The Directors are pleased to present the 19th Annual Report and the
audited accounts for the year ended 31st March, 2012.
Financial Results: (Rs. in Lacs)
Particulars Current Year Previous Year
2011-2012 2010-2011
Net Sales and Other Income 68816.84 43361.55
Gross Profit before interest, Depreciation
and Tax 5768.35 4646.14
Less: Interest 2905.83 1911.74
Depreciation 2395.49 2051.24
Profit before Tax 467.03 683.16
Less: Provision for Current Tax 14.20 25.05
Provision for Deferred Tax 70.85 251.73
Tax Adjustment for earlier years 0.00 0.45
Profit After Tax/ Profit for the Period 381.98 405.93
*Previous years'' figures have been regrouped wherever necessary to
bring them in line with the current year''s representation of figures
Performance:
During the financial year, your Company recorded Net Sales and Other
Income of Rs. 68816.84 Lacs as compared to Rs. 43361.55 Lacs of previous
year. The Net Profit for the year was Rs. 381.98 Lacs as compared to
previous year Rs. 405.93 Lacs. Cash profit increased to Rs. 2777.47 Lacs
from Rs. 2457.17 Lacs of previous year.
Dividend:
In order to strengthen the reserve of the Company, your Director''s
considers it prudent to plough back the profits and not to recommend
any dividend for the financial year 2011-2012.
Management Discussion and Analysis Report:
Management Discussion and Analysis Report for the year under review,
which also deals with the opportunities, challenges and the future
outlook for the Company, as stipulated under Clause 49 of the Listing
Agreement with the Stock Exchange of India, is presented in a separate
section forming part of the Annual Report.
Expansion Plans: C.P. Project (Backward Integration) at Surangi,
Silvassa (U.T.):
With a view to enhancing its operating margin and shore up its
profitability, the Company is going in for backward integration to
manufacture Fibre grade/Textile Polyester chips/Polymer by setting up
Continuous Polymerisation Plant (CP). The execution of the project is
in the advance stage and expected to commence its commercial production
as slated on or before June, 2013.
Capital:
During the year under review, the authorised share capital of the
Company was increased from Rs. 30.00 crores to Rs. 50.00 crores to enable
the Company to meet the future additional capital requirements.
Conversion of Warrants with convertible option on preferential basis to
selected persons (promoter, public and body corporate):
In the year 2010, the Company obtained consent of the members through
Special Resolution under Postal Ballot for issuing convertible warrants
and allotted 1,03,90,000 convertible warrants on 03rd January, 2011
with an option to convert them into an equal number of Equity Shares of
Rs. 10/- each of the Company over a period of eighteen months on
preferential basis to selected persons (promoter, public and body
corporate) at a price of Rs. 17/- (including premium of Rs. 7/- each) per
warrant after receiving 25% of upfront money amounting to Rs.
4,41,57,500. During the year, on 10th January, 2012 first tranche
conversion option was exercised by Raj Money Market Limited (Promoter
Company) for conversion of 8,90,000 warrants into Equity Shares of the
Company and Rs. 1,13,47,500 was received in respect of the conversion.
These shares are under lock-in for a period of three (3) years from the
date of allotment i.e. from 10th January, 2012 to 09th January, 2015.
Further during the year, on 31st March, 2012 second tranche conversion
option was exercised for conversion of 54,78,500 warrants into Equity
Shares of the Company and Rs. 6,98,50,875 was received in respect of the
conversion. Out of the above 2,78,500 Equity Shares allotted to Raj
Money Market Limited (Promoter Company) are under lock-in period of
three (3) years from the date of allotment i.e. from 31st March, 2012
to 30th March, 2015 and 52,00,000 Equity Shares allotted to Non
promoter group (public) are under lock-in period of one (1) year from
the date of allotment i.e. 31st March, 2012 to 30th March, 2013.
Following exercise of the aforementioned options, there are now
40,21,500 convertible warrants that can be converted into Equity Shares
of Rs. 17/- (including premium of Rs. 7/- each) at the option of the
allottees upto 02nd July, 2012.
Change of Registered Office of the Company:
Your Company''s registered office address has been changed from Survey
No. 177/1/3 & 177/1/4, Village-Surangi, Dist-Silvassa, Dadra & .Nagar
Haveli (U.T.)-396 230 to Survey No. 177/1/3, Village-Surangi,
Dist-Silvassa, Dadra & Nagar Haveli (U.T.)-396 230w.e.f. 20th June,
2011.
Deposits:
The Company has not accepted any deposits within the meaning of Section
58A of the Companies Act, 1956 and no such amount of principal or
interest was outstanding as on the Balance Sheet date.
Directors:
In terms of Article 99 of the Articles of Association of the Company,
Mrs. Rajkumari Kanodia, Director, retires by rotation and being
eligible, offers herself for re-appointment at the ensuing Annual
General Meeting. Brief resume of the Director proposed to be
appointed/re-appointed, nature of his expertise in specific functional
areas and names of companies in which he holds directorships and
memberships/ chairmanships of Board Committees, as stipulated under
Clause 49 of Listing Agreements with the Stock Exchanges in India, is
provided in the Corporate Governance Report forming part of the Annual
Report.
Directors Responsibility Statement:
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed and that there are no material
departures from the same;
(ii) the Directors have 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 as at 31st March, 2012 and of the profit of
the Company for the year ended on that date;
(iii) 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
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) the Directors have prepared the annual accounts of the Company on
a ''going concern basis''.
Auditors and Auditors Report:
M/s R.S. Agrawal & Associates, Chartered Accountants (Registration No.
100156W), who are Statutory Auditors of the Company, hold office until
the conclusion of the ensuing Annual General Meeting and are eligible
for re-appointment. The Company has received letter from them to the
effect that their appointment /re-appointment, if made, would be within
the prescribed limits under Section 224(1B) of the Companies Act, 1956
and that they are not disqualified for such appointment/re- appointment
within the meaning of Section 226 of the said Act. The Notes on
Accounts referred to in the Auditors'' Report are self- explanatory and
therefore does not call for any further comments except a non provision
for doubtful debts amounting to Rs. 88.61 lacs where your Directors are
confident that the money will be recovered, for which Company has filed
legal suits and therefore no provisions at present is required to be
made in the financial statements.
Cost Auditor:
Your Company has appointed Mr. Jayant J. Paleja, Cost Accountant,
Mumbai as Cost Auditors to conduct Cost Audit relating to the product
manufactured by your Company for the Financial Year 2012-2013.
Particulars of Employees:
In terms of the provisions of Section 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975 as
amended, the names and other particulars of the employees are required
to be set out in the Annexure to the Director''s Report. There were no
employees who were in receipt of remuneration for which particulars of
employees have to be disclosed pursuant to Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975.
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo:
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed under
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, are provided herein below:
(A) Conservation of Energy:
The information in regard to power and fuel consumption and cost per
unit of production is furnished in the prescribed form herein below:
FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF
ENERGY
Particulars Units Current Year Previous Year
(a)Power & Fuel Consumption:
1. Electricity Purchased
- Units KWH in lacs 896.36 852.96
Total Amount Rs.In Lacs 3719.10 2719.94
Average Rate Rs.Per Unit 4.15 3.19
2.Light Diesel Oil (LDO) /Furnace Oil (FO)
Quantity Kilo Litres 205.55 322.00
Total Cost Rs.In Lacs 77.83 88.34
Average Rate Rs.Per Litre 37.87 29.97
(b)Consumption per unit of
Production:
1. Electricity (KWH) Yarn 100 Kgs 125.81 128.11
2. Light Diesel Oil (Litres)
Yarn 100 Kgs 0.29 0.44
B) Technology Absorption:
As in the past, the Company continues its efforts to improve quality of
yarns as routine activities.
C) Foreign Exchange earning and outgo:
The particulars regarding foreign exchange earnings and outgo are given
in Note No. 36 and 39, Notes forming part of the Accounts.
Corporate Governance:
Your Company is committed to maintain the highest standards of
Corporate Governance. Your Directors'' adhere to the requirements set
out by the Securities and Exchange Board of India, Corporate Governance
practice and have implemented all the prescribed stipulations.
Report on Corporate Governance, as stipulated under Clause 49 of the
Listing Agreements with the Stock Exchanges in India, forms part of the
Annual Report. Certificate from the Auditor of the Company M/s R. S.
Agrawal & Associates confirming compliance of conditions of Corporate
Governance as stipulated under the aforesaid Clause 49 is annexed to
this Report.
Acknowledgement:
Your Directors'' would like to express their grateful appreciation for
assistance and co-operation received from the Banks, Government
Authorities, Customers, Vendors and Members during the year under
review. Your Directors also wish to place on record their deep sense of
appreciation for the committed services of the Executives, Staff
members and Workers of the Company.
For and on behalf of the Board of the Directors
Place: Mumbai Gourishankar Poddar
Dated: 30th May, 2012 Chairman & Managing Director |