The Directors are pleased to present the 22nd Annual report together
with the audited accounts of your company for the f nancial year ended
31st March, 2013. The summarized consolidated and standalone f nancial
performance of your company is as under;
(Amount in Lacs)
Particulars 2012-2013 2011-2012 2012-2013 2011-2012
Total income 16022.87 14294.12 20867.02 18433.01
Less-expenditure 15508.99 14144.18 22540.68 21477.86
Prof t/(Loss) Before tax and 513.88 149.94 (1673.66) (3044.85)
Total tax expenses 149.37 48.74 149.37 48.80
(refer note. 2.23 Nil Nil 1158.75 Nil
in consolidated financial
Profit after tax and 364.51 101.20 (664.28) (3093.65)
Balance of Profit
brought forward. 888.14 2630.51 (5573.77) (636.55)
FCCB redemption reserve (1624.47) 1843.57 (1624.47) 1843.57
Balance carried to
balance sheet 2877.12 888.14 (4613.58) (5573.77)
The company performed reasonably well during the financial year
2012-13. The highlights of the f nancial (standalone) performance is as
- The total income for the f nancial year 2012 - 2013 stood at Rs.
16022.87 Lacs as compared to previous year''s total income ofRs. 14294.12
Lacs registering a growth of 12.09%.
- Net Prof ts for the f nancial year under report increased to Rs.364.51
Lacs as compared to Rs. 101.20 Lacs in the previous year, registering a
growth of 260%.
- The Apparel division of your company continued to suf er another
rough year, while the Granite division has demonstrated much improved
results for the year.
SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to the General Circular no. 2/ 2011 issued by the Ministry of
Corporate Af airs, Government of India, the provisions of Section 212
of the Companies Act, 1956, shall not apply in relation to Pokarna
Engineered Stone Limited, wholly owned subsidiary company , in view of
your company meeting to all the requirements mentioned in the said
circular. The consolidated f nancial statements of the holding and the
subsidiary companies have been prepared in strict compliance with
applicable accounting standards and the Listing Agreement, which are
duly audited by the statutory auditors and form part of this annual
report. The audited annual accounts and related detailed information of
Pokarna Engineered Stone Limited, wholly owned subsidiary company,
shall be made available at any point of time to the shareholders of the
company, on request. Further, your company shall furnish hard copies of
the details of the accounts of Pokarna Engineered Stone Limited as and
when requested. The audited annual accounts shall be kept open at the
registered of ce of both companies for inspection by any shareholder of
FOREIGN CURRENCY CONVERTIBLE BONDS (FCCB''s):
During the year under review and during period from 01st April 2013 to
till the date of this report, company had redeemed 9539 units of FCCB''s
having face value of USD 1000 each at a price of USD 8.244 million. As
on the date of this report, 2461 bonds having face value of USD 1000
each are due for redemption.
The Auditors without qualifying the report have made some observations,
such observations are self explanatory and therefore do not call for
any further comments or further explanation.
The Board of directors of your company has decided not to recommend
dividend for the f nancial year 2012 -2013, with a view to conserve the
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors responsibility statement, your
directors conf rm that:
- in the preparation of the annual accounts, the applicable accounting
standards have been followed and no material departures have been made
from the same;
- such accounting policies have been selected and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give true and fair view of the state of af airs of the
company at the end of the f nancial year and of the prof t of the
company for that period;
- proper and suf cient care have 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;
- the annual accounts are prepared on a going concern basis.
In terms of the requirement of clause 49 of the Listing Agreement with
the Bombay Stock Exchange and Section 292A of the Companies Act, 1956,
your company has constituted Audit Committee. The composition of the
committee & other details are given in the Corporate Governance Report
which forms part of this annual report.
Your company is committed to maintain the highest standards of
corporate governance. as required under clause 49 of the Listing
Agreement with the Stock exchange, a report on corporate governance as
well as auditors certif cate on the compliance of conditions on
corporate governance are annexed and form part of this annual report.
With a view to strengthen the corporate governance framework, the
Ministry of Corporate Af airs has issued a set of voluntary Guidelines
in December 2009 for adoption by companies. Your company is already
complying with various requirements of the Guidelines and further, will
review its corporate governance parameters in the context of the
recommendations under the Guidelines for appropriate action.
All board members and senior management personnel have af rmed
compliance with the Code of conduct for the year 2012-13. A declaration
to this ef ect signed by the Chairman & Managing Director (CEO) of your
company is annexed to this annual report.
MANAGEMENT DISCUSSION AND ANALYSIS
A separate section titled ''Management''s Discussion and Analysis Report''
forms part of this Annual Report.
M/s. S. Daga & Co., Chartered accountants (Reg. 000669S), who are the
statutory auditors of the company hold of ce until the ensuing annual
general meeting. It is proposed to re-appoint them to audit the
accounts of the company for the f nancial year 2013-14. As required
under the provisions of Section 224 of the Companies Act, 1956, your
company has obtained a written certif cate from M/s. S. Daga & Co.,
Chartered accountants to the ef ect that their re-appointment, if made,
would be in conformity with the limits specif ed in the said section.
Members are requested to reappoint auditors for the period from the
conclusion of the ensuing annual general meeting till the conclusion of
the next annual general meeting and authorize Board to f x their
In pursuance to Central Government Order no. 52/26/CAB 2010 dated
24th January 2012 read with the provisions of Section 233B of the
Companies Act, 1956, your company has appointed M/s DZR & Co, Cost
accountants, Hyderabad, as cost auditors of your company to conduct
cost audit of the cost accounting records of Apparel division of your
company for the f nancial year 2013 - 2014. As required under the
provisions of Section 224 of the Companies Act, 1956, your company has
obtained a written certif cate from M/s DZR & Co, Cost Accountants to
the ef ect that their appointment was in conformity with the limits
specif ed in the said section.
The due date for f ling of the cost audit report with the Ministry of
corporate af airs, for the f nancial year 2012-13 is 27th September
2013 (as per rule cost audit report need to be f led within 180 days
from the date of closing of respective f nancial year). Company will
ensure that the said report will be f led within due date.
In terms of the provisions of Sections 255 and 256 of the Companies
Act, 1956 Mr. Meka Yugandhar, Mr. Thati Venkataswamy Chowdary, Mr.
Dhanji Lakhamshi Sawla & Mr. Mahender Chand Chordia, Directors of your
company, shall retire at the ensuing Annual General meeting and being
eligible, of er themselves for re-appointment. Previous term of Mr.
Gautam Chand Jain, Chairman & Managing Director of your company expired
on 30th June, 2013, he has been reappointed as Chairman & Managing
Director by the Board of directors in the Board meeting held on 22nd
May 2013, for a further period of 5 years with ef ect from 01st July
2013, subject to the ratif cation of his reappointment by the
shareholders .Board recommends the reappointment of aforementioned
PARTICULARS OF EMPLOYEES
None of the employees of the company was in receipt of remuneration in
excess of limits prescribed under Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975 as
amended till date during the year under report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Disclosure under Form A pursuant to Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988 are
applicable to the Apparel division of the company, hence the
information pertaining to that division is provided below:
(Disclosure of particulars with respect to technology absorption)
RESEARCH AND DEVELOPMENT (R & D)
1. Specific areas in which R & D carried out by the company Not
applicable having regard to the nature of the industry.
2. Benefits derived as a result of the above R&D Not applicable.
3. Future plan of action Not applicable.
4. Expenditure on R & D: Nil
Company maintains a high level of information flow with various
companies. Through visits of executives to developed countries, your
company keeps abreast with the advanced technological developments and
through specific program, introduces, adopts and implements them. This
has resulted in higher production, accuracy and perfection in
excavation of rough granite blocks, processing of random granite slabs,
tiles and manufacturing of apparel.
Your company generally exports granite to countries like Austria,
Barbados, Bangladesh, Belgium, Bermuda, Brazil, Canada, China, Croatia,
Finland, France, Germany, Hong Kong, Indonesia, Italy, Jamaica, Jordan,
Libya, Malaysia, Mexico, Netherlands, New Zealand, Norway, Panama,
Poland, Russia, Saudi Arabia, Spain, Switzerland, Taiwan, UK, USA and
Your company is continuously exploring possibilities of exporting new
During the year under review, the total standalone foreign exchange
earnings was Rs.. 9259 Lacs and expenditure of your company was Rs.. 1570
Your Directors express their appreciation for the support, trust and co
operation received from the banks, Government authorities, customers,
suppliers, shareholders and other stakeholders during the year under
review. The Board is also very thankful to the holders of Foreign
Currency Convertible Bonds for their support.
Your Directors acknowledge with gratitude the commitment and dedication
of the employees at all levels, which has contributed to the growth and
success of the company.
Your Directors look forward to the continued support from all of you in
the years to come.
For and on behalf of the Board
Place : Secunderabad Gautam Chand Jain
Date : 14.08.2013 Chairman & Managing Director