| Dear Members,
The 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
Standalone Consolidated Standalone Consolidated
Profit/Loss before depreciation,
tax (581.94) 3924.62
Less : Depreciation 10.96 3337.58
Profit/Loss before tax and
extraordinary items (592.91) 587.05
Less : provision for tax - 736.58
Less : Fringe benefit tax - -
Less : Deferred Tax (1.39) 821.68
Less : Exceptional items 2691.94 2736.22
Profit/(Loss) after tax (3278.46) (3707.44)
Minority Intrest - (83.65)
Less: Prior Period adjustments/
extra ordinary items (2.50) (3.22)
Adjusted Profit / (Loss ) (3280.96) (3620.56)
Add:Profit/ (Loss) Brought forward (469.41) 957.73
Balance carried to B/s (3750.37) (2662.83)
(Amt In Lacs)
Particulars The year ended on 31st March 2013
Standalone Consolidated
Profit/Loss before depreciation,
tax 2.91 1596.24
Less : Depreciation 10.93 2854.79
Profit/Loss before tax and
extraordinary items (8.02) (1258.55)
Less : provision for tax 1.50 426.51
Less : Fringe benefit tax - -
Less : Deferred Tax (3.16) (459.40)
Less : Exceptional items - (494.33)
Profit/(Loss) after tax (6.36) (731.33)
Minority Intrest - (62.38)
Less: Prior Period adjustments/
extra ordinary items (2.41) (2.41)
Adjusted Profit / (Loss ) (3.95) (666.54)
Add:Profit/ (Loss) Brought forward (465.46) 1624.27
Balance carried to B/s (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
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