NIRYAT-SAM APPARELS (INDIA) LIMITED
ANNUAL REPORT 2007-2008
Your Directors have pleasure in submitting hereunder, their 14th Annual
Report together with Audited Accounts of the Company for the year ended
31st March 2008.
1. FINANCIAL RESULTS:
During the year 2007-2008 the Company has achieved a turnover of Rs.205.82
Lakhs and earned a profit of Rs.135.00 Lakhs. The accumulated losses of the
company upto the end of this financial year are Rs.2233.77 Lakhs. The
revenues of the company during the year are mainly from leasing out of
immovable properties, some trading activities in apparels have also taken
place during the year. This is the Third full year during which the
immovable properties of the company have been given on lease. In order to
meet the fixed cost and to generate funds for day to day working, in the
earlier years the leasing out of the properties became inevitable and the
profit derived during the year is mainly on this account.
The company has Cumulative Redeemable Preference Shares of Rs.2500 lakhs,
after the extension of their initial period of redemption now these are due
for redemption in the year 2010. Further, due to bad financial position of
the company, it was not in a position to pay preference dividend on these
shares, however the preference shareholders have waived preference dividend
payable on the same.
2. LISTING OF SHARES:
Initially the equity shares of the Company were listed with Delhi, Mumbai,
Kolkata, Ahmedabad and Jaipur Stock Exchanges. in terms of Guidelines for
Delisting issued in 2003; the shareholders in the previous years decided to
delist shares from all Stock Exchange. Accordingly, the board of directors
filed application for delisting with stock exchanges except Mumbai Stock
Exchange. Delhi, Ahmedabad & Jaipur Stock Exchanges have already delisted
company's shares from their stock exchanges in earlier years. However,
inspite of completing all procedures Kolkata Stock Exchange is yet to
confirm delisting of shares. In respect of delisting of shares from Mumbai
stock exchange suitable steps as and when found appropriate will be taken
in accordance with the applicable Delisting Guidelines. The Company has
already paid lasting fee due to the Mumbai stock exchange for the financial
All the properties and insurable interests of the company including
Building, Plant and Machinery, Stocks etc., are adequately insured.
4. BOARD OF DIRECTORS:
The board of directors of the company comprises of the following:
i) Shri S.K.Jain, Managing Director
ii) Shri V P Mittal, Director
iii) Shri R.S.Agarwal, Director
iv) Smt. Shrija Jain, Director
Shri VP.Mittal, director of the Company is retiring by rotation at the
forthcoming Annual General Meeting of the Company and is eligible for re-
M/s Shanti Prashad & Co., Chartered Accountants are the auditors of the
company for FY 2007-08 and they are retiring at the ensuing Annual General
Meeting of the Company and being eligible, offer themselves for re-
appointment. It is proposed to appoint them as auditor of the company. The
requisite certificate under Section 224 of the Companies Act, 1956 has been
received from them.
6. AUDIT COMMITTEE:
The membership of the Audit Committee is as under:
i) Shri VP Mittal, Director
ii) Shri R.S. Agarwal, Director
iii) Smt. Shrija Jain, Director
7. DIRECTOR'S STATEMENT:
In pursuance of Section 217 2(AA) of the Companies Act, 1956 the directors
hereby confirm the following:
i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed;
ii) That they have selected such accounting policies and applied them
consistently and made judgment and estimates that are reasonable and
prudent so as to give true and fair view of the state of affairs of the
company at the end of the financial year and of the profit or loss of the
company for that period;
iii) That they have 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 f,rr
preventing and detecting fraud and other irregularities; and
iv) That they have prepared the annual accounts on a going concern basis.
Your Company places on record its appreciation to its Bankers and Financial
Institutions for their timely assistance and co-operation.
9. PARTICULARS OF EMPLOYEES:
There were no employee drawing remuneration equivalent to or exceeding the
amount prescribed under Section 217(2A) of the Companies Act, 1956 read
with Companies (Particulars of Employees) Rules, 1975.
10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information in accordance with the provisions of Section 217(i)(e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988, regarding conservation of
energy, technology absorption and foreign exchange earning and outgo are
given in Annexure to Directors report.
11. PERSONAL RELATION
Your directors place on record their appreciation for the dedicated
services rendered by the work force of the Company.
By order of the Board
For NIRYAT SAM APPARELS (INDIA) LTD.
Place : New Delhi (S.K. Jain)
Dated : 07-06-2008 Chairman
ANNEXURE TO DIRECTORS REPORT
FORM - A
PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY
The following measures have resulted in conservation & efficient
utilization of energy:
i. Regular preventive maintenance of the available systems & equipment with
the company; and
ii. Switching off electrical load when not required.
PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION
In the past, the company had acquired technology from its collaborator,
however, due to suspension of manufacturing operations and giving on lease
the available immovable properties the technology available is not being
FOREIGN EXCHANGE EARNINGS AND OUTGO:
1. Foreign Exchange earning : Rs. NIL
2. Foreign Exchange outgo : Rs. NIL
MANAGEMENT DISCUSSION AND ANALYSIS
1. Industry Scenario & Financial Performance:
The company is in the industry of apparels which sector has not done fairly
well in the previous year. However, due to continuing losses incurred in
the earlier years the manufacturing activities were suspended & plant &
machinery were sold. In order to meet fixed expenses and reduce losses, the
immovable properties available have been leased out. Therefore, the revenue
of the company now are mainly from leasing out of the immovable properties.
Long Term Fund Management:
The company prepaid all its high cost long-term loans during earlier years.
The prepayment was done by raising funds through the issue of Cummulative
Redeemable Preference Shares. It is now a debt free company and has no
major outside liabilities outstanding. Inspite of all this, the company is
not in a position to pay dividend on its Cumulative Redeemable Preference
Shares. Looking into the financial conditions of the company, these
shareholders have decided to extend the period of redemption of these
shares and have also agreed to waive the dividend due on the same till now.
3. Company's Performance:
During the year the company has achieved a turnover of Rs.205.82 lakhs and
has earned a net profit of Rs.135.00 lakhs, this turnover and profit is
mainly from leasing of immovable properties of the company. However, the
accumulated losses at the close of the financial year stand at Rs.2233.77
lakhs. A brief description about company's Assets and Liabilities is as
a) Share Capital
The authorized share capital of the company is Rs.3500 lakhs divided into
equity share capital of Rs.1000 lakhs and cumulative redeemable preference
shares capital of Rs.2500 lakhs. The paid up share capital of the company
comprises of Rs.777.06 lakhs of equity shares capital, Rs.2500 lakhs of
cumulative redeemable preference share capital and Rs.9.51 lakhs of amount
forfeited on account of non payment of amount due on allotment/calls by the
equity shareholders. The share capital is in the form of equity shares
having a face value of Rs 10/- per share and cumulative redeemable
preference shares have a face value of Rs.100/-.
In an earlier years, Shri. Subodh Kumar ,lain, Managing Director has
informed that he has acquired 67,04,400 equity shares (51,48,200 equity
shares from M/s INOX leasing & finance Ltd., holding company & 15,56,200
equity shares from M/s Gujrat Fluorochemicals Ltd.) of the company. After
compliance of all provision of law including provision of SEBI's
Substantial Acquisition and Takeover Regulation, 1997 during 2006-07 these
shares have been transferred in favor of Shri S.K.Jain, Managing Director
of the company.
b) Secured Loans & unsecured loans
All the loans taken by the company from the financial Institutions and
Banks have already been repaid/prepaid. Therefore, there are no secured
loans as on 31.03.2008.
The unsecured loan consists of Rs. Nll lakhs has been fully repaid during
c) Fixed Assets
(Rs. in lakhs)
Year Ended March 31 2008 2007 %age change
Original cost of Assets 1,072.58 1,075.65 (0.28)
Less Accumulated Depreciation 300.95 266.56 12.90
Net Fixed Assets 771.63 809.09 (4.62)
The decrease in the fixed assets is minor which is due to sale of old car
The inventory as at 31st March 2008 was Rs.0.23 lakhs, which was Rs.1.01
lakhs at the end of previous year. As there are hardly any operations
except some trading activities the inventory level is negligible.
e) Sundry Debtors
The total sundry debtors as on 31st March 2008 are NIL (previous year NIL).
f) Cash and Bank Balances
The cash and bank balance at the close of the accounting year is Rs. 46.35
lakhs (previous year Rs.13.09 lakhs).
g) Loans and Advances:
The loans and advances at the close of the year are Rs. 113.54 lakhs
(previous year Rs.98.88 lakhs), it is the amount paid to NOIDA, UPSEB, &
Tax deducted by HCL,.etc.
h) Income & loss incurred:
During the year the turnover of the company is Rs.205.82 Lakhs (previous
year Rs.181.24 lakhs). The net Profit to the company during FY 2007-08 is
Rs. 135.00 lakhs (previous year Rs.89.86 lakhs)
4. Internal control systems and their adequacy:
The Company has proper and adequate systems of internal controls in order
to ensure that all assets are safeguarded against loss from un-authorized
use or disposition and that all transactions are authorised, recorded and
reported correctly. Management continuously reviews the internal control
systems and procedures to ensure orderly and efficient conduct of business.
The review includes adherence to the management policies, safeguarding the
assets of the Company and ensuring preparation of timely and accurate
We do not expect significant revival & any material pick up in the
Company's performance. Having said that, we will strive to develop new
products, enter new business segment and will take initiatives to improve
the performance of the company. Our outlook for growth in the Company's
performance is cautious & conservative.
6. Risks & Concerns:
The financial performance of the company has been a matter of concern for
the board. The leasing out of immovable properties has reduced continuous
accumulation of losses over the years. There is .not much risk involved in
this stream of income, however all efforts are being made, including
looking for other business alternatives so as to safeguard the interest of
shareholders in the best possible manner.
7. Cautionary Statement:
Statements in this report on Management's Discussion and Analysis
describing the Company's objectives, projections, estimates, expectations
or predictions may be forward looking statements within the meaning of
applicable laws or regulations. These statements are based on certain
assumptions and expectations of future events. Actual results could however
differ materially from those expressed or implied. Important factors that
could make a difference to the Company's working include changes in
Government regulations and tax structure, economic developments within
India and other factors such as litigation and industrial relations, etc.
The Company assumes no responsibility in respect of forward looking
statements herein which may undergo changes in future on the basis of
subsequent developments, information or events.
For and on Behalf of the Board of Director
Place: New Delhi (S.K. Join)
Date : 07-06-2008 Chairman