Mar 31, 2018
BOARDSâ REPORT TO THE MEMBERS
The Directors hereby present the 44th Annual Report of the Company, together with the Audited standalone and consolidated financial statements for the financial year ended March 31, 2018. FINANCIAL SUMMARY
The statements of accounts have been prepared in accordance with Indian Accounting Standards (IND AS) which have been made applicable to the Company w.e.f April 1, 2017 as per rules laid down in this regard. Accordingly, accounts of the Company have been restated w.e.f April 1, 2016 (being comparative year for the current financial year) as per the IND AS requirements.
The highlights of the âStandalone Financial Resultsâ are as under:
Particulars |
(Rs in Lakhs) |
||
2017-18 |
2016-17 |
||
Total Revenue |
28,464 |
25,837 |
|
Total Expenses |
26,662 |
23,519 |
|
Profit before tax |
1,802 |
2,318 |
|
Less: Tax (including deferred tax) |
548 |
715 |
|
Profit for the period |
1,254 |
1,603 |
|
Other Comprehensive income |
(1) |
(4) |
|
Total comprehensive profit for the year |
1,253 |
1,599 |
|
Retained earnings:- |
|||
Balance brought forward |
10,273 |
9,063 |
|
Total Comprehensive income for the year |
1,254 |
1,603 |
|
Equity Dividend |
(108) |
(324) |
|
Tax on equity dividend |
(22) |
(69) |
|
Balance carried forward |
11,397 |
10,273 |
|
The highlights of the âConsolidated Financial Resultsâ are as |
|||
under: |
|||
Particulars |
(Rs in Lakhs) |
||
2017-18 |
2016-17 |
||
Total Revenue |
28,495 |
25,847 |
|
Total Expenses |
26,664 |
23,527 |
|
Profit before tax |
1,831 |
2,320 |
|
Less: Tax (including deferred tax) |
555 |
716 |
|
Profit for the period |
1,276 |
1,604 |
|
Other Comprehensive income |
(1) |
(4) |
|
Total comprehensive profit for the year |
1,275 |
1,600 |
|
Retained earnings:- |
|||
Balance brought forward |
10,274 |
9,063 |
|
Total Comprehensive income for the year |
1,275 |
1,604 |
|
Equity Dividend |
(108) |
(324) |
|
Tax on equity dividend |
(22) |
(69) |
|
Balance carried forward |
11,419 |
10,274 |
ii. Retirement by Rotation: - In accordance with the provisions of the Companies Act, 2013 and applicable Regulations issued by the Securities & Exchange Board of India, Shri Hari Ram Sharma (DIN: 00178632), Managing Director of the Company will retire by rotation at the forthcoming Annual General Meeting (âAGM'') and being eligible, offers himself for re-appointment. The Board recommends his re-appointment. The brief resume and others details as required under SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 are provided in the Notice of Annual General Meeting of the Company.
iii. Revision in remuneration: - The Board of Directors in its Meeting held on August 6, 2018, on the recommendation of Nomination and Remuneration Committee at its Meeting held on the same day, approved revision in terms of remuneration of Shri Rajendra Kumar Rajgarhia, Chairman and Shri Hari Ram Sharma, Managing Director of the Company for a period of three years i.e., from June 1, 2018 to May 31, 2021. Revision in terms of remuneration of Shri Rajendra Kumar Rajgarhia, Chairman and Shri Hari Ram Sharma, Managing Director of the Company, as per the details provided in the Notice convening the Annual General Meeting, is recommended for the approval of members.
iv. Board/Directorsâ Evaluation: - The Board has carried out an annual performance evaluation of its own performance, its committees and individual Directors pursuant to the provisions of the Act, SEBI Listing Regulations and the Guidance Note on Board evaluation issued by the Securities and exchange Board of India on January 5, 2017. The annual performance evaluation of all the Independent Directors has been done by the entire Board, excluding the Director being evaluated. Pursuant to the provisions of the Companies Act, 2013 and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has carried out evaluation of every Director''s performance. The Independent Directors, in a separate meeting, has also carried out the performance evaluation of the Non-Independent Directors and the Board as a whole and of the Chairman of the company and has reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process. The performance evaluation criteria for independent directors are disclosed in the section on the corporate governance of the annual report.
AUDITORS
STATUTORY AUDITORS
At the 43rd Annual General Meeting of the Company held on September 25, 2017, pursuant to the provisions of the Act and the Rules made there under, M/s. Chaturvedi & Partners, Chartered Accountants (Firm Registration No. 307068E), were appointed as Statutory Auditors of the Company from the conclusion of the 43rd AGM until the conclusion of the 48th Annual General Meeting of the Company, at such remuneration and terms and conditions as may be decided by the Board of Directors of the Company, subject to ratification of their appointment at every AGM, if so required under the Act. M/s. Chaturvedi & Partners, Chartered Accountants have submitted a certificate confirming that their appointment is in accordance with Section 139 read with Section 141 of the Act. The Audit Report of M/s. Chaturvedi & Partners, Chartered Accountants on the Financial Statements of the Company for the Financial Year 2017-18 is a part of the Annual Report. The Auditor''s Report does not contain any qualification, reservation or adverse remark.
-Ministry of Corporate Affairs (MCA) vide its notification dated May 7, 2018, omitted the requirement of ratification of Auditor''s appointment by members at every Annual general Meeting. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s RSM & Co., Company Secretaries, New Delhi to undertake the
The Company has received the Observation Letter from BSE Limited containing no adverse observation regarding draft scheme of arrangement, which is posted on the Company''s website at the given link http://apmindustries.co.in/scheme-of-arrangement/
PUBLIC DEPOSIT
Your company has not accepted any public deposits during the Financial Year and as such, no amount of principal or interest was outstanding as on March 31, 2018.
DIVIDEND
Your Directors recommend a final dividend of Rs 1/- per equity share on face value of Rs 2/- each (50%) for the financial year 2017 - 18 (Previous year 100%), subject to approval of the members. DIRECTORSâ RESPONSIBILITY STATEMENT In accordance with the provisions of Section 134(3) (c) and 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the Directors had 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 i.e. March 31, 2018 and of the profit and loss of the company for that period;
(c) the Directors had taken proper and sufficient care for 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;
(d) the Directors have prepared the annual accounts on a going concern basis;
(e) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and
(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
INTERNAL FINANCIAL CONTROLS
The Company has adequate internal control systems in place, and also has reasonable assurance on authorizing, recording and reporting transactions of its operations. The Company has a well-placed, proper and adequate internal controls environment, commensurate with its size, scale and complexities of its operations. The Company had already developed and implemented a framework for ensuring internal controls over financial reporting. Internal control systems are an integral part of your Company''s Corporate Governance structure. These have been designed to provide reasonable assurance with regard to inter-alia a. recording and providing reliable financial and operational information; b. complying with the applicable statutes; c. safeguarding assets from unauthorized use; d. executing transactions with proper authorization, and ensuring compliance with corporate policies e. Prevention and detection of Frauds / errors; f. Continuous updating of IT systems. The Company''s management has assessed the effectiveness of the Company''s internal control over financial reporting as of March 31, 2018. Your Company has appointed M/s TN Chaturvedi & Co., Chartered Accountants; New Delhi to assess the effectiveness of internal financial controls of the Company. The Company''s internal financial controls were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
i. Declaration by Independent Directors: - The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed both under the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
- STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee has been constituted in terms of Section 178 of the Act and Regulation 20 of the Listing Regulations for redressal of Shareholders and Investors complaints and other shareholders related issues. The details pertaining to the composition, meetings and terms of reference of the committee are included in the Report on Corporate Governance which forms part of this Annual Report.
- RISK MANAGEMENT COMMITTEE
The Board has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The details pertaining to the composition, meetings and terms of reference of the committee are included in the Report on Corporate Governance which forms part of this Annual Report.
The Risk Management Policy may be accessed on the Company''s website at the link http://apmindustries.co.in/Annual%20Reports/Policy-RM.pdf VIGIL MECHANISM
The Company has a Whistle Blower Policy to deal with instances of unethical behavior, actual or suspected fraud or violation of the company''s code of conduct. The Policy on Vigil Mechanism / Whistle Blower may be accessed on the Company''s website at thelink http://apmindustries.co.in/Annual%20Reports/Policy-WBM.pdf RELATED PARTY TRANSACTIONS
All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 during the financial year were in the ordinary course of business and on an arm''s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. All related party transactions during the year 2017-18 are disclosed in Form No. AOC - 2 in ANNEXURE - V to this Report. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The Board has approved a policy for related party transactions which has been uploaded on the Company''s website at the link http://apmindustries.co.in/Annual%20Reports/Policy-RPT.pdf PREVENTION OF SEXUAL HARASSMENT
The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under âThe Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013â the Company has in place a formal policy for prevention of sexual harassment of its women employees.
The policy may be accessed on the Company''s website at the link http://apmindustries.co.in/Annual%20Reports/Policy-PSH.pdf.
Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
POLICY FOR DETERMINING MATERIALITY FOR DISCLOSURES
This policy applies to disclosure of events affecting APM Industries limited. The policy may be accessed on the Company''s website at the link http://apmindustries.co.in/Annual%20Reports/Policy-DME.pdf
DOCUMENTS RETENTION AND ARCHIVAL POLICY
This policy deals with retention and archival of corporate records of APM Industries Limited. The policy may be accessed on the Company''s website at the link http://apmindustries.co.in/ Annual%>20Reports/Policy-PQD.pdf
PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
Secretarial Audit of the Company for the financial year ended March,31, 2018. The Report of the Secretarial Audit Report (MR - 3) is annexed herewith as ANNEXURE - II to this Report.
COST AUDITOR
Pursuant to Section 148 of the Act read with the Rules made thereunder, the cost audit records maintained by the Company in respect of its manufacturing activities are required to be audited. The Board has, on the recommendation of the Audit Committee, re-appointed Shri Naresh Kumar Goel, Cost Accountant (Membership No. 9876), to audit the cost accounts of the Company for Financial Year 2018-19. As required under the Act, the remuneration payable to the Cost Auditors is required to be placed before the Members in the general meeting for their ratification. Accordingly, a resolution seeking Members ratification for the remuneration payable to Shri Naresh Kumar Goel, Cost Accountant, is included at item no. 6 of the Notice of the AGM.
INTERNAL AUDITOR
Pursuant to provisions of Section 138 of the Companies Act, 2013, the Board of Directors has re-appointed M/s MM Sharma & Co., Chartered Accountant, Delhi as an Internal Auditors of the Company, for the financial year 2018-19.
BOARD MEETINGS
The Board of Directors duly met 7 (Seven) times in respect of which proper notices were given and the proceedings were properly recorded and signed. The details of the Board Meetings and attendance of Directors are provided in the Report on Corporate Governance, which forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Act and Listing Regulations.
COMMITTEES OF THE BOARD
Currently the Board have five committees, they are:
- AUDIT COMMITTEE
The Company has in place an Audit Committee in terms of the requirements of Section 177 of the Act read with the Rules made thereunder and Regulation 18 of the Listing Regulations. The details pertaining to the composition, meetings and terms of reference of the committee are included in the Report on Corporate Governance which forms part of this Annual Report
- CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE In compliance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board has constituted a Corporate Social Responsibility Committee. The details pertaining to the composition, meetings and terms of reference of the committee are included in the Report on Corporate Governance which forms part of this Annual Report.
The brief outline of the (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year annexed herewith as ANNEXURE - III to this Report. The Policy on Corporate Social Responsibility may be accessed on the Company''s website at the link http:// apmindustries.co.in/Annual%20Reports/Policy-CSR.pdf
- NOMINATION AND REMUNERATION (NRC) COMMITTEE
The Nomination and Remuneration Committee''s role and terms of reference are in compliance with provisions of Section 178 of the Act and Regulation 19 read with Part D of the Schedule of the Listing Regulations, as amended from time to time. The details pertaining to the composition, meetings and terms of reference of the committee are included in the Report on Corporate Governance which forms part of this Annual Report. The Nomination and Remuneration Policy and Policy on fixation of criteria for selection & appointment of Directors & Senior Management Personnel annexed herewith as ANNEXURE - IV to this Report.
The policy may be accessed on the Company''s website at the link http://apmindustries.co.in/Annual%20Reports/Policy-NRC.pdf
STATEMENT
Certain statements in the âBoard''s Report & Management Discussion and Analysisâ describing the Company''s views about the Industry, expectations/ predictions, objectives etc., may be forward looking within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed in the Statement. Company''s operations may inter-alia affect with the supply and demand stipulations, input prices and their availability, changes in Government regulations, taxes and other factors such as Industrial relations and economic developments etc.
GENERAL
No significant or material orders were passed by the regulators or Courts or Tribunals which impact the going concern status and Company''s operation in future.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The prescribed details as required under Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are annexed as ANNEXURE - VI to this Report. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Particulars of remuneration paid to the employees as required to be disclosed under section 197(12) of the Act read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014, are set out in ANNEXURE - VII to this Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as ANNEXURE - VIII to this Report. CORPORATE GOVERNANCE
As per SEBI LODR Regulations, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance, is annexed herewith as ANNEXURE - IX to this Report. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management''s Discussion and Analysis Report for the year 2017-18 under review, as stipulated under Regulation 34(e) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.
MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR
No material changes or commitments, affecting the financial position of the Company have occurred between the end of the financial year of the company to which the financial statements relate, i.e. Change in nature of business No changes has been made in nature of business carried out by March 31, 2018 and the date of the Board''s Report.
APPRECIATION
The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation and support received by the Company from the local authorities, bankers, customers, suppliers and business associates. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.
For and on behalf of the Board
Rajendra Kumar Rajgarhia
Place : New Delhi Chairman
Dated : August 6, 2018 DIN : 00141766
Mar 31, 2016
TO THE MEMBERS
The Directors are pleased to present the 42nd Annual Report together with the audited financial statements for the financial year ended March 31, 2016.
FINANCIAL RESULTS (Rs. In lacs)
2015-16 |
2014-15 |
|
Gross Revenue |
27072 |
31601 |
Profit before depreciation and tax |
3354 |
3171 |
Less: Depreciation |
296 |
296 |
- Profit before income tax |
3058 |
2875 |
- Less: Income Tax |
1048 |
990 |
- Net profit for the year |
2010 |
1885 |
Add: Balance brought forward |
4226 |
4041 |
from the previous year |
||
Amount available for appropriation |
6236 |
5926 |
Appropriations: |
||
- Total Dividend |
757 |
583 |
- Corporate Dividend Tax |
154 |
117 |
- General reserve |
500 |
1000 |
- Balance carried forward to |
4825 |
4226 |
Balance Sheet |
||
Total |
6236 |
5926 |
OPERATIONS
During the year 2015-16, the production of Synthetic Blended Yarn was marginally lower i.e. 176 lac kg as compared to 184 lac kg., in 2014-15 and the gross revenue decreased by 14.34% from Rs.316 crores to Rs.271 crores in 2015-16. The gross revenue decreased due to reduction in sale volume and price of finished products. However, the profit were higher because of reduction in raw material prices. Your company achieved a net profit Rs.20.10 crores in 2015-16, as against Rs.18.85 Crores during the previous year, which is higher by 6.63%.
The earnings per share for the year 2015-16 was Rs.9.30, as compared to the previous yearâs Rs.8.72.
TRANSFER TO RESERVES
An amount of Rs.5.00 crores has been transferred to General Reserve for the Financial Year 31st March, 2016.
EXPORTS
The export turnover decreased to Rs.258 lacs from Rs.477 lacs in the previous year due to Global recession.
EXPANSION AND MODERNIZATION
The company continues to modernize its plant and machinery and add balancing equipment. The production capacity increased from 50336 to 52976 Spindles during the Financial Year 2015-16.
The company has planned to replace 7632 spindles, along with other balancing machinery for modernization of plant & machinery and up-gradation of Effluent Treatment Plant to the level of Zero Liquid Discharge in the year 2016-17. This would enable the company to improve productivity as well as quality of its products and fulfill requirement under Rajasthan Pollution Control Act.
SUBSIDIARY
The Company has incorporated a wholly owned subsidiary, in the name of APM Finvest Limited for entering into non-banking finance, lending and investment business. The application for seeking Certificate of NBFC Registration from the Reserve Bank of India is under process. The Company has subscribed the 20,00,000 equity shares of Rs.10/- each of APM Finvest Limited on 17th June, 2016.
PROSPECTS
The companyâs performance in the current year is expected to be satisfactory.
PUBLIC DEPOSIT
Our company has not accepted any public deposits during the Financial Year and as such, no amount of principal or interest was outstanding as on March 31, 2016.
DIVIDEND
Your Directors in their meetings held on November 6, 2015 and March
11, 2016 had paid interim dividends @ 75% i.e. Re.1.50 per equity share and @ 100% i.e. Rs.2.00 per equity share respectively. The total dividend for financial year 2015-16 is 175% i.e. Rs.3.50 per equity share. DIRECTORSâ RESPONSIBILITY STATEMENT In accordance with the provisions of Section 134(3) (c) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:
(a) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards had been followed and there are no material departures from the same;
(b) the Directors had 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 as at March 31, 2016 and of the profit and loss of the company for that period;
(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
INTERNAL FINANCIAL CONTROLS
Your Company has in place adequate systems of internal control commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable Financial and Operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses, executing transactions with proper authorization and ensuring compliance of internal policies.
The Company uses ERP (Enterprise Resource Planning) system to record data for accounting and to connect to different locations for efficient exchange of information. The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. DIRECTORS AND KEY MANAGERIAL PERSONNEL
i. In accordance with the provisions of the Act and the Article of association of the Company, Smt Uma Hada was appointed as an Additional Director of the Company w.e.f. 8th April, 2015 in order to comply with the requirement of having a woman director in the Board. She holds office as a Director up to the date of the 41st Annual General Meeting of the Company and her appointment as Non Executive Independent Director has also been approved by the members in the 41st Annual General Meeting.
ii. During the year, Shri R L Toshniwal, has resigned from the Directorship of the Company w.e.f. 5th August, 2015. Your Directors place on record their sincere appreciation for the services rendered by him, during his tenure on the Board.
iii. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed both under the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
iv. As per the provisions of Companies Act, 2013, Shri S G Rajgarhia retires by rotation at the ensuing Annual General Meeting and being eligible seeks re-appointment. The Board recommends his re-appointment.
v. During the year, w.e.f 20th May, 2015, Shri F.C. Goel, Company Secretary of the Company resigned from the services of the Company. Consequent to the resignation of Shri F.C. Goel, the Board appointed Miss Jyoti Upadhyay as the Company Secretary of the Company w.e.f 20th May, 2015.
vi. Pursuant to the provisions of the Companies Act, 2013 and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has carried out evaluation of every Director''s performance. The Independent Directors, in a separate meeting, has also carried out the performance evaluation of the Non-Independent Directors and the Board as a whole and of the Chairman of the company and has reviewed the performance of the Secretarial Department. The performance evaluation of all the Independent Directors has been done by the entire Board, excluding the Director being evaluated. The Directors expressed their satisfaction with the evaluation process.
AUDITORS
STATUTORY AUDITORS
At the Annual General meeting held on 25th September, 2014, M/s Chaturvedi & Co., Chartered Accountant, were appointed as Statutory Auditors of the Company to hold the office till the conclusion of the 43rd Annual General Meeting, subject to annual ratification by the members at the Annual General Meeting in accordance with the provisions of Section 139 of the Companies Act, 2013 and rules there under. Accordingly, the appointment of M/s Chaturvedi & Co., Chartered Accountant as statutory auditors of the Company is placed for ratification by the shareholders. In this regard the Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Shri Pradip Kumar Muduli, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the financial year ended 31.03.2016. The Report of the Secretarial Audit Report is annexed herewith as ANNEXURE - I to this Report.
COST AUDITOR
Pursuant to provisions of Section 148 of the Companies Act, 2013, the Board of Directors has re-appointed Shri N K Goel, Cost Accountant, Delhi as Cost Auditor of the Company, for the financial year 2016-17.
INTERNAL AUDITOR
Pursuant to provisions of Section 138 of the Companies Act, 2013, the Board of Directors has re-appointed M/s VCG & Co., Chartered Accountant, Delhi as Internal Auditors of the Company, for the financial year 2016-17.
AUDITORS REPORT
The Auditorsâ Report read with notes to the financial statements is self-explanatory and does not call for any further explanations by the Board. The Auditorâs Report does not contain any qualification, reservation or adverse remark.
BOARD MEETINGS
The Board of Directors duly met 6 (Six) times in respect of which proper notices were given and the proceedings were properly recorded and signed. The Board has complete access to all information with the Company. All Board meetings are governed by a structured agenda which is backed by comprehensive background information.
COMMITTEES OF THE BOARD
Currently the Board has five committees, they are:
- AUDIT COMMITTEE
The Audit Committee meets at due intervals to conduct the required business. The Committee comprises of Independent Directors, namely, Shri K R Gupta (Chairman), Shri R R Bagri, Shri S G Rajgarhia and Smt Uma Hada, as other members.
The composition, role, functions and powers of the Audit Committee are in accordance with the applicable laws and the listing agreements with the Stock Exchange.
- CSR COMMITTEE
The Corporate Social Responsibility Committee comprises of three members. Shri R K Rajgarhia is the Chairman and the other members of the Committee are Shri R R Bagri and Shri H R Sharma. The Annual Report on CSR activities is annexed herewith marked as ANNEXURE - II to this Report.
- NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises of three members. Shri K R Gupta is the Chairman and the other members of the Committee are Shri R K Rajgarhia and Shri R R Bagri. The policies of the Company are attached herewith marked as ANNEXURE - III to this Report.
- STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee comprises of three members. Shri K R Gupta is the Chairman and the other members of the Committee are Shri R R Bagri and Shri H R Sharma. The Committee looks into the mechanism of redressal of grievances of shareholders.
- RISK MANAGEMENT COMMITTEE
The Risk Management Committee comprises of three members. Shri R R Bagri is the Chairman and the other members of the Committee are Shri H R Sharma and Shri C S Vijay. The Committee is analyzing and managing the opportunity and threats faced by the company.
COMPANY POLICIES
i) CORPORATE SOCIAL RESPONSIBILITY
The Policy on Corporate Social Responsibility may be accessed on the Companyâs website at the link http://apmindustries.co.in/ Annual%20Reports/Policy-CSR.pdf.
ii) RISK MANAGEMENT POLICY
Risk Management is continuous process of analyzing and managing the opportunities and threats faced by the Company in its efforts to achieve its goals and to ensure the continuity of the business. The Risk Management Policy may be accessed on the Companyâs website at the link http://apmindustries.co.in/ Annual%20Reports/Policy-RM.pdf.
iii) VIGIL MECHANISM
The Company has a Whistle Blower Policy to deal with instances of unethical behavior, actual or suspected fraud or violation of the companyâs code of conduct. The Policy on Vigil Mechanism / Whistle Blower may be accessed on the Companyâs website at the link http://apmindustries.co.in/Annual%20Reports/PoMcy-WB.pdf.
iv) RELATED PARTY TRANSACTIONS
All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 during the financial year were in the ordinary course of business and on an armâs length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. All related party transactions during the year 2015-16 are disclosed in Form No. AOC - 2 in ANNEXURE - IV. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The Board has approved a policy for related party transactions which has been uploaded on the Companyâs website at the link http://apmindustries.co.in/ Annual%20Reports/Policy-PT.pdf.
v) PREVENTION OF SEXUAL HARASSMENT
The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under âThe Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013â the Company has in place a formal policy for prevention of sexual harassment of its women employees.
The policy may be accessed on the Companyâs website at the link http://apmindustries.co.in/Annual%20Reports/Policy-PSH.pdf. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
vi) NOMINATION AND REMUNERATION POLICY
The Board has, on the recommendation of Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The policy may be accessed on the Companyâs website at the link http://apmindustries.co.in/Annual%20Reports/ Policy-NR.pdf.
vii) POLICY FOR DETERMINING MATERIALITY FOR DISCLOSURES
This policy applies to disclosure of events affecting APM Industries limited. The policy may be accessed on the Companyâs website at the link http://apmindustries.co.in/Annual%20Reports/Policy-DME.pdf.
viii) DOCUMENTS RETENTION AND ARCHIVAL POLICY
This policy deals with retention and archival of corporate records of APM Industries Limited. The policy may be accessed on the Companyâs website at the link http://apmindustries.co.in/ Annual%20Reports/Policy-PQD.pdf.
PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The prescribed details as required under Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are annexed as ANNEXURE - V to this Report. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Particulars of remuneration paid to the employees as required to be disclosed under section 197(12) of the Act read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014, are set out in ANNEXURE - VI attached hereto and form part of this Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as ANNEXURE - VII.
CORPORATE GOVERNANCE
The Company has implemented Corporate Governance practices. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance as ANNEXURE - VIII to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Managementâs Discussion and Analysis Report for the year 2015-16 under review, as stipulated under Regulation 34(e) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.
STATEMENT
Statements in the Boardâs Report and the Management Discussion & Analysis describing the Companyâs objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companyâs operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.
GENERAL
No significant or material orders were passed by the regulators or Courts or Tribunals which impact the going concern status and Companyâs operation in future.
APPRECIATION
The Directors acknowledge that the performance of the Company during the year 2015-16 could be made possible only with the collective contribution and excellent performance of the Associates both in terms of operational parameters and also at the market place. The Directors express their appreciation for the support received from Associates of the Company, Shareholders, Vendors, Customers and other Stakeholders.
For and on behalf of the Board
S G RAJGARHIA HARI RAM SHARMA
Palce : New Delhi Director Managing Director
Dated : July 22, 2016 DIN : 00002245 DIN : 00178632
Mar 31, 2015
Dear Members,
The Directors are pleased to present the 41st Annual Report together
with the audited accounts for the financial year ended March 31, 2015.
FINANCIAL RESULTS (Rs. In lacs)
2014-15 2013-14
Gross Revenue 31601 30744
Profit before depreciation and tax 3171 3792
Less: Depreciation 296 465
- Profit before income tax 2875 3327
- Less: Income Tax 990 1185
- Net profit for the year 1885 2142
Add: Balance brought forward 4041 3407
from the previous year
Amount available for appropriation 5926 5549
Appropriations:
- Dividend:
- Interim Dividend 583 216
- Final Dividend - 216
- Total Dividend 583 432
- Corporate Dividend Tax 117 76
- General reserve 1000 1000
- Balance carried forward to 4226 4041
Balance Sheet
Total 5926 5549
OPERATIONS
During the year 2014-15, the production of Synthetic Blended Yarn was
marginally lower i.e. 184 lac kg as compared to 185 lac kg in 2013-14
and the gross revenue increased by 3% from Rs.307 crores to Rs.316
crores in 2014-15.
Your company achieved a net profit Rs.18.85 crores in 2014-15, which is
marginally lower than last year which was due to uncertainty in the
market because of decreasing trend in the prices of the Petroleum
Products.
The earnings per share for the year 2014-15 was Rs.8.72, as compared to
the previous year's Rs.9.91.
EXPORTS
The export turnover increased to Rs.477 lacs from Rs.266 lacs in the
previous year.
EXPANSION AND MODERNIZATION
The company continues to modernize its Plant and Machinery and add
balancing equipment. This would enable the company to improve
productivity and widen its product range and improve the quality of its
products.
PROSPECTS
The company's performance in the current year is expected to be
satisfactory.
PUBLIC DEPOSIT
Our company has not accepted any public deposits during the Financial
Year and as such, no amount of principal or interest was outstanding as
on March 31, 2015.
DIVIDEND
Your Directors in its meetings held on November 7, 2014 and April 8,
2015 had paid interim dividends @ 50% i.e. Re.1.00 per equity share and
@ 85% i.e. Rs.1.70 per equity share respectively. The total dividend
for financial year 2014-15 is 135% i.e. Rs.2.70 per equity share.
DIRECTORSÂ RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3) (c) of the
Companies Act, 2013 the Board hereby submits its responsibility
Statement:
(a) in the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards had been followed and
there are no material departures from the same;
(b) the Directors had 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 as at March 31, 2015 and of the profit and loss of the
company for that period;
(c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013, for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
(d) the Directors had prepared the annual accounts on a going concern
basis;
(e) the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively; and
(f) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility Committee has formulated and
recommended to the Board, a CSR Policy indicating the activities to be
undertaken by the Company, which has been approved by the Board. The
CSR Policy may be accessed on the Company's website at the link
http://www.apmindustries.co.in/Annual%20Reports/csr.pdf. The Annual
Report on CSR activities is annexed herewith marked as
ANNEXURE - I to this Report.
The Company aims to achieve through CSR programmes one or more of the
following -
1. Supporting rural development, promoting education, providing
healthcare including preventive health care, providing sanitation and
drinking water, creating livelihoods for people, especially those from
disadvantaged sections of society, in rural and urban India, preserving
and promoting sports.
2. To develop the required capability and self-reliance of
beneficiaries at the grass roots, especially of women, in the belief
that these are prerequisites for social and economic development.
3. To engage in affirmative action, interventions such as skill
building and vocational training, to enhance employability and generate
livelihoods for persons from disadvantaged sections of society.
4. To pursue CSR Programmes primarily in areas that falls within the
economic vicinity of the Company's operations to enable close
supervision and ensure maximum development impact.
5. To carry out CSR Programmes in relevant local areas to fulfill
commitments arising from requests by government / regulatory
authorities and to earmark amounts of monies towards "Corporate Social
Responsibility (CSR)" activities and to spend such monies through CSR
Cells of such administrative bodies of the government and / or directly
by way of developmental works in the local areas around which the
Company operates.
RISK MANAGEMENT POLICY
Risk Management is continuous process of analyzing and managing the
opportunities and threats faced by the Company in its efforts to
achieve its goals and to ensure the continuity of the business. During
the year, your Directors have constituted a Risk Management Committee.
The Risk Management Committee has formulated and recommended to the
Board, a Risk Management Policy which has been approved by the Board.
The Risk Management Policy may be accessed on the Company's website at
the link http://www.apmindustries.co.in/Annual%20Reports/rmp.pdf.
INTERNAL FINANCIAL CONTROLS
Your Company has in place adequate systems of internal control
commensurate with its size and the nature of its operations. These have
been designed to provide reasonable assurance with regard to recording
and providing reliable Financial and Operational information, complying
with applicable statutes, safeguarding assets from authorized use or
losses, executing transactions with proper authorization and ensuring
compliance of internal policies.
The Company uses ERP (Enterprise Resource Planning) system to record
data for accounting and connects to different locations for efficient
exchange of information. The Company has in place adequate internal
financial controls with reference to financial statements. During the
year, such controls were tested and no reportable material weakness in
the design or operation was observed.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
i. In accordance with the provisions of the Act and the Article of
association of the Company, Smt Uma Hada was appointed as an Additional
Director of the Company w.e.f. 08.4.2015 in order to comply with the
requirement of having a woman director in the Board. She holds office
as a Director up to the date of the ensuing Annual General Meeting and
is eligible for appointment as an independent Non-executive Director.
ii. Shri R L Toshniwal retires by rotation and has not offered himself
for reappointment because of indifferent health. Your Directors place
on record their sincere appreciation for the services rendered by him,
during his tenure on the Board.
iii. The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
Independence as prescribed both under the Companies Act, 2013 and
Clause 49 of the Listing Agreement.
iv. Pursuant to the provisions of the Companies Act,, 2013 and clause
49 of the Listing Agreement, the Nomination and Remuneration Committee
has carried out evaluation of every Director's performance. The
Independent Directors, in a separate meeting, has also carried out the
performance evaluation of the Non-Independent Directors and the Board
as a whole and of the Chairman of the company and has reviewed the
performance of the Secretarial Department. The performance evaluation
of all the Independent Directors has been done by the entire Board,
excluding the Director being evaluated. The Directors expressed their
satisfaction with the evaluation process".
v. The Board has, on the recommendation of Nomination and Remuneration
Committee, framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The policies of the Company
in this regard are attached herewith marked as Annexure - II to this
Report.
AUDITORS
STATUTORY AUDITORS
At the Annual General meeting held on 25th September, 2014, M/s
Chaturvedi & Co., Chartered Accountant, were appointed as Statutory
Auditors of the Company to hold the office till the conclusion of the
43rd Annual General Meeting, subject to annual ratification by the
members at the Annual General Meeting in accordance with the provisions
of Section 139 of the Companies Act, 2013 and rules there under.
Accordingly, the appointment of M/s Chaturvedi & Co., Chartered
Accountant as statutory auditors of the Company is placed for
ratification by the shareholders. In this regard the Company has
received a certificate from the auditors to the effect that if they are
re-appointed, it would be in accordance with the provisions of Section
141 of the Companies Act, 2013.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed Shri Pradip Kumar
Muduli, Practicing Company Secretary, to undertake the Secretarial
Audit of the Company. The Report of the Secretarial Audit Report is
annexed herewith as ANNEXURE - III to this Report.
AUDITORS REPORT
The Auditors' Report read with notes to the financial statements is
self-explanatory and does not call for any further explanations by the
Board. The Auditor's Report does not contain any qualification,
reservation or adverse remark.
DISCLOSURES AUDIT COMMITTEE
The Audit Committee meets at due intervals to conduct the required
business. The Committee comprises of Independent Directors, namely,
Shri K R Gupta (Chairman), Shri R R Bagri, Shri S G Rajgarhia and Smt
Uma Hada, as other members.
The composition, role, functions and powers of the Audit Committee are
in accordance with the applicable laws and the listing agreements with
the Stock Exchange.
CSR COMMITTEE
The Corporate Social Responsibility Committee compromises of Shri R K
Rajgarhia, (Chairman). The other members of the Committee are Shri R R
Bagri and Shri H R Sharma.
VIGIL MECHANISM
The Company has a Whistle Blower Policy to deal with instances of
unethical behavior, actual or suspected fraud or violation of the
company's code of conduct. The Policy on Vigil Mechanism / Whistle
Blower may be accessed on the Company's website at the link
http://www.apmindustries.co.in/Annual%20Reports/vbm.pdf.
BOARD MEETINGS
The Board of Directors duly met 4 (Four) times in respect of which
proper notices were given and the proceedings were properly recorded
and signed.
PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The prescribed details as required under Section 134(3) (m) of the
Companies Act, 2013, read with the Companies (Accounts) Rules, 2014,
are annexed as ANNEXURE - IV to this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Particulars of remuneration paid to the employees as required to be
disclosed under section 197(12) of the Act read with Rule 5 of the
Companies (Appointment & Remuneration of Managerial Personnel) Rules
2014, are set out in ANNEXURE - V attached hereto and form part of this
Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith as ANNEXURE - VI.
RELATED PARTY TRANSACTIONS
All transactions entered into with Related Parties as defined under the
Companies Act, 2013 and Clause 49 of the Listing Agreement during the
financial year were in the ordinary course of business and on an arm's
length pricing basis and do not attract the provisions of Section 188
of the Companies Act, 2013. All related party transactions during the
year 2014-15 are disclosed in Form No. AOC - 2 in ANNEXURE - VII.
Suitable disclosure as required by the Accounting Standards (AS18) has
been made in the notes to the Financial Statements. The Board has
approved a policy for related party transactions which has been
uploaded on the Company's website at the link
http://www.apmindustries.co.in/Annual%20Reports/rptp.pdf.
CORPORATE GOVERNANCE
The Company has implemented Corporate Governance practices. The report
on Corporate Governance as stipulated under the Listing Agreement forms
an integral part of this Report. The requisite certificate from the
Auditors of the Company confirming compliance with the conditions of
Corporate Governance is attached to the Report on Corporate Governance
as ANNEXURE - VIII to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year 2014-15 under
review, as stipulated under Clause 49 of the Listing Agreement with the
Stock Exchanges, is presented in a separate section forming part of the
Annual Report.
CREDIT RATING
The Company's credit rating impute by rating agency as given below:
Facilities Rating1
Long Term Bank Facilities CARE BBB [Triple B Plus]
Short Term Bank Facilities CARE A2 [A TWO]
STATEMENT
Statements in the Board's Report and the Management Discussion &
Analysis describing the Company's objectives, expectations or forecasts
may be forward-looking within the meaning of applicable securities laws
and regulations. Actual results may differ materially from those
expressed in the statement. Important factors that could influence the
Company's operations include global and domestic demand and supply
conditions affecting selling prices of finished goods, input
availability and prices, changes in government regulations, tax laws,
economic developments within the country and other factors such as
litigation and industrial relations.
GENERAL
The Company has formulated a policy on Prevention of Sexual Harassment
approved by the Board. The policy may be accessed on the Company's
website at the link http://www.apmindustries.co.in/
Annual%20Reports/shp.pdf. Your Directors further state that during the
year under review, there were no cases filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.
No significant or material orders were passed by the regulators or
Courts or Tribunals which impact the going concern status and Company's
operation in future.
APPRECIATION
Your Directors gratefully acknowledge the whole hearted support given
by the customers, suppliers, shareholders, employees, governments,
financial institutions, banks, and we look forward to their continued
cooperation and best wishes in our Endeavour to steer your company
towards greater heights.
For and on behalf of the Board
New Delhi R K RAJGARHIA
August 5, 2015 Chairman & Managing Director
Mar 31, 2014
TO THE MEMBERS
The Directors have pleasure in presenting the 40th Annual Report and
Audited Accounts for the year ended on March 31, 2014.
FINANCIAL RESULTS (Rs. In lacs)
2013-14 2012-13
Gross Revenue 30744 29252
Profit before depreciation and tax 3792 3768
Less: Depreciation 465 468
- Profit before income tax 3327 3300
- Less: Income Tax 1185 1094
- Net profit for the year 2142 2206
Add: Balance brought forward 3407 2603
from the previous year
Amount available for appropriation 5549 4809
Appropriations: Dividend
Interim Dividend 216 130
Proposed Dividend 216 216
Total Dividend 432 346
Corporate Dividend Tax 76 56
General reserve 1000 1000
Balance carried forward to 4041 3407
Balance Sheet
Total 5549 4809
OPERATIONS
During the year 2013-14, the production of Synthetic Blended Yarn
increased to 185 lac kg from 166 lac kg in 2012-13, up 11% and the net
revenue increased 5% from Rs.293 crores to Rs.307 crores. Your company
achieved a net profit Rs.21.42 crores in 2013-14, which is slightly
lower than last year due to provision of deferred tax liability. The
earnings per share for the year 2013-14 is Rs.9.91, as compared to the
previous year''s Rs.10.21.
EXPORTS
The export turnover increased to Rs.266 lacs from Rs.159 lacs in the
previous year.
EXPANSION AND MODERNIZATION
The company continues to modernize its Plant and Machinery and add
balancing equipment. This would enable the company to improve
productivity and widen its product range and improve the quality of its
products.
PROSPECTS
The company''s performance in the current year is expected to be
satisfactory.
DIVIDEND
Your Directors in its meeting held on November 8, 2013 had paid an
interim dividend @ 50% i.e. Re.1.00 per equity share. The Board of
Directors have now recommended a final dividend of 50% i.e. Rs.1.00 per
equity share of Rs.2/- each, subject to the approval of the
shareholders. The total dividend for financial year 2013-14 is 100%
i.e. Rs. 2.00 per equity share.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO.
The prescribed details as required under 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, are annexed as
Annexure - I to this Report.
PARTICULARS OF EMPLOYEES
Particulars of remuneration paid to the employees as required to be
disclosed under section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 (as amended), are
set out in Annexure - II attached hereto and form part of this Report.
DIRECTORS
Shri K R Gupta retires by rotation at the Annual General Meeting and
being eligible, offers himself for re-appointment. A brief resume is
given in the Notice to the Annual General Meeting. Your Directors
recommend his re-appointment at the ensuing Annual General Meeting in
the overall interest of the company.
DIRECTORS'' RESPONSIBILITY STATEMENT
In compliance of Section 217(2AA) of the Companies Act, 1956, your
Directors confirm:
1. That in the preparation of the annual accounts, the applicable
accounting standards have been followed and Notes to the Accounts are
self explanatory.
2. That they 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 that period.
3. That they have taken proper and sufficient care for 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.
4. That they have prepared the annual accounts on a going concern
basis.
AUDIT COMMITTEE
The Audit Committee meets at due intervals to conduct the required
business. At present the Committee comprises of Shri K R Gupta
(Chairman), Shri R R Bagri (Member) as independent Directors and Shri S
G Rajgarhia (Member) as Non Executive Director. The composition, role,
functions and powers of the Audit Committee are in accordance with the
applicable laws and the listing agreements with the Stock Exchange.
AUDITORS
M/s Chaturvedi & Co., Chartered Accountants, the auditors of the
Company, retire at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment. A certificate under
section 224(1 B) of the Companies Act, 1956 confirming their
eligibility has been obtained from them. Your Directors recommend that
they be reappointed by the members at the 40th Annual General Meeting.
AUDITORS REPORT
The Auditors'' Report read with notes to the financial statements is
self-explanatory and does not call for any further explanations by the
Board.
CORPORATE GOVERNANCE
A separate report on Corporate Governance and a certificate from the
Auditors of the company regarding compliance of the conditions of
Corporate Governance as stipulated under clause 49 of the Listing
Agreement with the Stock Exchanges are annexed as Annexure - III to
this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management discussion and analysis on the matters relating to the
business performance, as stipulated in Clause 49 of the Listing
Agreement with the Stock Exchanges, is given as a separate statement in
the Annual Report.
APPRECIATION
Your Directors gratefully acknowledge the whole hearted support given
by the customers, suppliers, shareholders, employees, governments,
financial institutions, banks, and we look forward to their continued
cooperation and best wishes in our endeavour to steer your company
towards greater heights.
For and on behalf of the Board
New Delhi R K RAJGARHIA
May 21, 2014 Chairman & Managing Director
Mar 31, 2013
TO THE MEMBERS
The Directors have pleasure in presenting the 39th Annual Report and
Audited Accounts for the year ended on March 31, 2013.
FINANCIAL RESULTS (Rs. In lacs)
2012-13 2011-12
Gross Revenue 29255 25982
Profit before depreciation and tax 3768 2413
Less: Depreciation 468 462
- Profit before income tax 3300 1951
- Less: Income Tax 1094 691
- Net profit for the year 2206 1260
Add: Balance brought forward 2602 2493
from the previous year
Amount available for appropriation 4808 3753
Appropriations:
- Dividend
- Interim Dividend 130
- Proposed Dividend 216 130
- Total Dividend 346 130
- Corporate Dividend Tax 56 21
- General reserve 1000 1000
- Balance carried forward to 3406 2602
Balance Sheet
Total 4808 3753
OPERATIONS
During the year 2012-13, the production of Synthetic Blended Yarn,
increased to 166 lac kg from 154 lac kg in 2011-12 up by 8% and the net
revenue increased by 12% from Rs. 259 crores to Rs. 293 crores. Your
company achieved a 75% growth in net profit from Rs.12.60 crores to Rs.
22.06 crores.
The earnings per share for the year 2012-13 is Rs.10.21 as compared to
the previous year''s Rs. 5.83.
EXPORTS
Your company''s products had a good demand in the domestic market with
better margins. Therefore, the export turnover declined to Rs. 159 lacs
from Rs. 1443 lacs in the previous year. In the current year also the
trend is expected to continue.
EXPANSION AND MODERNIZATION
The company continues to modernize its Plant and Machinery and add
balancing equipment. This would enable the company to improve
productivity and widen its product range and improve the quality of its
products.
PROSPECTS
The company''s performance in the current year is expected to be
satisfactory.
DIVIDEND
Your Directors in its meeting held on November 12, 2012 had paid an
interim dividend @ 30% i.e. Rs. 0.60 per equity share. The Board of
Directors have now recommended a final dividend of 50% i.e. Rs. 1.00
per equity share of Rs. 21- each, subject to the approval of the
shareholders. The total dividend for financial year 2012-13 is 80% i.e.
Rs. 1.60 per equity share.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO.
The prescribed details as required under 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, are annexed as
Annexure - I to this Report.
PARTICULARS OF EMPLOYEES
Particulars of remuneration paid to the employees as required to be
disclosed under section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 (as amended), are
set out in Annexure - II attached hereto and form part of this Report.
DIRECTORS
Shri R R Bagri retires by rotation at the Annual General Meeting and
being eligible, offers himself for re-appointment. A brief resume is
given in the Notice to the Annual General Meeting. Your Directors
recommend his re-appointment at the ensuing Annual General Meeting in
the overall interest of the company. DIRECTORS'' RESPONSIBILITY
STATEMENT In compliance of Section 217(2AA) of the Companies Act, 1956,
your Directors confirm:
1. That in the preparation of the annual accounts, the applicable
accounting standards have been followed and Notes to the Accounts are
self explanatory.
2. That they 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 that period.
3. That they have taken proper and sufficient care for 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.
4. That they have prepared the annual accounts on a going concern
basis.
AUDIT COMMITTEE
The Audit Committee meets at due intervals to conduct the required
business. At present the committee comprises of Shri K R Gupta
(Chairman), Shri R R Bagri (Member) as independent Directors and
Shri S G Rajgarhia (Member) as Non Executive Director. The
composition, role, functions and powers of the Audit Committeare in
accordance with the applicable laws and the listing agreements with the
Stock Exchange.
AUDITORS
M/s Chaturvedi & Co., Chartered Accountants, the auditors of the
Company, retire at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment. A certificate under
section 224(1 B) of the Companies Act, 1956 confirming their
eligibility has been obtained from them. Your Directors recommend that
they be reappointed by the members at the 39''" Annual General Meeting.
AUDITORS REPORT
The Auditors'' Report read with notes to the financial statements is
self-explanatory and does not call for any further explanations by the
Board.
CORPORATE GOVERNANCE
A separate report on Corporate Governance and a certificate from the
Auditors of the company regarding compliance of the conditions of
Corporate Governance as stipulated under clause 49 of the Listing
Agreement with the Stock Exchanges are annexed as
Annexure - III to this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management discussion and analysis on the matters relating to the
business performance, as stipulated in Clause 49 of the Listing
Agreement with the Stock Exchanges, is given as a separate statement in
the Annual Report.
APPRECIATION
Your Directors gratefully acknowledge the whole hearted support given
by the customers, suppliers, shareholders, employees, governments,
financial institutions, banks, and we look forward to their continued
cooperation and best wishes in our endeavour to steer your company
towards greater heights.
For and on behalf of the Board
New Delhi R K RAJGARHIA
May 7, 2013 Chairman & Managing Director
Mar 31, 2012
The Directors have pleasure in presenting the 38th Annual Report and
Audited Accounts for the year ended on March 31, 2012.
FINANCIAL RESULTS (Rs. In lacs)
2011-12 2010-11
Gross Sales 25982 24362
Profit before depreciation and tax 2413 2666
Less: Depreciation 462 471
Profit before income tax 1951 2195
Less: Income Tax 691 813
Net profit for the year 1260 1382
Add: Balance brought forward 2493 2262
from the previous year Amount
available for appropriation 3753 3644
Appropriations: -
- Proposed Dividend 130 130
- Corporate Dividend Tax 21 21
- General reserve 1000 1000
- Balance carried forward to 2602 2493
Balance Sheet
Total 3753 3644
OPERATIONS
During the year, profitability was under pressure due to general
recession, especially in the textiles industry. The demand both in the
local and export markets was low. The total revenues recorded a growth
of 6.65% from Rs. 24362 Lacs to Rs. 25982 lacs, while Net profit
achieved was at Rs. 1260 Lacs as against Rs. 1382 Lacs during the
previous year.
The earnings per share for the year 2011-12 works out to Rs. 5.83 as
compared to the previous year's Rs. 6.39.
EXPORTS
During the year 2011-12, the export turnover was Rs. 1443 Lacs, as
against Rs. 2217 lacs during 2010-11.
EXPANSION AND MODERNIZATION
The Company continues to modernize its Plant and Machinery and add some
balancing equipment. This would enable the company to widen its product
range and improve the quality of its products. PROSPECTS
The cotton fibre prices have stabilized at higher levels. This will
help the man-made fibre industry by way of higher demand and better
realization. The company should perform better in the current year
subject to unforeseen circumstances.
DIVIDEND
Your Directors are pleased to recommend a Dividend @ 30% i.e. Rs. 0.60
per fully paid equity shares of Rs. 2/- each for the year ended March
31, 2012 for consideration of the members at the forthcoming Annual
General Meeting.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO.
The prescribed details as required under 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, are annexed as
Annexure - I to this Report.
PARTICULARS OF EMPLOYEES
The statement showing particulars of the employees as required under
section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975 (as amended), is not given as no
employee was in receipt of remuneration equal to or exceeding Rs.
60,00,000/- (Rupees sixty lacs only) per annum, if employed for the
full year or Rs. 5,00,000/- (Rupees five lacs only) per month, if
employed for a part of the year.
DIRECTORS
Shri R L Toshniwal retires by rotation at the Annual General Meeting
and being eligible, offers himself for re-appointment. A brief resume
is given in the Notice to the Annual General Meeting. Your Directors
recommend his re-appointment at the ensuing Annual General Meeting in
the overall interest of the company.
DIRECTORS' RESPONSIBILITY STATEMENT
In compliance of Section 217(2AA) of the Companies Act, 1956, your
Directors confirm:
1. That in the preparation of the annual accounts, the applicable
accounting standards have been followed and Notes to the Accounts are
self explanatory.
2. That they 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 that period.
3. That they have taken proper and sufficient care for 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.
4. That they have prepared the annual accounts on a going concern
basis.
AUDIT COMMITTEE
The Audit Committee meets at due intervals to conduct the required
business. At present the committee comprises of Shri K R Gupta
(Chairman) and Shri R R Bagri (Member) as independent Directors and
Shri S G Rajgarhia (Member) as Non Executive Director.
The composition, role, functions and powers of the Audit Committee are
in accordance with the applicable laws and the listing agreements with
the Stock Exchange.
AUDITORS
M/s Chaturvedi & Co., Chartered Accountants, the auditors of the
Company, retire at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment. A certificate under
section 224(1B) of the Companies Act, 1956 confirming their eligibility
has been obtained from them. Your Directors recommend that they be
reappointed by the members at the 38th Annual General Meeting.
AUDITORS REPORT
The Auditors' Report read with notes to the financial statements is
self-explanatory and does not call for any further explanations by the
Board.
CORPORATE GOVERNANCE
A separate report on Corporate Governance and a certificate from the
Auditors of the company regarding compliance of the conditions of
Corporate Governance as stipulated under clause 49 of the Listing
Agreement with the Stock Exchanges are annexed as Annexure - II to this
report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management discussion and analysis on the matters relating to the
business performance, as stipulated in Clause 49 of the Listing
Agreement with the Stock Exchanges, is given as a separate statement in
the Annual Report.
APPRECIATION
Your Directors gratefully acknowledge the whole hearted support given
by the customers, suppliers, shareholders, employees, governments,
financial institutions, banks, and we look forward to their continued
cooperation and best wishes in our Endeavour to steer your company
towards greater heights.
For and on behalf of the Board
New Delhi R K RAJGARHIA
August 1, 2012 Chairman & Managing Director
Mar 31, 2011
TO THE MEMBERS
The Directors have pleasure in presenting the 37th Annual Report and
Audited Accounts for the year ended on March 31, 2011.
FINANCIAL RESULTS (Rs. In lacs)
2010-11 2009-10
Gross Sales 24350 19686
Profit before depreciation and tax 2666 1420
Less: Depreciation 471 455
Profit before income tax 2195 965
Less: Income Tax 813 305
Net profit for the year 1382 660
Add: Balance brought forward 2262 2717
from the previous year
Amount available for appropriation 3644 3377
Appropriations: -
- Proposed Dividend 130 -
- Corporate Dividend Tax 21 -
- General reserve 1000 1115
- Balance carried forward to 2493 2262
Balance Sheet
Total 3644 3377
OPERATIONS
During the year 2010-11, your company's performance has improved
significantly. The net profit recorded a growth of 109% from Rs. 660
lacs to Rs.1382 lacs while the turnover grew by 24% from Rs. 19686 lacs
to Rs. 24350 lacs. Favourable market conditions and a better
product-mix contributed to the increase in profits.
The earnings per share for the year 2010-11 works out to Rs. 6.39 as
compared to previous year's Rs. 3.05.
EXPORTS
During the year 2010-11, the export turnover was Rs. 2217 lacs, as
against Rs.1970 lacs during 2009-10.
EXPANSION AND MODERNIZATION
The Company continues to modernize its Plant and Machinery under
Technology Upgradation Fund Scheme (TUFS). The company proposes to
install some balancing equipments which would enable the company to
widen its product range.
PROSPECTS
The raw materials i.e. Polyester, Viscose and Acrylic prices have shown
a downward trend from the end of April 2011. The reduction is gradual
and continuous. Due to this our customers have restricted their
purchases. However, raw material prices are expected to stabilize soon.
This should help the textile industry to perform better in the long
run.
DIVIDEND
Your Directors are pleased to recommend a Dividend @ 30% i.e. Rs.0.60
per fully paid equity shares of Rs.2/- each for the year ended March
31, 2011 for consideration of the members at the forthcoming Annual
General Meeting.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO.
The prescribed details as required under 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, are annexed as
Annexure - I to this Report.
PARTICULARS OF EMPLOYEES
The statement showing particulars of the employees as required under
section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975 (as amended), is not given as no
employee was in receipt of remuneration equal to or exceeding Rs.
60,00,000/- (Rupees sixty lacs only) per annum, if employed for the
full year or Rs. 5.00,000/- (Rupees five lacs only) per month, if
employed for a part of the year.
DIRECTORS
Shri S G Rajgarhia retires by rotation at the Annual General Meeting
and being eligible, offers himself for re-appointment. A brief resume
is given in the Notice to the Annual General Meeting. Your Directors
recommend his re-appointment at the ensuing Annual General Meeting in
the overall interest of the company.
DIRECTORS' RESPONSIBILITY STATEMENT
In compliance of Section 217(2AA) of the Companies Act, 1956, your
Directors confirm:
1. That in the preparation of the annual accounts, the applicable
accounting standards have been followed and Notes to the Accounts are
self explanatory.
2. That they 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 that period.
3. That they have taken proper and sufficient care for 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.
4. That they have prepared the annual accounts on a going concern
basis.
AUDIT COMMITTEE
The Audit Committee meets at due intervals to conduct the required
business. At present the committee comprises of Shri K R Gupta
(Chairman) and Shri R R Bagri (Member) as independent Directors and
Shri S G Rajgarhia (Member) as Non Executive Director.
The composition, role, functions and powers of the Audit Committee are
in accordance with the applicable laws and the listing agreements with
the Stock Exchange.
AUDITORS
M/s Chaturvedi & Co., Chartered Accountants, the auditors of the
Company, retire at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment. A certificate under
section 224(1B) of the Companies Act, 1956 confirming their eligibility
has been obtained from them. Your Directors recommend that they be
reappointed by the members at the 37th Annual General Meeting.
AUDITORS REPORT
The Auditors' Report read with notes to the financial statements is
self- explanatory and does not call for any further explanations by the
Board.
CORPORATE GOVERNANCE
A separate report on Corporate Governance and a certificate from the
Auditors of the company regarding compliance of the conditions of
Corporate Governance as stipulated under clause 49 of the Listing
Agreement with the Stock Exchanges are annexed as Annexure - II to this
report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management discussion and analysis on the matters relating to the
business performance, as stipulated in Clause 49 of the Listing
Agreement with the Stock Exchanges, is given as a separate statement in
the Annual Report.
APPRECIATION
Your Directors gratefully acknowledge the whole hearted support given
by the customers, suppliers, shareholders, employees, governments,
financial institutions, banks, and we look forward to their continued
cooperation and best wishes in our endeavour to steer your company
towards greater heights.
For and on behalf of the Board
R K RAJGARHIA
Chairman & Managing Director
New Delhi
July 29, 2011
Mar 31, 2010
The Directors have pleasure in presenting the 36th Annual Report and
Audited Accounts for the year ended on March 31, 2010.
FINANCIAL RESULTS (Rs. In lacs)
2009-2010 2008-2009
Gross Sales 19686 18399
Profit before depreciation
and tax 1420 599
Less: Depreciation 455 439
Profit before income tax 965 160
Less: Income Tax 305 54
Net profit for the year 660 106
Add: Balance brought forward
from the previous year 2717 2611
Amount available for appropriation 3377 2717
Appropriations: -
- General reserve 1115 -
- Balance carried forward to
Balance Sheet 2262 2717
3377 2717
OPERATIONS
The performance of the company continues to be satisfactory. The net
profit registered an increase of 523 percentage from Rs.106 lacs to
Rs.660 lacs while the turnover grew by 7 percentage from Rs.18,399 lacs
to Rs.19,686 lacs. The main contributors to the increase of profits was
the product mix and a favourable market.
The earnings per share increased from Rs.2.46 to Rs.15.26 over the
previous year
EXPORTS
Your Companys export turnover decreased marginally from previous year,
from Rs.1996 Lacs to Rs.1970 Lacs.
EXPANSION AND MODERNIZATION
The Company continues to modernize its Plant and Machinery under
Technology Upgradation Fund Scheme (TUFS). The company proposes to
install some balancing equipments which would help manufacture more
value added products. The total capacity of the company as on
31.03.2010 is 50336 spindles.
PROSPECTS
The Company expects to improve both sales and profitability in the
current year as a result of expansion-cum-modemizatjon programme and
better market conditions.
DIVIDEND
In view of the need to conserve financial resources, no dividend has
been recommended by the Board of Directors.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO.
The prescribed details as required under 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, are annexed as
Annexure -1 to this Report.
PARTICULARS OF EMPLOYEES
During the year under report, the relations between the companys
management and its staff/workers continued to remain cordial. The
Directors place on record their deep appreciation of the devoted
services of the workers, staffs and executives.
As required by the provisions of Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975 (as
amended), the particulars of employees of the company who were in
receipt of remuneration of Rs.2,00,000/- (Rupees Two Lacs only) per
month or more are annexed as Annexure - II to this Report.
DIRECTORS
Shri K R Gupta, retires by rotation at the Annual General Meeting and
being eligible, offers himseives for re-appointment. A brief resume is
given in the Notice to the Annual General Meeting. Your Directors
recommend his re-appointment at the ensuing Annual General Meeting in
the overall interest of the company.
DIRECTORS RESPONSIBILITY STATEMENT
In compliance of Section 217(2AA) of the Companies Act, 1956, your
Directors confirm:
1. That in the preparation of the annual accounts, the applicable ac-
counting standards have been followed and Notes to the Accounts are
self explanatory.
2. That they 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 that period.
3. That they have taken proper and sufficient care for the mainte-
nance 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.
4. That they have prepared the annual accounts on a going concern
basis
AUDIT COMMITTEE
The Audit Committee meets at due intervals to conduct the required
business. At present the committee comprises of Shri K R Gupta
(Chairman) and Shri R R Bagri (Member) as independent Directors and
Shri S G Rajgarhia (Member) as Non Executive Director.
The composition, role, functions and powers of the Audit Committee are
in accordance with the applicable laws and the listing agreements with
the Stock Exchange.
AUDITORS
M/s Chaturvedi & Co., Chartered Accountants, the auditors of the
Company, retire at the ensuing Annual General Meeting and being
eligible, offerthemselvesfor re-appointment. A certificate under
section 224(1 B) of the Companies Act, 1956 confirming their
eligibility has been obtained from them. Your Directors recommend that
they be reappointed by the members at the 36" Annual General Meeting.
AUDITORS REPORT
The Auditors Report read with notes to the financial statements is
self- explanatory and does not call for any further explanations by the
Board.
CORPORATE GOVERNANCE
A separate report on Corporate Governance and a certificate from the
Auditors of the company regarding compliance of the conditions of
Corporate Governance as stipulated under clause 49 of the Listing
Agreement with the Stock Exchanges are annexed as Annexure - HI to this
report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management discussion and analysis on the matters relating to the
business performance, as stipulated in Clause 49 of the Listing
Agreement with the Stock Exchanges, is given as a separate statement in
the Annual Report.
APPRECIATION
Your Directors gratefully acknowledge the whole hearted support given
by the customers, suppliers, shareholders, employees, governments,
financial institutions, banks, and we look forward to their continued
cooperation and best wishes in our endeavour to steer your company
towards greater heights.
For and on behatf of the Board
New Delhi R K RAJGARHIA
August 3, 2010 Chairman & Managing Director