ideal carpets ltd Directors report

DIRECTORS REPORT

Dear Shareholders,

We are privileged to placed before you 21st Annual Reports of your company together with the Corporate Governance Report. Management Discussion & Analysis, and Audited Financial Accounts for the Financial Year ended on 31st March 2012:

FINANCIAL RESULTS

Your Companys performance during the year as compared with the previous year is summarized as below:

		(Amount in Rupees)
Particulars	2011-2012	2010-2011
Income
Sales Export	34,542,894.00	43,571,011.00
Sales Local	41,971,226.00	17,959,221.34
Job Charges	8,042,155.00	10,201,973.00
Other Income	3,878,747.93	872,202.07
Total	88,435,022.93	72,604,407.41
Profit before Depreciation & Interest	8,461,071.11	8,703,757.36
Less: Depreciation	2,190,769.00	2,174,666.00
Interest	5,668,647.65	6,111,342.49
Profit/(Loss) before Tax	601,654.46	417,748.87
Less: Provision for tax	258,951.00	280,285.00
Profit/(Loss) after Tax	342,703.46	137,463.87
Add: Exchange Reserve Adjusted	-	-
Less: Income Tax for earlier years adjustment	-	10,000.00
Profit/(Loss) for the period	342,703.46	127,463.87

BUSINESS REVIEW:

During the year, the domestic turnover of the Company has increased by 133.70% whereas export turnover has reduced by 20.72% due to increased global competition in the overseas market. However, the net profit after tax and depreciation has increased from Rs. 1.27 lacs to 3.42 lacs during the year.

DIVIDEND:

Keeping in view of the working capital requirement of the Company, your Directors regret that they are unable to recommend any dividend for the year 2011-2012.

REPORT ON CORPORATE GOVERNANCE:

The Corporate Governance Report is attached herewith and form part of this report. The certificate from practicing Company Secretaries on compliance with Corporate Governance requirement by the company is attached to the report on corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and analysis forms part of this report.

TRANSFER TO RESERVE

The Company has not transferred any amount in the General Reserves during the year.

MATERIAL CHANGE

There is no material change affecting the financial position of the Company between the date of balance sheet and the date of this report.

DIRECTORATE

Shri Rajesh Kumar, Shari. Shree Ram Maurya and Shri Satish Singh retire from the Board of Directors by rotation in the ensuing Annual General Meeting, in accordance with the provisions of Section 256 of The Companies Act, 1956 and being eligible offer themselves for reappointment.

STATUTORY AUDITORS:

Mrs. PRAKASH K. PRAKASH, Chartered Accountants. New Delhi, the Auditors of the Company who hold office up to the conclusion of the Annual General Meeting are eligible for reappointment and have expressed their willingness to be reappointed as Auditors of the Company M/s PRAKASH K. PRAKASH, Chartered Accountants have under Section 224(I) of the Companies Act, 1956 furnished a certificate of their eligibility for reappointment and they hold valid certificate of having Peer Reviewed of their firm. Members are requested to appoint the Statutory Auditors for the current year and to authorise the Board to fix their remuneration.

AUDITORS REPORT & NOTES ON ACCOUNTS

The auditor remarks in the schedule of notes referred to in their report are self-explanatory. The explanation contained in those comments/notes may be treated as information/explanation submitted by the Board as contemplated under Section 217(3) of The Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There is no information required to be given under Section 217(2A) of The Companies Act, 1956 read with The Companies (Particulars of Employees) Rules 1975 for the year under review as none of the employee falls in this category.

AUDIT COMMITTE

The Audit Committee of the Company comprised of Mr Satish Singh, Mr Rajesh Kumar, Mr Prabhu Nath Yadav and Mr. Piyush Verma, Mr Rajesh Kumar chairs the committee. The Audit Committee of Board of Directors reviews various auditing and accounting matters, including the recommendation of appointment of Auditors and fixing their remuneration and reviewing of annual statements of accounts.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis is appended to the Annual Report.

PUBLIC DEPOSITS

The Company has not accepted any public deposits during the financial year under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

SUBSIDIARY

The business activities in the subsidiary company at US has virtually closed down, with the result no financial statement upto the date of closure of business has been prepared by the company in view of recurring losses.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of The Companies Act, 1956, the Directors hereby state and confirm:

a) That in the preparation of Annual Accounts for the Financial Year ended on 31.03.2012 the applicable accounting standards has been followed subject to note No 1(i) on Significant Accounting Policies.

b) That the Directors selected such accounting policies and applied them consistently and made judgments 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 and of the profit & loss Accounts of the Company.

c) That 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 to safeguards the assets of the company and to prevent and detect fraud and other irregularities.

d) That the Directors have prepared the Annual Accounts on a "going concern" basis.

EMPLOYEE RELATIONS

The company enjoyed good relations with all employees through the year. Your directors wish to place on record their appreciation of the contribution made by employees at all levels during the year.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company is committed to the conservation of the resources. There is no wastage of energy. The working group formed by the company for this purpose, continuously monitors the consumption of various forms of energy and evaluates the options available for energy conservation. Investments will be made, as and when required, for any activity identified as a source for helping us to achieve further energy savings. Your company is not using any foreign technology.

FOREIGN EXCHANGE EARNINGS & OUTGO:

	Current Year	Previous Year
Foreign Exchange Earnings	Rs 34,542,894.00	Rs. 4,35,71,011.00
Foreign Exchange Outgo	Rs 12,327,248.00	Rs. 1,56,57,822.00

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges a separate section on Corporate Governance has been setup which is ensuring proper implementations of the relevant requirements. A report on Corporate Governance and a certificate from the Auditors confirming compliance is part of this Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the continual co-operation, the Company received from the Bankers, Shareholders, Dealers and Suppliers and also acknowledges the invaluable contribution made by the employees.

	By Order of the Board of Directors
	IDEAL CARPETS LIMITED
Place: New Delhi	L R Maurya
Date: 29.08.2012	(Chairman)