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Ideal Carpets Ltd.

BSE: 526259 Sector: Industrials
NSE: N.A. ISIN Code: INE710C01012
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Ideal Carpets Ltd. (IDEALCARPETS) - Director Report

Company director report

DIRECTORS' REPORT

Dear Shareholders,

We are privileged to placed before you 21st Annual Reports of your company togetherwith the Corporate Governance Report. Management Discussion & Analysis, and AuditedFinancial Accounts for the Financial Year ended on 31st March 2012:

FINANCIAL RESULTS

Your Company's performance during the year as compared with the previous year issummarized as below:

(Amount in Rupees)
Particulars 2011-2012 2010-2011
Income
Sales Export 34,542,894.00 43,571,011.00
Sales Local 41,971,226.00 17,959,221.34
Job Charges 8,042,155.00 10,201,973.00
Other Income 3,878,747.93 872,202.07
Total 88,435,022.93 72,604,407.41
Profit before Depreciation & Interest 8,461,071.11 8,703,757.36
Less: Depreciation 2,190,769.00 2,174,666.00
Interest 5,668,647.65 6,111,342.49
Profit/(Loss) before Tax 601,654.46 417,748.87
Less: Provision for tax 258,951.00 280,285.00
Profit/(Loss) after Tax 342,703.46 137,463.87
Add: Exchange Reserve Adjusted - -
Less: Income Tax for earlier years adjustment - 10,000.00
Profit/(Loss) for the period 342,703.46 127,463.87

BUSINESS REVIEW:

During the year, the domestic turnover of the Company has increased by 133.70% whereasexport turnover has reduced by 20.72% due to increased global competition in the overseasmarket. However, the net profit after tax and depreciation has increased from Rs. 1.27lacs to 3.42 lacs during the year.

DIVIDEND:

Keeping in view of the working capital requirement of the Company, your Directorsregret that they are unable to recommend any dividend for the year 2011-2012.

REPORT ON CORPORATE GOVERNANCE:

The Corporate Governance Report is attached herewith and form part of this report. Thecertificate from practicing Company Secretaries on compliance with Corporate Governancerequirement by the company is attached to the report on corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and analysis forms part of this report.

TRANSFER TO RESERVE

The Company has not transferred any amount in the General Reserves during the year.

MATERIAL CHANGE

There is no material change affecting the financial position of the Company between thedate of balance sheet and the date of this report.

DIRECTORATE

Shri Rajesh Kumar, Shari. Shree Ram Maurya and Shri Satish Singh retire from the Boardof Directors by rotation in the ensuing Annual General Meeting, in accordance with theprovisions of Section 256 of The Companies Act, 1956 and being eligible offer themselvesfor reappointment.

STATUTORY AUDITORS:

Mrs. PRAKASH K. PRAKASH, Chartered Accountants. New Delhi, the Auditors of the Companywho hold office up to the conclusion of the Annual General Meeting are eligible forreappointment and have expressed their willingness to be reappointed as Auditors of theCompany M/s PRAKASH K. PRAKASH, Chartered Accountants have under Section 224(I) of theCompanies Act, 1956 furnished a certificate of their eligibility for reappointment andthey hold valid certificate of having Peer Reviewed of their firm. Members are requestedto appoint the Statutory Auditors for the current year and to authorise the Board to fixtheir remuneration.

AUDITORS REPORT & NOTES ON ACCOUNTS

The auditor remarks in the schedule of notes referred to in their report areself-explanatory. The explanation contained in those comments/notes may be treated asinformation/explanation submitted by the Board as contemplated under Section 217(3) of TheCompanies Act, 1956.

PARTICULARS OF EMPLOYEES

There is no information required to be given under Section 217(2A) of The CompaniesAct, 1956 read with The Companies (Particulars of Employees) Rules 1975 for the year underreview as none of the employee falls in this category.

AUDIT COMMITTE

The Audit Committee of the Company comprised of Mr Satish Singh, Mr Rajesh Kumar, MrPrabhu Nath Yadav and Mr. Piyush Verma, Mr Rajesh Kumar chairs the committee. The AuditCommittee of Board of Directors reviews various auditing and accounting matters, includingthe recommendation of appointment of Auditors and fixing their remuneration and reviewingof annual statements of accounts.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, aManagement Discussion and Analysis is appended to the Annual Report.

PUBLIC DEPOSITS

The Company has not accepted any public deposits during the financial year underSection 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules,1975.

SUBSIDIARY

The business activities in the subsidiary company at US has virtually closed down, withthe result no financial statement upto the date of closure of business has been preparedby the company in view of recurring losses.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of The Companies Act, 1956, theDirectors hereby state and confirm:

a) That in the preparation of Annual Accounts for the Financial Year ended on31.03.2012 the applicable accounting standards has been followed subject to note No 1(i)on Significant Accounting Policies.

b) That the Directors selected such accounting policies and applied them consistentlyand made judgments and estimates, that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit & loss Accounts of the Company.

c) That the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of The Companies Act, 1956to safeguards the assets of the company and to prevent and detect fraud and otherirregularities.

d) That the Directors have prepared the Annual Accounts on a "going concern"basis.

EMPLOYEE RELATIONS

The company enjoyed good relations with all employees through the year. Your directors'wish to place on record their appreciation of the contribution made by employees at alllevels during the year.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company is committed to the conservation of the resources. There is no wastage ofenergy. The working group formed by the company for this purpose, continuously monitorsthe consumption of various forms of energy and evaluates the options available for energyconservation. Investments will be made, as and when required, for any activity identifiedas a source for helping us to achieve further energy savings. Your company is not usingany foreign technology.

FOREIGN EXCHANGE EARNINGS & OUTGO:

Current Year Previous Year
Foreign Exchange Earnings Rs 34,542,894.00 Rs. 4,35,71,011.00
Foreign Exchange Outgo Rs 12,327,248.00 Rs. 1,56,57,822.00

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges a separate sectionon Corporate Governance has been setup which is ensuring proper implementations of therelevant requirements. A report on Corporate Governance and a certificate from theAuditors confirming compliance is part of this Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the continualco-operation, the Company received from the Bankers, Shareholders, Dealers and Suppliersand also acknowledges the invaluable contribution made by the employees.

By Order of the Board of Directors
IDEAL CARPETS LIMITED
Place: New Delhi L R Maurya
Date: 29.08.2012 (Chairman)