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Rupa and Company Directors Report, Rupa and Comp Reports by Directors
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Rupa and Company
BSE: 533552|NSE: RUPA|ISIN: INE895B01021|SECTOR: Textiles - Hosiery/Knitwear
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« Mar 10
Directors Report Year End : Mar '11
The Directors have great pleasure in presenting their Twenty Sixth
 Annual Report together with the Audited Financial Statements of the
 Company and Auditors'' Report for the year ended March 31st, 2011.
 
 FINANCIAL RESULTS
 
 The highlights of the financial results for the year 2010-2011 are as
 follows :                                            (Amount in Rs.)
 
                                          Year Ended       Year Ended
                                          31.03.2011       31.03.2010
 
 
 Sales & Other Income                   6397,976,514    5,233,334,258
 
 Total Expenditure                     5,728,384,592    4,772,266,240
 
 Gross Profit before Interest, 
 depreciation & Tax                      669,591,922      461,068,018
 
 Less: Interest & Finance Charges        143,520,089       56,991,397
 
 Gross Profit after Interest but 
 before Depreciation and Taxation        526,071,833      404,076,621
 
 Less: Depreciation                       45,802,123       35,491,782
 
 Profit before Tax                       480,269,710      368,584,839
 
 Less:  Provision for Tax                118,000,000      122,500,000
 
 Provision for Deferred Tax               41,863,037        4,676,736
 
 Prior Period Adjustment                     225,129                -
 
 Profit after Tax                        320,181,544      241,408,103
 
 Add: Surplus brought forward             83,220,252      327,088,336
 
 Surplus Available                       803,401,796      568,496,439
 
 Appropriation :
 
 Transfer to General Reserve              25,000,000       25,000,000
 
 Proposed Dividend                        79,524,560       51,690,964
 
 Tax on Proposed Dividend                 12,900,872        8,585,223
 
 Balance carried to Balance Sheet        685,976,364      483,220,252
 
 
 OPERATIONS
 
 The Company has achieved a growth of 22.80% in Sales & Income from
 Operations during the year under review over the previous year. The
 Sales & Income from Operations including other income during the year
 under review is Rs. 6,397,976,514 as against Rs. 5,233,334,258 in the
 previous year. Your Company has also achieved a growth of 45.23% in
 Gross Profit before Interest, Depreciation and Tax & 32.63% in Profit
 after Tax respectively during the period under review over the previous
 year. The Gross Profit before Interest Depreciation and Tax during the
 year under review is Rs. 669,591,922 as compared to Rs. 461,068,018 in 
 the previous year. The Profit after Tax for the year under review is 
 Rs. 320,181,544 as againstRs. 241,408,103 in the previous year.
 
 SUBSIDIARY
 
 Your Company has Wholly Owned Subsidiaries -
 
 M/s Euro Fashion Inners International Private Ltd which is engaged in
 selling hosiery products under the brand name EURO which are premium
 products designed for the taste of upper-class consumers.
 
 M/s Imoogi Fashions Private Limited which is engaged in manufacturing,
 processing and selling hosiery and outer fashion wear products,
 especially for children between the age of 0-12 years under the brand
 name Imoogi.
 
 DIVIDEND
 
 Considering the financial performance of your Company during the
 Financial Year 2010-2011 and with a view to meet the twin objectives of
 rewarding shareholders adequately and retaining resources to meet your
 Company''s business requirements, your Directors are pleased to
 recommend a dividend of Rs. 1.00 per share (100%) for the Financial Year
 2010-2011 (Previous year 65%).
 
 DEPOSITS
 
 Your Company has not accepted any deposit within the meaning of Section
 58A of the Companies Act, 1956 and the rules made there under.
 
 AUDITORS''REPORT
 
 The notes to the accounts referred to in the Auditors'' Report are
 self-explanatory and, therefore, do not call for any further comments.
 
 DIRECTORS
 
 Mr. Radhe Shyam Agarwal, Mr. Sushil Patwari and Mr. Dharam Chand Jain
 retire by rotation at the ensuing Annual General Meeting and being
 eligible, have offered themselves for re-appointment.
 
 REPORT ON CORPORATE GOVERNANCE
 
 Pursuant to Clause 49 of the Listing Agreements with the Stock
 Exchanges, the following form part of this Annual Report:
 
 i) Management Discussion and Analysis;
 
 ii) Corporate Governance Report;
 
 iii) Auditors'' Certificate regarding compliance of conditions of
 Corporate Governance.
 
 iv) Declaration duly signed by Mr. Kunj Bihari Agarwala, Managing
 Director to the effect that all Board Members and Senior Management
 Personnel of the company have affirmed compliance with the code of
 conduct as laid down by the Company.
 
 AUDITORS
 
 The Auditors M/s. L B. Jhain & Co., retire at the ensuing Annual General
 Meeting and being eligible, offer themselves for re-appointment.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, Your Directors
 state that:
 
 (a) in the preparation of the Annual Accounts, the applicable
 accounting standards have been followed and that there are no material
 departures;
 
 (b) they 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 at the end of the financial year 2010-2011, and of the
 profit of the Company for that period ;
 
 (c) they 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;
 
 (d) the Annual Accounts have been prepared on a going concern basis.
 
 PARTICULARS OF EMPLOYEES
 
 Remuneration of Chairman, Vice-Chairman and Managing Director is given
 under Corporate Governance Report. Except Chairman, Vice-Chairman and
 Managing Director, none of the employees of the Company was in receipt
 of remuneration which requires disclosures under Section 217(2A) of the
 Companies Act, 1956 and the Rules made therein.
 
 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
 AND OUTGO
 
 As required under Section 217(l)(e) of the Companies Act,1956 and the
 Rules made therein, the concerned details relating to energy
 conservation, technology absorption, foreign exchange earnings and
 outgo are given in Annexure -1 attached hereto ,which forms part of
 this Directors'' Report.
 
 PARTICULARS REQUIRED AS PER LISTING AGREEMENT WITH STOCK EXCHANGE
 
 A statement containing necessary information as required under the
 Listing Agreements with the Stock Exchanges is annexed hereto as
 Annexure ''II''.
 
 ACKNOWLEDGEMENTS
 
 Your Directors express their deep and sincere appreciation for the
 continued cooperation and support extended to the Company by the
 Government authorities, Company''s Bankers, Financial Institutions,
 Vendors, Customers and Shareholders during the year under review. Your
 Directors also express and convey their warm appreciation to all
 employees for their diligence and contribution to the growth of the
 Company.
 
 
                           For and on behalf of the Board of Directors
 
 Place : Kolkata                                  Prahlad Rai Agarwala
 
 Dated : The 30th day of May, 2011                            Chairman
Source : Dion Global Solutions Limited
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