The Directors are pleased to present their 26th Annual Report on the
affairs of the Company together with the Audited Statement of Accounts
for the year ended 31st March, 2012.
(Rs. in lacs) (Rs. in lacs)
Profit before Finance Cost, Depreciation,
Tax (excluding profit on sale of Assets
at Calicut) 775.28 2677.18
Less: Finance Costs 1211.22 1107.87
Profit/(Loss) before Depreciation (435.94) 1569.31
Less: Depreciation 1002.51 992.36
Add: Profit on Sale of Assets at Calicut 2179.27 -
Profit/(Loss) Before Tax 740.82 576.95
Less: Provision for Income Tax 154.85 63.61
Add: Deferred Tax Assets 220.56 -
Add: MAT Credit Entitlement 27.13 61.01
Profit/(Loss) for the year 833.66 574.35
Balance brought forward from previous year 504.26 (70.09)
Balance of Profit/(Loss) Carried to Balance
Sheet 1337.92 504.26
During the year the turnover of the Company was Rs.245.39 Crores as
compared to Rs.207.43 Crores in the previous year. There is a net loss
before tax of Rs. 14.38 Crores as compared to profit of Rs.5.76 Crores
in the previous year from manufacturing operations. However on account
of Sale of Assets at Calicut there is a net profit after tax for the
year of Rs.8.34 Crores.
Your Directors are pleased to inform you that your Company has been
awarded State Level Award by Maharashtra Energy Development Agency (A
Government of Maharashtra Institution) for excellence in Energy
Conservation and Management in the Textile Sector for the year 2009-10.
REPORT ON CORPORATE GOVERNANCE, MANAGEMENT DISCUSSION AND ANALYSIS.
The Audit Committee constituted by the Board has been functioning over
the last eleven years. The Committee renders valuable services to the
Board on several issues particularly on Internal Controls, Accounting
Policies and Corporate Governance norms. The Board of Directors
appointed Shri Dharam Paul as Chairman of the Audit Committee.
Similarly, the Shareholders'' / Investors'' Grievance Committee met
regularly throughout the year and overviewed the operations of the
Share Transfer Registrar, response to Investors Grievances, progress of
dematerialisation and other matters.
The Company has complied with clause 49 of the Listing Agreement
pursuant to SEBI guidelines. Accordingly, report on Corporate
Governance and Management Discussion and Analysis are enclosed and form
part of this Report.
The Company continued its endeavor in maintaining peace and harmony
across all levels of employment in the Organisation in the year under
PARTICULARS OF EMPLOYEES, CONSERVA- TION OF ENERGY, TECHNOLOGY ABSORP-
TION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information relating to Conservation of Energy, Tech- nology Absorption
and Foreign Exchange Earnings and Outgo required under Section 217 (1)
(e) of the Com- panies Act, 1956, is set out in the separate statement
attached to this Report and forms part of it.
The particulars of employees, as required under Section 217(2A) of the
Companies Act, 1956, are given in a separate statement attached to this
report and form part of it.
In terms of the provisions of the Companies Act, 1956 and article 104
of the Articles of Association of the Company, Shri P P Dundh, Shri
M.L. Bagaria and Shri A. R. Garde retire from office by rotation and,
being eligible, offer themselves for re-appointment. Appropriate
resolutions for the re-appointment of the aforesaid Directors are being
moved at the ensuing Annual General Meeting which the Board recommends
for your approval.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors
1. in the preparation of Annual Accounts, the appli- cable accounting
standards have been followed;
2. appropriate accounting policies have been selected and applied
consistently, and judgments and estimates have been made 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, 2012 and of the Net Profit of
the Company for the period from April 1, 2011 to March 31, 2012;
3. 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 safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
4. the annual accounts have been prepared on a going concern basis.
M/s. Lodha & Co., the Statutory Auditors of the company, will retire at
the forthcoming Annual General Meeting of the company and, being
eligible, offer themselves for re-appointment.
Your Directors request the Shareholders to appoint Statutory Auditors
of the Company for the Current Year.
Pursuant to a directive of the Central Government, the Company is
required to subject its Cost Records to Cost Audit in respect of its
manufacturing operations every year. Accordingly, M/S A. G. Anikhindi
& Co., qualified Cost Auditors have been appointed to carry out audit
of the cost accounts maintained by the Company for the year ended 31st
The Company has taken comprehensive risk cover to insure all the
properties of the Company.
Your directors wish to place on record their appreciation and thankful
acknowledgement for valuable assistance the Company received from all
On behalf of the Board
Place : Mumbai K. K. PATODIA
Date : 26th May, 2012 Chairman