Mar 31, 2018
The Directors of your Company are pleased to present, the 28th Annual Report, on the working and the progress of the Company, alongwith audited financial statement of the Company for the financial year ended on March 31, 2018 and Report of the Auditors thereon.
1. FINANCIAL RESULTS
(Rs. in Lakhs)
Current Year Ended March 31, 2018 |
Previous Year Ended March 31, 2017 |
|
Profit before Interest, Depreciation & Income Tax |
1,179.87 |
1,665.99 |
Interest |
(1,095.14) |
(1,219.07) |
Depreciation |
(335.41) |
(336.10) |
Profit/(Loss) Before Tax (Before Exceptional income) |
(250.68) |
(110.82) |
Add: Exceptional (Loss)/Income |
(1.63) |
(720.64) |
Profit/(Loss) Before Tax after Exceptional income |
(252.31) |
(609.82) |
Provision for Income tax Expense for prior period |
79.07 |
- |
Deferred Tax |
(32.89) |
35.40 |
Profits/(Loss) from continuing operation |
(298.49) |
(574.42) |
Profits/(Loss) from discontinued operation |
(8.73) |
(164.31) |
Profits/(Loss) for the year |
(307.22) |
(738.73) |
Other Comprehensive income (net of tax) |
4.21 |
(12.04) |
Total Comprehensive Income attributable to owners of the Company |
(303.01) |
(750.77) |
Profit Brought forward |
5,759.62 |
6,510.34 |
Profit available for appropriation |
5,456.61 |
5,759.62 |
Appropriation |
||
Dividend and Tax on dividend |
- |
- |
Closing balance in retain earnings |
5,456.61 |
5,759.62 |
2. OPERATIONS
Revenue from operations for the financial year 2017-18 stood to Rs.22,237.76 Lakhs as against Rs.23,149.98 Lakhs in the previous financial year 2016-17. There was a decrease in revenue by 3.94% as compared to the previous year. This is mainly on account of drop in sales in Wholesale and institutional channel post GST.
The Earnings before Interest Depreciation and Amortisation (EBIDTA) during the year stood around 5.31% as against the 7.20 % in the previous year.
The Net loss for the F.Y. 2017-18 is stood to Rs.307.22 Lakhs as against the Net Loss of Rs.738.73 Lakhs in the previous financial year.
3. DIVIDEND
Due to loss in the financial year 2017-18, the Board does not recommended any dividend on Equity Share Capital for the financial year ended on March 31, 2018.
4. TRANSFER TO RESERVE
Due to loss in the current and previous financial year, no amount has been transferred to General Reserve for current and previous financial year.
5. SHARE CAPITAL& RIGHTS ISSUE
During the year, the Company had issued 1,65,19,304 fully paid-up equity shares of face value of Rs.2 each (âRights Issue Equity Sharesâ) for cash at a price of Rs.26 per equity share including a share premium of Rs.24 per equity share aggregating up to Rs.4,295.02 Lakhs to the existing equity shareholders on a rights basis in the ratio of 1 fully paid-up equity shares for every 4 fully paid-up equity shares held by the existing equity shareholders on the record date, i.e. November 20, 2017 (âThe Issueâ). The Issue was open for subscription from November 28, 2017 to December 12, 2017. The Rights Issue Committee, in its meeting held on December 21, 2017, approved the allotment of 1,65,19,304 Rights Issue Equity Shares to the successful applicants, based on the ''basis of allotment'' approved by BSE Limited, the designated Stock Exchange for the issue. The shares were listed on BSE Limited & National Stock Exchange of India Limited and were admitted for dealing by both the exchanges with effect from December 27, 2017. The paid-up equity share capital of the Company has increased from Rs.13,21,54,430 to Rs.16,51,93,038.
6. COMPLETION OF TRANSACTION FOR SALE OF LAND & BUILDING SITUATED AT NANI DAMAN - DAMAN.
During the financial year, Company has completed transaction for sale of Land and Building situated at Nani Daman - Daman for a consideration of Rs.1.50 Crs with Daman Polythread Limited and had the capital loss of Rs.35.39 Lakhs from the sale.
7. SALE OF NON-CORE LAND SITUATED AT GOBICHETTIPALAYAM.
During the financial year Company has sold the non-core land admeasuring 0.41 acre situated at Kollappaluar Village, Gobichettipalayam, Erode district, Tamil Nadu - 638 456 for a consideration of Rs.73.76 Lakhs and had the capital profit of Rs.33.76 Lakhs from the sale.
8. SUBSIDIARY
The Company does not have any subsidiary Company.
9. FIXED DEPOSIT
During the year, the Company has not accepted any fixed deposits under the Companies Act, 2013.
10. CORPORATE GOVERNANCE
As per Regulation 34(3) and Schedule V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, Agreement with the Stock Exchange, a separate section on Corporate Governance practice followed by the Company, together with the certificate from Company''s Auditors confirming the compliance on Corporate Governance forms an integral part of this report.
11. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 as on March 31, 2018, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure - A.
12. NUMBER OF MEETING OF THE BOARD
The Board of Directors met 8 (Eight) times during the financial year 2017-18. The maximum interval between any two meetings did not exceed 120 days. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report.
13. WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy to report genuine concerns or grievances. As per Regulation 46 of SEBI''s (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Whistle Blower Policy has been posted on the website of the Company (www.vipclothing.in). The Audit Committee shall oversee the Vigil Mechanism.
14. NOMINATION AND REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The policy is available on the website of the Company www.vipclothing.in.
15. RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, your Company has formulated a Policy on Related Party Transactions. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.
This Policy specifically deals with the review and approval of material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval and also the Company has developed Related Party Transactions frame work through Standard Operating Procedures for the purpose of identification and monitoring of such transactions.
All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business and that provisions of Section 188 of the Companies Act, 2013 are not attracted. The policy is available on the website of the Company www.vipclothing.in.
16. CORPORATE SOCIAL RESPONSIBILITY
The details about the initiatives taken by the Company on Corporate Social Responsibility (CSR) activities during the year are as per the annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure -B to this Report. The policy is available on the website of the Company www.vipclothing.in.
17. RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY
The Company has formed a Risk Management Committee in accordance with the requirements of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of through mitigating actions on a continuing basis.
The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of operations. These systems are routinely tested and certified by Statutory as well as Internal Auditors'' and cover all offices, factories and key business areas, significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management systems.
18. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavour of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment.
The Company has constituted Internal Complaints Committee (ICC).
During the year ended March 31, 2018, no complaints pertaining to sexual harassment was received by the Committee.
19. DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanation obtained by them, the Directors make the following statement in term of Section 134(3)(c) of the Companies Act, 2013 that:
(a) the preparation of the annual financial statement of the Company for the financial year ended on March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) 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 as at March 31, 2018 and of the loss of the Company for the year ended on March 31, 2018;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual financial statement on a going concern basis; and;
(e) the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and operating effectively.
(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
The Arbitration Petition No. 24 of 2002 was filed by Cotton Corporation of India against our Company seeking compensation for Breach of Contract which Company lost and preferred an appeal in appropriate Appellate Courts and the said matter was concluded by Madras High Court in CMA No. 3274 of 2010 by giving Judgement against our Company and pursuant to the said order Company requires to pay the principle compensation amount of Rs.3,82,963/- jointly and severally along with additional cost to Cotton Corporation of India. Presently the Company has not paid the aforesaid amount due to dispute on additional cost. The Company had made the provision of Rs.33,82,963/- in the books of accounts.
Except above, there are no significant and material orders passed by the Regulators / Courts that would impact the going concern status of the Company and its future operations.
21. AUDITORS
M/s. Sharp & Tannan, Chartered Accountants, Mumbai, [Firm Registration No. 109982W] the Statutory Auditors of the Company, were appointed by the Shareholders at their meeting held on September 27, 2016 for a period of 5 years i.e. upto conclusion of Thirty First Annual General Meeting.
In terms of the provisions relating to statutory auditors forming part of the Companies Amendment Act, 2017, notified on May 7, 2018 ratification of appointment of Statutory Auditors at ever Annual General Meeting is no more a legal requirement. Accordingly, the Notice convening the ensuing Annual General Meeting does not carry any resolution on ratification of appointment of Statutory Auditors. However M/s. Sharp &Tannan has confirmed that they are eligible to continue as Statutory Auditors of the Company to audit the books of accounts of the Company for the Financial Year ending March 31, 2019 and accordingly M/s. Sharp &Tannan will continue to be the Statutory Auditors of the Company for the Financial Year ending March 31, 2019.
The Auditors'' Report does not contain any qualifications, reservations or adverse remarks.
22. COST AUDITORS
There has been no notification till date, covering our industry for the purpose of Cost Audit for the financial year 2017-18.
23. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company has appointed Mr. Rakesh Sanghani, Practicing Company Secretary (FCS No. 7647) (C.P No.6302) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure - C and forms an integral part of this Report.
There is no qualifications, reservations or adverse remarks in the report.
24. BOARD OF DIRECTORS
There has been no change in the composition of Board of Directors of the Company during the year under review.
Retirement by rotation
Pursuant to Section 152(6) of the Companies Act, 2013, Mr. Kapil Pathare would retire by rotation at the forthcoming AGM and being eligible, offers himself for re-appointment.
Re-appointment of Whole time Director
The Board of Directors of the Company on recommendation of Nomination and Remuneration Committee has re-appointed Mr. Kapil J. Pathare as Whole time Director of the Company for a period of 3 (Three) years with effect from April 1, 2019, subject to approval of members, as his current term of office is upto March 31, 2019
Re-appointment of Chairman and Managing Director
The Board of Directors of the Company on recommendation of Nomination and Remuneration Committee has re-appointed Mr. Sunil J. Pathare as Chairman and Managing Director of the Company for a period of 3 (Three) years with effect from April 1, 2019, subject to approval of members, as his current term of office is upto March 31, 2019.
Re-appointment of Independent Directors
The terms of office of following Independent Director, will expire on March 31, 2019. The Board of Director of the Company, on recommendation of the Nomination and Remuneration Committee to re-appoint them as an Independent Director of the Company for a second term of 5 (five) consecutive years on the expiry of their current term of office.
a) Mr. Robin Banerjee
b) Mr. Gopal Sehjpal
c) Mr. Chetan Sheth
The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of Independence prescribed under the Act and the SEBI (LODR), Regulation.
25. BOARD INDEPENDENCE
The board of the Company as on March 31, 2018 consisted of 6 (Six) Directors out of which 4 (Four) are Independent Directors, and 2 (Two) are Executive Directors.
All the Independent Directors have given declarations that they meet the criteria of Independence derived from Regulation 16(b) of Chapter IV of SEBI''s (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Section 149(6) of the Companies Act, 2013.
26. PERFORMANCE EVALUATION OF BOARD
Pursuant to the provisions of the Companies Act, 2013 and SEBI''s (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI circular no. SEBI/HO/CfD/CMD/CIR/P/2017/004 dated January 5, 2017, the Board carried out an annual evaluation of performance of its own and it''s Committees and the Directors individually. At the meeting of the Independent Directors held on March 22, 2018 and as per the guideline given by SEBI all the relevant factors for evaluating the performance of the Committees and of the Board was discussed.
27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any Loans, Guarantees and also not made any Investments under Section 186 of the Companies Act, 2013.
28. FAMILIARISATION PROGRAMMES FOR DIRECTORS
Familiarisation programs are conducted for the directors. The details of familiarisation programmes imparted to independent directors have been posted on the website of the Company at www.vipclothing.in .
29. STATUTORY INFORMATION
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Account) Rules, 2014 is given in Annexure - D to this report.
None of the Employees of the Company are in receipt of Rupees One Crore and Two Lakhs per annum or Rupees Eight Lakhs and Fifty Thousand per month during the year under review. Accordingly, no particulars of Employees are given pursuant to Section197(12) of the Companies Act, 2013 read with amended Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014.
The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 and forming part of the Directors Report for the year ended March 31, 2018 is given in a separate Annexure - E to this Report.
None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his spouse and dependent children) more than two per cent of the Equity Shares of the Company.
The Business Responsibility Reporting as required by Regulation 34 of Chapter IV of Regulation 16(b) of Chapter IV of SEBI''s (Listing Obligations and Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending March 31, 2018.
30. EMPLOYEE STOCK OPTION SCHEME
The Company''s Employees Stock Option Scheme viz ESOS - 2017 is in place from 2017-18 and the Company has made grant under ESOS - 2017 to the eligible employees of the Company. The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administer and monitor the Employees'' Stock Option Scheme of the Company.
The Schemes are in line with the SEBI (Share Based Employee Benefits) Regulation, 2014 (âSBEB Regulationâ). The Company has received a certificate from the Auditors of the Company that the Scheme are implemented in accordance with SBEB Regulations and resolution passed by the members. The Certificate would be available at the Annual General Meeting for inspection by members. The details as required to be disclosed under SBEB Regulations is given in Annexure - F to this report.
31. UNCLAIMED SHARES SUSPENSE ACCOUNT
In compliance with the requirements of Regulation 39 (4) of the Securities and Exchange Board of India (Listing Obligation & Disclosure Requirements), Regulations, 2015 (hereinafter referred to as ''SEBI (LODR) Regulations''), the Company had transferred -3,89,330 equity shares belonging to 292 shareholders to Investor Education and Protection Fund Authorityâ Ministry of Corporate Affairs, after sending three reminders to the concerned shareholders and following the procedures laid down under Schedule VI of the aforesaid Regulations. As on March 31, 2018, equity shares 3,89,330 belonging to 292 shareholders were lying unclaimed in the aforesaid account. In compliance with the requirements of the SEBI (LODR) Regulations, all corporate benefits declared by the Company in future, in respect of the aforesaid shares shall be transferred to the aforesaid account until the rightful shareholders claim for the aforesaid shares. The voting rights on the aforesaid shares shall also remain frozen till the rightful owners claim the shares.
32. ACKNOWLEDGEMENT
The Directors of your Company acknowledge with deep sense of appreciation the encouragement, support and co-operation received by the Company from its Bankers viz. State Bank of India, IDBI Bank Limited, HDFC Bank Limited, BSE Limited, National Stock Exchange of India Limited, Members, Suppliers and Esteemed Customers of the Company.
33. CAUTIONARY STATEMENT
Statement made in the Annual Report including those stated under the caption âManagement Discussion and Analysisâ describing the Company''s plan, projections and expectations may constitute âforward looking statementâ within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.
For and on behalf of the Board
Place: Mumbai Sunil J. Pathare
Date: August 13, 2018 Chairman & Managing Director
(DIN: 00192182)
Registered Office:
C-6, Road No.22,
MIDC, Andheri (East)
Mumbai 400 093
Mar 31, 2015
THE MEMBERS MAXWELL INDUSTRIES LTD.
The Directors of your Company are pleased to present, the 25thAnnual
Report, on the working and the progress of the Company, along with
audited financial statement of the Company for the financial year ended
on 31st March, 2015 and Report of the Auditors thereon.
1. FINANCIAL RESULTS
(Rs. in Lakhs)
Current Year Previous Year
Ended 31/03/2015 Ended 31/03/2014
Profit before Interest,
Depreciation & Income Tax 2833.73 2426.87
Interest (1254.21) (1269.85)
Depreciation (490.65) (351.05)
Profit Before Tax 1088.87 805.97
Provision for Income Tax - Current (385.55) 230.98
Provision for Income Tax - Deferred 12.89 (42.33)
Tax adjustment for previous year (17.34) -
Profits for the year 698.87 532.66
2. DIVIDEND
Current Year Previous Year
Ended 31/03/2015 Ended 31/03/2014
On 5% Redeemable Preference Shares 19.74 59.25
On Equity Shares 189.23 126.15
The Directors have recommended a dividend of 15% i.e. Rs. 0.30 (Thirty)
paisa per Equity Share of Rs. 2/- each and 5% i.e. Rs. 5/- (Five) per 5%
Redeemable Preference Share of Rs. 100/- each for the financial year
ended on 31st March, 2015. This Dividend of Rs. 208.97 Lakhs along with
dividend distribution tax of Rs. 41.78 Lakhs will absorb Rs. 250.75 Lakhs.
3. OPERATIONS
During the year under review, the Company recorded a turnover of Rs.
26,110 Lakhs as against Rs. 25,742 Lakhs in the previous year,
registering marginal growth of 1.42%. The Company had reorganised its
organisational structure by converting functional based working system
to Strategic Business Unit (SBU) by allocating various Brands to each
SBU. The Company sees an opportunity to grow by focusing on each Brand
by way of a SBU. The Company had realigned its product mix so as to
focus on the high margin product and curtailing the low margin product.
The Net Profit Before Tax stood at Rs. 108.87 Lakhs as against Rs. 805.97
and Profit After Tax is stood at Rs. 698.87 Lakhs in the current year as
against Rs. 532.66 Lakhs in the previous year. The Company benefited on
account of reduction in yarn price and conservative approach on
spending on advertisement.
4. TRANSFER TO RESERVE
During the year under review, your Company transferred Rs. 70 Lakhs to
the General Reserve Account and Rs. 789.97 Lakhs to Capital Redemption
Reserve Account, out of the amount available for appropriations and an
amount of Rs. 481.81 Lakhs retained in the Profit & Loss Account.
5. SUBSIDIARY
Your Company does not have any Subsidiary Company.
6. FIXED DEPOSIT
Your Company did not accept any fixed deposits from public during the
year.
7. CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement with the Stock Exchange, a
separate section on Corporate Governance practice followed by the
Company, together with the certificate from Company's Auditors
confirming the compliance on Corporate Governance forms an integral
part of this report.
8. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT-9 as on 31st March, 2015, as required under Section 92 of the
Companies Act, 2013, is included in this Report as Annexure - B.
9. NUMBER OF MEETING OF THE BOARD
The Board of Directors met 8 (Eight) times in the financial year
2014-15. The maximum interval between any two meetings did not exceed
120 days. The details of the board meetings and the attendance of the
Directors are provided in the Corporate Governance Report.
10. WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy to report genuine concerns or
grievances. The Whistle Blower Policy has been posted on the website of
the Company (www.maxwell.in). The Audit Committee shall oversee the
Vigil Mechanism.
11. NOMINATION AND REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework
in relation to remuneration of Directors, Key Managerial Personnel and
Senior Management of the Company. This policy also lays down criteria
for selection and appointment of Board Members. The detailed of this
policy is explained in Corporate Governance Report.
12. RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act, 2013 and Equity
Listing Agreement, your Company has formulated a Policy on Related
Party Transactions. The Policy intends to ensure that proper reporting,
approval and disclosure processes are in place for all transactions
between the Company and Related Parties.
This Policy specifically deals with the review and approval of Material
Related Party Transactions keeping in mind the potential or actual
conflicts of interest that may arise because of entering into these
transactions. All Related Party Transactions are placed before the
Audit Committee for review and approval and also the Company has
developed Related Party Transactions framework through Standard
Operating Procedures for the purpose of identification and monitoring
of such transactions.
All transactions entered with Related Parties for the year under review
were on arm's length basis and in the ordinary course of business and
that provisions of Section 188 of the Companies Act, 2013 are not
attracted. There are no material related party transactions during the
year under review with the promoters, Directors or Key Managerial
Personnel.
13. CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted a Corporate Social Responsibility (CSR)
Committee in accordance with Section 135 of the Companies Act, 2013.
The CSR Committee was constituted by the Board of Directors of the
Company at its meeting held on 23rd July, 2014. The CSR Policy of the
Company and the details about the initiatives taken by the Company on
Corporate Social Responsibility during the year are as per the annexure
attached to the Companies (Corporate Social Responsibility Policy)
Rules, 2014 have been appended as Annexure - C to this Report.
14. RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY
Your Company has set up a Risk Management Committee in accordance with
the requirements of Listing Agreement and framed the policy to monitor
the risks and their mitigating actions.
The Company's internal control systems are commensurate with the nature
of its business and the size and complexity of operations. These
systems are routinely tested and certified by Statutory as well as
Internal Auditor and cover all offices, factories and key business
areas. Significant audit observations and follow up actions thereon are
reported to the Audit Committee. The Audit Committee reviews adequacy
and effectiveness of the Company's internal control environment and
monitors the implementation of audit recommendations, including those
relating to strengthening of the Company's risk management policies and
systems.
15. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company strongly believes in providing a safe and harassment free
workplace for each and every individual working for the Company through
various interventions and practices. It is the continuous endeavour of
the Management of the Company to create and provide an environment to
all its employees that is free from discrimination and harassment
including sexual harassment.
Your Company has constituted Internal Complaints Committee (ICC).
During the year ended 31st March, 2015, no complaints pertaining to
sexual harassment was received by the Committee.
16. DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information
and explanation obtained by them your Directors make the following
statement in term of Section 134(3)(c) of the Companies Act, 2013 that:
(a) the preparation of the annual financial statement of the Company
for the financial year ended on 31st March, 2015, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(b) 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 as at 31st March, 2015 and of the profit of the Company
for the year ended on 31st March, 2015;
(c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(d) the Directors have prepared the annual financial statement on a
going concern basis; and
(e) the Directors have laid down Internal Financial Controls to be
followed by the Company and that such Internal Financial Controls are
adequate and operating effectively.
(f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the
Regulators/Courts that would impact the going concern status of the
Company and its future operations.
18. AUDITORS
M/s. Attar & Company, Chartered Accountants, hold office as auditor of
the Company until the conclusion of the forthcoming Annual General
Meeting and is eligible for re-appointment in accordance with Section
139, 142 and other applicable provisions of the Companies Act, 2013 and
the Companies (Audit and Auditors) Rule, 2014. It is proposed to
appoint them as Auditor of the Company from the conclusion of this
Annual General Meeting until the conclusion of the next Annual General
Meeting of the Company.
19. COST AUDITORS
The Company had submitted Cost Audit Report for the financial year
2013-14 with the Ministry of Corporate Affairs. However, there has been
no notification till date, covering our industry for the purpose of
Cost Audit for the financial year 2014-15.
20. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013,
and Rule made thereunder, the Company has appointed Mr. Rakesh
Sanghani, Practicing Company Secretary (C.P No.6302) to undertake the
Secretarial Audit of the Company. The Secretarial Audit Report is
included as Annexure - D and forms an integral part of this Report.
21. BOARD INDEPENDENCE
Our definition of 'Independence' of Directors is derived from Clause 49
of the Listing Agreement with Stock Exchanges and Section 149(6) of the
Companies Act, 2013. Based on the confirmation/disclosures received
from the Directors and on evaluation of the relationships disclosed,
the following Non-Executive Directors are Independent in terms of
Clause 49 of the Listing Agreement and Section 149(6) of the Companies
Act, 2013:
1. Mr. Robin Banerjee
2. Mr. Gopal Sehjpal
3. Mr. Chetan Sheth
4. Dr. Arvind Kulkarni
5. Mrs. Meher Castelino
22. STATUTORY INFORMATION
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo pursuant to section 134(3)(m) of
the Companies Act, 2013 read with Rule 8(3) of the Companies (Account)
Rules, 2014 is given in Annexure - A to this report.
None of the Employees of the Company are in receipt of Rupees Sixty
Lakhs per annum or Rupees Five Lakhs per month during the year under
review. Accordingly, no particulars of Employees are given pursuant to
Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rule,
2014.
The information required under Section 197(12) of the Companies Act,
2013 read with Companies (Appointment and Remuneration of Managerial
Personnel) Rule, 2014 and forming part of the Directors Report for the
year ended 31st March, 2015 is given in a separate Annexure - B to this
Report.
The above Annexure is not being sent along with this Report to the
members of the Company in line with the provisions of Section 136 of
the Companies Act, 2013. Members interested in obtaining a copy of the
annexure may write to the Company Secretary at the Company's Registered
Office. The aforesaid annexure is also available for inspection by
Members at the Registered Office of the Company, 21 days before the
25th Annual General Meeting and upto the date of the ensuing Annual
General Meeting during business hours on working days.
None of the employees listed in the said Annexure is a relative of any
Director of the Company. None of the employees hold (by himself or
along with his spouse and dependent children) more than two per cent of
the Equity Shares of the Company.
The Business Responsibility Reporting as required by Clause 55 of the
Listing Agreement with the Stock Exchange is not applicable to your
Company for the financial year ending 31st March, 2015.
23. REDEMPTION OF 5% REDEEMABLE PREFERENCE SHARES
The Company had redeemed its 1st trench of 3,94,984 - 5% Redeemable
Preference Shares of Rs.100/- each on 31st July, 2014 and 2nd trench of
3,94,984 on 31st January, 2015 and the last i.e 3rd trench will be
redeemed on 31st January, 2016 as per the terms of issue and allotment
of 5% Redeemable Preference Shares.
24. ACKNOWLEDGEMENT
The Directors of your Company acknowledge with deep sense of
appreciation the encouragement, support and co-operation received by
the Company from its Bankers viz. State Bank of India, IDBI Bank
Limited, HDFC Bank Limited, BSE Limited, National Stock Exchange of
India Limited, Members, Suppliers and Esteemed Customers of the
Company.
25. CAUTIONARY STATEMENT
Statement made in the Annual Report including those stated under the
caption "Management Discussion and Analysis" describing the
Company's plan, projections and expectations may constitute "forward
looking statement" within the meaning of applicable laws and
regulations. Actual results may differ materially from those either
expressed or implied.
For and on behalf of the Board
Place: Mumbai J. K. Pathare
Date: 30th May, 2015 (Chairman)
DIN: 00203211
Registered Office:
Plot No.C-6, Road No.22,
MIDC, Andheri (East)
Mumbai 400 093
Mar 31, 2014
Dear members,
The Directors of your Company are pleased to present, the 24th Annual
Report, on the working and the progress of the Company, along with
audited accounts, for the financial year ended on 31st March, 2014 and
Report of the Auditors thereon.
FINANCIAL RESULTS (Rs. in Lakhs)
Current Year Previous Year
ended ended
31/03/2014 31/03/2013
Profit before Interest, Depreciation
& Income Tax 2426.88 2170.45
Less : Interest 1269.86 1391.52
Less : Depreciation 351.05 340.42
Profit Before Tax 805.97 438.51
Less : Provision for income tax - Current 230.98 105.70
Less : Provision for income tax - Deferred 42.33 51.30
Add : Tax adjustment for previous year 0.00 3.00
Profits for the year 532.66 284.51
DIVIDEND
Current Year Previous Year
ended ended
31/03/2014 31/03/2013
On 5% Redeemable Preference Shares 59.25 59.25
On Equity Shares 126.15 157.69
The Directors have recommended a dividend of 10% on Equity Shares i.e.
Rs. 0.20 (Twenty) paisa per Equity Share of Rs. 2/- each and 5% on
Redeemable Preference Shares Rs. 5/- (Five) per Preference share of Rs.
100/- each for the financial year ended on 31st March, 2014. This
Dividend of Rs. 185.40 Lakhs along with dividend distribution tax of
Rs. 31.50 Lakhs will absorb Rs. 216.91 Lakhs.
OPERATIONS
During the year under review, the Company recorded a net turnover of
Rs. 25,742 Lakhs as against Rs. 24,947 Lakhs in the previous year,
registering an increase of 3.19%. The Company faced problems in
optimizing the labour complement of operators at its factories.The
impact of Government schemes, for rural employment, had some impact on
the supply front. Apart from attrition and additional cost involved in
training, this also had an impact on the production, thereby effecting
supplies. To address these issues, the company has drawn up plans, to
augment it present capacity of dormitory workers, with the building up
of an additional dormitory, for which suitable land is available inside
the factory campus in Thingalur. Similiar efforts, are also being
contemplated at Umbergaon factory. By adopting such strategy, the
company plans to overcome these issues.
The Net Profit Before Tax stood at Rs. 805.97 Lakhs as against Rs.
438.51 Lakhs in the previous year and Profit After Tax is stood at Rs.
532.66 Lakhs in the current year as against Rs. 284.51 Lakhs in the
previous year.
FIXED DEPOSIT
Your Company did not accept any fixed deposits from public during the
year.
SUBSIDIARY
Your Company does not have any subsidiary Company.
DIRECTORS
In terms of the Companies Act, 2013 ("Act") Independent Directors are
required to be excluded while computing the number of Directors to
retire by rotation. Accordingly it is proposed to change the terms of
office of Mr. Sunil Pathare and Mr. Kapil Pathare from Director non-
retiring to Director retiring by rotation.
As of the date of this report, Mr. Robin Banerjee, Mr. Gopal Sehjpal,
Mr. Chetan Sheth and Mr. Arvind Kulkarni are Independent Directors as
per Clause 49 of the Listing Agreement and were appointed under the
Companies Act, 1956 as Directors liable to retire by rotation. In order
to give effect to the applicable provision of Section 149 and 150 of
the new Companies Act, 2013, it is proposed that these Directors be
appointed as Independent Director, to hold office for five consecutive
years, for a term upto March 31st 2019.
The Company has received declaration from all the Independent Director
of the Company confirming that they meet the criteria of Independence
as prescribed under the applicable provision of Section 149 of the Act
and under Clause 49 of the Listing Agreement with the Stock Exchange.
AUDITORS
M/s. Attar & Company, Chartered Accountants, holds office as auditors
of the Company until the conclusion of the forthcoming Annual General
Meeting and is eligible for re-appointment in accordance to Section
139,142 and other applicable provisions of the Companies Act, 2013 and
of the Companies (Audit and Auditors) Rules, 2014. It is proposed to
re-appoint them as Auditor of the company from the conclusion of this
Annual General Meeting until the completion of the next Annual General
Meeting of the Company.
COST AUDITORS
The Central Government vide its notification dated 3rd June, 2011 under
the Companies (Cost Accounting Record) Rules, 2011 directed the Company
to get the cost accounting record been audited by Practicing Cost
Auditor and submit the cost audit report with Ministry of Corporate
Affairs.
The Company has appointed Mr. Sushil Kumar Agarwal of M/s. S.K. Agarwal
& Associates, Practising Cost Accountants as a Cost Auditor of the
Company, for the issue of Cost Audit Report for the financial year
2013-14.
The Company had submitted the Cost Audit Report for the financial year
2012-13 with the Ministry of Corporate Affairs.
However there has been no notification till date, covering the industry
for the purpose of Cost Audit for the financial year 2014-15.
PERSONNEL
The Human asset is very vital to the Company and the Company regards
its employees as its strength and accords high priority to training and
development of employees. Your directors placed on record the
appreciation, efforts and dedication of the employees in supporting the
various initiatives of the Company.
Information Pursuant to Section 217 of the Companies Act, 1956.
Energy conservation, technology absorption & Foreign Exchange earning &
Outgo.
The information required to be disclosed under Section 217(1)(e) of the
Companies Act, 1956, read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988, with respect to
conservation of energy, technology absorption, foreign exchange
earnings/outgo, are set out in the Annexure to this report.
Particulars of Employees:
Pursuant to the amendment in Companies (particulars of employees)
Rules, 2011 vide notification No. GSR 289(E) dated 31.03.2012 issued by
Ministry of Corporate Affairs, none of the employee of the Company were
in receipt of Rs. Sixty Lakhs per annum or Rs. Five Lakhs per Month
during the year under review. Accordingly, no particulars of Employees
are given pursuant to the provisions of Section 217(2A) of Companies
Act, 1956.
DIRECTORS'' RESPONSIBILITY
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 1956
the Directors confirm that:
* In the preparation of the annual accounts, the applicable accounting
standards have been followed.
* Appropriate accounting principles have been selected and applied
consistently, and have 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 as at 31st March, 2014 and of the profits of the Company
for the period ended on 31st March, 2014.
* Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safe-guarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
* The annual accounts have been prepared on going concern basis.
CORPORATE GOVERNANCE
The Company is committed to maintain highest standards of Corporate
Governance. The Securities and Exchange Board of India (SEBI) has
introduced a code of Corporate Governance for listed companies which
are implemented through the Listing Agreement with the Stock Exchanges,
in which the Company''s shares are listed. A separate report on
Corporate Governance form a part of the Annual Report.
REDEMPTION OF 5% REDEEMABLE PREFERENCE SHARES
The Company had issued and allotted the 24,35,000, 5% Redeemable
Preference Shares of Rs. 100/- each on 1st February, 2006, redeemable
after 31st January 2016 with an option to the Company to redeem it at
the end of the 8th, 9th and 10th Year, in three equal installment. The
Company had bought back 12,50,050 5% Redeemable Preference Shares
(6,20,600 shares in FY. 2010-11) and (6,29,450 shares in FY 2011-12).
As per the terms, the Company exercises its options to redeem its 5%
Redeemable Preference Shares in three equal installments which is due
from the end of 8th year. The Company will redeemed (along with the
dividend) its 1st trench of 3,94,984 of 5% Redeemable Preference Shares
of Rs. 100/- each on or before 31st July 2014.
ACKNOWLEDGMENT
The Directors of your Company acknowledge with deep sense of
appreciation the encouragement, support and co-operation received by
the Company from its Bankers viz. State Bank of India, IDBI Bank
Limited, HDFC Bank Limited, Kotak Mahindra Bank Limited, BSE Limited,
National Stock Exchange of India Limited, Shareholders, Suppliers and
Esteemed Customers of the Company.
CAUTIONARY STATEMENT
Statement made in the Annual Report including those stated under the
caption "Management Discussion and Analysis" describing the Company''s
plan, projections and expectations may constitute "forward looking
statement" within the meaning of applicable laws and regulations.
Actual results may differ materially from those either expressed or
implied.
For and on behalf of the Board
Place: Mumbai J.K. Pathare
Date: 23rd July, 2014 (Chairman)
Registered Office:
Plot No.C-6, Road No.22,
MIDC, Andheri (East)
Mumbai 400 093
Mar 31, 2013
To, THE MEMBERS OF MAXWELL INDUSTRIES LTD.
The Directors of your Company are pleased to present, the 23rd Annual
Report, on the working and the progress of the Company, along with
audited accounts, for the financial year ended on 31st March, 2013 and
Report of the Auditors thereon.
FINANCIAL RESULTS
(Rs. in Lakhs)
Current
Year Previous
Year
ended
31/03/2013 ended
31/03/2012
Profit before Interest,
Depreciation & Income Tax 2170.45 1872.50
Less : Interest 1391.52 1491.33
Less : Depreciation 340.42 352.17
Profit before tax on
ordinary activities 438.51 29.00
Profit on exceptional items 587.21
Profit before tax 438.51 616.21
(Less): Provision for
income tax - Current 105.70 123.74
(Less): Provision for
income tax - Deferred 51.30 20.60
Profit after tax 281.51 471.87
Add/(Less): Tax adjustment
for previous year 3.00 (7.81)
Profits for the year 284.51 464.06
DIVIDEND
(Rs. in Lakhs)
Current
Year Previous
Year
ended
31/03/2013 ended
31/03/2012
On buy back of 5% Redeemable
Preference Shares 21.35
5% Redeemable Preference Shares 59.25 59.25
Equity Dividend 157.69 189.23
The Directors have recommended a dividend of 12.50% on Equity Shares Rs.
0.25 (Twenty Five) paisa per Equity Share of Rs. 2/- each and 5% on
Redeemable Preference Shares Rs. 5/- (Five) per Preference Share of Rs.
100/- each for the financial year ended on 31st March, 2013. This
Dividend of Rs. 216.94 Lakhs along with dividend distribution tax of Rs.
35.19 Lakhs will absorb Rs. 252.13 Lakhs.
OPERATIONS
During the year under review, the Company recorded a turnover of Rs.
24,947 Lakhs as against Rs. 21,990 Lakhs in the previous year,
registering an increase of 13.45% driven by higher volumes in the
brands and improved price realization. The sales volume could have been
higher but for after the effect of zero % (percentage) excise duty on
branded garment, the trade expecting a roll back on the price of the
finished goods, reduces their off take, resulting in a serious drop of
sales during the last quarter of the financial year. The Net Profit
Before Tax stood at Rs. 438.51 Lakhs as against Rs. 29.00 Lakhs (Rs. 288.25
from continuing operations Less Rs. 259.25 Lakhs from discontinuing
operations) and exceptional capital profit NIL during the current year
against Rs. 587.21 Lakhs in the previous year and Profit After Tax is
stood at Rs. 284.51 Lakhs in the current year as against Rs. 464.06 Lakhs
in the previous year.
During the financial year, the Company had spent a substantial amount
on Advertisement and Sales Promotion activities to keep momentum in the
market.
All the manufacturing units are presently running at its normal
capacity. During the year under review, there was fire, which broke out
at our Thingalur Stitching unit. There was damage to a portion of the
building and machinery on the floor, some Raw Material, WIP and Finish
Goods kept on the floor were damaged by fire. The entire Building,
Plant and Machinery and Inventory have been insured on replacement
basis and the Company expects to get its claim settled shortly. There
was no loss of life or injury in the accident which happened around mid
night. After the accident, the Company had been in a position to
regularize its operation and restore normalcy within a week''s time. As
on date, the damaged building has been reconstructed and the assets
lost replaced.
FIXED DEPOSIT
Your Company did not accept any fixed deposits from public during the
year.
SUBSIDIARY
Your Company does not have any Subsidiary Company.
DIRECTORS
Mr. Chetan Sheth, Director of the Company, retire by rotation and being
eligible, offer himself for re-appointment.
Dr. Arvind Kulkarni, Director of the Company, retire by rotation and
being eligible, offer himself for re-appointment.
The office term of Mr. Sunil J. Pathare, as a Vice Chairman & Managing
Director of the Company, expires on 16th July, 2013. The Remunerations
Committee and Board of Directors of the Company at their meeting held
on 15th May, 2013 approved the re-appointment of Mr. Sunil J. Pathare
as a Vice Chairman and Managing Director of the Company for the further
period of 3 (Three) years effective from 1st April, 2013 to 31st March,
2016. The details of his re-appointment and remuneration are disclosed
in the Notice of Annual General Meeting.
The office term of Mr. Kapil J. Pathare, as a Whole time Director of
the Company, expires on 30th June, 2013. The Remunerations Committee
and Board of Directors of the Company, at their meeting held on 15th
May, 2013 approved the re-appointment of Mr. Kapil J. Pathare as a
Whole time Director of the Company for the further period of 3 (Three)
years effective from 1st April, 2013 to 31st March, 2016. The details
of his re-appointment and remuneration are disclosed in the Notice of
Annual General Meeting.
AUDITORS
M/s. Attar & Company, Chartered Accountants, holds office as auditors
of the Company until the conclusion of the forthcoming Annual General
Meeting and is eligible for re-appointment.
COST AUDITORS
The Central Government vide its notification dated 3rd June, 2011 under
the Companies (Cost Accounting Record) Rules, 2011 directed the Company
to get the cost accounting record been audited by Practising Cost
Auditor for the financial year 2012-13 and submit the Cost Audit Report
with Ministry of Corporate Affairs.
The Company has appointed Mr. Sushil Kumar Agarwal of M/s. S.K. Agarwal
& Associates, Practising Cost Accountants as a Cost Auditor of the
Company, for the issue of Cost Audit Report for the financial year
2012-13.
The Company had submitted the Compliance Report for the financial year
2011-12 with the Ministry of Corporate Affairs.
PERSONNEL
The Industrial Relations scenario are cordial. The Company regards its
employees as its strength and accords high priority to training and
development of the employees. Your Directors placed on record the
appreciations, efforts and dedication of the employees in supporting
the various initiatives of the Company.
Information Pursuant to Section 217 of the Companies Act, 1956.
Energy conservation, technology absorption & Foreign Exchange earning &
Outgo.
The information required to be disclosed under Section 217(1) (e) of
the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988, with
respect to conservation of energy, technology absorption, foreign
exchange earnings / outgo, are set out in the Annexure to this report.
Particulars of Employees:
Pursuant to the amendment in Companies (particulars of employees)
Rules, 2011 vide notification No. GSR 289(E) dated 31.03.2011 issued by
Ministry of Corporate Affairs, none of the employee of the Company were
in receipt of Rupees Sixty Lakhs per annum or Rupees Five Lakhs per
Month during the year under review. Accordingly, no Particulars of
Employees are given pursuant to the provisions of Section 217(2A) of
Companies Act, 1956.
DIRECTORS'' RESPONSIBILITY
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2002
the Directors confirm that:
-I n the preparation of the annual accounts, the applicable accounting
standards have been followed.
-Appropriate accounting principles have been selected and applied
consistently, and have 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 as at 31st March, 2013 and of the profits of the Company
for the period ended on 31st March, 2013.
-Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safe-guarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
-The annual accounts have been prepared on going concern basis.
CORPORATE GOVERNANCE
The Company is committed to maintain highest standards of Corporate
Governance. The Securities and Exchange Board of India (SEBI) has
introduced a code of Corporate Governance for Listed Companies which
are implemented through the Listing Agreement with the Stock Exchanges,
in which the Company''s shares are listed. A separate report on
Corporate Governance form a part of the Annual Report.
ACKNOWLEDGEMENT
The Directors of your Company acknowledge with deep sense of
appreciation the encouragement, support and co-operation received by
the Company from its Bankers viz. State Bank of India, IDBI Bank
Limited, HDFC Bank Limited, Kotak Mahindra Bank Limited, SIDBI, Bombay
Stock Exchange Limited, National Stock Exchange of India Limited,
Shareholders, Suppliers and Esteemed Customers of the Company.
CAUTIONARY STATEMENT
Statement made in the Annual Report including those stated under the
caption "Management Discussion and Analysis" describing the Company''s
plan, projections and expectations may constitute "forward looking
statement" within the meaning of applicable laws and regulations.
Actual results may differ materially from those either expressed or
implied.
Place: Mumbai For and on behalf of the Board
Date: 15th May, 2013
Registered Office J.K. Pathare
Plot No.C-6, Road No.22, (Chairman)
MIDC, Andheri (East)
Mumbai 400 093
Mar 31, 2012
THE MEMBERS MAXWELL INDUSTRIES LTD.
The Directors of your Company are pleased to present, the 22M Annual
Report, on the working and the progress of the Company, along with
audited accounts, for the financial year ended on 31st March, 2012 and
Report of the Auditors thereon.
FINANCIAL RESULTS (Rs in Lakhs)
Current Year Previous Year
Ended Ended
31/03/2011 31/03/2011
Profit before Interest, Depreciation &
Income Tax 1,913.75 2,041.76
Less Interest 1,493.09 1,369.72
Less : Depreciation 391.66 431.84
Profit before tax on ordinary
activities 29.00 240.20
Profit on exceptional items 587.21 -
Profit before tax 616.21 240.20
(Less): Provision for income
tax - Current & FBT 123.74 -
(Less): Provision for income
tax - Deferred 20.60 37.17
Profit after tax 471.87 203.03
Add/(Less): Tax adjustment for
previous year (7.81) (39.71)
Profits for the year 464.06 163.32
DIVIDEND (Rs in Lakhs)
Current Year Previous Year
Ended Ended
31/03/2011 31/03/2011
On buy back of 5% Redeemable
Preference Shares 21.35 14.11
5% redeemable Preference Shares 59.25 90.72
Equity Dividend 189.23 63.08
The Directors have recommended a dividend of 15 % on Equity Shares
(Thirty paisa per Equity Share of Rs 21- each) and 5% on Redeemable
Preference Shares (Rs 51- per share of Rs 100/- each) for the financial
year ended on 31s1 March, 2012. This Dividend of Rs 248.48 lakhs along
with dividend distribution tax of Rs 30.70 Lakhs will absorb Rs 279.18
Lakhs. The Company has paid the Dividend Rs 21.35 Lakhs and Dividend
Distribution Tax of Rs 9.61 Lakhs on Buy back of Preference Shares.
OPERATIONS
During the year under review, the Company recorded a Hosiery turnover
of Rs 21,990 Lakhs as against Rs 22,372 Lakhs in the previous year.
The operation of the Company was seriously affected in the area of
processing of greige fabric. The High Court of Tamil Nadu had passed
strictures shutting down all the processing units in and around
Tirupur, including the Company's unit located at Perundurai in Tamil
Nadu.
Due to this, the Company faced serious problem in the production of
finished fabric which impacted the Company's production of finished
products. The Company had to source production facilities from places
like Kolkata, Mumbai etc to meet the requirement of its Tamil Nadu
stitching unit, which resulted in high cost and operational time. The
Company's 60% production orginates from Tamil Nadu. The closure of
Perundurai processing unit, resulted in serious drop in production and
hence sales. After implementing CAPEX at Perundurai processing unit as
suggested by the Monitoring Committee, now we are happy to inform that
we are one of the few companies which has been permitted to restart.
COMPLETION OF SALE/DISPOSAL OF SPINNING BUSINESS AT GOBICHETTIPALAYAM
The Members had approved by way of Special Resolution, the Sale of
Spinning Business of the Company on Slum Sale basis situated at
Gobicheittpalayam fora consideration of Rs 3900 Lakhs to M/s. M C
Spinners Private Limited.
The Company has completed the sale transaction in the month of
December, 2011 by receiving total consideration of Rs 3,900 Lakhs for
transfer of fixed assets and net current assets and made a capital
profit of Rs 587 Lakhs.
The Company's Gobi unit was supplying about 50% of its yarn
requirement; now after sale of Gobi unit the entire quantity is being
outsourced either as yarn or as finished fabric directly from the
market.
FIRE BROKE OUT IN STITCHING UNIT ATTHINGALLUR
During the current financial year, afire broke out at the center
building oftheThingalur stitching unit in Tamil Nadu. This resulted in
loss to the plant & machinery and building and raw material, work in
progress and finished goods stock on the floor. There was no loss of
life or injury in this accident. It took almost ten hours to put out
the blaze. The Company's property/stocks have all been adequately
insured. The Company production facility has been reoriented so that
the loss of production due to fire could be minimized.
FIXED DEPOSIT
Your Company did not accept any fixed deposits from public during the
year.
SUBSIDIARY
Your Company does not have any subsidiary Company.
DIRECTORS
Mr. Gopal Sehjpal, Director of the Company, retire by rotation and
being eligible, offer himself for re-appointment.
Dr.Arvind Kulkarni, Director of the Company, retire by rotation and
being eligible, offer himself for re-appointment.
Mr. Robin Banerjee, Director of the Company, retire by rotation and
being eligible, offer himself for re-appointment.
AUDITORS
M/s Attar & Company, Chartered Accountants, holds office as auditors of
the Company until the conclusion of the forthcoming Annual General
Meeting and is eligible for re-appointment.
COST AUDITORS
The Central Government vide its notification dated 3r" June, 2011
under the Companies (Cost Accounting Record) Rules, 2011 directed the
Company to maintain the Cost accounting record for the financial year
2011-12 and obtain the Compliance Report from the practising cost
auditor and also vide notification dated 3rd June, 2011 under the
Companies (Cost Audit Report) Rules, 2011 directed the Company to get
the cost accounting record been audited by Practising Cost Auditor for
the financial year 2012-13 and submit the cost audit report with
Ministry of Corporate affairs.
The Company has appointed Mr. Sushil Kumar Agarwal of M/s. S.K. Agarwal
& Associates, Practising Cost Accountants as a Cost auditor, for issue
of Compliance Report for the financial year 2011-12 and Cost audit
report for the financial year 2012-2013.
The Compliance Report for the financial year ended 31st March, 2012
will be filed within the prescribed period.
PERSONNEL
The Industrial relations with employees continued to be cordial through
out the year. Various initiatives in training program which included in
house, on the job as well as external training were carried out to
enhance managerial and technical skills. Employees have taken
initiatives in developing inhouse Quality assurance system and 5-S
implementation programme on shop floor. Job enlargement / enrichment
among the existing employees have given positive impact on payroll.
Your Directors placed on record the appreciation, efforts and
dedication of the employees in supporting the various initiatives of
the Company.
Information Pursuant to Section 217 of the Companies Act, 1956.
Energy conservation, technology absorption & Foreign Exchange earning &
Outgo.
The information required to be disclosed under Section 217(1) (e) of
the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988, with
respect to conservation of energy, technology absorption, foreign
exchange earnings / outgo, are set out in the Annexure to this report.
Particulars of Employees:
Pursuant to the amendment in Companies (particulars of employees)
Rules, 2011 vide notification No. GSR 289(E) dated 31.03.2011 issued by
Ministry of Corporate Affairs, none of the employee of the Company were
in receipt of Rs. Sixty Lacs per annum or Rs Five Lacs per Month during
the year under review. Accordingly, no particulars of Employees are
given pursuant to the provisions of Section 217(2A) of Companies Act,
1956.
DIRECTORS' RESPONSIBILITY
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2002
the Directors confirm that:
- In the preparation of the annual accounts, the applicable
accounting standards have been followed.
- Appropriate accounting principles have been selected and applied
consistently, and have 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 as at 31st March, 2012 and of the profits of the Company
for the period ended on 31s1 March, 2012.
- Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safe-guarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
- The annual accounts have been prepared on going concern basis.
CORPORATE GOVERNANCE
The Company is committed to maintain highest standards of Corporate
Governance. The Securities and Exchange Board of India (SEBI) has
introduced a code of Corporate Governance for listed companies which
are implemented through the Listing Agreement with the Stock Exchanges,
in which the Company's shares are listed. A separate report on
Corporate Governance form a part of the Annual Report.
BUY BACK OF 5% REDEEMABLE PREFERENCE SHARES
The Buyback of 6,29,450 - 5% Redeemable Preference Shares were kept on
hold in the last financial year due to price of basic raw material was
increased substantially in that financial year.
During the financial year under review, the Board of Directors of the
Company after reviewing the financial position of the Company within
its power, approved the Buyback of 6,29,450 - 5% Redeemable Preference
Shares of Rs 100/- each at par, as per the provision of Section 77Aand
rules made there under Companies Act, 1956.
ACKNOWLEDGEMENT
The Directors of your Company acknowledge with deep sense of
appreciation the encouragement, support and co-operation received by
the Company from its Bankers viz. State Bank of India, IDBI Bank
Limited, HDFC Bank Limited, Kotak Mahindra Bank Limited and SIDBI,
Bombay Stock Exchange Limited, National Stock Exchange of India
Limited, shareholders, suppliers and esteemed customers of the Company.
CAUTIONARY STATEMENT
Statement made in the Annual Report including those stated under the
caption "Management Discussion and Analysis" describing the
Company's plan, projections and expectations may constitute "forward
looking statement" within the meaning of applicable laws and
regulations. Actual results may differ materially from those either
expressed or implied.
Mumbai For and on behalf of the Board
Date: 14th May, 2012
Registered Office J.K. Pathare
PlotNo.C-6,RoadNo.22, (Chairman)
MIDC,Andheri(East)
Mumbai 400093
Mar 31, 2011
THE MEMBERS
MAXWELL INDUSTRIES LTD.
The Directors of your Company, are pleased to present, the 21st Annual
Report, on the working and the progress of the Company, along with
audited accounts, for the financial year ended on 31st March, 2011 and
Report of the Auditors thereon.
FINANCIAL RESULTS
(Rupees in Lakhs)
Current Year Previous Year
Ended Ended
31/03/2011 31/03/2010
Profit before Interest, Depreciation
& Income Tax 1994.11 2638.74
Less Interest 1322.09 1136.32
Less : Depreciation 431.84 435.15
Profit before tax 240.18 1067.27
(Less): Provision for income tax
- Current & FBT 0.00 (329.28)
(Less): Provision for income tax
- Deferred (37.17) (36.07)
Profit after tax 203.01 701.92
Add/(Less): Tax adjustment for
previous year (39.17) (48.87)
Profits for the year 163.30 653.05
DIVIDEND
(Rupees in Lakhs)
Current Year Previous Year
Ended Ended
31/03/2011 31/03/2010
On buy back of 5% Redeemable
Preference Shares 14.11 0.00
5% redeemable Preference Shares 90.72 121.75
Equity Dividend 63.08 252.31
The Directors have recommended a dividend of 5% on Equity Shares (10
paisa per Equity Share of Rs.2/- each) and 5% on Redeemable Preference
Shares (Rs.5/- per share of Rs. 100/- each) for the financial year
ended on 31st March, 2011. This Dividend of Rs. 153.80 lakhs along with
dividend distribution tax of Rs.24.95 lakhs will absorb Rs. 178.75
lakhs. The Company has paid the Dividend of Rs.14.11 lakhs and Dividend
Distribution Tax of Rs. 2.34 lakhs on Buy back of Preference Shares.
OPERATIONS
During the year, your Company has achieved sales of Rs.229.48 crores,
as against Rs.211.39 crores in the previous year. Sales for hosiery
business was Rs. 221.58 crores against Rs. 203.17 crores in the
previous year representing an increase of 9.06 % growth over the
previous year. The external sales of the Spinning Division was Rs.7.73
crores against Rs.8.22 crores in the previous year.
The year 2010-11 had been a turbulent year for the textile industries.
The prices of main raw materials i.e Cotton & Yarn showed an
unprecedented increase with the input price rising by more than 85% in
the financial year, putting the entire cost structure into severe
strain.
Apart from this, the processing facility in the south were affected due
to closure notice issued resulting from strictures passed by Hon'ble
High Court of Tamil Nadu, on the issue of pollution and effluent
treatment. The Company's unit at Perundurai had to be shut, resulting
in disruption in processing activities of the Company. The Company has
now incurred capex to up grade the effluent treatment facility at
Perundurai and is awaiting the clearance to restart the unit.
Further the imposition of Excise duty on all branded textile products
in the month of February, 2011 had an affect on depressing the sales
for the month of March, 2011.
All these had an impact on sales, stocks and profitability of the
Company.
SALE/ DISPOSAL OF SPINNING DIVISION AT GOBI.
As members are aware that, Board had sought the approval of members of
the Company for sale/disposal of Spinning Division of Company situated
at Gobichettipalayam, Erode in terms of Section 293(1 )(a) of the
Companies Act, 1956.
FIXED DEPOSIT
Your Company did not accept any fixed deposits from public during the
year.
SUBSIDIARY
Your Company does not have any subsidiary Company.
DIRECTORS
Mr. Chetan Sheth, Director of the Company, retire by rotation and being
eligible, offer himself for re-appointment.
Mr. Manish Chhajed, Director of the Company, retire by rotation and
being eligible, offer himself for re-appointment.
AUDITORS
M/s Attar & Company, Chartered Accountants, holds office as auditors of
the Company until the conclusion of the forthcoming Annual General
Meeting and is eligible for re-appointment.
PERSONNEL
The Industrial relations with employees continued to be cordial through
out the year. Various initiatives in training program which included in
house, on the job as well as external training were carried out to
enhance managerial and technical skills. Employees have taken
initiatives in developing in house Quality assurance system and 5-S
implementation programme on shop floor. Job enlargement/ enrichment
among the existing employees have given positive impact on efficiency.
Your Directors placed on record the appreciation, efforts and
dedication of the employees in supporting the various initiatives of
the Company.
Information Pursuant to Section 217 of the Companies Act, 1956.
Energy conservation, technology absorption & Foreign Exchange earning &
Outgo.
The information required to be disclosed under Section 217(1) (e) of
the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988, with
respect to conservation of energy, technology absorption, foreign
exchange earnings / outgo, are set out in the Annexure to this report.
Particulars of Employees:
Pursuant to the amendment in Companies (particulars of employees)
Rules, 2011 vide notification No. GSR 289(E) dated 31.03.2011 issued by
the Ministry of Corporate Affairs, none of the employees of the Company
were in receipt of Rs. Sixty Lakhs per annum or Rs. Five Lakhs per
month during the year under review. Accordingly, particulars of
Employees are not given pursuant to the provisions of Section 217(2A)
of Companies Act, 1956.
DIRECTORS' RESPONSIBILITY
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2002
the Directors confirm that:
- In the preparation of the annual accounts, the applicable accounting
standards have been followed.
- Appropriate accounting principles have been selected and applied
consistently, and have 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 as at 31st March, 2011 and of the profits of the Company
for the period ended on 31st March, 2011.
- Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safe-guarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
- The annual accounts have been prepared on going concern basis.
CORPORATE GOVERNANCE
The Company is committed to maintain highest standards of Corporate
Governance. The Securities and Exchange Board of India (SEBI) has
introduced a Code of Corporate Governance for listed companies which
are implemented through the Listing Agreement with the Stock Exchanges,
in which the Company's shares are listed. A separate report on
Corporate Governance form a part of the Annual Report.
BUY BACK OF 5% REDEEMABLE PREFERENCE SHARES
The members had passed on 15th May, 2010, a Special Resolution under
Section 77Aof the Companies Act, 1956 enabling the Company and its
Board of Directors to Buy Back upto 12,50,050 fully paid up, 5%
Redeemable Preference Shares, from the existing Preference Shareholders
of the Company.
The Company upto 14th September, 2010 has bought back 6,20,600 out of
12,50,050 Preference Shares from the existing Preference Shareholders.
As informed to you, during the financial year under review the price of
raw materials were increased substantially as compared to previous
year. The Board of Directors of the Company, seeing the implication and
effect of raise in the price of basic raw materials on the cash flow of
the Company has kept on hold the buy back of remaining 6,29,450
Preference Shares.
The Special Resolution passed by the members under section 77A of the
Companies Act, 1956 is valid for a period of one year from the date of
passing of Special Resolutions. As the Special Resolution passed by the
members has expired.
ACKNOWLEDGEMENT
The Directors of your Company acknowledge with deep sense of
appreciation the encouragement, support and co-operation received by
the Company from its Bankers viz. State Bank of India, IDBI Bank
Limited, Standard Chartered Bank, Barclays Bank PLC, Bombay Stock
Exchange Limited, National Stock Exchange of India Limited,
shareholders, suppliers and esteemed customers of the Company.
CAUTIONARY STATEMENT
Statement made in the Annual Report including those stated under the
caption "Management Discussion and Analysis" describing the Company's
plan, projections and expectations may constitute "forward looking
statement" within the meaning of applicable laws and regulations.
Actual results may differ materially from those either expressed or
implied.
For and on behalf of the Board
J.K. Pathare
(Chairman)
Mumbai
Date: 30thMay, 2011
Registered Office
Plot No.C-6, Road No.22,
MIDC,Andheri(East)
Mumbai 400 093
Mar 31, 2010
The Directors of your Company, are pleased to present, the 20th Annual
Report, on the working and the progress of the Company, along with
audited accounts, forthe year ended on315 March, 2010and Report of the
Auditors thereon.
FINANCIAL RESULTS (Rupees in Lakhs)
Current Year Previous Year
Ended 31/03/2010 Ended 31/03/2009
Profit before Interest, Depreciation &
Income Tax 2638.74 2374.12
Less: Interest 1136.32 829.20
Less : Depreciation 435.15 442.84
Profit before tax 1067.27 1102.08
(Less): Provision for income tax
- Current & FBT (329.28) (335.43)
(Less): Provision for income tax
- Deferred (36.07) (58.16)
Profit after tax 701.92 708.49
(Add /(Less): Tax adjustment for
previous year (48.87) (61.64)
Profits for the year 653.05 646.85
DIVIDEND (Rupees in Lakhs)
Current Year Previous Year
Ended 31/03/2010 Ended 31/03/2009
5% Redeemable Preference Shares 121.75 121.75
Equity Dividend 252.31 252.31
The Directors have recommended a dividend of 20% on Equity Shares (0.40
paise per Equity Shares of Rs.2/- each and 5% on Redeemable Preference
Shares (Rs.5/-per shares of Rs.100/-each) for the financial year ended
on 31st March, 2010. The Dividend of Rs.374.06 Lakhs along with
dividend distribution Tax of Rs.62.13 Lakhs will absorb Rs.436.19
Lakhs.
OPERATIONS
During the year, your Company has acheived sales of Rs.211.39 crores,
as against Rs.191.89 crores, in the previous year.Sales from hosiery
business was Rs. 203.17 crores, as against Rs. 185.51 crores, in the
previous year representing an increase of 9.52% growthover the previous
year. The external sales of the Spinning Division was Rs. 8.22 crores
as against Rs. 6.39 crores in the previous year representing an
increase of 28.64% over the previous year. The performance of the
spinning division continued to be effected by the power situation in
Tamil Nadu.
1. Hosiery Division:- During the year under review the hosiery
division recorded better turnover. The Companys manufacturing unit at
Thingalur (Tamil Nadu), Umbergaon (Gujarat) improved on its
productivity. Power supply in Tamil Nadu and shortage of skilled labour
however continue to trouble this industry.The Company manufactured and
sold closed to 63.27 lakhs boxes as against 60.78 lakhs boxes in the
previous year.The socks segment also performed well.
The Companys new international brand of innerwear, under the name
Eminence has been launched in the southern states of our country and
will soon have its Pan India presence.This new range of products have
been well received by the market.
2. Spinning Division:- The Spinning Division of the Company has been
badly affected by the power situation in the state of Tamil Nadu. The
industry is also facing a trouble due to erratic movement of input
cotton price which has resulted in increase in price of yarn. During
the year in review, the price of cotton both in the local as well as in
the International market increased substantially. There was severe
pressure on the price of cotton in the domestic market, with higher
exports of cotton as compared to the previous year. This resulted in a
steep increase in the price of cotton, consequently to this the price
of yarn also recorded unprecedented increases. Though few short term
measures have been taken by the Government to control this steep
increase, it has yet to bring about desired.
EXPANSION AND DIVERSIFICATION
As you are aware, the entire process activity (except knitting)
starting from cotton to finished fabric is carried on by the Company.
To meet the requirement of the knitting of fabric the Company had to
depend on third party knitters for knitting of yarn. Many of the
knitters were small timers with less than 5 machines and this coupled
with power situation in Tamil Nadu was resulting in a higher increase
in processing time. To resolve this issue, the Company has put up a
knitting unit in Daman with about 46 machines to cater to the
requirement of Umbergaon processing unit which were receiving fabric
from Thingalur in Tamil Nadu. The Unit which has the advantage of lower
power cost will help to cut the processing time when fully operational.
FIXED DEPOSIT
Your Company did not accept, any fixed deposits, from public during the
year.
DIRECTORS
Dr.Arvind Kulkarni, Director of the Company, retire by rotation and
being eligible, offers himself for re-appointment.
Mr.Gopal Sehjpal, Director of the Company, retire by rotation and being
eligible, offers himself for re-appointment.
M/s Attar & Company, Chartered Accountants, holds office as auditors of
the Company until the conclusion of the forthcoming Annual General
Meeting and are eligible for re-appointment.
PERSONNEL
The relations with employees continued to be cordial throughout the
year. Various initiatives in training program which included in-house
as well as external trainings were carried out to enhance managerial
and technical skills. Your Directors placed on record the appreciation,
efforts and dedication of the employees in supporting the various
initiatives of the Company.
Information Pursuant to Section 217 of the Companies Act, 1956.
Energy conservation, Technology absorption, Foreign Exchange Earnings &
Outgo.
The information required to be disclosed under Section 217(1 )(e) of
the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988, with
respect to conservation of energy, technology absorption, foreign
exchange earnings / outgo, are set out in the Annexure-Ato this report.
Particulars of Employees:
The Information required to be disclosed under Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975 are set out in the Annexure-B to this report.
DIRECTORS RESPONSIBILITY
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2002,
the Directors confirm that:
- In the preparation of the annual accounts, the applicable accounting
standards have been followed.
- Appropriate accounting principles have been selected and applied
consistently, and have made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31s March, 2010 and of the profits of
the Company for the period ended on 31s March,2010.
- Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safe-guarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
- The annual accounts have been prepared on going concern basis.
CORPORATE GOVERNANCE
The Company is committed to maintain highest standards of Corporate
Governance. The Securities and Exchange Board of India (SEBI) has
introduced a code of Corporate Governance for listed companies which
are implemented through the Listing Agreement with the Stock Exchanges,
in which the Companys shares are listed. A separate report on
Corporate Governance form a part of the Annual Report.
ACKNOWLEDGMENT
The Directors of your Company acknowledge with deep sense of
appreciation the encouragement, support and co-operation received by
the Company from its Bankers, Bombay Stock Exchange Limited, National
Stock Exchange of India Limited, shareholders, suppliers and esteemed
customers of the Company.
CAUTIONARY STATEMENT
Statement made in the Annual Report including those stated under the
caption "Management Discussion and Analysis" describing the Companys
plan, projections and expectations may constitute "forward looking
statement" within the meaning of applicable laws and regulations.
Actual results may differ materially from those either expressed or
implied.
For and on behalf of the Board
Place : Mumbai Jaykumar K. Pathare
Date :28th May, 2010 (Chairman)
Registered Office :
C-6, Road No. 22,
MIDCAndheri (East),
Mumbai -400093.