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Directors Report of United Leasing & Industries Ltd.
Mar 31, 2024
Your Directors have great pleasure in presenting the 40th Annual Report together
with the Audited Annual Accounts of the Company for the financial year ended on 31st
March, 2024.
1. FINANCIAL RESULTS:
The summarized financial results of the Company for the year ended 31st March,
2024 and for the previous year ended 31st March, 2023 are as follows:
(Amount in Rs.)
|
Particulars |
Year Ended |
Year Ended |
|
31.03.2024 |
31.03.2023 |
|
|
Revenue from Operations |
7,19,58,710 |
10,44,45,516 |
|
Other Income |
6,59,933 |
2,98,452 |
|
T otal Revenue |
7,26,18,643 |
10,47,43,968 |
|
Total Expenses |
7,17,80,079 |
9,91,85,171 |
|
Profit/Loss before Tax |
8,38,564 |
55,58,797 |
|
Profit/ Loss for the year |
8,38,564 |
55,58,797 |
|
Earnings Per Share |
||
|
-Basic |
0.28 |
1.43 |
|
-Diluted |
0.28 |
1.43 |
2. PERFORMANCE HIGHLIGHTS:
During the year under review, the Company has total operational Income of Rs.
7,19,58,710/- and the Company has earned profit of Rs. 8,38,564/- during the
year ended 31.3.2024.
The Company''s focus shall continue to be on improving specialty and efforts
particularly on embroidery business which would yield results in coming years.
These actions would continue to enhance the pace of business and would
contribute in long term growth.
3. SHARE CAPITAL:
During the year under review, there was no change in the Company''s issued,
subscribed and paid-up equity share capital.
4. DIVIDEND:
The Board of Directors of the Company has not recommended any dividend
during the year after reviewing Financial Statements of the Company.
5. RESERVE:
The Company has not proposed any amount to be transferred to the General
Reserve.
6. DEPOSITS:
During the year under review, the company does not accept any deposits from the
public as per Section 73 to 76 of the Companies Act, 2013.
7. CHANGE IN NATURE OF BUSINESS:
During the year under review, there was no significant changes was made in the
nature of the company.
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:
During the Year under review there were no material changes and commitments
which affect the financial position of the Company. An ease of doing business can
give an addon to the Company to create the sustainable growth and development.
9. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE:
During the year under review, the Company does not have any Subsidiary,
Associate and Joint Venture.
10. SECRETARIAL STANDARDS:
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2,
relating to ''Meeting of the Board of Director'' and ''General Meetings'', respectively,
have been duly followed by the Company.
11. KEY MANAGERIAL PERSONNEL:
Managing Director - ANIL KUMAR KHANNA
Chief Financial Officer - HARISH RAWAT
Company Secretary - NISHANT TOMAR
(Resigned Dated 23.08.2024)
12. DIVERSITY OF THE BOARD:
The Company believes that diversity is important to the work culture at any
organization. In particular, a diverse Board, among others, will enhance the
quality of decisions by utilizing different skills, qualifications and professional
experience for achieving sustainable and balanced development.
13. DIRECTORS:
The Board Comprises of 7 Directors, namely: -
Mr. Anil Kumar Khanna - Managing Director
Mr. Ashish Khanna - Director
Mr. Aditya Khanna - Director
Mr. Harish Rawat - Executive Director
Mr. Suman Kapur - Independent Director
Mr. Deepak Gupta - Independent Director
Ms. Kavita Kumari - Independent Director
All the Independent Directors of your Company have given declarations that they
meet criteria of Independence as prescribed both under the Act and Securities
and Exchange of Board of India (Listing Obligations and Disclosure
Requirements), Regulations 2015.
CHANGE IN BOARD OF DIRECTORS DURING THE RELEVENT PERIOD:
i. Mr. Harish Rawat has been appointed as Chief Finance officer and Additional
Director of the Company dated on 30th May, 2023.
ii. Mr. Pradeep Anand Chief Finance officer of the Company has been resigned
from the company dated on 30th May, 2023.
iii. Mr. Pravin Raja has been appointed as Additional Director of the Company dated
on 30th May, 2023 and resigned from the company dated 19.07.2024.
iv. Ms. Rekha Sharma Director of the Company has been resigned from the
company dated on 30th May, 2023.
v. Ms. Shashi Shekhar Company Secretary and Compliance Officer of the company
has been resigned from the company dated on 21st June,2023.
vi. Mr. Nishant Tomar has been appointed as Company Secretary and Compliance
Officer of the company dated on 11th October,2023.
vii. Mr. Virendra Kumar Batra Director of the Company has been resigned from the
company dated on 25th September, 2023.
viii. Mr. Kapil Dutta Director of the Company has been resigned from the company
dated on 25th September, 2023.
ix. Mr. Aditya Khanna has been appointed as Additional Director of the Company
dated on 11th October, 2023.
x. Mr. Ashish Khanna has been appointed as Additional Director of the Company
dated on 11th October, 2023.
xi. Mr. Deepak Gupta has been appointed as Additional Independent Director of
the Company dated on 11th October, 2023.
xii. Ms. Kavita Kumari has been appointed as Additional Independent Women
Director of the Company dated on 11th October, 2023.
14. MEETINGS OF INDEPENDENT DIRECTORS:
The Company''s Independent Directors meet at least once in every year without
the presence of Non-Independent Directors and Management Personnel. Such
meetings are conducted to enable Independent Directors to discuss matters
pertaining to the Company''s affairs and put forth their views to the other
Independent Directors. Independent Directors take appropriate steps to present
their views to the Board.
The Independent directors met Four times during the financial year 2023-24 on
30th May, 2023, 19th July,2023, 17th November,2024 and 11th October,2023.
15. MEETINGS OF THE BOARD:
The Board meets at regular intervals to discuss and take a view of the Company''s
policies, strategy and other Board matters. The notice for Board Meetings is given
well in advance to all the Directors.
The Board of Directors met 6 times during the financial year ended March 31,
2024, in accordance with the provisions of the Companies Act, 2013 and rules
made thereunder. The intervening gap between two board meetings was within
the period prescribed under the Companies Act, 2013 and as per Secretarial
Standard-1. The prescribed quorum was presented for all the Meetings and
Directors of the Company actively participated in the meetings and contributed
valuable inputs on the matters brought before the Board of Directors from time
to time.
06 Board Meetings were held as under:
|
Date of Meetings |
Board Strength |
No. of Directors present |
|
30th May, 2023 |
04 |
04 |
|
19 th July, 2023 |
05 |
05 |
|
11th August, 2023 |
04 |
04 |
|
11th October, 2023 |
04 |
04 |
|
17th November, 2023 |
08 |
08 |
|
14th February, 2024 |
05 |
05 |
16. STATUTORY AUDITORS:
M/s. Ravi Rajan & Co LLP Chartered Accountants, (Firm Registration No. 009073N/
N500320) are the Statutory Auditors of the Company. They were appointed as the
Statutory Auditors of the Company in the 37th Annual General Meeting for a period of
5 years i.e. till the conclusion of 42nd Annual General Meeting.
M/s Ravi Rajan & Co LLP Chartered Accountants, (Firm Registration No. 009073N/
N500320) shall hold the office till the conclusion of 42th Annual General Meeting to
be held in the year 2026, but has tendered his resignation as dated 14th August,2024.
17. SECRETARIAL AUDITORS:
M/s. Choudhary Pankaj & Associates Company Secretaries in practice holding
Membership No. 6642 and COP No. 5417, are the Secretarial Auditors of the Company
pursuant to the provisions of Section 204 of the Companies Act, 2013. The Report of
the Secretarial Auditors (Form MR-3) for Financial Year ended on 31st March, 2024 is
being annexed to the Report as per Annexure B under the board report.
18. INTERNAL AUDITORS:
M/s Narender Singh & Co. Chartered Accountants, (Firm Registration No. 030207N)
are the Internal Auditors of the Company.
19. CORPORATE SOCIAL RESPONSIBILITY (CSR):
As per section 135 of the companies Act 2013 Corporate Social Responsibility are not
applicable for our company.
In pursuance of the Companies Act, 2013 and the Companies (Corporate Social
Responsibility) Rules, 2014, the above rules are not applicable to the company during
the year as the company has not earned the adequate profit in this financial Year
2023-24.
20. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:
Management''s Discussion and Analysis Report for the year under review, as
stipulated under the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, (âListing Regulationsâ) is presented in
a separate section, forming part of the Annual Report as an Annexure under the
board report.
21. PARTICULARS OF LOANS AND GUARANTEES AND INVESTMENTS:
Details of Loans, Guarantees and Investments cover under the Provisions of Section
186 of the Companies Act, 2013 are given in the accompanying Financial Statements.
22. EXTRACTS OF ANNUAL RETURN:
The extracts of the Annual Return as per section 92(3) of the Companies Act, 2013
and rule 12(1) of the Companies (Management and Administration) Rules, 2014 will
be available on the Company''s website www.ulilltd.com.
23. RELATED PARTY TRANSACTIONS:
None of the transactions with any of related parties were in conflict with the (AS
Company''s interest. Suitable disclosures as required by the Accounting Standard 18
18) issued by The Institute of Chartered Accountants of India (The ICAI) have been
made in the notes to the Financial Statements.
All related party transactions are negotiated on an arms-length basis and are in the
ordinary course of business. Therefore, the Provisions of Section 188(1) of the
Companies Act, 2013 has been in compliance. Further the board of the company has
given its approval to transaction with the related parties.
Pursuant to Sections 134(3), 188(1) of the Companies Act, 2013 read with Rule 8(2)
of the Companies (Accounts) Rules, 2014 the particulars of contracts/arrangements
entered into by the Company with related parties referred to in sub-section (1) of
section 188 of the Companies Act, 2013 in Form AOC-2 are provided under
Annexure-C under the board report.
24. CORPORATE GOVERNANCE REPORT:
In terms of SEBI (Listing Obligation and Disclosure requirements) 2015, The
provisions of Regulation 17,18, 19,20,21,22,23,24,25,26, 27 and clause (b) to (i) of sub
regulation 2 of regulation 46 and Para C, D and E of Schedule V of SEBI (Listing
Obligation and Disclosure requirements) 2015 are not applicable to the Company.
25. DEMATERIALISATION OF SHARES:
The shares in the Company are under compulsory dematerialized trading. The
Company''s ISIN No. is INE357P01014. The number of shares dematerialized as on
31.03.2024 are as follows:
NSDL : 1088899 Shares
CDSL : 75439 Shares
Physical : 1835662 Shares
26. AUDIT COMMITTEE:
The Committee''s composition and terms of reference meet with requirements of
Section 177 of the Companies Act, 2013 and Regulation 18 of Listing Regulations.
Members of the Audit Committee possess financial/accounting expertise/exposure.
Brief description of terms of reference:
The role and the powers of the audit committee are as per the guidelines set out in
the Listing Regulations. The Committee also act as a link between the auditors and the
Board of Directors. The Committee meets the auditors periodically and reviews the
quarterly/half-yearly and annual financial statements and discusses their findings
and suggestions and seeks clarification thereon.
The audit committee met five times during the financial year 2023-24:
? 30th May, 2023,
? 12 th August, 2023,
? 17th November, 2023
? 14th February, 2023
27. NOMINATION & REMUNERATION COMMITTEE:
The Nomination & Remuneration Committees composition meets with the
requirement of section 178 of the companies Act, 2013 and Regulation 19 of SEBI
(Listing Obligations and Disclosures Requirements) Regulations, 2015. The Members
of the Nomination & Remuneration Policy possess sound
knowledge/expertise/exposure.
Brief description of terms of reference:
To formulate the criteria for determining qualifications, positive attributes and
independence of a director, formulate the criteria for evaluation of Independent
Directors and the Board and performance of every Directors of the Board and
recommend to the Board, all remuneration, in whatever form, payable to Senior
Management I.e. Chief Executive Officer, Managing Director, Whole time Director,
Manager, Chief Financial Officer and Company Secretary.
The Nomination and Remuneration committee met Four times during the financial
year 2023-24.
? 30th May, 2023,
? 19th July, 2023
? 11th October, 2023
? 17th November, 2023
28. STAKEHOLDER RELATIONSHIP COMMITTEE:
The Stakeholder Relationship Committee was constituted to comply with the
Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
Brief description of terms of reference:
To approve issue of duplicate Share Certificate and to oversee and review all matters
connected with transfer of Company''s Securities and to resolve concerns/complaints/
grievances of the security holders including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared
dividends, issue of new/duplicate certificates, general meetings etc.
The Stakeholder Relationship committee met One times during the financial year 2023¬
24:
? 17th November, 2023
29. SHAREHOLDERS''/ INVESTORS'' GRIEVANCE COMMITTEE:
The Shareholders''/ Investors'' Grievance Committee met Four times during the financial
year 2023-24:
? 30th May, 2023,
? 19th July, 2023
? 12th August, 2023,
? 17th November, 2023
30. PERFORMANCE EVALUATION:
The Company has a policy for performance evaluation of the Board, Committees and
other individual Directors (including Independent Directors) which includes criteria
for performance evaluation. In accordance with the manner specified by the
Nomination and Remuneration Committee, the Board carried out performance
evaluation of the Board, its committees, and Individual Directors (including
Independent Directors).
The Independent Directors separately carried out evaluation of Chairperson, Non¬
Independent Directors and Board as a whole. The performance of each Committee was
evaluated by the Board, based on views received from respective Committee Members.
The report on performance evaluation of the Individual Director was reviewed by the
Chairperson of the Board and feedback was given to Directors.
31. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower policy, to provide a formal mechanism to
the Directors and employees of the Company for reporting genuine concerns about
unethical practices and suspected or actual fraud or violation of the code of conduct of
the Company as prescribed under the Companies Act, 2013, Regulation 22 of the
Listing Obligation and Disclosure Requirements, 2015.
This Vigil Mechanism shall provide a channel to the employees and Directors to report
to the management concerns about unethical behavior, and also provide for adequate
safeguards against victimization of persons who use the mechanism and also make
provision for direct access to the chairperson of the Audit Committee in appropriate
or exceptional cases. It is affirmed that no personnel of the company have been denied
access to the Audit Committee.
32. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has less than ten number of employees therefore the company is not
required to constitute/ re-constitute Internal Complaints Committee (ICC), however
if any case recorded in that case the reporting shall be made with Local Complaint
Committee.
During the year there was no any case was recorded by the company hence no
complaint is outstanding or made as on 31.03.2024.
33. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS & OUTGO:
The Company does not belong to the category of power intensive industries and
hence consumption of power is not significant. However, the management is aware of
the importance of conservation of energy and also reviews from time to time the
measures taken/ to be taken for reduction of consumption of energy.
During the year, your Company was running successfully its embroidery unit in
Gurugram comprising 8 computerized, high quality embroidery machines purchased
from Saurer, Switzerland. The Company sold out the less efficient machines and in the
process of phasing out the less efficient machines in the coming years.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Total Foreign exchange earned : Nil
Total Foreign exchange used : Nil
34. PARTICULARS OF EMPLOYEES:
In terms of the provision of Section 197 of the Act read with Rules 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, No employee is drawing remuneration in excess of the limits set out in the said
rules are provided in the Act.
35. RISK MANAGEMENT POLICY:
The Company''s business is exposed to both external and internal risks. Your Company
has incorporated processes and systems to proactively monitor, manage and mitigate
these risks along with appropriate review mechanisms. The Company has an
elaborate Risk Management Framework, which is designed to enable risks to be
identified, assessed and mitigated appropriately.
36. INTERNAL FINANCIAL CONTROLS:
The Company has adequate system of internal financial controls to safeguard and
protect the Company from loss, unauthorized use or disposition of its assets. All the
transactions are properly authorized, recorded and reported to the Management. The
Company is following the applicable Accounting Standards for properly maintaining
the books of accounts and reporting financial statements. The internal financial
controls have been embedded in the business processes.
Assurance on the effectiveness of internal financial controls is obtained through
management reviews, continuous monitoring by functional leaders as well as testing
of the internal financial control systems by the internal auditors during the course of
their audits. The Audit Committee reviews adequacy and effectiveness of Company''s
Internal Controls and monitors the implementations of audit recommendations.
37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/ TRIBUNAL:
There is no significant and material order passed by the Regulators or Courts or
Tribunals impacting the going concern status and Company''s operations in future.
38. INSOLVENCY & BANKRUPTCY CODE/ SETTLEMENT:
No proceedings are made or pending under the Insolvency and Bankruptcy Code,
2016 and there is no instance of one-time settlement with any Bank or Financial
Institution.
39. DIRECTORS'' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the explanations obtained
by them, your Directors make the following statements in terms of Section 134(3) (c)
of the Companies Act, 2013:
(i) In preparation of the annual accounts the applicable accounting standards had
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 March 31, 2024 and the profit of the company
for that period;
(iii) The Directors have been 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 / detecting fraud and
other irregularities;
(iv) The Directors have prepared the annual accounts on a going concern basis.
(v) The Directors, in case of listed Company, have laid down internal financial
controls to be followed by the company and that such financial controls are
adequate and operating effectively.
(vi) The Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and
operating effectively.
40. Acknowledgement:
Your Directors wish to thank the collaborators, financial institutions, bankers,
customers, suppliers, shareholders and employees for their continued support and
co-operations.
For and on behalf of the Board
United Leasing and Industries Limited
Date: 29.08.2024 Sd/- Sd/-
Place: Delhi Ashish Khanna Anil Kumar Khanna
Director Managing Director
DIN:01251582 DIN:00207839
Mar 31, 2015
Dear Members,
Your Directors have great pleasure in presenting the 31st Annual Report
together with the Audited Annual Accounts of the Company for the
financial year ended on 31st March, 2015.
FINANCIAL RESULTS
The financial results of the Company for the year ended 31st March 2015
are as follows:
(Rs.in Lacs)
Particulars Year ended Year ended
31.03.2015 31.03.2014
Total Income 42.58 41.46
Operating Expenses 12.30 10.02
Profit before Finance Cost, 30.28 31.45
Depreciation & Amortisation Exp.
Depreciation & Amortization Expenses 27.61 20.54
Financial Expenses 19.58 25.74
Loss Before Tax (16.91) (14.83)
Provision for Tax 58.64 0.00
Loss after Tax (75.55) (14.83)
Less asset balances written off
in accordance with
Schedule-II of Companies Act,2013 (211.14) 0.00
Balance Brought Forward (106.34) (91.50)
Balance Carried forward (393.03) (106.34)
PERFORMANCE REVIEW
During the year, the turnover increased from Rs.41.46 Lacs previous
year to Rs. 42.58 Lacs current year and the Profit before Finance Cost,
Depreciation and Amortisation Expenses is down from Rs.31.45 Lacs to
30.28 Lacs. The Company incurred loss during the year of Rs.75.55 Lacs
due to provision for tax is Rs.58.64 Lacs.
DIVIDEND
With a view to strengthen the financial position of the Company in
future, yours Director's have decided not to declared any dividend for
the period under review.
FIXED DEPOSITS
Total members deposits as on 31st March 2015 were Rs.60.96 Lacs. No
fresh of deposits were accepted during the financial year 2014-15.
There were no unclaimed deposits as at March 31,2015.
DEMATERILISATION OF SHARES
The shares in the Company are under compulsory dematerialized
trading.The Company's ISIN No. is INE357P0I0I4. DIRECTORS
The Board comprises of 5 Directors, namely:-
Mr.Anil Kumar Khanna - Chairman & Managing Director
Mr.V.K.Batra - Independent Director
Mr.Vipin Bali - Independent Director
Mr. Kapil Dutta. - Independent Director
Mrs.Vimal Kumari - Independent Director (Woman Director)
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr.Anil Kumar Khanna, Chairman
& Managing Director (DIN: 00207839) of the Company retire by rotation
and being eligible, offers himself for reappointment.
Mrs.Vimal Kumari appointed on 26.5.2015 as a Additional Director (Woman
Director) of the Company. Mr. Mr.Kapil Dutta is the Chairman of the
Audit Committee. The terms of reference of the Audit Committee have
been laid down by the Board at its meeting constituting the committee,
held on 26.05.2015.
All the Independent Directors have given Declaration that they meet
criteria of Independence as laid down U/s 149(6) of the Companies Act,
2013 and Clause No.49 of the ListingAgreement.
DIRECTORS' RESPONSIBILITY STATEMENT
In pursuance of Section 134 of the Companies Act, 2013 the directors,
based on the representation received from the operation management,
confirm that :
(i) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) 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 2014-15 and of the profit
or loss of the company for that period;
(iii) 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;
(iv) They have prepared the annual accounts on a going concern basis.
(v) They have laid down internal financial controls to be followed by
the company and that such internal financial controls are adequate and
were operating effectively.
(vi) They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
STATUTORY AUDITORS
The Statutory Auditors of the Company M/s.J.P. Chawla Chartered
Accountants LLP Delhi (Firm Registration No.001875N) who were appointed
as Statutory Auditors by the members for five years. Their appointment
would be ratified at the ensuing Annual General Meeting.
The observations of the Auditors and the relevant notes on the accounts
are self-explanatory and therefore do not call for any further
comments.
INTERNAL AUDITOR
The Board of Directors of your Company has re-appointed R.R.CA & Co.,
Chartered Accountants as Internal Auditors pursuant to the provision of
Section 138 of the Companies Act, 2013 for the financial year 2015-16.
SECRETARIAL AUDITORS
The Board had appointed M/s. Choudhary Pankaj & Associates, Company
Secretaries, Delhi as Secretarial Auditor pursuant to the provisions of
Section 204 of the Companies Act, 2013. The Report of the Secretarial
Auditors annexed to the Report as per Annexure 'A'. There is a
qualification in the Report that Company did not appoint Woman Director
upto 31st March, 2015.
The Management clarified that, it was in search for appointment of a
Woman Director on the Board of the Company and appointed Mrs.Vimal
Kumari as Woman Director w.e.f. 26th May, 2015.
CORPORATE SOCIAL RESPONSIBILITY
With the enactment of the Companies Act, 2013 and the Companies
(Corporate Social Responsibility) Rules, 2014 read with various
clarifications issued by the Ministry of Corporate Affairs every
Company having the netwroth of Rs.500 Crores or more turnover of
Rs.1000 crores or more or net profit of Rs.5 Crore or more during any
financial year have to spend at least 2% of the average net profit of
the Company made during the three immediately preceding financial
years.
In pursuance of the Companies Act, 2013 and the Companies (Corporate
Social Responsibility) Rules, 2014, the above rules are not applicable
to the company during the year as the company does not have adequate
profits.
REPORT ON CORPORATE GOVERNANCE:
The Company endeavors to attain highest values of Corporate
Standards.The Company has adhered to the requirements set out by the
Securities and Exchange Board of India's Corporate Governance practices
and has implemented all the stipulations prescribed, in the Clause 49
of the Listing Agreement with Stock Exchanges.The Report on Corporate
Governance as stipulated under Clause 49 of the Listing Agreement forms
part of this Annual Report.
A requisite certificate from the Statutory Auditors of the Company, M/s
J.P. Chawla & Co., Chartered Accountants, confirming compliance with
the conditions of Corporate Governance as stipulated under the
aforesaid clause 49, is attached to the Corporate Governance Report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
Provisions of Section 186 of the Companies Act, 2013 are given in the
accompanying Financial Statements.
RELATED PARTY TRANSACTIONS
None of the transactions with any of related parties were in conflict
with the Company's interest. Suitable disclosure as required by the
Accounting Standards (ASI8) has been made in the notes to the Financial
Statements.
All related party transactions are negotiated on an arms-length basis
and are in the ordinary course of business. Therefore, the Provisions
of Section 188(1) of the Companies Act, 2013 has been in compliance.
Further the board of the company has given its approval to transaction
with the related parties.
The details of the transaction with Related Party are provided in the
accompanying financial statements-notes to the accounts.
COMPLIANCE UNDER THE COMPANIES ACT, 2013 AND ADDITIONAL SEBI
STIPULATIONS
The Companies Act 2013 came into force substantially from Ist April,
20I4.Also, SEBI in its master circular dated 17th April, 2014 notified
additional requirements on corporate governance which will be effective
from Ist October, 201. The Act and the SEBI Stipulations set the tone
for a more modern legislation which enables growth, greater regulation
and self governance of India's corporate sector. The Act and SEBI's
requirements are expected to improve corporate governance norms,
enhance the accountability and protect the interests of investors,
particularly small ones.
These requirements substantially increase the compliance requirements
for companies. The Company is taking all the necessary steps to be
compliant with the Act within the time stipulated.
COMPANY SECRETARY
Ms.Shipra Chugh, Company Secretary and Compliance Officer has been
resigned w.e.f. 24lh June, 2015. The Company is making it's efforts to
appoint the new Company Secretary as early as it find the suitable
candidate.
AUDIT COMMITTEE
Brief description of terms of reference
The role and the powers of the Audit Committee are as per the
guidelines set out in the Listing Agreement with the Stock Exchanges.
The Committee also acts as a link between the auditor and the Board of
Directors. The Committee meets the auditors periodically and reviews
the quarterly/ half yearly and annual financial statements and
discusses their findings and suggestions and seeks clarifications
thereon.
Composition of the Committee and category of Directors
Mr. Kapil Dutta Independent Director
Mr.Anil Kumar Khanna Non Independent Director
MrVipin Bali Independent Director
Mrs.Vimal Kumari Independent Director (Woman Director)
Mrs. Vimal Kumari appointed on 26.5.2015 as a Additional Director
(Woman Director) of the Company. Mr. Kapil Dutta is the Chairman of the
Committee. The terms of reference of the Audit Committee have been laid
down by the Board at its meeting constituting the committee, held on
26.05.2015.
NOMINATION AND REMUNERATION COMMITTEE
Composition of the Committee and category of Directors as decided by
the Board of Directors.
MrVipin Bali - Chaiman - Independent Director
Mr. Kapil Dutta - Member - Independent Director
Mr.V.K.Batra - Member - Independent Director
STAKEHOLDERS RELATIONSHIP COMMITTEE
Composition of the Committee and category of Directors as decided by
the Board of Directors.
Mr.V.K.Batra - Chairman - Independent Director
MrVipin Bali - Member - Independent Director
Mr. Kapil Dutta - Member - Independent Director
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
Fraud-free and corruption-free work culture has been the core of the
Company' functioning. In view of the potential risk of fraud and
corruption due to rapid growth and geographical spread of operations,
the company has put even greater emphasis to address this risk.
To meet this objective a Whistle Blower Policy has been laid down. The
same policy as approved by the Board was uploaded on the Company's
website www.uliMtd.com.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. There were no
complaint received from any employee during the financial year 2014-15
and hence no complaint is outstanding as an 31.3.2015 for compliance.
CONSERVATION OF ENERGY
The Company does not belong to the category of power intensive
industries and hence consumption of power is not significant. However,
the management is aware of the importance of conservation of energy and
also reviews from time to time the measures taken/ to be taken for
reduction of consumption of energy.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Total foreign exchange earned : Rs. Nil
Total Foreign exchange used : Rs. Nil
PARTICULARS OF EMPLOYEES
None of the Employees of the Company was in receipt of remuneration,
which was more than the limits as prescribed under Section 197(12) of
the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014 and hence no
particulars are required to be disclosed in this Report.
Threats, Risk & Concerns
On exports front, there are both positive and negative factors.
Positive factors include the weak currency and decreasing cost
competitiveness of China that are likely to give positive impetus to
the Indian exports.At the same time, factors like slowdown and
uncertainty in the global markets, volatile foreign exchange rates and
increase in cotton and yarn prices are likely to negatively affect
growth and profitability for the textile exports. Interest expenses are
part of the finance costs, therefore any major upward fluctuations in
the Interest rates leads to increase in the cost of debt of the
Company. The interest rate risks are mitigated to an extent through
fixed interest rates on the non convertible debentures.
The biggest challenge facing the Indian textile industry is competition
from the other low cost neighbouring countries which attract more
business from the international market because of lower production
costs, ease in doing business and easier trade routes, according to an
industry expert.
Research & Development (R&D)
Your Company continues to derive sustainable benefit from the strong
foundation and long tradition of Research & Development (R&D), which
differentiates it from many others. New products, processes and
benefits flow from work done by he team of in house designers . This
allows us to enhance quality, productivity and customer satisfaction
through continuous innovation. In order to successfully carve a niche
of our own we need to develop a vital competitive edge in the design
development to stay ahead of the competition.
Human Resource Development /Industrial Relation
Human resource is the biggest asset of the Company and it remains one
of the core focus areas of the Company.The Management of the Company
lays special emphasis on the welfare of its employees and training,
welfare and safety measures are undertaken on a regular basis. The
Company has a well qualified and experienced team of professionals with
a dedicated human resource department, which is competent to deliver
when needed. The Company aims to provide a congenial work environment
that respects individuals and encourages professional growth,
innovation and superior performance. In the years, we have transformed
our structure to enable us to move faster, innovate better . This
initiative has assisted in achieving operating efficiencies and
resulted in enhancing overall productivity levels within the company.
Environment .Occupational Health & Safety
Company's Environment, Health & Safety (EHS) strategies are directed
towards achieving the greenest and safest operations by optimising
natural resource usage and providing a safe and healthy workplace.
Systemic and structured efforts continue to be made towards natural
resource conservation by continuously improving resource-use
efficiencies.
As we continue to bring about energy efficiencies in our operations, we
also strive to substitute our energy consumptions with increased
component of renewable energy. The Plant of the Company is eco-friendly
and do not generate any harmful effluents. Safety devices have been
installed wherever necessary.
Risk Management System
Management of the Company maintains adequate internal control system
which is designed to provide reasonable assurance that assets are
safeguarded and transactions are rightly executed and recorded in
accordance with management authorization and accounting policies. All
the records are adequately maintained for preparation of financial
statements and other financial information. Apart from internal
controls, the Company also audits the efficiency and security of its
operations, its information technologies and data, in accordance with
the global standards.
Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing
basis
Acknowledgement:
Your Directors are pleased to place on record their sincere gratitude
to the Government, Financial Institutions, Bankers and Business
Constituents for their continued and valuable co-operation and support
to the Company. They also take this opportunity to express their deep
appreciation for the devoted and sincere services rendered by the
employees at all levels of the operations of the Company during the
year.
For and on Behalf of Board
Sd/-
Date: 13 August, 2015 (Anil Kumar Khanna)
Place: New Delhi (Anil Kumar Khanna)
Chairman
DIN: 00207839
Mar 31, 2014
Dear Members,
The Directors are pleased to present their Annual Report on the working
of the Company for the period from 1st April, 2013 to 31st March, 2014
with audited statements of accounts :-
FINANCIAL RESULTS
Financial results of the Company for the year ended 31st March 2014 are
as follows:
(Rs.in Lacs)
Particulars Year ended Year ended
31.03.2014 31.03.2013
Total Income 41.46 17.18
Operating Expenses 10.02 7.45
Profit before Finance Cost,
Depreciation & Amortisation Exp. 31.45 9.73
Depreciation & Amortization Expenses 20.54 20.54
Financial Expenses 25.74 27.38
Loss BeforeTax (14.83) (38.19)
Provision forTax 0.00 0.00
Loss afterTax (14.83) (38.19)
Balance Brought Forward (91.50) (53.31)
Balance Carried forward (106.34) (91.50)
PERFORMANCE REVIEW
During the year, the turnover increased from Rs.17.18 Lacs to Rs. 41.46
Lacs and the profit before Finance Cost, Depreciation and Amortisation
Expenses also increased from Rs. 9.73 lacs to Rs.31.45 Lacs. The
Company incurred loss during the year of Rs.(14.83) Lacs.
DIVIDEND
With a view to strengthen the financial position of the Company in
future, yours Director''s have decided not to declared any dividend for
the period under review.
DEPOSITS
Total public deposits received by the Company as per the section 58A &
58 AA of the Companies Act, 1956 read with the Companies (Acceptance of
Deposits) Rules, 1975 as on 31st March 2014 were Rs.11,125,000.
DEMATERILISATION OF SHARES
The shares in the Company are under compulsory dematerialized
trading.The Company''s ISIN No. is INE357P0I0I4. COMPLIANCE UNDER THE
COMPANIES ACT, 2013 AND ADDITIONAL SEBI STIPULATIONS
The Companies Act 2013 came into force substantially from I April 2014.
Also, SEBI in its master circular dated 17 April 2014 notified
additional requirements on corporate governance which will be effective
from 1 October 2014. The Act and the SEBI Stipulations set the tone for
a more modern legislation which enables growth, greater regulation and
self governance of India''s corporate sector. The Act and SEBI''s
requirements are expected to improve corporate governance norms,
enhance the accountability and protect the interests of investors,
particularly small ones.
These requirements substantially increase the compliance requirements
for companies. The Company is taking all the necessary steps to be
compliant with the Act within the time stipulated.
REPORT ON CORPORATE GOVERNANCE
The Company endeavors to attain highest values of Corporate
Standards.The Company has adhered to the requirements set out by the
Securities and Exchange Board of India''s Corporate Governance practices
and has implemented all the stipulations prescribed, in the Clause 49
of the Listing Agreement with Stock Exchanges. The Report on Corporate
Governance as stipulated under Clause 49 of the Listing Agreement forms
part of this Annual Report.
A requisite certificate from the Statutory Auditors of the Company, M/s
J.P. Chawla & Co., Chartered Accountants, confirming compliance with
the conditions of Corporate Governance as stipulated under the
aforesaid clause 49, is attached to the Corporate Governance Report.
DIRECTORS
The Board comprises of 4 Directors, namely:-
Mr. Anil Kumar Khanna who is the Managing Director and Chairman,
Mr.V.K.Batra, Mr.Vipin Bali and Mr. Kapil Dutta who are the Independent
Directors.
DIRECTORS'' RESPONSIBILITY STATEMENT
In pursuance of Sec. 134 of the Companies Act, 2013 with respect to
Directors'' Responsibility Statement, it is hereby confirmed:
(i) That in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) That 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 and of the
profit or loss of the company for that period;
(iii) That 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;
(iv) That the directors had prepared the annual accounts on a going
concern basis.
(v) They have laid down internal financial controls to be followed by
the company and that such internal financial controls are adequate and
were operating effectively.
(vi) They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
INTERNAL AUDITORS
At the last meeting of Board of Directors held on 13th August, 2014, R
R CA & Co, Chartered Accountants were appointed as the Internal Auditor
to conduct Internal Audit as per section 138 of Companies Act, 2013.The
terms of reference were decided by the Board.
COMPANY SECRETARY:
Ms. Shipra Chugh, Company Secretary and Compliance Officer has been
appointed w.ef 18th June, 2014 by the Board of Directors as Company
Secretary and Compliance Officer of the Company.
AUDIT COMMITTEE
Brief description of terms of reference
The role and the powers of the audit Committee are as per the
guidelines set out in the Listing Agreement with the Stock
Exchanges.The committee also acts as a link between the auditors and
the Board of Directors.The Committee meets the auditors periodically
and reviews the quarterly/ half-yearly and annual financial statements
and discusses their findings and suggestions and seeks clarifications
thereon.
Composition of the Committee and category of Directors
Mr. Kapil Dutta - Chairman - Independent Director
MrVipin Bali - Member - Independent Director
Mr.Anil Kumar Khanna - Member
NOMINATION AND REMUNERATION COMMITTEE
Composition of the Committee and category of Directors as decided by
the Board of Directors.
MrVipin Bali - Chaiman - Independent Director
Mr. Kapil Dutta - Member - Independent Director
Mr.V.K. Batra - Member - Independent Director
STAKEHOLDERS RELATIONSHIP COMMITTEE
Composition of the Committee and category of Directors as decided by
the Board of Directors.
Mr.V.K. Batra - Chairman
MrVipin Bali - Member- Independent Director
Mr. Kapil Dutta - Member- Independent Director
Ms. Shipra Chugh - Convenor
CONSERVATION OF ENERGY
The Company does not belong to the category of power intensive
industries and hence consumption of power is not significant. However,
the management is aware of the importance of conservation of energy and
also reviews from time to time the measures taken/ to be taken for
reduction of consumption of energy.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Total foreign exchange earned : Rs. Nil
Total Foreign exchange used : Rs. Nil
PARTICULARS OF EMPLOYEES
None of the Employees of the Company was in receipt of remuneration,
which was more than the limits as prescribed under Section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975 and hence no particulars are required to be
disclosed in this Report.
STATUTORY AUDITORS
M/s. J.P Chawla & Company, Chartered Accountants, Statutory Auditors of
the Company, holds office until the conclusion of the forthcomingAnnual
General Meeting and being eligible offer themselves for re-appointment.
As required under Section 139 of the Companies Act, 2013, the Company
has obtained a written consent from M/s J.P. Chawla & Co, for their
re-appointment , to hold office from the conclusion of this Annual
General Meeting till the conclusion of the Annual General Meeting of
the Company to be held for the financial year 2016-17 (subject to the
ratification by shareholders at every Annual General Meeting held
hereafter), at such remuneration as may be mutually agreed between
Board of the Directors of the Company and Auditors.
The Observations of the Statutory Auditors in their report read
together with the Notes on Accounts are self explanatory and therefore,
do not call for any further explanation.
ACKNOWLEDGEMENTS
Yours Directors take the opportunity to express their gratitude for the
assistance and continued cooperation extended by Banks, Depositors and
Customers.Your Directors also wish to thank the shareholders for their
confidence in the Company and express their deep appreciation for the
devoted and sincere services rendered by all the employees of the
Company at all levels.
For & on the Behalf of Board Director
Sd/-
Date: 13th August, 2014 (Anil Kumar Khanna)
Place: New Delhi Chairman
Mar 31, 2013
The Board of Directors present the 29th Annual Report together with the
audited accounts of the Company for the year ended on 31st March 2013.
FINANCIAL RESULTS
Financial results of the Company for the year ended 31st March 2013 are
as follows:
(Rs.in Lacs)
Particulars Year ended Year ended
31.03.2013 31.03.2012
Total Income 17.18 31.11
Operating Expenses 7.45 8.05
Profit before Finance Cost,
Depreciation & Amortisation Exp. 9.73 23.06
Depreciation & Amortisation Expenses 20.54 21.40
Financial Expenses 27.38 27.31
Loss Before Tax (38.19) (25.65)
Provision for Tax 0.00 0.00
Loss after Tax (38.19) (25.65)
Balance Brought Forward (53.31) (27.66)
Balance Carried forward (91.50) (53.31)
OPERATIONS
During the year, the turnover decreased from Rs.31.11 Lac to Rs.17.18
Lac and the profit before Finance Cost, Depreciation and Amortisation
Expenses also decreased from Rs.23.06 lac to Rs.9.73 Lac. The Company
incurred cash loss during the year Rs.38.19 Lac.
DIVIDEND
The company has not declared any dividend this year.
DEPOSITS
Total public deposits as on 31st March 2013 were Rs.117.68.
DEPOSITORY SYSTEM
This is to inform all the Customers that very soon the shares of your
company will be traded in de-mat form . Our Company has received the
Number ISIN No.INE357P01014 from Central Depository Services (India)
Ltd. We request all the Shareholders to start availing the service .
We assure you of the best service and cooperation ..
MANAGEMENT DISCUSSION & ANALYSIS INDUSTRY SCENARIO
Currently, the company is only undertaking the activity of leasing of
its movable / immovable assets.
OPERATIONS
The Company continues to put its assets to suitable alternate use so
that these dot not lie idle.
THREATS, RISK AND CONCERNS
The Indian Industrial scenario continues to put pressure on the
operational efficiency of the company. The Company continues to put
efforts towards cost reduction and operational efficiency.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Company has implemented proper and adequate internal Control systems
based on the clearly defined roles and responsibilities across all
Levels. The Company regularly monitors the compliance of laid down
standards at all levels.
DIRECTORS
Mr.Kapil Dutta, Director of the Company, retires at the ensuing Annual
General Meeting, pursuant to clause 108 of the Articles of the
Association of the Company and being eligible offers himself for
re-appointment.
DIRECTORS'' RESPONSIBILITY STATEMENT
In pursuance of Sec. 217 (2AA) of the Companies Act, 1956, with respect
to Directors'' Responsibility Statement, it is hereby confirmed:
(i) That in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) That 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 and of the
profit or loss of the company for that period;
(iii) That 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;
(iv) That the directors had prepared the annual accounts on a going
concern basis.
CONSERVATION OF ENERGY
The Company does not belong to the category of power intensive
industries and hence consumption of power is not significant. However,
the management is aware of the importance of conservation of energy and
also reviews from time to time the measures taken/ to be taken for
reduction of consumption of energy.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Total foreign exchange earned : Rs. Nil
Total Foreign exchange used : Rs. Nil
PARTICULARS OF EMPLOYEES
The Company had no employee during the financial year under review
whose particulars are required to be given under section 217(2A) of the
Companies Act, 1956.
AUDITORS
M/s. J.P. Chawla & Company, Chartered Accountants, Statutory Auditors
of the Company, hold office until the conclusion of the forthcoming
Annual General Meeting and being eligible offer themselves for
re-appointment.
ACKNOWLEDGEMENTS
Yours Directors take the opportunity to express their gratitude for the
assistance and continued cooperation extended by Banks, Depositors and
Customers. Your Directors also wish to thank the shareholders for their
confidence in the Company and express their deep appreciation for the
devoted and sincere services rendered by all the employees of the
Company at all levels.
For and Behalf of Board
Sd/-
Date : 13th August, 2013 (Anil Kumar Khanna)
Place: New Delhi Chairman
Mar 31, 2011
Dear Members,
The Board of Directors present the 27th Annual Report together with the
Audited accounts of the Company for the year ended on 3lst March,2011.
FINANCIAL RESULTS
Financial results of the Company for the year ended 31st March2011 are
as follows:
(Rs.in Lacs)
Particulars Current Year Current Year
ended ended
31.03.2011 31.03.2010
Total Income 36.11 41.77
Operating Expenses 5.67 3.34
Profit before Interest, Depreciation
& Tax 30.44 38.42
Financial Expenses 26.81 28.39
Profit before Depreciation & Tax 3.63 10.03
Depreciation & Other Non cash charges 20.90 20.41
Profit Before Tax (17.28) (10.38)
Provision for Tax 0.00 0.00
Profit after Tax (17.28) (10.38)
Balance Brought Forward (10.38) (7.54)
Balance Carried forward (27.66) (17.92)
OPERATIONS
During the year, the turnover decreased from Rs.41.77 lac to Rs.36.11
Lac and the profit before interest, depreciation and tax also decreased
from Rs.38.42 lac to Rs.30.44 Lac.The company earned cash profit this
year of Rs.3.63 Lac against a profit of Rs. 10.03 Lac previous year.
DIVIDEND
Company has not declared any dividend this year.
DEPOSITS
Total public deposits as on 31st March, 2011 were Rs.128.78 lacs.
MANAGEMENT DISCUSSION & ANALYSIS
INDUSTRY SCENARIO
Currently, the company is only undertaking the activity of leasing of
its movable/ immovable assets.
OPERATIONS
The company continues to put its assets to suitable alternate use so
that these do not lie idle.
THREATS, RISK AND CONCERNS
The Indian industrial scenario continues to put pressure on the
operational efficiency' of the company.The company continues to put
efforts towards cost reduction and operational efficiency.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Company has implemented proper and adequate internal Control systems
based on the clearly defined roles and responsibilities across all
Levels.The company regularly monitors the compliance of laid down
standards both at the divisional and corporate level that form the
foundation of Internal control process.
DIRECTORS
Mr. Virendra Kumar Batra and Mr.Vipin Bali .Director of the Company,
retires at the ensuing Annual General Meeting, pursuant to clause 108
of the Articles of the Association of the Company and being eligible
offers himself for re-appointment.
DIRECTORS' RESPONSIBILITY STATEMENT
In pursuance of Sec. 217 (2AA) of the Companies Act, 1956, with respect
to Directors' Responsibility Statement, it is hereby confirmed:
(i) That in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) That 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 and of the
profit or loss of the company for that period;
(iii) That 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;
(iv) That the directors had prepared the annual accounts on a going
concern basis.
CONSERVATION OF ENERGY
The Company does not belong to the category of power intensive
industries and hence consumption of power is not significant However,
the management is aware of the importance of conservation of energy and
also reviews from time to time the measures taken/to be taken for
reduction of consumption of energy.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Total foreign exchange earned Rs. Nil
Total Foreign exchange used Rs. Nil
PARTICULARS OF EMPLOYEES
The company had no employee during the financial year under review
whose particulars are required to be given under section 217(2A) of the
Companies Act, 1956.
AUDITORS
Varad Khanna, Chartered Accountants, Auditors.of the company, retire at
the conclusion of the forthcoming Annual General Meeting and being
eligible offer themselves for re-appointment.
ACKNOWLEDGEMENTS
Yours Directors take the opportunity to express their gratitude for the
assistance and continued cooperation extended by Banks, Depositors and
Customers.Your Directors also wish to thank the shareholders for their
confidence in the Company and express their deep appreciation for the
devoted and sincere services rendered by all the employees of the
Company at all levels.
For and on Behalf of Board
Sd/-
(Anil Kumar Khanna)
Chairman
Date : 27/05/2011
Place : New Delhi
Mar 31, 2010
The Board of Directors present the 26th Annual Report together with
the Audited Accounts of the Company for the year ended on 31st March
2010.
FINANCIAL RESULTS
Financial results of the Company for the year ended 31st March 2010 are
as follows:
(Rs. Lacs)
Particulars Year ended Year ended
31.03.2010 31.03.2009
Total Income 41.77 38.49
Operating Expenses 3.34 5.87
Profit before Interest,
Depreciation & Tax 38.42 32.62
Financial Expenses 28.39 25.71
Profit before Depreciation & Tax 10.03 6.91
Depreciation & Other Non cash charges 20.41 21.03
Profit Before Tax (10.38) (14.13)
Provision for Tax 0.00 0.25
Profit after Tax (10.38) (14.38)
Balance Brought Forward , (7-54) 6.83
Balance Carried forward (17.92) (7.54)
OPERATIONS
During the year, the turnover increased from Rs.38.49 lac to Rs.41.77
Lac and the profit before interest, depreciation and tax also increased
from Rs.32.62 lac to Rs.38.42 Lac.The company earned cash profit this
year of Rs. 10.03 Lac against a profit of Rs.6.91 Lac last year.The
company still suffered a lower loss after tax of Rs. 10.38 lac against
a loss of Rs. 14.38 Lac last year.
DIVIDEND
Company has not declared any dividend this year.
DEPOSITS
Total public deposits as on 31st March 2010 were Rs. 131.28 lacs.
MANAGEMENT DISCUSSION & ANALYSIS
INDUSTRY SCENARIO
Currently, the company is only undertaking the activity of leasing of
its movable/ immovable assets.
OPERATIONS
The company continues to put its assets to suitable alternate use so
that these do not lie idle.
THREATS, RISK AND CONCERNS
The Indian industrial scenario continues to put pressure on the
operational efficiency of the company.The company continues to put
efforts towards cost reduction and operational efficiency.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Company has implemented proper and adequate internal Control systems
based on the clearly defined roles and responsibilities across all
Levels.The company regularly monitors the compliance of laid down
standards both at the divisional and corporate level that form the
foundation of Internal control process.
DIRECTORS
Mr. Kapil Dutta, Director of the Company, retires at the ensuingAnnual
General Meeting, pursuant to clause 108 of the Articles of the
Association of the Company and being eligible offers himself for
re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT
In pursuance of Sec. 217 (2AA) of the Companies Act, 1956, with respect
to Directors Responsibility Statement, it is hereby confirmed:
(i) That in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) That 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 and of the
profit or loss of the company for that period;
(iii) That 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;
(iv) That the directors had prepared the annual accounts on a going
concern basis.
CONSERVATION OF ENERGY
The Company does not belong to the category of power intensive
industries and hence consumption of power is not significant. However,
the management is aware of the importance of conservation of energy and
also reviews from time to time the measures taken/ to b.e taken for
reduction of consumption of energy.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Total Foreign exchange earned : Rs.Nil
Total Foreign exchange used : Rs. Nil
PARTICULARS OF EMPLOYEES
The company had no employee during the financial year under review
whose particulars are required to be given under section 217(2A) of the
CompaniesAct, 1956.
AUDITORS
To appointAuditors to hold office from the conclusion of thisAnnual
General Meeting until the conclusion of nextAnnual Meeting and to fix
their remuneration. M/sVarad Khanna, Chartered Accountants, E-170,2nd
Floor, Greater Kailash, Part-ll, New Delhi 110 048 offer themselves for
appointment, in place of retiring Auditors M/s R.S.Ahuja & Co.,
Chartered Accountants, C-353, Defense Colony, New Delhi-110024 who have
submitted their resignation.
ACKNOWLEDGEMENTS
Yours Directors take the opportunity to express their gratitude for the
assistance and continued cooperation extended by Banks, Depositors and
Customers.Your Directors also wish to thank the shareholders for their
confidence in the Company and express their deep appreciation for the
devoted and sincere services rendered by all the employees of the
Company at all levels.
For and Behalf of Board
Sd/-
Date : 27/05/2010 (Anil Kumar Khanna)
Place: New Delhi Chairman
Mar 31, 2005
The Board of directors present the 21 st Annual Report together with
the Audited accounts of the Company for the year ended on 31 st March,
2005.
FINANCIAL RESULTS
The financial results of the Company for the year ended 31 st March,
2005 are as follows:
Particulars Current Year ended Previous Year ended
31.03.05
(Rs. in lacs) 31.03.04
(Rs. In lacs)
Total Income 172.72 135.08
Operating Expenses 105.43 69.93
Profit before Interest
Depreciation & Tax 67.29 65.15
Financial Expenses 41.20 41.82
Profit before Depreciation & Tax 26.09 23.33
Depreciation 21.74 21.74
Provision for Taxation 0.34 0.12
Profit after Tax 4.01 1.47
Balance Brought Forward 44.38 92.91
Prior Period Adjustment Nil 50.00
Balance Carried forward 48.39 44.38
OPERATIONS
During the year the company made a Cash Profit of Rs. 26.09 lacs and
Net Profit after depreciation of Rs. 4.01 lacs. After setdement of
liabilities of all Bankers and Financial Institutions, the company is
now going through a process of consolidation and will take up further
expansion ofbusiness after due consideration.
DIVIDEND
Company has not declared any dividend this year.
DEPOSITS
Total public deposits as on 31 st March 2005 were Rs. 168.13 lacs.
DIRECTORS
Col. D. P.Khanna (Retd.), Director of the company, retires at the
ensuing Annual general Meeting, pursuant to clause 108 of the Articles
of association of the Company and being eligible offers himself for
re-appointment
Col. R.M. Sharma (Retd) and Mr. Kapil Dutta, who were appointed by the
Board of Directors as Additional Directors of the Company with effect
from 25th May 200S,retires at the ensuingAnnual general Meetingof the
Company under Section 260 of the CompaniesAct 1956, but is eligible for
re-appointment
DIRECTORS RESPONSIBILITY STATEMENT
In pursuance of Sec. 217 (2AA) of the Companies Act 1956, with respect
to Directors Responsibility Statement, it is hereby confirmed:
(i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) that 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 and of the
profit or loss of the company for that period;
(iii)that the directors tad 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;
(iv) that the directors had prepared the annual accounts on a going
concern basi s.
CONSERVATION OF ENERGY
The Company does not belong to the category of power intensive
industries and hence consumption of power is not significant. However,
the management is aware of the importance of conservation of energy and
also reviews from time to time the measures taken /to be taken for
reduction of consumption of energy.
TECHNOLOGY ABSORPTION
The company is running successfully its embroidery unit in Gurgaon
comprising 2 computerised, high quality embroidery machines purchased
from Saurer, Switzerland.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Total foreign exchange earned Rs. 29,57,436/-
Total Foreign exchange used Rs. Nil
PARTICULARS OF EMPLOYEES
The company had no employee during the financial year under review
whose particulars are required to be given under section 2l7(2A)ofthe
CompaniesAct, 1956.
AUDITORS
M/s R.SAhuja & Co. CharteredAccountants,Auditors of the company, retire
at the conclusion of the forthcoming Annual General Meeting and being
eligible offer themselves for re-appointment
ACKNOWLEDGEMENTS
Yours Directors take the opportunity to express their gratitude for the
assistance and continued cooperation extended by Banks, Depositors and
Customers. Your Directors also wish to thank the shareholders for their
confidence in the Company and express their deep appreciation for the
devoted and sincere services rendered by all the employees of the
Company at all levels.
Place: New Delhi ON BEHALF OF THE BOARD
Date : 25/05/2005 (Anoop K. Khanna)
Managing Director
(Anil K. Khanna)
Director
(Col. D. P. Khanna)
Director
Mar 31, 2004
The Board of directors present the 20th Annual Report together with the
Audited accounts of the Company for the year ended on 31st March, 2004.
FINANCIAL RESULTS
The financial results of the Company for the year ended 31st March,
2004 are as follows:
Particulars Current Year ended Previous Year ended
31.03.04 (Rs. in lacs) 31.03.03 (Rs. in lacs)
Total Income 135.08 266.68
Operating Expenses 69.93 151.60
Profit before Interest,
Depreciation & Tax 65.15 115.08
Financial Expenses 41.82 41.35
Profit before Depreciation
& Tax 23.33 73.73
Depreciation 21.74 69.09
Provision for Taxation 0.12 0.35
Profit after Tax 1.47 4.29
Balance Brought Forward 92.91 88.62
Prior Period Adjustment 50.00 Nil
Balance Carried forward 44.38 92.91
OPERATIONS
After the budget 2003 when small weavers were also included in the
Cenvat chain of production, the textile activity in respect of
production of grey fabric was disturbed for the first 4 months of the
year. The impact of the changes continued during the entire financial
year. As a result, the company made a Cash Profit of Rs.23.33 lacs and
Net Profit after depreciation of Rs.1.59 lacs. After settlement of
liabilities of all Bankers and Financial Institutions, the company is
now going through a process of consolidation and will take up further
expansion of business after due consideration.
DIVIDEND
Company has not declared any dividend this year.
DEPOSITS
Total public deposits as on 31st March 2004 were Rs. 167.74 lacs.
MANAGEMENT DISCUSSION & ANALYSIS
INDUSTRY SCENARIO
The embroidery industry is dependent on the growth of exports of
garments and made ups etc. The embroidery serves as the major value
addition factor for manufacturing garments and made ups. The management
continued to concentrate more on exporters embroidery orders.
OPPORTUNITIES
Since, from the current budget, the textile industry has been exempted
from the excise duty, there is tremendous potential for the growth of
textile industry and for textile embroidery industry also. The textile
industry provides huge employment to the Indian populace and it also
contributes substantial foreign exchange through exports of textile
goods.
Due to Indias extremely rich cultural heritage, it is very convenient
for the designers to select innovative designs from beautiful and
colourful designs used in every day life in India. Oh fabrics front
also India is very strong. Various types of fabrics like georgettes,
Moss crepe, cottons, cotton lycra, jersey etc. are available at good
prices. Further, there is no dearth of requisite talent in India.
There is complete value chain available in India. There is no dearth of
excellent quality of raw materials-fabrics, yarns and other inputs.
Further there are complete processing facilities available right from
fabric processing to making/ finishing the ready made garments and made
ups.
THREATS, RISKS AND CONCERNS
Like other industries, the textile embroidery business is also exposed
to global competition to deliver excellent quality goods at competitive
prices.
OUTLOOK
Our company is gradually strengthening its position in the market and
shall attain better financial results in the years to come. Further,
the management is exercising tight control on costs, to improve upon
bottomlines.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Company has adequate internal control systems commensurate with its
size and nature of business.
DIRECTORS
Mr. R. K. Khanna, Director of the company, retires at the ensuing
Annual general Meeting, pursuant to clause 108 of the Articles of
association of the Company and being eligible offers himself for
re-appointment.
Col. D. P. Khanna, who was appointed by the Board of Directors as
Additional Director of the Company with effect from 18th December 2003
retires at the ensuing Annual general Meeting of the Company under
Section 260 of the Companies Act 1956, but is eligible for
re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT
In pursuance of Sec. 217 (2AA) of the Companies Act, 1956, with respect
to Directors Responsibility Statement, it is hereby confirmed:
(i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) that the directors bad 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;
(iii) that 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;
(iv) that the directors had prepared the annual accounts on a going
concern basis.
AUDIT COMMITTEE
The Audit Committee constituted by the Board of directors consists of
Mr. R. K. Khanna, Mr. Anoop Kumar Khanna & Mr. Anil Kumar Khanna. Mr.
Ft. K. Khanna is the chairman of the committee. The terms of reference
of the Audit Committee have been laid down by the Board at its meeting
constituting the committee, held on 31.01.2003
CONSERVATION OF ENERGY
The Company does not belong to the category of power intensive
industries and hence consumption of power is not significant. However,
the management is aware of the importance of conservation of energy and
also reviews from time to time the measures taken / to be taken for
reduction of consumption of energy.
TECHNOLOGY ABSORPTION
The company is running successfully its embroidery unit in Gurgaon
comprising 2 computerised, high quality embroidery machines purchased
from Saurer, Switzerland.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Total foreign exchange earned : Rs. 14,12,185/-
Total Foreign exchange used : Rs. Nil
PARTICULARS OF EMPLOYEES
The company had no employee during the financial year under review
whose particulars are required to be given under section 217(2A) of the
Companies Act, 1956.
AUDITORS
M/s R. S. Ahuja & Co. Chartered Accountants, Auditors of the company,
retire at the conclusion of the forthcoming Annual General Meeting and
being eligible offer themselves for re-appointment.
ACKNOWLEDGEMENTS
Yours Directors take the opportunity to express their gratitude for the
assistance and continued cooperation extended by Banks, Depositors and
Customers. Your Directors also wish to thank the shareholders for their
confidence in the Company and express their deep appreciation for the
devoted and sincere services rendered by all the employees of the
Company at all levels.
ON BEHALF OF THE BOARD
Sd/-
(R. K. Khanna)
CHAIRMAN
Place : New Delhi
Date : 28/07/2004
Mar 31, 2003
We present the 19th Annual report together with the Audited Accounts of
the Company for the year ended 31st March 2003.
FINANCIAL RESULTS
The financial results of the Company for the year ended 31st March,
2003 are as follows:-
Current Year Previous Year
Ended 31.3.03 ended 31.3.02
Rs. in lacs Rs. in lacs
Total Income 266.68 327.66
Operating Expenses 151.60 116.24
Profit before Interest 115.08 211.42
Depreciation & Tax
Financial Expenses 41.35 64.23
Profit before depreciation &
Taxation 73.73 147.19
Less:
Depreciation 69.09 162.48
Preliminary and Capital issue/
Misc. Expenditure written off Nil 0.89
Provision for taxation 0.35 Nil
Profit after tax 4.29 (16.18)
Balance Brought Forward 88.62 104.80
Proposed Dividend Nil Nil
Balance Carried Forward 92.91 88.62
OPERATIONS
The turnover for the current financial year is Rs. 266.68 lacs as
compared to Rs. 327.66 lacs in the previous year. In fact, the
embroidery turnover has increased from Rs. 96.86 lacs to Rs. 207.83
lacs in the current financial year.
Further, the company earned modest cash profits of Rs. 73.73 lacs , and
net profit of Rs. 4.64 lacs.
We could curtail our costs, and the major expense to sales ratios have
improved as follows, as compared to the previous year :
31.03.2003 31.03.2002
Manufacturing costs to
embroidery turnover 50 % 62 %
Administrative expenses to
embroidery turnover 7 % 32 %
Interest costs to 20% 66 %
embroidery turnover *
** excluding other income
With the continued support of our customers, bankers, depositors and
shareholders, we hope that the company should be able to turn around in
the coming years, and honour its financial commitments to various
stakeholders.
DIVIDEND
The Company is unable to pay dividend this year, since the company has
utilised its cash accruals for repayments of secured loans from Punjab
National Bank.
DEPOSITS
The total public deposits as on 31st March 2003 were Rs.188.15 lacs.
DIRECTORS
Mr. Anil Kumar Khanna, Director of the Company, retires at the ensuing
Annual General Meeting, pursuant to Clause 108 of the Articles of
Association of the Company and being eligible offer himself for
reappointment.
STATUTORY INFORMATION
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Sec.217 (2AA) of the Companies Act, 1956, with respect to
Directors Responsibility Statement, it is hereby confirmed:
(i) that in the preparation of the annual accounts for the financial
year ended 31.3.2003, the applicable accounting standards have been
followed along with proper explanation relating to material departures.
(ii) that the Directors had selected such accounting policies and
applied them consistently and made judgements 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) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(iv) that the Directors had prepared the accounts for the financial
year ended 31.3.2003 on a going concernbasis.
COMPOSITION OF AUDIT COMMITTEE
The Audit Committee constituted by the Board of Directors consists of 3
non-executive directors viz. Mr. R.K Khanna, Mr. Anoop Kumar Khanna &
Mr. Anil Kumar Khanna. Mr. R.K Khanna is the Chairman of the Committee.
The terms of reference of the Audit Committee have been laid down by
the Board at the meeting constituting the Committee, held on 31.1.2003.
AUDITORS
M/s R.S. Ahuja & Co. Chartered Accountants, Auditors of the Company,
retire at the conclusion of the forthcoming Annual General Meeting and
being eligible offer themselves for re-appointment.
PARTICULARS OF EMPLOYEES
The Company had no employee during the year under review whose
particulars are required to be given under Section 217(2A) of the
Companies Act, 1956.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Information as per Section 217(i) (e) read with Companies (Disclosure
of the Particulars in the Report of the Board of
Directors) Rule 1988:
Earnings by way of Exports Nil
Outgo by way of import of machinery Nil
Outgo by way of the Travelling Expenses Nil
CONSERVATION OF ENERGY
Your industry is not power intensive one, but wherever possible,
necessary conservation measures have been taken.
TECHNOLOGY ABSORPTION
The Company is successfully running its embroidery unit in Gurgaon
comprising 2 computerized, high quality Embroidery Machines purchased
from Saurer, Switzerland.
ACKNOWLEDGEMENTS
The Directors thanks and acknowledge the sustained help and support
received by the Company from Banks, Depositors, and the Customers. The
Directors place on record their appreciation for the dedicated services
and contribution provided by the employees of the Company.
For & on Behalf of the Board
Sd/-
R.K. KHANNA
Chairman
Place: New Delhi
Date : 26th June 2003
Mar 31, 2002
The Directors present the 18th Annual Report together with the Audited
Accounts of the Company for the year ended 31st March, 2002.
FINANCIAL RESULTS
The financial results of the Company for the year ended 31st March,
2002 are as follows:-
Current Year Previous Year
ended 31.3.2002 ended 31.3.2001
Rs. in lacs Rs. in lacs
Operating Income 96.86 198.16
Operating expenses 180.47 173.96
Operating Profit/Loss (83.61) 24.20
Other income 230.80* 38.13
(*including writeback of loans)
Profit before non cash charges
& Taxation 147.19 62.33
Less : Depreciation 162.48 31.87
Misc. Expenditure written off 0.89 0.89
Profit before tax (16.18) 29.57
Less : Provision for taxation NIL 0.31
Profit after tax (16.18) 29.26
Add : Profit Brought Forward 104.80 100.54
Less: Prior Period Adjustment NIL 25.00
Profit available for appropriation 88.62 104.80
Appropriations:
General Reserve NIL NIL
Balance C/f 88.62 104.80
OPERATIONS
The sales turnover of the company tor the last fiscal was Rs.96.86
lacs, besides write back of Rs. 177.18 lacs in respect of secured
loans. Obviously, the sales turnover of Rs.96.86 lacs, was considerably
less than the previous year, which was Rs. 236.29 lacs.
For the last one year, the management had requested the bankers and
financial institutions, to settle the dues against various loans,
because the companys financial position is very weak and fragile, and
it cannot continue to pay the high interest costs and honour the
repayments as per the banks / Fls sanction terms. Moreover, the
company has to repay its public deposits and other loans worth
Rs.361.18 lacs besides bank loans, while the company has incurred a net
loss of Rs. 16.18 lacs.
As our members are aware, since 1998-99, the main business of the
company is textile embroidery, besides recovering the old outstanding
dues of lease and hire customers.
Lease & Hire Purchase Division
In almost all the lease and hire purchase cases, the agreement tenure
has expired and there is no accrual of rental income. As such, there
remained a net block of lease assets worth Rs. 255 lacs, where no lease
rentals are accruing, and hence, these assets are of no value.
In almost all these lease and hire cases, the company had to file suits
for recovery of the dues/repossession of the assets, but the legal
process in our country is very long drawn and it is very difficult to
even execute the legal decrees, owing to various technical reasons. Due
to all these constraints, the company cannot recover anything from
these sticky/long outstanding lessees/ hirers.
it is an open secret that, in 1998, with the increasing entry of Banks
and Fls into the financial services industry, the profit margins were
sliding and undoubtedly, small companies like ours could not compete
with them, because huge cash resources were at their disposal. We had
to stop the leasing and hire purchase business and to surrender the
companys NBFC status, and the company has not undertaken any fresh
lease/ hire business at all since then.
All our members are aware that for the last decade, the financial
services industry is regulated and controlled by the NBFC arms of the
Banks and Financial institutions, which is because, their cost of funds
is very low, as compared to the cost of our borrowings from Banks and
Financial Institutions, obtained for financing lease and hire purchase
business.
Naturally, small NBFCs like us could not have survived the competition
and would have been compelled to close the entire business.
Textile Division
In the last annual report, we had apprised our members about the global
textile recession.
This recessionary trend in the textile industry began world wide in
1999 and shall take a few years to recover. The Indian Textile Industry
was worst hit because its share in the global trade is minimal and even
these exports diminished to a large extent. Many textile units had to
operate on less than half of their installed plant capacity.
As a result, not only the prices of the finished textile products, but
prices of textile machinery also fell by 30% to 40% internationally.
The Government of India recognised the urgent need to support the
ailing textile industry and introduced Technology Upgradation Fund
Scheme, whereby textile units were given 5% interest concession on all
new / expansion projects set up after 1.4.1999. Benefits by reduction
of import duty from 45% to 27% were also given to the new textile
units.
These measures were taken by the Government to help the textile
industry in reducing its interest cost and to make them competitive
globally.
Unfortunately, and beyond the control of the management, the company
did not get any of these benefits, as its project was established
before 1998. Owing to all these market constraints and Government
regulations, the company is not
able to compete with the new units who have imported high quality /
sophisticated embroidery machines at far lower prices (by 30% to 40% ),
and paid 20% lower customs duties, and enjoyed 5% interest subsidy on
their bank loans for capital outlay and thus bearing only 8-9% interest
(whereas our loans carried 18% - 20% interest).
Due to the economic recession and lower capital cost and lower interest
cost of new textile projects, the sale prices of embroidered fabric
(both exports & domestic markets) fell very drastically in 2001 & 2002
and as a result, our company suffered cash loss in the last fiscal.
DIVIDEND
The management has not considered payment of dividend for this year
since company has incurred losses.
DEPOSITS
The total public deposits as on 31st March, 2002 were Rs.172 lacs.
DIRECTORS
Mr. R.K. Khanna, Director of the Company, retire at the ensuing Annual
General Meeting and being eligible offer himself for reappointment.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Sec.217(2AA) of the Companies Act, 1956, with respect to
Directors Responsibility Statement, it is hereby confirmed :
(i) that in the preparation of these annual accounts for the financial
year ended 31.3.2002, the applicable accounting
standards have been followed along with proper explanation relating to
material departures.
(ii) that 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 and of the
profit or loss of the company for the year under review.
(iii) that the Directors had taken proper and sufficient care for the
maintainence of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing & detecting fraud & other irregularities; ,
(iv) that the directors had prepared the accounts for the financial
year ended 31.3.2002 on a going concern basis.
PARTICULARS OF EMPLOYEES
The Company had no employee during the year under review whose
particulars are required to be given under Section 217(2A) of the
Companies Act, 1956.
AUDITORS
M/s.R.S. Ahuja & Co., Auditors of the Company, retire at the conclusion
of the forthcoming Annual General Meeting and being eligible offer
themselves for re-appointment.
AUDfTORS REPORT
Observations made by the Auditors in their Report are dealt with in the
notes to the accounts at appropriate places and being self-explanatory,
no further clarification is required.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Information as per Section 217(i) (e) read with Companies (Disclosure
of particulars in the Report of Board of Directors) Rule 1988:
Foreign Exchange Earnings - Rs.8.89 lacs
Outflow in foreign exchange - NIL
CONSERVATION OF ENERGY
Your industry is not a power intensive one, but wherever possible,
necessary conservation measures have been taken.
TECHNOLOGY ABSORPTION
The Company has not imported any technology during the year.
ACKNOWLEDGEMENTS
The Directors wish to express their appreciation for the contribution
made by the employees to the successful operations of the Company
during the year.
The Directors also wish to sincerely thank the Financial Institutions,
Banks, Depositors, Shareholders and Customers for their continuous and
valuable support.
On Behalf Of The Board
Sd-
R.K. KHANNA
Chairman
PLACE : New Delhi
DATE : July 29, 2002
Mar 31, 2001
The Directors have great pleasure in presenting the 17th Annual Report
together with the Audited Accounts of the Company for the year ended
31st March, 2001.
FINANCIAL RESULTS
The financial results of the Company for the year ended 31st March,
2001 are as foliows:-
Current Year Previous Year
ended 31.3.01 ended 31.3.00
Rs. in lacs Rs. in lacs
Total Income 236.29 381.54
Profit before depreciation &
Taxation 62.33 118.00
Less:
Depreciation 31.87 85.25
Misc. Expenditure written off 0.89 0.89
Profit before tax 29.57 31.86
Less : Provision for taxation 0.31 Nil
Profit after tax 29.26 31.86
Add: Profit brought forward 100.54 93.63
Less: Prior period adjustment 25.00 25.00
Profit available for appropriation 104.80 100.54
Appropriations :
Proposed Dividend Nil Nil
General Reserve Nil Nil
Balance Carried Forward 104.80 100.54
AUDITORS REPORT
Observations made by the Auditiors.in their Report are dealt with in
the notes to the accounts at apropriate places and being
self-explanatory, no further clarification is required.
OPERATIONS
The turnover for the current financial year is Rs.236.29 lacs as
compared to Rs.381.54 lacs in the previous year. The turnover has
fallen due to the overall industrial slowdown during the last fiscal
2000-01, which continues in the current year also.
The exports by the textile / garment industry, have suffered a major
decline, since the exports to USA have declined significantly.
Moreover, in the last budget, the Governement of India had phased out
the income tax benefits under Section 80 HHC of the Income Tax Act,
1961 to exporters (other than units iocated in EOU / EPZs), which has
further dampened the export momentum.
Moreover, the new units joining the industry, enjoy sizeable cost
advantages, since the Government of India has extended certain
incentives to NEW textile units, but these benefits are available to
NEW / expanding units only, who have purchased plant & machinery in the
recent past or who are purchasing capital goods now.
The Government of India had introduced the Technology Upgradation Fund
Scheme for the Textile Industry, which enabled the new units which buy
textile machinery, to avail the 5% interest concession against the
interest paid on term loans taken from banks/ financial institutions
for import of capital equipment and complete project implementation.
This 5% interest concession substantially adds to the profitability of
new units, because it covers almost the entire capital costs for the
project.
Further, Embroidery Machine prices have lowered by 20-25% due to the
market demand and Government of India has lowered the customs duties on
import of capital goods from erstwhile 45% to 27% i.e. a decrease of
18%, and owing to all these factors, we shall have to gear up to face
stronger competition.
The market competition is intense owing to these cost- factors and
demand needs a major boost before we can earn good profits.
REPAYMENTS OF LEASE & HIRE PURCHASE BUSINESS
The company has stopped its Leasing & Hire Purchase business long ago
and we are only engaged in servicing / repaying the liabilities
connected with the financing operations, i.e. the financial
institutions, bankers & depositors.
DIVIDEND
The management has considered it prudent to plough back the profits
into the business in view of the working Capital requirements.
DEPOSITS
The total public deposits as on 31st March, 2001 were Rs.190.22 lacs.
DIRECTORS
Mr. Anocp Kumar Khanna, Director of the Company, retires at the ensuing
Annual General Meeting and being eligible offers himself for
reappointment.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Sec.217(2AA) of the-Companies Act, 1956, with respect to
Directors Responsibility Statement, it is hereby confirmed -
(i) that in the preparation of the annual accounts for the financial
year ended 31.3.2001, the applicable accounting standards have been
followed along with proper explanation relating to material departures.
(ii) that 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 and of the
profit or loss of the company for the year under review.
(iii) that the Directors had taken proper and sufficient care for the
maintainence of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing & detecting fraud & other irregularities.
(iv) that the directors had prepared the accounts for the financial
year ended 31.3.2001 on a going concern basis.
PARTICULARS OF EMPLOYEES
The Company had no employee during the year under review whose
particulars are required to be given under Section 217(2A) of the
Companies Act, 1956.
AUDITORS
M/s. R.S. Ahuja & Co., Auditors of the comapny, retire at the
conclusion of the forthcoming Annual General Meeting and being eligible
offer themselves for re-appointment.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Information as per Section 217(i) (e) read with Companies (Disclosure
of particulars in the Report of Board of Directors) Rule 1988:
Earnings by way of commission - Rs.738,765/-
Outflow in foreign exchange - NiL.
CONSERVATION OF ENERGY
Your industry is not a power intensive one, but wherever possible,
necessary conservation measures have been taken.
TECHNOLOGY ABSORPTION
The company has not imported any technology during the year.
ACKNOWLEDGEMENTS
The Directors wish to express their appreciation for the contribution
made by the employees to the successful operations of the Company
during the year.
The Directors also wish to sincerely thank the Financial Insitutions,
Banks, Depositors, Shareholders and Customers for their continuous and
valuable support.
On behalf of the Board of Directors
Place: New Delhi R. K. KHANNA
Date : June 19, 2001 Chairman
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Stocks To Buy Today, Dec 8: Top 4 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Monday -
Stock Market Alert! Major Pre-Open Session Change From Dec 8: Full Timings, Rules & All You Need To Know -
Bank Nifty Surges: RBI’s 25 bps Rate Cut Triggers Strong Upside in Major Banking Stocks -
Closing Bell: Sensex Ends 158 pts Higher, Nifty Climbs Above 26,000; Hero MotoCorp, HAL Up 2% Each -
Stocks To Buy Today, Dec 4: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Thursday
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