DIRECTOR
To,
The Members
Arvind International Ltd.
Dear Members
Your Directors have the pleasure in presenting the 22nd Annual Report on the business
and operations of your Company, together with the Audited Financial Statements for the
year ended March 3 1,2013.
FINANCIAL PERFORMANCE
The performance of the Company, on standalone basis, for the financial year ended March
31, 2013 is summarized as below:
| Particulars |
(Rs. in Thousands) |
|
Year Ended |
|
31.03.2013 |
31.03.2012 |
| Turnover/ Income from Operations |
132342 |
785541 |
| Other Income |
1131 |
7708 |
| Total Income |
133473 |
793249 |
| Less: Expenditure |
154017 |
756673 |
| Less: Depreciation |
5538 |
5042 |
| Less: Interest |
6975 |
18572 |
| Profit/ (Loss) Before Tax |
(33057) |
12962 |
| Less: Provision for Tax (Incl. FBT) |
0 |
2900 |
| Profit/ (Loss) before Deferred Tax Adjustments |
(33057) |
10062 |
| (Add)/Less: Deferred Tax |
25 |
921 |
| Profit/ (Loss)After Taxation |
(33082) |
9141 |
| Prior Period Adjustments |
0 |
(5280) |
| Extraordinary items |
0 |
0.00 |
| Profit/ (Loss) after Extraordinary items |
(33082) |
3861 |
| Profit/(Loss) brought forward from previous year |
(17145) |
(21007) |
| Balance Carried over to Balance Sheet |
(50227) |
(17145) |
DIVIDEND
The Board of Directors did not recommend any dividend for the year under review.
PUBLIC DEPOSITS
The Company has not accepted any Deposit within the meaning of Section 58A of the
Companies Act, 1956.
DIRECTORS
In accordance with the provisions of Section 255, 256 of the Companies Act, 1956 and
the Articles of Association of the Company, Mr.Bajrang Agarwal retires by rotation at the
ensuing Annual General Meeting and being eligible offers themselves for re-appointment.
The Board recommends their reappointment. None of the Directors of the Company are
disqualified for being appointed as Directors as specified in Sec. 274( 1 )(g) of the
Companies Act, 1956.
A brief resume of expertise and details of other directorships of appointed/reappointed
Directors is attached along with Notice of the ensuing Annual General Meeting.
DIRECTORSRESPONSIBILITY STATEMENT
In terms of section 217(2AA) read with section 292A of the Companies Act, 1956, we the
Directors of Arvind International Limited, state in respect of financial year 2012-13
that:
i) in the preparation of annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
ii) the directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and paident so as to give a true and
fair view of the state of the affairs of the Company as at 31st March 2013 and of the
profit of the Company for the year ended on that date,
iii) the directors 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 irregularities;
iv) the directors have prepared the annual accounts on a going concern basis.
AUDITORS
M/s. N.C. Banerjee & Co., Chartered Accountants the Auditors of the Company retire
at the end of the ensuing Annual general meeting and are eligible for re-appointment. The
Company has received the Certificate from them that their re-appointment, if made, would
be within the limits prescribed u/s 224( 1B) of the Companies Act, 1956.
The Board recommends their Re-appointment.
AUDITORS REPORT
The Notes to the Accounts which to be read with the Auditors Report are self
explanatory and therefore do not call for any further clarifications under section 217(3)
of the Companies Act, 1956.
PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE
EARNING AND OUTGO
The information related to conservation of energy, as required under section 217(l)(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
Disclosure about particulars of employees in relation to sub section (2A) of section
217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975, and forming part of Directors report for the year ended March 3 1,2013 is not
applicable to this company as there was no employee drawing remuneration in excess of
Prescribed in this regard.
CASH FLOW STATEMENT
As required under Clause 32 of the Listing Agreement with the Stock Exchanges in India,
a Cash Flow Statement, as prepared in accordance with the Accounting Standard on Cash Flow
Statement (AS-3) issued by the Institute of Chartered Accountant of India, is given along
with Balance Sheet and Profit and Loss Account.
LISTING
The Securities of your Company are listed at Bombay Stock Exchange Limited and Calcutta
Stock Exchange Limited. The Company has paid the Annual Listing Fees to both the Stock
Exchanges up to date and has been generally regular in complying with the provisions of
the Listing Agreements.
INFORMATION TECHNOLOGY
Your Company believes that Information Technology is the backbone of any industry in
todays business world. The Company has taken it as a tool to improve productivity,
efficiency and reliability. As such, a Customized ERP Module called "IN SYNC"
has already been developed & substantially implemented at manufacturing facilities and
offices of the Company, the full effects of which have started coming.
CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE
As required under Clause 49 of the Listing Agreement with the Stock Exchanges,
Corporate Governance Report forms a part of this Annual Report. The Company is in full
compliance with the requirements and disclosures that has to be made in this regard.
A Certificate from the Statutory Auditors of the Company confirming compliance of the
Corporate Governance is appended to this Report on Corporate Governance.
INDUSTRIAL RELATIONS
Arvind International Ltd. believes in building teams across the business and functions
with the aim to share knowledge and experience. Cross functional team work with clear
objectives to solve the issues and create value for the Company. The Company fosters to
open dialogue among the employees with the belief that the people, who communicate
continuously and openly, build trust and mutual respect.
ACKNOWLEDGEMENT
The Directors would like to express their appreciation for the assistance and
co-operation received from the, Banks and Government Authorities.
The Directors are also thankful to the Shareholders for their continued support to the
Company.
The Company maintained healthy, cordial and harmonious industrial relations at all
level. Despite competition, the enthusiasm and unstinting efforts of the employees have
enabled the Company to remain at the fore- front of the industry.
Your Company continued to receive co-operation & unstinted support from the
distributors, retailers, stockists, suppliers and others associated with the Company as
its trading partners. The Directors wish to place on record their appreciation for the
same and your company will continue in its endeavour to build and nurture strong links
with trade, based on mutuality, respect and cooperation with each other and consistent
with consumers interests.
For and on Behalf of the Board of Directors
| Place: Kolkata |
Arvind Bajoria |
| Dated: 30.05.13 |
Director Managing |
ANNEXURE TO DIRECTORS REPORT
Information under section 217(1)(e) of the Companies Act, ]956 read with Companies
(Disclosure of particulars in the Report of Board of Directors) Rules, 1988 and forming
part of the Directors Report for the year ended 31st March, 2013.
A. CONSERVATION OF ENERGY
(a) Energy Con- rvation measures taken: The Company is making continuous efforts to
improve energy efficiency by close monitoring of additional parameters resulting in
general improvement in energy consumption across business.
(b) The manufacturing units of the Company are well planned and adequately equipped for
ensuring optimum energy utilization.
(c) Additional investments and proposals are being implemented for reduction of
consumption of energy. The efforts to conserve energy on other areas are in progress.
(d) Impact of above measures: More efficient utilization of power & reduction in
energy consumption.
(e) Total energy consumption and energy consumption per unit of production: As per Form
A annexed
B. TECHNOLOGYABSORPTION
(a) Efforts made intechnology absorption: As per Form B annexed.
C. FOREIGNEXCHANGEEARNINGANDOUTGO
(a) Total foreign exchange earned and used:
(Rs. In Thousand)
|
Current Year |
Previous year |
|
(2012-13) |
(2011-12) |
| Total foreign exchange earnings |
NIL |
NIL |
| Total foreign exchange outgo |
NIL |
NIL |
| Total Value of Import |
NIL |
12576 |
FORMA
FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSUMPTION OF ENERGY
| PARTICULARS |
Current Year |
PreviousYear |
|
(2012-13) |
(2011-12) |
| A. POWERANDFUELCONSUMPTION |
|
|
| 1. ELECTRICIT Y |
|
|
| (a) Purchased - Unit (in thousand) |
97.20 |
162.53 |
| -Total Amount (Rs. Inthousand) |
69.71 |
914.25 |
| - Rat e (Rs./ Unit) |
7.17 |
5.63 |
| (b) Own Generation - Cost (Rs./ Unit) |
2.63 |
9.33 |
| B. CONSUMPTION PER UNIT OF PRODUCTION ELECTRICITY (UNIT/ KG) |
|
|
| -PRODUCT |
|
|
| -P.U.Foam |
1.16 |
0.17 |
FORMB:
FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO ABSORPTION, RESEARCH AND DEVELOPMENT
(R & D)
The future course of action for carrying out research & development will be as
under:
1. SPECIFICAREAS IN WHICH R & D PROPOSED TO BE CARRIED OUT BY
COMPANY:
The R & D activities of the company have been directed towards improvement in the
existing product range as well as to develop new products. Continuous efforts have been
made to achieve the above.
2. BENEFITS DERIVED:
With the introduction of R & D activities, the Company has been able to improve the
quality of its products, reduce the cost and has improved environmental conditions.
3. FUTURE PLAN OF ACTION:
With the object of attainment of better future and growth, new products will be
developed and launched.
4. EXPENDITURE ON R&D :
| (a) Capital (if any) |
|
|
| (b) Total R & D Expenditure as a |
|
|
| Percentage of total turnover |
: |
N.A. |
TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION
1. EFFORTS MADE:
Continuous efforts are made for improvement in the existing production process and
products.
2. BENEFITS:
The Company has been able to improve the quality of its products.
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