1. The Directors are pleased to present their Sixth Annual Report on
the business and operations of your Company for the year ended 31st
March, 2011.
Financial results
(Rs. in lakhs)
Particulars Year ended Year ended
March 31, 2011 March 31, 2010
Gross sales 158546.19 114816.21
Gross Profit 21566.64 10123.05
Less: Depreciation 6786.20 6690.94
Taxation:
– Current 2951.10 580.00
– MAT Credit entitlement (2625.65) –
– Earlier years (net) (2.33) 2.07
– Deferred (net) 3023.11 218.62
Net Profit 11434.21 2631.42
Add: Balance brought forward from the
previous year 4421.45 2408.43
Profit available for appropriation 15855.66 5039.85
Appropriations:
Proposed dividend 819.14 273.05
Corporate dividend tax 132.89 45.35
Transfer to the general reserve 1200.00 300.00
Balance in profit and loss a/c carried
to balance sheet 13703.63 4421.45
Total 15855.66 5039.85
Dividend
2. Your Directors are pleased to recommend dividend of Rs. 5 per share
and a one time special dividend of Rs. 2.50 per share for the year
ended 31st March, 2011, subject to shareholders approval at the
forthcoming Annual General Meeting. The total amount of dividend to be
paid to the shareholders will be Rs. 952.03 lakhs (inclusive of
dividend tax).
Capital Projects
3. The Company invested Rs. 37 Crore during the year for capital
projects and intends to further invest Rs. 38 Crore in FY 2011-12 and
Rs. 50 Crore in FY 2012-13 for modernization, upgradation and balancing
capital equipments.
To reinforce its existing competitive edge, your Company is exploring
various opportunities for expansion and growth.
If undertaken, the expansion will be financed through internal accruals
as well as loans from Banks under TUF Scheme of the Ministry of
Textiles, Government of India, under which an interest subsidy of 4% is
provided by the government.
Fixed Deposits
4. At the end of the financial year under review, fixed deposits from
the public, shareholders and employees amounted to Rs. 1377.30 lakhs;
deposits amounting to Rs. 0.15 lakh remained unclaimed as on 31st
March, 2011.
Particulars of Employees
5. Information in accordance with Section 217(2A) of the Companies
Act, 1956, read with Companies (Particulars of Employees) Rules, 1975,
is given in Annexure-I, which forms part of this report.
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo
6. The requisite information with regard to conservation of
energy , technology absorption and foreign exchange earnings and outgo,
in terms of the Section 217(1)(e) of the Companies Act, 1956, read with
Companies (Disclosures of Particulars in the Report of Board of
Directors) Rules, 1988 is given in Annexure-II, annexed hereto, and
forms part of this report.
Management Discussion and Analysis Report
7. The detailed review of the operations, performance and outlook of
the Company is given separately in the Management Discussion and
Analysis Report as required under Clause 49 of the Listing Agreement,
by way of Annexure–III to this report.
Corporate Governance
8. Your Company is committed to maintain the highest standards of
ethics and governance, resulting in enhanced transparency for the
benefit of all stakeholders. As per the revised Clause 49 of the
Listing Agreement with stock exchanges, and the requirements set out by
the Securities and Exchange Board of India‘s Corporate Governance
Practices, the Company has implemented all the stipulations prescribed.
The Company has adopted a code of conduct applicable to the Board and
senior management. The Company fully complies with the governance
practices as enunciated in the Listing Agreement. The Report on
Corporate Governance as stipulated under Clause 49 of the Listing
Agreements forms part of this report.
9. The requisite Certificate from the Statutory Auditors of the
Company, M/s Singhi & Co., Chartered Accountants, confirming compliance
with the conditions of Corporate Governance as stipulated under the
aforesaid Clause 49, is annexed to this Report by way of Annexure IV.
Compliance of Accounting Standards
10. As per requirement of the Listing Agreement with Stock Exchanges
and Accounting Standards of the Institute of Chartered Accountants of
India your Company has made disclosure in respect of Related Party
Transactions and Deferred Taxation. The Company has duly adopted
all the Accounting Standards in pursuance to the provision of
Section 211 (3A) of the Companies Act,1956.
Directors Responsibility Statement
11. As required under Section 217 (2AA) of the Companies Act, 1956,
your Directors hereby confirm:
(i) That in the preparation of the annual accounts, the applicable
accounting standards relating to material departures, if any, were
followed along with proper explanations and the Notes in the Auditors
Report in this regard are self-explanatory;
(ii) That such accounting policies were selected and applied
consistently and judgements and estimates were made that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of your Company at the end of the financial year and of the
profit of your Company for the year ended 31st March, 2011
(iii) That proper and sufficient care were taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of your Company and
for preventing and detecting fraud and other irregularities; and
(iv) That the annual accounts were prepared on a going concern basis.
Directors
12. Pursuant to section 256 of the Companies Act, 1956, read with
Article 139 of the Articles of Association of the Company, Mr. Rajan A.
Dalal, Mr. Ashok Mittal and Mr. Rajiv K. Podar, Directors of the
Company, retire by rotation at the ensuing Annual General Meeting and
being eligible, have offered themselves for re-appointment.
Auditors Report
13. The Notes on accounts and the observations of the Auditors in their
Report on the Accounts of the Company are self- explanatory and in the
opinion of the Directors, do not call for any further clarifications.
Auditors
14. M/s. Singhi & Co., Auditors and M/s. S.R. Batliboi & Co., Branch
Auditors retire at the conclusion of Annual General Meeting and are
eligible for re-appointment. Certificate from the Auditors have been
received to the effect that their re-appointment, if made, would be
within the limits prescribed under Section 224 (1B) of the Companies
Act, 1956. Further they also hold a valid certificate issued by the
Peer Review Board of the ICAI as required under revised clause 41 of
listing agreement.
Acknowledgements
15. Your Directors would like to express their sincere appreciation
for assistance and co-operation received from the various stake holders
including financial institutions and banks, Governmental authorities
and other business associates who have extended their valuable support
and encouragement during the year under review. Your Directors take the
opportunity to place on record their deep appreciation of the committed
services rendered by the employees at all levels of the Company, who
have contributed significantly towards Companys performance and for
enhancing its inherent strength.
For and on behalf of the Board
Place: New Delhi C. S. Nopany
Dated: May 13, 2011 Chairman
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