DIRECTORS
The Members,
Your Directors have pleasure in presenting Annual Report and audited accounts for the
year ended on 31st March, 2013.
1. FINANCIAL RESULTS
(Rs in crores)
|
Year ended 31.03.2013 |
Year ended 31.03.2012 |
| Profit before interest, depreciation & Tax |
0.11 |
0.05 |
| Less : Financial cost |
0.49 |
2.26 |
| Less : Depreciation |
2.28 |
8.17 |
| Profit before exceptional items |
(2.66) |
(10.38) |
2. OPERATIONS
During the year under review the turnover of the Company was Rs 56 Crores as compared
to Rs 44 Crores in previous year. Your Company has been able to reduce gross loss before
depreciation to Rs 0.38 Crores during the year under review as against Rs 2.21 Crores in
the previous year. The operating margins are still under pressure due to price rise in key
Raw material and fuel. The tight liquidity situation in the face of mounting losses
affected the Company's ability to increase capacity utilization due to paucity of working
capital resources. However, the company has taken various measures for cost reduction by
improving productivity of man and machine, process control, reduction in waste and energy
conservation. The Company continued its concentration on value added towels and
development of new products. Since the profit of the Company is still negative. Your
directors are unable to declare any dividend for the period under review.
3. EXPORTS & FUTURE PROSPECTS
The exports of the Company during the year under review were progressive as compared to
previous year despite of continued recessionary business climate in the International
Market. The products of the Company continue to enjoy a strong product image worldwide due
to better quality. Your Company is on the right track to enter the doors of major global
retailers and affirm its position as a preferred supplier of towels. Your Company is
making all efforts to increase the volumes to enable it to sustain the market. In view of
this fact, the long term outlook of your company appears promising.
4. SETTLEMENT OF DEBTS & SANCTION OF REVIVAL SCHEME BY HON'BLE BIFR BY WAY
OF SCHEME OF AMALGAMATION
As reported earlier the Company is to merge with Modern Insulators Limited by a scheme
of merger/amalgamation under the provisions of Sick Industrial Companies (Special
Provisions) Act, 1985 w.e.f. 01.01.2008 to achieve the scale, size, integration and
enhance financial strength along with flexibility to future growth opportunities subject
to approval of Hon"ble BIFR which is under consideration.
5. PUBLIC FIXED DEPOSIT
In view of petition filed by the Company, the Hon'ble Company Law Board has passed an
order on 17/4/2002 that "The repayment of fixed deposits shall be made by the Company
in accordance with "revival scheme" as and when approved by BIFR under the
provision of SICA". However payments on compassionate ground are continued to be made
as per the decision of the committee formed by Hon'ble Company Law Board for this purpose.
6. DIRECTORS
Shri R.R. Maheshwari has resigned from the directorship of the Company w.e.f.
01/05/2013. The Board places on record its appreciation for the valuable contribution made
by Shri R.R. Maheshwari during his tenure as Director of the Company. Shri S.K. Sharma is
liable to retire by rotation and being eligible, offers himself for re-appointment.
Appropriate resolution for the reappointment of the aforesaid Director is being moved at
the ensuing Annual General Meeting, which the Board recommends for your approval.
7. AUDITORS
M/s. J.T. Shah & Co., Chartered Accountants, Ahmedabad retires at the forthcoming
Annual General Meeting. Your Directors recommend their reappointment as Auditor of the
Company for the year 2013-14. The observations made by the Auditors are self explanatory
and have been dealt with in the notes forming part of the financial statements and hence
need no further clarifications.
8. INDSUTRIAL RELATIONS & PARTICULARS OF EMPLOYEES
Your Directors sincerely appreciate the workers, staff and officers for putting in
their best efforts. The Company has enjoyed healthy and cordial industrial relations
throughout the period under review. There is no employee getting remuneration as
prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975 as amended.
9. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of
Directors of the Company hereby state and confirm that:-
i) in the preparation of the Annual Accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
ii) 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 a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit or loss of the Company for the year under review;
iii) the Directors 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;
iv) the Directors have prepared the annual accounts on a going concern basis.
10. PARTICULARS OF ENERGY CONSERVATION-TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO
The statement of particulars relating to energy conservation, technology absorption and
foreign exchange earnings and outgo as required in accordance with Section 217 (l)(e) of
the Companies Act, 1956 read with Rule 2(A), 2(B) and 2(C) of the Companies (Disclosures
of particulars in the report of Board of Directors) Rules, 1988 is annexed hereto and
forms part of this report.
11.CONSTITUTION OF AUDIT COMMITTEE
The Board of Directors has constituted the Audit Committee of Directors to exercise
powers and discharge functions as stipulated in section 292A of the Companies Act, 1956.
The present Audit Committee consists of member directors as follows:-
Shri H. L. Sharma, Chairman
Shri B. L. Khanna, Special Director, BIFR
Shri P. K. Rao
12 .ACKNOWLEDGEMENTS
The Board places on record its sincere thanks and gratitude for the assistance and
continued co-operation that the Company has been receiving from Financial Institutions,
working capital bankers and Central as well as State Government. Your Directors sincerely
appreciate the commitment and dedication of employees of all levels.
|
ON BEHALF OF THE BOARD |
| Place : Mumbai |
(SACHIN RANKA) |
| Date : 28th June, 2013 |
Chairman & Managing Director |
ANNEXURE TO THE DIRECTORS' REPORT
Information as per Section- 217 (l)(e) read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.
1. ENERGY CONSERVATION:
The Company is making all efforts for conservation of energy. To reduce the energy
cost, periodical reviews and studies are under taken from time to time.
|
Current Year |
Previous Year |
| A. Power & Fuel Consumption |
|
|
| 1 Electricity |
|
|
| a) Purchased (units in lacs) |
125.52 |
112.41 |
| Total Amount ( Rs in lacs) |
827.06 |
758.01 |
| Rate/Unit ( Rs ) |
6.59 |
6.74 |
| b) Own Generation: |
|
|
| (through Diesel Generator) |
|
|
| Unit in lacs |
0.19 |
0.08 |
| Unit/ Litres of Diesel Oil |
2.52 |
1.70 |
| Cost/Unit ( Rs ) |
16.84 |
9.61 |
| 2 Lignite / Coal |
|
|
| Quantity (MT) |
6799.19 |
5687.44 |
| Total cost ( Rs in lacs) |
294.52 |
230.41 |
| Rate/Unit ( Rs /Kg) |
4.32 |
4.05 |
| B. Consumption per unit of Production : |
|
|
| Electricity (Kwh./KG) |
8.16 |
7.67 |
| Lignite/Coal (KG/KG) |
4.44 |
4.03 |
2. TECHNOLOGY ABSORPTION:
Your company is having research and development cell headed by a senior and experienced
textile technologist. The section is keeping continuous watch on the quality of the
products at various stages. This section also keeps a regular track on latest advancement
on the spinning and finishing technology in order to keep pace with the demand of the new
products.
3. FOREIGN EXCHANGE EARNINGS AND OUTGO:
The company has earned foreign exchange of Rs 932.39 Lacs at FOB price against an outgo
of Rs 34.17 Lacs during the year ended on 31st March 2013.
|