Your Directors have pleasure in presenting the Twenty Third Annual Report of your
Company alongwith the audited Statement of Accounts for the financial year ended on March
The highlights of the financial results for the year 2007-08 are as follows :
||Rs. in Lacs
||Year Ended 31.03.2008
||Year Ended 31.03.2007
|Sales & Other Income
|Gross Profit before Interest, depreciation & Tax
|Less: Interest &Finance Charges
|Gross Profit after Interest but before Depreciation and Taxation
|Less : Depreciation
|Profit before tax
|Provision for Taxation
|Provision for Fringe Benefit Tax
|Income Tax for earlier year
|Provision for Deferred Tax
|Profit after Tax
|Surplus brought forward
|Transfer to General Reserve
|Transfer to Debenture Redemption Reserve
|Tax on Proposed Dividend
|Balance carried to Balance Sheeg
The Company has achieved a growth of 17% in Sales & Income from Operations during
the year under review over the previous year. The Sales & Income from Operations
including other income during the year under review were Rs. 35179.42 lacs as against Rs.
30096 56 lacs in the previous year Your Company has also achieved a growth of 18% in Gross
Profit before Interest, Depreciation and Tax & Profit after Tax respectively during
the period under review over the previous year The Gross Profit before Interest,
Depreciation and Tax during the year under review is Rs 2958.13 Lacs as compared to Rs.
2499 51 lacs in the previous year. The Profit after Tax for the year under review is Rs.
1161.60 lacs as against Rs. 977.11 lacs in the previous year.
Your Company has Wholly Owned Subsidiaries M/s Euro Fashion Inners International
Private Ltd, (which is engaged in selling hosiery products under the brand name
"EURO") and Rupa Reality Limited. The products sold under the "EURO"
brand are premium products designed for the taste of upper-class consumers The subsidiary
"Euro Fashion Inners International Private Ltd," achieved turnover of Rs 2687.48
lacs during the year under review
Considering the financial performance of your Company during the FY 2007-08 and with a
view to meet the twin objectives of rewarding shareholders adequately and retaining
resources to meet your Company's business requirements, your Directors are pleased to
recommend a dividend of Rs. 3.5 /- per share 35% for the FY 2007-08 (previous year 35%).
The outflow on account of the equity dividend would be Rs. 88187 51 lacs including tax on
Your Company has not accepted any deposit within the meaning of Section 58A of the
Companies Act, 1956 and the rules made thereunder.
The notes to the accounts referred to in the Auditors' Report are self-explanatory and,
therefore, do not call for any further comments.
Shri S.K.Khaitan and Shri R.S Agarwal retire by rotation at the ensuing Annual General
Meeting and being eligible, have offered themselves for re-appointment
i) Management Discussion and Analysis ;
ii) Corporate Governance Report ;
iii) Auditors' Certificate regarding compliance of conditions of Corporate Governance
iv) Declaration duly signed by Mr K.B Agarwala Managing Director to the effect that all
Board Members and Senior Management Personnel of the company have affirmed compliance with
the code of conduct as laid down by the Company.
The Auditors M/s. K. Agrawal & Co. Chartered Accountants retire at the ensuing
Annual General Meeting and being eligible, offer themselves for re-appointment.
Pursuant to Section 217 (2AA) of the Companies Act, 1956, Your Directors state that
(a) In the preparation of the Annual Accounts, the applicable accounting standards have
been followed and that there are no material departures ;
(b) They have selected such accounting policies and applied them consistently and made
judgements and estimates that are reasonable and prudent so as to give a true and fair
view of the State of Affairs of the Company at the end of the financial year 2007 - 2008,
and of the profit of the Company for that period ,
(c) 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 for preventing and detecting fraud and other
(d) The Annual Accounts have been prepared on a going concern basis.
Remuneration of Chairman is given under Corporate Governance Report. Except Chairman
none of the employees of the Company, was in receipt of remuneration which requires
disclosures under Section 217(2A) of the Companies Act, 1956 and the Rules made therein.
ENERGY CONSERVATION,TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
As required under Section 217(1)(e) of the Companies Act,1956 and the Rules made
therein, the concerned details relating to energy conservation, technology absorption,
foreign exchange earnings and outgo are given in Annexure - I attached hereto which forms
part of this Directors' Report.
PARTICULARS REQUIRED AS PER LISTING AGREEMENT WITH STOCK EXCHANGE
A statement containing necessary information as required under the Listing Agreements
with the Stock Exchanges, is annexed hereto as Annexure 'II'.
Your Directors express their deep and sincere appreciation for the continued
cooperation and support extended to the Company by the Government authorities, Company's
Bankers, Financial Institutions, vendors, customers and shareholders during the year under
review. Your Directors also express and convey their warm appreciation to all employees
for their diligence and contribution to the growth of the Company.
||For and on behalf of the board of Directors
||P. R. AGARWALA
|Place : Kolkata
|Dated : the 25th day of June, 2008
ANNEXURE - I TO THE DIRECTORS' REPORT
Information as required under Section 217(1)(e) read with Companies (Disclosure of
Particulars in respect of Board of Directors) Rules,1988
Energy Conservation and Technology Absorption
Research and Development is being carried out by the Company in the areas of product
design & marketing.Due to continuous efforts and development,products of your Company
enjoy premium position in the market. Other provisions of Section 217(1)(e) of the Company
Act,1956 with regards to conservation of energy & technology absorption are not
applicable to your Company.
|Foreign Exchange Earnings & Outgo
||(Rs. in Lacs)
|Foreign Exchange Earning
|Foreign Exchange Outgo
ANNEXURE - II TO THE DIRECTORS' REPORT
The Securities of the Company are listed in the Stock Exchanges as stated below and the
annual listing fees have been paid to each of the Exchange:
|The Calcutta Stock Exchange
||Jaipur Stock Exchange Ltd
||Stock Exchange Building
|7, Lyons Range
||Jawaharlal Nehru Marg
|Kolkata - 700 001
||Malvia Nagar,Jaipur - 302 017