The Directors have pleasure in presenting the 21st Annual Report
together with the audited accounts of your Company for the year ended
31st March, 2012.
(Amount in Rupees)
Sr. Particulars Year Ended Year Ended
No. 31st March,
2012 31st March,
1 Net Sales/Income from operations 3,018,984,273 2,366,211,454
2 Other Income 117,814,212 83,399,991
3 Total Expenditure 2,285,418,893 1,679,152,116
4 Gross profit (Before deducting
any of the 851,379,592 770,459,329
a. Finance charges 25,923,506 20,591,010
b. Provision for depreciation 62,309,584 57,263,393
c. Tax provision 241,738,491 230,271,646
5 Net profit for the year 521,408,011 462,333,280
i Prior Period Expenses (Net of Tax) 15,000 Nil
ii Balance of profit/(loss) 521,393,011 462,333,280
6 Appropriation of profit 295,656,726 282,896,455
i Bonus shares issued during the year Nil Nil
ii Proposed Dividend (Including Dividend 57,297,865 57,297,865
iii Transfer to General Reserve 52,140,801 46,233,328
7 Dividend (in Rs) per ordinary share 17.00 16.5
8 Paid up Equity capital 123,250,370 123,250,370
9 Reserves except revaluation reserve 1,040,325,344 988,184,542
10 Surplus c/f 1,091,882,776 866,131,491
Your Directors wish to inform you that during the financial year ended
31st March, 2012, the sales and operating income was Rs 301.89 crores
representing a growth of 28% and net profit after tax stood at Rs 52.14
crores representing a growth of 12.78% over the previous year.
The Board of Directors had in their meeting held on 20th October, 2011
declared the first interim dividend of Rs 7/- per equity shares
absorbing a sum of Rs 86,275,259/- . The record date for the purpose of
payment of interim dividend was 4th November, 2011 and the said interim
dividend was paid in November 2011.
The Board of Directors had in their meeting held on 2 nd March, 2012
declared the second interim dividend of Rs 6/- per equity shares
absorbing a sum of Rs 73,950,222/- . The record date for the purpose of
payment of interim dividend was 16th March, 2012 and the said interim
dividend was paid in March 2012.
Your Directors are pleased to recommend a final dividend of Rs 4/- per
equity share of Rs 10/- each for the year ended 2011-12.
The dividend once approved by the members in the ensuing Annual General
Meeting will be paid out of the profits of your company for the year
and will sum up to a total of Rs 57,297,865/- including dividend
An amount of Rs 52,140,801/- would be transferred to the reserves.
OVERALL PERFORMANCE AND OUTLOOK
Being in the fashion business, your Company needs to keep innovating to
meet the customer''s expectations and deliver high quality products at a
reasonable price and in line with changing trends. Your company is
uniquely placed in the sector with an integrated business model that
encompasses the complete value chain of design, manufacturing and
sourcing, distribution, logistics and retailing. Your Company has an
in-house team of designers that track national and international trends
to create innovative fashionable products that customers would relate
to. Your Company has state of the art manufacturing facilities that
ensure quality and timely deliveries. This unique business model along
with a strong and committed focus on its power brands has helped your
Company sustain the challenging business environment.
All the key brands of your Company, Killer, Integriti, Lawman Pg3 and
Easies, recorded healthy growth and are well positioned to target
specific segments of the market.
The Indian retail market provides a big growth opportunity but also
poses challenges for chasing growth profitably. Your company will
continue to follow prudent financial policies while seeking growth
While the market growth opportunities it remains susceptible to various
factors like rising inflation, volatile financial markets, uncertainty
over monsoons and other uncertain events. With more and more top of the
line international brands entering Indian market the competition in the
branded apparel industry continues to be getting fierce by the day.
While your company has an established presence in Metros and Tier -I
cities your company is also penetrating into Tier -II and Tier - III
cities. Your company would continue its thrust on product and design
innovation. The apparel accessories business looks promising and would
fuel your company''s growth trajectory. Your company''s presence in the
women''s segment will drive your company''s growth with an increasing
preference for western wear in the women''s segment.
The medium/long term India retail story continues to look strong. Your
company is cautiously optimistic about the year ahead.
INVESTMENT IN WHITE KNITWEAR PRIVATE LIMITED:
Your company had invested in aggregate Rs 34,550,000 (PY. Rs 34,550,000)
in Joint Venture White Knitwear Private Limited (WKPL). WKPL had
acquired land in Surat SEZ and created building for setting up of
production unit for producing of knitwear apparels for exports. In view
of the sluggish demand in international market, most of the members of
SEZ shelved their projects and approached to central government for
de-notification of SEZ. The management is hopeful that the SEZ would be
de-notified soon. Post de-notification WKPL shall dispose of the land
and building and realise the proceeds to return it to joint venture
No provision for diminution in the value of investment is considered
necessary for the year ended March 2012 in view of the value of
underlying assets base of joint venture, however your company as a
matter of abundant precaution made provision aggregates to Rs 4,900,000
(PY Rs 4,900,000) and provision is grouped under ''Other long term
CASH FLOW STATEMENT:
In conformity with the provisions of Clause 32 of the Listing Agreement
with Stock Exchanges, the Cash Flow Statement for the year ended 31st
March, 2012 is annexed hereto.
RELATED PARTY TRANSACTION:
Related party transactions have been disclosed in the notes to
In accordance with the provisions of the Companies Act, 1956, and the
Articles of Association of your company, Mr. Dinesh P. Jain, Mr. Nimish
G. Pandya and Mr. Popatlal F. Sundesha, Directors of your Company would
retire by rotation at the ensuing Annual General Meeting and being
eligible have offered themselves for reappointment.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Director''s Responsibility Statement, it is
(i) that in the preparation of the annual accounts for the financial
year ended 2011-12, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
(ii) that the Directors have selected such accounting policies and
applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give true and fair view of the state of
affairs of your Company at the end of the financial year and of the
profit of your Company for the year under review;
(iii) that the Directors have taken 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
your Company and for preventing and detecting fraud and other
(iv) That the Directors have prepared the accounts for the financial
year ended 2011-12 on a ''going concern'' basis.
Report on Corporate Governance along with the Certificate of Auditors,
M/s. N.A. Shah Associates, Chartered Accountants and M/s. Jain and
Trivedi, Chartered Accountants confirming the compliance of conditions
of Corporate Governance as stipulated under Clause 49 of the Listing
Agreements with the stock exchanges forms a part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS:
A detailed review of operations, performance and future outlook of your
Company is given separately under the head Management Discussion and
Analysis and forms a part of this report.
COMPLIANCE WITH THE CODE OF CONDUCT:
Your company has put in place a Code of Conduct effective 14th January,
2006, for its Board members and Senior Management Personnel.
Declaration of compliance with the code of conduct have been received
from all the Board Members and Senior Management Personnel. A
certificate to this effect from the Mr. Kewalchand P Jain, Chairman &
Managing Director forms a part of this Report.
In accordance with Clause 49 of the Listing Agreement your company has
constituted an Audit Committee which consists of three non-executive
independent Directors of your Company viz. Mr. Mrudul D. Inamdar
(Chairman of Audit Committee), Mr. Popatlal F. Sundesha and Mr. Nimish
Your company has not accepted any deposit within the meaning of Section
58A of the Companies Act, 1956.
The equity shares of your company are listed on the Bombay Stock
Exchange Limited and National Stock Exchange of India Limited. Your
company has paid the applicable listing fees to the above Stock
Exchanges upto date.
PENDING SHARES UPLOAD:
Your Company has opened a demat suspense account with the Edelwise
Securities Limited and credited all the shares issued pursuant to the
Initial Pubic Offer(IPO), which remain unclaimed despite the best
efforts of your Company and Registrar to Issue.
i) Number of Shareholders outstanding at the beginning of the year: 7
Outstanding shares in the demat suspense account at the beginning of
the year: 190
ii) Number of shareholders who approached your Company for transfer of
shares from suspense account during the year: Nil
iii) Number of shareholders to whom shares were transferred from
suspense account during the year : Nil
iv) Aggregate number of shareholders outstanding at the end of the
year: 7 Outstanding shares in the suspense account lying at the end of
the year: 190
v) The voting rights on these shares are frozen till the rightful owner
of such shares claims the shares.
Your Company''s Auditors M/s. Jain & Trivedi, Chartered Accountants and
the joint Auditors M/s. N.A. Shah Associates, Chartered Accountants,
retire at the conclusion of the ensuing Annual General Meeting of your
Company and being eligible offer themselves for re-appointment.
Pursuant to the provisions under section 233B of the Companies Act,
1956 your Company has appointed Mr. Vinayak Kulkarni, Cost Accountants
as Cost Auditors of your Company for the financial year 2012-13.
Employee relations continued to be cordial during the year ended 31st
March, 2012. Your Company continued its thrust on Human Resource
Development. Your company has initiated various customised training
programs viz. personality development, development of inter personal
skills, communication skills, public speaking etc. for its employees
that enhance both personal as well career growth of the employees.
These programs are conducted round the year by professional trainers as
well as by the human resource department of your Company. Your company
has also encouraged its employees to attend seminars and discussions
conducted by professional institutions and trade bodies. The Board
wishes to place on record its appreciation to all the employees in your
Company for their sustained efforts and immense contribution to the
high level of performance and growth of the business during the year
INFORMATION UNDER SECTION 217 (2A) OF COMPANIES ACT, 1956 READ WITH
COMPANIES (PARTICULARS OF EMPLOYEES) RULES 1975:
Information in accordance with Section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules 1975
forms a part of the Directors Report for the year ended 31st March,
2012. However pursuant to the provisions of Section 219 (1)(b)(iv) of
the Companies Act, 1956, the Directors Report and Statement of Accounts
are being sent to all shareholders excluding the statement of
particulars of employees under Section 217 (2A) of the Act. Any
shareholder interested in obtaining a copy of the said statement may
write to the Company Secretary at the registered office of your
INFORMATION UNDER SECTION 217 (1)(E) OF COMPANIES ACT, 1956 READ WITH
COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF
DIRECTORS) RULES 1988:
The information pursuant to Section 217(1)(e) of the Companies
Act,1956, read with Companies (Disclosure of Particulars in the report
of the Board of Directors) Rules 1988 is given below:
A. Conservation Of Energy
The operations of your company are not energy intensive. However
wherever possible your company strives to curtail the consumption of
energy on a continued basis.
B. Technology Absorption, Adaptations & Innovation
C. Foreign Exchange Earnings and Outgo:
Activities relating to exports, initiatives taken to increase exports,
development of new export markets for products and services and export
Total Foreign Exchange used and earned:
FOB Value Rs 117,381,000
Domestic Sales NIL
Total Foreign Exchange outgo Rs 12,930,105
The Board would like to place on record its sincere appreciation for
the wholehearted support and contribution made by its customers, its
shareholders, and all its employees across the country, as well as the
various Government Departments, Banks, Distributors, Suppliers and
other business associates towards the conduct of efficient and
effective operations of your company.
For and on behalf of the Board
Kewalchand P. Jain
Chairman & Managing Director
Dated: 10th May, 2012