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Directors Report of Virat Industries Ltd.
Mar 31, 2025
Your Directors are pleased to present the 35th Annual Report together with the Audited Statementof
Accounts for the year ended March 31, 2025.
FINANCIAL RESULTS AND ACCOUNTS
The Financial Results are as under:
(? In lakh)
|
Particulars |
2024-25 |
2023-24 |
|
Gross Income |
3267.23 |
3341.23 |
|
Profit Before Interest and Depreciation |
226.81 |
253.82 |
|
Finance Charges |
6.8 |
5.40 |
|
Gross Profit Before depreciation |
220.01 |
248.42 |
|
Provision for Depreciation |
98.83 |
144.84 |
|
Net Profit Before Tax |
121.18 |
103.57 |
|
Provision for Tax |
30.73 |
27.69 |
|
Net Profit After Tax |
90.45 |
75.88 |
Dividend
The Board of Directors of the Company have decided to conserve cash and not to recommend any
dividend for the financial year ended 2024 -25.
These internal accruals will be used for future plans to expand and upgrade the production capacity
and install suitable equipment to help reduce the cost of power and other cost saving methods for
more efficient working in the factory.
Allotment of Shares to Mr. Bhavook Chandraprakash Tripathi
The members of the Virat Industries Limited had considered and approved the increase of the
Authorized Share Capital of the Company from existing Rs. 5,00,00,000 (Rupees Five crores only)
divided into 50,00,000 (fifty lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs.
15,00,00,000/- (Rupees Fifteen Crores only) divided into 1,50,00,000 (One Crore Fifty Lakh Only)
Equity Shares of having face value of Rs.10/- (Rupees Ten Only) and issuance of equity shares on
preferential and private placement basis of 95,99,999 (Ninety-Five Lakh Ninety-Nine Thousand Nine
Hundred and Ninety-Nine) equity shares having face value of Rs. 10/- each ("Equity sharesâ) at a
per share price of Rs. 104/- (Rupees One Hundred and Four Only) each for an aggregate cash
consideration of Rs. 99,83,99,896 (Rupees Ninety Nine Crores Eighty Three Lakhs Ninety Nine
Thousand Eight Hundred and Ninety Six only) to Mr. Bhavook Chandraprakash Tripathi ("Proposed
Allotteeâ) in accordance with the provisions of the Companies Act, 2013 read with the rules made
thereunder and Chapter V of the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 and other applicable laws for the time being in force
("Preferential Allotmentâ) in its extra-ordinary general meeting of the member held on 19th October,
2024. This preferential Issue is subject to Open Offer and the Acquirer has received the Observation
Letter for the Open Offer on 28th March, 2025.The above preferential allotment is under process as
on 31st March, 2025.
Year in retrospect:
India is one of the fastest growing economies in the world during the year under review. The
slowdown of the economy is manifest in the revised GDP growth number of 6.4% on the back of
8.2% growth in the previous year.
In its global outlook, the IMF predicts world wise growth to maintain stability at 3.3% through 2025
and 2026 years. Chinaâs growth projection has been marginally increased to 4.6%.
The slowdown in Indiaâs economy this year against last year is caused by many uncertainties and
challenges such as sluggish demand, capital expenditure slowing down, intensified geopolitical
issues, policy of protectionism and trade tariffs.
These factors have taken away some of the shine from Indian shinning narrative of the economy,
which the markets also reacted to.
Notwithstanding the turbulent global landscape, India is hopeful to navigate the disruptions with
policy agility and long term vision afforded by the buoyancy in tax collection, strong agricultural
output, continued focus on infra spending and "Make in Indiaâ to stimulate investment, demand and
growth.
The merchandise exports of $ 437.42 billion this year are marginally 0.08% higher against previous
year. The major drivers of goods growth include engineering, electronics, pharma and readymade
garments of all textiles.
Besides, the Indian exports include US export of USD 86.51 billion this year against USD 77.82
billion made in last year, showing rise of 11.17%. Thus USA remained Indiaâs top export destination
this year.
Service exports of USD 383.51 billion collected this year against USD 341.06 billion in previous year,
showing growth of 12.45% is a milestone achievement.
Production:
Your company manufactures quality socks for export to reputed brands in the overseas markets.
About 91% of the total production consists of exports.
Your company has state-of-the-art imported knitting machines, with suitable balancing equipment.
The entire plant and machinery is housed in a well-built modern factory building which is equipped
with centralized air conditioning plant for socks knitting machines and adiabatic cooling system for
manually done jobs like checking, pairing and packing of socks. The latest type firefighting
equipment like hydrants, sprinklers and fire alarms system are also installed in the building.
A pillar based mezzanine floor has been installed in main raw material stores, to increase capacity
of storage area.
With all such facilities, the factory is a comprehensive compact hosiery unit under one roof capable
of knitting premium quality socks.
During the year under review (F.Y. 24-25), your company manufactured a wide spectrum of
numerous styles of 69.80 lakh pairs of socks against 65.42 lakh pairs in previous year, reflecting
surge of 6.90%. The socks made by your company are suitable for men, ladies, kids and infants.
Superior quality of yarn spun from combed cotton, BCI cotton and organic cotton with suitable
deniers of nylon, recycled polyester and elastane are used to knit socks as per the specifications of
our customers.
We also supply Merino wool socks to some of our customers in the UK and Europe.
Your company also manufactures ecofriendly bamboo socks. These socks offer excellent
breathability and natural antibacterial properties. The socks are popular in India and are supplied by
your company to reputed domestic brands.
Besides, your company manufactures exclusive quality athletic socks for export to niche markets.
Such socks are exported to more than one dozen brands who distribute them to various Football
Clubs and other sport clubs under their brands in various geographies of the world. Such socks are
technically difficult to copy as they require specialized machines and very experienced and skilled
technicians.
6.13 lakh pairs of such athletic socks were exported in this year against 3.05 lakh pairs in previous
year, showing a growth of 101%. These socks add value to the margins of the Company.
Revenues:
The sale value of ?2999.79 lakh achieved this year is marginally lower compared to ?3074.74 lakh,
showing nominal decline of 2.44%.
Export sales of ?2809.95 lakh achieved this year against ?2877.36 in previous year reflects nominal
decline of 2.35%.
Your companyâs premium quality dress and sport socks are exported to reputed brands of overseas
markets and sold in top end retail outlets.
Despite the lower volume of export pairs, and severe recession in UK which one of biggest markets
your company could maintain its export share of business with a better product-mix and better
export realized prices.. (Export rate: ?/pair - FY 24/25: ? 44.25; FY 23/24: ? 41.09)
Your company is the member of Sedex. Every year a SMETA 4 pillar audit of factory is conducted.
After audit, the detailed audit report is available on Sedex platform. Your company distributes the
copy of the report to all its main customers.
Your company is also registered with GOTs, BCI, ECO, FCS and ISO-9001:2015. Most of these
certificates are required by our export clients. These certificates are the main gateway to procure
export orders.
Profit & Loss Account:
The total dispatched pairs in F.Y. 2024-25 were 8.5% lower compared to F.Y. 2023-24. The loss in
profits due to decline in dispatches was more or less offset by increase in overall sales rates realized
due to better product-mix.
The prices of raw materials this year were more or less in parity with the last year.
The wages and salaries cost this year rose by ?70.34 lakh over previous year due to increase in
minimum wages as prescribed by the Government, and merit increments paid to the staff and
operators.
The depreciation amount this year is less by ?55.49 lakh against the last year due to the increase
in the age of many machines this year needing lower provision of depreciation.
The net impact of the above factors is that your company earned a profit before tax of ?122.56 lakh
in against of ?102.91 lakh in previous year, showing a rise of 19.01%.
FINANCE
As of the date of the Balance Sheet, the Company is debt-free in terms of long-term loans, excepting
loans on vehicles.
WORKING CAPITAL LOAN
The Company is enjoying export packing credit and foreign bill purchase facilities from our Bankers.
INSURANCE
The properties and insurable interests of your Company in buildings, plant, machinery, stocks, etc.
are adequately insured by the Company.
CHANGE IN SHARE CAPITAL
The paid-up share capital of the Company as on March 31, 2025, was ?4.93 Crore, and there has
been no change in the capital structure of the Company. During the year, the shareholders have
increased the Authorized Share Capital from ?5 Crore to ?15 Crores. The Shareholders have also
approved the issue of 95,99,999 shares through preferential issue in the Extra-Ordinary General
Meeting held on 19th October, 2024. However, the process of allotment is pending as on 31st March,
2025.
RESERVES
During the year under review, the Company has not transferred any amount to reserves.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
KEY MANAGERIAL PERSONNEL
Shri. Kaizad R. Dadyburjor was reappointed as a Non-Executive Director after retiring by rotation,
being eligible to offer himself for re-election.
BOARD OF DIRECTORS
The Company has a broad-based Board of Directors, duly constituted with proper balance of
Executive Directors, Non-Executive Directors, and Independent Directors. There is one Woman
Director on the Board. The changes in the composition of the Board of Directors are carried out in
compliance with the provisions of the Companies Act, 2013 and Listing Regulations.
Shri. Vaibhav P. Mandhana, Shri. Chintamani D. Thatte and Shri. Dashrath B. Pawaskar were
appointed as Independent directors of the company and approved by the shareholders in the Annual
General Meeting held on 05th September, 2024. Shri. Pheroze A. Dhanbhoora has resigned on 18th
April, 2024 due to other professional commitments. Shri. Ajit P. Walwaikar and Shri. Harishchandra
H. Shah has retired after completing 2 consecutive terms of 5 years after the Annual General
Meeting held on 05th September, 2024.
Policy formulations, setting up of goals, evaluations of performance and control functions vest with
the Board. The composition of the Board of Directors of the Company as on March 31, 2025 was as
follows.
|
Sr No |
Name of the Director |
Category |
|
1. |
Shri. Adi F. Madan |
Managing Director |
|
2. |
Shri. Vaibhav P. Mandhana |
Independent Director |
|
3. |
Shri. Chintamani D. Thatte |
Independent Director |
|
4. |
Smt. Ayesha K. DadyBurjor |
Whole-time Director |
|
5. |
Shri. Kaizad R. DadyBurjor |
Non- Executive Director |
|
6. |
Shri. Dashrath B. Pawaskar |
Independent Director |
BOARD MEETINGS
Regular meetings of the Board of Directors are held to discuss and decide on various business
policies, strategies, and other business.
During the FY 2024-2025, the Board met five (5) times on the following dates.
|
24/05/2024 |
08/08/2024 |
24/09/2024 |
09/11/2024 |
13/02/2025 |
|
Name of the Member |
No of Meeting |
Whether attended |
|
Shri. Adi F. Madan |
5 |
YES |
|
Shri. Vaibhav P. Mandhana (w.e.f. 15.06.2024) |
4 |
YES |
|
Shri. Chintamani D. Thatte (w.e.f. 08.08.2024) |
3 |
YES |
|
Smt. Ayesha K. DadyBurjor |
5 |
YES |
|
Shri. Kaizad R. DadyBurjor |
5 |
YES |
|
Shri. Dashrath B. Pawaskar (w.e.f. 08.08.2024) |
3 |
YES |
|
Shri. Ajit P. Walwaikar (upto 05.09.2024) |
2 |
YES |
|
Shri. Harish H. Shah (upto 05.09.2024) |
2 |
YES |
|
Shri. Pheroze A. Dhanbhoora (upto 18.04.2024) |
0 |
NO |
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Independent Directors have submitted the Declaration of Independence, as required pursuant
to section 149(7) of the Companies Act 2013, stating that they meet the criteria of independence as
provided in sub-section (6).
COMPOSITION OF AUDIT COMMITEE
The Board has constituted an Audit Committee comprising of three Independent Directors. The Audit
Committee reviews reports including significant audit observations and follow-up actions thereon.
The Audit Committee also meets the Companyâs Statutory Auditors and Internal Auditors to
ascertain their views on the financial statements. The Committee members meet regularly and make
their recommendations in accordance with the terms of reference specified by the Board. Such
recommendations are thoroughly discussed in Board meetings and by and large accepted for
implementation.
The names of the Committee members are as under.
|
Name of the Member |
|
|
Shri. Vaibhav P. Mandhana (w.e.f. 08.08.2024) |
Chairman |
|
Shri. Chintamani D. Thatte (w.e.f. 08.08.2024) |
Member |
|
Shri. Dashrath B. Pawaskar (w.e.f. 08.08.2024) |
Member |
|
Shri. Ajit P. Walwaikar (upto 08.08.2024) |
Chairman |
|
Shri. Harish H. Shah (upto 08.08.2024) |
Member |
|
Shri. Pheroze A. Dhanbhoora (upto 18.04.2024) |
Member |
|
Shri. Kaizad R. DadyBurjor (From 02.05.2024 to 08.08.2024) |
Member |
All the members of the Audit Committee are financially literate and bring in expertise in the fields of
Finance, Taxation, Technical, Secretarial and Legal issues. The attendance records of the members
at the meeting were as follows:
During the FY 2024-2025, the committee met four (4) times through video conferencing on the
following dates.
|
24/05/2024 |
08/08/2024 |
09/11/2024 |
13/02/2025 |
|
Name of the Member |
Designation |
No. of Meeting of Attended |
|
Shri. Vaibhav P. Mandhana |
Chairman |
2 |
|
Shri. Chintamani D. Thatte |
Member |
2 |
|
Shri. Dashrath B. Pawaskar |
Member |
2 |
|
Shri. Ajit P. Walwaikar (up to |
Chairman |
2 |
|
Shri. Harish H. Shah (up to |
Member |
2 |
|
Shri. Pheroze A. Dhanbhoora |
Member |
0 |
|
Shri. Kaizad R. DadyBurjor |
Member |
2 |
NOMINATION AND REMUNERATION COMMITTEE
The Board has constituted a Nomination and Remuneration Committee consisting Independent
Directors.
The names of Committee members are as under.
|
Name of the Member |
|
|
Shri. Chintamani D. Thatte (w.e.f. 08.08.2024) |
Chairman |
|
Shri. Vaibhav P. Mandhana (w.e.f. 08.08.2024) |
Member |
|
Shri. Dashrath B. Pawaskar (w.e.f. 08.08.2024) |
Member |
|
Shri. Ajit P. Walwaikar (upto 08.08.2024) |
Chairman |
|
Shri. Harish H. Shah (upto 08.08.2024) |
Member |
|
Shri. Pheroze A. Dhanbhoora (upto 18.04.2024) |
Member |
|
Shri. Kaizad R. DadyBurjor (From 02.05.2024 to 08.08.2024) |
Member |
The Committee has the mandate to recommend the appointment/re-appointment of Executive
Directors and appointment of employees from the level of Vice-President and above along with the
remuneration to be paid to them. The remuneration is fixed keeping in mind the personâs track
record, his/her potential, individual performance, the market trends, and scales prevailing in a similar
industry.
During the FY 2024-25, the committee met two (2) time through video conferencing as on
|
24/05/2024 |
08/08/2024 |
The attendance records of the members at the meeting were as follows:
|
Name of the Member |
Designation |
No of Meeting of Attended |
|
Shri. Chintamani D. Thatte |
Chairman |
0 |
|
Shri. Vaibhav P. Mandhana |
Member |
0 |
|
Shri. Dashrath B. Pawaskar |
Member |
0 |
|
Shri. Ajit P. Walwaikar (upto |
Chairman |
2 |
|
Shri. Harish H. Shah (upto |
Member |
2 |
|
Shri. Pheroze A. Dhanbhoora |
Member |
0 |
|
Shri. Kaizad R. DadyBurjor |
Member |
2 |
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Board has constituted a Stakeholder Relationship Committee consisting of three Directors, two
independent Directors and the Managing Director.
The names of Committee members are as under.
|
Name of the Member |
|
|
Shri. Vaibhav P. Mandhana (w.e.f. 08.08.2024) |
Chairman |
|
Shri. Chintamani D. Thatte (w.e.f. 08.08.2024) |
Member |
|
Shri. Adi F. Madan |
Member |
|
Shri. Ajit P. Walwaikar (upto 08.08.2024) |
Chairman |
|
Shri. Pheroze A. Dhanbhoora (upto 18.04.2024) |
Member |
|
Shri. Kaizad R. DadyBurjor (From 02.05.2024 to 08.08.2024) |
Member |
DIRECTORSâ RESPONSIBILITY STATEMENT
In pursuance of section 134 (5) of the Companies Act, 2013, the Board of Directors hereby confirms
that:
(a) In the preparation of the annual accounts for the year ended March 31, 2025, the applicable
accounting standards read with requirements set out under Schedule III to the Act, have 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 to give a true and fair view of the state
of affairs of the Company as on March 31, 2025, and of the profit and loss of the Company for
the period ended March 31, 2025.
(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 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.
SUBSIDIARIES
As the Company has no subsidiaries, Section 129(3) of the Companies Act, 2013, does not apply.
ANNUAL RETURN
In terms of provisions of Section 92(3), 134(3)(a) of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial
year ended March 31, 2024, is placed on the website of the Company and can be accessed at
http://viratindustries.com/.
AUDITORS
STATUTORY AUDITOR
M/s. B. K. Khare & Co., Chartered Accountants (Firm Registration No. 105102W) were re-appointed
as the Statutory Auditors of the Company for a tenure of 5 years commencing from the conclusion
of the 32nd AGM of the Company until the conclusion of the 37th AGM of the Company to be held
in the year 2027. The Statutory Auditorâs Report does not contain any qualifications, reservations,
adverse remarks, or disclaimers.
SECRETARIAL AUDITOR
M/s. Vishal Dewang & Associates, practicing Company Secretary was appointed as a Secretarial
Auditor under the provision of section 204 of the Companies Act, 2013 for FY 2023 - 2024. The
Report of the Secretarial Auditor for FY 2024-25 is annexed to this report as Annexure - I. The said
Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks, or
disclaimers.
INTERNAL AUDITOR
The Board of Directors has appointed M/s S.R. Rege & Co., Chartered Accountant, as Internal
Auditors for the FY 2024-25 to conduct the internal audit of the various areas of operations and
records of the Company. The periodic reports of the said internal auditors are regularly placed before
the Audit Committee along with the comments of the management on the action taken to correct
any observed deficiencies on the working of the various departments.
COST AUDITORS
Your Company is not required to maintain cost accounting records as specified under Section 148(1)
of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS, AND OUTGOING
Additional information on conservation of energy, technology absorption, foreign exchange earnings,
and outgo as required to be disclosed in terms of Section 134(3)(m) of the Companies Act, 2013
read with the Companies (Accounts) Rules, 2014 for the FY 2024-25 is annexed and forms part of
this Report as Annexure - II.
DETAILS RELATING TO DEPOSITS
The Company has not accepted any deposit during the year, nor has any deposit remained unpaid
or unclaimed as at the end of the year.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
No significant and material orders were passed by the regulators or Courts or Tribunals during the
year, which would adversely impact the Company''s operation in the future.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Your Company has not-
⢠Given any loan to any person or other body corporate,
⢠Given any guarantee and provided any security in connection with a loan to any other body
corporate or any person.
⢠Acquired by way of subscription, purchase or otherwise the securities of any other body
corporate otherwise than in accordance with the law.
TRANSFER OF UNCLAIMED DIVIDEND AND SHARES
During the year, your Company transferred the ?5,47,523/- for the financial year ended March 31,
2017, to the Investor Education and Protection Fund in compliance with the provisions of Sections
124 and 125 of the Companies Act, 2013.
In compliance with these provisions read with Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, your Company also transferred 25,800
Shares to the Demat Account of the IEPF Authority, in respect of which dividend had remained
unpaid/ unclaimed for a consecutive period of 7 years.
UNCLAIMED SECURITIES- SUSPENSE ESCROW ACCOUNT
The company has 200 shares in the Unclaimed Securities- Suspense Escrow Account.
RISK MANAGEMENT
A documented risk management policy is in place as per section 134(3) (n) of the Companies Act,
2013.
Your Company is exposed to risk from fluctuation of foreign exchange rates, market economic
slowdown or decline in demand in the country of buyers of your Companyâs products, prices of raw
materials and finished goods, compliances risk and people risk.
⢠Foreign Exchange Risk
During year under review the Company endeavored to further mitigate the risk associated
with the exchange fluctuations by entering into Forward Contracts with the Companyâs
Bankers, on a very conservative and risk-adverse basis.
⢠Commodity Prices Risk
Your Company proactively manages the risk of purchasing raw materials through forward
booking, vendor development practices, and inventory management. The Companyâs strong
reputation for quality and services with overseas clients to some extent mitigates the impact
of price risk on finished goods.
⢠Compliance Risk
Your company must follow various statutes and regulations including the Companies Act.
The Company is mitigating these risks through regular review of legal compliances carried
out through internal as well as external compliance audits.
⢠People Risk
Your Company nurtures and grooms the talented and key personnel for future business
leadership and looks after them judiciously so that they stay with the Company.
CORPORATE SOCIAL RESPONSIBILITY
Section 135(1) of the Companies Act, 2013, is not applicable to your Company, because the net
worth, turnover, and net profit of your Company during the year is less than the required limits.
PREVENTION OF INSIDER TRADING
SEBI notified the SEBI (Prohibition of Insider Trading) Regulations, 2015 which came into effect
from May 15, 2015. Pursuant thereto, the Company has formulated a new Code for Prevention of
Insider Trading for Directors, Promoters and Senior Executive Officers.
The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase
or sale of the Companyâs shares by the Directors, Key managerial personnel, and designated
employees while in possession of unpublished price sensitive information in relation to the Company
and during the period when the Trading Window is closed.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered during the financial year were in the ordinary course
of business of your Company and were on arm''s length basis. There were no materially significant
related party transactions entered by your Company with Promoters, Directors, Key Managerial
Personnel, or other persons which may have a potential conflict with the interest of your Company.
The details are given in Annexure - III, forming part of this report.
FORMAL ANNUAL EVALUATION
During the year, the Board adopted a formal mechanism for evaluating its performance as well as
that of its Committees and individual Directors. The exercise was carried out through a structured
evaluation process covering various aspects of the Board functioning such as composition of the
Board and Committees, experience and competencies, performance of specific duties and
obligations, governance issues etc.
The Company Secretary is designated as the âCompliance Officerâ who oversees the redressal of
the Investorsâ grievances.
The Committee meets to approve share transfers, transmission, issue of duplicate share certificates,
re-materialization of shares and all other issues pertaining to shares and also to redress investor
grievances like non-receipt of dividend warrants, non-receipt of share certificates, etc. The
Committee regularly reviews the movement in shareholding and ownership structure. The
Committee also reviews the performance of the Registrar and Transfer Agents. The Company is in
compliance with the SCORES, which has initiated by SEBI for processing the investor complaints in
a centralized web-based redress system and online redressal of all the shareholderâs complaints.
The Committee met Four (4) times during the financial year ended on March 31, 2025. The
attendance records of the members at the meeting were as follows:
During the FY 2024-2025, the committee met four (4) times through video conferencing on the
following dates.
|
24/05/2024 |
08/08/2024 |
09/11/2024 |
13/02/2025 |
|
Name of the Member |
Designation |
No. of Meeting of Attended |
|
Shri. Vaibhav P. Mandhana |
Chairman |
2 |
|
Shri. Chintamani D. Thatte |
Member |
2 |
|
Shri. Adi F. Madan |
Member |
4 |
|
Shri. Ajit P. Walwaikar (upto |
Chairman |
2 |
|
Shri. Pheroze A. Dhanbhoora |
Member |
0 |
|
Shri. Kaizad R. DadyBurjor |
Member |
2 |
SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards on Board Meetings and General
Meetings, issued by The Institute of Company Secretaries of India.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Fraud and corruption-free work culture has been the core of the Company. In view of the potential
risk of fraud, corruption, and unethical behavior, which could adversely impact the Companyâs
business operations, the Company has an established mechanism for Directors/Employees to report
concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct or
ethics policy. It also provides for adequate safeguards against victimization of Directors/employees
who avail of the mechanism.
The Company affirms that no personnel have been denied access to the Audit Committee.
The Company has formulated a Policy of Vigil Mechanism and has established a mechanism that
any personnel may raise Reportable Matters within 60 days after becoming aware of the same. All
suspected violations and Reportable Matters are reported to the Chairman of the Audit Committee.
The key directions/actions are informed to the Managing Director of the Company.
DIRECTORSâ RESPONSIBILITY STATEMENT
In pursuance of section 134 (5) of the Companies Act, 2013, the Board of Directors hereby confirms
that:
(a) In the preparation of the annual accounts for the year ended March 31, 2025, the applicable
accounting standards read with requirements set out under Schedule III to the Act, have 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 to give a true and fair view of the state
of affairs of the Company as on March 31, 2025, and of the profit and loss of the Company for
the period ended March 31, 2025.
(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 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.
SUBSIDIARIES
As the Company has no subsidiaries, Section 129(3) of the Companies Act, 2013, does not apply.
ANNUAL RETURN
In terms of provisions of Section 92(3), 134(3)(a) of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial
year ended March 31, 2024, is placed on the website of the Company and can be accessed at
http://viratindustries.com/.
AUDITORS
STATUTORY AUDITOR
M/s. B. K. Khare & Co., Chartered Accountants (Firm Registration No. 105102W) were re-appointed
as the Statutory Auditors of the Company for a tenure of 5 years commencing from the conclusion
of the 32nd AGM of the Company until the conclusion of the 37th AGM of the Company to be held
in the year 2027. The Statutory Auditorâs Report does not contain any qualifications, reservations,
adverse remarks, or disclaimers.
SECRETARIAL AUDITOR
M/s. Vishal Dewang & Associates, practicing Company Secretary was appointed as a Secretarial
Auditor under the provision of section 204 of the Companies Act, 2013 for FY 2023 - 2024. The
Report of the Secretarial Auditor for FY 2024-25 is annexed to this report as Annexure - I. The said
Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks, or
disclaimers.
INTERNAL AUDITOR
The Board of Directors has appointed M/s S.R. Rege & Co., Chartered Accountant, as Internal
Auditors for the FY 2024-25 to conduct the internal audit of the various areas of operations and
records of the Company. The periodic reports of the said internal auditors are regularly placed before
the Audit Committee along with the comments of the management on the action taken to correct
any observed deficiencies on the working of the various departments.
COST AUDITORS
Your Company is not required to maintain cost accounting records as specified under Section 148(1)
of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS, AND OUTGOING
Additional information on conservation of energy, technology absorption, foreign exchange earnings,
and outgo as required to be disclosed in terms of Section 134(3)(m) of the Companies Act, 2013
read with the Companies (Accounts) Rules, 2014 for the FY 2024-25 is annexed and forms part of
this Report as Annexure - II.
DETAILS RELATING TO DEPOSITS
The Company has not accepted any deposit during the year, nor has any deposit remained unpaid
or unclaimed as at the end of the year.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
No significant and material orders were passed by the regulators or Courts or Tribunals during the
year, which would adversely impact the Company''s operation in the future.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Your Company has not-
⢠Given any loan to any person or other body corporate,
⢠Given any guarantee and provided any security in connection with a loan to any other body
corporate or any person.
⢠Acquired by way of subscription, purchase or otherwise the securities of any other body
corporate otherwise than in accordance with the law.
TRANSFER OF UNCLAIMED DIVIDEND AND SHARES
During the year, your Company transferred the ?5,47,523/- for the financial year ended March 31,
2017, to the Investor Education and Protection Fund in compliance with the provisions of Sections
124 and 125 of the Companies Act, 2013.
In compliance with these provisions read with Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, your Company also transferred 25,800
Shares to the Demat Account of the IEPF Authority, in respect of which dividend had remained
unpaid/ unclaimed for a consecutive period of 7 years.
UNCLAIMED SECURITIES- SUSPENSE ESCROW ACCOUNT
The company has 200 shares in the Unclaimed Securities- Suspense Escrow Account.
RISK MANAGEMENT
A documented risk management policy is in place as per section 134(3) (n) of the Companies Act,
2013.
Your Company is exposed to risk from fluctuation of foreign exchange rates, market economic
slowdown or decline in demand in the country of buyers of your Companyâs products, prices of raw
materials and finished goods, compliances risk and people risk.
⢠Foreign Exchange Risk
During year under review the Company endeavored to further mitigate the risk associated
with the exchange fluctuations by entering into Forward Contracts with the Companyâs
Bankers, on a very conservative and risk-adverse basis.
⢠Commodity Prices Risk
Your Company proactively manages the risk of purchasing raw materials through forward
booking, vendor development practices, and inventory management. The Companyâs strong
reputation for quality and services with overseas clients to some extent mitigates the impact
of price risk on finished goods.
⢠Compliance Risk
Your company must follow various statutes and regulations including the Companies Act.
The Company is mitigating these risks through regular review of legal compliances carried
out through internal as well as external compliance audits.
⢠People Risk
Your Company nurtures and grooms the talented and key personnel for future business
leadership and looks after them judiciously so that they stay with the Company.
CORPORATE SOCIAL RESPONSIBILITY
Section 135(1) of the Companies Act, 2013, is not applicable to your Company, because the net
worth, turnover, and net profit of your Company during the year is less than the required limits.
PREVENTION OF INSIDER TRADING
SEBI notified the SEBI (Prohibition of Insider Trading) Regulations, 2015 which came into effect
from May 15, 2015. Pursuant thereto, the Company has formulated a new Code for Prevention of
Insider Trading for Directors, Promoters and Senior Executive Officers.
The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase
or sale of the Companyâs shares by the Directors, Key managerial personnel, and designated
employees while in possession of unpublished price sensitive information in relation to the Company
and during the period when the Trading Window is closed.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered during the financial year were in the ordinary course
of business of your Company and were on arm''s length basis. There were no materially significant
related party transactions entered by your Company with Promoters, Directors, Key Managerial
Personnel, or other persons which may have a potential conflict with the interest of your Company.
The details are given in Annexure - III, forming part of this report.
FORMAL ANNUAL EVALUATION
During the year, the Board adopted a formal mechanism for evaluating its performance as well as
that of its Committees and individual Directors. The exercise was carried out through a structured
evaluation process covering various aspects of the Board functioning such as composition of the
Board and Committees, experience and competencies, performance of specific duties and
obligations, governance issues etc.
MEETING OF INDEPENDENT DIRECTORS
All the independent Directors of the Company held a meeting on February 13, 2025 and reviewed
the performance of non-independent Directors and the Board as a whole. They also assessed the
quality, quantity, and timeliness of flow of information between the Company management and the
Board.
They expressed their satisfaction at the performance of non-independent Directors and appreciated
the flow of information from the Company management.
RATIO OF REMUNERATION TO EACH DIRECTOR
The ratio of remuneration of each director to the median employee''s remuneration and other details
in terms of sub-section 12 of section 197 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are forming a part of this Report as Annexure IV.
LISTING FEES
Your Company has paid the listing fees up to March 31, 2025, to the Bombay Stock Exchange on
April 23, 2025.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION
Your Company is committed to adopting good Corporate Governance practices in letter and spirit.
A detailed report on Corporate Governance is given in a separate section of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management 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 ("Listing Regulationsâ), is presented in a separate section, forming part of the
Annual Report.
ANTI SEXUAL HARASSMENT POLICY
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of ''The
Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act, 2013. An
"Internal Complaints Committee (ICC)â has been set up to redress complaints received regarding
Sexual Harassment. All employees (permanent, contractual, temporary, trainees) are covered under
this policy. A Lady NGO representative is a member of the said Internal Complaints Committee and
regularly attends the meetings which are noted.
The following is a summary of Sexual Harassment complaints received and disposed of during the
year 2024-2025:
⢠No. of complaints received: Nil
⢠No. of complaints disposed of: Not applicable
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANACIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2025 AND DATE OF THIS
REPORT
There were no Material changes and Commitments affecting the Financial Positions of the Company
which have occurred between March 31, 2025 and date of this report.
PARTICULARS OF EMPLOYEES
As per provision of Section 197 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, particulars of the employees are required
to be annexed in respect of the employees of the Company who were in receipt of total remuneration
of ?60.00 Lakh per annum or ?5.00 Lakh per month. During the financial year 2024-2025, there is
no employee drawing remuneration as above.
ACKNOWLEDGMENT
Your Directors wish to place on record their sincere appreciation for the co-operation and support
extended to the Company by the Government of India, the Gujarat State Government and by the
relevant Government Authorities, Central, State and Local, the Companyâs Bankers and Business
Associates.
Your Directors also thank all the employees at every level, who, through their dedication, co¬
operation, and support, have enabled the Company to achieve sustained growth.
And to you, our Shareholders, we are deeply grateful for the confidence and faith that you have
always reposed in us.
For and On Behalf of the Board of Directors
Place: Mumbai Adi F. Madan Ayesha K. DadyBurjor
Date: 15th May, 2025 Managing Director Whole Time Director
DIN: 00023629 DIN: 02949248
Mar 31, 2024
The Directors are pleased to present the 34th Annual Report together with the Audited Statement of Accounts for the year ended March 31,2024.
FINANCIAL RESULTS AND ACCOUNTS
|
The Financial Results are as under: |
(Rs. In Lakh) |
||
|
Particulars |
2023-24 |
2022-23 |
|
|
Gross Income |
3341.23 |
3841.90 |
|
|
Profit Before Interest and Depreciation |
253.82 |
378.75 |
|
|
Finance Charges |
5.40 |
6.94 |
|
|
Gross Profit Before depreciation |
248.42 |
371.81 |
|
|
Provision for Depreciation |
144.84 |
153.81 |
|
|
Net Profit Before Tax |
103.57 |
218.00 |
|
|
Provision for Tax |
27.69 |
55.91 |
|
|
Net Profit After Tax |
75.88 |
162.09 |
|
The Board of Directors of the company has decided to conserve cash and not to recommend any dividend for the Financial Year 2023-24. The management has decided to utilize the internal accruals to finance the plans to expand and upgrade the production capacity and install equipment to help reduce the cost of power.
During the year under review, India has emerged as the shining beacon in the worldâs fastest-growing economy, in a grim global scenario by growing at 6.8% this year, with IMF estimated growth at 6.9% for the Financial Year 2024-25, well above other economics of significant scale. This has been achieved despite many challenges arising out of the global economic slowdown, inflationary pressures and ongoing increasing geopolitical tensions.
The robust growth in the Indian economy was driven by strong investment which was augmented by the central governmentâs capex push and buoyant private consumption.
However, Indiaâs merchandise exports of USD 437 billion this year registered a drop of 3% against the previous year.
Indian textile exports at USD 34.4 billion this year took a hit for the second consecutive year at 3% and 16.3% respectively, as geopolitical issues caused a shadow on the global economy. Export of readymade garments this year dropped by 10% against year bygone.
Despite lower total merchandise exports; the electronics and pharmaceutical sectors emerged as star performers.
Your company manufactures premium quality dress and sport socks, for export to various geographies of the world. Such socks are patronized by reputed brands and are sold in top end overseas markets. The socks are made with numerous attractive shades and fashion designs for men, ladies and kids. Superior quality of yarn spun from combed cotton, BCI cotton and organic cotton with nylon, high bulk polyester and elastane are used to make such socks.
Your company also manufactures exclusive quality sports socks for niche overseas markets. Such socks made by your company are exported for various football clubs in the UK and Europe. These are specialized socks and fetch higher prices.
A good product quality, timely dispatches, prompt services and fair dealings are the cornerstones of your companyâs business. This has resulted in retaining our export clients for over two decades of business maintaining a very cordial and congenial relation.
The sale value of your company of ?3074.64 lakh this year has dropped by 13.1% compared to ?3537.83 lakh of previous year.
The export sale of ?2885.17 lakh this year (constituting 93.58% of total sales) are 13.25% lower compared to ?3317.35 lakh of previous year.
The weakening demand in export of textiles particularly garments/apparels is due to persistent global inflation and lingering possibilities of a recession. The other reasons are;
⢠The USA and the European economies are experiencing a period of muted growth. UK which is one of main buyers of your companyâs goods is facing a contraction in its economy and pressure on higher living costs.
⢠During and after Covid many US and European clients had stopped purchasing goods from China, which gave an edge to India for enhanced share of market. Again China has made inroads in Europe, leading to reduction in textile shipments from India to Europe and decline in prices, as China prices are very competitive.
⢠There was an unprecedented rise in manufacturing cost in India. In Gujarat, the factory minimum wages increased by 30% over previous year. There was hike in the prices of electricity power and other cost input items. The overseas clients are reluctant to increase prices, to even partly compensate the rise in cost due to the pressure on retail prices and intense competition.
⢠Continuing rebel/pirate attacks in the Red Sea and Mediterranean region stemming from ongoing conflicts have impacted transit shipping times and higher costs of freight, further adding to the woes of the exporters.
The cumulative impact of such reasons has resulted in a lower inflow of textile export orders and lower sales prices.
Due to changes in client/product-mix as per the requirement of export clients particularly experienced in third and fourth quarters of the year under review the proportion of lower price goods like sneaker socks, kids socks, and multi packs of socks increased which resulted in lower average price, this year compared to the preceding year.
Inflation and price rise in cost inputs:
In the year under review, your company had to bear the unprecedented incidence of price rise of some cost inputs leading to increase in overall cost of production.
Dyed cotton yarn prices were about 8% lower against prices of previous year.
There was increase of 30% in minimum wages including fringe benefits as declared by Gujarat Government.
Electricity power showed rise of 8.16% at ? 8.49 per KWH this year, against ? 7.85 per KWH in previous year.
Due to a drop in the inflow of purchase orders and lower realized rates, the total income of ?3341.23 lakh this year was 13.18% lower compared to the total income of ? 3841.90 lakh in the previous year.
The drop in income and rise in input prices more than offset the benefits of lower raw materials prices and exchange gain. This resulted significantly lower profit before tax of ? 103.57 lakh against ? 213.00 lakh achieved in the previous year - drop of 52.4%.
The EBITDA this year is 8.26% compared to 10.87% of previous year.
Capital Expenditure:
During the year, the company implemented following two capital works.
Old wire fencing across the periphery of the factory was too old and had badly corroded, creating security problem for the factory.
New masonry boundary wall with columns and beam was installed. The cost incurred was ?17.30 lakh.
New pillars supported mezzanine floor system with 600 kilograms per square meter load carrying capacity and MDF flooring was erected in one raw material warehouse. This has helped to create additional space for storage of raw materials and finished goods. The cost incurred was ?30.74 lakh.
A total of ?48.04 lakh was incurred on capital goods.
As of the date of the Balance Sheet, the Company is debt-free in terms of long-term loans, excepting loans on vehicles.
The Company is enjoying export packing credit and foreign bill purchase facilities from our Bankers. INSURANCE
The properties and insurable interests of your Company in buildings, plant, machinery, stocks, etc. are adequately insured by the Company.
The paid-up share capital of the Company as on March 31, 2024, was? 4.93 Crore, and there has been no change in the capital structure of the Company.
RESERVES
During the year under review, the Company has not transferred any amount to reserves.
DIRECTORS AND KEY MANAGERIAL PERSONNEL KEY MANAGERIAL PERSONNEL
Shri. Kaizad R. DadyBurjor was reappointed as a Non-Executive Director and retires by rotation, being eligible to offer himself for re-election.
The Company has a broad-based Board of Directors, duly constituted with proper balance of Executive Directors, Non-Executive Directors, and Independent Directors. There is one Woman Director on the Board. The changes in the composition of the Board of Directors are carried out in compliance with the provisions of the Companies Act, 2013 and Listing Regulations.
Policy formulations, setting up of goals, evaluations of performance and control functions vest with the Board. The composition of the Board of Directors of the Company as on March 31,2024 was as follows.
|
Sr No |
Name of the Director |
Category |
|
1. |
Shri. Adi F. Madan |
Managing Director |
|
2. |
Shri. Ajit P. Walwaikar |
Independent Director |
|
3. |
Shri. Harish H. Shah |
Independent Director |
|
4. |
Smt. Ayesha K. DadyBurjor |
Whole-time Director |
|
5. |
Shri. Kaizad DadyBurjor |
Non- Executive Director |
|
6. |
Shri. Pheroze A. Dhanbhoora |
Independent Director |
Shri. Kaizad R. DadyBurjor (DIN: 00022387) who retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.
BOARD MEETINGS
Regular meetings of the Board of Directors are held to discuss and decide on various business policies, strategies, and other business.
During the FY 2023 - 2024, the Board met six (6) times on the following dates.
|
25/05/2023 |
28/07/2023 |
10/08/2023 |
09/11/2023 |
13/02/2024 |
01/03/2024 |
|
Name of the Member |
No of Meeting of Attended |
Whether attended Last AGM |
|
Shri. Adi F. Madan |
6 |
YES |
|
Shri. Ajit P. Walwaikar |
6 |
YES |
|
Shri. Harish H. Shah |
5 |
YES |
|
Smt. Ayesha K. DadyBurjor |
5 |
YES |
|
Shri. Kaizad DadyBurjor |
5 |
YES |
|
Shri. Pheroze A. Dhanbhoora |
5 |
YES |
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Independent Directors have submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act 2013, stating that they meet the criteria of independence as provided in sub-section (6).
The Board has constituted an Audit Committee comprising of three Independent Directors. The Audit Committee reviews reports including significant audit observations and follow-up actions thereon. The Audit Committee also meets the Companyâs Statutory Auditors and Internal Auditors to ascertain their views on the financial statements. The Committee members meet regularly and make their recommendations in accordance with the terms of reference specified by the Board. Such recommendations are thoroughly discussed in Board meetings and by and large accepted for implementation.
The names of the Committee members are as under.
Shri. Ajit P. Walwaikar - Chairman
Shri. Harish H. Shah - Member
Shri. Pheroze A. Dhanbhoora - Member
All the members of the Audit Committee are financially literate and bring in expertise in the fields of Finance, Taxation, Technical, Secretarial and Legal issues. The attendance records of the members at the meeting were as follows:
During the FY 2023-24, the committee met four (4) times through video conferencing on the following dates.
|
25/05/2023 10/08/2023 |
09/11/2023 13/02/2024 |
|
|
Name of the Member |
Designation |
No. of Meeting of Attended |
|
Shri. Ajit P. Walwaikar |
Chairman |
4 |
|
Shri. Pheroze Dhanbhoora |
Member |
3 |
|
Shri. Harish H. Shah |
Member |
3 |
NOMINATION AND REMUNERATION COMMITTEE
The Board has constituted a Nomination and Remuneration Committee consisting of three Independent Directors.
The names of Committee members are as under.
Shri. Ajit P. Walwaikar - Chairman
Shri. Pheroze A. Dhanbhoora - Member
Shri. Harish H. Shah - Member
The Committee has the mandate to recommend the appointment/re-appointment of Executive Directors and appointment of employees from the level of Vice-President and above along with the remuneration to be paid to them. The remuneration is fixed keeping in mind the personâs track record, his/her potential, individual performance, the market trends, and scales prevailing in a similar industry.
During the FY 2023-24, the committee met three (3) time through video conferencing as on
|
10/08/2023 |
09/11/2023 |
01/03/2024 |
|||
|
The attendance records of the members at the meeting were as follows: |
|||||
|
Name of the Member |
Designation |
No of Meeting of Attended |
|||
|
Shri. Ajit P. Walwaikar |
Chairman |
3 |
|||
|
Shri. Pheroze Dhanbhoora |
Member |
3 |
|||
|
Shri. Harish H |
Shah |
Member |
3 |
||
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Board has constituted a Stakeholder Relationship Committee consisting of three Directors, two independent Directors and the Managing Director.
The names of Committee members are as under.
Shri. Ajit P. Walwaikar - Chairman
Shri. Pheroze Dhanbhoora - Member
Shri. Adi F. Madan - Member
The Company Secretary is designated as the âCompliance Officerâ who oversees the redressal of the Investorsâ grievances.
The Committee meets to approve share transfers, transmission, issue of duplicate share certificates, re-materialization of shares and all other issues pertaining to shares and also to redress investor grievances like non-receipt of dividend warrants, non-receipt of share certificates, etc. The Committee regularly reviews the movement in shareholding and ownership structure. The Committee also reviews the performance of the Registrar and Transfer Agents. The Company is in compliance with the SCORES, which has initiated by SEBI for processing the investor complaints in a centralized web-based redress system and online redressal of all the shareholders complaints.
The Committee met Four (4) times during the financial year ended on March 31, 2024. The attendance records of the members at the meeting were as follows:
During the FY 2023-24, the committee met four (4) times through video conferencing on the following dates.
|
25/05/2023 |
10/08/2023 |
09/11/2023 |
13/02/2024 |
|
Name of the Member |
Designation |
No. of Meeting of Attended |
|
Shri. Ajit P. Walwaikar |
Chairman |
4 |
|
Shri. Pheroze Dhanbhoora |
Member |
3 |
|
Shri. Adi F. Madan |
Member |
4 |
The Company has complied with the Secretarial Standards on Board Meetings and General Meetings, i ssued by The Institute of Company Secretaries of India.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Fraud and corruption-free work culture has been the core of the Company. In view of the potential risk of fraud, corruption, and unethical behavior, which could adversely impact the Companyâs business operations, the Company has an established mechanism for Directors/Employees to report concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct or ethics policy. It also provides for adequate safeguards against victimization of Directors/employees who avail of the mechanism.
The Company affirms that no personnel have been denied access to the Audit Committee.
The Company has formulated a Policy of Vigil Mechanism and has established a mechanism that any personnel may raise Reportable Matters within 60 days after becoming aware of the same. All suspected violations and Reportable Matters are reported to the Chairman of the Audit Committee. The key directions/actions are informed to the Managing Director of the Company.
DIRECTORSâ RESPONSIBILITY STATEMENT
In pursuance of section 134 (5) of the Companies Act, 2013, the Board of Directors hereby confirms that:
(a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have 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 to give a true and fair view of the state of affairs of the Company as on March 31, 2024, and of the profit and loss of the Company for the period ended March 31,2024.
(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 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.
As the Company has no subsidiaries, Section 129(3) of the Companies Act, 2013, does not apply. ANNUAL RETURN
In terms of provisions of Section 92(3), 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial year ended March 31, 2023, is placed on the website of the Company and can be accessed at http://viratindustries.com/.
AUDITORS
M/s. B. K. Khare & Co., Chartered Accountants (Firm Registration No. 105102W) were re-appointed as the Statutory Auditors of the Company for a tenure of 5 years commencing from the conclusion of the 32nd AGM of the Company until the conclusion of the 37th AGM of the Company to be held in the year 2027. The Statutory Auditorâs Report does not contain any qualifications, reservations, adverse remarks, or disclaimers.
M/s. Vishal Dewang & Associates, practicing Company Secretary was appointed as a Secretarial Auditor under the provision of section 204 of the Companies Act, 2013 for FY 2023 - 2024. The Report of the Secretarial Auditor for FY 2023 - 2024 is annexed to this report as Annexure - I. The said Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks, or disclaimers.
As observed by Mr. Vishal Dewang, the company did not have a Whole-Time Company Secretary from 03rd December 2023 to 29th February 2024. However, the company has appointed a new Whole-Time Company Secretary at the meeting of the Board of Directors held on 01st March, 2024. The company has complied with the provisions of Regulation 6 of SEBI (LODR) Regulations, 2015 and Section 203(4) of the Companies Act, 2013.
Also, at the time of Secretarial Audit, the website of the company was in the process of updation. however, it is fully functional as on date.
The Board of Directors has appointed M/s S.R. Rege & Co., Chartered Accountant, as Internal Auditors for the FY 2023 - 2024 to conduct the internal audit of the various areas of operations and records of the Company. The periodic reports of the said internal auditors are regularly placed before the Audit Committee along with the comments of the management on the action taken to correct any observed deficiencies on the working of the various departments.
Your Company is not required to maintain cost accounting records as specified under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS, AND OUTGOING
Additional information on conservation of energy, technology absorption, foreign exchange earnings, and outgo as required to be disclosed in terms of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for the FY 2023 - 2024 is annexed and forms part of this Report as Annexure - II.
DETAILS RELATING TO DEPOSITS
The Company has not accepted any deposit during the year, nor has any deposit remained unpaid or unclaimed as at the end of the year.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
No significant and material orders were passed by the regulators or Courts or Tribunals during the year, which would adversely impact the Company''s operation in the future.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Your Company has not-
⢠Given any loan to any person or other body corporate,
⢠Given any guarantee and provided any security in connection with a loan to any other body corporate or any person.
⢠Acquired by way of subscription, purchase or otherwise the securities of any other body corporate otherwise than in accordance with the law.
TRANSFER OF UNCLAIMED DIVIDEND AND SHARES
During the year, your Company transferred the ?5,15,387/- for the financial year ended March 31, 2015, to the Investor Education and Protection Fund in compliance with the provisions ofSections 124 and 125 of the Companies Act, 2013.
In compliance with these provisions read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, your Company also transferred 11,586 Shares to the Demat Account of the IEPF Authority, in respect of which dividend had remained unpaid/ unclaimed for a consecutive period of 7 years.
RISK MANAGEMENT
A documented risk management policy is in place as per section 134(3) (n) of the Companies Act, 2013.
Your Company is exposed to risk from fluctuation of foreign exchange rates, market economic slowdown or decline in demand in the country of buyers of your Companyâs products, prices of raw materials and finished goods, compliances risk and people risk.
⢠Foreign Exchange Risk
During year under review the Company endeavored to further mitigate the risk associated with the exchange fluctuations by entering into Forward Contracts with the Companyâs Bankers, on a very conservative and risk-adverse basis.
⢠Commodity Prices Risk
Your Company proactively manages the risk of purchasing raw materials through forward booking,vendor development practices, and inventory management. The Companyâs strong reputation for quality and services with overseas clients to some extent mitigates the impact of price risk on finished goods.
⢠Compliance Risk
Your company must follow various statutes and regulations including the Companies Act. The Company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.
⢠People Risk
Your Company nurtures and grooms the talented and key personnel for future business leadership and looks after them judiciously so that they stay with the Company.
CORPORATE SOCIAL RESPONSIBILITY
Section 135(1) of the Companies Act, 2013, is not applicable to your Company, because the net worth, turnover, and net profit of your Company during the year is less than the required limits.
SEBI notified the SEBI (Prohibition of Insider Trading) Regulations, 2015 which came into effect from May 15, 2015. Pursuant thereto, the Company has formulated a new Code for Prevention of Insider Trading for Directors, Promoters and Senior Executive Officers.
The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of the Companyâs shares by the Directors, Key managerial personnel, and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.
All related party transactions that were entered during the financial year were in the ordinary course of business of your Company and were on arm''s length basis. There were no materially significant related party transactions entered by your Company with Promoters, Directors, Key Managerial Personnel, or other persons which may have a potential conflict with the interest of your Company. The details are given in Annexure - III, forming part of this report.
During the year, the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues etc.
MEETING OF INDEPENDENT DIRECTORS
All the independent Directors of the Company held a meeting on February 13, 2024 and reviewed the performance of non-independent Directors and the Board as a whole. They also assessed the quality, quantity, and timeliness of flow of information between the Company management and the Board.
They expressed their satisfaction at the performance of non-independent Directors and appreciated the flow of information from the Company management.
RATIO OF REMUNERATION TO EACH DIRECTOR
The ratio of remuneration of each director to the median employee''s remuneration and other details in terms of sub-section 12 of section 197 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming a part of this Report as Annexure IV.
Your Company has paid the listing fees up to March 31, 2024, to the Bombay Stock Exchange on April 23, 2024.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION
Your Company is committed to adopting good Corporate Governance practices in letter and spirit. A detailed report on Corporate Governance is given in a separate section of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management 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.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of ''The Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act, 2013. An âInternal Complaints Committee (ICC)â has been set up to redress complaints received regarding Sexual Harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. A Lady NGO representative is a member of the said Internal Complaints Committee and regularly attends the meetings which are noted.
The following is a summary of Sexual Harassment complaints received and disposed of during the year 2023 - 2024:
No. of complaints received: Nil
No. of complaints disposed of: Not applicable
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANACIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2024 AND DATE OF THIS REPORT
There were no Material changes and Commitments affecting the Financial Positions of the Company which have occurred between March 31,2024 and date of this report.
As per provision of Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of the employees are required bbe annexed in respect of the employees of the Company who were in receipt of total remuneration of ? 60.00 Lakh per annum or ? 5.00 Lakh per month. During the financial year 2023 - 2024, there is no employee drawing remuneration as above.
Your Directors wish to place on record their sincere appreciation for the co-operation and support extended to the Company by the Government of India, the Gujarat State Government and by the relevant Government Authorities, Central, State and Local, the Companyâs Bankers and Business Associates.
Your Directors also thank all the employees at every level, who, through their dedication, cooperation, and support, have enabled the Company to achieve sustained growth.
And to you, our Shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.
Mar 31, 2018
The Directors are pleased to present the 28th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2018.
First year of implementation of Indian Accounting Standards (Ind AS):
This is the first year of implementation of the Indian Accounting Standards (Ind AS). The standalone financial statements for the year ended March 31, 2018 have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The financial statements for the year ended March 31, 2017 have been restated in accordance with Ind AS for comparative information.
FINANCIAL RESULTS AND ACCOUNTS:
The Financial Results are as under: (Rs. in Lacs)
|
Particulars |
2017 - 2018 |
2016 - 2017 |
|
Gross Income |
3569.00 |
2724.89 |
|
Profit Before Interest and Depreciation |
672.81 |
647.87 |
|
Finance Charges |
13.50 |
8.02 |
|
Gross Profit before Depreciation |
659.31 |
639.85 |
|
Provision for Depreciation |
162.39 |
136.01 |
|
Net Profit Before Tax |
496.92 |
503.84 |
|
Provision for Tax |
153.61 |
151.41 |
|
Net Profit After Tax |
343.31 |
352.43 |
|
Note: (i) Proposed Dividend on Equity Share Proposal Dividend for the year ended 31st March, 2018/ Actual dividend paid for the year ended 31st March, 2017 Rs.2.50 per share |
123.08 |
|
|
Dividend Distribution Tax on proposed Dividend |
- |
25.06 |
|
Proposed Dividend on Equity Share are subject to approval in the Annual General Meeting and are not recognised as liability (including Dividend Distribution Tax thereon) as at 31st March, 2018. |
||
Year in retrospect
The year under review has been quite inspiring in view of landmark growth in sales; against the backdrop of many headwinds like pressure on prices, adverse exchange rates and delays in goods and service tax (GST) related export refunds.
Revenues:
The knitting production of 86.34 lakh pairs this year, being the all time high achieved so far, recorded commendable volume growth of 36.87% over the previous year. The despatches of 82.55 lakh pairs this year, the highest made since start of the factory have made quantum jump of 37.12% compared to the previous year, reflecting significant improvement in demand pull in export market, in line with the global upswing in economic activity.
Amid optimism and rising business sentiments in export markets, sales of your Company stood at Rs.3026.84 lakh, reporting significant growth of 29.01% over previous year led by volume growth in export market and deeper penetration of menâs trainer, ladies socks and Football socks for niche customers. The difference in growth rates of 8.10% between pairs despatched and sales value earned is due to 5.73% decline in the realised rate per pair, caused by adverse exchange rates, prices under pressure particularly in multi pair packs (10 pairs per pack), intensified competition from China and other countries enjoying exemption of import duty; and also significant changes of client-mix and product-mix.
The export sales constituted 90.97% of total sales of the Company, against 86.17% in the previous year. The export sales, this year, were 36.23% higher compared to the previous year.
Domestic sales of your Company comprise mainly of the contract manufacturing of socks supplied to reputed Branded outlets, and also under the Companyâs own Brand âLord Walkerâ launched in the end of 2014. Under the own brand âLord Walkerâ, the Company supplies socks to some big cities through distributors. Over the years, the structural shift from unorganized to organized trade in the domestic market has been slow and uninspiring. However the easing of GST related hurdles, along with E-way bill implementation will make it difficult for the unorganized players to compete and would support the organized players. Your Company is making relentless efforts to increase its share in domestic market and thereby reducing the risk of relying solely on the export business.
Exchange Rate:
Your Company is predominantly an export unit and, therefore its performance is highly vulnerable to fluctuations in exchange rates. There was a depreciation of both Great Britain Pound (GBP) and United State Dollar (USD) during the year. The rupees actually realised by your Company per one GBP were Rs.85.85 this year against Rs.87.98 in the previous year and per one USD were Rs.65.14 this year against Rs.67.28 in the previous year. This resulted in a loss of Rs.89.24 lakh in export value realisation during the year, working out Rs.1.20 per pair of exported socks.
Your Company follows a conservative and risk-averse approach towards managing its foreign currency exposure. Hence, the Company endeavoured this year also to mitigate the risk associated with the exchange fluctuation by entering into forward contracts with the Companyâs Bankers, else the losses due to exchange rates would have been higher.
Goods and Service Tax:
Goods and Service Tax was introduced from 1st July 2017 as a unified tax across India in substitution of countervailing duty of customs, excise duty, sales tax, vat, service tax, etc. It was indeed a necessity for ease of doing business.
For July/Septâ17 quarter, your Company availed of same higher rates of duty draw back (average 9 to 9.5% of FOB) on export sale, as prevalent then and therefore did not claim Input Tax Credit (ITC) of GST paid on inputs and input services for the said quarter.
From Oct/Decâ17 and onwards; the duty draw back rates in respect of products manufactured by your Company were reduced to 2.5% of FOB value (customs part only) and in return your Company was entitled to take of ITC from 1st October, 2017 of the GST paid on inputs and input services as also the ITC in respect of stock on hand of raw materials, raw materials contained in WIP and raw materials contained in Finished Goods on the opening stock of 01.10.2017. The average monthly amount of GST paid by your Company amounts to Rs.21.00 lakh, which cannot be adjusted by output tax liability on total domestic and export sale of Rs.250.00 lakh per month because the output GST rate on the products manufactured by your company is 5% ad valorem.
The company is facing the menace of inverted duty structure wherein the output tax liability GST rate is 5% whereas the input tax GST rate is 12% - 18% for various raw materials and input services.
Your company has been successful in getting sanctioned refund claim in respect of IGST paid on imported capital goods; however in claiming the refund of ITC paid on inputs and input services there are numerous hurdles in GST related export refund procedure, with no satisfactory work method available even after so many months.
Unutilized balance eligible for refund lying in the electronic credit ledger is Rs.125.73 lakh, which include Rs.21.50 lakh for which refund orders have been received; but payment not remitted. Most exporters in India are facing this problem in getting GST related export refunds; resulting in blockage of working capital funds.
Expenditure:
Raw material prices, normally cotton and nylon remained soft during the year, mainly due to benefit of ITC in the last six months of the year.
Raw material cost per pair was Rs.15.79 this year against Rs.13.72 in previous year, resulting in 15% rise; despite prices remaining more or less steady. The increase is mainly due to substantial increase in the production of terry socks, which consume about 40% additional cotton yarn. Besides, the higher production of football socks this year compared to the previous year, has contributed to higher cost of raw materials per pair.
Total employeesâ remuneration expenses for the year were 16% higher in absolute terms, against 37% escalation in knitting production.
At the plant level, the operational focus has been to reduce the cost of stores and spares, utilities and other overheads per pair of sock.
Overhead expenses (total expenses of the Company excluding raw materials, packing materials and depreciation) which include all manufacturing, marketing, administrative, financial and legal expenses of the Company went up by 25.22%; against 37% increase in knitting production.
Profit before Tax:
The profit before tax as per INDAS, stood at Rs.496.92 lakh this year, as compared to Rs.503.84 lakh in the previous year, resulting in drop of 1.37%. The increase in profits expected from 29.01% growth in sales this year has been more than offset by adverse exchange rates, pressure on prices and increase in raw material cost per pair.
Your Company continues to be preferred supplier of socks to quality conscious clientele of overseas markets; because of its strong attributes like wide range of products with internationally acclaimed quality norms, in-time despatches, quick communication and fast adaptability to the latest fashion market trends and innovations. Prompt submission of samples required by clients, has been one of the major strengths of your Company and it is working as a seeding process to promote and generate orders.
Exports will continue to be main thrust area of your Company because export clients offer large size orders, which result in better plant efficiency, improvement in quality norms as accepted in international market; and better management of inventory as your Company is mainly order driven and manufactures requisite quantity of socks as per purchase order with no remnants and surplus left. Exports create better quality culture in work place. There is assured security in recovery of export receivables. However, it is expected that sales in domestic market will also play an increasingly important role in future.
FINANCE
As on the date of Balance Sheet, the Company is debt free in terms of long term loans, excepting loan on vehicles.
WORKING CAPITAL LOAN
The Company is enjoying export packing credit and foreign bills purchase facilities.
INSURANCE
The properties and insurable interests of your Company in buildings, plant, machinery, stocks, etc. are adequately insured by the Company.
DIVIDEND
The Board of Directors of the Company has recommended a dividend of Rs.1.50 per share of Rs.10/- each (15%). The total dividend will absorb Rs.73.85 lakh excluding Rs.15.04 lakh (20.36%) as tax on dividend. The dividend will be free of tax in the hands of the shareholders of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL KEY MANAGERIAL PERSONNEL
Shri. A. S. Baholu resigned from the post of Company Secretary and Compliance Officer of the Company with effect from 10.02.2018. The Board of Directors places on record their appreciation for his good work and service provided by Shri. A. S. Baholu during his tenure as Company Secretary and Compliance Officer of the Company.
The Board of Directors appointed Shri. Tony Gandhi as the new Company Secretary and Compliance Officer of the Company with effect from 11.02.2018 in place of Shri. A. S. Baholu. Shri. Tony Gandhi has worked with the Company as a Trainee Company Secretary and subsequently Deputy Company Secretary before his appointment as a Company Secretary.
BOARD OF DIRECTORS
The Company has a broad based Board of Directors, duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There is one Woman Director on the Board. The changes in the composition of the Board of Directors are carried out in compliance with the provisions of the Act.
Policy formulations, setting up of goals, evaluations of performance and control functions vest with the Board. The composition of the Board of Directors of the Company as on March 31, 2018 was as follows;
|
Sr. No. |
Name of the Director |
Category |
|
1. |
Shri. Vijay V. Merchant |
Chairman - Non-Executive |
|
2. |
Shri. Arun S. Sanghi |
Independent Director |
|
3. |
Shri. Adi F. Madan |
Managing Director |
|
4. |
Shri. Ajit P. Walwaikar |
Independent Director |
|
5. |
Shri. Harish H. Shah |
Independent Director |
|
6. |
Smt. Ayesha K. DadyBurjor |
Whole-time Director |
|
7. |
Shri. Vinay V. Sanghi |
Independent Director |
|
8. |
Shri. Kaizad DadyBurjor |
Non-Executive Director |
|
9. |
Shri. Pheroze A. Dhanbhoora |
Non-Executive Director |
BOARD MEETINGS
Regular meetings of the Board of Directors are held to discuss and decide on various business policies, strategies and other business.
The Board met Five (5) times during the FY 2016-17, on the following dates.
|
04/05/2017 |
29/06/2017 |
10/08/2017 |
|
09/11/2017 |
08/02/2018 |
|
Name of the Member |
No. of Meetings Attended |
Whether attended Last AGM |
|
Shri. Vijay V. Merchant |
5 |
YES |
|
Shri. Arun S. Sanghi |
4 |
NO |
|
Shri. Adi F. Madan |
5 |
YES |
|
Shri. Ajit P. Walwaikar |
5 |
YES |
|
Shri. Harish H. Shah |
5 |
YES |
|
Smt. Ayesha K. DadyBurjor |
5 |
YES |
|
Shri. Vinay Sanghi |
3 |
NO |
|
Shri. Kaizad DadyBurjor |
5 |
YES |
|
Shri. Pheroze A. Dhanbhoora |
4 |
YES |
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Independent Directors have submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act 2013, stating that they meet the criteria of independence as provided in subsection (6).
COMPOSITION OF AUDIT COMMITEE
The Board has constituted an Audit Committee comprising of three Independent Directors and two Directors totaling five members. The Audit Committee reviews reports including significant audit observations and follow-up actions thereon. The Audit Committee also meets the Companyâs Statutory Auditors to ascertain their views on the financial statement. The Committee members meet regularly and make their recommendations in accordance with the terms of reference specified by the Board. Such recommendations are thoroughly discussed in Board meetings and by and large accepted for implementation.
The names of Committee members are as under;
Shri. Ajit P. Walwaikar - Chairman
Shri. Arun S. Sanghi - Member
Shri. Vijay V. Merchant - Member
Shri. Harish H. Shah - Member
Shri. Pheroze A. Dhanbhoora - Member
The Committee met Four (4) times during the Financial Year ended on 31/03/2018. All the members of the Audit Committee are financially literate and bring in expertise in the fields of Finance, Taxation, Technical, Secretarial and Legal issues. The attendance records of the members at the meeting were as follows:
|
Name of the Member |
Designation |
No. of Meetings Attended |
|
|
Shr |
. Ajit P. Walwaikar |
Chairman |
4 |
|
Shr |
. Arun S. Sanghi |
Member |
4 |
|
Shr |
. Vijay V. Merchant |
Member |
4 |
|
Shr |
. Harish H. Shah |
Member |
4 |
|
Shr |
. Pheroze A. Dhanbhoora |
Member |
3 |
NOMINATION AND REMUNERATION COMMITTEE
The Board has constituted a Nomination and Remuneration Committee consisting of three Independent Directors. The names of Committee members are as under;
Shri. Ajit P. Walwaikar - Chairman
Shri. Arun S. Sanghi - Member
Shri. Harish H. Shah - Member
The Committee has the mandate to recommend appointment/re-appointment of Executive Directors and appointment of employees from the level of Vice-President and above along with the remuneration to be paid to them. The remuneration is fixed keeping in mind the personâs track record, his/her potential, individual performance, the market trends and scales prevailing in the similar industry.
The Committee met one (1) time during the financial year ended on 31/03/2018. The attendance records of the members at the meeting were as follows:
|
Name of the Member |
Designation |
No. of Meetings Attended |
|
Shri. Ajit P. Walwaikar |
Chairman |
1 |
|
Shri. Arun S. Sanghi |
Member |
1 |
|
Shri. Harish H. Shah |
Member |
1 |
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Board has constituted a Stakeholder Relationship Committee consisting of three Directors, two independent Directors and the Managing Director.
The names of Committee members are as under;
Shri. Arun S. Sanghi - Chairman
Shri. Adi F. Madan - Member
Shri. Ajit P. Walwaikar - Member
The Company Secretary is designated as the âCompliance Officerâ who oversees the redressal of the Investorsâ grievances.
The Committee meets to approve share transfers, transmission, issue of duplicate share certificates, rematerialization of shares and all other issues pertaining to shares and also to redress investor grievances like non-receipt of dividend warrants, non-receipt of share certificates, etc. The Committee regularly reviews the movement in shareholding and ownership structure. The Committee also reviews the performance of the Registrar and Transfer Agents.
The Committee met Four (4) times during the financial year ended on 31/03/2018. The attendance records of the members at the meeting were as follows:
|
Name of the Member |
Designation |
No. of Meetings Attended |
|
Shri. Arun S. Sanghi |
Chairman |
4 |
|
Shri. Ajit P. Walwaikar |
Member |
4 |
|
Shri. Adi F. Madan |
Member |
4 |
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Fraud and corruption free work culture has been the core of the Company. In view of the potential risk of fraud, corruption and unethical behavior, which could adversely impact the Companyâs business operations, the Company has an established mechanism for Directors/Employees to report concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct or ethics policy. It also provides for adequate safeguards against victimization of Directors/employees who avail of the mechanism. The Company affirms that no personnel have been denied access to the Audit Committee. The Company has formulated a Policy of Vigil Mechanism and has established a mechanism that any personnel may raise Reportable Matters within 60 days after becoming aware of the same. All suspected violations and Reportable Matters are reported to the Chairman of the Audit Committee. The key directions/actions are informed to the Managing Director of the Company.
DIRECTORSâ RESPONSIBILITY STATEMENT
In pursuance of section 134 (5) of the Companies Act, 2013, the Board of Directors hereby confirms that:
(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations 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 as on 31st March, 2018 and of the profit and loss of the Company for the period ended 31st March, 2018;
(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 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.
SUBSIDIARIES
As the Company has no subsidiaries, Section 129(3) of the Companies Act, 2013, does not apply.
EXTRACT OF ANNUAL RETURN
Pursuant to sub-section 3(a) of section 134 and sub-section (3) of section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return in Form No. MGT-9 as at March 31, 2018 forms part of this report as Annexure I.
AUDITORS
M/s. B. K. Khare & Co, Chartered Accountants (Firm Registration No. 105102W), was appointed as the Statutory Auditors of the Company at its 27th Annual General meeting from the conclusion of the said meeting until the conclusion of 32nd Annual General meeting. The said appointment, is subject to ratification by members every year.
The Auditorsâ Report to the Shareholders for the year under review does not contain any qualification.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Shri. A. J. Gandhi practicing Company Secretary was appointed as a Secretarial Auditor under the provision of section 204 of the Companies Act, 2013 for the financial year 2017 - 18, in the Board Meeting held on 4th May, 2017. The Report of the Secretarial Auditor for the F.Y. 2017-18 is annexed to this report as Annexure - II. The Report does not contain any qualification.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOING
Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for the F.Y. 2017-18 is annexed and forms part of this Report as Annexure - III.
DETAILS RELATING TO DEPOSITS
The Company has not accepted any deposit during the year, nor has any deposit remained unpaid or unclaimed as at the end of the year.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
No significant and material orders were passed by the regulators or Courts or Tribunals during the year, which would adversely impact the Companyâs operation in future.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The existing internal financial controls are commensurate with the nature, size, complexity and business processes followed by the Company. They have been reviewed and found generally satisfactory on the following key control matrices.
a) Entity Level Control
b) Financial Control
c) Operational Control
which included authority and organization matrix, risk management practices, compliance framework within the origination, ethics and fraud risk management, management Information system, self assessment of control point, business continuity and disaster recovery planning, budgetary system, etc.
Section 134(5)(e) of the Companies Act, 2013 requires the submission of a report by the Board of Directors of a listed Company which includes a statement ensuring that the Company has laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and operating effectively.
During the year, the Company prepared Policy Documents with regard to Internal Financial Control, along with Risk Control Matrix. The same have been tested by the Internal Auditors and the Statutory Auditors.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Your Company has not-
- given any loan to any person or other body corporate,
- given any guarantee and provided any security in connection with a loan to any other body corporate or any person.
- acquired by way of subscription, purchase or otherwise the securities of any other body corporate otherwise than in accordance with the law.
TRANSFER OF UNCLAIMED DIVIDEND
During the year, your Company transferred the Rs.1,46,901 for the financial year ended 31st March, 2009 to the Investor Education and Protection Fund in compliance with the provisions of Sections 124 and 125 of the Companies Act, 2013.
In compliance with these provisions read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, your Company also transferred 59,710 Shares to the Demat Account of the IEPF Authority, in respect of which dividend had remained unpaid/ unclaimed for a consecutive period of 7 years.
RISK MANAGEMENT:
A documented risk management policy is in place as per section 134(3)(n) of the Companies Act, 2013.
Your Company is exposed to risk from fluctuation of foreign exchange rates, market economic slow down or decline in demand in the country of buyers of your Companyâs products, prices of raw materials and finished goods, compliances risk and people risk.
Foreign Exchange Risk:
During year under review the Company endeavoured to further mitigate the risk associated with the exchange fluctuations by entering into Forward Contracts with the Companyâs Bankers, on very conservative and risk-averse basis.
Commodity Prices Risk:
Your Company proactively manages the risk of purchasing raw materials through forward booking, vendor development practices and inventory management. The Companyâs strong reputation for quality and services with overseas clients to some extent mitigates the impact of price risk on finished goods.
Compliance Risk:
Your company has to follow various statutes and regulations including the Companies Act. The Company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.
People Risk:
Your Company nurtures and grooms the talented and key personnel for future business leadership and looks after them judiciously so that they stay with the Company.
CORPORATE SOCIAL RESPONSIBILITY
Section 135(1) of the Companies Act, 2013, is not applicable to your Company, because the net worth, turnover and net profit of your Company during the year is less than the required limits.
PREVENTION OF INSIDER TRADING
SEBI notified the SEBI (Prohibition of Insider Trading) Regulations, 2015 which came into effect from May 15, 2015. Pursuant thereto, the Company has formulated a new Code for Prevention of Insider Trading.
The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Companyâs shares by the Directors, Key managerial personnel and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered during the financial year were in the ordinary course of the business of your Company and were on armâs length basis. There were no materially significant related party transactions entered by your Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of your Company. The details are given in Annexure - IV, forming part of this report.
FORMAL ANNUAL EVALUATION
During the year, the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues, etc.
MEETING OF INDEPENDENT DIRECTORS
All the four (4) independent Directors of the Company held a meeting on 08th February 2018, and reviewed the performance of non-independent Directors and the Board as a whole. They also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board.
They expressed their satisfaction at the performance of non-independent Directors and appreciated the flow of information from the Company management.
COST AUDITORS
The Companies (Cost Records and Audit) Rules, 2014 does not require textile industry to have cost audit records. Moreover, in terms of Rule 7, where the revenue of a company from exports, in foreign exchange, exceeds seventy five percent of its total revenue, the said company is also exempted from maintaining cost audit records. The above rules were notified on 30.06.2014. In view of the above, the Company is exempted from maintaining Cost Audit records and appointment of Cost Auditor for the financial year 2017-18.
RATIO OF REMUNERATION TO EACH DIRECTOR
The ratio of the remuneration of each director to the median employeeâs remuneration and other details in terms of sub-section 12 of section 197 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming a part of this Report as Annexure V of this report.
LISTING FEES
Your Company has paid the listing fees up to 31st March, 2019 to the Bombay Stock Exchange on 25th April, 2018.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION
Your Company is not mandatorily required to submit a Corporate Governance Report as the equity share capital and net worth of the Company is less than the required limits as on the last date of the previous financial year. Provided that where the provision of the Act becomes applicable to the Company at a later date, the Company shall comply with the requirement within six months from the date on which the provisions become applicable to the Company.
ANTI SEXUAL HARASSMENT POLICY
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of âThe Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding Sexual Harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Lady NGO representative is the member of the said Internal Complaints Committee and regularly attends the meetings which are minuted.
The following is a summary of Sexual Harassment complaints received and disposed of during the year 2017-18:
No. of complaints received: Nil
No. of complaints disposed of: Not applicable
PARTICULARS OF EMPLOYEES
As per provision of Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of the employees are required to be annexed in respect of the employees of the Company who were in receipt of total remuneration of Rs.60.00 Lakh per annum or Rs.5.00 Lakh per month. During the financial year 2017-18, there is no employee drawing remuneration as above.
ACKNOWLEDGMENT
Your Directors wish to place on record their sincere appreciation for the co-operation and support extended to the Company by the Government of India, the Gujarat State Government and by the relevant Government Authorities, Central, State and Local, the Companyâs Bankers and the Business Associates.
Your Directors also thank all the employees at every level, who, through their dedication, co-operation and support, have enabled the Company to achieve sustained growth.
And to you, our Shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.
For and on behalf of the Board of Directors
Place: Mumbai, Vijay V. Merchant
Date : 25th May, 2018. Chairman
Mar 31, 2017
The Directors are pleased to present the 27th Annual Report together with the Audited Statement of Accounts for the year ended 31 March, 2017.
FINANCIAL RESULTS AND ACCOUNTS:
The Financial Results are as under: (Rs. in Lacs)
|
Particulars |
2016 - 2017 |
2015 - 2016 |
|
Gross Income |
2649.02 |
2639.24 |
|
Profit Before Interest and Depreciation |
576.85 |
574.33 |
|
Finance Charges |
8.02 |
3.89 |
|
Gross Profit before Depreciation |
568.83 |
570.43 |
|
Provision for Depreciation |
129.89 |
122.26 |
|
Net Profit Before Tax |
438.94 |
448.17 |
|
Provision for Tax |
148.00 |
146.35 |
|
Net Profit After Tax |
290.94 |
301.82 |
|
Balance of Profit brought forward |
890.45 |
766.96 |
|
Balance available for appropriation |
1181.40 |
1068.78 |
|
Proposed Dividend on Equity Shares (previous year Rs.2.50 per Equity Share) (Refer Note No. (i)) |
_ |
123.09 |
|
Tax on proposed Dividend |
- |
25.06 |
|
Transfer to General Reserve |
- |
30.18 |
|
Surplus carried to Balance Sheet |
1181.40 |
890.45 |
|
Note: (i) Proposed Dividend on Equity Share |
|
|
|
Proposed Dividend for the year ended 31 March, 2017 Rs. 2.50 per share |
123.08 |
_ |
|
Dividend Distribution Tax on proposed dividend |
25.06 |
- |
|
Proposed Dividend on equity share are subject to approval in the Annual General Meeting and are not recognized as liability (including Dividend Distribution Tax thereon) as at 31 March, 2017. |
||
Year in retrospect
The year under review has been quite satisfying and successful for your Company, against the backdrop of many challenges and fierce global headwinds.
Revenues:
The knitting production of 63.08 lakh pairs this year, being the all time high achieved so far, recorded commendable volume growth of 11.53% over the previous year. The dispatches of 60.20 lakh pairs this year, the highest made since inception of the factory, are 9.20% higher compared to the previous year, reflecting an improved demand pull for your Company''s socks in both overseas and domestic markets. Sales for the year remained flat at Rs. 2344 lakh against Rs. 2340 lakh of the previous year. The disparity in growth rates between pairs of socks dispatched and sales value earned is due to 8.20% decline in the realized rate per pair, caused by a weak pound, prices under pressure and increased share of sneaker socks in the sales-mix. The prices of sneaker socks which have very low leg length, are 25% to 30% lower than men socks, but their profitability per unit of knitting capacity is in parity with men socks due to their reduced cost structure.
The export sales constituted 86.17% of total sales of your Company.
Domestic sales of your Company comprise mainly of contract manufacturing of socks supplied to Branded outlets, and also under the Company''s own Brand ''Lord Walker'' launched in the end of 2014. Under the own brand ''Lord Walker'', the Company supplies socks to some big cities through distributors and children socks to all
India branches of a very reputed shoe supplying brand. Domestic sales this year were the highest ever and stood at Rs. 324.34 lakh and posted a robust growth of 86%. This was achieved with increased contract manufacturing volumes of business from existing brands and also reaching out to new reputed brands. Gradually your Company is emerging as one of the premium quality supplier of socks to domestic outlets also. After exports, the domestic marketing is one more thrust area which your Company is striving to focus on, and thereby spread the risk of relying solely on export business.
Exchange Rate:
Your Company is predominantly an export unit and, therefore, vulnerable to fluctuations in exchange rates. There was a steep depreciation of the Great Britain Pound (GBP) in the aftermath of Brexit. The rupees per one GBP actually realized by your Company from pound currency export sales during the year were Rs.87.98 against Rs.98.63 of the previous year. This resulted in a loss of Rs.76.45 lakh in export value realization during the year.
The actual realized exchange rate of rupees to dollar by your Company remained in the bandwidth of Rs.64.44 to Rs.68.56 during the year against Rs.60.88 to 72.82 in the previous year.
Your Company follows a conservative and risk-averse approach towards managing its foreign currency exposure. Hence the Company endeavoured this year to further mitigate the risk associated with the exchange fluctuation by entering into forward contracts with the Company''s Bankers, else the losses due to exchange rates would have been higher.
Expenditure:
Raw materials constitute 37% of sales value of your Company. The prices of all raw materials, particularly of 20s combed cotton yarn, both dyed and melange, steadily escalated during the year. The prices of 20s black combed cotton yarn increased from Rs.334 per kg in April''16 to Rs.373 per kg in March''17. The price of 20/70 nylon covered elastane moved from Rs.515 per kg in April''16 to Rs.540 per kg in March''17. The price of 2/100 nylon 66 increased by Rs.70 per kg compared to last year. Such escalations adversely impacted the bottom line of the Company.
The employees'' remuneration expenses for the year were 4.67% higher in absolute terms.
At the plant level, the operational focus has been to reduce the cost of stores and spares, utilities (Power and Gas) and other overheads. Stores and spares expenses reduced by 8.05% in absolute terms. Utilities Cost remained almost flat as per last year despite the 9.05% higher knitting capacity utilization.
Overhead expenses (total expenses of the Company excluding raw materials, packing materials, depreciation and non-operating expenses) which include all manufacturing, marketing, administrative, financial and legal expenses of the Company went up by 1.48% over the last year. The knitting production increased by 11.53% and knitting capacity utilization enhanced by 9.05%. The increase in capacity utilization, with much improved efficiency helped better absorption of overheads, contributing to offset the impact of the adverse factors and cost escalations.
Profit before Tax:
The profit before tax stood at Rs.439 lakh as compared to Rs.448 lakh for the previous year, the variance, apart from the foreign exchange loss, being also on account of non-operating expenses like loss on sale of fixed assets and write off of store/spares of discarded machines during the year. The profit as a percentage of sales value stood at 18.71%, compared to 19.16% for the previous year. Notwithstanding numerous unfavourable factors like weak pound, pressure on prices and escalation in raw materials prices, it is really noteworthy for your Company to maintain the bottom line closely comparable with the previous year. This has been achieved by adopting several cost cutting initiatives, higher utilization of knitting machines capacity with improved efficiency, supported by marked benefit of economies of scale.
Your Company continues to be a preferred quality suppler of socks to top brands because of its strong attributes like products with internationally acclaimed quality norms, in time dispatches, quick communication and fast adaptability to the latest fashion market trends and innovations. One of the major strengths developed by your Company is the prompt submission of samples which works as a seeding process to promote and generate orders.
Capital Investments:
It has been the consistent policy of your Company to plough back a substantial part of surplus profits every year to revamp and upgrade mainly the knitting facilities to increase throughputs, improve product-mix and reduce cost of production.
The Company installed 24 latest model imported sock knitting machines in September''16 consisting of 12 very high productivity machines, and 12 knitting machines which have facilities to knit exclusive technical athletic socks for niche market. The benefit of increased throughput and reduction in operating cost were visible in the year just ended, and the Company expects significant further improvements in the coming year.
Twelve new Technical sock knitting machines have capability to knit mainly football/athletic socks for niche markets. Such socks are exclusive and difficult to copy by competitors due to the non availability of such equipment and expertise. Initial orders of such technical football socks have been exported through approved freight agents of the Company''s UK client to existing and newer geographies of the world.
Your Company is optimistic that this niche market business will gradually accelerate in future and finally leapfrog to bigger volumes with improved margins. Moreover it will differentiate your Company''s product-mix from other competitors.
The total capital outlay during the year was Rs.374.65 lakh, funded from the Company''s own accruals. Both imported and indigenous machines were purchased with zero percent excise/custom duty because your Company is operating under EPCG (Export Promotion Capital Goods) scheme where the obligation equivalent to six times of the duty saved is discharged by export of socks in a maximum of six years.
In next two years ie 2017-18 and 2018-19; your Company plans for modernizing and ploughing back funds to augment capacity and efficiencies, with top quality machines from overseas in replacement of old machines within almost the same infrastructural facilities in the knitting department. This will increase throughput, optimize cost and speed and cut down lead time of purchase orders. The capital investments are expected to leverage substantial growth in the bottom line of the Company in next two years.
The comparative performance highlights for last five years are as under:
|
|
Units |
2016-17 |
2015-16 |
2014-15 |
2013-14 |
2012-13 |
|
Income Statement |
|
|
|
|
|
|
|
Total Income |
Rs. in lakh |
2649.02 |
2639.24 |
2106.47 |
2251.20 |
2120.54 |
|
Export Sale |
Rs. in lakh |
2021.09 |
2165.28 |
1729.78 |
1923.53 |
1838.07 |
|
Operating EBITDA |
Rs. in lakh |
576.85 |
574.33 |
414.86 |
592.25 |
423.56 |
|
Net Profit before Tax |
Rs. in lakh |
438.95 |
448.17 |
302.18 |
486.60 |
328.47 |
|
Net Profit after Tax |
Rs. in lakh |
290.94 |
301.82 |
208.14 |
328.40 |
221.50 |
|
Cash Profit |
Rs.in lakh |
420.83 |
424.08 |
312.11 |
423.36 |
306.18 |
|
Balance Sheet |
|
|
|
|
|
|
|
Net Worth |
Rs. in lakh |
1772.12 |
1481.18 |
1327.50 |
1232.36 |
1007.64 |
|
Capital Employed |
Rs. in lakh |
1745.14 |
1475.50 |
1303.97 |
1287.68 |
1042.83 |
|
Significant Ratios |
|
|
|
|
|
|
|
Operating EBITDA/Net Sale |
% |
24.60 |
24.55 |
21.91 |
29.22 |
21.78 |
|
Return on Capital Employed (EBIT/Avg. CE) |
% |
27.94 |
32.77 |
24.84 |
44.37 |
34.10 |
|
Price Earning Ratio |
|
18.28 |
12.58 |
12.09 |
6.00 |
4.00 |
|
Book Value Per Share |
Rs. |
35.99 |
30.08 |
26.96 |
25.03 |
20.47 |
|
Current Ratio |
|
4.29 |
3.29 |
3.13 |
2.28 |
2.09 |
|
Operations |
|
|
|
|
|
|
|
Knitting Production |
Pairs in lakh |
63.08 |
56.56 |
41.86 |
51.92 |
57.42 |
|
Pairs Dispatched |
Pairs in lakh |
60.20 |
55.13 |
43.45 |
49.64 |
55.30 |
|
Sales realization |
Rs. per pair |
38.97 |
42.44 |
43.57 |
40.83 |
35.36 |
|
Earning Per Share |
Rs. |
5.91 |
6.13 |
4.23 |
6.67 |
4.50 |
There is no change in the nature of business of your Company for the year under review.
Overview of the Economy:
India remains one of the fastest growing emerging market economies driven by key structural reforms, normal monsoons and reduced external vulnerabilities. The October / December''16 GDP estimates of seven percent growth indicate that key domestic risk of demonetization has not undermined the growth momentum and growth prospects for 2017-18. The consumer price inflation has declined from 6 percent in July 2016 to 3.81 percent in March 2017.
The Macroeconomic scenario looks quite bright with the Union Budget adopting a fiscal consolidation path having achieved the fiscal deficit target of 3.5 percent of GDP in the 2016-17 budget.
India''s merchandise exports which started showing negative growth from January 2015, for 19 months in a row entered positive territory in September 2016. There is positive growth of 4.71% at value of merchandise exports reaching USD 274.65 billion in the year under review. Exports are the main spring of fast growth of every healthy economy. All miracle economies in Asia with GDP growth of about 7% had export growth above 15%. Even as the economy has made progress, it has yet to show a positive impact to improve merchandise exports, accelerate the pace of manufacturing and industrial activity and more significantly create jobs for unemployed youth which is a big challenge to the country.
However, the implementation of policy reforms announced in the Union Budget, new initiatives taken and good ground work done to improve the economy will hopefully put India on an accelerating growth track and improve the business out look.
During the year, the Company carried out sales in the following geographical segments: (In Rs.)
|
|
Europe |
UAE |
Rest of World |
India |
Total |
|
Revenues |
136,377,944 |
53,520,605 |
12,210,572 |
32,433,542 |
234,542,663 |
Industry Structure and Development
The Indian Textile manufacturing sector including hosiery and clothing is the second largest in the world after China. India is amongst the few countries in the world which has manufacturing facilities across the entire value chain from fibre to finished products ie garments. Besides, there is ample availability of cotton, Nylon, elastane, and other raw materials in India.
Of the total exports of textiles, garments (which include socks also) constitute 35%, the balance exports of textile include cotton fibre, yarn, fabrics both cotton and manmade. It is only by increasing the percentage of garment production, that India can attain significant benefit of value addition and support the large Indian demography. India''s share in global textile export is only 5%, while that of China is 39%.
The Textiles industry continues to be the second largest employer after agriculture, providing employment to 45-50 million people and indirect employment to another 55-60 million people. It holds the potential to support the Indian demography making sure it''s in synchronisation with the economic growth.
Opportunities
Your Company is well poised to seize opportunities available to the sock knitting industry on account of its state-of-the-art production facilities, technical expertise, good quality culture and emphasis on product innovation and growth potential.
The socks produced by your Company are meeting the international quality norms of comfort, ease, convenience, stretch, sizing, skin care and other parameters essential for inner wear apparel. They also meet the fashion demands in terms of design, different knits and multiple shades. The socks manufactured by your Company are sold in super market chains and also in upper end retail stores.
Your Company has been consistently revamping and upgrading its technical infrastructure. During the year under review 24 new knitting machines were installed. Twelve high productivity knitting machines have enabled to improve cycle time and thereby reduce lead time. Other Twelve machines manufacture exclusive technical football socks which cater to niche high value luxury customers and which do not have many competitors. Importers are now looking at India as an alternative to China due to quality, cost competitiveness, better adherence to compliance and political stability. The other inherent advantages are the abundant availability of raw materials at competitive prices and favourable Government policies. Labour cost in India is lower than most competing countries except Bangladesh, Ethiopia and Kenya.
All major overseas customers of your Company insist on social audits to be carried out in the factory every year or once in every two years by internationally acclaimed ''''Business Social Compliance Initiative Agencies''''. Such audits cover compensation to employees, health, safety, environment and management practices. New customers also insist on such audits to be conducted, before they start the business. The compliance of such audits to international standards brings healthy and ethical culture in the working and creates goodwill of the Company among its existing clients. Your Company has successfully complied with many such audits and has thus ensured continuance of business with major clients for long periods. Such audits are an integral part of the export business.
Due to its quality culture, state-of the-art technical facilities, the domestic business of your Company has almost doubled in the last one year. This reflects that demand for quality socks is increasing in the domestic market also.
Your Company is maintaining a huge inventory of dyed yarn shades and types of raw materials like Organic cotton yarn, BCI cotton yarn, Mercerised yarn, Marl yarn, Melange yarn and twisted yarn etc. This helps your Company to accept any order because of the ready availability of raw material of different specifications.
Threats:
Socks exported from India to European Union countries (E.U.) attract 10.6% advolorem custom duty, whereas countries like Bangladesh, Sri Lanka and Vietnam being less developed are exempted from custom duty. Turkey, being the deemed member of the E.U. countries, besides enjoying exemption from custom duty, has the added advantage of reduced freight and reduced delivery time to the European markets. This has posed a threat to the Indian sock suppliers and may pressurize them to reduce prices.
The return of protectionism in advanced countries is likely to damage India''s export and its prospects of growth. The Great Britain Pound has depreciated in the aftermath of Brexit. Also prices of all raw materials, in particular that of dyed cotton yarns have escalated during the year under review. This has eroded the profitability of the Company. The overseas customers are not ready to increase the prices to make good the margin losses incurred by your Company.
Huge quantities of textile fabrics are exported from India to Bangladesh regularly to convert them in to garments of top brands there and re-export to many countries of the world. This is happening because of quota system, cheap labour and duty exemption available in Bangladesh, which has become a big hub of the garment industry. This is depriving many Indian youth from employment and of value addition to our country.
The skill and productivity of the workforce in India in both the private sector as well as the Government (through labour reforms) is not yet at levels prevailing in China and other countries.
FINANCE
As on the date of Balance Sheet, the Company is debt free in terms of long term loans, excepting loan on vehicles.
WORKING CAPITAL LOAN
The Company is enjoying export packing credit and foreign bill purchase facilities.
INSURANCE
The properties and insurable interests of your Company like buildings, plant and machinery, stocks etc. are adequately insured by the Company.
DIVIDEND
The Board of Directors of the Company has recommended a dividend of Rs.2.50 per share of Rs.10/- each (25%). The total dividend will absorb Rs.12,308,350 excluding Rs.2,505,980 (20.36%) as tax on dividend. The dividend will be free of tax in the hands of the shareholders of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Arun Sanghi resigned as the Chairman of the Board of Directors of the Company with effect from 22.09.2016. The Board of Directors places on record their appreciation of the meritorious contribution and dynamic leadership of Mr. Arun Sanghi during his tenure of Chairmanship for five years. During these five years, the profit of the Company has substantially improved. He was always available for support and guidance. The Board of Directors appointed Mr. Vijay Merchant as the Chairman of the Company in place of Mr. Arun S Sanghi with effect from 22.09.2016. The Board of Directors appreciates the long association and valuable contribution made by Mr. Vijay Merchant to the Company.
BOARD OF DIRECTORS
The Company has a broad based Board of Directors, duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There is one Woman Director on the Board. The changes in the composition of the Board of Directors are carried out in compliance with the provisions of the Act.
Policy formulations, setting up of goals, evaluations of performance and control functions vest with the Board. The composition of the Board of Directors of the Company as on March 31, 2017 was as follows;
|
Sr. No. |
Name of the Director |
Category |
|
1. |
Mr. Vijay V. Merchant |
Chairman Non-Executive |
|
2. |
Mr. Arun S. Sanghi |
Independent Director |
|
3. |
Mr. Adi F. Madan |
Managing Director |
|
4. |
Mr. Ajit P. Walwaikar |
Independent Director |
|
5. |
Mr. Harish H. Shah |
Independent Director |
|
6. |
Mrs. Ayesha K. DadyBurjor |
Whole-time Director |
|
7. |
Mr. Vinay Sanghi |
Independent Director |
|
8. |
Mr. Kaizad DadyBurjor |
Non-Executive Director |
|
9. |
Mr. Pheroze A. Dhanbhoora |
Non-Executive Director |
BOARD MEETINGS
Regular meetings of the Board of Directors are held to discuss and decide on various business policies, strategies and other business. Due to business exigencies, sometimes business decisions are taken by the Board through circulation.
The Board met five (5) times during the FY 2016 - 17, on Following dates.
|
24/05/2016 |
11/08/2016 |
22/09/2016 |
|
10/11/2016 |
09/02/2017 |
|
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Independent Directors have submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act 2013, stating that they meet the criteria of independence as provided in subsection (6).
COMPOSITION OF AUDIT COMMITEE
Mr. Arun S Sanghi resigned from the Chairmanship of the Audit Committee with effect from 11-11-2016, even though he will continue as a member of the Audit Committee. All the Members of the Board and specially those of the Audit Committee highly appreciated Mr. Sanghi''s intense analytical approach to go into the depth of every issue whether financial, commercial, technical, personnel, and cost cutting, and seek a solution of the same. Mr. Sanghi believed in Budgetary Controls. He assigned ambitious targets to achieve and motivated the management team to fulfill the same.
Mr. Adi F Madan, Managing Director proposed the name Mr. Ajit P. Walwaikar as the Chairman of the Audit Committee. All the members of the Board unanimously seconded the appointment of Mr. Ajit P. Walwaikar as the new Chairman of the Audit Committee. Mr. Adi F. Madan informed the Board that Mr. Ajit P. Walwaikar has a very long association with the Company and he is a senior Member on the Audit Committee with vast knowledge and experience in the legal and secretarial matters. He has been providing valuable advice to the Company as and when required. All Members of the Board expressed that the Audit Committee will function smoothly under the Chairmanship of Mr. Ajit P. Walwaikar.
During the Board of Directors meeting held on 9th February, 2017; Mr. Ajit P. Walwaikar proposed that Mr. Vijay Merchant be included as a member of the Audit Committee of the Company. All the board members unanimously agreed with the proposal and expressed that Mr. Vijay Merchant''s inclusion in the Audit Committee of the Company will be highly beneficial, keeping in view his long experience.
The Board has constituted an Audit Committee comprising of three Independent Directors and two Directors totaling five members. The Audit Committee reviews reports including significant audit observations and follow-up actions thereon. The Audit Committee also meets the Company''s Statutory Auditors to ascertain their views on the financial statement. The Committee members meet regularly and make their recommendations in accordance with the terms of reference specified by the Board. Such recommendations are thoroughly discussed in Board meetings and by and large accepted for implementation.
The names of Committee members are as under;
Mr. Ajit P. Walwaikar - Chairman
Mr. Arun S. Sanghi - Member
Mr. Vijay V. Merchant - Member
Mr. Harish H. Shah - Member
Mr. Pheroze A. Dhanbhoora - Member
All the members of the Audit Committee are financially literate and bring in expertise in the fields of Finance, Taxation, Technical, Secretarial and Legal issues.
NOMINATION AND REMUNERATION COMMITTEE
The Board has constituted a Nomination and Remuneration Committee consisting of three Independent Directors. The names of Committee members are as under;
Mr. Ajit P. Walwaikar - Chairman
Mr. Arun S. Sanghi - Member
Mr. Harish H. Shah - Member
The Committee has the mandate to recommend appointment/re-appointment of Executive Directors and appointment of employees from the level of Vice-President and above along with the remuneration to be paid to them. The remuneration is fixed keeping in mind the person''s track record, his/her potential, individual performance, the market trends and scales prevailing in the similar industry.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Board has constituted a Stakeholder Relationship Committee consisting of three Directors, two independent Directors and the Managing Director.
The names of Committee members are as under;
Mr. Arun S. Sanghi - Chairman
Mr. Adi F. Madan - Member
Mr. Ajit P. Walwaikar - Member
The Company Secretary is designated as the "Compliance Officer" who oversees the redressal of the Investors'' grievances.
The Committee meets to approve share transfers, transmission, issue of duplicate share certificates, rematerialization of shares and all other issues pertaining to shares and also to redress investor grievances like non-receipt of dividend warrants, non-receipt of share certificates, etc. The committee regularly reviews the movement in shareholding and ownership structure. The committee also reviews the performance of the Registrar and Transfer Agents.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Fraud and corruption free work culture has been the core of the Company. In view of the potential risk of fraud, corruption and unethical behavior, which could adversely impact the Company''s business operations, the company has an established mechanism for Directors/Employees to report concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct or ethics policy. It also provides for adequate safeguards against victimization of Directors/employees who avail of the mechanism. The company affirms that no personnel have been denied access to the audit committee. The company has formulated a Policy of Vigil Mechanism and has established a mechanism that any personnel may raise Reportable Matters within 60 days after becoming aware of the same. All suspected violations and Reportable Matters are reported to the Chairman of the Audit Committee. The key directions/actions are informed to the Managing Director of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
In pursuance of section 134 (5) of the Companies Act, 2013, the Board of Directors hereby confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations 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 as on 31st March 2017 and of the profit and loss of the Company for the period ended 31st March 2017;
(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 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.
SUBSIDIARIES
As the Company has no subsidiaries, Section 129(3) of the Companies Act, 2013, does not apply.
EXTRACT OF ANNUAL RETURN
Pursuant to sub-section 3(a) of section 134 and sub-section (3) of section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2017 forms part of this report as Annexure I.
AUDITORS
In terms of the Resolution passed at the 24th Annual General Meeting of the Company, M/S. Deloitte Haskins & Sells, Chartered Accountants (Firm registration No.- 117364W) were appointed as the Statutory Auditors of the Company for the period of three years 2014-15, 2015-16 and 2016-17. They were to hold the office from the conclusion of the 24th Annual General Meeting until the conclusion of the 27th Annual General Meeting. This became necessary due to rotational clause pursuant to the provision of Section 139 and other applicable provision if any of the Companies Act, 2013.
The Board places on record its appreciation for the contribution of M/S. Deloitte Haskins & Sells, Chartered Accountants, during their tenure as the Statutory Auditors of your Company.
The Company is proposing to appoint M/s. B. K. Khare & Co, Chartered Accountants (Firm Registration No. 105102W), as Statutory Auditors for a period of 5 years commencing from the conclusion of the 27th Annual general meeting till the conclusion of the 32nd Annual General meeting. M/s. B. K. Khare & Co, Chartered Accountants have consented to the said appointment, and confirmed that their appointment, if made, would be within the limits mentioned under Section 141(3)(g) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.
The Auditors'' Report to the Shareholders for the year under review does not contain any qualification.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Mr. A. J. Gandhi practicing Company Secretary was appointed as a Secretarial Auditor under the provision of section 204 of the Companies Act 2013 for the financial year 2016 - 17, during the Board Meeting held on 24th May 2016. The report of the secretarial auditor for the F.Y. 2016 - 17 is annexed to this report as Annexure - II. The report does not contain any qualification.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOING
Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for the F.Y. 2016-17 is annexed and forms part of this Report as Annexure - III.
DETAILS RELATING TO DEPOSITS
The Company has not accepted any deposit during the year, nor has any deposit remained unpaid or unclaimed as at the end of the year.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
No significant and material orders were passed by the regulators or Courts or Tribunals during the year, which would adversely impact the Company''s operation in future.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The existing internal financial controls are commensurate with the nature, size, complexity and business processes followed by the Company. They have been reviewed and found generally satisfactory on the following key control matrices.
a) Entity Level Control
b) Financial Control
c) Operational Control
which included authority and organization matrix, risk management practices, compliance framework within the origination, ethics and fraud risk management, management Information system, self assessment of control point, business continuity and disaster recovery planning, budgetary system etc.
Section 134(5)(e) of the Companies Act, 2013 requires the submission of a report by the Board of Directors of a listed Company which includes a statement ensuring that the Company has laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and operating effectively.
During the year, the Company prepared Policy Documents with regard to Internal Financial Control, along with Risk Control Matrix. The same have been tested by internal auditors and statutory auditors.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Your Company has not-
- given any loan to any person or other body corporate,
- given any guarantee and provided any security in connection with a loan to any other body corporate or any person.
- acquired by way of subscription, purchase or otherwise the securities of any other body corporate otherwise than in accordance with the law.
TRANSFER OF UNCLAIMED DIVIDEND
In the F.Y. 2009-10, the Company declared Final dividend of 8% (^ 0.80 per share of ^ 10 each) in September, 2010, by the shareholders in Annual General Meeting.
Since seven years have elapsed, the unclaimed dividend of X 1,47,061 of the F.Y. 2009-10 is to be transferred to the Investor Education and Protection Fund, established by the Central Government, in compliance with sections 124 and 125 of the Companies Act, 2013 (corresponding to section 205A and 205C of the Companies Act, 1956).
RISK MANAGEMENT:
A documented risk management policy is in place as per section 134(3)(n) of the Companies Act 2013.
Your Company is exposed to risk from fluctuation of foreign exchange rates, market Economic slow down or decline in demand in the country of buyers of your Company''s products, prices of raw materials and finished goods, compliances risk and people risk.
Foreign Exchange Risk:
During year under review the Company endeavoured to further mitigate the risk associated with the exchange fluctuations by entering into Forward Contracts with the Company''s Bankers, on very conservative and risk-averse basis.
Commodity Prices Risk:
Your Company proactively manages the risk of purchasing raw materials through forward booking, vendor development practices and inventory management. The Company''s strong reputation for quality and services with overseas clients to some extent mitigates the impact of price risk on finished goods.
Compliance Risk:
Your company has to follow various statutes and regulations including the Companies Act. The company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.
People Risk:
Your Company nurtures and grooms the talented and key personnel for future business leadership and looks after them judiciously so that they stay with the Company.
CORPORATE SOCIAL RESPONSIBILITY
Section 135(1) of the Companies Act, 2013, is not applicable to your Company, because the net worth, turnover and net profit of your Company during the year is less than the required limits.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered during the financial year were in the ordinary course of the business of your Company and were on arm''s length basis. There were no materially significant related party transactions entered by your Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of your Company. The details are given in Annexure - IV, forming part of this report.
FORMAL ANNUAL EVALUATION
During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.
MEETING OF INDEPENDENT DIRECTORS
All the five independent Directors of the Company held a meeting on 09th February 2017, and reviewed the performance of non-independent Directors and the Board as a whole. They also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board.
They expressed their satisfaction at the performance of non-independent Directors and appreciated the flow of information from the Company management.
COST AUDITORS
The Companies (Cost Records and Audit) Rules, 2014 does not require textile industry to have cost audit records. Moreover, in terms of Rule 7, where the revenue of a company from exports, in foreign exchange, exceeds seventy five percent of its total revenue, the said company is also exempted from maintaining cost audit records. The above rules were notified on 30.06.2014. In view of the above, the Company is exempted from maintaining Cost Audit records and appointment of Cost Auditor for the financial year 2016-17.
RATIO OF REMUNERATION TO EACH DIRECTOR
The ratio of the remuneration of each director to the median employee''s remuneration and other details in terms of sub-section 12 of section 197 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming a part of this Report as Annexure V of this report.
LISTING FEES
Your Company has paid the listing fees up to 31st March 2018 to the Bombay Stock Exchange on 11th April 2017.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION
Your Company shall not be mandatorily required to submit Corporate Governance Report as the equity share capital and net worth of the Company is less than required limits as on the last date of the previous financial year. Provided that where the provision of the Act becomes applicable to the Company at a later date, the Company shall comply with the requirement within six month from the date on which the provisions become applicable to the Company.
ANTI SEXUAL HARASSMENT POLICY
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of ''The Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding Sexual Harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Lady NGO representative is the member of the said Internal Complaints Committee and regularly attends the meetings which are minuted. The following is a summary of Sexual Harassment complaints received and disposed of during the year 2016-17:
No. of complaints received: Nil
No. of complaints disposed of: Not applicable
PARTICULARS OF EMPLOYEES
As per provision of Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of the employees are required to be annexed in respect of the employees of the Company who were in receipt of total remuneration of ^ 60.00 Lac per annum or ? 5.00 Lac per month. During the financial year 2016 - 17, there is no employee drawing remuneration as above.
ACKNOWLEDGMENT
Your Directors wish to place on record their sincere appreciation for the co-operation and support extended to the Company by the Government of India, the Gujarat State Government and by the relevant Government Authorities, Central, State and Local, the Company''s Bankers and the Business Associates.
Your Directors also thank all the employees at every level, who, through their dedication, co-operation and support, have enabled the Company to achieve sustained growth.
And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.
For and on behalf of the Board of Directors
Place: Mumbai, Vijay V. Merchant
Date : 04th May, 2017. Chairman
Mar 31, 2016
DIRECTORS'' REPORT
The Directors are pleased to present the 26th Annual Report together with the Audited Statement of Accounts for the year ended 31 March, 2016.
FINANCIAL RESULTS AND ACCOUNTS:
The Financial Results are as under:
(Rs. in Lacs)
|
|
Year ended 31 March, 2016 |
Year ended 31 March, 2015 |
|
Gross Income |
2639.24 |
2106.47 |
|
Profit Before Interest and Depreciation |
574.33 |
414.86 |
|
Finance Charges |
3.89 |
8.70 |
|
Gross Profit before Depreciation |
570.43 |
406.16 |
|
Provision for Depreciation |
122.26 |
103.98 |
|
Net Profit Before Tax |
448.17 |
302.18 |
|
Provision for Tax |
146.35 |
94.04 |
|
Net Profit After Tax |
301.82 |
208.14 |
|
Balance of Profit brought forward |
766.96 |
692.64 |
|
Depreciation on transition to Schedule II of the Companies Act, 2013 on tangible fixed assets with nil remaining useful life |
|
(6.23) |
|
Balance available for appropriation |
1068.78 |
894.55 |
|
Proposed Dividend on Equity Shares (Rs. 2.50 per Equity Share, previous year Rs. 1.80 per Equity Share) |
123.09 |
88.62 |
|
Tax on proposed Dividend |
25.06 |
18.15 |
|
Transfer to General Reserve |
30.18 |
20.82 |
|
Surplus carried to Balance Sheet |
890.45 |
766.96 |
OPERATIONS:
Your Company achieved a commendable performance and recorded a top-line growth of 23.61% over the previous year. Total Sales stood at Rs. 23.40 crore, the highest achieved since Company''s inception, as against Rs. 18.93 crore in the previous year. The export sales constituted 92.32% of total sales, registering a growth of 25.17% over the previous year. The increase in sales was driven by volume growth in export orders at a very encouraging pace, in particular a much increased share of sneaker and children socks in the sales-mix.
Against the back drop of global headwinds of economic uncertainty sweeping across major parts of the world and India''s merchandise exports declining to US $ 261 billion from Us $ 310 billion in the previous year, recording negative growth of 15.81%; the performance of your Company on the export sales front is noteworthy. The inspiring achievement is the result of trust and confidence reposed by the overseas clients in your Company''s quality of products, timely deliveries, fast adaptability to latest fashion market trends and innovations, and prompt submission of samples which works as a seeding process to promote and generate orders.
Domestic Sales of your Company comprise mainly of contract manufacturing of socks supplied to Branded outlets, and also under the Company''s own brand "Lord Walker" launched in the end of 2014. Under the own brand "Lord Walker", the Company supplies socks to some big cities through distributors; children socks to all India branches of a very reputed shoes supplying brand, and through online with e-commerce portals. Efforts are underway to penetrate into other metro and big cities through distributors and by deployment of market experienced manpower to enhance sales volume.
Commensurate with the higher sales and also the impact of favorable exchange rates caused by weakening of Rs. (rupee) against US Dollar (USD) and Great Britain Pound (GBP), your Company achieved a stellar improvement in profit before tax of 48.31% over the previous year, after absorbing all cost escalations such as increase in wages/salaries, in particular impact of amendment in payment of Bonus Act dated 31.12.2015 retrospectively effective from 01.04.2014, resulting in additional liability of Rs. 31.00 lacs, increase in electricity power rates, and other overhead costs. The profit before tax stood at Rs. 448.17 lacs against Rs. 302.18 lacs in the previous year.
During the year under review, your Company purchased twelve new knitting machines to meet the emerging needs of export market; installed equipments to strictly adhere to environmental and safety measures and also equipments for better material handling and storage of goods in the factory. The total capital outlay was Rs. 185.92 lacs.
In the current year, your Company ventures to make investment to purchase specialized knitting machines capable of knitting socks which are more technical, and which will realize better prices and margins. Such socks will be difficult to manufacture by other competitors due to non availability of such equipment and expertise. Such socks will cater to niche high value luxury customers. The orders for such machines have been placed and preparatory work is being attended to.
Exports will continue to be the main thrust area of your Company because export clients offer large size orders, which result in better plant efficiency, improvement in quality and better management of inventory as your Company is mainly order driven and manufactures requisite quantity of socks as per orders, with no remnants or surplus left. Exports create better quality culture in the work place. There is assured security in recovery of export receivables. However, it is expected that sales in the local market will also play an increasingly important role in the future.
The comparative performance highlights for last five years are as under:
|
|
Units |
2015-16 |
2014-15 |
2013-14 |
2012-13 |
2011-12 |
|
Total Income |
Rs. in lac |
2639.24 |
2106.47 |
2251.20 |
2120.54 |
1685.23 |
|
Export Sale |
Rs. in lac |
2165.26 |
1729.78 |
1923.53 |
1838.07 |
1449.10 |
|
Net Profit before Tax |
Rs. in lac |
448.17 |
302.18 |
486.60 |
328.47 |
201.02 |
|
Net Profit after Tax |
Rs. in lac |
301.82 |
208.14 |
328.40 |
221.50 |
139.20 |
|
Cash Profit |
Rs. in lac |
424.08 |
312.11 |
423.36 |
306.18 |
218.76 |
|
Knitting Production |
Pairs in lac |
56.56 |
41.86 |
51.92 |
57.42 |
45.38 |
|
Pairs Dispatched |
Pairs in lac |
55.13 |
43.45 |
49.64 |
55.30 |
46.78 |
|
Sales realization per pair |
|
42.44 |
43.57 |
40.83 |
35.36 |
32.81 |
|
Earning Per Share |
|
6.13 |
4.23 |
6.67 |
4.50 |
2.83 |
There is no change in the nature of business of your Company for the year under review.
Overview of the Economy:
The Indian Economy has certainly performed creditably compared to most developed and emerging markets of the world in the year under review. As per the latest GDP growth estimates, the Indian Economy performed well at 7.6%. The macroeconomic condition is stable, consumer price inflation is well under control and wholesale price inflation is in negative territory.
Even as the economy has made progress, this has yet to show a positive impact on significant demand revival and improved corporate earnings. Merchandise exports from India declined, expected consumer demand push did not happen, markets lacked buoyancy, employment prospects were sluggish and manufacturing activity -including core sector was subdued.
However, the implementation of policy reforms announced, new initiatives taken and good ground work done to improve the economy will hopefully put India on an accelerating growth track and improve the business outlook.
During the year, the Company carried out sales in the following geographical segments: (In
|
|
United Kingdom |
Switzerland |
UAE |
India |
Rest of the World |
Total |
|
Revenues |
8,07,53,123 |
8,57,55,655 |
4,01,74,252 |
1,74,39,453 |
98,45,407 |
23,39,67,890 |
Industry Structure and Development
The Indian textile industry including hosiery and clothing is one of the leading sectors of the Indian economy and contributes significantly to the country''s industrial output (14%). It employs 55 million people and is the second largest employer after agriculture. In the year under review, the textile and apparel exports from India touched US $ 40 billion amounting to 15% of India''s total exports. Overall it contributes 6% of India''s GDP. Textiles and apparel industry is the second largest employer of India and also one of the key focus sectors under Government''s "Make In India" campaign. It is a testimony to the huge growth potential that the industry holds both in terms of infrastructure development and skill improvement. Globally, favorable trade policy reforms would allow the industry to expand its trade partners, improve export competitiveness and employment opportunities to unemployed youth which is the biggest need of the hour.
Textiles and apparels exported from India consume mainly indigenous inputs which are available in rich abundance including skilled labour and talent. Thus textiles are the big earner of net foreign exchange. This helps the country reduce its current account deficit.
Opportunities
Your Company has been manufacturing premium quality socks for export markets for two decades since its inception. The socks are being supplied to top end markets of Europe and Gulf Countries. This has resulted in creating good quality culture conducive to manufacture excellent quality socks. Hence your Company is well poised to seize opportunities available in socks knitting industry on account of its state-of-the art production facilities, technical expertise and emphasis on product innovation and growth potential. Your company is meeting international norms of comfort, stretch, sizing, skin care and other parameters essential for inner wear apparel. In view of the strengths mentioned, your Company is a preferred premium quality supplier of socks to top brands and maintains its continuous design and product improvement and strong emphasis on customer services.
Your Company started commercial production of socks in the year 1996, and has thus completed twenty years of its existence as a socks manufacturer cum exporter. It is heartening to mention that your Company has been able to retain the patronage of some export clients with increasing volumes of business since the start of socks manufacturing in the Company.
Some export clients place small size orders for exclusive designs, with much remunerative prices, resulting in much higher than average contribution margin after considering machine down time. Your Company has been accepting such orders to boost the bottom line.
In the Foreign Trade Policy 2015-2020, the export obligation for domestic procurement of capital goods under EPCG has been reduced from 90% to 75%. Your Company has been availing of this benefit for domestic capital goods. Also in case of imported capital goods if 75% or more of specific export obligation, and 100% Average Export Obligation till date, is fulfilled in half or less than half the original export obligation period specified; remaining export obligation shall be condoned and Authorization redeemed by regional authorities concerned. Your Company has always met the Export obligation, well in time.
Threats:
Socks exported from India to European Union countries (E.U.) attract 10.6% custom duty; whereas countries like Bangladesh, Sri Lanka and Vietnam being less developed are exempted from custom duty. Turkey, being the deemed member of the E.U. countries, besides enjoying exemption from custom duty, has added advantage of reduced freight and reduced delivery time to the European markets. This has posed a threat to the Indian socks suppliers and may pressurize them to reduce prices.
With the downturn of economy of China, after three decades of red hot expansion, there were expectations that the business will shift from China to India in case of textiles, garments and hosiery items due to cost and stability factors. It seems this business has been more or less grabbed by above mentioned countries due to duty benefit, as exports of textiles and apparels from India remained stagnant at US $ 40 billion in the year under review.
Recently Turkey has allowed duty free imports of textiles fabrics and apparels from Pakistan and hence India will have to face competition from Pakistan.
Textiles, garments and hosiery are labour and power intensive industries. Continuous rise in the prices of these inputs will pose a major threat on operating margin.
Some small factories with 10 to 15 low cost Chinese socks knitting machines have mushroomed in the last one to two years. They are supplying cheap socks and posing competition to big organized units.
FINANCE
As on the date of Balance Sheet, the Company is debt free in terms of long term loans, excepting loan on vehicles.
WORKING CAPITAL LOAN
The Company is enjoying export packing credit and foreign bill purchase facilities.
INSURANCE
All the assets of the Company have been adequately insured.
DIVIDEND
The Board of Directors of the Company has recommended a dividend of Rs. 2.50 per share of Rs. 10/- each (25%). The total dividend will absorb Rs. 12,308,350 excluding Rs. 2,505,980 (20.36%) as tax on dividend. The dividend will be free of tax in the hands of the shareholders of the Company.
BOARD OF DIRECTORS
The Company has a broad based Board of Directors, duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors are carried out in compliance with the provisions of the Act.
Policy formulations, setting up of goals, evaluations of performance and control functions vest with the Board. The composition of the Board of Directors of the Company as on March 31, 2016 was as follows:
|
Sr. No. |
Name of the Director |
Category |
|
1 |
Mr. Arun S. Sanghi |
Chairman, Independent Director |
|
2 |
Mr. Adi F. Madan |
Managing Director |
|
3 |
Mrs. Ayesha K. DadyBurjor |
Whole-time Director |
|
4 |
Mr. Ajit P. Walwaikar |
Independent Director |
|
5 |
Mr. Harish H. Shah |
Independent Director |
|
6 |
Mr. Vinay V. Sanghi |
Independent Director |
|
7 |
Mr. Kaizad R. DadyBurjor |
Additional Director |
|
8 |
Mr. Pheroze A. Dhanbhoora |
Additional Director |
|
9 |
Mr. Vijay V. Merchant |
Additional Director |
BOARD MEETINGS
Regular meetings of the Board of Directors are held to discuss and decide on various business policies, strategies and other business. Due to business exigencies, sometimes business decisions are taken by the Board through circulation.
The Board met five (5) times during the FY 2015-16, viz. on May 29, 2015, August 13, 2015, September 3, 2015, November 4, 2015 and February 12, 2016.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Kaizad R. DadyBurjor was appointed as an Additional Director of the Company under section 161 of the Companies Act, 2013, in the meeting of the Board of Directors held on 3rd September 2015. He will be reappointed as a Director subject to retirement by rotation by the shareholders in the Annual General Meeting to be held on 22nd September, 2016.
Mr. Pheroze A. Dhanbhoora was appointed as an Additional Director of the Company under section 161 of the Companies Act, 2013, in the meeting of the Board of Directors held on 4th November 2015. He will be reappointed as a Director subject to retirement by rotation by the shareholders in the Annual General Meeting to be held on 22nd September, 2016.
Mr. Pheroze A. Dhanbhoora was also appointed as the member of the Audit Committee of the Company by the Board of Directors.
Mr. Vijay V. Merchant was appointed as an Additional Director of the Company under section 161 of the Companies Act, 2013, in the meeting of the Board of Directors held on 12th February 2016. He will be reappointed as a Director subject to retirement by rotation by the shareholders in the Annual General Meeting to be held on 22nd September, 2016.
No Director is retiring by rotation in the ensuing AGM since there is none continuing of the yesteryears. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Independent Directors have submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act 2013, stating that they meet the criteria of independence as provided in subsection (6).
COMPOSITION OF AUDIT COMMITEE
The Board has constituted an Audit Committee comprising of three Independent Directors and one Additional Director totaling four members. The Audit Committee reviews reports including significant audit observations and follow-up actions thereon. The Audit Committee also meets the Company''s Statutory Auditors to ascertain their views on financial statement. The Committee members meet regularly and make their recommendations in accordance with the terms of reference specified by the Board. Such recommendations are thoroughly discussed in Board meetings and by and large accepted for implementation.
Their names are as under;
Mr. Arun S. Sanghi - Chairman
Mr. Ajit P. Walwaikar - Member
Mr. Harish H. Shah - Member
Mr. Phiroze A. Dhanbhoora - Member
All the members of the Audit Committee are financially literate and bring in expertise in the fields of Finance, Taxation, Secretarial and Legal issues.
NOMINATION AND REMUNERATION COMMITTEE
The Board has constituted the Nomination and Remuneration Committee consisting of three Independent Directors.
Their names are as under;
Mr. Ajit P. Walwaikar - Chairman
Mr. Arun S. Sanghi - Member
Mr. Harish H. Shah - Member
The Committee has the mandate to recommend appointment/re-appointment of Executive Directors and appointment of employees from the level of Vice-President and above along with remuneration to be paid to them. The remuneration is fixed keeping in mind the person''s track record, his/her potential, individual performance, the market trends and scales prevailing in the similar industry.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Board has constituted Stakeholder Relationship Committee consisting of three Directors, two independent Directors and the Managing Director.
Their names are as under;
Mr. Arun S. Sanghi - Chairman
Mr. Adi F. Madan - Member
Mr. Ajit P. Walwaikar - Member
The Committee meets regularly to approve share transfers, transmission, issue of duplicate share certificates, re-materialization of shares and all other issues pertaining to shares and also to redress investor grievances like non-receipt of dividend warrants, non-receipt of share certificates, etc. The committee regularly reviews the movement in shareholding and ownership structure. The committee also reviews the performance of the Registrar and Transfer Agents.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has an established mechanism for Directors/Employees to report concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct or ethics policy. It also provides for adequate safeguards against victimization of Directors/employees who avail of the mechanism. The company affirms that no personnel have been denied access to the audit committee. The Company has formulated a Policy of Vigil
Mechanism and has established a mechanism that any personnel may raise Reportable Matters within 60 days after becoming aware of the same. All suspected violations and Reportable Matters are reported to the Chairman of the Audit Committee. The key directions/actions are informed to the Managing Director of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
In pursuance of section 134 (5) of the Companies Act, 2013, the Board of Directors hereby confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations 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 as on 31st March 2016 and of the profit and loss of the Company for the period ended 31st March 2016;
(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 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.
SUBSIDIARIES
As the Company has no subsidiaries, Section 129(3) of the Companies Act, 2013, does not apply. In the F.Y. 2013-14, the Company had subscribed to 30% of the Partners'' Capital in Armayesh Enterprise LLP. The Company withdrew and retired from the said partnership with Armayesh Enterprise LLP with effect from 31st October 2015.
EXTRACT OF ANNUAL RETURN
Pursuant to sub-section 3(a) of section 134 and sub-section (3) of section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2016 forms part of this report as Annexure I.
AUDITORS
As per Resolution passed at the 24th Annual General meeting, M/s. Deloitte Haskins and Sells, Chartered Accountants, have been appointed as Statutory Auditors for the financial years 2014-15, 2015-16 and 2016-17. The said appointment, on an annual basis, is being ratified in the ensuing Annual General Meeting.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Mr. A. J. Gandhi practicing Company Secretary was appointed as a Secretarial Auditor under the provision of section 204 of the Companies Act, 2013 for the financial year 2015-16, during the Board Meeting held on 29th May 2015. The report of the secretarial auditor for the F.Y. 2015-16 is annexed to this report as Annexure - II. The report does not contain any qualification.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOING
Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for the F.Y. 2015-16 is annexed and forms part of this Report as Annexure - III.
DETAILS RELATING TO DEPOSITS
The Company has not accepted any deposit during the year, nor any deposit has remained unpaid or unclaimed as at the end of the year.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
No significant and material orders were passed by the regulators or Courts or Tribunals during the year, adversely impacting the Company''s operation in future.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
A strong internal control culture is pervasive in your Company. Your Company has documented a robust and comprehensive internal control system for all the major processes to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals and compliance with policies, procedures, laws and regulations.
Your Company believes in formulating adequate and effective internal control systems and implementing the same to ensure that assets and interests of the Company are safeguarded and reliability of accounting data and accuracy are ensured with proper checks and balances. The Internal control system is improved and modified continuously to meet the changes in business conditions, statutory and accounting requirements. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal control system and suggests improvements for strengthening them. The Company has a sound Management Information System which is an integral part of the control mechanism. The Audit Committee of the Board of Directors and Statutory Auditors are periodically apprised of the internal audit findings and corrective actions taken.
Section 134(5)(e) of the Companies Act, 2013 requires the submission of a report by the Board of Directors of a listed Company which includes a statement ensuring that the Company has laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and operating effectively.
During the year, the Company prepared Policy Documents with regard to Internal Financial Control, along with Risk Control Matrix. The same have been tested by internal auditors and statutory auditors.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Your Company has not-
- given any loan to any person or other body corporate
- given any guarantee and provided any security in connection with a loan to any other body corporate or any person
- acquired by way of subscription, purchase or otherwise the securities of any other body corporate otherwise than in accordance with the law.
TRANSFER OF UNCLAIMED DIVIDEND
In the F.Y. 2008-09, the Company declared interim dividend of 5% (Rs. 0.50 per share of Rs. 10 each) in January 2009, which was subsequently approved by the shareholders in Annual General Meeting, as the final dividend for the F.Y. 2008-09.
Since seven years have elapsed, the unclaimed dividend of Rs. 99,151 of the F.Y. 2008-09 has been transferred to the Investor Education and Protection Fund, established by the Central Government, in compliance with sections 124 and 125 of the Companies Act, 2013 (corresponding to section 205A and 205C of the Companies Act, 1956).
RISK MANAGEMENT:
A documented risk management policy is in place as per section 134(3)(n) of the Companies Act 2013.
Your Company is exposed to risk from fluctuation of foreign exchange rates, market Economic slowdown or decline in demand in the country of buyers of your Company''s products, prices of raw materials and finished goods, compliances risk and people risk.
Foreign Exchange Risk:
Your Company manages its foreign exchange risk within the framework laid down by Company''s policy, approved by the Board, keeping in mind the size of the Company.
Commodity Prices Risk:
Your Company proactively manages the risk of purchasing raw materials through forward booking, vendor development practices and inventory management. The Company''s strong reputation for quality and services with overseas clients mitigates the impact of price risk on finished goods.
Compliance Risk:
Your company has to follow various statutes and regulations including the Companies Act. The company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.
People Risk:
Your Company nurtures and grooms the talented and key personnel for future business leadership and looks after them judiciously so that they stay with the Company.
CORPORATE SOCIAL RESPONSIBILITY
Section 135(1) of the Companies Act, 2013, is not applicable to your Company, because the net worth, turnover and net profit of your Company during the year is less than the required limits.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered during the financial year were in the ordinary course of the business of your Company and were on arm''s length basis. There were no materially significant related party transactions entered by your Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of your Company. The details are given in Annexure - IV, forming part of this report.
FORMAL ANNUAL EVALUATION
During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest, etc.
MEETING OF INDEPENDENT DIRECTORS
All the four Independent Directors of the Company held a meeting on 12th February 2016, and reviewed the performance of non-independent Directors and the Board as a whole. They also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board.
They expressed their satisfaction at the performance of non-independent Directors and appreciated the flow of information from the Company management.
COST AUDITORS
The Companies (Cost Records and Audit) Rules, 2014 does not require textile industry to have cost audit records. Moreover, in terms of Rule 7, where the revenue of a company from exports, in foreign exchange, exceeds seventy five percent of its total revenue, the said company is also exempted from maintaining cost audit records. The above rules were notified on 30.06.2014. In view of the above, the Company is exempted from maintaining Cost Audit records and appointment of Cost Auditor for the financial year 2015-16.
RATIO OF REMUNERATION TO EACH DIRECTOR
The ratio of the remuneration of each Director to the median employee''s remuneration and other details in terms of sub-section 12 of section 197 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this Report as Annexure V of this report.
LISTING FEES
Your Company has paid listing fees up to 31st March 2017 to the Bombay Stock Exchange on 13th April 2016. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION
Your Company shall not be mandatorily required to submit Corporate Governance Report as the equity share capital and net worth of the Company is less than required limits as on the last date of the previous financial year. Provided that where the provision of the Act becomes applicable to the Company at a later date, the Company shall comply with the requirement within six month from the date on which the provisions become applicable to the Company.
ANTI SEXUAL HARASSMENT POLICY
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of ''The Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding Sexual Harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
The following is a summary of Sexual Harassment complaints received and disposed of during the year 2015-16:
No. of complaints received: Nil
No. of complaints disposed of: Not applicable
PARTICULARS OF EMPLOYEES
As per provision of Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of the employees are required to be annexed in respect of the employees of the Company who were in receipt of total remuneration of Rs. 60.00 Lac per annum or Rs. 5.00 Lac per month. During the financial year 2015-16, there is no employee drawing remuneration as above.
ACKNOWLEDGMENT
Your Directors wish to place on record their sincere appreciation for the co-operation and support extended to the Company by the Government of India, the Gujarat State Government and by the relevant Government Authorities, Central, State and Local, the Company''s Bankers and the Business Associates.
Your Directors also thank all the employees at every level, who, through their dedication, co-operation and support, have enabled the Company to achieve sustained growth.
And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.
For and on behalf of the Board of Directors
Place: Mumbai, Arun S. Sanghi
Date: 24th May, 2016. Chairman
Mar 31, 2015
Dear Members,
The Directors take pleasure in presenting the 25th Annual Report
together with the Audited Statement of Accounts for the year ended 31
March, 2015.
FINANCIAL RESULTS AND ACCOUNTS:
The Financial Results are as under: (Rs. in Lacs)
Year ended Year ended
31 March, 2015 31 March, 2014
Gross Income 2,106.47 2,251.20
Profit Before Interest and Depreciation 414.86 592.25
Finance Charges 8.70 10.69
Gross Profit before Depreciation 406.16 581.36
Provision for Depreciation 103.98 94.96
Net Profit Before Tax 302.18 486.60
Provision for Tax 94.04 158.20
Net Profit After Tax 208.14 328.40
Balance of Profit brought forward 692.64 500.76
Depreciation on transition to Schedule II
of the Companies
Act, 2013 on tangible fixed assets with nil
remaining useful life (6.23) -
Balance available for appropriation 894.55 829.16
Proposed Dividend on Equity Shares 88.62 88.62
Tax on proposed Dividend 18.15 15.06
Transfer to General Reserve 20.82 32.06
Surplus carried to Balance Sheet 7 66.96 692.64
OPERATIONS:
India's merchandise exports of US $ 310534 million recorded in the year
under review are marginally lower than US $ 314416 million exports
achieved in the previous year, registering a negative growth of 1.23%.
During the year, your Company experienced subdued demand from its major
overseas clients, due to global slowdown. There was decline in the
inflow of orders from European markets where your Company dispatches
major quantity of its merchandise. Consequent to this, the actual
dispatches in terms of pairs of socks were 12.48% lower compared to the
previous year. The actual sales value of Rs. 1893 lac was posted this
year by your Company. However, there is a reduction of only 6.60%
compared to the previous year sales, due to better product-mix achieved
during the year.
The export sales constituted 91.38% of the total sales value. Domestic
sales this year were 58.06% higher compared to the previous year.
Your Company could improve its product-mix by initiating efforts to
reach out to some niche markets which need exclusive products and offer
higher realization. The average selling price during the year was Rs.
43.57 per pair of socks against Rs. 40.62 per pair of socks achieved in
the previous year, recording a rise of 7.26%. The Company is focusing
on improving its high margin business through innovation and change in
processes.
Your Company continued to make relentless efforts to develop new markets
and increase the share of sales to existing small clients in export
markets. This helped improve its client-mix, and bring down the
percentage share of business of concentrated customers with your
Company; thereby reducing risk and vulnerability of your Company.
The actual profit before tax of Rs. 302.18 lac was 37.90% lower
compared to Rs. 486.60 lac recorded in previous year. This significant
drop in profits was the out come of many cumulative factors.
* Decelerating growth due to reduced inflow of export orders, compared
to previous year.
* There was significant increase in cost inputs. Though the prices of
dyed cotton yarn recorded nominal reduction in the last quarter of the
year, the prices of other raw materials ie woolen yarn, nylon and
elastane yarn showed no improvement.
There was unprecedented rise in minimum wages of operators during the
year as declared by the Gujarat Government by Rs. 1359 per month per
head amounting to 22.56% of total wages. With 45 to 50% fringe
benefits, the impact on the wage bill of the Company was substantial.
The power rate increased by 3.88% and natural gas rate increased by
8.82% compared to the previous year. Your Company had to absorb these
cost escalations, as it is not possible to pass on the same to clients
in the export business.
* Your Company launched and successfully test marketed its own brand of
various types of high quality cotton "LORD WALKER" (LW) socks, in Pune,
Maharashtra. Progressively, these socks are being introduced nation
wide. Efforts are also underway to make LW socks available on line,
with reputed e- commerce web portals.
During the financial year, your Company has spent about Rs. 70 lac
towards the cost of Managerial and Marketing personnel, both in house
and consultants and for Marketing, including advertising, expenses, for
launching and promoting the LW brand of socks. Some of these expenses
are one time and some will be recurring.
For a correct, like to like, performance comparison with the previous
year, this amount of Rs. 70 lac, spent on the LW launch this year,
should be added to the profit before tax of this year.
Your Company is confident that the contribution of LW socks will be
substantial to the performance of the Company, in the coming years.
It has been the consistent policy of your Company to plough back a part
of surplus profit every year to purchase new machines and other
equipment to enhance production, improve product-mix and adhere to
strict environmental and safety measures. This helps your Company
maintain its competitiveness. During the year, Six coarse gauge double
cylinder machines were purchased and installed. The socks produced on
these machines are sold in niche markets, with high prices and improved
margin. The total capital outlay was Rs. 60.79 lac.
Exports will continue to be the main thrust area of your Company,
because export clients offer large size orders, which result in better
plant efficiency, improvement in quality and better management of
inventory. There is assured security in recovery of export
receivables. However, it is expected that sales in the domestic market
will play an increasingly important role, in the future.
The comparative performance highlights for last five years are as
under:
Units 2014-15 2013-14
Total Income Rs in lac 2106.47 2251.20
Export Sale Rs in lac 1729.78 1923.53
Net Profit before Tax Rs in lac 302.18 486.60
Net Profit after Tax Rs in lac 208.14 328.40
Cash Profit Rs in lac 312.11 423.36
Knitting Production Pairs in lac 41.86 51.92
Pairs Dispatched Pairs in lac 43.45 49.64
Sales realization per pair Rs 43.57 40.83
Earning Per Share Rs 4.23 6.67
2012-13 2011-12 2010-11
Total Income 2120.54 1685.23 1503.39
Export Sale 1838.07 1449.10 1326.49
Net Profit before Tax 328.47 201.02 124.99
Net Profit after Tax 221.50 139.20 86.84
Cash Profit 306.18 218.76 164.11
Knitting Production 57.42 45.38 46.16
Pairs Dispatched 55.30 46.78 48.68
Sales realization per pair 35.36 32.81 29.14
Earning Per Share 4.50 2.83 1.76
Your Company continues to maintain its reputation of being one of the
leading suppliers of premium quality dress and sports socks to many
reputed retail chains in Europe and the Gulf Countries. As most of the
customers are high end reputed retailers who need excellent quality
socks, the Company has positioned itself to supply them quality
products and timely deliveries. Therefore, the Company is optimistic of
growth through continued expansion and innovation.
The current year 2015-16 has started with great optimism. The order
book position has been very encouraging till July 2015 and this
reflects the increasing affirmation of your Company's products,
quality, timely deliveries, quick response and superb designing
capability in export markets.
There is no change in the nature of business of your Company for the
year under review.
Overview of the Economy:
The merchandise exports from India have remained stagnant between US $
302 to US $ 314 billion in the last three financial years.
India's share is a mere 2% in Global trade, where as that of China is
around 11.7% (2013). The Foreign Trade Policy 2015-2020 announced in
April 2015 has set a target of 3.5% by 2020-21 for India.
In the last two/three years, the exporting units were big beneficiaries
of Indian rupee depreciation. Since mid 2014, the rupee has been
strengthening against Several Currencies, resulting in erosion of both
realisation and profit for exporters. This is one cause for the
deceleration in exports since mid 2014.
In Foreign Trade Policy 2015-2020 announced in April 2015, a new scheme
named MEIS (Merchandise Exports From India Scheme) has been introduced
where by the exporters will get incentive of 2% of FOB value in respect
of merchandise falling under ITC (HS) code 61 - Knitted Apparels
(including socks) exported to United Kingdom and United States of
America etc (but not Switzerland and Gulf countries). This scheme is in
substitution of earlier MLFP scheme (market linked focal product) which
was off and on introduced and withdrawn.
The manufacturing activity has been decreasing. Corporate results were
weak in third quarter of the year under review and the fourth quarter
results are also not encouraging.
However the new initiatives taken and good ground work done to improve
the economy will helpfully bear full fruit in the year to come.
Despite odds, the performance of your Company in the year under review
is satisfactory when viewed in the backdrop of the expense incurred in
launching the Lord Walker brand and an extremely challenging
environment during the year.
During the year, the Company carried out sales in the following
geographical segments: (In Rs.)
United Kingdom Switzerland UAE
Revenues 76,677,240 58,014,174 31,786,244
India Rest of the World Total
Revenues 16,328,233 6,500,135 189,306,026
Industry Structure and Development
The Indian textile industry, including hosiery and clothing, is one of
the leading sectors of the Indian economy and contributes significantly
to the country's industrial output (14%). It employs 35 million people
in direct employment and earns much needed foreign currency with 17% of
India's exports coming from Textiles and Garments. Overall, it
contributes around 5% to India's GDP.
Textiles and apparel exported from India consume mainly indigenous
inputs and are, therefore, big earners of net foreign exchange. This
helps the country reduce its current account deficit.
Value of socks manufactured in India is estimated around Rs. 3000
crores per annum. Many major socks manufacturers in India are supplying
their socks in the domestic market as licensees of international
brands. Only a few supply under their own brand name.
Opportunities
Your Company is well poised to seize opportunities available in the
sock knitting industry on account of its state-of-the-art production
facilities, technical expertise, good quality culture and emphasis on
product innovation and growth potential.
Your Company is meeting international quality norms of comfort,
stretch, sizing, skin care and other parameters essential for inner
wear intimate apparel. They also meet the fashion demands in terms of
design, different knits and multiple shades. The socks manufactured by
your Company are sold in Supermarket Chains and upper end Retail
Stores.
The growing young middle-class population is a source of great
potential and provides immense opportunities to spurt growth in the
sock industry in the future.
For duty drawback on export shipments, "cap per unit" was raised
upwards (more than double, say 2.25-2.50 times) with effect from
22.11.2014. This gave good financial benefit to exporters like Virat,
who are exporting high price products. This has provided good
opportunity to exporters to improve product-mix for high price markets.
Your Company is knitting super sophisticated design socks for a reputed
international brand selling socks in big outlets at high prices. This
gives great goodwill to your Company, as the name of your Company is
mentioned on the band rolls of the socks of that brand.
All major overseas customers of your Company insist on social audits to
be carried out in the factory at least once in two years, by the
internationally acclaimed "Business Social Compliance Initiative
Agencies". Such audits cover compensation to employees, health, safety,
environment and management practices. New customers also insist on such
audits to be conducted, before they start the business. The compliance
of such audits to International Standards, brings healthy and ethical
culture in working and creates goodwill of the Company among its
clients. Your Company has successfully complied with many such audits
and has thus ensured continuance of business with major clients for
long periods.
Threats:
Your Company derives about 91% of its revenue from the export market.
Economic slowdown or decline in demand in the country of buyer of your
Company's products will have adverse impact on the working of the
Company.
Your Company is potentially exposed to any changes in exchange rates,
tariff, duty drawback rates, and also the Government Policies of the
Countries which purchase your Company's product.
In the international market, countries like Turkey have developed an
edge over the Indian manufacturers due to reduced freight cost and much
reduced delivery time. Besides, Turkey enjoys exemption of 10.6% custom
duty in relation with EU countries. This has posed a threat to the
Indian socks suppliers and may pressurise them to reduce prices and
thereby squeeze their margins. Even Bangladesh enjoys exemption in
import duty by virtue of its being a less developed country and exports
goods at prices which Indian socks suppliers cannot compete.
The major challenge that the textile, apparel and hosiery industry
faces is of ever increasing production costs arising out of rising
wages, power and other overheads.
Rupee has become strong against several foreign currencies from mid
2014. This has already adversely impacted the topline and bottom line
of the exporting units, when compared with their last two/three years'
performances.
FINANCE
As on the date of Balance Sheet the company is debt free in terms of
long term loans.
WORKING CAPITAL LOAN
The Company is enjoying export packing credit and foreign bill purchase
facilities.
INSURANCE
All the assets of the Company have been adequately insured.
DIVIDEND
The Board of Directors of the Company has recommended a dividend of Rs.
1.80 per share of Rs. 10/- each (18%). The total dividend will absorb
Rs. 8,862,012 excluding Rs. 1,814,497 as tax on dividend. The dividend
will be free of tax in the hands of the shareholders of the Company.
BOARD MEETINGS
Regular meetings of the Board of Directors are held to discuss and
decide on various business policies, strategies and other business. Due
to business exigencies, sometimes business decisions are taken by the
Board through circulation.
The Board met six (6) times during the FY 2014-15, viz. on May 29,
2014, August 12, 2014, September 11, 2014, November 13, 2014, February
12, 2015 and March 05, 2015. Detailed information on the meeting of the
Board is included in the report on Corporate Governance which forms
part of this Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mrs. Ayesha K. DadyBurjor was appointed as a whole time Director of the
Company in the Board of Directors' meeting held on 11.09.2014. Her
remuneration was also approved by the Nomination and Remuneration
Committee on the same date. Her appointment as a Whole-time Director
has to be ratified by the shareholders in the Annual General Meeting to
be held on 3rd September, 2015.
The term of Mr. Adi F. Madan as Managing Director of the Company is
expiring on 30th September, 2015. The Board of Directors in its meeting
held on 29th May, 2015 has re-appointed Mr. Adi F. Madan as Managing
Director of the Company for the further term of 3 years from 1st
October, 2015 to 30th September, 2018 on the same terms and conditions
as regards his functions, duties and remuneration. The Remuneration
Committee has also approved his remuneration. His candidature as
non-retiring Director and the Special Resolution for approval of his
remuneration will be put before the ensuing Annual General Meeting for
your approval.
Mr. Adi F. Madan Managing Director and Mr. Asinkhan S. Baholu Company
Secretary of your Company are the Key Managerial Personnel as per the
provision of the Companies Act, 2013, and were already in office before
the commencement of the Companies Act, 2013. Mr. Bhavik Maisuria Deputy
Financial Manager was appointed as a Chief Financial Officer of your
Company in the Board Meeting held on 29th May, 2014.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Independent Directors have submitted the Declaration of
Independence, as required pursuant to section 149(7) of the Companies
Act, 2013, stating that they meet the criteria of independence as
provided in sub-section (6).
COMPOSITION OF AUDIT COMMITEE
The Board has constituted an Audit Committee comprising of three
Independent Directors. The Committee members meet regularly and make
their recommendations in accordance with the terms of reference
specified by the Board. Such recommendations are thoroughly discussed
in Board meetings and by and large accepted for implementation.
The details of the meetings and the discussion held by the Committee
are given in detail in the 'Report on Corporate Governance' of the
Company which forms part of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE
The Board has constituted a Nomination and Remuneration Committee
comprising of three Independent Directors. The Committee recommends
appointment/re-appointment of executive directors and appointment of
employees from the level of vice-president and above along with
remuneration to be paid to them. The remuneration is fixed keeping in
mind the person's track record, his/her potential, individual
performance, the market trends and scales prevailing in the similar
industry.
The details of the meetings and the discussion held by the Committee
are given in details in the 'Report on Corporate Governance' of the
Company which forms part of this Annual Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Board has constituted a Stake Holder Relationship Committee
comprising of three Directors, two independent Directors and the
Managing Director.
The Committee met regularly to approve share transfers, transmission,
issue of duplicate share certificates, re- materialization of shares
and all other issues pertaining to shares and also to redress investor
grievances like non-receipt of dividend warrants, non-receipt of share
certificates, etc. The committee regularly reviews the movement in
shareholding and ownership structure. The committee also reviews the
performance of the Registrar and Transfer Agents.
The details of the meetings and the discussion held by the Committee
are given in detail in the 'Report on Corporate Governance' of the
Company which forms part of this Annual Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The company has an established mechanism for Directors/Employees to
report concerns about unethical behavior, actual or suspected fraud or
violation of the code of conduct or ethics policy. It also provides for
adequate safeguards against victimization of directors/employees who
avail of the mechanism. The company affirms that no personnel has been
denied access to the audit committee. The company has formulated a
Policy of Vigil Mechanism and has established a mechanism that any
personnel may raise Reportable Matters within 60 days after becoming
aware of the same. All suspected violations and Reportable Matters are
reported to the Chairman of the Audit Committee. The key
directions/actions are informed to the Managing Director of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
In pursuance of section 134 (5) of the Companies Act, 2013, the
Directors hereby confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards have 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 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 had prepared the annual accounts on a going concern
basis; and
(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.
(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.
SUBSIDIARIES
As the Company has no subsidiaries, Section 129(3) of the Companies
Act, 2013, does not apply. During the previous year(2013-14), the
Company had subscribed to 30% of the Partners' Capital in Armayesh
Enterprise LLP.
EXTRACT OF ANNUAL RETURN
Pursuant to sub-section 3(a) of section 134 and sub-section (3) of
section 92 of the Companies Act 2013, read with Rule 12 of the
Companies (Management and Administration) Rules, 2014 the extract of
the Annual Return as at March 31,2015 forms part of this Report as
Annexure I.
AUDITORS
As decided in the last Annual General Meeting held on 11.09.2014, M/s.
Deloitte Haskins and Sells, Chartered Accountants, Baroda have been
appointed as Statutory Auditors for financial years 2014-15, 2015-16
and 2016-17. The said appointment, on an annual basis, is being
ratified in the ensuing Annual General Meeting.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Mr. A. J. Gandhi practicing Company Secretary was appointed as a
Secretarial Auditor under the provision of section 204 of the Companies
Act, 2013 for the financial year 2014-15, during the Board Meeting held
on 29th May 2014. The report of the secretarial auditor for the F.Y
2014-15 is annexed to this Report as Annexure - II.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGOING
Additional information on conservation of energy, technology
absorption, foreign exchange earnings and outgo as required to be
disclosed in terms of Section 134(3)(m) of the Companies Act, 2013 read
with the Companies (Accounts) Rules, 2014 is annexed and forms part of
this Report as Annexure - III.
DETAILS RELATING TO DEPOSITS
The Company has not accepted any deposit during the year, nor any
deposit has remained unpaid or unclaimed as at the end of the year.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
No significant and material orders were passed by the regulators or
Courts or Tribunals during the year, adversely impacting the Company's
operation in future.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
A strong internal control culture is pervasive in your Company. Your
Company has documented a robust and comprehensive internal control
system for all the major processes to ensure reliability of financial
reporting, timely feedback on achievement of operational and strategic
goals and compliance with policies, procedures, laws and regulations.
Your Company believes in formulating adequate and effective internal
control systems and implementing the same to ensure that assets and
interests of the Company are safeguarded and reliability of accounting
data and accuracy are ensured with proper checks and balances. The
Internal control system is improved and modified continuously to meet
the changes in business conditions, statutory and accounting
requirements. The Audit Committee of the Board of Directors actively
reviews the adequacy and effectiveness of internal control system and
suggests improvements for strengthening them. The Company has a sound
Management Information System which is an integral part of the control
mechanism. The Audit Committee of the Board of Directors and Statutory
Auditors are periodically apprised of the internal audit findings and
corrective actions taken.
In furtherance to the Company's philosophy of conducting business in an
honest, transparent and ethical manner, your Company has laid down.
"Virat Anti corruption and Anti bribery policy". As a Company we take a
zero tolerance approach to bribery and corruption.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Your Company has not -
* given any loan to any person or other body corporate.
* given any guarantee and provided any security in connection with a
loan to any other body corporate or any person.
* acquired by way of subscription, purchase or otherwise the securities
of any other body corporate otherwise than in accordance with the law.
RISK
Risk Management:
A documented risk management policy is in place as per clause 49 (VI)
of the listing agreement.
Your Company is exposed to risk from fluctuation of foreign exchange
rates, prices of raw materials and finished goods, compliances risk and
people risk.
Foreign Exchange Risk:
Your Company manages its foreign exchange risk within the framework
laid down by Company's policy, approved by the Board, keeping in mind
the size of the Company.
Commodity Prices Risk:
Your Company proactively manages the risk of purchasing raw materials
through forward booking, vendor development practices and inventory
management. The Company's strong reputation for quality and services
with overseas clients mitigates the impact of price risk on finished
goods.
Compliance Risk:
Your company has to follow various statutes and regulations including
the Companies Act. The company is mitigating these risks through
regular review of legal compliances carried out through internal as
well as external compliance audits.
People Risk:
Your Company nurtures and grooms the talented and key personnel for
future business leadership and looks after them judiciously such that
they stay with the Company.
CORPORATE SOCIAL RESPONSIBILITY
Section 135(1) of the Companies Act 2013, is not applicable to your
Company, because the net worth, turnover and net profit of your Company
during the year is less than the required limits.
RELATED PARTY TRANSACTIONS
All related party transaction that were entered during the financial
year were in the ordinary course of the business of your Company and
were on arm's length basis. There were no materially significant
related party transactions entered by your Company with Promoters,
Directors, Key Managerial Personnel or other persons which may have a
potential conflict with the interest of your Company. The details are
given in Annexure - IV, forming part of this report.
FORMAL ANNUAL EVALUATION
During the year, the Board adopted a formal mechanism for evaluating its
performance and as well as that of its Committees and individual
Directors, including the Chairman of the Board. The exercise was carried
out through a structured evaluation process covering various aspects of
the Board functioning such as composition of the Board and Committees,
experience and competencies, performance of specific duties and
obligations, governance issues etc. Separate exercise was carried out to
evaluate the performance of individual Directors including the Board
Chairman who were evaluated on parameters such as attendance,
contribution at the meetings and otherwise, independent judgment,
safeguarding of minority shareholders interest etc.
MEETING OF INDEPENDENT DIRECTORS
All the four independent Directors of the Company held a meeting on
12th February 2015, and reviewed the performance of non-independent
Directors and the Board as a whole. They also assessed the quality,
quantity and timeliness of flow of information between the Company
management and the Board.
They expressed their satisfaction at the performance of non-independent
Directors and appreciated the flow of information from the Company
management.
COST AUDITORS
The Companies (Cost Records and Audit) Rules, 2014 does not require
textile industry to have cost audit records. Moreover, in terms of Rule
7, where the revenue of a company from exports, in foreign exchange,
exceeds seventy five percent of its total revenue, the said company is
also exempted from maintaining cost audit records. The above rules were
notified on 30.06.2014. In view of the above, the Company is exempted
from maintaining Cost Audit records and appointment of Cost Auditor for
the financial year 2014-15.
RATIO OF REMUNERATION TO EACH DIRECTOR
The ratio of the remuneration of each director to the median employee's
remuneration and other details in terms of sub-section 12 of section
197 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are forming part of this Report as Annexure V
of this report.
LISTING FEES
Your Company has paid listing fees up to 31st March 2016 to the Bombay
Stock Exchange in April, 2015. CORPORATE GOVERNANCE AND SHAREHOLDERS
INFORMATION
Your Company shall not be mandatorily required to submit Corporate
Governance Report as per amendments to Clause 49 of the Equity Listing
Agreement of the Securities and Exchange Board of India (SEBI) Circular
No.: CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014; the
applicability of Corporate Governance in listed entities is as under:
Applicability of Clause 49:
The Clause 49 of the Listing Agreement shall be applicable to all
companies whose equity shares are listed on a recognized stock
exchange. However, compliance with the provisions of Clause 49 shall
not be mandatory, for the time being, in respect of the following class
of companies:
a) Companies having paid up equity share capital not exceeding Rs. 10
crore and Net Worth not exceeding Rs. 25 crore, as on the last day of
the previous financial year; Provided that where the provisions of
Clause 49 becomes applicable to a company at a later date, such company
shall comply with the requirements of Clause 49 within six months from
the date on which the provisions became applicable to the company.
b) Companies whose equity share capital is listed exclusively on the
SME and SME-ITP Platforms.
ANTI SEXUAL HARASSMENT POLICY
The company has in place an Anti Sexual Harassment Policy in line with
the requirements of 'The Sexual Harassment of Women at the Workplace'
(Prevention Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received
regarding Sexual Harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
The following is a summary of Sexual Harassment complaints received and
disposed of during the year 2014-15:
No. of complaints received: Nil
No. of complaints disposed of: Not applicable
PARTICULARS OF EMPLOYEES
As per provision of Section 197 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, particulars of the employees are required to be annexed in respect
of the employees of the Company who were in receipt of total
remuneration of Rs. 60.00 Lac per annum or Rs. 5.00 Lac per month.
During the financial year, under review, there is no employee drawing
remuneration as above.
CORPORATE GOVERNANCE AND MANAGEMANT DISCUSSION AND ANALYSIS
Detailed notes on the Corporate Governance and the Management
Discussion and Analysis Report and other such disclosures as are
required to be made under the Listing Agreement with the Stock
Exchanges, are separately annexed and form part of this Report.
COMPLIANCE CERTIFICATE
The Certificate from the Auditors of the Company regarding compliance
of Corporate Governance as stipulated under Clause 49 of the Listing
Agreement is not issued since Corporate Governance is not applicable to
the company this year.
ACKNOWLEDGMENT
Your Directors wish to place on record their sincere appreciation for
the co-operation and support extended to the Company by the Government
of India, the Gujarat State Government and by the relevant Government
Authorities, Central, State and Local, the Company's Bankers and
Business Associates.
Your Directors also thank all the employees at every level, who,
through their dedication, co-operation and support, have enabled the
Company to achieve sustained growth.
For and on behalf of the Board of Directors
Place: Mumbai, Arun S. Sanghi
Date : 29th May, 2015. Chairman
Mar 31, 2014
Dear Members,
The Directors take pleasure in presenting the 24th Annual Report
together with the Audited Statement of Accounts for the year ended 31st
March, 2014.
FINANCIAL RESULTS AND ACCOUNTS:
The Financial Results are as under: (Rs. in Lacs)
Year ended Year ended
31 March, 2014 31 March, 2013
Gross Income (including other income) 2251.20 2120.54
Gross Profit (Before Interest,
Depreciation and Tax) 592.25 423.56
Less: Interest (Net) 10.69 10.42
Depreciation 94.96 84.68
Provision for tax :
- Current Tax 153.00 122.00
- Deferred Tax 5.20 (14.46)
- MAT Credit written off - 2.63
- Short/(Excess) provision for tax
relating to prior years - (3.21)
Net Profit / (Loss) After Taxes 328.40 221.50
Balance [ /(-)] carried from
previous year''s Account 500.76 376.73
Profit/(Loss) available for
Appropriations: 829.16 598.23
Proposed Dividend 88.62 73.85
Dividend Distribution Tax 15.06 12.55
Transfer to General Reserve 32.84 11.07
Balance [ /(-)] carried to next
year''s Account 692.64 500.76
OPERATIONS:
The year under review was a very satisfying and a successful year. The
Company posted sales of Rs. 20.27 crores, the highest achieved since
its inception; registering top line growth of 3.71% over previous year.
The export sales constituted 94.90% of total sales, recording growth of
4.65% over the preceding year. This performance is the outcome of the
reputation that your Company continues to enjoy among its overseas
customers because of the globally acclaimed quality of its products,
product innovation, timely deliveries, prompt communication and quick
response in developing samples.
The profit before tax of Rs. 486.60 lac during the year was 48.14% higher
compared to Rs. 328.47 lac recorded in the previous year. This is a land
mark improvement in profit after absorbing the input cost escalations,
is due to favourable exchange rates caused by weakening of Rs. (rupee)
against US Dollar (USD) and Great Britain Pound (GBP); and improved
product mix achieved by your Company by initiating efforts to reach out
to some niche markets, who need exclusive products and offer higher
realisation and higher profit margin per pair of socks. The average
selling price for export sales during the year was Rs. 42.18 per pair of
socks against Rs.36.03 per pair of socks achieved in the previous year -
a rise of 17.07%. The Company is focusing on improving high margin
business by debottlenecking the constraints in manufacturing process.
Prices of dyed cotton yarn which constitute 25% of cost of production
of your Company remained highly volatile during the year. Besides,
there was rise in the prices of other raw materials, and increase in
the cost of employees'' remuneration, power, fuel and overheads.
It has been the consistent policy of your Company to plough back a
substantial part of surplus profits every year to purchase new machines
and equipment to enhance the production base and also to replace some
old machines which had become cost ineffective. This helps your Company
to maintain its competitiveness and achieve better quality. During the
year, Twenty (20) sock knitting machines were installed and Six (6)
existing machines were replaced. Total capital outlay was Rs. 141.84 lac.
The comparative performance highlights for last five years are as
under:
Units 2013-14 2012-13 2011-12
Total Income in lac 2251.20 2120.54 1685.23
Export Sale in lac 1923.53 1838.07 1449.10
Net Profit before Tax in lac 486.60 328.47 201.02
Net Profit after Tax in lac 328.40 221.50 139.20
Cash Profit in lac 423.36 306.18 218.76
Knitting Production Pairs in lac 51.92 57.42 45.38
Pairs Dispatched Pairs in lac 49.64 55.30 46.78
Sales realization
per pair Rs 40.83 35.36 32.81
Earning Per Share Rs 6.67 4.50 2.83
2010-11 2009-10
Total Income 1503.39 1471.43
Export Sale 1326.49 1178.53
Net Profit before Tax 124.99 216.21
Net Profit after Tax 86.84 146.03
Cash Profit 164.11 217.00
Knitting Production 46.16 42.80
Pairs Dispatched 48.68 37.77
Sales realization per pair 29.14 33.05
Earning Per Share 1.76 2.97
Your Company continues its relentless effort to develop new markets and
acquiring new clients to overcome turbulent business environment in
overseas market and also maintain the pace of its growth.
Your Company continues to maintain its reputation of being one of the
leading suppliers of premium quality dress and sports socks to many
reputed retail chains in Europe and the Gulf Countries. As most of the
customers are high end reputed retailers who need excellent quality
socks, the Company has positioned itself to supply them quality
products and timely deliveries. Therefore, the Company is optimistic of
growth through continued expansion and innovation.
DIVIDEND:
The Board of Directors of the Company has recommended a dividend of Rs.
1.80 per share of Rs.10/- each (18 %). The total dividend will absorb Rs.
8,862,012, excluding Rs. 1,506,099 as tax on dividend. The dividend will
be free of tax in the hands of the share holders of the Company.
FINANCE:
As on the date of Balance Sheet the company is debt free in terms of
long term loans.
WORKING CAPITAL LOAN
The Company is enjoying export packing credit and foreign bill purchase
facilities.
INSURANCE
All the assets of the Company have been adequately insured.
SUBSIDIARIES
As the Company has no subsidiaries, Section 212 of the Companies Act,
1956, does not apply. During the year, the Company has subscribed to
30% of the Partners'' Capital in Armayesh Enterprise LLP.
DIRECTORS
Mr. Arun S. Sanghi, Mr. Ajit P. Walwaikar and Mr. Harish H. Shah, all
the three Independent Directors of the Company will hold the office as
Directors of the Company for a term of five consecutive years from the
date of the Annual General Meeting and for this, Ordinary Resolutions
will be passed.
Mr. Armand N. Aga is retiring by rotation and being eligible has
offered himself for re-appointment.
Mr. Vinay Sanghi was appointed as an Additional Director of the Company
on 29.05.2014 till the date of the Annual General Meeting. He will be
appointed as an Independent Director of the Company and will hold the
office for a term of five consecutive years from the date of ensuing
Annual General Meeting and for this an Ordinary Resolution will be
passed.
COMMISSION
The Board of Directors of the Company proposed that the five non
Whole-time Directors of the Company shall receive commission at the
rate of 1% of net profit of the Company computed in the manner laid
down in Section 197 and 198 of the Companies Act, 2013. The total
amount of commission works out to Rs. 4.92 lac. This shall be paid
subject to and within the limit approved by the members of the Company
at the ensuing Annual General Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of Section 217 (2AA) of the Companies Act, 1956 regarding
inclusion of Directors'' Responsibility Statement, it is stated: i that
in the preparation of the annual accounts, 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 / 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 Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; iv that the Directors have prepared the accounts for
the financial year ended 31st March, 2014 on going concern basis.
AUDITORS
The term of office of M/s. Deloitte Haskins and Sells, Chartered
Accountants, Baroda as Auditors expires at the conclusion of the
ensuing Annual General Meeting and being eligible have offered
themselves for re-appointment for the financial years 2014-15, 2015-16
and 2016-17. Members are requested to re-appoint the Auditors and fix
their remuneration.
COST AUDITORS
As per the requirement of the Central Government, and pursuant to the
provision of Section 233B of the Companies Act 1956, the audit of the
cost accounts relating to the manufacturing of "Knitted Socks" falling
under chapter 61 of the Central Excise Tariff Act 1985 is required to
be carried out every year. The Company has appointed practicing Cost
Accountants M/s Manubhai & Associates, Surat for the financial year
2013-14, ended 31st March 2014. Approval from the Central Government
has been received for above referred appointment. The Cost Audit Report
in respect of financial year 2013-14 will be filed on or before 27th
September 2014 i.e. 180 days from the closing of the financial year of
the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGOING
Additional information on conservation of energy, technology
absorption, foreign exchange earnings and outgo as required to be
disclosed in terms of Section 217(1) (e) of the Companies Act, 1956
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 is annexed and forms part of this
Report.
PARTICULARS OF EMPLOYEES
As per provision of Section 217(2A) of the Companies Act, 1956 read
with the Companies (Particulars of Employees) Rules, 1975, particulars
of the employees are required to be annexed in respect of the employees
of the Company who were in receipt of total remuneration ofRs. 60.00 lac
per annum or Rs. 5.00 lac per month. During the financial year, under
review, there is no employee drawing remuneration as above.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
Detailed notes on the Corporate Governance and the Management
Discussion and Analysis report and other such disclosures as are
required to be made under the Listing Agreement with the Stock
Exchanges, are separately annexed and form part of this Report.
COMPLIANCE CERTIFICATE
The Certificate from the Auditors of the Company regarding compliance
of Corporate Governance as stipulated under Clause 49 of the Listing
Agreement is attached to this Report.
ACKNOWLEDGMENT
Your Directors wish to place on record their sincere appreciation for
the co-operation and support extended to the Company by the Government
of India, the Gujarat State Government and by the relevant Government
Authorities, Central, State and Local, the Company''s Bankers and the
Business Associates. Your Directors also thank all the employees at
every level, who, through their dedication, co-operation and support,
have enabled the Company to achieve a sustained growth.
For and on behalf of the Board of Directors
Place: Mumbai, Arun S. Sanghi
Date : 29th May, 2014. Chairman
Mar 31, 2012
The Directors take pleasure in submitting the 22nd Annual Report
together with the Audited Statement of Accounts for the year ended 31st
March, 2012.
FINANCIAL RESULTS AND ACCOUNTS:
The Financial Results are as under: (Rs.in Lacs)
Year ended Year ended
March 31,2012 March 31, 2011
Gross Income (including other income) 1,685.23 1,543.90
Gross Profit (Before Finance Cost,
Depreciation & Tax) 290.08 209.92
Less: Finance Cost 9.49 7.66
Depreciation. 79.57 77.26
Provision for Tax :
Current Tax 81.98 54.00
Deferred Tax (17.53) (16.82)
MAT Credit Entitlement (2.63) 0.98
Net Profit/ (Loss) After Taxes 139.20 86.84
Balance [ /(-)] carried from previous
year's Account 309.68 268.62
Profit/(Loss) available for Appropriations: 448.88 355.46
Dividend; 59.08 39.39
Dividend Distribution Tax 9.58 6.39
Transfer to General Reserve 3.48 -
Balance [ /(-)] carried to next
year's Account 376.73 309.68
OPERATIONS:
During the year under review, your Company achieved 8.22% higher sales
turnover compared to last year. This reflected the increasing trust
and confidence reposed by the customers in your Company's products,
quality, good communication and timely deliveries. The average sales
realization per pair during the year under review increased to Rs. 32.81
against Rs. 29.14 in previous year - a rise of 13%.
The net profit after tax of your Company posted commendable performance
during the year under review, registering 60.3% increase against last
year. The factors contributing to improved profitability were -
favorable exchange rates caused by steep weakening of Rs. (Rupee) against
U.S. Dollar (USD) and Great Britain Pound (GBP) particularly in the
last six months of the year; better product mix and price rise
implemented in the year.
In line with the long term strategy of your Company to make judicious
investment in purchasing knitting machines, thereby making optimum use
of balancing equipment and infrastructural facilities, six new knitting
machines were ordered in the year 2011-12 and were received and
installed in April, 2012. The addition of machines, besides enlarging
the production base of your Company, helped cater to accelerated flow
of export orders year after year and widen the product-mix range.
The encouraging trend of export order inflow continues during the
current year also. Your Company continues to maintain its reputation of
being one of the leading suppliers of premium quality dress and sports
socks to many reputed retail chains in Europe and the Gulf Countries As
most of the customers are high end reputed retailers who need excellent
quality socks, the Company is in a position to supply them quality
products and timely deliveries.
DIVIDEND:
The Board of Directors of the Company have recommended a dividend of Rs.
1.20 per share of Rs. 10/- each (12%). The total dividend will absorb Rs.
59,08,008, excluding Rs. 9,58,427 as tax on dividend.
FINANCE:
The Company has been regular in payment of interest as well as
installments as per the schedule to the Banks, from its internal
accruals.
WORKING CAPITAL LOAN
The Company is enjoying export packing credit and foreign bill purchase
facilities.
INSURANCE
All the assets of the Company have been adequately insured.
SUBSIDIARIES
As the Company has no subsidiaries, Section 212 of the Companies Act,
1956, does not apply.
DIRECTORS
Mr. Naozer J. Aga resigned as the Chairman and also as Director of the
Company with effect from 01.04.2012.
The Board of Directors places on record their appreciation of the
meritorious contribution and financial support made by Mr. Naozer J.
Aga during his Chairmanship of the Company. It was under his leadership
and guidance that the loss making Company turned the corner and has
achieved noteworthy financial stability The Board of Directors
appointed Mr. Naozer J. Aga as the Chairman Emeritus and Senior advisor
of the Company w.e.f. 01.04.2012 considering his experience and
ability, and also to avail of his business acumen and entrepreneurial
experience as a guiding force in the future.
The Board of Directors appointed Mr. Arun S. Sanghi as the Chairman of
the Company in place of Mr. Naozer J. Aga w.e.f. 01.04.2012. The Board
of Directors appreciated the long association and valuable contribution
of Mr. Arun S. Sanghi as the Director of the Company.
In the Casual vacancy caused by Mr. Naozer J. Aga's resignation, Mrs.
Ayesha K. DadyBurjor has been appointed as Director. Mrs. Ayesha K.
DadyBurjor shall be director of the company till Mr. Naozer J. Aga
would have retired by rotation as a Director.
Mr. Arun S. Sanghi and Mr. Ajit P. Walwaikar are retiring by rotation
and being eligible have offered themselves for re-appointment.
The term of Mr. Adi F. Madan as Managing Director of the Company is
expiring on 30th September, 2012. The Board of Directors in its meeting
held on 30th May, 2012 have re-appointed Mr. Adi F. Madan as Managing
Director of the Company for the term of further 3 years from 1st
October, 2012to 30th September, 2015on the earlier terms and conditions
only as its functions, duties and remuneration. The Remuneration
Committee have also approved his remuneration His candidature as
non-retiring director and Special Resolution for approval of his
remuneration is being put before the ensuring Annual General Meeting
for your approval.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 217 (2AA) of the Companies Act, 1956 regarding
inclusion of Directors' Responsibility Statement, it is stated:
(i) that in the preparation of the annual accounts, 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 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
(iv) that the Directors have prepared the accounts for the financial
year ended 31st March, 2012 on going concern basis.
AUDITORS
The term of office of M/s. Deloitte Haskins and Sells, Chartered
Accountants, Vadodara as Auditors expires at the conclusion of the
ensuing Annual General Meeting and being eligible have offered
themselves for re- appointment. Members are requested to re-appoint the
Auditors and fix their remuneration.
COST AUDITORS
Your Company has to maintain cost records for the year ended on 31st
March, 2012 and Compliance Report of the same from the practicing Cost
Accountant has to be sent to the Central Government within 180 days
from the end of the financial year The practicing Cost Accountant has
been appointed.
Subsequently under order - F. No. 52/26/CAB-2010 from Ministry of
Corporate Affairs dated 24th January, 2012, it is informed that the
Company manufacturing socks under chapter 61 of the Central Excise
Tariff Act, 1985 will come under cost audit in respect of each of its
financial year commencing on or after the 1st day of April, 2012. The
practicing Cost Accountant appointed by us will do the cost audit also.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGOING
Additional information on conservation of energy, technology
absorption, foreign exchange earnings and outgo as required to be
disclosed in terms of Section 217(1) (e) of the Companies Act, 1956
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 is annexed and forms part of this
Report.
PARTICULARS OF EMPLOYEES
As per provision of Section 217(2A) of the Companies Act, 1956 read
with the Companies (Particulars of Employees) Rules, 1975, particulars
of the employees are required to be annexed in respect of the employees
of the Company who .were in receipt of total remuneration of 60.00 Lac
per annum or Rs. 5.00 Lac per month during the financial year, under
review. There is no employee drawing remuneration as above.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
Detailed notes on the Corporate Governance and the Management
Discussion and Analysis report and other such disclosures as are
required to be made under the Listing Agreement with the Stock
Exchanges, are separately annexed and form part of this report.
COMPLIANCE CERTIFICATE
The Certificate from the Auditors of the Company regarding compliance
of Corporate Governance as stipulated under Clause 49 of the Listing
Agreement is attached to this report.
ACKNOWLEDGMENT
Your Directors wish to place on record their sincere appreciation for
the co-operation and support extended to the Company by the Government
of India, Gujarat State Government and by the relevant Government
Authorities, Central, State and Local, Company's Bankers and Business
Associates.
Your Directors also thank all the employees at every level, who,
through their dedication, co-operation and support, have enabled the
Company to achieve a sustained growth.
For and on behalf of the Board of Directors
Place: Mumbai, Arun S. Sanghi
Date : 30th May, 2012. Chairman
Mar 31, 2011
The Directors take pleasure in submitting the 21st Annual Report
together with the Audited Statement of Accounts for the year ended 31st
March, 2011.
FINANCIAL RESULTS AND ACCOUNTS:
The Financial Results are as under: (Rs.in Lacs)
Year ended Year ended
March 31,2011 March 31, 2010
Gross Income (including other Income) 1,503.39 1,471.43
Gross Profit (before Interest,
Depreciation & Tax) 209.15 302.92
Less: Interest (Net) 6.89 15.74
Depreciation 77.26 70.97
Provision for Tax :
Current Tax 54.00 62.50
Deferred Tax (16.82) 14.87
MAT Credit Entitlement 0.98
Excess Provision of Tax (Net)
of earlier years (7.19)
Net Profit / (Loss) After Taxes 86.84 146.03
Balance [ /(-)] carried from
previous year's Account 268.62 168.67
Profit(Loss) available for
Appropriations: 355.46 314.70
Dividend 39.39 39.39
Dividend Distribution Tax 6.39 6.69
Balance [ /(-)] carried to
next year's Account 309.68 268.62
OPERATIONS:
The impact of the global financial crisis which hit world wide markets
in 2008 continued in 2009 and 2010 also. Notwithstanding that, during
the year under review, your company secured export orders at
encouraging pace with the result that the order book position remained
comfortable throughout the year. This reflected the increasing
appreciation and affirmation by the customers of your Company's
products, quality, good communication and timely deliveries. Consequent
to this, in terms of pairs of socks, the knitting production was 8%
higher and dispatches were 29% higher, compared to last year. However,
the prices were under great pressure due to aggressive competition from
Chinese and Turkish suppliers.
It has been the long term strategy of your Company to make judicious
investments in purchasing knitting machines, thereby making optimum use
of the present balancing equipments and infrastructural facilities.
Six new knitting machines were added in the year 2009-10 and six more
machines were also added in the year 2010-11, The last installed six
machines have the facilities to manufacture children socks also,
besides men's and ladies socks. The addition of machines besides
enlarging the production base of your Company helped to cater to
accelerated flow of export orders year after year and widen the
product-mix range.
Despite higher production and higher dispatches, the profit after tax
lagged behind last year by Rs.59.19 lac. The reasons for the
substantial drop in profit is the cumulative impact of many adverse
factors compared to the previous year like :- unprecedented rise in the
prices of dyed cotton yarn by 100%, reduction in the rates of duty
drawback by 15% w.e.f. 20th September 2010; appreciation of the rupee
against the Great Britain Pound (GBP) and the U.S. Dollar (USD)
resulting in lower rupee realisation of Rs.51.11 lacs during the year,
both in turnover and profits, and also increase of 11% in the prices of
fuel (HSD) and 13% in minimum wages in Gujarat.
The impact of adverse factors mentioned above more than offset the
benefit of economies of scale.
The encouraging trend of export order inflow continues during the
current year also. Your Company continues to maintain its reputation of
being one of the leading suppliers of premium quality dress and sports
socks to many reputed retail chains in Europe and the Gulf Countries.
As most of the customers are high end reputed retailers who need
excellent quality socks, the Company is in a position to supply them
quality products and timely deliveries.
However, the possible increase in prices of cost inputs and rupee
appreciation may have an adverse impact on the profitability of your
Company in the current year, as well.
DIVIDEND:
The Board of Directors of the Company have recommended a dividend of
Rs.0.80 per share of Rs. 10/- (8%). The total dividend will absorb Rs.
39,38,672/- excluding Rs. 6,38,951/- as tax on dividend.
FINANCE:
The Company has been regular in payment of interest as well as
installments as per schedule to Banks, from its internal accruals.
WORKING CAPITAL LOAN
The Company is enjoying export packing credit and foreign bill purchase
facilities.
INSURANCE
All the assets of the Company have been adequately insured.
SUBSIDIARIES
As the Company has no subsidiaries, Section 212 of the Companies Act,
1956, does not apply.
DIRECTORS
In accordance with the Provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. A. P. Walwaikar retires by
rotation and being eligible, offers himself for re-appointment. Mr,
Armand N. Aga was appointed as an Additional Director in the Board
Meeting held on 9th September 2010 who holds office till the
commencement of the ensuing AGM. A letter has been received from a
shareholder of your Company signifying his intention to appoint Mr.
Armand N. Aga as a Director, subject to retirement by rotation. His
candidature is being put before the ensuing AGM for his appointment as
Rotational Director.
Mr. Harish H. Shah was appointed as Director of the Company in the
casual vacancy caused by the resignation of Mr. Madhav G. Kulkarni
pursuant to Section 262 of the Companies Act, 1956 and Mr. Harish H.
Shah was to hold the office of Director till the date Mr. M. G.
Kulkarni would have held it Mr. M. G. Kulkarni was to retire on
commencement of the ensuing AGM. A letter has been received from a
shareholder of your Company signifying his intention for continuation
of Directorship of Mr. Harish H. Shah. His candidature is being put
before the ensuing AGM for being appointed as rotational Director.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 217 (2AA) of the Companies Act, 1956 regarding
inclusion of Directors' Responsibility Statement, it is stated: (i)
that in the preparation of the annual accounts, 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/ 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 Companies Act, 1956 for safeguarding the
assets of the Company and for preventing and detecting fraud and other
irregularities; (iv) that the Directors have prepared the accounts for
the financial year ended 31st March, 2011 on going
concern basis.
AUDITORS
The term of office of M/s. Deloitte Haskins and Sells, Chartered
Accountants, Baroda, as Auditors expires at the conclusion of the
ensuing Annual General Meeting. The Board of Directors wishes to
re-appoint them as Auditors of 'the Company and has received a
certificate from them that their appointment, if made, would be within
the prescribed limits, under Section 224 (1B) of the Companies Act,
1956. You are requested to appoint them as Auditors from the conclusion
of the ensuing Annual General Meeting to the subsequent Annual General
Meeting.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGOING
Additional information on conservation of energy, technology
absorption, foreign exchange earnings and outgo as required to be
disclosed in terms of Section 217(1) (e) of the Companies Act, 1956
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 is annexed and forms part of this
Report.
PARTICULARS OF EMPLOYEES
As per provision of Section 217(2A) of the Companies Act, 1956 read
with the Companies (Particulars of Employees) Rules, 1975, particulars
of the employees are required to be annexed in respect of the employees
of the Company who were in receipt of total remuneration of Rs.60.00
Lac per annum or Rs.5.00 Lac per month during the financial year, under
review. There is no employee drawing remuneration as above.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
Detailed notes on the Corporate Governance and the Management
Discussion and Analysis report and other such disclosures as are
required to be made under the Listing Agreement with the Stock
Exchanges, are separately annexed and form part of this report.
COMPLIANCE CERTIFICATE
The Certificate from the Auditors of the Company regarding compliance
of Corporate Governance as stipulated under Clause 49 of the Listing
Agreement is attached to this report.
ACKNOWLEDGMENT
Your Directors wish to place on record their sincere appreciation for
the co-operation and support extended to the Company by the Government
of India, Gujarat State Government and by the relevant Government
Authorities, Central, State and Local, Company's Bankers and Business
Associates.
Your Directors also thank all the employees at every level, who,
through their dedication, co-operation and support, have enabled the
Company to achieve a sustained growth.
For and on behalf of the Board of Directors
Place: Mumbai, Naozer J. Aga
Date : 26th May, 2011. Chairman
Mar 31, 2010
The Directors take pleasure in submitting the 20th Annual Report
together with the Audited Statement of Accounts for the year ended 31st
March, 2010.
FINANCIAL RESULTS AND ACCOUNTS:
The Financial Results are as under:
(Rs. in Lacs)
Year ended Year ended
March 31, 2010 March 31, 2009
Gross Income (including
other Income) 1,471.43 1,401.61
Gross Profit (Before Interest,
Depreciation & Tax) 302.92 337.04
Less: Interest (Net) 15.74 26.03
Depreciation 70.97 67.57
Provision for Tax:
Current Tax 62.50 27.50
Deferred Tax 14.87 75.11
Fringe Benefit Tax - 1.75
MAT Credit Entitlement - (43.96)
Excess Provision of Tax
(Net) of earlier years (7.19) -
Net Profit / (Loss) After Taxes 146.03 183.04
Balance [+/(-)] carried from
previous years Account 168.67 14.43
Profit/(Loss) available for
Appropriations: 314.70 197.47
Proposed / Interim Dividend 39.39 24.62
Dividend Distribution Tax 6.69 4.18
Balance [+/(-)] carried to next
years Account 268.62 168.67
OPERATIONS:
During the year under review, your Company continued to receive export
orders at an encouraging pace, with the result that the order book
position remained comfortable throughout the year. This reflected the
ever increasing affirmation by the customers, of your Companys
products, good communication and timely deliveries. Due to this the
knitting production in terms of pairs of socks was 11% higher compared
to last year. However, the prices were under great pressure.
Your Company has well established itself as the manufacturer exporters
of premium quality of dress, sport and football socks for men, ladies
and children. During the year under review, 94% of total revenues were
obtained from export sales.
During the year, your Company installed six new single cylinder
machines capable of knitting dress socks with design (motifs). There
is permanent demand for such socks in export market. These machines
were commissioned in March, 2010, and their full benefit will accrue in
the next year.
The profit before taxes lagged behind last year by Rs. 27.23 lacs,
despite higher production. The reason for this drop in profits is the
unprecedented rise in the prices of main cost inputs, like 25 to 30%
increase in dyed cotton yam prices, increase of 30.50% in minimum wages
in Gujarat between February, 2009 and March, 2010 and increase of 6% in
excise duty on nylon yam, elastane yam and indigenous store/spares.
Besides, due to rupee appreciation against both Great Britain Pounds
(GBP) and U.S. Dollars (USD), particularly in the last quarter of the
year, your Company lost Rs. 27.49 lacs both in turnover and profit due
to reduced rupee realisation in this year compared to last year.
This impact of cost escalation in inputs and adverse exchange rates
more than offset the benefit of economies of scale. The performance
highlights for the year 2009 -10 compared to 2008 - 09 are as under:
Units 2009-10 2008-09 % Change
Total Income Rs.in lac 1,471.43 1,401.61 5
Export Sale Rs.in lac 1,178.53 1,274.19 (7)
Net Profit Rs.in lac 146.03 183.04 (20)
Cash Profit Rs.in lac 217.00 250.61 (13)
Knitting
Production Pairs in lac 42.35 38.08 11
Pairs
Despatched Pairs in lac 37.77 39.07 (3)
Earning Per
Share Rs. 2.97 3.72 (20)
The encouraging trend of export order inflow continues during the
current year also. Your Company continues to maintain its reputation of
being one of the leading suppliers of premium quality dress and sports
socks to many reputed retail chains in Europe and the Gulf Countries.
As most of the customers are high end reputed retailers who need
excellent quality socks, the Company is in a position to get better
prices due to quality products and timely deliveries.
However, the increase in prices of cost inputs and rupee appreciation
are likely to have adverse impact on the profitability of your Company
in the current year, as well.
DIVIDEND:
The Board of Directors of the Company have recommended a dividend of
Re. 0.80 per share of Rs. 10/- (8%). The total dividend will absorb Rs.
3,938,672/-, excluding Rs. 669,377/- as tax on dividend.
FINANCE:
The Company has been regular in payment of interest as well as
instalments as per schedule to Banks and on inter corporate deposits,
from its internal accruals.
WORKING CAPITAL LOAN
The Company is enjoying export packing credit and foreign bill purchase
facilities.
INSURANCE
All the assets of the Company have been adequately insured.
SUBSIDIARIES
As the Company has no subsidiaries, Section 212 of the Companies Act,
1956, does not apply.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the company, Mr. Naozer J. Aga, retires by
rotation and being eligible, offers himself for re-appointment.
Mr. Madhav G. Kulkarni resigned from the Directorship of the Board of
Directors of the Company w.e.f. 03.11.2009. The Board places on record
their appreciation of the contribution made by Mr. Madhav G. Kulkarni
during his tenure of Directorship of the Company.
Mr. Harish H. Shah was appointed as Director of the Company in the
casual vacancy caused by the resignation of Mr. Madhav G. Kulkarni
pursuant to Section 262 of the Companies Act, 1956 and Mr. Harish Shah
is to hold the office till the date Mr. Madhav G. Kulkarni would have
held it.
Mr. Armand N. Aga ceases to be alternate Director on the return of Mr.
Kaizad R. Dady Burjor.
Mr. Kaizad R. DadyBurjor resigned from the Directorship of the Board of
Directors of the Company. The Board places
on record their appreciation of the contribution made by Mr. Kaizad R.
Dady Burjor.
Mr. Armand N. Aga was appointed as additional Director of the Company.
His candidature is being put before the ensuing AGM for appointed as a
rotational Director.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 217 (2AA) of the Companies Act, 1956 regarding
inclusion of Directors Responsibility Statement, it is stated:
(i) that in the preparation of the annual accounts, 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/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 Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) that the Directors have prepared the accounts for the financial
year ended 31st March, 2010 on going concern basis.
AUDITORS
The term of office of M/s. Deloitte Haskins and Sells, Chartered
Accountants, Mumbai as Auditors expires at the conclusion of the
ensuing Annual General Meeting. M/s. Deloitte Haskins and Sells,
Chartered Accountants, Mumbai, informed that they are not seeking
reappointment at the ensuing Annual General Meeting. The Board of
Directors wishes to appoint M/s. Deloitte Haskins and Sells, Chartered
Accountants, Baroda as Auditors of the Company in place of previous
Auditors and has received a Certificate from them that their
appointment, if made, would be within the prescribed limits, under
Section 224 (1B) of the Companies Act, 1956. You are requested to
appoint them as Auditors from the conclusion of ensuing Annual General
Meeting to the subsequent Annual General Meeting.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGOING
Additional information on conservation of energy, technology
absorption, foreign exchange earnings and outgo as required to be
disclosed in terms of Section 217(1) (e) of the Companies Act, 1956
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 is annexed and forms part of this
Report.
PARTICULARS OF EMPLOYEES
As per provision of Section 217(2A) of the Companies Act, 1956 read
with the Companies (Particulars of Employees) Rules, 1975, particulars
of the employees are required to be annexed in respect of the employees
of the Company who were in receipt of total remuneration of Rs.24.00
Lac per annum or Rs.2.00 Lac per month during the financial year, under
review. There is no employee drawing remuneration as above.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
Detailed notes on the Corporate Governance and the Management
Discussion and Analysis report and other such disclosures as are
required to be made under the Listing Agreement with the Stock
Exchanges, are separately annexed and form part of this report.
COMPLIANCE CERTIFICATE
The Certificate from the Auditors of the Company regarding compliance
of Corporate Governance as stipulated under Clause 49 of the Listing
Agreement is attached to this report.
CERTIFICATE OF RECOGNITION
The Office of the Zonal Joint Director General of Foreign Trade
accorded your Company status of "Export House" for a period of five
years with effect from 01.04.2009. Status holders are entitled to
incentive scrip @ 1% of FOB value of exports made during the year 2009
-10 and 2010 -11.
ACKNOWLEDGMENT
Your Directors wish to place on record their sincere appreciation for
the co-operation and support extended to the Company by the Government
of India, Gujarat State Government and by the other concerned
Government Authorities, Central, State and Local, Companys Bankers and
Business Associates.
Your Directors also thank all the employees at every level, who,
through their dedication, co-operation and support, have enabled the
Company to achieve a sustained growth.
For and on behalf of the Board of Directors
Place : Mumbai, Naozer J. Aga
Date : 28th May, 2010. Chairman
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