The Members,
The Directors are, pleased to present the Nineteenth Annual Report
together with the Audited Accounts of the Company for the year ended
31st March 2011.
FINANCIAL RESULTS
(Rs. in Lakhs)
March 2011 March 2010
Sales and Other income 6,768.67 6,533.16
profit/(Loss) Before Depreciation,
Interest, Tax, Extra Ordinary Item
and Appropriation (1,091.27) (1,224.03)
Less: Depreciation 827.54 772.34
Interest / Finance Charges 1,235.21 1,848.89
Profit/(Loss) Before Tax and
Extra ordinary item (3,154.02) (3,845.26)
Less : Provision for Taxation
Earlier years - 197.24
-Deferred 88.25 (391.47)
Profit/Loss) After Tax (3,439.51) (3,453.79)
Balance brought forward from
previous year (1,019.35) 2,094.44
Amount available for appropriation (4,458.87) (1,359.35)
Adjusted against the balance in
General Reserve, to the extent
available - 340.00
Balance carried to Balance Sheet (4,458.87) (1,019.35)
DIVIDEND
In view of losses, your directors do not recommend any dividend for the
year.
PERFORMANCE
During the year under review your Company achieved net sales of
Rs.67.00 Crores (previous year Rs. 63.11 Crores) and incurred net loss
of Rs.34.39 Crores (previous year 34.54 crores). One of the major
reason for the loss of the company is due to the Continuous process of
valuing inventory due to the introduction of new models, which results
in some models moving slowly and may have to be sold at a lower price.
As a matter of good corporate practice these are reviewed and discussed
with the auditors and suitable provisioning is made while valuing the
inventory. Likewise, debtors are being reviewed progressively and
provisioning has been made after a detailed assessment. Otherwise given
the fact that in this year your company had embarked on a phase of
consolidation, after revamping in the last two years, the performance
has been satisfactory since the company has retained its market and
consolidated if s presence.
The encouraging part of the performance has been nearly 1.9 times
increase in exports compared to the previous year and we are currently
exporting to 16 countries. The exponential growth in exports is
expected to continue in the current financial year.
OUTLOOK
The outlook for the industry in India is promising. The dereservation
of the industry coupled with the excellence developed by the country in
manufacturing tips and inks of international standards at competitive
price has given the industry an edge, while the players in Europe, US
and Japan have been faced with a struggling economy, cheap imports and
limited scope for cost savings or price mark ups. Thus, they have been
looking for quality imports and India is the preferred destination. The
fact that Chinese products have attracted anti dumping duty coupled
with the reluctance of international buyers to depend on one country
for supplies has compelled them to look at India more closely. This has
resulted in increasing exports from India. With a vibrant domestic
market the players found themselves suddenly short of capacity and have
embarked on expansion. The need to create a brand while catering to
international market and the increasing recognition that the current
generation is placing a lot of emphasis on brand the domestic players*
have hired Indian icons from the film and sporting world as their brand
ambassadors.
The growth in matured markets is likely to depend on how well companies
Innovate and focus on manufacturing wide range of products. Meanwhile,
in developing countries, growth could be attributed to rapid increase
in population, literacy levels, and increasing demand for good quality
writing gear, and effective pricing.
The market for writing instruments is vivid and active, even in the
electronic age. A few warnings were signaled to the industry
players by certain associations, highlighting increased application of
hi-tech communication, and data transfer technologies. But, the threat
was far from the reality. Writing instruments are still a vital part of
daily routine of a school going child to an executive working in a
hi-tech office. Innovations are key for market growth. However,
environmental regulations are leaving their impact on the industry.
Earlier, the industry had several negative aspects such as inks with
toxic materials. However, nowadays producers are making it a point to
contribute to environment protection. The market for Writing and
Marking Instruments was affected by the economic recession during
2008-2009 and witnessed moderate growth till 2010. The export lead
recovery in 2011 and the international appreciation of Indian writing
instruments industry has opened a Pandora''s Box.
In conclusion one could say that the purple patch for the Writing
instrument industry has begun and is likely to continue for a few years
which could see exponential growth.
FINANCIAL RESTRUCTURING
With the persistent efforts of the management and the support of the
Lenders the Company''s case for restructuring under Corporate Debt
Restructuring (CDR) mechanism was admitted in the CPR cell in March
12,2010. The final package was approved by the CDR Empowered group in
September,24 2010 paving way for the reemergence of the Company in the
Writing Instrument and stationery space. Subsequently the Letter of
approval was issued by the CDR Cell to the Company. The company is on
path of revival and is consolidating all business streams after two
years of Internal restructuring.
The Board expresses its gratitude to the Lenders for supporting the
company at this crucial juncture..
The CDR package is expected to be implemented by 30th Sept 2011. This
will facilitate the smooth working of the Company and alignment of the
loan repayment to the cash flow realities of the Business.
Some lenders and creditors have initiated winding up proceedings and
recovery proceeding in DRT against the company to recover their dues.
The Winding up proceeding instituted by HDFC (IARC) has been admitted
by the high Court. Your Company is confident of defending these
Proceedings.
REFERENCE TO BIFR
It is observed that as per Audited Accounts of the Company as on March,
31 2011, the accumulated losses have exceeded the net worth Of the
Company and the Company has become a sick industrial company within the
meaning of clause (o), sub-section(l) of Section 3 of the Sick
Industrial Companies (Special Provisions) Act, 1985 (SICA). Your
directors have decided to meet again ft examine in detail the necessity
to make a reference to the BIFR in view of the approval of CDR package
before forming an opinion on the matter.
STATUS REPORT ON THE SUBSIDIARIES:
Today''s Stationery Mart Ltd.
At Present only Skelton operations are being conducted.
Today''s Infrastructure and Construction Ltd.
The effort is directed towards realizing all the investments made by
your company so that same the can be ploughed back to the parent
company for furthering its business.
Today''s Fluid Technologies Ltd
This subsidiary has not commenced any business. As it was decided not
to pursue the business for which the company was set up for the time
being all decisions pertaining to the company has been deferred in view
of the consolidation process undertaken by the group.
The Ministry of Corporate Affairs, has vide General Circular No. 2/2011
dated 8th February 2011, grated general exemption for not attaching
the annual accounts of the subsidiary companies with account of Holding
Company.
Pursuant to said circular, the Board of Directors of your Company in
their meeting held on 15th June, 2011 has given their consent for not
attaching the Annual Accounts of the Subsidiary Companies with that of
the Holding Company. Accordingly, we are not attaching Balance sheet,
Profit ft Loss Account, Directors'' Report and Auditors'' Report and
other documents of the Subsidiary Companies. However these documents
shall be made available upon request to member of the Company
interested in obtaining the same and shall be available for inspection
at the Head/Registered Office of your Company and that of the *
concerned Subsidiary. As required, the financial data of the Subsidiary
Companies has been furnished along with the statement pursuant to
section 212 of the Companies Act, 1956 and form a part of this Annual
Report.
AUDITORS -
M/s Ajay Shobha & Co., Chartered Accountants Statutory Auditors oC the
Compaq retire at the ensuing Anrwat General Meeting and being eligible
for reappointment, they have filed a Certificate with the Company to
the effect that their appointment, if made, wilt be within the limits
specified in the subsection (1B) of Section 224 of the Companies act,
t956.
1. The Auditors has made comment vide para) of point 9 of the
annexure to the audit report that statutory dues of Provident Fund Rs
48.65 Lakhs, income lax of Rs. 745.29 Lakhs, Dividend Tax of Rs. 59. 1
Lakhs, Fringe Benefit Tax of Rs. 27.35, TDS of Rs. 40.4 Lakhs Income
tax of Rs. 51.59 Lakhs were outstanding for a period of more than
six months from the date they became payable.
Due to recurring cash losses and the consequent liquidity constraints,
there is a delay. However, the company has been progressively reducing
these liabilities and will continue to do the same.
2. The Auditors has made comment vide point 11 of the annexure to the
audit report that the Company has defaulted in repayment of dues to
banks.
Due to the difficulty in meeting bank and other liabilities on time,the
Company had approached CDR cell to realign the repayment with the cash
flow realities of the business. The proposal was sanctioned on
24.09.2010. This is under implementation which will regularize the
defaults.
3. The Auditors has made comment that the Company has not complied
with the Accounting standard 15 (AS-15) relating to provision for
retirement benefits of employees.
The Company has accounted the same to cash basis in the books of
Accounts and there is no significant and material impact on the
profitability / loss of the Company but the- Directors of the Company
would examine the desirability of changing the method of accounting.
Other Observations in the Auditors'' Report are dealt within Notes to
Accounts at appropriate places and being self- explanatory, need no
further explanations.
DIRECTORS'' RESPONSIBILITY STATEMENT
As stipulated in section 217(2AA) of the Companies Act, 1956, your
directors subscribe to the Directors'' Responsibility Statement''* and
confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed an material departure;
b) the selected accounting policies were applied consistently and the
directors 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, 2011 and the loss of the Company for the
year ended on that date;
c) that proper and sufficient care has 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;
6f that the annual accounts have been prepared on a going concern
basis.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with Accounting Standard 21 issued by the institute of
Chartered Accountants of India, Consolidated Financial Statements have
been provided to the Annual Report. These consolidated Financial
Reports provide financial information about your Company and its
subsidiaries. The consolidated financial statements form part of this
Annual Report.
CORPORATE GOVERNANCE
Pursuant to clause 49 of the Listing Agreement, a Report on Corporate
Governance and a certificate from the Auditors'' of the Company is given
separately, which forms part of this Report.
MANAGEMENT DISCUSSION ft ANALYSIS
A separate report is appended herewith.
COMMUNITY DEVELOPMENT AND WELFARE ACTIVITIES
Commitment to the development of a self-reliant community has long been
a part of the Today''s. The Company has consciously laid emphasis on
corporate social responsibility and also on ecology and environment
protection. Our business is labour intensive and we have assembling of
pens happening over a radius of 100 km around Dadra. In our own small
way we initiate local program for development and welfare. However,
during this year the level of such activity has been low due to the
Company''s liquidity constraints.
ENVIRONMENT AND INDUSTRIAL SAFETY
The Company implements all necessary measures at its plant for
protection of environment and industrial safety. The Company carries
out improvements regularly to ensure compliance with statutory
requirements 6t regulations.
RESEARCH AND DEVELOPMENT.
The R&D effort of the Company has been limited to improving quality and
consistency of the product this year as a part of strategy to have
specific program for overall improvement in quality to be a competitive
player in the global market.
DIRECTORS
In accordance with the requirements of the Companies Act, 1956, Mr.
Rahul Gupta, Director of die Company will retire by rotation at ensuing
Annual General Meeting and, being eligible, have offered himself for
re-appointment.
Mr. Sunil Kedia and Mr. Mukesh Gupta have resigned from the Board, with
effect from 30/08/2010, Mr. Pushpak Singh Chavan and Mr. Sunil Agarwal
whole time Directors of the Company, have resigned from the Board with
effect from 12/02/2011 and 14/06/2011 respectively. The Board placed on
record their sincere appreciation for the services rendered by them
during their tenure as Directors,
DEPOSITS
The Company has not accepted any deposits under Section 58A of the
Companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
Statement giving the particulars relating to conservation of energy,
technology absorption and foreign exchange earnings outgo as required
under the Companies (Disclosure of particulars in the Report of the
Board of Directors) Rules, 1988, is annexed hereto and forms part of
the Report.
PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956
The Company has no employee drawing remuneration above the limit
mentioned at 217 (2A) of the Companies Act, 1956 and according no
statement is annexed.
ACKNOWLEDGEMENT
Your Directors place on record their deep acknowledge of the dedication
and commitment of employees during the challenging year. They are
instrumental in your company succeeding in meeting these challenges.
Your Directors express their gratitude to Government and Hon Government
Agencies including SEB1, Stock Exchange, Registrar of Companies,
Bankers, Suppliers Agencies. Customers and shareholders for their
continued co - operation and support.
FOR AND ON BEHALF OF THE BOARD
(RAJESH KUMAR DROLIA)
CHAIRMAN
Registered Office:
Survey No.25111, Vatead Faiia,
Near Jain Temple, Dadra, Dadra & Nagar
Haveli, |