To The Members,
The have pleasure in presenting to you the Annual Report along with the
audited accounts for the year ended on 31st March 2012.
(Amount in Rs.)
Particulars 31.03.2012 31.03.2011
Sales 38,70,42.129 73,60,41,865
Other Income -
Increase / decrease in stock 1 ,71,613 1,84,77,296
Total expenditure 417.998.310 747.162.008
Profit before tax (30,956,181) (11,120,143)
Provision for Taxation -
Provision of FBT -
Provision for Deferred tax liabilities 10,53,992 10,809,386
Profit after tax (29,902,189) (310,757)
Keeping in mind the expansion plans of the Company and also to conserve
the resources of the Company and to utilize the resources for the
Company''s Mega Textile Park at Nardhana, Dist. Dhule, the Board of
Directors does not recommend a dividend for the financial year 2011-12
REVIEW OF OPERATIONS AND FUTURE PROSPECTUS
In the backdrop of the financial crisis witnessed in the previous
financial years and the subsequent fallout, FY 2011-12 was an extremely
challenging year for your Company. The operations of the Company also
hit by the market sentiments and overall profitability of the company
is also shown downtrend during the year.
During the year under review the sales turnover of the Company changes
to Rs. 38,70,42.129/- as compared to previous years of Rs.
73,60,41,865/-. Also the net profit/Loss after tax also moved down from
the last year. The net loss after tax of Rs. (29,902,189) as compared
to previous year of Rs. (310,757).
Your Company continues with its task to build businesses with long-term
goals based on its intrinsic strengths in terms of its powerful brands,
quality manufacturing prowess, distribution strengths and customer
relationships. To accelerate further value creation, your Company
continues to evaluate new areas of growth. The initiatives aimed at
rationalizing and streamlining operations, to bring about efficiencies
and reducing costs, remain top priority.
ASIA''S BIGGEST TEXTILE PARK AT NARDHANA, DIST. DHULE (MH.)
A BIRD EYE VIEW OF ASIA''S BIGGEST - VERTEX TEXTILE PARK & MEGA
INTEGRATED TOWNSHIP, NARDHANA, DIST. DHULE (MH.)
Initially MIDC was requested to allot 400 acres of land to Vertex on 1
September 2006 for a textile park in Nardhana. Thereafter MIDC offered
the same to Vertex on November 3, 2006. Consequently on December 28,
2006 an MOU was signed by the MIDC CEO, Mr. Jalota and the Vertex CEO,
Mr. Suresh Sharma. Advance possession of land took place on January 2,
The status of MEGA PROJECT came about to be conferred on Vertex
Spinning Limited by the Government of Maharashtra on 29 September 2007.
This was signed by the principal Secretary, Mr. Jayrath in the presence
of Mr. Ashok Chavan then Minister of Industries and present Chief
Minister of Maharashtra, and Mr. Satish Chavan, Textile Minister of the
Government of Maharashtra. Registration of the lease deed for 99 years
took place on August 8, 2008. Subsequently the VERTEX INTERGRATED
TEXTILES PARK plan layout was approved on 12 February 2009.
MIDC on 3rd July 2009 reached water on site from the Tapi Basin, MIDC
installed a 5 Megawatt Power Station in the month of August 2009, which
will be handed over to the MSEB for supply of power in November 2009.
Maharashtra accounts for 25% or 65 million kilograms of the India''s
total cotton production. This important region produces 17% of cotton
yarn on 16.6 spindles of country''s total installed capacity. The
State has the largest number of 100% Export Oriented units, that''s
more than 560 or 22% of the country''s EOU. The state also accounts
for 30% of the Country''s exports which amounts to more than Rs. 897
These statistics are witness to how the VERTEX INTEGRATED TEXTILE PARK
and the prospective associated are to benefit from not just another
textile park, but an INTEGRATED TEXTILES PARK in Nardhana a place in a
region formerly known as Khandesh before Marathas.
10 Kilometres of internal roads, a 5 Megawatt MSEB sub-station out of
the planned 100, water facilities, street lamps etc. are already in
place. This township offers readymade galas starting from 5000 squares
ft. to larger made to order sheds, industrial buildings and factories
depending on individual needs.
Also on offer are attractive investment opportunities in the Commercial
Facility Centre (CFC) for a Club House and Gym, Hospitals and Nursing
Homes, Banks and ATMs, Hotels and Food Courts, and Schools and
Generously spread out between latitude 20 38'' to 21 61'' N and
longitude 73 50'' to 75 11''. Nardhana spans across 8061 Square
Kilometres. The Satpuda Hills bound the region in the north. The height
varying between 300 to 600 meters above sea level makes for cooler
The Tapi Basin supplies water to the region, which has a population of
7, 19,785 lacs. The Dhule talukas sub-divisions has approx 168
villages. Nearby, Sakri accounts for more than 225 villages. Shirpur
accommodates 138 villages, while Shinkheda another sub division has
around 143 villages.
The National Highway NH6 from Surat to Nagpur, the NH3 from Mumbai to
Agra, and the NH-211 from Dhule to Sholapur make Nardhan, primarily a
cotton growing area, central to the nation''s textile industry.
The NARDHANA VERTEX INTEGRATED TEXTILES PARK stands to be the first
MIDC level Private Sector Industrial Park. The Park also happens to be
the first Private Sector Industrial Park to have 1 FSI (Floor Space
Index) for the plot area. With 99years lease hold on properly,
permissions have been also been granted for hypothecation of land and
building to financial institutions.
The park also has an extra street radial feeder power supply. There are
registered plant and machinery suppliers on site. The project aims to
build valuable Foreign Exchange.
Finished products can be display at the facilities made available here.
Arrangements of Contractors, Architects, Electrical Suppliers, and
Contractors have been made. The park fails under the octroi free zone.
There are stamp duty exemptions unit.
MIDC has approved the town planning layout. Effluent Treatment Plant
(ETPs), Sewage Treatment Plants (STPs), and Distributed Effluent
Treatment Plant (DETP) Systems are part of the park.
An 18 meters or 60 feet wide CC Road with footpath and street light
hopes to keep the town bustling with activity. A 12 meters or 40 feet
wide CC Internal Road hopes to keep the place well connected. The park
has a well-planned duct drench System for utilities. 15% green space
has been allocated to keep the project, environment friendly.
Local Bus and State Transportation facilities are on the charts. The
project promises case to basis, height and margin relaxation. The
township ensures low maintenance cast with a healthy atmosphere. Basic
infrastructure here includes, Compound Lancing for Security , Drainage
System, Sewage Collation and Dumping System, Solid Waste Collation and
Dumping System, , Power Sub-Station and Distribution Systems, Water
Storage and Distribution System, Street Lighting Water Harvesting,
Storm Water Management, Landscape Gardens, a 5 Star Hotel, an
Engineering Collage and a Medical College with a 300 bed Hospital, a
Police Station, a Bus Terminal, Rickshaw Stands, Car Parks a Truck
Terminal along with Weighing Scales, Petrol, Diesel, and Gas Pump
Stations, Fire Lighting arrangements, and everything that''s necessary
for smooth functioning.
As per plan, 64.58 percent of the allotted land comes under Sub plot
with measures up to 924071.21 square meters. 5.51 percent or 77098.78
square meters has been allocated for CFC or commercial plots. The open
spaces areas measure up to 140500.08 square meters which amounts to
10.03 percent of the land. 19.8 percent or 78329.83 square meters makes
up the total road area.
Woolen Hosiery, Cotton Knitted Fabric, Furs, Dying and Processing,
Woven Textiles, Shawls, Technical Textile, Spinning, Polyesters,
Worsteds, Acrylic, Texturising, Carpets Handlooms, Auto Looms, Sizing
Units, Cone Machinery, Washing, Banarasi Sari, Silks, Packaging,
Readymade Garments, Bulletproof.
Clothing, Flex Clothing, Multilayer Films, Tarpaulin, Tent House Cloth,
Poly Cotton Canvas, Road Fabric and Cloth, Fire Brigade Clothing,
Mineral Textiles, Aramid Clothing, Spandex Textiles, Lurex, Embossing
Rolls, Squeezing and Dying Plants, Spindle mfg, Adhesive Plants, Stick
Formulations, Weighing Scales, Screen Printer mfg, qots Grinding
Plants, Water Treatment Plant mfg, Manufacturing Computer mfg, Plastic
Plant mfg, Bobbin Plant mfg, Insulation Plant mfg, Paper Tubes mfg,
Industrial Lighting, Tools Pneumatic mfg, Humidification Plant and
Monitor mfg, Electrical Units, Compressors mfg, Frequency Inverter mfg,
Ginning and Processing mfg, Non Woven Textile, Printing, Chemicals,
Auto Corners and Blowers, Winding Plant mfg, Table Calendar Machines,
Testing Instrument mfg, Industrial Shoes mfg, Electrical Cable mfg,
Calendaring mfg, Hardware and Fasteners Units, Wrapping mfg, Weaver
Beams and CI Graded Hubs (foundry), Blankets mfg, Dyes and Chemicals
Plants, V-Belt mfg, Nuts, Springs, and Compressors mfg, Washing Plant
mfg, Carding, Drawing Units, Ginning Industries, and more are expected
to associate with this unique venture.
Here''s how associates are going to benefit. All types of micro and
small units are allowed under the Industrial Promotion Subsidy 40%
fixed capital investment for 8 years. Under the same subsidy, all types
of medium and large units are allowed 25% fixed capital investment for
Micro and small hosiery knitwear and ready garment units are allowed a
20 lacs limit for a period of 5 years. Electricity Duty Exemptions are
to be granted for a period of 15 years. In the Octroi Free Zone refund
of Octroi duties are on the charts. All units are to be allowed stamp
duty exemption upto March 31, 2012.
All units are also liable to a maximum of 5% interest subsidy on the
plant and machineries for Technology up gradation. All units are to
have subsidy on quality certification valued to the tune 50% expenses
upto 1 lac. Similarly all units are to have subsidy on patent
registration to the tune 50% expenses upto 5 years.
Take a look at the finance involved with the project. The total capital
outlay of the project estimates at Rupees 3990 Cr. (approx 883 Million
US Dollars) including investments in Land, Factory Building, Plant and
Machinery and common infrastructure and facilities.
Your Company is undertaking continuous endeavors for expansion of its
domestic and overseas customers by implementing new facilities. For
establishing manufacturing facilities. Your Company has started work
for its Nardhana Plant. The Company has already purchased land situated
at MIDC, Nardhana Industrial Area, Dist. Dhule and taking off
possession from MIDC Authorities. The power and water has reached to
the site and the company will start building construction activity
their. The company will expected to start production activity their in
the current Financial year 2012-13.
Shri Surendra Mungee and Shri Girija Prasad Sharma are being liable for
retire by rotation and offer them self to appoint further as Director
of the Company.
The brief particulars of all Directors, for which approval of members
for their appointment or re-appointment are sought, have been provided
below pursuant to Clause 49 of the Listing Agreement relating to
REAPPOINTMENT / APPOINTMENT OF DIRECTORS:-
AT THE ENSUING ANNUAL GENERAL MEETING, SHRI SURENDRA MUNGEE AND SHRI
GIRIRAJ PRASAD SHARMA, DIRECTORS OF THE COMPANY ARE LIABLE FOR RETIRE
BY ROTATION AND ELIGIBLE OFFER THEMSELVES FOR REAPPOINTMENT.
PURSUANT TO CLAUSE 49 (VI) (A) OF THE LISTING AGREEMENT RELATING TO THE
CODE OF CORPORATE GOVERNANCE, THE PARTICULARS OF AFORESAID DIRECTORS
ARE GIVEN BELOW:-
SHRI SURENDRA MUNGEE AND SHRI GIRIRAJ PRASAD SHARMA, HAVE VAST
KNOWLEDGE OF ACCOUNTS, AUDITING, TAXATION, RESTRUCTURING, MANAGEMENT
INFORMATION SYSTEM ETC. THEY ARE ASSOCIATED WITH THE GROUP COMPANIES IN
VARIOUS CAPACITIES AND HAVE ACQUIRED KNOWLEDGE AND EXPERIENCE IN THE
MANAGEMENT OF THE COMPANY.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Sec 217(2AA) of Companies Act, 1956, the
Directors state that:
That in preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanations relating to
material departures, if any.
That 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 and of the profit of the
company for that period.
That the Directors have taken proper and sufficient care of the
maintenance of adequate accounting records in accordance with the
provisions of this act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
That the Directors have prepared the annual accounts on a going concern
The company has not accepted any deposit from the public attracting the
provisions of Sec 58A of the Companies Act 1956.
M/s. Ashish Vyas & Co., Chartered Accountants, Dewas, the retiring
auditor who have express their willingness for re-appointment.
Therefore M/s Ashish Vyas & Co., Chartered Accountants, Dewas, is
proposed by a member of the Company, to appoint as Auditor of the
Company. They have furnished a certificate to the effect that their
appointment if made, would be within the prescribed limits under Sec
224(1B) of the Companies Act 1956.
Report of the auditors and their observations and notes to the accounts
of the company for the year under review are attached herewith which
are self-explanatory and do not require further explanation.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADAPTATION AND
INNOVATION & FOREIGN EXCHANGE EARNING AND OUTGO
This information required to be given under section 217 (1) (c) of the
Companies Act, 1956 read with the Companies (Disclosure of particulars
in the Report of the Director) Rules 1988 is annexed herewith.
PARTICULARS OF EMPLOYEES
The information required under Sec 217(2A) of the Companies Act 1956 is
not given as there was no employee in receipt of remuneration during
the year, exceeding the limits prescribed by the Companies (Particulars
of Employees) Rules, 1975 as revised.
Your Company continues to be listed on the Stock Exchange, Mumbai where
the Company''s shares are being traded. The Company has paid Listing
Fees for the year 2012- 13.
MANAGEMENT DISCUSSION AND ANALYSIS
Management discussion and Analysis Report is provided in separate
section and forming part of this report.
Your Company believes that Corporate Governance is a voluntary code of
self discipline. In line with this policy, the Board of Directors
strongly believes that it is very important that the company follows
healthy Corporate Governance practices and reports to shareholders the
progress made on the various measures undertaken. Therefore, your
Directors have been reporting the initiatives on Corporate Governance
measures adopted by your company.
The company has developed a very cordial, warm and close relationship
with the Investors, various Government and Semi-Government Departments,
Banks and Financial Institutions, Customers, Suppliers and other
service providers. The Board of Directors wish to gratefully
acknowledge the co-operation, assistance and guidance received from all
of them. The company could make the progress it has in these years due
to the dedication and creativity of its staff at all levels. The Board
of Directors wishes to place on record its warm appreciation for these
For and on behalf of Board of Director