The Directors have pleasure in presenting the Fifth Board Report
together with the audited statement of accounts of the Company for the
financial year ended 31st March, 2012.
The financial performance of the Company for the year under review is
(Rs. in Lakhs)
Particulars 2011-2012 2010-2011
Revenue From Operations/Sales (Net) 61,405.12 71,649.95
Other Income 6.90 4.79
Total Income 61,412.02 71,654.74
Profit before Depreciation,
Interest, Amortisation & Tax (PBDIAT) 902.93 5,267.49
Less: Interest 12.87 7.38
Profit before Depreciation & Tax (PBDT) 890.06 5,260.11
Less: Depreciation 771.32 771.19
Profit before Tax (PBT) 118.74 4,488.92
Current Taxation 76.63 1,560.00
Deferred Tax (36.19) (26.72)
Prior Period Tax Payment 46.42 51.65
Profit after Tax (PAT) 31.88 2,904.00
Allotment of Equity Shares on conversion of Fully Convertible
During the year under review, 13,95,002 equity shares were allotted on
26th April, 2011 at a price of Rs.193.55 per share having face value of
Rs. 2/- each on conversion of 27,00,000 Fully Convertible Debentures
which have been listed in Bombay Stock Exchange Limited and National
Stock Exchange of India Limited. We have already informed you about
detail of allotment in our earlier Board Report.
During the year under review the company has entered the consolidation
phase and is closely monitoring the performance of its Master
Franchisee/Franchisee. The company achieved a sales/turnover of Rs.
61,405.13 Lakhs. Though there is a slight decline in the turnover from
Rs. 71,649.95 lakhs the company is quite satisfied with the performance
of its franchisees thereby providing the right platform for the future
of the company.
Likewise the company has encouraged the franchisees by providing some
attractive schemes that have resulted in a decline in the profits of
the company. The company has a profit after tax of Rs. 31.88 Lacs down
from Rs. 2904.00 lakhs in the previous year. The company has also
commenced our value stores which has a relatively low margin.
Hence, though the profit after tax of the company has reduced during
the year, your directors believe that the company has developed a
strong enough platform that will stand the company in good stead in the
In View of the overall economic condition, there is a need for the
consolidation for the Company, hence your directors are unable to
recommend any dividend to the shareholders for the financial year
Management Discussion and Analysis:
A report on management discussion and analysis is annexed hereto and
forms part of this report.
The Company has put in place the norms of Corporate Governance in
compliance with the provisions of Clause 49 of the listing agreement. A
report on Corporate Governance as stipulated under clause 49 of the
Listing Agreement with the Stock Exchanges forms part of the Annual
Report. A certificate to that effect has been obtained from statutory
auditors of the Company and is annexed to this report.
Environmental Aspects and Social Responsibility:
The Company is committed to improve all aspects of environment. We pay
full attention to promote, improve and maintain our responsibility to
the society for better socio economic condition.
Shri K. D. Ghosh and Dr. ING N.K. Gupta, Directors of the Company,
retire by rotation and being eligible offer themselves for
reappointment. A brief resume of the Director seeking re-appointment,
their expertise etc. is given in the notice to the ensuing Annual
Remuneration to Managing Director:
Company has taken approval of the Members of the Company in the last
annual General meeting of the Company to pay remuneration of Rs.
1,20,00,000 per annum (CTC)(inclusive of all perquisite) to Shri Sandip
Jhunjhunwala, Managing Director of the Company. The Company has filled
all the necessary forms with Ministry of Corporate affairs.
However during the year under review, Company is having inadequate
profits, therefore the Company has paid Rs. 9,00,000 as remuneration to
Shri Sandip Jhunjhunwala, which is in compliance to the provisions of
Schedule XIII of the Companies Act.
The statutory auditors of the Company M/s P.K. Lilha & Co., Chartered
Accountants, Kolkata, retire at the conclusion of ensuing Annual
General Meeting and being eligible, offer themselves for
re-appointment. In terms of Section 224A of the Companies Act, 1956,
their appointment needs to be approved by the members of the Company
and their remuneration has to be fixed.
The Notes on Accounts referred to the Auditors, Report are self
explanatory and do not call for any further comments.
Director,s 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:
- In preparation of the annual accounts for the financial year ended
31st March, 2012, the applicable accounting standards read with
requirement set out under revised Schedule VI to the Companies
Act,1956, have been followed along with the proper explanations
relating to the material departures, if any.
-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 financial results of
the Company as at 31st March, 2012.
- The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding assets of the
Company and for preventing and detecting the fraud and other
- The Directors have prepared the annual accounts for the financial
year ended 31st March, 2012 on a going concern basis.
The Company has neither invited nor accepted any Public Deposits during
the year under review.
Particulars of Employees:
Particulars of employees as required to be furnished pursuant to
Section 217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975 as amended, form part of this
report. However, as per the provision of Section 219(1)(b)(iv) of the
Companies Act,1956, the reports and accounts are being sent to all the
shareholders of the Company excluding the statement of particulars of
employees. Statement of particulars of employees and other documents,
if any, which are not annexed to this Report, will be open for
inspection for the shareholders at registered office of the Company
during working hours for a period of 21 days before the date of annual
general meeting. Also any shareholder interested in obtaining a copy
may write to the Company Secretary for the same.
Conservation of Energy & Technology Absorption and Foreign Exchange
Earnings and Outgo:
As the Company being in retail sector, the provisions regarding giving
details of conservation of energy is not applicable.
However there is no expenditure on Research & Development, Technology
absorption, adoption & innovation during the current financial year.
Your Company being concentrating on the domestic consumption market and
do not have any exports initiatives to report to the members.
The Board wishes to place on record their sincere appreciation to all
consumers, bankers, vendors and other stakeholders for their continued
support during the year under review. Your Directors are quite
optimistic for support to be extended by all in the years to come.
For and on behalf of the Board
Date : 30th May, 2012