the India''s
total cotton production. This important region produces 17% of cotton
yam on 16.6 spindles of country s total installed capacity. The State
has the largest number of 100% Export Oriented units, that''s more
than 560 or 22% of the country''s EOU. The state also accounts for 30%
of the Country''s exports which amounts to more than Rs. 897 billion.
These statistics are witness to how the VERTEX INTEGRATED TEXTILE PARK
and the prospective associated are to benefit from not just another
textile park, but an INTEGRATED TEXTILES PARK in Nardhana a place in a
region formerly known as Khandesh before Marathas.
10 Kilometres of internal roads, a 5 Megawatt MSEB sub-station out of
the planned 100, water facilities, street lamps etc. are already in
place. This township offers readymade galas starting from 5000 squares
ft. to larger made to order sheds, industrial buildings and factories
depending on individual needs.
Also on offer are attractive investment opportunities in the Commercial
Facility Centre (CFC) for a Club House and Gym, Hospitals and Nursing
Homes, Banks and ATMs, Hotels and Food Courts, and Schools and
Colleges.
Generously spread out between latitude 20 38'' to 21 61'' N and
longitude 73 50'' to 75 11''. Nardhana spans across 8061 Square
Kilometres. The Satpuda Hills bound the region in the north. The height
varying between 300 to 600 meters above sea level makes for cooler
dispositions.
The Tapi Basin supplies water to the region, which has a population of
7, 19,785 lacs. The Dhule talukas sub-divisions has approx 168
villages. Nearby, Sakri accounts for more than 225 villages. Shirpur
accommodates 138 villages, while Shinkheda another sub division has
around 143 villages.
The National Highway NH6 from Surat to Nagpur, the NH3 from Mumbai to
Agra, and the NH-211 from Dhule to Sholapur make Nardhan, primarily a
cotton growing area, central to the nation''s textile industry.
The NARDHANA VERTEX INTEGRATED TEXTILES PARK stands to be the first
MIDC level Private Sector Industrial Park. The Park also happens to be
the first Private Sector Industrial Park to have 1 FSI (Floor Space
Index) for the plot area. With 99years lease hold on properly,
permissions have been also been granted for hypothecation of land and
building to financial institutions.
The park also has an extra street radial feeder power supply. There are
registered plant and machinery suppliers on site. The project aims to
build valuable Foreign Exchange.
Finished products can be display at the facilities made available here.
Arrangements of Contractors, Architects, Electrical Suppliers, and
Contractors have been made. The park fails under the octroi free zone.
There are stamp duty exemptions unit.
MIDC has approved the town planning layout. Effluent Treatment Plant
(ETPs), Sewage Treatment Plants (STPs), and Distributed Effluent
Treatment Plant (DETP) Systems are part of the park. .
An 18 meters or 60 feet wide CC Road with footpath and street light
hopes to keep the town bustling with activity. A 12 meters or 40 feet
wide CC Internal Road hopes to keep the place well connected. The park
has a well-planned duct drench System for utilities. 15% green space
has been allocated to keep the project, environment friendly.
Local Bus and State Transportation facilities are on the charts. The
project promises case to basis, height and margin relaxation. The
township ensures low maintenance cast with a healthy atmosphere. Basic
infrastructure here includes, Compound Lancing for Security , Drainage
System, Sewage Collation and Dumping System, Solid Waste Collation and
Dumping System, , Power Sub-Station and Distribution Systems, Water
Storage and Distribution System, Street Lighting Water Harvesting,
Storm Water Management, Landscape Gardens, a 5 Star Hotel, an
Engineering Collage and a Medical College with a 300 bed Hospital, a
Police Station, a Bus Terminal, Rickshaw Stands, Car Parks a Truck
Terminal along with Weighing Scales, Petrol, Diesel, and Gas Pump
Stations, Fire Lighting arrangements, and everything that''s necessary
for smooth functioning.
As per plan, 64.58 percent of the allotted land comes under Sub plot
with measures up to 924071.21 square meters. 5.51 percent or 77098.78
square meters has been allocated for CFC or commercial plots. The open
spaces areas measure up to 140500.08 square meters which amounts to
10.03 percent of the land. 19.8 percent or 78329.83 square meters makes
up the total road area.
Woolen Hosiery, Cotton Knitted Fabric, Furs, Dying and Processing,
Woven Textiles, Shawls, Technical Textile, Spinning, Polyesters,
Worsteds, Acrylic, Texturising, Carpets Handlooms, Auto Looms, Sizing
Units, Cone Machinery, Washing, Banarasi Sari, Silks, Packaging,
Readymade Garments, Bulletproof.
Clothing, Flex Clothing, Multilayer Films, Tarpaulin, Tent House Cloth,
Poly Cotton Canvas, Road Fabric and Cloth, Fire Brigade Clothing,
Mineral Textiles, Aramid Clothing, Spandex Textiles, Lurex, Embossing
Rolls, Squeezing and Dying Plants, Spindle mfg, Adhesive Plants, Stick
Formulations, Weighing Scales, Screen Printer mfg, qots Grinding
Plants, Water Treatment Plant mfg, Manufacturing Computer mfg, Plastic
Plant mfg, Bobbin Plant mfg, Insulation Plant mfg, Paper Tubes mfg,
Industrial Lighting, Tools Pneumatic mfg, Humidification Plant and
Monitor mfg, Electrical Units, Compressors mfg, Frequency Inverter mfg,
Ginning and Processing mfg, Non Woven Textile, Printing, Chemicals,
Auto Comers and Blowers, Winding Plant mfg, Table Calendar Machines,
Testing Instrument mfg, Industrial Shoes mfg, Electrical Cable mfg,
Calendaring mfg, Hardware and Fasteners Units, Wrapping mfg, Weaver
Beams and Cl Graded Hubs (foundry), Blankets mfg, Dyes and Chemicals
Plants, V-Belt mfg, Nuts, Springs, and Compressors mfg, Washing Plant
mfg, Carding, Drawing Units, Ginning Industries, and more are expected
to associate with this unique venture.
Here''s how associates are going to benefit. All types of micro and
small units are allowed under the Industrial Promotion Subsidy 40%
fixed capital investment for 8 years. Under the same subsidy, all types
of medium and large units are allowed 25% fixed capital investment for
5 years.
Micro and small hosiery knitwear and ready garment units are allowed a
20 lacs limit for a period of 5 years. Electricity Duty Exemptions are
to be granted for a period of 15 years. In the Octroi Free Zone, refund
of Octroi duties are on the charts. All units are to be allowed stamp
duty exemption up to March 31, 2012.
All units are also liable to a maximum of 5% interest subsidy on the
plant and machineries for Technology up gradation. All units are to
have subsidy on quality certification valued to the tune 50% expenses
up to 1 lac. Similarly all units are to have subsidy on patent
registration to the tune 50% expenses up to 5 years.
Take a look at the finance involved with the project. The total capital
outlay of the project estimates at Rupees 3990 Cr. (approx 883 Million
US Dollars) including investments in Land, Factory Building, Plant and
Machinery and common infrastructure and facilities.
NEW PLANT
Your Company is undertaking continuous endeavors for expansion of its
domestic and overseas customers by implementing new facilities. For
establishing manufacturing facilities. Your Company has started work
for its Nardhana Plant. The Company has already purchased land situated
at MIDC, Nardhana Industrial Area, Dist. Dhule and taking off
possession from MIDC Authorities. The power and water has reached to
the site and the company will start building construction activity
there. The company will expected to start production activity there in
the current Financial year 2012-13.
DIRECTORS
Shri Sachin Sharma and Shri S.B. Mohapatra are being liable for retire
by rotation and offer them self to appoint further as Director of the
Company.
The brief particulars of all Directors, for which approval of members
for their appointment or re-appointment are sought, have been provided
below pursuant to Clause 49 of the Listing Agreement relating to
Corporate Governance.
REAPPOINTMENT / APPOINTMENT OF DIRECTORS:-
ATTHE ENSUING ANNUAL GENERAL MEETING, SHRI SACHIN SHARMA AND SHRI S. B.
MOHAPATRA, DIRECTORS OF THE COMPANY ARE LIABLE FOR RETIRE BY ROTATION
AND ELIGIBLE OFFER THEMSELVES FOR REAPPOINTMENT.
PURSUANT TO CLAUSE 49 (VI) (A) OF THE LISTING AGREEMENT RELATING TO THE
CODE OF CORPORATE GOVERNANCE, THE PARTICULARS OF AFORESAID DIRECTORS
ARE GIVEN BEL0W:-
SHRI SACHIN SHARMA AND SHRI S B MOHAPATRA , HAVE VAST KNOWLEDGE OF
ACCOUNTS, AUDITING, TAXATION, RESTRUCTURING, MANAGEMENT INFORMATION
SYSTEM ETC. THEY ARE ASSOCIATED WITH THE GROUP COMPANIES IN VARIOUS
CAPACITIES AND HAVE ACQUIRED KNOWLEDGE AND EXPERIENCE IN THE MANAGEMENT
OF THE COMPANY.
DIRECTORS* RESPONSIBILITY STATEMENT
Pursuant to the provisions of Sec 217(2AA) of Companies Act, 1956, the
Directors state that:
That in preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanations relating to
material departures, if any.
That 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 and of the profit of the
company for that period.
That the Directors have taken proper and sufficient care of 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.
That the Directors have prepared the annual accounts on a going concern
basis.
DEPOSITS
The company has not accepted any deposit from the public attracting the
provisions of Sec 58A of the Companies Act 1956.
AUDITORS
M/s. Ashish Vyas & Co., Chartered Accountants, Dewas, the retiring
auditor who have express their willingness for re-appointment.
Therefore M/s Ashish Vyas & Co., Chartered Accountants, Dewas, is
proposed by a member of the Company, to appoint as Auditor of the
Company. They have furnished a certificate to the effect that their
appointment if made, would be within the prescribed limits under Sec
224(1B) of the Companies Act 1956.
AUDITORS* REPORT
Report of the auditors and their observations and notes to the accounts
of the company for the year under review are attached herewith which
are self-explanatory and do not require further explanation.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. ADAPTATION AND
INNOVATION & FOREIGN EXCHANGE EARNING AND OUTGO
This information required to be given under section 217 (1) (c) of the
Companies Act, 1956 read with the Companies (Disclosure of particulars
in the Report of the Director) Rules 1988 is annexed herewith.
PARTICULARS OF EMPLOYEES
The information required under Sec 217(2A) of the Companies Act 1956 is
not given as there was no employee in receipt of remuneration during
the year, exceeding the limits prescribed by the Companies (Particulars
of Employees) Rules, 1975 as revised.
LISTING
Your Company continues to be listed on the Stock Exchange, Mumbai where
the Company''s Shares are being Traded. The Company has paid Listing
Fees for the year 2013- 14.
MANAGEMENT DISCUSSION AND ANALYSIS
Management discussion and Analysis Report is provided in separate
section and forming part of this report.
CORPORATE GOVERNANCE
Your Company believes that Corporate Governance is a voluntary code of
self discipline. In line with this policy, the Board of Directors
strongly believes that it is very important that the company follows
healthy Corporate Governance practices and reports to shareholders the
progress made on the various measures undertaken. Therefore, your
Directors have been reporting the initiatives on Corporate Governance
measures adopted by your company.
ACKNOWLEDGEMENT
The company has developed a very cordial, warm and close relationship
with the Investors, various Government and Semi-Government Departments,
Banks and Financial Institutions, Customers, Suppliers and other
service providers. The Board of Directors wish to gratefully
acknowledge the co-operation, assistance and guidance received from all
of them. The company could make the progress it has in these years due
to the dedication and creativity of its staff at all levels. The Board
of Directors wishes to place on record its warm appreciation for these
efforts.
For and on behalf of Board of Director
Sd/-
(Suresh Sharma)
Chairman
Place: Mumbai.
Date: 01/09/2013.
Mar 31, 2012
To The Members,
The have pleasure in presenting to you the Annual Report along with the
audited accounts for the year ended on 31st March 2012.
FINANCIAL RESULTS
(Amount in Rs.)
Particulars 31.03.2012 31.03.2011
Sales 38,70,42.129 73,60,41,865
Other Income -
Increase / decrease in stock 1 ,71,613 1,84,77,296
Total expenditure 417.998.310 747.162.008
Profit before tax (30,956,181) (11,120,143)
Provision for Taxation -
Provision of FBT -
Provision for Deferred tax liabilities 10,53,992 10,809,386
Profit after tax (29,902,189) (310,757)
DIVIDEND
Keeping in mind the expansion plans of the Company and also to conserve
the resources of the Company and to utilize the resources for the
Company''s Mega Textile Park at Nardhana, Dist. Dhule, the Board of
Directors does not recommend a dividend for the financial year 2011-12
REVIEW OF OPERATIONS AND FUTURE PROSPECTUS
In the backdrop of the financial crisis witnessed in the previous
financial years and the subsequent fallout, FY 2011-12 was an extremely
challenging year for your Company. The operations of the Company also
hit by the market sentiments and overall profitability of the company
is also shown downtrend during the year.
During the year under review the sales turnover of the Company changes
to Rs. 38,70,42.129/- as compared to previous years of Rs.
73,60,41,865/-. Also the net profit/Loss after tax also moved down from
the last year. The net loss after tax of Rs. (29,902,189) as compared
to previous year of Rs. (310,757).
Your Company continues with its task to build businesses with long-term
goals based on its intrinsic strengths in terms of its powerful brands,
quality manufacturing prowess, distribution strengths and customer
relationships. To accelerate further value creation, your Company
continues to evaluate new areas of growth. The initiatives aimed at
rationalizing and streamlining operations, to bring about efficiencies
and reducing costs, remain top priority.
ASIA''S BIGGEST TEXTILE PARK AT NARDHANA, DIST. DHULE (MH.)
A BIRD EYE VIEW OF ASIA''S BIGGEST - VERTEX TEXTILE PARK & MEGA
INTEGRATED TOWNSHIP, NARDHANA, DIST. DHULE (MH.)
Initially MIDC was requested to allot 400 acres of land to Vertex on 1
September 2006 for a textile park in Nardhana. Thereafter MIDC offered
the same to Vertex on November 3, 2006. Consequently on December 28,
2006 an MOU was signed by the MIDC CEO, Mr. Jalota and the Vertex CEO,
Mr. Suresh Sharma. Advance possession of land took place on January 2,
2007.
The status of MEGA PROJECT came about to be conferred on Vertex
Spinning Limited by the Government of Maharashtra on 29 September 2007.
This was signed by the principal Secretary, Mr. Jayrath in the presence
of Mr. Ashok Chavan then Minister of Industries and present Chief
Minister of Maharashtra, and Mr. Satish Chavan, Textile Minister of the
Government of Maharashtra. Registration of the lease deed for 99 years
took place on August 8, 2008. Subsequently the VERTEX INTERGRATED
TEXTILES PARK plan layout was approved on 12 February 2009.
MIDC on 3rd July 2009 reached water on site from the Tapi Basin, MIDC
installed a 5 Megawatt Power Station in the month of August 2009, which
will be handed over to the MSEB for supply of power in November 2009.
Maharashtra accounts for 25% or 65 million kilograms of the India''s
total cotton production. This important region produces 17% of cotton
yarn on 16.6 spindles of country''s total installed capacity. The
State has the largest number of 100% Export Oriented units, that''s
more than 560 or 22% of the country''s EOU. The state also accounts
for 30% of the Country''s exports which amounts to more than Rs. 897
billion.
These statistics are witness to how the VERTEX INTEGRATED TEXTILE PARK
and the prospective associated are to benefit from not just another
textile park, but an INTEGRATED TEXTILES PARK in Nardhana a place in a
region formerly known as Khandesh before Marathas.
10 Kilometres of internal roads, a 5 Megawatt MSEB sub-station out of
the planned 100, water facilities, street lamps etc. are already in
place. This township offers readymade galas starting from 5000 squares
ft. to larger made to order sheds, industrial buildings and factories
depending on individual needs.
Also on offer are attractive investment opportunities in the Commercial
Facility Centre (CFC) for a Club House and Gym, Hospitals and Nursing
Homes, Banks and ATMs, Hotels and Food Courts, and Schools and
Colleges.
Generously spread out between latitude 20 38'' to 21 61'' N and
longitude 73 50'' to 75 11''. Nardhana spans across 8061 Square
Kilometres. The Satpuda Hills bound the region in the north. The height
varying between 300 to 600 meters above sea level makes for cooler
dispositions.
The Tapi Basin supplies water to the region, which has a population of
7, 19,785 lacs. The Dhule talukas sub-divisions has approx 168
villages. Nearby, Sakri accounts for more than 225 villages. Shirpur
accommodates 138 villages, while Shinkheda another sub division has
around 143 villages.
The National Highway NH6 from Surat to Nagpur, the NH3 from Mumbai to
Agra, and the NH-211 from Dhule to Sholapur make Nardhan, primarily a
cotton growing area, central to the nation''s textile industry.
The NARDHANA VERTEX INTEGRATED TEXTILES PARK stands to be the first
MIDC level Private Sector Industrial Park. The Park also happens to be
the first Private Sector Industrial Park to have 1 FSI (Floor Space
Index) for the plot area. With 99years lease hold on properly,
permissions have been also been granted for hypothecation of land and
building to financial institutions.
The park also has an extra street radial feeder power supply. There are
registered plant and machinery suppliers on site. The project aims to
build valuable Foreign Exchange.
Finished products can be display at the facilities made available here.
Arrangements of Contractors, Architects, Electrical Suppliers, and
Contractors have been made. The park fails under the octroi free zone.
There are stamp duty exemptions unit.
MIDC has approved the town planning layout. Effluent Treatment Plant
(ETPs), Sewage Treatment Plants (STPs), and Distributed Effluent
Treatment Plant (DETP) Systems are part of the park.
An 18 meters or 60 feet wide CC Road with footpath and street light
hopes to keep the town bustling with activity. A 12 meters or 40 feet
wide CC Internal Road hopes to keep the place well connected. The park
has a well-planned duct drench System for utilities. 15% green space
has been allocated to keep the project, environment friendly.
Local Bus and State Transportation facilities are on the charts. The
project promises case to basis, height and margin relaxation. The
township ensures low maintenance cast with a healthy atmosphere. Basic
infrastructure here includes, Compound Lancing for Security , Drainage
System, Sewage Collation and Dumping System, Solid Waste Collation and
Dumping System, , Power Sub-Station and Distribution Systems, Water
Storage and Distribution System, Street Lighting Water Harvesting,
Storm Water Management, Landscape Gardens, a 5 Star Hotel, an
Engineering Collage and a Medical College with a 300 bed Hospital, a
Police Station, a Bus Terminal, Rickshaw Stands, Car Parks a Truck
Terminal along with Weighing Scales, Petrol, Diesel, and Gas Pump
Stations, Fire Lighting arrangements, and everything that''s necessary
for smooth functioning.
As per plan, 64.58 percent of the allotted land comes under Sub plot
with measures up to 924071.21 square meters. 5.51 percent or 77098.78
square meters has been allocated for CFC or commercial plots. The open
spaces areas measure up to 140500.08 square meters which amounts to
10.03 percent of the land. 19.8 percent or 78329.83 square meters makes
up the total road area.
Woolen Hosiery, Cotton Knitted Fabric, Furs, Dying and Processing,
Woven Textiles, Shawls, Technical Textile, Spinning, Polyesters,
Worsteds, Acrylic, Texturising, Carpets Handlooms, Auto Looms, Sizing
Units, Cone Machinery, Washing, Banarasi Sari, Silks, Packaging,
Readymade Garments, Bulletproof.
Clothing, Flex Clothing, Multilayer Films, Tarpaulin, Tent House Cloth,
Poly Cotton Canvas, Road Fabric and Cloth, Fire Brigade Clothing,
Mineral Textiles, Aramid Clothing, Spandex Textiles, Lurex, Embossing
Rolls, Squeezing and Dying Plants, Spindle mfg, Adhesive Plants, Stick
Formulations, Weighing Scales, Screen Printer mfg, qots Grinding
Plants, Water Treatment Plant mfg, Manufacturing Computer mfg, Plastic
Plant mfg, Bobbin Plant mfg, Insulation Plant mfg, Paper Tubes mfg,
Industrial Lighting, Tools Pneumatic mfg, Humidification Plant and
Monitor mfg, Electrical Units, Compressors mfg, Frequency Inverter mfg,
Ginning and Processing mfg, Non Woven Textile, Printing, Chemicals,
Auto Corners and Blowers, Winding Plant mfg, Table Calendar Machines,
Testing Instrument mfg, Industrial Shoes mfg, Electrical Cable mfg,
Calendaring mfg, Hardware and Fasteners Units, Wrapping mfg, Weaver
Beams and CI Graded Hubs (foundry), Blankets mfg, Dyes and Chemicals
Plants, V-Belt mfg, Nuts, Springs, and Compressors mfg, Washing Plant
mfg, Carding, Drawing Units, Ginning Industries, and more are expected
to associate with this unique venture.
Here''s how associates are going to benefit. All types of micro and
small units are allowed under the Industrial Promotion Subsidy 40%
fixed capital investment for 8 years. Under the same subsidy, all types
of medium and large units are allowed 25% fixed capital investment for
5 years.
Micro and small hosiery knitwear and ready garment units are allowed a
20 lacs limit for a period of 5 years. Electricity Duty Exemptions are
to be granted for a period of 15 years. In the Octroi Free Zone refund
of Octroi duties are on the charts. All units are to be allowed stamp
duty exemption upto March 31, 2012.
All units are also liable to a maximum of 5% interest subsidy on the
plant and machineries for Technology up gradation. All units are to
have subsidy on quality certification valued to the tune 50% expenses
upto 1 lac. Similarly all units are to have subsidy on patent
registration to the tune 50% expenses upto 5 years.
Take a look at the finance involved with the project. The total capital
outlay of the project estimates at Rupees 3990 Cr. (approx 883 Million
US Dollars) including investments in Land, Factory Building, Plant and
Machinery and common infrastructure and facilities.
NEW PLANT
Your Company is undertaking continuous endeavors for expansion of its
domestic and overseas customers by implementing new facilities. For
establishing manufacturing facilities. Your Company has started work
for its Nardhana Plant. The Company has already purchased land situated
at MIDC, Nardhana Industrial Area, Dist. Dhule and taking off
possession from MIDC Authorities. The power and water has reached to
the site and the company will start building construction activity
their. The company will expected to start production activity their in
the current Financial year 2012-13.
DIRECTORS
Shri Surendra Mungee and Shri Girija Prasad Sharma are being liable for
retire by rotation and offer them self to appoint further as Director
of the Company.
The brief particulars of all Directors, for which approval of members
for their appointment or re-appointment are sought, have been provided
below pursuant to Clause 49 of the Listing Agreement relating to
Corporate Governance.
REAPPOINTMENT / APPOINTMENT OF DIRECTORS:-
AT THE ENSUING ANNUAL GENERAL MEETING, SHRI SURENDRA MUNGEE AND SHRI
GIRIRAJ PRASAD SHARMA, DIRECTORS OF THE COMPANY ARE LIABLE FOR RETIRE
BY ROTATION AND ELIGIBLE OFFER THEMSELVES FOR REAPPOINTMENT.
PURSUANT TO CLAUSE 49 (VI) (A) OF THE LISTING AGREEMENT RELATING TO THE
CODE OF CORPORATE GOVERNANCE, THE PARTICULARS OF AFORESAID DIRECTORS
ARE GIVEN BELOW:-
SHRI SURENDRA MUNGEE AND SHRI GIRIRAJ PRASAD SHARMA, HAVE VAST
KNOWLEDGE OF ACCOUNTS, AUDITING, TAXATION, RESTRUCTURING, MANAGEMENT
INFORMATION SYSTEM ETC. THEY ARE ASSOCIATED WITH THE GROUP COMPANIES IN
VARIOUS CAPACITIES AND HAVE ACQUIRED KNOWLEDGE AND EXPERIENCE IN THE
MANAGEMENT OF THE COMPANY.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Sec 217(2AA) of Companies Act, 1956, the
Directors state that:
That in preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanations relating to
material departures, if any.
That 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 and of the profit of the
company for that period.
That the Directors have taken proper and sufficient care of 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.
That the Directors have prepared the annual accounts on a going concern
basis.
DEPOSITS
The company has not accepted any deposit from the public attracting the
provisions of Sec 58A of the Companies Act 1956.
AUDITORS
M/s. Ashish Vyas & Co., Chartered Accountants, Dewas, the retiring
auditor who have express their willingness for re-appointment.
Therefore M/s Ashish Vyas & Co., Chartered Accountants, Dewas, is
proposed by a member of the Company, to appoint as Auditor of the
Company. They have furnished a certificate to the effect that their
appointment if made, would be within the prescribed limits under Sec
224(1B) of the Companies Act 1956.
AUDITORS'' REPORT
Report of the auditors and their observations and notes to the accounts
of the company for the year under review are attached herewith which
are self-explanatory and do not require further explanation.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADAPTATION AND
INNOVATION & FOREIGN EXCHANGE EARNING AND OUTGO
This information required to be given under section 217 (1) (c) of the
Companies Act, 1956 read with the Companies (Disclosure of particulars
in the Report of the Director) Rules 1988 is annexed herewith.
PARTICULARS OF EMPLOYEES
The information required under Sec 217(2A) of the Companies Act 1956 is
not given as there was no employee in receipt of remuneration during
the year, exceeding the limits prescribed by the Companies (Particulars
of Employees) Rules, 1975 as revised.
LISTING
Your Company continues to be listed on the Stock Exchange, Mumbai where
the Company''s shares are being traded. The Company has paid Listing
Fees for the year 2012- 13.
MANAGEMENT DISCUSSION AND ANALYSIS
Management discussion and Analysis Report is provided in separate
section and forming part of this report.
CORPORATE GOVERNANCE
Your Company believes that Corporate Governance is a voluntary code of
self discipline. In line with this policy, the Board of Directors
strongly believes that it is very important that the company follows
healthy Corporate Governance practices and reports to shareholders the
progress made on the various measures undertaken. Therefore, your
Directors have been reporting the initiatives on Corporate Governance
measures adopted by your company.
ACKNOWLEDGEMENT
The company has developed a very cordial, warm and close relationship
with the Investors, various Government and Semi-Government Departments,
Banks and Financial Institutions, Customers, Suppliers and other
service providers. The Board of Directors wish to gratefully
acknowledge the co-operation, assistance and guidance received from all
of them. The company could make the progress it has in these years due
to the dedication and creativity of its staff at all levels. The Board
of Directors wishes to place on record its warm appreciation for these
efforts.
For and on behalf of Board of Director
Sd/-
Suresh Sharma
Chairman
Place: Mumbai.
Date: 31/08/2012.
Mar 31, 2011
We have pleasure in presenting to you the Annual Report along with the
audited accounts for the year ended on 31st March 2011.
FINANCIAL RESULTS
(Amount in Rs.)
Particulars 31.03.2011 31.03.2010
Sales 73,60,41,865 93,40,29,917
Other 5,23,700
Income
Increase / 1,84,77,296 75,34,773
decrease in stock
Total 765,639,304 939,944,027
expenditure
Profit (11,120,143) 21,44,363
before tax
Provision 355,000
for Taxation
Provision of
FBT
Provision
for Deferred 10,809,386 5,591,145
tax liabilities
Profit after (310,758) (3,801,782)
tax
DIVIDEND
Keeping in mind the expansion plans of the Company and also to conserve
the resources of the Company and to utilize the resources for the
Company's Mega Textile Park at Nardhana, Dist. Dhule, the Board of
Directors does not recommend a dividend for the financial year 2010-11
REVIEW OF OPERATIONS AND FUTURE PROSPECTUS
In the backdrop of the financial crisis witnessed in the previous
financial year and the subsequent fallout, FY 2011 was an extremely
challenging year for your Company. However, the resilience and
inherent strengths of your Company's brands, quality manufacturing
and deep network relationships enabled your Company to weather the
downturn and achieve better performance in FY 2011.
During the year under review the sales turnover of the Company changes
to Rs. 73,60,41,865/- as compared to previous years of Rs.
93,40,29,917/-. However the net profit/Loss after tax also shows
recover mode from the last year recession mania. The net loss after tax
of Rs. (310,758) as compared to previous year of Rs. (3,801,782).
Your Company continues with its task to build businesses with long-term
goals based on its intrinsic strengths in terms of its powerful brands,
quality manufacturing prowess, distribution strengths and customer
relationships. To accelerate further value creation, your Company
continues to evaluate new areas of growth. The initiatives aimed at
rationalizing and streamlining operations, to bring about efficiencies
and reducing costs, remain top priority.
ASIA'S BIGGEST TEXTILE PARK AT NARDHANA, DIST. DHULE (MH.)
A BIRD EYE VIEW OF ASIA'S BIGGEST - VERTEX TEXTILE PARK & MEGA
INTEGRATED TOWNSHIP, NARDHANA, DIST DHULE (MH)
Initially MIDC was requested to allot 400 acres of land to Vertex on 1
September 2006 for a textile park in Nardhana. Thereafter MIDC offered
the same to Vertex on November 3, 2006. Consequently on December 28,
2006 an MOU was signed by the MIDC CEO, Mr. Jalota and the Vertex CEO,
Mr. Suresh Sharma. Advance possession of land took place on January 2,
2007.
The status of MEGA PROJECT came about to be conferred on Vertex
Spinning Limited by the Government of Maharashtra on 29 September 2007.
This was signed by the principal Secretary, Mr. Jayrath in the presence
of Mr. Ashok Chavan then Minister of Industries and present Chief
Minister of Maharashtra, and Mr. Satish Chavan, textile Minister of the
Government of Maharashtra. Registration of the lease deed for 99 years
took place on August 8, 2008. Subsequently the VERTEX INTERGRATED
TEXTILES PARK plan layout was approved on 12 February 2009.
MIDC on 3rd July 2009 reached water on site from the Tapi Basin, MIDC
installed a 5 Megawatt Power Station in the month of August 2009, which
will be handed over to the MSEB for supply of power in November 2009.
Maharashtra accounts for 25% or 65 million kilograms of the India's
total cotton production. This important region produces 17% of cotton
yarn on 16.6 spindles of country's total installed capacity. The
State has the largest number of 100% Export Oriented units, that's
more than 560 or 22% of the country's EOU. The state also accounts
for 30% of the Country's exports which amounts to more than Rs. 897
billion.
These statistics are witness to how the VERTEX INTEGRATED TEXTILE PARK
and the prospective associated are to benefit from not just another
textile park, but an INTEGRATED TEXTILES PARK in Nardhana a place in a
region formerly known as Khandesh before Marathas.
10 Kilometres of internal roads, a 5 Megawatt MSEB sub-station out of
the planned 100, water facilities, street lamps etc. are already in
place. This township offers readymade galas starting from 5000 squares
ft. to larger made to order sheds, industrial buildings and factories
depending on individual needs.
Also on offer are attractive investment opportunities in the Commercial
Facility Centre (CFC) for a club house and gym, hospitals and nursing
homes, banks and ATMs, hotels and food courts, and schools and
colleges.
Generously spread out between latitude 20 38' to 21 61' N and
longitude 73 50' to 75 11'. Nardhana spans across 8061 Square
Kilometres. The Satpuda Hills bound the region in the north. The height
varying between 300 to 600 meters above sea level makes for cooler
dispositions.
The Tapi Basin supplies water to the region, which has a population of
7,19,785 lacs. The Dhule talukas sub-divisions has approx 168 villages.
Nearby, Sakri accounts for more than 225 villages. Shirpur accommodates
138 villages, while Shinkheda another sub division has around 143
villages.
The National Highway NH6 from Surat to Nagpur, the NH3 from Mumbai to
Agra, and the NH-211 from Dhule to Solapur make Nardhan, primarily a
cotton growing area, central to the nation's textile industry.
The NARDHANA VERTEX INTEGRATED TEXTILES PARK stands to be the first
MIDC level private sector Industrial Park. The Park also happens to be
the first private sector industrial park to have 1 FSI (Floor Space
Index) for the plot area. With 99years lease hold on properly,
permissions have been also been granted for hypothecation of land and
building to financial institutions.
The park also has an extra street radial feeder power supply. There are
registered plant and machinery suppliers on site. The project aims to
build valuable Foreign Exchange.
Finished products can be display at the facilities made available here.
Arrangement of contractors, architects, electrical suppliers, and
contractors have been made. The park fails under the octroi free zone.
There are stamp duty exemptions unit.
MIDC has approved the town planning layout. Effluent Treatment Plant
(ETPs), Sewage treatment Plants (STPs), and distributed Effluent
Treatment Plant (DETP) Systems are part of the park.
An 18 meters or 60 feet wide CC Road with footpath and street light
hopes to keep the town bustling with activity. A 12 meters or 40 feet
wide CC Internal Road hopes to keep the place well connected. The park
has a well-planned duct drench System for utilities. 15% green space
has been allocated to keep the project, environment friendly.
Local Bus and state Transportation facilities are on the charts. The
project promises case to basis, height and margin relaxation. The
township ensures low maintenance cast with a healthy atmosphere. Basic
infrastructure here includes, compound lancing for security , drainage
system, sewage collation and dumping system, solid waste collation and
dumping system, , power sub-station and distribution systems, water
storage and distribution system, street lighting water harvesting,
storm water management, landscape gardens, a 5 star hotel, an
engineering collage and a medical college with a 300 bed hospital, a
police Station, a bus terminal, rickshaw stands, car parks a truck
terminal along with weighing scales, petrol, diesel, and gas pump
stations, fire lighting arrangements, and everything that's necessary
for smooth functioning.
As per plan, 64.58 percent of the allotted land comes under Sub plot
with measures up to 924071.21 square meters. 5.51 percent or 77098.78
square meters has been allocated for CFC or commercial plots. The open
spaces areas measure up to 140500.08 square meters which amounts to
10.03 percent of the land. 19.8 percent or r78329.83 square meters
makes up the total road area.
Woolen hosiery, cotton knitted fabric, furs, dying and processing,
woven textiles, shawls, technical textile, spinning, polyesters,
worsteds, acrylic, texturising, carpets handlooms, auto looms, sizing
units, cone machinery, washing, banarasi sari, silks, packaging,
readymade garments, bulletproof Clothing, flex clothing, multilayer
films, tarpaulin, tent house cloth, poly cotton canvas, road fabric and
cloth, fire brigade clothing, mineral textiles, aramid clothing,
spandex textiles, lurex, embossing rolls, squeezing and dying plants,
spindle mfg, adhesive plants, stick formulations, weighing scales,
screen printer mfg, qots grinding plants, water treatment plant mfg,
manufacturing computer mfg, plastic plant mfg, bobbin plant mfg,
insulation plant mfg, paper tubes mfg, industrial lighting, tools
pneumatic mfg, humidification plant and monitor mfg, electrical units,
compressors mfg, frequency inverter mfg, ginning and processing mfg,
non woven textile, printing, chemicals, auto comers and blowers,
winding plant mfg, table calendar machines, testing instrument mfg,
industrial shoes mfg, electrical cable mfg, calendaring mfg, hardware
and fasteners units, wrapping mfg, weaver beams and Cl graded hubs
(foundry), blankets mfg, dyes and chemicals plants, V-belt mfg, nuts,
springs, and compressors mfg, washing plant mfg, carding, drawing
units, ginning industries, and more are expected to associate with this
unique venture.
Here's how associates are going to benefit. All types of micro and
small units are allowed under the Industrial Promotion Subsidy 40%
fixed capital investment for 8 years. Under the same subsidy, all types
of medium and large units are allowed 25% fixed capital investment for
5 years.
Micro and small hosiery knitwear and ready garment units are allowed a
20 lacs limit for a period of 5 years. Electricity Duty Exemptions are
to be granted for a period of 15 years. In the Octroi Free Zone refund
of Octroi duties are on the charts. All units are to be allowed stamp
duty exemption upto March 31, 2011.
All units are also liable to a maximum of 5% interest subsidy on the
plant and machineries for Technology up gradation. All units are to
have subsidy on quality certification valued to the tune 50% expenses
upto 1 lac. Similarly all units are to have subsidy on patent
registration to the tune 50% expenses upto 5 years.
Take a look at the finance involved with the project. The total capital
outlay of the project estimates at Rupees 3990 Cr. (approx 883 Million
US Dollars) including investments in Land, Factory Building, Plant and
Machinery and common infrastructure and facilities.
NEW PLANT
Your Company is undertaking continuous endeavors for expansion of its
domestic and overseas customers by implementing new facilities. For
establishing manufacturing facilities, your Company has started work
for its Nardhana Plant. The Company has already purchased land situated
at MIDC, Nardhana Industrial Area, Dist. Dhule and taking off
possession from MIDC Authorities. The power and water has reached to
the site and the Company will start building construction activity
their. The company will expected to start production activity their in
the current Financial year 2011-12.
DIRECTORS
Shri Sachin Sharma and Shri S. B. Mohapatra are being liable for retire
by rotation and offer them self to appoint further as Director of the
Company.
The brief particulars of all directors, for which approval of members
for their appointment or re-appointment are sought, have been provided
in the Notice of Annual General Meeting pursuant to Clause 49 of the
Listing Agreement relating to Corporate Governance.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Sec 217(2AA) of Companies Act, 1956, the
directors state that:
that in preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanations relating to
material departures, if any.
that 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 and of the profit of the
company for that period.
that the directors have taken proper and sufficient care of 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.
that the directors have prepared the annual accounts on a going concern
basis.
DEPOSITS
The company has not accepted any deposit from the public attracting the
provisions of Sec 58A of the Companies Act 1956.
AUDITORS
During the year under review, M/s. Kalpesh Trivedi 8s Co., Chartered
Accountants, Auditor of the Company has submitted their resignation
from the post of Auditor of the Company. Therefore M/s. Ashish Vyas &
Co., Chartered Accountants, dewas has appointed as Auditor of the
Company in the Extra Ordinary General Meeting held on 29Ã January
2010.
M/s. Ashish Vyas & Co., Chartered Accountants, Dewas, the retiring
auditor who have express their willingness for re-appointment.
Therefore M/s Ashish Vyas 8s Co., Chartered Accountants, Dewas, is
proposed by a member of the Company, to appoint as Auditor of the
Company. They have furnished a certificate to the effect that their
appointment if made, would be within the prescribed limits under Sec
224(1B) of the Companies Act 1956.
AUDITORS' REPORT
Report of the auditors and their observations and notes to the accounts
of the company for the year under review are attached herewith which
are self-explanatory and do not require further explanation.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADAPTATION AND
INNOVATION & FOREIGN EXCHANGE EARNING AND OUTGO
This information required to be given under section 217 (1) (c) of the
Companies Act, 1956 read with the Companies (Disclosure of particulars
in the Report of the Director) Rules 1988 is annexed herewith.
PARTICULARS OF EMPLOYEES
The information required under Sec 217(2A) of the Companies Act 1956 is
not given as there was no employee in receipt of remuneration during
the year, exceeding the limits prescribed by the Companies (Particulars
of Employees) Rules, 1975 as revised.
LISTING
Your Company continues to be listed on the Stock Exchange, Mumbai where
the Company's shares are being traded. The Company has paid Listing
fees for the year 2010-11.
MANAGEMENT DISCUSSION AND ANALYSIS
Management discussion and analysis Report is provided in separate
section and forming part of this report.
Date: 20/08/2011
Place: Mumbai
CORPORATE GOVERNANCE
Your Company believes that Corporate Governance is a voluntary code of
self discipline. In line with this policy, the Board of Directors
strongly believes that it is very important that the company follows
healthy corporate governance practices and reports to shareholders the
progress made on the various measures undertaken. Therefore, your
directors have been reporting the initiatives on Corporate Governance
measures adopted by your company.
ACKNOWLEDGEMENT
The company has developed a very cordial, warm and close relationship
with the investors, various government and semi-government departments,
banks and financial institutions, customers, suppliers and other
service providers. The Board of Directors wish to gratefully
acknowledge the co-operation, assistance and guidance received from all
of them. The company could make the progress it has in these years due
to the dedication and creativity of its staff at all levels. The Board
of Directors wishes to place on record its warm appreciation for these
efforts.
For and on behalf of Board
Sd/-
(Suresh Sharma)
Chairman
Mar 31, 2010
We have pleasure in presenting to you the Annual Report along with the
audited accounts for the year ended on 31st March 2010.
FINANCIAL RESULTS
(Amount in Rs.)
Particulars 31.03.2010 31.03.2009
Sales 93,40,29,917 45,91,90,637
Other 5,23,700 9,30,445
Income
Increase / 75,34,773 (1,16,44,877)
decrease in
stock
Total 93,99,44,028 43,82,62,243
expenditure
Profit 21,44,362 1,02,13,962
before tax
Provision 3,55,000 11,00,000
for
Taxation
Provision of - 40,000
FBT
Provision 55,91,145 3,53,08,634
for Deferred
tax
liabilities
Profit after (38,01,783) (2,62,34,672)
tax
DIVIDEND
Keeping in mind the expansion plans of the Company and also to conserve
the resources of the Company and to utilize the resources for the
Companys Mega Textile park at Nardhana, Dist. Dhule, the Board of
Directors does not recommend a dividend for the financial year 2009-10.
REVIEW OF OPERATIONS AND FUTURE PROSPECTUS
In the backdrop of the financial crisis witnessed in the previous
financial year and the subsequent fallout, FY 2010 was an extremely
challenging year for your Company. However, the resilience and inherent
strengths of your Companys brands, quality manufacturing and deep
network relationships enabled your Company to weather the downturn and
achieve better performance in FY 2010.
During the year under review the sales turnover of the Company shows a
step upward trend of Rs. 93,40,29,917/- as compared to previous years
of Rs. 45,91,90,637/-. However the net profit after tax also shows
recover mode from the last year recession mania. The net profit after
tax of Rs. (38,01,783) as compared to previous year of Rs.
(2,62,34,672).
Your Company continues with its task to build businesses with long-term
goals based on its intrinsic strengths in terms of its powerful brands,
quality manufacturing prowess, distribution strengths and customer
relationships. To accelerate further value creation, your Company
continues to evaluate new areas of growth. The initiatives aimed at
rationalizing and streamlining operations, to bring about efficiencies
and reducing costs, remain top priority.
ASIAS BIGGEST TEXTILE PARK AT NARDHANA, DIST. DHULE (MH.)
Initially MIDC was requested to allot 400 acres of land to Vertex on 1
September 2006 for a textile park in Nardhana. Thereafter MIDC offered
the same to Vertex on November 3, 2006. Consequently on December 28,
2006 an MOU was signed by the MIDC CEO, Mr. Jalota and the Vertex CEO,
Mr. Suresh Sharma. Advance possession of land took place on January 2,
2007.
The status of MEGA PROJECT came about to be conferred on Vertex
Spinning Limited by the Government of Maharashtra on 29 September 2007.
This was signed by the principal Secretary, Mr. Jayrath in the
presence of Mr. Ashok Chavan then Minister of Industries and present
Chief Minister of Maharashtra, and Mr. Satish Chavan, textile Minister
of the Government of Maharashtra. Registration of the lease deed for
99 years took place on August 8, 2008. Subsequently the VERTEX
INTERGRATED TEXTILES PARK plan layout was approved on 12 February 2009.
MIDC on 3rd July 2009 reached water on site from the Tapi Basin, MIDC
installed a 5 Megawatt Power Station in the month of August 2009, which
will be handed over to the MSEB for supply of power in November 2009.
Maharashtra accounts for 25% or 65 million kilograms of the Indias
total cotton production. This important region produces 17% of cotton
yarn on 16.6 spindles of countrys total installed capacity. The State
has the largest number of 100% Export Oriented units, thats more than
560 or 22% of the countrys EOU. The state also accounts for 30% of the
Countrys exports which amounts to more than Rs. 897 billion.
These statistics are witness to how the VERTEX INTEGRATED TEXTILE PARK
and the prospective associated are to benefit from not just another
textile park, but an INTEGRATED TEXTILES PARK in Nardhana a place in a
region formerly known as Khandesh before Marathas.
10 Kilometres of internal roads, a 5 Megawatt MSEB sub-station out of
the planned 100, water facilities, street lamps etc. are already in
place. This township offers readymade galas starting from 5000 squares
ft. to larger made to order sheds, industrial buildings and factories
depending on individual needs.
Also on offer are attractive investment opportunities in the Commercial
Facility Centre (CFC) for a club house and gym, hospitals and nursing
homes, banks and ATMs, hotels and food courts, and schools and
colleges.
Generously spread out between latitude 20 38 to 21 61 N and longitude
73 50 to 75 11. Nardhana spans across 8061 Square Kilometres. The
Satpuda Hills bound the region in the north. The height varying between
300 to 600 meters above sea level makes for cooler dispositions.
The Tapi Basin supplies water to the region, which has a population of
7,19,785 lacs. The Dhule talukas sub- divisions has approx 168
villages. Nearby, Sakri accounts for more than 225 villages. Shirpur
accommodates 138 villages, while Shinkheda another sub division has
around 143 villages.
The National Highway NH6 from Surat to Nagpur, the NH3 from Mumbai to
Agra, and the NH-211 from Dhule to Solapur make Nardhan, primarily a
cotton growing area, central to the nations textile industry.
The NARDHANA VERTEX INTEGRATED TEXTILES PARK stands to be the first
MIDC level private sector Industrial Park. The Park also happens to be
the first private sector industrial park to have 1 FSI (Floor Space
Index) for the plot area. With 99years lease hold on properly,
permissions have been also been granted for hypothecation of land and
building to financial institutions.
The park also has an extra street radial feeder power supply. There are
registered plant and machinery suppliers on site. The project aims to
build valuable Foreign Exchange.
Finished products can be display at the facilities made available here.
Arrangement of contractors, architects, electrical suppliers, and
contractors have been made. The park fails under the octroi free zone.
There are stamp duty exemptions unit.
MIDC has approved the town planning layout. Effluent Treatment Plant
(ETPs), Sewage treatment Plants (STPs), and distributed Effluent
Treatment Plant (DETP) Systems are part of the park.
An 18 meters or 60 feet wide CC Road with footpath and street light
hopes to keep the town bustling with activity. A 12 meters or 40 feet
wide CC Internal Road hopes to keep the place well connected. The park
has a well-planned duct drench System for utilities. 15% green space
has been allocated to keep the project, environment friendly.
Local Bus and state Transportation facilities are on the charts. The
project promises case to basis, height and margin relaxation. The
township ensures low maintenance cast with a healthy atmosphere. Basic
infrastructure here includes, compound lancing for security , drainage
system, sewage collation and dumping system, solid waste collation and
dumping system, , power sub-station and distribution systems, water
storage and distribution system, street lighting water harvesting,
storm water management, landscape gardens, a 5 star hotel, an
engineering collage and a medical college with a 300 bed hospital, a
police Station, a bus terminal, rickshaw stands, car parks a truck
terminal along with weighing scales, petrol, diesel, and gas pump
stations, fire lighting arrangements, and everything thats necessary
for smooth functioning.
As per plan, 64.58 percent of the allotted land comes under Sub plot
with measures up to 924071.21 square meters. 5.51 percent or 77098.78
square meters has been allocated for CFC or commercial plots. The open
spaces areas measure up to 140500.08 square meters which amounts to
10.03 percent of the land. 19.8 percent or r78329.83 square meters
makes up the total road area.
Woolen hosiery, cotton knitted fabric, furs, dying and processing,
woven textiles, shawls, technical textile, spinning, polyesters,
worsteds, acrylic, texturising, carpets handlooms, auto looms, sizing
units, cone machinery, washing, banarasi sari, silks, packaging,
readymade garments, bulletproof
Clothing, flex clothing, multilayer films, tarpaulin, tent house cloth,
poly cotton canvas, road fabric and cloth, fire brigade clothing,
mineral textiles, aramid clothing, spandex textiles, lurex, embossing
rolls, squeezing and dying plants, spindle mfg, adhesive plants, stick
formulations, weighing scales, screen printer mfg, qots grinding
plants, water treatment plant mfg, manufacturing computer mfg, plastic
plant mfg, bobbin plant mfg, insulation plant mfg, paper tubes mfg,
Industrial lighting, tools pneumatic mfg, humidification plant and
monitor mfg, electrical units, compressors mfg, frequency inverter mfg,
ginning and processing mfg, non woven textile, printing, chemicals,
auto corners and blowers, winding plant mfg, table calendar machines,
testing instrument mfg, industrial shoes mfg, electrical cable mfg,
calendaring mfg, hardware and fasteners units, wrapping mfg, weaver
beams and CI graded hubs (foundry), blankets mfg, dyes and chemicals
plants, V-belt mfg, nuts, springs, and compressors mfg, washing plant
mfg, carding, drawing units, ginning industries, and more are expected
to associate with this unique venture.
Heres how associates are going to benefit. All types of micro and
small units are allowed under the Industrial Promotion Subsidy 40%
fixed capital investment for 8 years. Under the same subsidy, all types
of medium and large units are allowed 25% fixed capital investment for
5 years.
Micro and small hosiery knitwear and ready garment units are allowed a
20 lacs limit for a period of 5 years. Electricity Duty Exemptions are
to be granted for a period of 15 years. In the Octroi Free Zone refund
of Octroi duties are on the charts. All units are to be allowed stamp
duty exemption upto March 31,2011.
All units are also liable to a maximum of 5% interest subsidy on the
plant and machineries for Technology up gradation. All units are to
have subsidy on quality certification valued to the tune 50% expenses
upto 1 lac. Similarly all units are to have subsidy on patent
registration to the tune 50% expenses upto 5 years.
Take a look at the finance involved with the project. The total capital
outlay of the project estimates at Rupees 3990 Cr. (approx 883 Million
US Dollars) including investments in Land, Factory Building, Plant and
Machinery and common infrastructure and facilities.
The proposed infrastructure funding pattern stands clear for Rs. 110
Cr. The promoters shares of contribution stands at 25% Government of
India grants.
40% towards infrastructure finance under the Scheme for Integrated
Textile Park. The Balance 35% comes through banks ad market
borrowings. Each unit of planned 313 units has to contribute 1.3 cr to
1.8 cr rupees (approx 27,000 to 38,000 US Dollars).
Nardhana Infrastructure Limited has been appointed Project Management
Consultant to the VERTEX INTEGRATED TEXTILES PARK venture. The project
which commence in 2006 expects to be completed by mid 2011 as per
plans.
NEW PLANT
Your Company is undertaking continuous endeavors for expansion of its
domestic and overseas customers by implementing new facilities. For
establishing manufacturing facilities, your Company has started work
for its Nardhana Plant. The Company has already purchased land
situated at MIDC, Nardhana Industrial Area, Dist. Dhule and taking off
possession from MIDC Authorities. The power and water has reached to
the site and the Company will start building construction activity
their. The company will expected to start production activity their in
the current Financial year 2010- 11.
NEW ACTIVITIES
The Company launched a musical CD named as "BHAKTI BHAJANS" which
contains a collection of bhajans on Ambe Maa, Bholey Shanker, Lord
Krishan, Sai Baba etc. in a very renowned party at "KHAJARANA" Ganesh
Mandir, Indore.
The Company is produce a family entertainer movie "HAPPY HUSBANDS" in
collaboration with Phnenomenal Crafts P. Ltd. which is expected to
release upto June 2010.
In the present scenario of our country , the news paper is a most
important and essential instrument through which the people can express
their views and opinions etc. Taking into consideration the importance
of daily news paper, the Company has decided to add one more horizon
into its diversified activities. The company has ventures into a new
line of business activity of publication of daily/weekly news paper.
The Company has planned to published its daily/weekly news paper from 3
major states of the Country i.e. Maharashtra, Madhya Pradesh,
Chhattisgarh.
DIRECTORS
Shri S.N. Mungi and S. K. Mishra are being liable for retire by
rotation and offer them self to appoint further as Director of the
Company.
The brief particulars of all directors, for which approval of members
for their appointment or re-appointment are sought, have been provided
in the Notice of Annual General Meeting pursuant to Clause 49 of the
Listing Agreement relating to Corporate Governance.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Sec 217(2AA) of Companies Act, 1956, the
directors state that:
That in preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanations relating to
material departures, if any.
That 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 and of the profit of the
company for that period.
That the directors have taken proper and sufficient care of 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. that the
directors have prepared the annual accounts on a going concern basis.
DEPOSITS
The company has not accepted any deposit from the public attracting the
provisions of Sec 58A of the Companies Act 1956.
AUDITORS
M/s. Kalpesh Trivedi & Co., Chartered Accountants, Mumbai hold office
until the conclusion of the ensuing Annual General Meeting and are
eligible for re- appointment. They have furnished a certificate to the
effect that their appointment if made, would be within the prescribed
limits under Sec 224(1B) of the Companies Act 1956.
AUDITORS REPORT
Report of the auditors and their observations and notes to the accounts
of the company for the year under review are attached herewith which
are self- explanatory and do not require further explanation.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
ADAPTATION AND INNOVATION & FOREIGN EXCHANGE EARNING AND OUTGO
This information required to be given under section 217 (1) (c) of the
Companies Act, 1956 read with the Companies (Disclosure of particulars
in the Report of the Director) Rules 1988 is annexed herewith.
PARTICULARS OF EMPLOYEES
The information required under Sec 217(2A) of the Companies Act 1956 is
not given as there was no employee in receipt of remuneration during
the year, exceeding the limits prescribed by the Companies (Particulars
of Employees) Rules, 1975 as revised.
LISTING
Your Company continues to be listed on the Stock Exchange, Mumbai where
the Companys shares are being traded. The Company has paid Listing
fees for the year 2009-10.
CORPORATE GOVERNANCE
Your Company believes that Corporate Governance is a voluntary code of
self discipline. In line with this policy, the Board of Directors
strongly believes that it is very important that the company follows
healthy corporate governance practices and reports to shareholders the
progress made on the various measures undertaken. Therefore, your
directors have been reporting the initiatives on Corporate Governance
measures adopted by your company.
MANAGEMENT DISCUSSION AND ANALYSIS
Management discussion and analysis Report is provided in separate
section and forming part of this report.
ACKNOWLEDGEMENT
The company has developed a very cordial, warm and close relationship
with the investors, various government and semi-government departments,
banks and financial institutions, customers, suppliers and other
service providers. The Board of Directors wish to gratefully
acknowledge the co-operation, assistance and guidance received from all
of them. The company could make the progress it has in these years due
to the dedication and creativity of its staff at all levels. The Board
of Directors wishes to place on record its warm appreciation for these
efforts.
For and on behalf of Board
Date: 03/06/2010
Place: Mumbai (Suresh Sharma)
Chairman
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