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Pokarna
BSE: 532486|ISIN: INE637C01017|SECTOR: Ceramics/Granite
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VOLUME 227
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Directors Report Year End : Mar '13    « Mar 12
Dear Members,
 
 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)
                                  Standalone            Consolidated 
 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)
 
 Extra-ordinary items
 
 Total tax expenses             149.37      48.74     149.37     48.80
 
 Extra-ordinary item 
 (refer note.  2.23              Nil          Nil    1158.75       Nil
 in consolidated financial
 statements).
 
 Profit after tax and           364.51     101.20    (664.28) (3093.65)
 
 Extra-ordinary item
 
 Balance of Profit 
 brought forward.               888.14    2630.51   (5573.77)  (636.55)
 
 Appropriation
 
 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
 follows:
 
 - 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
 either company.
 
 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.
 
 AUDITORS OBSERVATIONS
 
 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.
 
 DIVIDEND
 
 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
 resources.
 
 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.
 
 AUDIT COMMITTEE
 
 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.
 
 CORPORATE GOVERNANCE
 
 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.
 
 AUDITORS
 
 Statutory auditors
 
 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
 remuneration.
 
 Cost auditors
 
 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.
 
 DIRECTORS
 
 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
 Directors.
 
 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:
 
 FORM B
 
 (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
 Venezuela.
 
 Your company is continuously exploring possibilities of exporting new
 markets.
 
 During the year under review, the total standalone foreign exchange
 earnings was Rs.. 9259 Lacs and expenditure of your company was Rs.. 1570
 Lacs.
 
 ACKNOWLEDGEMENTS
 
 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
Source : Dion Global Solutions Limited
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