The Members,
Alps Industries Limited
The Directors have pleasure in presenting the Thirty Ninth Annual
Report together with the Audited Statements of Account of the Company for
the financial year endedon31st March 2011.
Corresponding year Annual Accounts of the company are for a period of 9
months i.e. from 1st July''2009 to 31st March'' 2010. These figures,
therefore, are not comparable with current year i.e. from 1st April,
2010 to 31st March''2011 figures. The Financial Results of these two
periods are as under:
FINANCIAL RESULTS (Rs.in Millions)
Particulars 12 months period
ended 9 months period
31.03.2011 ended 31.03.2010
Total Income 6954.98 4688.22
Operating Earnings/Losses
before Financial Expenses, (58.13) (183.26)
Depreciation & Amortization and Tax
Finance Cost 836.13 564.21
Depreciation 444.26 306.61
Profit/Loss Before Tax (1222.26) (1054.08)
Provision for Tax
Deferred Tax (219.15) 12.50
Profit/Loss After Tax (1003.11) (1066.58)
Prior year Adjustment 38.03 149.67
Add: Surplus of last year (3191.11) (2274.20)
Surplus available for appropriation (4156.19) (3191.11)
Appropriations
Surplus carried to Balance Sheet (4156.19) (3191.11)
Surplus available for appropriation (4156.19) (3191.11)
PERFORMANCE REVIEW
The textile industry is under-going an unprecedented rough trajectory
marked by crash in yarn prices, drastic demand erosion in the domestic
and international markets, juxtaposed with withdrawal of export
incentives that helped its price competitiveness, imposition of steep
excise duty of 10 percent on branded garments and of quantitative
restrictions on yarn export. A majority of units are not able to meet
their obligations for repayment of loans and interest. The world''s
cotton prices had crashed in line with global commodity prices in
April, after reaching unprecedented high levels. Apparently, due to
restrictions placed on export of cotton yarn last year, over 300
million kg of yarn remained with the mills as on March 31, 2011.
On the micro level new dimension from the marketing angle, has been
making in roads into the hitherto competing markets like Thailand,
Indonesia, Malaysia & Singapore in the South East Asian Region. This
market is poised to grow, in a sustained manner in the current year &
beyond with respect to decorative upholstery & drapery fabrics
products. Riding on very good entry into the Middle East Market last
year, the company has made its presence and increased the business in
this massively potential but price sensitive region. Your company
expects to do substantial volumes this year as well as in future from
this Market
The gradual revival of the United States markets, in which the company
has added on some major buyers with understanding of regular &
substantial business in this year and the forthcoming years. Addition
of some major buyers, in the South African Market – a focus market as
per the Ministry of Textiles, is another substantial achievement of the
company, which also paves the way to other neighboring African markets
for decorative fabrics as well as technical fabrics like top-coated
fabrics for awnings & other outdoor applications.
As regards readymade products, the company has made its foray into one
of the World''s Largest Retailers and supplying regular & large volumes
of curtains & windows blinds. The company has already achieved partial
business targets with the new firms. Seeds have been sowed in the Latin
American market, another focus market for textiles. The company is also
expecting good outcome in the later part of the year & the following
year from Brazil, Mexico, Argentina& Columbia to name a few countries
from this market.
During the last few years, your company have established brand name in
cotton yarn trade for its quality products. Your company has exported
yarn to about 25 countries and introduced wide range of yarn products
like Grey Polyester, Optical White Polyester, Dyed Polyester &
Acrylics, Reverse Twist (Sewing Threads), Industrial/shirting etc.
The Company expects stable market next year and has plans to improve the
presenceinsome other overseas market like Chile ,Ecuador, Peru,
Portugal Etc Your company also plans to focus on blended yarn like
Dyed, Slub, Core spun lycra, FR, Modal and PVA.
Fashion Accessories Division is undergoing a transition & focus on the
product lines is being offered to the market. The global recession has
put the premium products out of reach for most consumers across the
world, where the volumes for the Cashmere products have dipped
globally. The market has been hit by recession and there has
been a cut in spending power by the consumer. There are demands of
alternate products, which give the same aesthetic appeal, but the costs
are marginal. Through innovation process, your company has introduced
various blends in natural & artificial fibres, which meet the market
demands. The endeavor has been to increase the bottom line, cut down on
turn around time and deliverables. Your company has undertaken various
steps to streamline the production processes, which have brought down
process rejections and increased productivity. Currently, your company
is in the process of consolidation of existing markets & customers, to
increase the value from each customer and a higher share of the market
in the first half. In the second half of this financial year, your
company would be venturing in to new markets. Another salient feature,
would be the promotion of our home brand Le Pashmina in domestic market
in the retail sector. In the domestic market, your company has started
Institutional marketing of Cashmere products as a ideal corporate gift
article capitalizing on the perceived value & pride associated by
consumers on being the proud owner of a Cashmere product.
We envisage a good growth rate in the current financial year, through
our continuous process of product re-engineering and value additions to
have a cutting edge in the market.
The Furnishings segment also played an important role in the Indian
market. Your company has continuously developing/innovating the Vista
range of well designed blinds, which are inspired by nature. New range
has been introduced like Sheer Dim-out Blinds, Cellular Blinds and
S-Contour Blinds, using unique arrangements of blinds and new shapes.
Due to the factors explained above, the company has ended the twelve
months accounting period with a loss of (Rs.1003.11) millions in
comparison to a net loss of (Rs.1066.58) millions in the previous
period. The loss has also been increased due to some exceptional
booking of forex losses due to crystallization of derivative deals
entered in earlier years 2007-2008 and under utilization of capacity of
Meerut Unit, which expected to be improved in current year.
Due to economical non-viability the unit located at D-247/17, Sector
63, Noida, Uttar Pradesh has been closed down during the year under
review.
VISION FOR TECHNOLOGICAL GROWTH/EXPANSION
There are also plans to install latest reeling machines for increasing
the reeling production in the Kashipur Unit. Further company also
installed variator inverters at Kashipur & Jaspur Units, for the
continuous flow of production, which may be increased suitably during
the next year based on the outcome of the installation.
WEAVING AND PROCESSING FACILITIES-MEERUT
The unit was started in the year 2009 with state- of- art plant having
latest machineries from the world''s best makers, which produce high
quality products. Although the unit had commenced the operations during
the recession time and were a bit slow in gaining momentum, but now it
is coming back on the track. The unit produces Cotton, Polyester,
Cotton/ Polyester/Cationic Blends, Linen Blends fabrics etc.. There are
serious efforts to add new buyers & countries in company''s clientele.
Presently the unit is catering to almost all the potential Countries
like USA, UK, Australia, Russia, France, Singapore, Middle East etc.
Further, the unit specializes in Technical & Coated fabric,in which the
unit have dedicated production Lines.
Automotive Fabric Division :
The main product range of the unit consist of Upholstery and Decorative
Curtain fabrics having all sorts of fibers & Blends, Black out fabric/
Technical fabric, etc.. The unit is also catering to the demand of the
automotive industry and of various reputed Customers/Auto
Manufacturers.
Technical Textiles Division :
During the last financial year your company have introduced new range
of technical textiles products under the brand name of Sleep Dry for
Baby care having the features like, Ultimate protection from
bacteria''s, Breathable, water proof and absorbent, Provides extreme
comfort to the babies'' sensitive skin, Superior barrier against bed
wetting, Treated with Silver based solution, Easily washable and
Durable, Anti microbial & prevention against Dust Mite, which otherwise
might, cause allergic reactions like Asthma, Eczema etc..,
The products are already promoted through distributors and in the first
phase your company targeted baby stores and retail chain stores.
To improve the profitability and efficiency of the unit, various steps
are being taken to control the over-heads and to reduce the cost like
buying of raw material in bulk directly from suppliers, constant check
on power consumption, controlling/reducing rejections,
reusing/recycling of all possible items, using low consumption LED
lights, automizing process, usage of special electrical drives on
machines, special furnaces design of boiler and addition of additivein
pet coke etc.
FINANCIAL MANAGEMENT UNDER THE CORPORATE DEBT RESTRUCTURING
The company had been sanctioned restructuring scheme of its liabilities
under CDR mechanism by CDR Empowered Group on August 31, 2009 and as
amended from time to time. The package comprised of conversion of
unsustainable debt into OCCPS/CRPS, funding of Interest and reduction
of interest to 9% among other reliefs but the Company could not achieve
the projected Operating Profit level in subsequent year i.e. 2010-11,
mainly due to higher cost of raw materials and delay in
implementation of Meerut Plant. These adverse situations demanded the
reworking of existing sanctioned CDR package. The CDR EG accordingly
reworked its existing package by issuing of LOA dated 04.05.2011 and
allowed some additional reliefs to the Company like Conversion of
additional unsustainable portion of Term Loan into equity, reduced and
step up Rate of Interest and Realignment of the balance Term Loan
installments. The management of the company is hopeful to implement the
reworked scheme in the current year 2011-12. Since company is
registered with Hon''ble BIFR as per provisions of SICA, therefore a
Draft Rehabilitation Scheme based on the Reworked restructuring scheme
as sanctioned by CDR EG has been prepared and submitted to Operating
Agency & Hon''ble BIFR for approval. After getting approval from BIFR,
the rehabilitation scheme shall be implemented by all the concerned
members.
DECLARATION OF SICK INDUSTRIAL UNIT UNDER SECTION 3(1)(O) OF THE SICK
INDUSTRIAL COMPANIES (SPECIALPROVISIONS) ACT, 1985.
Due to erosion of total Net worth of the company as per Audited
Accounts as of 31st March 2010, the Company has filed a reference with
Hon''ble BIFR under section 15(1) of Sick Industrial Companies Act. The
company has been registered vide case no 32/2010 as per BIFR''s letter
dated June 29, 2010 and subsequently after the hearings and finding
justifications, BIFR has declared the company as Sick Industrial
Company under section 3(1)(o) of the SICAvide their order dated
06.12.2010. In the same order of Hon''ble BIFR, the State Bank of
India, has been appointed as the Operating Agency. In terms of the
directions of the BIFR, company had prepared the Draft Rehabilitation
Proposal and submitted to State Bank of India and BIFR. After due
consideration in the joint meeting held on 15th June 2011 (with
Lenders) and 5th July 2011 (with Statutory agencies whom company sought
some reliefs and concessions) State Bank of India has filed the Draft
Rehabilitation Scheme (DRS) with BIFR on 07.07.2011. The circulation of
the same is under the consideration of Hon''ble BIFR.
In view of registration with BIFR, and declaration of sickness under
the provisions of SICA with the Hon''ble Allahabad High Court, it was not
legally possible for the company to continue with the scheme of
compromise with Creditors filed u/s 391 of the Companies Act with
Hon''ble Allahabad High Court and therefore the company requested the
Hon''ble Allahabad High Court to allow the company to withdraw the
scheme of compromise u/s 391 pending with the Hon''ble Court. The
Hon''ble Allahabad High Court vide its order dated 16th March 2011
accepted the request of the company and thus the company has withdrawn
the scheme.
CERTIFICATION/RECOGNITIONS & ACHIEVEMENTS
- Certificate for ISO 14001:2004 issued by AF AQ-FAQA Ltd. for
environmental management system compliant company.
- Certificate for ISO 9001:2008 issued byAF AQ-FAQA Ltd. for quality
management system compliant company.
- COTTON USA License issued by Cotton Council International for
compliance with the licensing requirement to use to CCIs registered
trade mark.
- Certificate for the authorization according to Oeko-Tex® Standard 100
to use the Oeko-Tex® mark issued by Hohenstein Textile Testing
Institute GmbH &Co. KG.
- Certificate for Organic Exchange Blended Standard issued by Control
Union Certifications, Netherlands
- Secured 11th Rank out of the 13 top decorative Drapery Fabric
Suppliers published by F&FI''s
- CITATION Award for outstanding export performance during 2009-10
issued by TEX PROCIL.
- Certificate from RIETER Machine Works Ltd. for the authorization to
use the brand of COM 4® for compact yarn produced on Reiter Comfor Spin
machines.
COST CONTROL/REDUCTION
The company has taken various important and effective steps to control
the cost/overheads to achieve better performance and to reduce the
losses. In continuation of efforts, company has started purchasing
capital goods & other items under EPCG authorizations and has saved
substantial duties, export obligation is also being fulfilled by
exporting the goods. Company has also negotiated the insurance premium
rates to control the cost of insurance. The transportation cost has
also been reduced substantially by opting for Land Ports which are
nearer to the company units. Steps have also been taken to strengthen
the Quality Assurance department for line inspections of all stages of
production to reduce the rejections and optimize the production process
for better utilization of resources.
DISASSOCIATION FROM ASSOCIATE PROJECT
During the year under review, one of the indirect subsidiary company
related to power project namely Alps Uttarkhand Energy Pvt. Ltd., which
was a subsidiary of Alps Energy Pvt. Ltd. has been winded-up w.e.f.
17.03.2011 due to non operative nature.
FINANCIAL STATEMENTS OF SUBSIDARIESCOMPANIES
The company had three subsidiaries at the end of the financial year.
The Ministry of Corporate Affairs of Corporate Affairs, Government of
India, vide General Circular No: 2/2011: 51/12/2007-CL-III dated
February 8, 2011 has granted general exemption from the requirement to
attach various documents in respect of subsidiary Companies, as set
out in sub-section (1) of Section 212 of the Companies Act, 1956.
Accordingly, the Balance Sheet and Profit & Loss Account and other
documents of subsidiary companies are not being attached with the
Balance Sheet of the company. Financial Information of the subsidiary
companies, as required by the said circular is disclosed in the Annual
Report. The company will make available the Annual Accounts and related
details upon request by any member of the company. These documents will
also be available for inspection at the registered office of the
company during business hours. The Consolidated Financial Statements
presented by the company includes financial results of its subsidiary
companies.
GOVERNMENT POLICY INITIATIVES
To support the textile industry, Government has extended export
incentives for shipment of made-ups to any country in the world and
made-ups covered in Chapter 63 to 27 countries for European Union
(EEU). As regard the Foreign Trade Policy 2009-2014, the DGFT has also
made amendment in the Handbook of procedure by adding more products in
the list of Focus products and under the list of new market linked
Focus products, which will support the Indian textile industry. However
the government has some policies which are against the growth of the
textile industries, by making cotton at least 10% cheaper to our
competing Nations, which results in making the farmers poorer and
textiles industry incurred losses at a time when the industry and
farmers should have prospered.
The ministry in effect has passed on the profits of our farmers to
international buyers through the spinning mills. Sectorial demands
being met on democratic considerations with scant respect to real data
has reduced the prosperity of farmers and ruined the health of the
spinning industry and its huge employment potential.
The fortunes of the industry are therefore critically dependent on
exports, export policies, DDB / DEPB rates, restrictions etc. This has
seriously impacted not only the export performance but the health of
the entire industry. The restrictions as well as im balance in
incentives have both harmed the industry as a whole.
DIVIDEND
Due to the operational loss suffered by the company, your directors do
not propose any dividend for the current financial year.
CAPITALISSUES
During the year under review 36.00 lacs equity shares allotted on April
26, 2010 & April 29, 2010 in favour of FIIs (Mauritius based) have been
listed and permitted for trading on Bombay Stock Exchange Limited and
National Stock Exchange of India LimitedonJuly2,2010&June 30, 2010
respectively.
Further, in compliance with CDR Scheme, approval from the Board of
Directors at their meeting held on September 22, 2009 and also by the
Members of the company at the Annual General Meeting held on December
11, 2009, and in terms of the ''in principle'' approval received from the
Bombay Stock Exchange on October 1, 2010 and National Stock Exchange of
India Limited on September 1, 2010, the company has allotted 5.00 Lacs
Equity Shares on November 8, 2010 & December 30, 2010 respectively on
Preferential Basis, aggregating to 10.00 lacs equity shares at a issue
price of Rs. 11/- per shares (consisting of Rs. 10/- face value and Rs.
1/- towards premium) in favour of promoters of the company. The
aforesaid shares have been listed on Bombay Stock Exchange Limited&
National Stock Exchange of India Limited on March 16, 2011&March 21,
2011 respectively.
In compliance of the terms and conditions of CDR Scheme as approved by
CDR-EG vide Located September 11, 2009, the company has also allotted
91,540,811, 1% Cumulative Redeemable Preference Shares (CRPS) &
14,13,076, 6% Cumulative Redeemable Preference Shares (CRPS)at issue
price and face value of Rs. 10/- each on November 24, 2010&November 25,
2010 in favour of some of the Bankers of the company and also obtained
the approval- in- principle to issue 13,72,50,960 Optionally
Convertible Cumulative Preference Shares (OCCPS), from
BSE&NSEon16.11.2010&15.04.2011.
The company has also enhanced the authorized share capital of the
company from Rs. 183.00 Crores to Rs. 345.00 Crores in terms of the
approval received from the shareholders. It is also pertinent to
mention here that the company had proposed for the enhancement in the
authorized share capital upto Rs. 410.00 Crores but in view of the exact
requirement of the company, the resolution with modification by
increasing the authorized share capital from Rs. 183.00 Crores to Rs.
345.00 Crores only was passed. However if the company needs additional
authorized share capital, the necessary resolution will be passed as
and when required.
INVESTOR RELATIONS
Your company''s management is committed to take all efforts to resolve
the investors'' grievances received during the year to the satisfaction
of the investors within a reasonable time. Alankit Assignments Limited,
the R & T Agent of the company, has made a positive contribution to
resolve the Investors'' grievances efficiently and effectively, whenever
they arose. By contribution from all concerned, the investor grievances
have been resolved to the fullest satisfaction of investors. We
sincerely place on record, the appreciation for our valued investors
who have contributed and reposed the confidence the company at
difficult time.
HUMAN RESOURCES
The company is committed for betterment of its Human Resources, the
most valuable asset, contributing the significant role in the
development of the company, with dignity, transparency & fairness. The
management is committed towards systematic thinking, redesigning more
transparent/target oriented systems & fair policies to ensure healthier
work environment and promote excellent, employees relations.
The company has extended the welfare & motivational activities during
the year for strengthening the employee''s relations by providing better
transportation services for its employee, direct from the door step of
their residence to the work place. The company has improved the
canteen/Food, facilities in the factory and also has provided
residential colony. To promote the National Policy of equality and
participation of women, the company has increased the employment of the
women employee in its Haridwar Unit.
The company has also promote good health practices by opening health
club, Volleyball/Badminton Courts and various other sports facilities
at our Haridwar Unit.
The company has in place human resource training in all the areas based
upon the requirement, with an objective of having the manpower with the
best team of motivated employees to cater the to need of the industry
in this changing era of technology.
The company has continuously been maintaining excellent employee''s
relation during the year. The motivational policies for ''Employees
Recognition'', for their extra ordinary contribution, has proved to be
an excellent tool for motivation.
The information required under Section 217(2A) of Companies Act, 1956,
read the Companies (Particulars of Employees) Rules, 1975, duly amended
by the Companies (Particulars of Employees) Rules, 1999 and further
amended on March 31, 2011 vide G.S.R. No. 289(E) dated March 31, 2011,
is not applicable to the company as none of the employee is drawing
remuneration more than the limits presently specified under the said
Rules.
CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUT GO.
Information in accordance with the provisions of Section 217(1) (e) of
the Companies Act, 1956 read with Companies (Disclosure of Particulars)
in the Report of Board of Directors Rules, 1988 regarding conservation
of energy, technology absorption and foreign exchange earnings and
outgo is given in the statement annexed (Annexure -1) hereto and forms
part of this report.
DIRECTORS
In terms of the provisions of Article No. 106, 107 & 108 of the
Articles of Association of the company and Sections 255 and 256 of the
Companies Act, 1956, Mr. Prabhat Krishna, Director, retire at the
ensuing Annual General Meeting, and being eligible, offer himself for
reappointment.
REAPPOINTMENT OF EXECUTIVE DIRECTOR
The Board of Directors at their meeting held on August 6 2011 based on
the recommendations of Remuneration Committee, has recommended the
reappointment of Mr. P.K. Rajput as Executive Director again for
another term of 3 years w.e.f. July 28 2012. The necessary resolution
for the approval by the members of the Company has been included in the
Notice of the Annual General Meeting subject to the approval of the
Central Government and the prescribed authority under the CDR scheme,
Rehabilitation Scheme under BIFR of the company, if required. A brief
note in terms of the requirement of the Corporate Governance on the
aforesaid reappointment of Whole Time Director has been
includedinPart-IofAnnexure-3.
APPOINTMENT OF SPECIAL DIRECTOR
Pursuant to section 16(4) of the Sick Industrial Companies (Special
Provisions) Act, 1985, the BIFR has directed the company to appoint Mr.
Mohan Lal Sharma,as Special Director of the Company, vide their letter
dated February4,2011 received by the company on February 18, 2011. As
per the directions he has been appointed as a Special Director of the
company w.e.f. February 18, 2011.
DIRECTORS'' RESPONSIBILITY
In terms of Section 217(2AA) of the Companies Act, 1956, the members of
the Board place on record the Directors'' Responsibility Statement as
under :-
(i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(ii) That 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 ofthe
profit or loss of the company for that period;
(iii) That the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(iv) That the directors have prepared the annual accounts on a going
concern basis.
FIXEDDEPOSITS
During the year, your company has not raised money by way of Fixed
Deposits.
CORPORATE GOVERNANCE
A report as per the requirements of Clause 49 of the listing agreement
on the Corporate Governance practices followed by the Company and the
Statutory Auditors'' Certificate on Compliance of mandatory requirements
along with Management Discussion and Analysis, is given as an Annexure
to this report. The non-mandatory information is annexed as Part-II of
Annexure-3. It has always been the endeavor of your company to practice
transparency in its management and disclose all requisite information
to keep the public well informed of all material developments.
AUDITORS
M/s. P. Jain & Co., Chartered Accountants, the Statutory Auditors of
the Company, retires at the forthcoming Annual General Meeting of the
Company and have confirmed their eligibility and willingness to accept
office, if re-appointed. The company has received certificates from
the said auditors to the effect that their re-appointment, if made,
would be within the limits prescribed under section 224(1B) of the
Companies Act, 1956, your Directors recommend their re- appointment.
AUDITORS'' OBSERVATIONS
Observations in the Auditors'' Report are dealt within Notes to Accounts
at appropriate places and being self-explanatory, need no further
explanations.
ACKNOWLEDGMENT
The Board would like to express their heartfelt gratitude for the
assistance and co-operation received from the foreign institutional
Investors, Board for Industrial & Financial Restructuring, other
Government Authorities, CDR-EG/Banks and Stock Exchanges. They would
also like to place on record their sincere thanks and appreciation for
the continuing support of the dealers, vendors, business, business
associates and employees. They are grateful to all of your support and
look forward for your continued support in futureas well.
For and on behalf of the Board of
Alps Industries Limited
Place:Ghaziabad Sandeep Agarwal K.K. Agarwal
Date :August6,2011 Managing Director Non Executive Chairman
&Director
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