Your Directors are pleased to present the 14th Annual Report and the AuditedAccounts of the Company for the year ended on 31st March 2014 along with theManagement Discussion and Analysis Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement with the Stock Exchanges in India is presentedin a separate section forming part of the Annual Report.
The operating results of the Company for the period under review are as follows:
(Amt In Lacs)
|Particulars ||The year ended on 31st March 2014 ||The year ended on 31st March 2013 |
| ||Standalone ||Consolidated ||Standalone ||Consolidated |
|Profit/Loss before depreciation tax ||(581.94) ||3924.62 ||2.91 ||1596.24 |
|Less : Depreciation ||10.96 ||3337.58 ||10.93 ||2854.79 |
|Profit/Loss before tax and extraordinary items ||(592.91) ||587.05 ||(8.02) ||(1258.55) |
|Less : provision for tax ||- ||736.58 ||1.50 ||426.51 |
|Less : Fringe benefit tax ||- ||- ||- ||- |
|Less : Deferred Tax ||(1.39) ||821.68 ||(3.16) ||(459.40) |
|Less : Exceptional items ||2691.94 ||2736.22 ||- ||(494.33) |
|Profit/(Loss) after tax ||(3278.46) ||(3707.44) ||(6.36) ||(731.33) |
|Minority Intrest ||- ||(83.65) ||- ||(62.38) |
|Less: Prior Period adjustments/ extra ordinary items ||(2.50) ||(3.22) ||(2.41) ||(2.41) |
|Adjusted Profit / (Loss ) ||(3280.96) ||(3620.56) ||(3.95) ||(666.54) |
|Add:Profit/ (Loss) Brought forward ||(469.41) ||957.73 ||(465.46) ||1624.27 |
|Balance carried to B/s ||(3750.37) ||(2662.83) ||(469.41) ||957.73 |
Directors do not recommend any dividend.
THE YEAR IN RETROSPECT:
During the year under review company achieved revenue of INR 1077.132 cr. withrevenues from Overseas business amounting to INR 951.01 cr. and Domestic businessamounting to INR 126.12 cr. The focus on sales has continued to be in the local markets ofIndia for S.Kumars and S.KumarsUnimart products and for Klopman the focus has been tofurther consolidate its position in European markets as well as to explore newinternational markets.
BUSINESS OUTLOOK AND PLANS:
S Kumars Unitexx Division is diversifying the portfolio of Unimart by expanding itscustomer base to cover segments such as Oil and Gas Iron and Steel Pharma and Cement toname a few. S.Kumars Unimart also plans to launch Unimart stores all over India which willbe a one-stop-shop for all uniform needs.
S.Kumars Limited is modernising and upgrading its existing plants to improve thequantity and quality of the production.
Klopman is in the process of expanding its base to cover international markets likeIndia Middle East South Africa Australia and New Zealand along with existing markets.Middle East is an important market for Klopman to increase the focus in this marketKlopman has started a branch office in Dubai from January 2013. Further KlopmanInternational has formed a Joint Venture Company in Indonesia with Argo Group. The JointVenture Company is called as PT Klopman Argo International and would produce about 15million meters work wear fabric per annum at its rated capacity with as ales revenue of 25million Euros.
S. Kumars Limited and MW Unitexx S.A. are Subsidiary Companies of MW Unitexx Limited.
Further S. Kumars Limited is having two subsidiary Companies viz.
1) Manmade fabric sales services Private Limited and
2) Manors Textile Limited.
MW Unitexx S.A. is having subsidiary Companies Viz.
1) Klopman Espana SA
2) Klopman Gmbh
3) Klopman AG
4) Intex S.A.
5) Klopman International Srl
6) Klopman India Private Limited
Further Klopman India Private Limited is having one subsidiary Company namely KlopmanTextile Private Limited
There has been no material change in the nature of the business of the subsidiaries. Astatement containing brief financial details of the subsidiaries is included in the AnnualReport.
As required under the Listing Agreements entered into with the Stock Exchanges aconsolidated financial statement of the Company and its subsidiaries is attached. Theconsolidated financial statements have been prepared in accordance with the relevantaccounting standards as prescribed under Section 211(3C) of the Act. These financialstatements disclose the assets liabilities income expenses and other details of theCompany and its subsidiaries.
In accordance with the General Circular issued by the Ministry of Corporate AffairsGovernment of India the Balance Sheet Statement of Profit and Loss and other documentsof the subsidiary companies are not being attached with the Balance Sheet of the Company.However the financial information of the subsidiary companies is disclosed in the AnnualReport in compliance with the said circular. The Company will provide a cop of separateannual accounts in respect of each of its subsidiary to any shareholder of the Company whoasks for it and the said annual accounts will also be kept open for inspection at theRegistered Office of the Company.
DEMATERIALISATION OF SHARES:
The trading in equity shares of the company is permitted only in dematerialised form. Atotal of 85.79% shares are held in dematerialised form with NSDL and CDSL as on 31stMarch 2014.
In terms of the Articles of Association of the Company Mr. Mukul S. Kasliwal Directorretire at the ensuing Annual General Meeting and being eligible offer themselves forre-appointment.
According to New Companies Act 2013 the Company is appointing Mr. Y. R. Shah and Mr.G. Banerjee Independent Directors for the period of five years. The Company has receiveddeclarations from all the Independent Directors of the Company confirming that they meetwith the criteria of independence as prescribed both under sub-section (6) of Section 149of the Companies Act 2013 and under Clause 49 of the Listing Agreement with the StockExchanges.
Mr. P. S. Shenoy has resigned from the Board of the Company w.e.f. June 17 2014
Mr. N. Ramakrishnan has resigned from the Board of the Company w.e.f. August 14 2014
In accordance with Section 177 of the Companies Act 2013 and Clause 49 of the ListingAgreement the Company has constituted the Audit committee which currently consists of Mr.G. Banerjee (Chairman of Audit Committee) Mr. Y. R. Shah and Mr. M. Hudli(Members).
AUDITORS AND AUDITORS REPORT:
M/s Shyam Malpani & Associates Chartered Accountants Statutory Auditor of theCompany hold office till the conclusion of the ensuing Annual General Meeting and areeligible for re-appointment.
The Company has received letter from M/s Shyam Malpani & Associates to the effectthat their re-appointment if made would be within the prescribed limits under Section141(3)(g) of the Companies Act 2013 and that they are not disqualified forre-appointment.
The Notes on Financial Statements referred to in the Auditors Report are self explanatory and do not call for any comments
The Company has not accepted any Deposits and such no amount on account of principalor interest on public deposits was outstanding as on the date of balance sheet.
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The Company has alsoimplemented several best corporate governance practices.
The Report on corporate governance as stipulated under Clause 49 of the ListingAgreement forms part of the Annual Report. The requisite certificate from the Auditors ofthe Company confirming compliance with the conditions of corporate governance asstipulated under the aforesaid Clause 49 is attached to the Report on CorporateGovernance.
DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act 2013 with respect to DirectorsResponsibility Statement it is hereby confirmed that:
i) In the preparation of the Annual Accounts for the Financial Year ended 31st March2014 the applicable accounting standards read with requirement set out under Schedule VIto the Companies Act 1956 have been followed and there are no material departures fromthe same..
ii) The Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give true andfair view of the State of Affairs of the Company at the end of the financial year 31stMarch 2014 and of the profit/loss of the Company for that period.
iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing / detecting fraud and other irregularities
iv) The Directors have prepared the annual accounts of the Company on a goingconcern basis; and
v) The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively
vi) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
The Company has appointed M/s. Roy Jacob & Co Practicing Company Secretary toconduct Reconciliation of Share Capital Audit of the Company. The Audit is carried outevery quarter and the report thereon is placed before the Board of Directors &thereafter is submitted to Stock Exchanges.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:CONSERVATION OF ENERGY:
The scope for conservation of energy is limited in the type of industry in which yourCompany is engaged. However the Company continues to accord high priority to conservationof energy by opting for more power effective replacements of equipments and electricalinstallations.
Every effort is made by the company to update the technological skills of its technicalstaff in order to ensure that they possess adequate skills to enable them to serve theCompanys clients.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The relevant information in respect of the foreign exchange earnings and outgo has beengiven in the Notes forming part of the Accounts for the year ended on 31st March 2014.
PARTICULARS OF EMPLOYEES:
In terms of provisions of Section 217(2A) of the Companies Act 1956 read with theCompanies (Particulars of Employees) Rules 1975 as amended the Company has no employeeswho were in receipt of the remuneration of Rs.. 6000000/- or more per annum during theyear ended 31st March 2014 or Rs. 500000/- or more per month during any partof the said year.
Your Directors place on record their sincere appreciation for the co-operation andassistance received from the Customers Bankers Regulatory bodies Stakeholders includingfinancial Institutions and other business associates who have extended their valuablesustained support and encouragement during the year under review.
| ||For and on behalf of the Board of Directors |
| ||Sd/- |
| ||Mukul Kasliwal |
| ||Chairman |
|Place: Mumbai || |
|Date : August 14 2014 || |