DIRECTORS
Dear Members,
Your Directors are pleased to present the 14th Annual Report and the Audited
Accounts of the Company for the year ended on 31st March, 2014 along with the
Management Discussion and Analysis Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated
under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented
in a separate section forming part of the Annual Report.
FINANCIAL RESULTS:
The operating results of the Company for the period under review are as follows:
(Amt In Lacs)
| Particulars |
The year ended on 31st March 2014 |
The year ended on 31st March 2013 |
|
Standalone |
Consolidated |
Standalone |
Consolidated |
| Profit/Loss before depreciation, tax |
(581.94) |
3924.62 |
2.91 |
1596.24 |
| Less : Depreciation |
10.96 |
3337.58 |
10.93 |
2854.79 |
| Profit/Loss before tax and extraordinary items |
(592.91) |
587.05 |
(8.02) |
(1258.55) |
| Less : provision for tax |
- |
736.58 |
1.50 |
426.51 |
| Less : Fringe benefit tax |
- |
- |
- |
- |
| Less : Deferred Tax |
(1.39) |
821.68 |
(3.16) |
(459.40) |
| Less : Exceptional items |
2691.94 |
2736.22 |
- |
(494.33) |
| Profit/(Loss) after tax |
(3278.46) |
(3707.44) |
(6.36) |
(731.33) |
| Minority Intrest |
- |
(83.65) |
- |
(62.38) |
| Less: Prior Period adjustments/ extra ordinary items |
(2.50) |
(3.22) |
(2.41) |
(2.41) |
| Adjusted Profit / (Loss ) |
(3280.96) |
(3620.56) |
(3.95) |
(666.54) |
| Add:Profit/ (Loss) Brought forward |
(469.41) |
957.73 |
(465.46) |
1624.27 |
| Balance carried to B/s |
(3750.37) |
(2662.83) |
(469.41) |
957.73 |
DIVIDEND:
Directors do not recommend any dividend.
THE YEAR IN RETROSPECT:
During the year under review, company achieved revenue of INR 1077.132 cr. with
revenues from Overseas business amounting to INR 951.01 cr. and Domestic business
amounting to INR 126.12 cr. The focus on sales has continued to be in the local markets of
India for S.Kumars and S.KumarsUnimart products and for Klopman, the focus has been to
further consolidate its position in European markets as well as to explore new
international markets.
BUSINESS OUTLOOK AND PLANS:
S Kumars Unitexx Division is diversifying the portfolio of Unimart by expanding its
customer base to cover segments such as Oil and Gas, Iron and Steel, Pharma and Cement, to
name a few. S.Kumars Unimart also plans to launch Unimart stores all over India which will
be a one-stop-shop for all uniform needs.
S.Kumars Limited is modernising and upgrading its existing plants to improve the
quantity and quality of the production.
Klopman is in the process of expanding its base to cover international markets like
India, Middle East, South Africa, Australia and New Zealand along with existing markets.
Middle East is an important market for Klopman, to increase the focus in this market
Klopman has started a branch office in Dubai from January 2013. Further Klopman
International has formed a Joint Venture Company in Indonesia with Argo Group. The Joint
Venture Company is called as PT Klopman Argo International and would produce about 15
million meters work wear fabric per annum at its rated capacity with as ales revenue of 25
million Euros.
SUBSIDIARY COMPANIES:
S. Kumars Limited and MW Unitexx S.A. are Subsidiary Companies of MW Unitexx Limited.
Further S. Kumars Limited is having two subsidiary Companies viz.
1) Manmade fabric sales services Private Limited and
2) Manors Textile Limited.
MW Unitexx S.A. is having subsidiary Companies Viz.
1) Klopman Espana SA
2) Klopman Gmbh
3) Klopman AG
4) Intex S.A.
5) Klopman International Srl
6) Klopman India Private Limited
Further, Klopman India Private Limited is having one subsidiary Company namely, Klopman
Textile Private Limited
There has been no material change in the nature of the business of the subsidiaries. A
statement containing brief financial details of the subsidiaries is included in the Annual
Report.
As required under the Listing Agreements entered into with the Stock Exchanges, a
consolidated financial statement of the Company and its subsidiaries is attached. The
consolidated financial statements have been prepared in accordance with the relevant
accounting standards as prescribed under Section 211(3C) of the Act. These financial
statements disclose the assets, liabilities, income, expenses and other details of the
Company and its subsidiaries.
In accordance with the General Circular issued by the Ministry of Corporate Affairs,
Government of India, the Balance Sheet, Statement of Profit and Loss and other documents
of the subsidiary companies are not being attached with the Balance Sheet of the Company.
However the financial information of the subsidiary companies is disclosed in the Annual
Report in compliance with the said circular. The Company will provide a cop of separate
annual accounts in respect of each of its subsidiary to any shareholder of the Company who
asks for it and the said annual accounts will also be kept open for inspection at the
Registered Office of the Company.
DEMATERIALISATION OF SHARES:
The trading in equity shares of the company is permitted only in dematerialised form. A
total of 85.79% shares are held in dematerialised form with NSDL and CDSL as on 31st
March, 2014.
DIRECTORS:
In terms of the Articles of Association of the Company, Mr. Mukul S. Kasliwal, Director
retire at the ensuing Annual General Meeting and, being eligible, offer themselves for
re-appointment.
According to New Companies Act, 2013 the Company is appointing Mr. Y. R. Shah and Mr.
G. Banerjee, Independent Directors for the period of five years. The Company has received
declarations from all the Independent Directors of the Company confirming that they meet
with the criteria of independence as prescribed both under sub-section (6) of Section 149
of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock
Exchanges.
Mr. P. S. Shenoy has resigned from the Board of the Company w.e.f. June 17, 2014
Mr. N. Ramakrishnan has resigned from the Board of the Company w.e.f. August 14, 2014
AUDIT COMMITTEE:
In accordance with Section 177 of the Companies Act, 2013 and Clause 49 of the Listing
Agreement, the Company has constituted the Audit committee which currently consists of Mr.
G. Banerjee – (Chairman of Audit Committee), Mr. Y. R. Shah, and Mr. M. Hudli
(Members).
AUDITORS AND AUDITORS’ REPORT:
M/s, Shyam Malpani & Associates, Chartered Accountants, Statutory Auditor of the
Company hold office till the conclusion of the ensuing Annual General Meeting and are
eligible for re-appointment.
The Company has received letter from M/s Shyam Malpani & Associates to the effect
that their re-appointment, if made, would be within the prescribed limits under Section
141(3)(g) of the Companies Act, 2013 and that they are not disqualified for
re-appointment.
The Notes on Financial Statements referred to in the Auditors Report are self –
explanatory and do not call for any comments
FIXED DEPOSITS:
The Company has not accepted any Deposits and such, no amount on account of principal
or interest on public deposits was outstanding as on the date of balance sheet.
CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of corporate governance and
adhere to the corporate governance requirements set out by SEBI. The Company has also
implemented several best corporate governance practices.
The Report on corporate governance as stipulated under Clause 49 of the Listing
Agreement forms part of the Annual Report. The requisite certificate from the Auditors of
the Company confirming compliance with the conditions of corporate governance as
stipulated under the aforesaid Clause 49 is attached to the Report on Corporate
Governance.
DIRECTORS’ RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act, 2013, with respect to Directors’
Responsibility Statement, it is hereby confirmed that:
i) In the preparation of the Annual Accounts for the Financial Year ended 31st March
2014, the applicable accounting standards read with requirement set out under Schedule VI
to the Companies Act, 1956, have been followed and there are no material departures from
the same..
ii) The Directors have selected such accounting policies and applied them consistently
and made judgements and estimates that are reasonable and prudent so as to give true and
fair view of the State of Affairs of the Company at the end of the financial year 31st
March 2014 and of the profit/loss of the Company for that period.
iii) The Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing / detecting fraud and other irregularities
iv) The Directors have prepared the annual accounts of the Company on a ‘going
concern’ basis; and
v) The directors, , had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively
vi) The Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
The Company has appointed M/s. Roy Jacob & Co, Practicing Company Secretary, to
conduct Reconciliation of Share Capital Audit of the Company. The Audit is carried out
every quarter and the report thereon is placed before the Board of Directors &
thereafter is submitted to Stock Exchanges.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
CONSERVATION OF ENERGY:
The scope for conservation of energy is limited in the type of industry in which your
Company is engaged. However, the Company continues to accord high priority to conservation
of energy by opting for more power effective replacements of equipments and electrical
installations.
TECHNOLOGY ABSORPTION:
Every effort is made by the company to update the technological skills of its technical
staff in order to ensure that they possess adequate skills to enable them to serve the
Company’s clients.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The relevant information in respect of the foreign exchange earnings and outgo has been
given in the Notes forming part of the Accounts for the year ended on 31st March, 2014.
PARTICULARS OF EMPLOYEES:
In terms of provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975 as amended the Company has no employees
who were in receipt of the remuneration of Rs.. 60,00,000/- or more per annum during the
year ended 31st March, 2014 or Rs. 5,00,000/- or more per month during any part
of the said year.
ACKNOWLEDGEMENTS:
Your Directors place on record their sincere appreciation for the co-operation and
assistance received from the Customers, Bankers, Regulatory bodies, Stakeholders including
financial Institutions and other business associates who have extended their valuable
sustained support and encouragement during the year under review.
|
For and on behalf of the Board of Directors, |
|
Sd/- |
|
Mukul Kasliwal |
|
Chairman |
| Place: Mumbai |
|
| Date : August 14, 2014 |
|
+91-9892691696
