| The Directors have pleasure in presenting the Twenty Ninth Annual
Report of your Company together with Audited Accounts for the year
ended 31st March, 2011.
FINANCIAL RESULTS (Rs. in Lacs)
PARTICULARS 2010-11 2009-10
Sales & Other Income 34695.99 28073.03
Profit before Depreciation (1664.98) 1241.44
Less: Depreciation 762.96 702.02
Profit before Tax (2427.94) 539.42
Provision for Tax :
Current 0.00 100.00
Prior period - -
Deferred 64.46 111.76
Net Profit after Tax (2492.40) 327.66
Add: Balance Brought Forward 1617.66 1289.99
Balance Carried to Balance Sheet (874.74) 1617.65
DIVIDEND
No dividend is recommended for the period ended 31st March, 2011.
DEPOSITS
During the year the Company has not accepted any Deposits under Section
58A of the Companies Act, 1956 read with the Companies (Acceptance of
Deposits) Rules, 1975.
AUDITORS
M/s Sameer Charu & Associates, Statutory Auditor of the Company had
resigned on 23.05.2011 and thus causing casual vacancy in the office of
Statutory Auditor of the Company. M/s Rakesh Gupta & Associates,
Chartered Accountants, Delhi has been appointed as Statutory Auditors
of the Company through postal ballot conducted as per section 192 A of
the Companies Act, 1956 to hold office until the conclusion of the
ensuing 29th Annual General Meeting.
M/s Rakesh Gupta & Associates, Chartered Accountants, offer themselves
for appointment as Statutory Auditors from conclusion of this Annual
General Meeting to the conclusion of the next Annual General Meeting.
The Company has also received a Certificate from the Auditors to the
effect that their appointment, if made, would be in accordance with
Section 224(1B) of the Companies Act, 1956. The Report of the Auditors
is self explanatory and does not call for any further comment.
COST AUDITORS
Pursuant to the directives of the Central Government and provisions of
Section 233B of the Companies Act, 1956 M/s K. V. Sharma & Co., Cost
Accountants, have been appointed to conduct the Cost Audit of the
foot-wear manufactured by the Company for the year 2011-2012, the Cost
Audit Report will be directly submitted to the Central Government.
DIRECTORS
Mr. S. K. Kundra was appointed as additional director pursuant to
section 260 of companies act, 1956 in the board meeting held on
15.11.2011. He holds office up to forthcoming Annual General Meeting of
the company. Your company has received notice from a member seeking his
appointment as Director of your Company pursuant to Section 257 of the
Companies Act, 1956.
Mr. Narendra Kumar Pandey has resigned from the directorship w.e.f.
09.09.2011. Your Directors place on record their appreciation for the
valuable services rendered by Dr. N.K. Pandey during his tenure on the
board. Mrs. Suman Lakhani, Director of the Company, retires by
rotation at the ensuing Annual General Meeting and being eligible
offers herself for re-appointment.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions under Section 217(2AA) of the Companies Act,
1956, the Directors confirm that in preparation of Annual Accounts for
the Financial Year ended 31st March, 2011:
(i) the applicable Accounting Standards have been followed along with
proper explanation relating to material departures;
(ii) the appropriate Accounting policies have been selected and applied
consistently, judgments and estimates made 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, 2011 and of the Profit and
Loss Account of the company for that period;
(iii) the proper and sufficient care has been taken for 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 Annual Accounts for the financial year ended on 31st March,
2011 have been prepared on a going concern basis.
SUBSIDIARY AND CONSOLIDATED FINANCIAL STATEMENT
The Ministry of Corporate Affairs vide its General Circular No.2/2011,
dated February 08, 2011 has granted a general
exemption under Section 212(8) of the Companies Act, 1956 to all the
Companies from annexing the annual accounts and other statements of
subsidiary companies with the annual report of the holding company.
A statement setting out important financials of the subsidiary company
is attached and forms a part of this Annual Report.
The Annual Accounts of the subsidiary are also available for inspection
for any member/ investor, during business hours, at the Registered
Office of the Company.
The Consolidated Accounts of the Company are annexed to this report.
REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
REPORT
A separate statement on Corporate Governance and Management Discussion
& Analysis Reports along with Auditors' Certificate is enclosed as an
annexure.
PARTICULARS OF EMPLOYEES
There were no Employees who were in receipt of remuneration in excess
of the Limits prescribed under Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975, as
amended.
CONSERVATION OF ENERGY
The particulars required under Section 217(1) (e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988 are set out in the Annexure,
forming part of this report.
ACKNOWLEDGEMENT
The Board acknowledges with gratitude the co-operation and assistance
provided to your Company by the bankers and authorities of State
Government from time to time. The Board wishes to place on record its
appreciation to the contribution made by employees of the Company. Your
Directors thank the customers, clients, vendors and other business
associates for their continued support. Your Directors are thankful to
the shareholders for their continued patronage.
For and on behalf of Board of Directors
P. D. Lakhani
Place : Faridabad Chairman &
Dated :15th November, 2011 Managing Director | 