The Directors have pleasure in presenting the Thirty-Ninth Annual
Report, together with the Audited Accounts of the Company for the year
ended 31 st March, 2012.
FINANCIAL RESULTS (Rs in Lacs)
Profit before Tax, Depreciation
and Exceptional Items (705.92) 63.77
Less: Depreciation 526.98 572.42
Profit/(Loss) before Tax and
Exceptional items (1232.90) (508.65)
Less: Provision for Taxation 0.30 0.50
I.T. for earlier year 2.90 -
Prior Period Items 0.45 9.49
Profit/(Loss) before Exceptionalltems (1236.55) (518.64)
Exceptional Items 275.48 357.72
Profit/(Loss) after Tax (1512.03) (876.36)
Add: Balance brought forward
from Previous year 75.49 951.85
Balance in Profit & Loss Account (1436.54) 75.49
BUSINESS AND PERFORMANCE
Although the operating revenue is marginally down at Rs 6163.37 lacs
during the year as compared to Rs 6479.74 lacs during the previous year,
your Company incurred a loss of Rs 705.92 lacs before tax, depreciation
and exceptional Items as compared to a profit of Rs 63.77 lacs during
the previous year. Volatile exchange rate movement, financial crisis in
foreign countries mainly in Europe and lower demand for Company''s
product in foreign countries were main reason for poor financial
performance of the company during the year. The net loss after
depreciation and tax was up at Rs 1512.03 lacs as compared to Rs 876.36
lacs in the previous year.
CURRENT YEAR''S OUTLOOK
Although your Directors are making all round efforts to improve the
working of your Company, the actual performance would depend on many
external factors like movement of exchange rate for Indian Rupee
vis-a-vis various foreign currencies, the revival of global economy and
improvement in the demand for your Company''s product in the foreign
countries. Your Directors have taken various measures viz. sale of idle
properties and prepaying high cost debt to reduce the interest burden,
exploring domestic market, trying various new products, cost reduction
exercise on continuous basis etc. to improve the performance.
OVERSEAS SUBSIDIARIES AND JOINT VENTURE
The performance of Company''s foreign subsidiaries was satisfactory
during the year.
The performance of Company''s retail showroom ONSET at Kolkata was by
and large satisfactory during the year.
Owing to loss, your Directors do not recommend any dividend for the
The Company entered into an out of court settlement with one of the
bank in respect of their claim against derivative transactions entered
into by the Company during the financial year 2007-08. The amount paid
in term of the settlement is included in exceptional item. Claim in
respect of the other bank amounting to Rs 785.73 lacs remains
SUSPENSION OF WORK
Due to industrial relation problem, the management of your Company had
to declare suspension of work at its unit at Gangarampur, Dist 24
Parganas (S), West Bengal w.e.f. 8th April, 2012. Although your company
is making all efforts to meet the delivery schedule of important
customers, it is likely to have an impact on the financial performance
of the company in the current year.
Mr. Arun Kumar Shraff resigned from the Board of the Company during the
year w.e.f. 07.10.2011. Mr. Arvind Kumar Thakur was appointed as an
Additional Director during the year by the Board at its meeting held on
01.11.2011. Mr. Thakur will hold office up to the date of the
forthcoming Annual General Meeting. Mr. Thakur was also appointed as a
Whoie Time Director during the year.
Mr. M. L. Gulrajani and Mr. P. K. Sarkar, Directors, retite by rotation
and being eligible have offered themselves for re-appointment at the
ensuing Annual General Meeting.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 217 (2AA) of the Companies Act, 1956 your
Directors hereby confirm :
i) That in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
ii) Having 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 as at 31 st March, 2012
and of the loss for the year ended on that date;
iii) That proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities, if any, has
iv) That the Annual Accounts has been prepared on a ''going concern''
Your Company has consistently been complying with the Corporate
Governance Code prescribed by SEBI and a detailed report on Corporate
Governance together with a Certificate of Compliance from the Statutory
Auditors, as required by Clause 49 of the Listing Agreement, forms a
part of this Annual Report.
M/s. Qalarpuria Jajodia & Co.. Chartered Accountants, Kolkata, bearing
Registration No. 302111E, retire at the conclusion of the ensuing
Annual General Meeting and have expressed their willingness to be
re-appointed. They have confirmed that their re-appointment, if made,
would be covered within the ceiling specified under Section 224 (1B) of
the Companies Act, 1956.
Pursuant to the Directives of the Central Government under the
provisions of Section 233B of the Companies Act, 1956, qualified Cost
Auditors have been appointed to conduct cost audit relating to the
products of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
A) Conservation of energy and technology absorption :
The particulars in respect of conservation of energy and technology
absorption are given in Annexure A forming part of this report
pursuant to Section 217(1 )(e) of the Companies Act, 1956, read with
the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988.
B) Foreign Exchange earnings and outgo :
The information is contained in Item No. 14 of Schedule No.''23'' in
notes on accounts.
The details of investments are given in Schedule ''8'' annexed to the
annual accounts of the Company.
The particulars, as required under Section 212 of the Companies Act,
1956, in respect of Company''s subsidiaries viz. Spin International
INC., COO JJ Home and J. J. Creations S.A. are annexed herewith.
The Government of India vide Circular No. 2/2011 dt.08.02.2011 has
granted general exemption to companies from annexing the accounts of
its subsidiary companies subject to fulfillment of certain conditions.
Necessary financial details in respect of each subsidiary as stipulated
in the said exemption letter are given in a separate statement attached
elsewhere in the report.
Your Directors undertake that annual accounts of the subsidiary
Companies and the related detailed information will be made available
to the holding and subsidiary Company investors seeking such
information at any point of time. The annual account of the subsidiary
Companies will also be kept for inspection by any investor at its head
office and that of the subsidiary company concerned.
The Company has not accepted any fixed deposits during the year.
Your Directors place on record their deep appreciation for the
continued assistance and co-operation extended to the Company by its
customers, investors, bankers, government agencies and its dedicated
band of employees.
Registered Office: By order of the Board
23C, Ashutosh Chowdhury Avenue
Kolkata - 700 019 S. N. Jhunjhunwala
Dated: 21st May, 2012 Executive Chairman