To, The Members of Vandana Knitwear Limited
(Formerly known as ''Trendy Knitwear Limited'')
The Directors have pleasure in submitting their Report for the year
ended 31st March, 2012:
1. FINANCIAL PERFORMANCE
Particulars 2011-12 2010-11
Total Income 2,01,37,552 46,84,092
Total Expenditure 1,85,92,003 33,76,024
PROFIT BEFORE TAX 15,45,549 13,08,068
Less: Provision of Taxation
Including Deferred Tax 5,02,661 4,16,241
PROFIT AFTER TAX (PAT) 10,44,128 8,91,827
Add: Balance Brought Forward
From Previous Year (29,54,358) (38,50,684)
Add: Excess / (Short) Provision
for taxation 1,240 4,500
for Earlier year written back
Balance Carried To Balance Sheet (19,10,230) (29,54,358)
2. STATE OF COMPANY''S AFFAIRS:
Your Company is committed to offer the most competitive prices with the
overall parameters set by the general market conditions. Your Directors
perceive that the business of the Company stands on a sound platform
and is running well.
During the year under report, the Company marked its Income from
operations by earning Rs. 1,51,86,010/- as against of Rs. 10,75,121/-
of previous year. The Profit after Tax (PAT) went up to Rs. 10,44,128/-
in 2011-12 from Rs. 8,96,327/- in 2010-11.
Due to accumulated losses of the Company your Directors do not
recommend any dividend for the year under report.
Mr. Satya Narayan Gadiya and Mr. Pradeep Saremal Jain, Directors of the
Company whose period of office is liable to retire by rotation pursuant
to the provisions of Companies Act, 1956 and Articles of Association of
the Company retires by rotation and being eligible offer themselves for
A brief Resume of Director (Mr. Satya Narayan Gadiya and Mr. Pradeep
Saremal Jain) eligible for re-appointment alongwith the additional
information required under Clause 49 (IV)(G) of the Listing Agreement
is included in the Report on Corporate Governance.
APPOINTMENT OF ADDITIONAL DIRECTOR
Mr. Pawan Mandowara was appointment as an Additional Director at the
Board Meeting held on 10th November, 2011. The Board received a notice
u/s 257 of the Companies Act, 1956 from a member proposing the
candidature of Mr. Pawan Mandowara as a Director. In view of this the
Board recommends his appointment as a regular Independent Director of
the Company liable to retire by rotation.
The Details are furnished in Explanatory Statement annexed to the
Notice calling AGM.
Appointment of Chairman & Managing Director
Subject to consent of Members, Mr. Mukesh Gadiya was appointed as
Chairman & Managing Director of the Company for a tenure of 5 (five)
years w.e.f. 10.11.2011. As such, your directors recommend his
appointment at the said designation on such terms and conditions as
furnished in Explanatory Statement annexed to the Notice calling AGM.
5. AUDITORS AND AUDITORS'' REPORT
The Auditors, M/s S. N. Kabra & Co., Chartered Accountants, retire at
the conclusion of the forthcoming Annual General Meeting and being
eligible, has offered themselves for re-appointment.
The Company had received letters from M/s S. N. Kabra & Co., Chartered
Accountants to the effect that their 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 re-appointment
within the meaning of Section 226 of the Act.
The qualifications/observations of the Auditors are self-explanatory
and explained / clarified wherever necessary in appropriate notes to
6. FIXED DEPOSITS
The Company has not accepted any Fixed Deposits from public,
shareholders or employees during the year under report.
7. CORPORATE GOVERNANCE
In accordance with Clause 49 of the Listing Agreement with Bombay Stock
Exchange, a Separate Report on Corporate Governance along with
Auditors'' Certificate confirming Compliance is attached to this
8. PARTICULARS OF EMPLOYEES
As there were no employees throughout the year under review who were in
receipt of remuneration exceeding the prescribed limit in Companies
Act, 1956 and its regulations and rules. Hence, no statement is
attached herewith as required in terms of section 217(2A) of the
Companies Act, 1956.
9. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Provisions of 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, on conservation of energy and technology
absorption are not applicable hence no disclosure is being made in this
During the year, there were no foreign exchange earnings and outgo as
per notes to accounts.
10. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, your
Directors confirmed that:
1. In the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed;
2. 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 true and fair view of the State of Affairs of
the Company at the end of the financial year ended 31st March, 2012 and
of profit of the Company for that year;
3 . 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 the assets of
the Company and for preventing and detecting fraud and other
4. the Directors have prepared the Annual Accounts on a ''going
11. LISTING FEES
The shares of the Company are listed on Bombay Stock Exchange Ltd.
(BSE) and the Listing Fee for the year 2012-13 had been duly paid.
12. ENVIRONMENT AND POLLUTION CONTROL:
The term relating to compliance with all relevant statutes relating to
the environment and pollution control in the area of environment are
13. CODE OF CONDUCT COMPLIANCE:
Pursuant to Clause-49 of the Listing Agreement, the declaration signed
by the Mr. Babulal Jain, Chief Executive Officer, affirming compliance
with the Code of Conduct by the Director''s and senior management
personnel, for the financial year 2011-12 is annexed and forms part of
the Directors and Corporate Governance Report.
14. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:
Management Discussions and Analysis Report, forming part of the
Directors'' Report for the year under review, as stipulated under
Clause 49 of the Listing Agreement with the Stock Exchange(s), is
presented in a separate section forming part of the Annual Report.
15. CASH FLOW ANALYSIS
In conformity with the provisions of clause 32 of the Listing
Agreement, the Cash Flow Statement for the year ended 31st March, 2012
is annexed hereto.
16. SUB-DIVISION OF EQUITY SHARES
With a view to improve liquidity, enabling greater participation by
small investors and eventually widening the shareholder base, the Board
of Directors of the Company, pursuant to the provisions of the
Companies Act, 1956, sought approval of shareholders through
Extra-ordinary General Meeting held on 16th July, 2012, to sub-divide
One Equity Share of face value of Rs. 10/- each into Ten Equity Shares
of face value of Re. 1/- each.
Post subdivision, the Authorised Share Capital of the Company comprises
of Rs. 12 Crores consisting of 12,00,00,000 Equity Shares of face value
of Re. 1/- each and Paid-up Share Capital comprises of Rs.
10,69,85,070/- consisting of 10,69,85,070 Equity Shares of face value
of Re. 1/- each, fully paid up.
17. CHANGE OF NAME OF THE COMPANY
With a view to create a brand name and to focus entirely on the
Textiles and Garments business, the Board of Directors recommended the
change of name from ''TRENDY KNITWEAR LIMITED'' to ''VANDANA
KNITWEAR LIMITED'' and the same was approved by the shareholders in
the Extra-ordinary General Meeting held on 16th July, 2012.
The Shareholders are requested to take note of the same and make future
communications with the new name of the Company.
Your Directors would like to express their appreciation for assistance
and co-operation received from the Bankers, Government Authorities,
Customers, Vendors, Advisors, Members and all concerned during the year
under report. Your Directors also wish to place on record their deep
sense of appreciation for the committed services by the executives,
staff and workers of the Company.
For and on behalf of the Board
FOR VANDANA KNITWEAR LIMITED
Date: 14thAugust,2012 Mukesh Gadiya
Chairman & Managing Director