The Directors have pleasure in presenting the Forty first Annual
Report, together with the Audited Accounts of the Company for the year
ended 31st March, 2014.
FINANCIAL RESULTS (Rs. in Lacs)
Profit before Tax, Depreciation and Extra
Ordinary Items (1543.45) (447.01)
Less: Depreciation 367.56 458.11
Profit/(Loss)beforeTaxandextraordinaryitems (1911.01) (905.12)
Less: I.T. for earlier year - -
Less: Prior Period Items 0.79 0.09
Profit/(Loss)beforeExtraOrdinaryItems (1911.80) (905.21)
Extra Ordinary Items 400.00 -
Profit/(Loss) after Tax (2311.80) (905.21)
Add:Balancebroughtforwardfrom Previous year (2341.75) (1436.54)
Balance in Profit & Loss Account (4653.55) 2341.75
BUSINESS AND PERFORMANCE
The year under review was the most difficult year in the history of the
Company. It had to close down the operations at Bangalore and also had
to temporarily close the unit at Kolkata w.e.f. 01.12.2013. In the back
drop of above the sales revenue was down at Rs. 3288.35 lacs as
compared to Rs. 4541.36 lacs in the previous year. The loss before
depreciation and extra ordinary item was higher at Rs. 1543.45 lacs as
compared to Rs. 447.01 lacs in the previous year.
CURRENT YEAR''S OUTLOOK
The outlook in the current year does not look good at the moment. As
mentioned herein above, the operations at Bangalore were closed w.e.f.
1st April, 2013 because of lack of demand and uneconomic operation. The
operations at Kolkata Unit were temporarily closed w.e.f. 1st December,
2013 for the same reason. At present only the unit at Bhagalpur with
very limited volume is functioning. In the back drop of above
situation, the Company has approached its bankers for One Time
Settlement of its dues.
DISPOSAL OF UNDERTAKINGS
The operations of Company''s unit at Bangalore were closed w.e.f.
01.04.2013, due to uneconomic operations. The plant and machinery and
other fixed assets were sold during the year. The sale proceeds,
thereof, were remitted to IDBI Bank Ltd. towards repayment of overdue
principal and interest. The Company has also temporarily closed the
operations of its Kolkata unit at Gangarampur w.e.f. 01.12.2013 due to
OVERSEAS SUBSIDIARIES AND JOINT VENTURE
OOO JJ Home, the Company''s foreign subsidiary at Moscow had closed its
operations during the year due to uneconomic operations. Necessary
provision has been made in the account for the outstanding amount due
from the subsidiary on account of investment and for goods supplied to
The performance of the other subsidiary viz. Spin International Inc.
and J. J. Creations was, by and large, satisfactory.
RESTRUCTURING OF TERM LOAN AND WORKING CAPITAL FACILITIES
The Company had approached its bankers for restructuring of the credit
facilities in view of poor financial position of the Company due to
continued loss. The term loan lender and one of the working capital
lender had done the restructuring of various credit facilities during
the year. However, due to continued losses and poor financial position,
the Company had to approach its bankers for One Time Settlement (OTS)
of the dues.
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
SETTLEMENT WITH CITIBANK N.A.
The Company has entered into an out of court settlement with Citibank
N.A. in respect of their demand on account of derivative transactions
which the Company had disputed. The amount paid towards settlement of
the same has been shown as an Exceptional Item in the statement of
Profit & Loss for the year.
Mr. P. J. Sheth resigned from the Board of the Company during the year
w.e.f. 18.05.2013. Mr. Pradeep Kr. Singhi also resigned from the Board
of the Company w.e.f. 15.11.2013. Mr. H. S. Senapati was appointed as
an Additional Director during the year by the Board at its meeting held
on 15.11.2013. Mr. Senapati will hold office till the date of the
forthcoming Annual General Meeting. Notice from a member of the
Company has been received proposing him as a regular Director of the
Company. Mr. M. L. Gulrajani has resigned from the Directorship of the
Company w.e.f. 22.05.2014.
Mr. P. K. Sarkar, Director, retires by rotation and being eligible has
offered himself for re-appointment at the ensuing Annual General
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) That such accounting standards have been applied consistently to
make 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 31st March, 2014 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 have 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. Salarpuria 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.15 of Note No. ''23'' in notes to
The details of investments are given in Note No. ''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., OOO JJ Home and J. J. Creations S.A. are annexed.
The Government of India vide Circular No. 2/2011 dt. 08.12.2011 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 ofthe 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 0rder of the Board
23C, Ashutosh Chowdhury Avenue
Kolkata - 700 019 S. N. Jhunjhunwala
Dated : 22nd May, 2014 Executive Chairman