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Nakoda
BSE: 521030|NSE: NAKODA|ISIN: INE559B01023|SECTOR: Textiles - Processing
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Download Annual Report PDF Format 2011 | 2010
Directors Report Year End : Dec '12    Dec 11
The Directors have pleasure in presenting their 28th Annual Report
 together with the Audited Accounts for the year ended 31st December
 2012.
 
 FINANCIAL RESULTS
 
 The Company''s financial performance during the year is summarized
 below:
 
                                                          (Rs. In Cr)
 
 Year Ended 31st December 2012                      2012         2011
 
 Turnover & Other Income                         2586.68      2145.70
 
 Gross Profit (before Financial Charges
 & Depreciation)                                  133.73       110.13
 
 Interest & Financial Charges                      46.60        35.65
 
 Profit before Depreciation (Cash Profit)          87.13        74.48
 
 Depreciation                                      27.54        25.84
 
 Profit for the year                               59.59        48.64
 
 FINANCIAL HIGHLIGHTS
 
 The Gross Income of the Company for the year rose to Rs. 2586.68 Crfrom
 Rs. 2145.70 Crduring the previous yearshowing a growth of 20.55%. Gross
 Profit (before Financial Charges and Depreciation) grew by 21.43% and
 stood at Rs. 133.73 Crfor the year compared to Rs. 110.13 Crduring the
 previous year; Profit for the year grew at an impressive rate of 22.51%
 and was registered at Rs. 59.59 Cr against Rs. 48.64 Cr during the
 previous year. The Company, accordingly, exhibited an all round
 improved performance with handsome growth.
 
 DIVIDEND
 
 Your Directors are pleased to recommend a dividend of Rs. 0.25 per
 equity share of Rs.5 each for the year ended 31st December, 2012 for
 yourconsideration.
 
 The Dividend, if approved at the ensuing Annual General Meeting, will
 be paid to those shareholders whose names appear on the register of
 members of the Company as on the Book closure date.
 
 OPERATINGRESULTS
 
 The year 2012 was another year of growth for the Company. Your Company
 showed an improvement in business as compared to the previous year
 despite high raw material and fuel prices. Your Company recorded 20.55%
 growth in net revenue at Rs. 2586.68 Cr from Rs. 2145.70 Cr last year,
 which enabled the Company to maintain its track record of sustained
 year-on-year growth. The growth in revenue was largely driven by higher
 sales volumes, aided by new capacities of POY, fDy & DTY of about 60000
 MTPA which commenced commercial production during the year.
 
 EXPANSION PROGRAMME
 
 Your Company is setting up a 2,80,000 MTPA plant comprising of
 Continuous Polymerisation, Direct Melt Spinning for the manufacture of
 pOy and FDY in the denier range of 30 to 500 having 12 to 578filaments
 in Bright, Semi-dull, Full-dull, Cationicand Dope- dyed yarns at new
 location. After the completion of the Expansion Project, Nakoda will be
 in a position to cater to the entire range of Polyester yarns in the
 domestic as well as international market. The project is estimated to
 cost Rs. 1746 Cr. and is proposed to be financed by a mix of equity,
 internal resources and also long terms debts. The required equity for
 the same is already raised through GDRs and fully committed through
 preferential allotments to the promoters and strategic investors.
 
 CAPITALSTRUCTURE
 
 During the year under review, the share capital of your Company was
 changed/altered by further allotments as under:
 
 Company has issued and allotted 4,86,00,000 equity shares of Rs.  5/-
 each at a premium of Rs. 5/- per equity share on conversion of
 97,20,000 Warrants of Rs. 50/- each on 30.03.2013 to the Promoters''
 Group of the Company and Non- promoter investors.
 
 It has also issued and allotted 2,92,00,000 Warrants of Rs. 100/- each
 convertible into 29,20,00,000 equity shares of Rs. 5/- each at a
 premium of Rs. 5/- per equity share (i.e. 10 Equity Shares for each
 Warrant allotted) within 18 months from the date of allotment i.e.
 18.01.2013 to the Promoters'' Group of the Company and Non-
 promoterinvestors.
 
 SUBSIDIARY COMPANIES
 
 A statement in respect of each of the subsidiaries, giving the details
 of capital, reserves, total assets and liabilities, details of
 investment, turnover, profit before taxation, provision for taxation,
 profit after taxation and proposed dividend is attached to this report.
 
 Annual accounts of subsidiary companies and the related detailed
 information will be made available to the holding and subsidiary
 company investors, seeking such information. Copies of the annual
 accounts of the subsidiary companies are available for inspection by
 any investor at the registered Office as well as the Administrative
 office of the company between 11.00 a.m. to 1.00 p.m. on all working
 days.
 
 DIRECTORS
 
 Sh. D. B. Jain is retiring by rotation at the forthcoming Annual
 General Meeting and being eligible offers himself for re- appointment.
 
 Sh. B. L. Maheshwari is retiring by rotation attheforthcomingAnnual
 General Meeting and being eligible offers himself for re- appointment.
 
 Sh. S. K. Bhoan is retiring by rotation at the forthcoming Annual
 General Meeting and being eligible offers himself for re- appointment.
 
 The Board has proposed reappointment of Sh. D. B. Jain as Joint
 Managing Director of the company for a period of five years w.e.f. 1st
 July 2013.
 
 INTERNALCONTROLSYSTEMS
 
 The Company has put in place adequate and effective system solutions to
 manage internal controls to ensure that all company assets and
 interests are safeguarded properly. All transactions are recorded,
 authorized and approved properly. Reliability and accuracy of
 accounting data are ensured with proper checks and balances for
 complying with various statutory requirements. The company has
 implemented SAP, a world class process to strengthen our Information
 Technology system and business processes and gone live on 03.01.2012.
 SAP is a comprehensive tool which enables the company to do the
 business in a more efficient and systematic manner.
 
 CORPORATE GOVERNANCE
 
 In line with guidelines recommended by Securities & Exchange Board of
 India (SEBI), adequate steps have been taken to ensure that all the
 mandatory provisions of Clause 49 of the Listing Agreement are complied
 with. A separate report on Corporate Governance is included as part of
 the Annual Report. The Auditors'' certificate confirming compliance of
 Corporate Governance is included in the said Corporate Governance
 report.
 
 SAFETY, ENVIRONMENT & POLLUTION CONTROL MEASURES
 
 During the year, no major accident took place in plant operations at
 Karanj. A safety committee has been formed consisting of group of
 persons from different departments which overlooks safe working
 conditions.
 
 The company has provided Safety Helmets, Safety belts with full
 attachments, Gloves, Aprons, Shoes etc as personal protective
 equipments, Fire alarm system is attached to security office and
 various other measures are taken for the safety of employees.  Safety
 training and awareness programes are being conducted throughouttheyear.
 
 Your Company has complied with various emission standards and other
 environmental requirements as perpollution control norms.
 
 LISTING
 
 Equity Shares of your Company are listed on the Mumbai Stock Exchange
 and National Stock Exchange of India Ltd. Annual listing fees have been
 paid to the Stock Exchanges. GDRs are listed on Luxembourg Stock
 Exchange.
 
 EMPLOYEES
 
 The relations with the employees have been cordial throughout the year
 under review. Your Directors place on record their sincere appreciation
 in respect of the services rendered by the employees of the Company at
 all levels.
 
 There is no employee getting remuneration as prescribed under section
 217(2A) of the Companies (Particulars of Employees) rules, 1975as
 amended.
 
 STATUTORY INFORMATION
 
 Statutory information required under the Companies (Disclosure of
 Particulars in the Report of Board of Directors) Rules, 1988 applicable
 to the Company and forming part of this report are set out in Annexure
 to this report.
 
 AUDITORS
 
 M/s. N. M. Singapuri & Co. Chartered Accountants, Surat retire at the
 forthcoming Annual General Meeting, and being eligible, offer
 themselves for re-appointment. Your Directors recommend their re-
 appointment.
 
 HUMAN RESOURCE DEVELOPMENT (HRD)
 
 The company has a strength of 825 permanent employees. Human Resource
 Development continued to receive focused attention.  Industrial
 relations continued to be cordial throughout the year.
 
 The Company has drawn up plans to attract and retain talent at all
 levels. The Company also keeps an eye on the attrition levels and draws
 up appropriate plans to ensure that the employees at all levels find an
 environment that encourages performance, and transparency in
 performance appraisal.
 
 FORWARD-LOOKING STATEMENTS
 
 This report contains forward looking statements. All statements that
 address expectations or projections about the future are forward-
 looking statements. Forward-looking statements are based on certain
 assumptions and expectations of future events. The Company cannot
 guarantee that these assumptions and expectations are accurate or will
 be realized. The Company''s actual results, performances or achievements
 could thus differ materially from those projected in any such
 forward-looking statements.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Directors confirm:
 
 (i) that in the preparation of the annual accounts, the applicable
 accounting standards had 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 of the
 profit and loss of the Company for that period;
 
 (iii) that the directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provision of the Companies Act for safeguarding the assets of the
 Company and for preventing and detecting fraud and otherirregularities;
 
 (iv) that the directors had prepared the annual accounts on a going
 concern basis.
 
 ACKNOWLEDGEMENT
 
 We wish to express our gratitude and appreciation for the valuable
 support and cooperation received from our customers, business
 associates, banks, financial institutions, shareholders, various
 statutory authorities and agencies of Central and State Governments. We
 place on record our appreciation of the contribution made by employees
 at all levels.
 
                           For and on behalf of the Board of Directors
 
 Place: Mumbai                                              B. G. Jain
 
 Date : 11.05.2013                        Chairman & Managing Director
Source : Dion Global Solutions Limited
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