Hanjer Fibres Ltd Directors Report.

HANJER FIBRES LIMITED ANNUAL REPORT 2011-2012 DIRECTORS REPORT Dear Members, Your Directors have pleasure in presenting the Twenty First Annual Report together with the Audited Accounts for the year ended 31st March 2012. 1. FINANCIAL RESULTS (Rs. in Lacs) 2011-2012 2010-11 Sales & Other Income 0.18 6.15 Loss Before Depreciation & Tax -56.93 -99.84 Depreciation 139.02 139.02 Loss before Current Tax -195.95 -238.86 Prior year adjustments 0.24 0.00 Provision for Current Tax 0.00 0.00 Loss after Tax -195.71 -238.86 Proivison for Deferred Tax 0.00 0.00 Net Loss -195.71 -238.86 Balance of Profit of Previous Yea- -2668.90 -2430.04 Balance -2864.61 -2668.90 APPROPRIATIONS Surplus to Balance Sheet -2864.61 -2668.90 2. OPERATIONS During the year under review Companys plant remained closed due to non viability of the Unit. The Company has not done any business activities (Last year turnover Rs.NIL). The Company has incurred loss of Rs 195.71 lacs after providing for tax as against loss of Rs. 238.86 lacs in the previous year. 3. DIVIDEND In view of the losses your Directors are unable to recommend any dividend for the year ended 31st March, 2012. 4. FIXED DEPOSITS The Company has not accepted any Public Deposit during the year nor there any deposit outstanding for repayment. 5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION The information as required under Section 2l7(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Directors) Rules, 1988 is given in the Annexure to the Report. 6. DIRECTORS Shri Gajanan Salunke Director retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment 7. DIRECTORS RESPONSIBILITY STATEMENT Your Directors state a. that in the preparation of the annual accounts for the year ended 31.03.2012, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. that while preparing the annual accounts the policies selected are consistent and the judgments and estimates applied 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 and of the financial results of the company for the year ended on 31-03-2012. c. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. that the directors had prepared the annual accounts for the year ended on 31.03.2012 on a going concern basis. 8. LISTING ON STOCK EXCHANGE Due to non-compliance with the provisions of the Listing Agreement by the Company trading in equity shares of the Company suspended by Bombay Stock Exchange w.e.f. 19/12/201 I. and after compliance of all requirements, Company has received In-Principle Approval for revocation of suspension in trading of equity shares of the Company. The Companys Shares are listed with the Mumbai Stock Exchange, Ahmedabad Stock Exchange, Vadodara Stock Exchange and Delhi Stock Exchange. 9. CORPORATE GOVERNANCE Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a compliance report on the Corporate Governance forms part of the Annual Report along with Auditors Certificate on its compliance. 10. MANAGEMENT DISCUSSION AND ANALYSIS Overview The Companys plants remained closed during the year under review due to non viability of the unit. The Company has not done any trading activities during the year under review. Business of the Company During the year Company has not done any business activity. However, the Company is mainly engaged in the business of manufacturing Coarse Count Cotton Yarn and The Company has presently discontinued its business activities due to non viability of the unit. Industry Structure and Developments India has the unique distinction of possessing all possible varieties of cotton. India is able to offer a wide variety of cotton textiles since she is, perhaps, the producer of largest range of cottons in the world. Besides being one of the four biggest producers of raw cotton in the World. In between, there are all staple lengths and micromere values. And of course India has consumers with all kinds of incomes. The production of raw cotton in India has grown steadily. Over the years. However due to export of raw cotton post WTO 2005 the present product mix is unviable. Business Outlook The product mix became a major problem as due to exports of short and medium staple cotton leading to major competition from China due to which the end products made out of short and medium staple cotton fibre became highly competitive in price hence unviable. Hence, turnaround can be expected only after forward integration and modification of product mix. Risks and Concerns The Companys expectations and estimates may vary and the same are dependent on factors like monsoons, general economical conditions, terrorists attacks etc. affecting market sentiments in addition, the government policies and tax implications. Audit Committee & Internal Control System The Audit Committee appointed under the Board of Directors reviews the adequacy and effectiveness of the internal control systems and suggests improvement for strengthening them, from time to time. The company has instituted adequate internal control procedure commensurate with the nature of its business size of its operations. Regular internal Audits and checks ensure that responsibilities are executed effectively. Human Resources The Companys industrial relations were cordial. Cautionary Statement Estimates and expectations stated in this Management Discussion and Analysis may be forward-looking statement within the meaning of applicable securities, laws and regulations. Actual results could differ materially from those expressed or implied. 11. PARTICULARS OF EMPLOYEES: During the year under review there was no employee in respect of whom disclosure is required to be made as per provisions of Section 2I7(2A>> of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975. 12. AUDITORS REPORT: The Notes to the Accounts referred to in the Auditors Report are self explanatory and need no further explanation. 13. AUDITORS: The Auditors M/s. S.M. Bhat & Associates, Chartered Accountants, retire at the conclusion of this Annual General Meeting. M/s. S.M. Bhat & Associates, Chartered Accountants have informed the Company that, if appointed, their appointment will be within the prescribed limits under Section 224(1B) of the Companies Act, 1956. Accordingly, the Shareholders approval is being sought to their appointment as the Auditors of the Company at the Annual General Meeting. 14. ACKNOWLEDGEMENT: Your Directors take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and spirit of dedication shown by the employees of the Company during the year under review. The Directors also take this opportunity to express their sincere thanks for the assistance, co-operation and support extended to your company by the bankers and financial institutions. By Order of the Board Dr. Mohd. Irfan Furniturewala Chairman & Managing Director Mumbai, date: 31st May, 2012 Registered Office: 335, Shalimar House, Grant Road, Mumbai 400 007 ANNEXURE TO DIRECTORS REPORT Information under Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, and forming part of the Directors Report. FORM A I. Conservation of Energy: (a) Energy conservation measures taken: The Companys unit is closed however suitable measures had been taken in past to conservation of energy. (b) Power and Fuel Consumption. Current Year Last Year 1. Electricity: a. Purchase Unit Total Amount Rs.506,601 Rs.486.030 Rate/Unit b. Own Generation: N.A. N.A. Through Diesel Generator Unit Units per Ltr. of Diesel oil Cost/Unit (Ave.) 2. Coal: N.A. N.A. Quantity (Tons) Average Rate 3. Gas: Quantity (K.Ltr.) Nil NIL Total Amount NIL NIL Average Rate 4. Diesel Qty(Ltr) NIL NIL Total Amount NIL NIL Average Rate Consumption per unit of production: Electricity (Unit) N.A. N.A. Coal (M. Ton) N.A. N.A. Furnace Oil (K.Ltr.) N.A. N.A. Diesel (K.Ltr.) N.A. N.A. FORM B Disclosure of particulars with respect to Technology Absorption, Research and Development ( R & D) a) Research & Development (R&D) 1. Specific Areas in which R&D carried out by the Company: The Company is carrying out continuous R&D activities for improving qualities of various counts to make Companys product mix viable. 2. Benefits derived as a result of R & D: The proposal for modification, up gradation and forward integration are under preparation for revival of the Company by improving its viability. 3. Future plan of action: Quality Control on purchase of Raw Material and to continue to pursue R&D work for specialized counts to improve viability. 4. Expenditure on R & D: Expenditure incurred are charged under primary heads of accounts and not allocated separately. b) Technology Absorption, Adaptation & Innovation: 1. Efforts in brief made towards technology absorption, adaptation & innovation: Technology absorption is not involved as the process for the manufacture of different counts is being developed by the Company itself. 2. Benefits derived as a result of the above efforts : Benefits are being enjoyed by company in following forms. 1. Introduction of new quality counts product. 2. Improvement in existing products. 3. Cost reduction. 4. Improvement in quality. FORM C Foreign Exchange Earning & Outgo: a) Foreign Exchange Earned through Direct exports : NIL Deemed exports : NIL b) Foreign Exchange Outgo i) on import of Raw Material : NIL on imports of Capital Goods : NIL on import of Spare Parts : NIL on expenditure : NIL By Order of the Board Dr. Mohd. Irfan Furniturewala Chairman & Managing Director Registered Office: 335, Shalimar House, Grant Road, Mumbai - 400 007 Dated: 31st May, 2012