Integral Knit Company Ltd Directors Report.

INTEGRAL KNIT COMPANY LIMITED ANNUAL REPORT 2007-2008 DIRECTORS REPORT To, The Members, Your Directors present herewith the Twentieth Annual Report of your Company together with the Audited Accounts for the year,ended 31st March, 2008. 1. FINANCIAL RESULTS (Rs. In Lacs) Year Ended Year Ended 31.03.2008 31.03.2007 Net Sales 152.80 198.00 Other Income 2.92 17.18 Total Expenditure 192.53 188.09 Interest: Gross Profit/Loss after -36.81 27.10 Interest but before Depreciation and Taxation Depreciation 52.08 55.89 Provision for Taxation - - Net Profit/Loss -88.89 -28.79 Paid up Equity Share Capital 454.67 454.67 Reserves 2. DIVIDEND: Your Directors do not recommend any Dividend during the Year under review due to losses. 3. OPERATIONS: KNITTING DIVISION: The knitting division took a hit due to a general recession in the garment export industry due to the falling dollar value last year, This was a factor total beyond the companys control. We were successful in getting. permission to shift the machines. from Lower parel to Silvassa, This has helped in getting greater production efficiencies. In order to mitigate the effect of loss of sale. the; company, took timely action & implemented several cost cutting measures. The situation this financial year looks more stable in terms of business: The company is also confident that the effect of all the cost control exercises implemented last season year will have a positive bearing this year. The Loss has increased substantially by Rs. 37,51,558/- due to implementation of Accounting Standard 11 on Foriegn Currency Translation in the current year as a result of which the difference in Foriegn Exchange Rate pertaining to the Fixed Assets has been debited to the Profit & Loss Account instead of debiting Fixed Asset Account. This adjustment is carried out right from the date of Acqisition of Imported Fixed Assets as suggested by the Statutory Auditors of the Company. BIFR: The company is trying to ensure that all institutions concerned in this matter take a realistic & practical approach to the settlement. This is taking some time since there are 3 institutions involved. We are pursuing the BIFR matter strongly & are hopeful of a settlement this year. 4. FIXED DEPOSITS: The Company does not have any overdue or unclaimed deposits as on 31st March, 2008. 5. CONSERVATION OF ENERGY. TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: In terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed hereto. 6. PARTICULARS OF EMPLOYEEs: Particulars of Employees are required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended is not given as there was no employee drawing the salary as per the limits mentioned in that Section. 7. DIRECTORS: Mrs. Bindu Sheth, a Director of the Company retires by rotation at the forthcoming Annual General Meeting but being eligible offers herself for re-appointment. 8. LISTING OF SHARES: The Companys shares are listed on Mumbai Stock Exchange. The Company has,already paid listing fees to them. 9. DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to the Directors Responsibilities Statement, it is hereby confirmed: i) That in the preparation of the Annual Accounts for the financial year 31st March, 2008, the applicable accounting standards have been followed along-with proper explanation relating to material departures. ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were- 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 or loss of the Company for the year under review. iii) 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 for safeguarding the assets of the Company and for preventing and-detecting fraud and other irregularities. iv) That the Directors have prepared the Accounts for the financial year, ended 31St March, 2008 on a going concern basis. 10. CORPORATE GOVERNANCE: A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Companys auditors confirming the compliance of conditions on Corporate Governance as stipulated in revised Clause 49 of the Listing Agreement-with the Stock Exchanges is annexed hereto. 11. AUDITORS: Shareholders are requested to re-appoint Auditors M/s. P. M. Turakhia & Company, Chartered Accountants retire as Auditor of the Company at the ensuing Annual General Meeting and are eligible for re-appointment. The Company has also received a Certificate u/s 224 (1-B) of the Companies Act, 1956. 12. INSURANCE: The Companys properties have been adequately insured against fire, riot, flood and earthquake risks. 13. PERSONNEL: The industrial relations during the year were by and large satisfactory. Your Directors wish to express their appreciation to-all employees of the Company at all levels for the sustained untining efforts and immense contribution to the level of performance and growth of business during the year. 14. ACKNOWLEDGMENT: The Board wishes to place on records-its appreciation to the Companys Shareholders for their valuable support. For and on behalf of the Board For INTEGRAL KNIT CO. LIMITED Place: Mumbai AMAR A. SHETH Dated: 27th June, 2008. Director ANNEXURE TO DIRECTORS INFORMATION REQUIRED UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956. A. CONSERVATION OF ENERGY: Constant effOrts are being made to reduce consumption of energy. DISCLOSURE OF PARTICULARS WITH OF CONSERVATION OF ENERGY: 1st April 2007 to 1st April 2006 to 31st March, 2008 31st March, 2007 POWER AND FUEL CONSUMPTION ELECTRICITY (a) PURCHASE Knitting Division Units/KWH 379035 505858 Total Amount 1349565 1679801 Rate/unit(Rs.) 3.56 3132 (b) OWN GENERATION Through Diesel Generator. Knitting Division Diesel Consumed (Liters) 4600 6612 Total Cost (Rs.) 156508 234512 Average Cost (Rs./Liters) 34.02 35.47 B. TECHNOLOGY ABSORPTION: No new Products are being developed. C. FOREIGN EXCHANGE EARNINGS AND OUTGO: (i) Activities relating to exports, initiatives taken to increase exports., development of new products and Services and export plans. Mentioned in the Main report. (ii) Total Foreign exchange used and earned: (a) Total foreign exchange used Rs. 3,46,376/- (8,12,794/-) (b~ Total foreign exchange earned Rs. 3,56,173/- (Nil) BY ORDER OF THE BOARD OF DIRECTORS Place: Mumbai AMAR A. SHETH Date : 27th June, 2008. (Director)