2011-2012...B-106, Sector-2 Noida,U.P.-201301 Tel: 91-120-4015880 E-mail: [email protected] By order of the Board of Directors Place : New Delhi AJAY KUMAR Dated : 11th August,

S i x x t h A n n a u al RRRRRR38

Mangalam Ventures Limited(Formerly Sonia Textiles Limited)

NINETEENTH ANNUAL REPORT

2011-2012

.. EaI mahavaIraya nama: ..

BOARD OF DIRECTORS

Shri Vinod Kumar Ahuja - ChairmanShri Sharat Jain - Whole Time DirectorShri R.S.Hegde - Whole Time DirectorShri Vikas Kohli - DirectorShri D.K. Rana - Director

COMPANY SECRETARY BANKERS

Shri Ajay Kumar State Bank of IndiaState Bank of PatialaPunjab National Bank

REGISTERED OFFICE AUDITORS

94, Arcadia Bansal & AssociatesNariman Point Chartered AccountantsMumbai - 400 021 2, Rajendra Chambers

Nanabhai Lane, FortMumbai - 400 001

WORKS SHARE TRANSFER AGENT

Plot No. 32 RCMC Share Registry Pvt. Ltd.Sector - 6 B-106, Sector-2Faridabad - 121 006 NOIDA - 201 301Haryana Uttar Pradesh

C O N T E N T S

NOTICE ________________________________________ 1

DIRECTORS’ REPORT ___________________________ 4

CORPORATE GOVERNANCE REPORT ______________ 8

AUDITORS’ REPORT ____________________________ 14

BALANCE SHEET _______________________________ 17

STATEMENT OF PROFIT AND LOSS ________________ 18

NOTES TO THE FINANCIAL STATEMENTS ___________ 19

CASH FLOW STATEMENT ________________________ 35

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Nineteenth Annual ReportMangalam Ventures Limited(Formerly Sonia Textiles Limited)

NOTICE is hereby given that the Nineteenth Annual GeneralMeeting of the Members of Mangalam Ventures Limited willbe held on Saturday, 22nd day of September, 2012 at 10.00A.M. at K. B. Room, Oricon House, Maharashtra Chamber ofCommerce Path, Fort, Mumbai - 400 001 to transact thefollowing business:-

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited BalanceSheet as at 31st March, 2012, the statement of Profit &Loss for the year ended on that date together withReport of the Auditor’s and Director’s thereon.

2. To appoint a Director in place of Shri D. K. Rana, whoretires by rotation in accordance with the provision ofArticles 89 and 90 of the Articles of Association of theCompany and being eligible, of fers himself for re-appointment.

3. To appoint Statutory Auditors and to f ix theirremuneration and in connection therewith, to pass withor without modif ication(s) the following resolution asan Ordinary Resolution.

“RESOLVED THAT pursuant to the provisions of Section224 and other applicable provis ions, if any, of theCompanies Act, 1956 M/s. Bansal & Associates,Chartered Accountants, Mumbai, the retiring Auditors,be and are hereby re-appointed as the StatutoryAuditors of the Company to hold of f ice f rom theconclusion of this Annual General Meeting ti ll theconclusion of the next Annual General Meeting of theMembers of the Company on such remuneration asmay be fixed by the Board of Directors of the Companyin consultation with the Auditors.”

SPECIAL BUSINESS

4. To consider and, if thought fit, to pass with or withoutmodif ication(s), the following resolution as a SpecialResolution:

“RESOLVED THAT pursuant to the provision of Section198, 309, 310, 311, 268, 269 and any other provisionsif applicable of the Companies Act, 1956 read withSchedule XIII, approval of the Members be and ishereby granted for the payment of currentremuneration to Shri Sharat Jain, Whole Time Directorof the Company with effect from 1st April, 2012 for theremaining period of his tenure of service(notexceeding three years) on the terms and conditionsas mentioned in the explanatory statement annexedhereto.”

By order of the Board of Directors

Place : New Delhi AJAY KUMARDated : 11th August, 2012 Company Secretary

NOTICENOTES1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE

MEETING IS ENTITLED TO APPOINT A PROXY TO ATTENDAND VOTE ON A POLL INSTEAD OF HIM/ HERSELFAND SUCH PROXY NEED NOT BE A MEMBER OF THECOMPANY. PROXIES IN ORDER TO BE EFFECTIVE MUSTBE RECEIVED BY THE COMPANY NOT LESS THAN 48HOURS BEFORE THE MEETING.

2. The Explanatory Statement pursuant to Section 173(2) ofthe Companies Act, 1956 setting out the material facts inrespect of the special business under Item no.- 4 isannexed hereto and forms part of the notice.

3. Members / Proxies attending the meeting are requested tobring the Attendance Slip duly filled in and their copy ofAnnual Report for reference at the meeting. Proxies shallnot have any right to speak at the meeting.

4. The Register of Members and Share Transfer Books ofthe Company shall remain closed from Saturday, 15th dayof September, 2012 to Saturday, 22nd day of September,2012 (both days inclusive).

5. Members are requested to send request for change intheir addresses, if any, directly to the Share Registrar andTransfer Agents viz. RCMC Share Registry Pvt. Ltd.

6. Members desirous of having any information regardingAccounts are requested to send their queries to theCompany at its Registered Office at least 10 days beforethe date of Annual General Meeting, so that the requisiteinformation is made available at the meeting.

7. Members are requested to quote their folio number(s) inall correspondence with the Company.

8. Documents referred to in the notice are open forinspection by the Members at the Registered Office ofthe Company on all working days during off ice hoursexcept Saturday and Sunday between 11.00 A.M. to1.00 P.M. upto the date of AGM.

9. The Ministry of Corporate Affairs(“MCA”) has vide CircularNos. 17/2011 and 18/2011 dated April 21,2011 andApril 29, 2011 respectively, taken a ‘Green Initiative inCorporate Governance’ by allowing paperless compliancethrough electronic mode, allowing to send documentssuch as Notice convening General Meetings, AuditedFinancial Statements, Director’s Report, Auditor’s Report,etc. and any other notice/documents, henceforth inelectronic form in lieu of the paper form.

In case you wish to support your Company’s concern toprevent global environment degradation, you arerequested to please register your E-mail ID with your DP,if you hold the Company’s shares in electronic form, underintimation to the Registrar and Transfer Agents throughyour registered E-mail ID. However, if you hold the shares

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in physical form then you may register your E-mail ID with theRegistrar & Transfer Agent of the Company by sending a letterunder your registered signature at below mentioned address:RCMC Share Registry (P) Ltd.B-106, Sector-2Noida,U.P.-201301Tel: 91-120-4015880E-mail: [email protected]


Place : New Delhi AJAY KUMARDated : 11th August, 2012 Company Secretary

EXPLANATORY STAT EM ENT PUR SUANT TO T HEPROVISION OF SECTION 173(2) OF THE COMPANIESACT, 1956

Item No. 4

Keeping in view the efforts put by Shri Sharat Jain in the growthof the Company, the Board of Directors and the RemunerationCommittee of the Company in their meeting held on 4th February2012 had approved the continuation of payment of remunerationof Rs. 2,00,000/-per month to Shri Sharat Jain, Whole TimeDirector for the remaining period of his tenure of service (notexceeding three years) subject to the approval of shareholdersof the Company.

TERMS AND CONDITION:

1. Salary: Rs. 2,00,000/- (Rupees Two Lacs Only) per monthwith effect from 1st April, 2012.

2. Perquisites : The perquisites shall be allowed in addition tosalary. However, such perquisites shall be restricted to anamount equal to one-year salary during each year as perdetails given below:

(a) Unfurnished Accommodation/House Rent Allowance:Theexpenditure incurred by the Company on hiring anyunfurnished accommodation subject to the provisions ofIncome Tax Act, 1961. In case no accommodation is providedby the Company, he will be entitled to House Rent Allowanceas per the provisions of Income Tax Act, 1961.

(b) Medical Reimbursement : Reimbursement of medicalexpenses incurred by the appointee (including mediclaiminsurance premium) on self and his family, subject to aceiling of one month’s salary in a year or five month’ssalary over a period of five years.

(c) Leave travel Concession: The expenses incurred on leavetravel by the appointee on self and his family shall bereimbursed once in a year in accordance with the rulesspecified by the Board.

(d) Club Fees : Fees of clubs subject to a maximum of twoclubs. This will not include admission and the membershipfees.

(e) Personal Accident Insurance : Premium not to exceed

Rs.10,000/- per annum.(f ) Provident Fund : Contr ibution to provident fund,

superannuation fund or annuity fund and this will not beincluded in the computation of the ceiling on perquisites tothe extent these either singly or put together are nottaxable under the Income Tax Act, 1961.

(g) Gratuity : Gratuity payable shall not exceed half a month’ssalary for each completed year of service and this shallnot be included in the computation of ceiling on perquisites.This will, however, be subject to the ceiling prescribed bythe Central Government from time to time.

(h) Car & Telephone : Free use of Company’s car for officialwork as well as for personal purposes alongwith driverand telephone at Company’s cost.Explanation: “Family” means the spouse, the dependentchildren and dependent parents of the appointee.

3. Other Benefits: He shall be entitled for reimbursement of allactual expenses including on entertainment and travellingincurred for the business of the Company.a. Shri Sharat Jain shall not be entitled to any sitting fees

for attending the Board Meeting.b. The Board of Directors of the Company may increase

the remuneration and benefits as stated above withinthe limits of Schedule XIII or as per the stipulation thatmay be made by the Government in future.

c. He shall not become interested or otherwise concerneddirectly or through his wife and/or minor children in anyselling agency of the Company without prior approvalof the Central Government.

The information as required under Table B of Clause 1 ofSection II of Part II of Schedule XIII to the Companies Act,1956 is given below:

I. General Information1. Nature of Industry- The Company is engaged in the busi-

ness of readymade garments.2. The date of commencement of commercial production

or services is 1st January 1995.3. Financial Performance based on given indicators as per

audited financial results for the year ended 31st March2012.

Particulars Amount (Rs. in Lacs)

Sales & Other Income 3669.19Profit after tax 34.55Accumulated Profit 810.64Net Worth 1121.30

4. Export Performance & Net Foreign Exchange collabora-tions

Particulars Amount (Rs. in Lacs)Export Performance 3363.84

Net Foreign Exchange Collaboration NIL

5. Foreign Investments or Collaboration, if any : N.A.


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1 Name Shri Sharat Jain

2 Age 44 Years

3 Qualification MBA from University of Dallas, USA

4 Expertise 18 years experience in Marketing and Finance

5 Other Directorships Preeti Vanijya Pvt. Ltd.

6 Chairmanship(s) Membership(s) of the committees as Nilon 31st March, 2012

7 Past remuneration during the Financial year ended Rs. 2,00,000/- plus perquisites plus all allowances31st March, 2012

8 Recognition proposed Nil

9 Remuneration proposed Rs. 2,00,000/- p.m. plus perquisities plus all allowances

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11 Nil

S.No. PARTICULARS WHOLE TIME DIRECTOR

II. Information about the appointee :

III. Other Information :

1. Reason for loss or inadequate profits : The profitability is suffered due to adverse market conditions, lower sales realization and margins,high input costs etc. Action was initiated to reduce costs and improve operational efficiency.

2. Steps taken/proposed to be taken for improvement & Expected increase in productivity/profits- The Company has implemented variouscorrective steps and cost reduction measures. The Company is also exploring the possibilities of finding new overseas customers inEurope and USA.

IV. Disclosures :

The Remuneration details are given in the proposed Resolution and the Corporate Governance Report. The Resolution along with ExplanatoryStatement may also be treated as an abstract of the terms of appointment Shri Sharat Jain as required under Section 302 of the Act.

Therefore, the above resolution is being placed before the shareholders for their consideration and approval. None of the Directors exceptShri Sharat Jain is interested or concerned in the said resolution.


AJAY KUMARCompany Secretary

Place: New DelhiDate : 11th August, 2012

BRIEF BIOGRAPHY OF DIRECTORS PROPOSED TO BE APPOINTED/RE-APPOINTED AS REQUIRED IN TERMS OF LISTING AGREEMENT

Shri D. K. Rana

Shri D.K. Rana is a Non-Executive & Independent Director. He is a law graduate and having wide experience in legal matters. He is presentlyassociated with M/s BMR & Associates, a leading Chartered Accountant firm.

None of the Directors of the Company, except Shri D. K. Rana, himself, is in any way, concerned or interested in this resolution. The Boardrecommends the passing of the proposed resolution.

Keeing in view the day to day involvement in the Companyaffairs, the proposed remuneration appears to be reasonableand at par with other Companies of same size in the industry

Comparative remuneration profile with respect to industrysize of the Company, Profile of the position and the person

Pecuniary relationship directly or indirectly with theCompany or relationship with the managerial personnel

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DEAR MEMBERS

Your Directors take pleasure in presenting the Nineteenth AnnualReport on the affairs of the Company together with the AuditedAccounts of the Company for the year ended 31st March, 2012FINANCIAL HIGHLIGHTS

(Rupees in Lacs) Current Year Previous Year

31.03.2012 31.03.2011

Net Sales 3,659.15 3,932.68

Other Income 10.04 13.48

Finance Costs 74.68 92.34

Depreciation and Amortization 98.58 106.84

Profit Before Tax 57.48 83.19

Profit After Tax 34.55 45.52

Share Capital 310.66 310.66

Reserves & Surplus 820.14 787.64

Earning per Share (Rs.) 1.11 1.47(Basic/Diluted)

DIVIDEND

With a view to ploughing back profit into the business, yourDirectors have decided not to recommend any dividend for theyear under review.

DIRECTORS

Shri D. K. Rana, Director retires by rotation at the ensuingAnnual General Meeting and being eligible, offers himself forre-appointment.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 it ishereby confirmed

a) That in the preparation of annual accounts for the financialyear ended 31st March, 2012, the applicable accountingstandards have been followed;

b) That the Directors had selected such accounting policiesand applied them consistently and made judgements andestimates that were reasonable and prudent so as to givea true and fair view of the state of affairs and of Profit ofthe Company for the financial year ended 31

st March, 2012;

c) That the Directors have taken proper and sufficient carefor the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 1956for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;

d) That the Annual Accounts have been prepared on a goingconcern basis.

AUDITORS

M/s Bansal & Associates, Chartered Accountants, Mumbai, theStatutory Auditors of the Company, have audited the accountsof the Company for the financial year 2011-12, following theprescribed accounting standards. The notes to the Accountsreferred to in the Auditors’ Report are self explanatory and inview of the Board of Directors it requires no comments.

M/s Bansal & Associates, Chartered Accountants, Mumbai, wouldbe retiring at the conclusion of the forthcoming Annual GeneralMeeting. The Company has received a certificate from them tothe effect that their appointment, if made, would be within theprescribed limits under Section 224(1B) of the Companies Act,1956.

FIXED DEPOSITS

Your Company has not accepted or renewed any deposits underSection 58A of the Companies Act, 1956 during the year underreview.

INSURANCE

The assets of the Company are adequately insured against fireand other risks that are considered necessary.

INDUSTRIAL RELATIONS

Relations with the work force remained cordial throughout theyear. The Directors wish to place on record their appreciationfor the sincere and devoted efforts of the Executives, Staffsand Workmen at all levels during the period under review.

STATUTORY DISCLOSURES PURSUANT TO SECTION 217 OFTHE COMPANIES ACT, 1956

The information relating to the Conservation of Energy, TechnologyAbsorption, Adaptation, Innovation and Foreign ExchangeEarnings and Outgo as required under Section 217 (1) (e) of theCompanies (Disclosure of Particulars in the Report of Board ofDirectors) Rules, 1988 is annexed as Annexure and forms partof this Report.

ENVIRONMENTAL PROTECTION & POLLUTION CONTROL

Your Company regards preservation of the environment as oneof its primary social responsibilities. Accordingly, the Companyplaces great emphasis on compliance with pollution norms.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance together withthe Auditor ’s Certif icate regarding compliance of theconditions of Corporate Governance as stipulated underClause 49 of the Listing Agreement, is annexed herewith.

DIRECTOR’S REPORT TO THE MEMBERS

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MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Details as required under Management Discussion andAnalysis Report are appended as hereunder:-

TEXTILE INDUSTRY - STRUCTURE AND DEVELOPMENTS

The world economy has been passing underpressure.Financial turmoil in Europe has affected othercountries.As a result, and despite a strengthening of activityin USA and Japan, world trade has slowed down. Underthis scenario, the forecast for global economic growth hasbeen revised downward to about 2.5% in 2012. Indianeconomy also slowed down in 2011-12 mainly due to weakindustr ial growth.In f lat ion remained a major concernconstraning RBI to pursue tight monetary policy.

OPPORTUNITIES AND THREATS

India has abundant supply of raw material and labour to cater tothe enormous opportunities in the domestic and export market.In anticipation of Government efforts in boosting the textileindustry through various initiatives and investments, the industryis expected to continue to grow.

On the other hand, sharp increase in input cost, increased labourcosts ,low productivity, continued weakness in developedgeographies, prospect of higher domestic inf lation,f iscaltightening, and interest rates are some of the challenges facingthe textile industry at large.

SEGMENTWISE PERFORMANCE

The Company operates in single business segment i.e. KnittedGarments in terms of Accounting Standard 17 issued by theInstitute of Chartered Accountants of India.

Your Company has been able to maintain the export turnover almost at the level of previous year, during the yearunder report inspite of financial turmoil in Europe and lowergrowth in worldwide economy.

OUTLOOK

The industry has a lot to look ahead in the coming years in termsof market growth and adoption of newer technologies and areasof application. With the softening of cotton /cotton yarn pricesand Government initiatives and investments, we are confidentabout the bright future of textile industry in long term.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

Your Company has well defined internal control system. TheCompany’s internal control system includes organizationaldesign, written policies and procedures, barriers to protectassets and all personnel. I t is designed to discourageoccurrences of errors or irregularities and to identify, withina reasonable time frame, errors or irregularities that mayoccur. It provides f or safeguarding of assets, properrecording of transactions, and the eff ic ient and effective

accomplishment of the unit’s goals and objectives includingcompliance with state and federal rules and regulations.

MANAGEMENT PERCEPTION OF RISK AND CONCERN

The management as a long-term strategy is moving from simpleto more technical garment to mitigate competition from othersuppliers. We also focus more on outsourcing of fabric purchaserather than making it in-house. Our cash management is alsovery sound which is helping us to keep the interest cost at thebare minimum. We are making all efforts to cope with thechallenges through continuous cost reduction, processimprovements, imparting training to the workforce on thecontinued basis and improved customer services to mitigate thegrowing cost pressure.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES,INDUSTRIAL RELATIONS

Your Company continues to maximize the return on the ac-tual operat ing prac tices, physical investment f romorganization’s human capital and minimize financial risk. Therole of Human Resource Management is being increasinglyaffected and re-shaped by the growing divers ity of theworkforce, global and domestic compensation, and com-plex legal and ethical issues. Relations with the work forceremained cordial through-out the year.

Indust r ial Relations during the period under reviewcontinued to be peaceful and harmonious. No man-day waslost due to any Industrial Dispute.

ACKNOWLEDGEMENT

Your Directors are grateful to the Banks, Shareholders,Customers, Distributors, Authorised Dealers, Suppliers andall other business constituents for the valued co-operationand support extended by them to the Company during theyear under review.

Your Directors sincerely wish to thank the workers, staffsand executives of the Company for the continuous hardwork put in by them.


Place : New Delhi Vinod Kumar AhujaDated : 11th August, 2012 Chairman

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ANNEXURES TO DIRECTORS’ REPORT 2011-2012

(A) INFORMATION PURSUANT TO SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OFPARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

I. CONSERVATION OF ENERGY

The Company is constantly focused on finding out new ways for reducing the consumption of energy. Energy conservation, one of thevital area, has been made an integral part of the induction training programme for new employees. Regular studies are being done forfurther improvement in the area. The comparative details showing usage of “Power & Fuel Consumption” are as under:

A) POWER AND FUEL CONSUMPTION31.03.2012 31.03.2011

1. Electricity

a) Purchased

i) Units (in Lacs) 10.96 14.21

ii) Total Amount (Rs. in Lacs) 64.61 77.38

iii) Rate / Unit (Rs.) 5.90 5.45

b) Own Generation (through Diesel Generator)

i) Units (in Lacs) 2.83 2.42

ii) Units per Ltrs. of Diesel Oil 2.71 2.80

iii) Cost per Unit (Rs.) 14.23 12.63

2. Coal/ Pet Coke

i) Quantity (in M. T.) 1,069.38 1,287.11

ii) Total Amount (Rs. in Lacs) 102.50 117.63

iii) Average Rate (Per Kg.) 9.59 9.14

B) CONSUMPTION PER UNIT OF PRODUCTION

(Product : Cotton Knitted Fabrics, Cotton KnittedProcessed Fabrics & Knitwear Garments)

a) Electricity

i) For Cotton Knitted Fabrics (Unit per M.T.) 499 613

ii) For Cotton Knitted Processed Fabrics (Unit per M.T.) 1,393 1,362

iii) For Knitwear Garments (Unit per 1,000 Pcs.) 495 454

b) Coal/ Pet Coke (kgs.) per M.T. 2,428 2,109

c) Steam (Tonnes) Nil Nil

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II. TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION

Efforts Made in Technology Absorption as per form ‘B’ of the Annexure to the Rules.

1. Research & Development (R & D)a) Specified areas in which (R & D) carried out by the Company Noneb) Benefits derived as a result of the above N.A.c) Future plan of action W e are constantly focussed on cost reduction

measures, improvement in quality of our existingproducts and to enter into production of new line ofproducts.

d) Expenditure on R & Di) Capital Nilii) Recurring Niliii) Total Niliv) Total R & D expenditure as percentage of total turnover N.A.

2. Technology Absorption, Adaptation and Innovation The Company has not imported any technology

III. FOREIGN EXCHANGE EARNINGS AND OUTGO :2011-2012 2010-2011

(Rupees) (Rupees)a) Earnings

(i) FOB value of exports 336,383,967 350,480,774 (ii) Others 577,583 1,954,773

b) Outgo (CIF value of imports & expenditure in foreign currency) 7,469,215 9,147,290



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CORPORATE GOVERNANCE REPORT This report on Corporate Governance forms part of the Annual Report. Besides being in compliance of the mandatory Listing Agreement this report gives an insight into the process of functioning of the Company.

1. COMPANY’S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

Company’s philosophy of Corporate Governance is preserving core values and ethical business conduct through self-compliancemechanism. Commitment to maximizing shareholder value on a sustained basis, while looking after the welfare of multiplestakeholders is the main objective of Company’s Board of Directors, its management and employees and critical to the Company’ssuccess.

2. BOARD OF DIRECTORS

a) Composition of the Board

As on 31st March, 2012 the Board of Directors of the Company consists of 5 Directors, with a mix of Executive and Non-ExecutiveDirectors. The Board consists of two (2) Executive and three (3) Non-Executive Directors. All three Non-Executive Directors areIndependent Directors. The composition of the Board is in conformity with Clause 49 of the Listing Agreement.

Further, Independent Directors do not have any material pecuniary relationship or transactions with the Company, its promoters,its management or its associates, which in the judgement of the Board may affect independence of judgement of the Director.Further as mandated by Clause 49, none of the Directors are members of more than ten committees of Boards nor they arechairman of more than five committees in which they are members.

b) Board Meetings

During the year under review, the Board of Directors met six (6) times. The meetings were held on 30th April, 2011; 30th July, 2011;20th August, 2011; 5th October, 2011; 5th November, 2011; and 4th February, 2012.

The composition of the Directors on the Board and related information for the financial year 2011-12 is as under:Attendance No. of other Directorships and CommitteeParticulars memberships/ Chairmanships

Shri Vinod Kumar Ahuja Chairman Non Executive, Independent 6 No 13 Nil Nil

Shri D. K. Rana Director Non Executive, Independent 6 No 1 Nil Nil

Shri Sharat Jain Whole Time Director Executive 6 Yes 1 Nil Nil

Shri R.S. Hegde Whole Time Director Executive 6 Yes Nil Nil Nil

Shri Vikas Kohli Director Non Executive, Independent 2 No Nil Nil Nil

Name of Director Designation Category

3. AUDIT COMMITTEE

The Board of Directors has constituted an Audit Committee, which deals in all matters relating to financial reporting and internalcontrols. The minutes of each Audit Committee meeting are placed before the Board for information.All members of the AuditCommittee are Non-Executive Independent Directors. Mr. Ajay Kumar, Company Secretary of the Company at the time of meetingacts as the secretary of the committee.

During the year, the committee met five (5) times viz. on 30th April, 2011; 30th July, 2011; 20th August, 2011; 5th November, 2011;and 4th February, 2012. The composition and Directors’ attendance at the committee meetings is presented below:

Board Last Other Directorships Other Committee Other Committee Meeting AGM including Pvt. Ltd.Cos. Memberships Chairmanships

Member Director Category No. of Meetings Attended(Total Meetings held : 5)

Shri D.K. Rana Chairman 5Shri Vikas Kohli Member 2Shri Vinod Kumar Ahuja Member 5

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4. REMUNERATION COMMITTEE

The Remuneration Committee constituted to recommend/review the remuneration of Executive Directors, has three (3)Non-Executive Independent Directors as its members viz. Shri Vinod Kumar Ahuja, Shri D.K. Rana and Shri Vikas Kohli. Shri VinodKumar Ahuja is the Chairman of the Committee.There are no severance fees, other benefits, bonus or stockoptions. Either partymay terminate the appointment on three months notice in writing.The aggregate of salary, perquisites and commission paid for theyear ended 31st March, 2012 to Whole Time Directors are stated herein below.

(a) Executive Director

Name Designation Tenure of Salary Provident Other Grossappointment (in Rs.) Fund Cont. Perquisites Remuneration

(in Rs.) (in Rs.) (in Rs.)

Shri Sharat Jain Whole Time 5 Years w.e.f. 2,400,000 - 28,800 2,428,800Director 01.09.2008 to

31.08.2013

Shri R.S. Hegde Whole Time 5 Years w.e.f. 825,000 69,480 179,602 1,074,082Director 01.09.2010 to

31.08.2015

(b) Non-Executive DirectorsThe Non-Executive Directors have not been paid any remuneration for attending Board and Committee Meetings of the Company.

5 SHAREHOLDERS’ / INVESTORS’ GRIEVANCE COMMITTEE

The Company has constituted a Shareholders/Investors Grievance Committee for redressing investor’s complaints like transferof shares, non-receipt of annual report and others. The Committee also oversees the performance of the Registrar & TransferAgents and recommends measures for the overall improvement of the quality of the investor services.

The Committee consists of four Directors viz. Shri Vinod Kumar Ahuja, Shri Sharat Jain, Shri R.S. Hegde and Shri Vikas Kohli.Shri Vinod Kumar Ahuja is the Chairman of the Committee. Mr. Ajay Kumar, Company Secretary of the Company at the time ofmeeting acts as the Compliance Officer of the Committee.

During the year under review, no complaints have been received.

6. GENERAL BODY MEETINGS

The last three Annual General Meetings were held as under:

Financial Location Day Date Time No. of SpecialYear Resolutions2010-11 K.B. Room, Oricon House, Maharashtra Saturday 24th September, 2011 10.00 A.M. 0

Chamber of Commerce Path, FortMumbai - 400 001

2009-10 K.B. Room, Oricon House, Maharashtra Saturday 25th September, 2010 10.00 A.M. 1Chamber of Commerce Path, Fort

Mumbai - 400 021.

2008-09 K.B. Room, Oricon House, Maharashtra Saturday 26th September, 2009 10.00 A.M 1Chamber of Commerce Path, FortMumbai - 400 021.

The Company has not passed any resolution through postal ballot during the financial year 2011-12.

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7. DISCLOSURES

During the year, there were no transactions of material nature with the Promoters, Directors, Management, their relatives, orsubsidiaries of the Company etc., that had potential conflict with the interest of the Company at large. The related partytransactions with the subsidiary/group companies have been disclosed in the Annual Accounts.

There have been no instances of any penalties, strictures imposed on the Company on any matter relating to capital marketand listing either by Stock Exchange or SEBI or any Statutory Authority during the last three years. There is a proper policy tolook into the grievances of the personnel of the Company and no person has been denied access to the Audit Committee. TheCompany has generally complied with all mandatory requirments of Clause 49 of the Listing Agreement to the extent theseapply to the Company. Non-mandatory requirement relating to Remuneration Committee have also been adopted by theCompany.

8. MEANS OF COMMUNICATION

Quarterly results are communicated to the shareholders through publishing in prominent newspapers, viz. Financial Express(all editions) and Mumbai Lakshadweep (vernacular newspapers). In addition to above, the same are also displayed on theCompany’s website www.mangalamventures.com and websites of BSE and SEBI viz. www.bseindia.com andwww.sebiedifar.nic.in

The Management Discussion and Analysis report forms part of the Director’s Report.

9. GENERAL SHAREHOLDERS’ INFORMATION

(i) Date, Time & Venue of the 19th Annual General Meeting: Saturday the 22nd day of September, 2012, at 10.00 A.M.at K. B. Room, Oricon House, Maharashtra Chamber of Commerce Path, Fort, Mumbai - 400 001.

(ii) Book Closure Date: 15th September, 2012 to 22nd September, 2012 (both days inclusive).

(iii) Listing on Stock Exchanges:

The Company’s equity shares are listed on:Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers,Dalal Street, Mumbai – 400 001

The annual listing fees for the year 2012-2013 has been paid to the stock exchange.

(iv) Stock Code : 514492 (BSE)Demat ISIN No. in NSDL and CDSL for equity shares: INE198 E 01016

(v) Registrar and Share Transfer Agents: The Company has made arrangements withM/s. RCMC Share Registry (P) Ltd., the common agency for share transfer and depository services. The address ofRCMC is :

RCMC Share Registry (P) Ltd.B-106, Sector-2Noida U.P.- 201 301Tel: 91-120-4015880E-mail: [email protected]

(vi) Share Transfer System: The work related to share transfer in terms of both physical and electronic mode is beingdealt at single point with M/s. RCMC Share Registry (P) Ltd. After the completion of preliminary formalities of transfer/transmission by the Share Transfer Agent, the approval of transfer of shares in the physical form is given by the ShareTransfer Committee.

The share transfer committee, constituted specifically for this purpose, meets periodically as the need arises to approvethe share transfer etc.

The Company has complied with the provisions of the requisite guidelines issued by the regulatory authorities in respectof the transfer of shares and other related matters.

11


(viii) Distribution of Holding as on 31st March, 2012

Nominal Value of Shareholding Shareholders Shareholdings Number % to total Shares % to total

1-5000 561 85.78 75593 2.435001-10000 33 5.05 26143 0.8410001-20000 19 2.90 25322 0.8220001-30000 8 1.22 19283 0.6230001-40000 3 0.46 10776 0.3540001-50000 7 1.07 31848 1.0350001-100000 10 1.53 68481 2.20100001 and above 13 1.99 2849154 91.71

Total 654 100.00 3106600 100.00

(ix) Shareholding Pattern as on 31st March, 2012

Month High (Rs) Low (Rs)April, 2011 26.70 25.15May, 2011 26.50 25.40June, 2011 28.35 27.00July, 2011 27.05 27.00August, 2011 27.00 27.00September, 2011 28.35 28.35October, 2011 27.60 27.00November, 2011 27.00 25.00December, 2011 25.75 25.00January, 2012 25.20 23.00February, 2012 NA NAMarch, 2012 25.70 24.90

Category No. Of Shares held % Of Holding

A. Promoters HoldingIndian Promoters 2320000 74.68

B. Othersa) Private Corporate Bodies 406473 13.08b) Indian Public 378392 12.18c) Clearing Members 1735 0.06

Grand Total 3106600 100.00

(x) Financial Calendar year 2012-2013 (Tentative):Results for the Ist Quarter i.e. March - June : In the Month of July, 2012Results for the IInd Quarter i.e. July - September : In the Month of October, 2012Results for the IIIrd Quarter i.e. October - December : In the Month of January, 2013Results for the IVth Quarter i.e. January - March : In the Month of April, 2013

(xi) Dematerialisation of shares and liquidityAs on 31st March, 2012, 2,761,085 nos. of shares representing 88.88% of the total share capital of the Companywere in dematerialized form.

(xii) Plant Location:Plot No. 32, Sector-6,Faridabad, Haryana - 121 006Tel. # 0129-4251100, 4066601-02

(vii) Stock Market Data for the period 1st April, 2011 to 31st March, 2012Monthly high and low quotations traded at Bombay Stock Exchange during the Financial year 2011-12.

12

(xiii) Service of Documents through electronic mode

As a part of Green Initiatives, the members who wish to receive the notice/documents through e-mail, may kindly intimate their e-mail addressto the Company’s Registrar and Share Transfer Agent, RCMC Share Registry (P) Ltd. to their E-mail id i.e. [email protected].

(xiv) Reconciliation of Share capital and Audit Report

As stipulated by SEBI, a qualified Practising Company Secretary carries out Secretarial Audit to reconcile the total admitted capital with NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. This auditis carried out for every quarter and the report thereon is submitted to the Bombay Stock Exchange Limited. The audit confirms that the total listedand paid - up capital is in agreement with the aggregate of the total number of shares in dematerialised form (held with NSDL and CDSL) andtotal number of shares in physical form.


(xv) Address for Correspondence

Registered Office : 94, Arcadia, Nariman Point, Mumbai- 400 021

Telephone No : 022-22833216

Fax : 022-22876091

E-mail : [email protected]

Shareholders holding shares in electronic mode should address all their correspondence to their respective Depository Participants (DP).

CHAIRMAN’S DECLARATION

I Vinod Kumar Ahuja, Chairman of Mangalam Ventures Limited (Formerly Sonia Textiles Limited) declare that all Board Members andSenior Management Personnel have affirmed compliance with ‘Code of Conduct for Board & Senior Management Personnel’ for theyear ended 31st March, 2012.


13


AUDITORS’ CERTIFICATE ON COMPLIANCE OF CORPORATE GOVERNANCEUNDER CORPORATE GOVERNANCE CLAUSE OF THE LISTING AGREEMENT

To,The Shareholders of Mangalam Ventures Limited (Formerly Sonia Textiles Limited)

We have examined the compliance of conditions of Corporate Governance by Mangalam Ventures Limited (Formerly SoniaTextiles Limited) for the year ended 31st March, 2012 as stipulated in Clause 49 of the Listing Agreement of the said Company withthe Stock Exchange.

The Compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited toa review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance with the conditionsof the Certificate of Corporate Governance as stipulated in the said clause. It is neither an audit nor an expression of opinionon the f inancial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and based on the representationmade by the Directors and Management, we certify that the Company has complied in all material respects with conditions ofCorporate Governance as stipulated in Clause 49 of the above mentioned Listing Agreement.

Further, we state that no investors' grievances are pending for a period of one month against the Company as per the recordsmaintained by the Investors' Grievance Committee.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency oreffectiveness with which the management has conducted the affairs of the Company.

for BANSAL & ASSOCIATESChartered Accountants

(Firm Registration No. 100985 W)

Place : New Delhi S.K. BansalDated : 11th August, 2012 Proprietor

Membership No. 012288

14


AUDITOR’S REPORT TO THE MEMBERS OF

MANGALAM VENTURES LIMITED(FORMERLY SONIA TEXTILES LIMITED)

1. W e have audited the at tached Balance Sheet ofMangalam Ventures Limited (Formerly SoniaTextiles Limited) as at 31st March, 2012, the Statementof Profit and Loss and the Cash Flow Statement of theCompany for the year on that date, both annexed thereto(together referred to as ‘financial statements’). Thesef inancial s tatements are the responsibi l i ty of theCompany’s Management. Our responsib il i t y is toexpress an opinion on these financial statements basedon our audit.

2. W e conducted our audit in accordance with auditingstandards generally accepted in India. Those standardsrequire that we plan and perform the audit to obtainreasonable assurance about whether the f inancialstatements are free of material mis-statement. An auditincludes examining, on a test basis, evidence supportingthe amounts and disclosures in the financial statements.An audit also inc ludes assess ing the accountingprinciples used and signif icant estimates made bymanagement, as well as evaluating the overall financialstatements presentation. W e believe that our auditprovides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order,2003 {as amended by the Companies (Auditors’s Report)(Amendment) Order, 2004} issued by the Governmentof India in terms of sub-section 4A of Section 227 ofthe Companies Act, 1956 we enclose in the Annexure astatement on the matters specified in paragraphs 4 and5 of the said Order.

4. Further to our comments in the Annexure referred toabove, we report that :

a) W e have obtained all the information andexplanations which to the best of our knowledgeand belief were necessary for the purpose of ouraudit;

b) In our opinion, proper books of accounts asrequired by law have been kept by the Companyso far as appears from our examination of thosebooks;

c) The Balance Sheet, the statement of Profit andLoss and the Cash Flow Statement dealt with by

this report are in agreement with the books ofaccount;

d) In our opinion, the Balance Sheet, the statement ofProfit and Loss and the Cash Flow Statement dealtwith by this report comply with the AccountingStandards referred to in sub-section (3C) ofSection 211 of the Companies Act, 1956;

e) On the bas is of the wr itten representationsreceived from the Directors, as on 31st March, 2012taken on record by the Board of Directors, wereport that none of the Directors is disqualified ason 31st March, 2012 from being appointed as aDirector in terms of clause (g) of sub section (1)of Section 274 of the Companies Act, 1956;

f ) In our opinion and to the best of our informationand according to the explanations given to us, thesaid account read together with the signif icantaccounting policies and other notes thereon givethe information required by the Companies Act,1956, in the manner so required and give true andfair view in conformity with the accountingprinciples generally accepted in India;

i) In the case of the Balance Sheet, of the stateof affairs of the Company as at 31st March,2012,

ii) In the case of the statement of Profit andLoss , of the Profit of the Company for theyear ended on that date; and,

iii) In the case of the Cash Flow Statement, ofthe cash flows of the Company for the yearended on that date.

For BANSAL & ASSOCIATESChartered Accountants


Place : New Delhi S.K. BANSALDated : 11th August, 2012 Propr ietor


15


ANNEXURE REFERRED TO IN PARAGRAPH (3) OF THEAUDITOR’S REPORT OF EVEN DATE

1. In respect of its fixed assets :a) The Company has maintained proper records

showing full part iculars, including quantitativedetails and situation of f ixed assets.

b) As explained to us, the f ixed assets have beenphysically verified by the Management at regularintervals in accordance with a phased programmeof verification adopted by the Company, which inour opinion, is reasonable having regard to thesize of the Company and the nature of its assets.According to the information and explanationsgiven to us, no material discrepancies werenoticed on such verif ication however the samehave been adjusted in the books of account.

c) The fixed assets disposed off during the year, inour opinion, do not constitute a substantial partof the f ixed assets of the Company and suchdisposal has , in our opinion, not affected thegoing concern status of the Company.

2. In respect of its inventories :a) As explained to us, inventories have been

physically veri f ied dur ing the year by theManagement at reasonable intervals except forinventories lying with outside parties, which have,however, been confirmed by them.

b) In our opinion and according to the informationand explanations given to us, the procedures ofphysical verif ication of inventories followed bythe Management are reasonable and adequate inrelation to the size of the Company and the natureof its business.

c) In our opinion and according to the informationand explanations given to us, the Company hasmaintained proper records of its inventories andno material discrepancies were noticed on suchphysical verif ication however the same havebeen properly dealt with in the books of accounts.

3. The Company has neither granted nor taken anyloans, secured or unsecured to / from companies,f irms or other part ies covered in the regis termaintained under Section 301 of the Companies Act,1956.

4. In our opinion and according to the information andexplanations given to us, there is adequate internalcontrol system commensurate with the size of theCompany and the nature of its business, for thepurchase of inventory and fixed assets and for thesale of goods.

5. In our opinion, and to the best of our knowledge andbelief and according to the information andexplanations given to us, there are no transactionswhich are required to be entered in the registers

maintained under Section 301 of the Companies Act,1956.

6. In our opinion and according to the information andexplanations given to us, the Company has notaccepted any deposi ts f rom the publ ic andconsequently, the provisions of Section 58A, 58AAor any other relevant provisions of the CompaniesAct, 1956 and the Rules framed thereunder and thedirectives issued by the Reserve Bank of India arenot applicable.

7. In our opinion, the Company has an internal auditsystem commensurate with the size and the natureof its business.

8. According to the information and explanations givento us, the Cent ral Government has prescribedmaintenance of cost records under section 209(1)(d)of the Companies Act, 1956 in respect of certainmanufacturing activities of the Company. We havebroadly reviewed the accounts and records of theCompany in this connection and are of the opinion,that prima facie, the prescribed accounts and recordshave been made and maintained. W e have not,however, carried out a detailed examination of thesame.

9. In respect of statutory dues :a) According to the records of the Company, it has

been regular in depositing undisputed statutorydues including provident fund, employees’ stateinsurance, investor education and protection fund,income tax, sales tax, wealth tax, service tax,customs duty, excise duty and other statutorydues with the appropriate authorities during theyear. According to the informat ion andexplanations given to us, no undisputed amountspayable in respect of aforesaid dues wereoutstanding as at 31st March, 2012 for a period ofmore than six months from the date of becomingpayable.

b) The disputed statutory dues aggregating toRs. 9.81 lacs that have not been deposited onaccount of matters pending before appropriateauthorities are as under:

Name of Nature of Disputed Forum whereStatute Dues Amount dispute is

(Rs. in lacs) Pending

HLADT Interest on 5.27 Sales Tax TribunalAct 2000 Entry Tax Chandigarh

CEA, 1944 Interest on 4.54 CES TATExcise Duty New Delhi

16


10. The Company has no accumulated losses as at theend of the financial year and the Company has notincurred any cash losses during the current and inthe immediately preceding financial year.

11. Based on our audit procedure and on the basis ofthe inf ormation and explanations given by theManagement, we are of the opinion that the Companyhas not defaulted in the repayment of dues to financialinstitutions and banks. The Company does not haveany borrowings by way of debentures.

12. In our opinion and according to the information andexplanations given to us, no loans and advanceshave been granted by the Company on the basis ofsecurity by way of pledge of shares, debenturesand other securities.

13. In our opinion, the Company is not a chit fund or anidhi / mutual benefit fund / society. Therefore, clause4 (xiii) of the Companies (Auditors’ Report) Order,2003 is not applicable to the Company.

14. In our opinion and according to the information andexplanations given to us, the Company has not dealtor traded in shares, securities, debentures and otherinvestments. However in respect of its investmentsthe company has maintained proper records of thetransactions and contents as well as timely entrieshave been made therein.These investments havebeen held by the Company in its own name.

15. According to the information and explanations givento us, the Company has not given any guarantee forloans taken by others f rom banks or f inancialinstitutions.

16. On the basis of records examined by us, we have tostate that, the Company has prima facie, applied theterm loans for the purpose for which these wereobtained.

17. Acccording to the Cash Flow Statement and otherrecords examined by us and the information andexplanations given to us, on an overall examinationof the financial statements of the Company, we areof the opinion that, funds raised on short term basishave prima facie not been used during the year forlong term investment.

18. The Company has not made any preferent ialallotment of shares during the year.

19. No debentures have been issued by the Companyduring the year.

20. The Company has not raised any money by way ofpublic issue during the year.

21. During the course of our examination of the booksand records of the Company, car r ied out inaccordance with the generally accepted accountingpractices in India, and according to the informationand explanation given to us, we have neither comeacross any instances of fraud on or by the Company,noticed or reported during the year nor have webeen informed of such case by the management.

For BANSAL & ASSOCIATESChartered Accountants


Place : New Delhi S.K. BANSALDated : 11th August, 2012 Propr ietor


17


BALANCE SHEET AS AT 31ST MARCH, 2012

Note As at 31.03.2012 As at 31.03.2011

I) EQUITY AND LIABILITIES :(1) Shareholders’ Funds

Share Capital 2 31,066,000 31,066,000Reserves and Surplus 3 82,013,854 78,764,469

(2) Non-current Liabilities(a) Long- term Borrowings 4 2,737,487 6,516,567(b) Deferred tax Liabilities(Net) 5 12,376,233 13,826,329

(3) Current Liabilities(a)Short-term borrowings 6 49,147,763 51,248,306(b)Trade Payables 7 24,295,150 41,478,682(c) Other Current Liabilities 8 8,255,890 8,067,896(d) Short-term Provisions 9 3,542,773 7,105,441

TOTAL 213,435,150 238,073,690II ) ASSETS(1) Non-current Assets(a) Fixed Assets

(i) Tangible Assets 10 92,827,685 97,581,404(ii) Intangible Assets 10 3,416,499 5,150,884(iii) Capital Work-in-progress - 2,036,772

(b) Non-current Investments 11 7,699,253 10,203,946(c) Long term Loans & Advances 12 1,201,554 1,176,554(2) Current Assets(a) Inventories 13 92,251,105 95,075,399(b) Trade Receivables 14 3,525,480 7,307,872(c) Cash and Cash Equivalents 15 2,382,873 4,021,032(d) Short-term Loans and Advances 16 8,993,293 12,677,008(e) Other Current Assets 17 1,137,408 2,842,819

TOTAL 213,435,150 238,073,690

Significant Accounting Policies 1

Accompanying notes form an integral part of the f inancial statements

In terms of our report of even dateFor BANSAL & ASSOCIATESChartered Accountants(Firm Registration No. 100985 W)

S.K. BANSAL VINOD KUMAR AHUJA CHAIRMANProprietor AJAY KUMAR SHARAT JAIN WHOLE TIME DIRECTORMembership No. 012288 COMPANY SECRETARY R.S. HEGDE WHOLE TIME DIRECTOR

Dated : 11th August, 2012Place : New Delhi

(Amount in Rupees)

18


STATEMENT OF PROFIT AND LOSS FOR THE YEARENDED 31ST MARCH, 2012

Note 31.03.2012 31.03.2011

INCOME

Revenue from operations 18 365,914,525 393,267,959

Other Income 19 1,004,442 1,347,577

TOTAL REVENUE 366,918,967 394,615,536

EXPENSES

Cost of materials consumed 20 185,255,862 231,262,573

Change in inventories of finished goods and work-in- 21 (1,480,397) (41,481,694)

progress

Employee Benefits Expense 22 28,084,083 28,012,385

Finance Costs 23 7,468,251 9,234,481

Depreciation and Amortization Expense 24 9,858,362 10,683,587

Other Expenses 25 131,985,214 148,585,565

TOTAL EXPENSES 361,171,375 386,296,897

Profit Before Tax 5,747,592 8,318,639Tax Expense:

(1) Current Tax (including earlier years Rs. 218,085/-) 3,743,085 4,100,000(2) Deferred Tax (1,450,096) (333,398)

Profit After Tax 3,454,603 4,552,037

Earning per Equity Share - Basic/ Diluted 26 1.11 1.47

Significant Accounting Policies 1

Accompanying notes form an integral part of the f inancial statements




(Amount in Rupees)


19

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2012

1. Significant Accounting Policies

a) Basis of Preparation of Financial Statements : The Financial Statements have been prepared under the Historical Cost

Convention in accordance with generally accepted accounting principles and the provisions of the Companies Act, 1956 as

adopted consistently by the Company. The same are prepared on a going concern basis.

All assets and liabilities have been classified as current or non-current as per the operating cycle criteria set out in the

Revised Schedule VI to the Companies Act, 1956.

b) Use of Estimates : The preparation of f inancial s tatements requires management to make certain estimates and

assumptions that affect the amounts reported in the financial statements and notes thereto. Differences between actual

results and estimates are recognised in the period in which they materialise.

c) Subsidy : Government subsidies available to the Company are recognised when there is a reasonable assurance of

compliance with the conditions attached to such subsidies and where benefits in respect thereof have been earned and

it is reasonably certain that the ultimate collection will be made. Subsidy on specified fixed assets under TUF scheme is

treated as deferred Subsidy and is recognised as income in the Statement of Profit and Loss account over its useful life.

d) Fixed Assets : Fixed Assets are stated at the acquisition cost including directly attributable cost for bringing the assets

to working condition for use. Pre-production cost including interest on specif ic loan for the project incurred till the project

is ready for commercial production is capitalised.

An Intangible asset is recognized, where it is probable that the future economic benefits attributable to the asset will flow

to the enterprises and where its cost can be reliably measured. Intangible assets are stated at cost of acquisition less

amortization.

Capital work-in-progress comprises capital assets which are not yet put to use.

e ) Depreciation and Amortization : Depreciation on the fixed assets is provided at the rates specified in Schedule-XIV of

the Companies Act, 1956, on Straight Line Method. Amortization on the intangible assets is provided on the straight line

method based on management’s estimate of useful life i.e. 4 years for Knowledge-based content.

f) Investments : Long Term Investments are stated at cost. Current Investments are stated at cost and/or quoted value/

fair value whichever is less.

g) Inventories : Raw materials, stores, spares and packing materials are valued on First In First Out basis at cost. Work in

progress is valued at estimated cost. Finished goods are valued at lower of cost or net realisable value.

h) Foreign Currency Transactions : Transactions in foreign currency are accounted at the exchange rates prevailing on

the date of transactions. The assets and liabilities receivable/payable in foreign currency at the year end are stated at the

average foreign exchange rates of forward exchange contracts and the uncovered amount valued at exchange rate


20

NOTE (1) Continued..........

prevailing at the year end. The overall gain/loss, if any, on realisation of current assets/liabilities is dealt with in the

Statement of Profit and Loss . Profit or Loss arising on cancellation of forward exchange contracts is recognised in

the period in which the contract is cancelled.

i) Recognition of Income and Expenditure : All income and expenditure is accounted on accrual basis. Export sales

are accounted on the basis of date of Bill of Lading. Sales are shown exclusive of sales tax.

j) Employee Benefits :

Contribution to Provident and other funds are funded with the appropriate authorities and charged to the Statement of

Profit and Loss.

Liabilitiy for gratuity and earned leaves at the year end is provided on the basis of actuarial valuation and funded with

Life Insuarance Corporation of India and charged to the Statement of Profit and Loss.

k ) Taxation :

Provision for current income tax is made on the taxable income using the applicable tax rates and tax laws.Deferred

tax arising on account of timing differences and which are capable of reversal in one or more subsequent periods is

recognised using the tax rates and tax laws that have been enacted or substantively enacted.

l) Borrowing Cost :

Interest and other costs incurred in connection with borrowing of the funds are charged to revenue on accrual basis

except those borrowing costs which are directly attributable to the acquisition or construction of those fixed assets

, which necessarily take a substantial period of time to get ready for their intended use. Such costs are capitalised

with the f ixed assets.

m ) Earnings Per Share:

The earnings considered in ascertaining the Company’s EPS comprise of the net profit after tax. The number of shares

used in computing basic EPS is the weighted average number of shares outstanding during the period.The diluted EPS

is calculated on the same basis as basic EPS, after adjusting for the effects of potential dilutive equity shares unless

the effect of the potential dilutive equity shares is anti dilutive.

n) Provisions & Contingent Liability :

Provisions are recognised when the Company has a present obligation as a result of past events; it is more likely than

not that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated.

A contingent liability is disclosed where there is a possible obligation or a present obligation that may, but probably will

not, require an outf low of resources.

21


NOTES FORMING PART OF THE FINANCIAL STATEMENTS

Note As at 31.03.2012 As at 31.03.2011

2. SHARE CAPITAL

Author ised

10,000,000 Equity Shares(Previous year 10,000,000) of Rs. 10/- each 100,000,000 100,000,000

5,000,000 Preference Shares(Previous year 5,000,000) of Rs. 10/- each 50,000,000 50,000,000

150,000,000 150,000,000

Issued, Subscribed and Paid up

3,106,600 Equity Shares of Rs. 10/- each fully paid up 31,066,000 31,066,000(Previous year 3,106,600 Equity Shares)

TOTAL 31,066,000 31,066,000

2.1 The Company has only one class of equity shares having face value of Rs. 10/- per share. Each holder of equity shares isentitled to one vote per share. The dividend proposed, if any, by the Board of Directors is subject to the approval of theshareholders in the ensuing Annual General Meeting except in case of interim dividend. In the event of liquidation of theCompany, the holders of equity shares will be entitled to receive remaining assets of the Company af ter distribution of allpreferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

2.2 Reconciliation of shares outstanding at the beginning and at the end of the year

No. of shares Amo unt No. of shares Amo unt

At the beginning of the year 3,106,600 31,066,000 3,106,600 31,066,000

Add: Shares issued during the year NIL NIL NIL NIL

Less: Shares bought back during the year NIL NIL NIL NIL

Add: Other movement during the year NIL NIL NIL NIL

Outstanding at the end of the year 3,106,600 31,066,000 3,106,600 31,066,000

2.3 Shareholders holding more than 5% shares

No. of shares % held No. of shares % held

Windermere Exports Pvt. Ltd. 11,10,100 35.73 11,10,100 35.73Smt. Madhu Jain 403,900 13.00 403,900 13.00Shri Sharat Jain 400,300 12.89 400,300 12.89Shri Rajendra Kumar Jain 400,100 12.88 400,100 12.88

(Amount in Rupees)

22



Note As at 31.03.2012 As at 31.03.2011

2.4 Shares held by holding/Subsidiary/Associates

No. of shares % held No. of shares % held

Windermere Exports Pvt. Ltd. 11,10,100 35.73 11,10,100 35.73Preeti Vanijya Pvt. Ltd. 300 0.01 300 0.01

2.5 Aggregate number of shares issued for consideration NIL NILother than cash, bonus shares issued and sharesbought back during the period of 5 years immediatelypreceding the reporting date

3. RESERVES AND SURPLUS

(a) General Reserve

Balance at the beginning and end of the year 34,598,585 34,598,585

(b) Surplus in the Statement of Profit and Loss

Balance at the beginning of the year: 43,011,195 38,459,158Add: Profit during the year 3,454,603 4,552,037Balance at the end of the Year 46,465,798 43,011,195

(c ) Deferred Subsidy 949,471 1,154,689TOTAL 82,013,854 78,764,469

4. LONG TERM BORROWINGS

Secured Loans -From Banks

Term Loan 780,236 3,280,236Vehicle Loans 1,957,251 3,236,331

TOTAL 2,737,487 6,516,567

i) Term Loan is secured by first charge on fixed assets (Building and Plant & Equipments) purchased out of Loan.

ii) Vehicle loans are secured against the hypothecation of the respective vehicle.

(Amount in Rupees)

23


5. DEFERRED TAX LIABILITIES

a) Deferred Tax Liability:

i) Depreciation and Amortization 12,569,555 13,826,329

ii) Deferred Subsidy 308,056 -

Total Deferred Tax Liability (A) 12,877,611 13,826,329

b) Deferred tax Asset:

Provision for Doubtful Debts 501,378 -

Total Deferred Tax Assets (B) 501,378 -

Net Deferred Tax Liability(A-B) 12,376,233 13,826,329

6. SHORT TERM BORROWINGS

Secured , Loan repayable on demand - From a Bank

Working Capital Borrowings 49,147,763 51,248,306

TOTAL 49,147,763 51,248,306

Working Capital borrowings are secured by hypothecation of entire current assets. It is further collaterally secured by equitablemortgage of factory’s land and buildings located at Plot No.-32, Sector-6, Faridabad - 121006 (Haryana) and hypothecation charge overthe entire plant and equipments and entire fixed assets of the Company. It is further secured by the guarantee of a Director of theCompany.

7. TRADE PAYABLES

Trade Payables 24,295,150 41,478,682

TOTAL 24,295,150 41,478,682

NOTES FORMING PART OF THE FINANCIAL STATEMENTS (Amount in Rupees)

Note As at 31.03.2012 As at 31.03.2011

24

Mangalam Ventures Limited(Formerly Sonia Textiles Limited) Nineteenth Annual Report

8. OTHER CURRENT LIABILITIES

Current maturities of long term debts 4,279,080 4,161,560

Statutory dues payables 908,707 1,148,654

Employees benefits payable 1,378,148 1,232,008

Other payables* 1,689,955 1,525,674

TOTAL 8,255,890 8,067,896

* Other payables also includes advance from customers.

9. SHORT TERM PROVISIONS

Provision for taxation 3,542,773 7,105,441

TOTAL 3,542,773 7,105,441


Note As at 31.03.2012 As at 31.03.2011

25


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26


11. NON CURRENT INVESTMENTS - Long TermFace Quantity Amount Quantity AmountValue(Rs.) Nos. Rs. Nos. Rs.

(A ) Equity Shares -Quoted, Fully Paid Up

J Kumar Infraprojects Ltd. 01 6900 1,784,669 6900 1,784,669Prakash Industries Ltd. 10 500 113,086 500 113,086Spice Jet Ltd. 02 29250 2,215,840 29250 2,215,840State Bank of India 10 300 960,908 300 960,908Vardhman Textiles Ltd. 10 11 3,758 10350 3,629,443

TOTAL 5,078,261 8,703,946(B) Equity Shares -Unquoted, Fully Paid Up

Vardhman Special Steels Ltd.* 10 2070 120,992 Nil Nil

(C) Milestone Real Estate Fund - Unquoted, Fully Paid-up

IL & FS Milestone Fund- II 1000 2500 2,500,000 1500 1,500,000TOTAL (A+B+C) 7,699,253 10,203,946

Aggregate amount of quoted investments 5,078,261 8,703,946

Market Value of quoted Investment 2,539,390 5,572,375

Aggregate amount of Unquoted Investment 2,620,992 1,500,000

* Shares received pursuant to demerger scheme of Vardhman Textiles Ltd.

12. LONG TERM LOANS AND ADVANCES(Unsecured considered good by the Management)

Security Deposits 1,201,554 1,176,554

TOTAL 1,201,554 1,176,554

13. INVENTORIES

(As taken, valued and certif ied by the Management)

Raw Materials (at cost) 26,634,809 31,698,060

Work in progress (at estimated cost) 36,528,428 36,743,593

Finished Goods (at lower of cost or net realisable value) 26,923,930 25,228,368

Stores, Spares & Packing Materials (at cost) 2,163,938 1,405,378

TOTAL 92,251,105 95,075,399


Note As at 31.03.2012 As at 31.03.2011

Mangalam Ventures Limited(Formerly Sonia Textiles Limited) Nineteenth Annual Report

27

14. TRADE RECEIVABLES

Unsecured

Over Six month - Considered Good 1,677,318 1,722,817- Considered Doubtful 1,545,318 1,545,318

3,222,636 3,268,135

Less : Provision for doubtful debts 1,545,318 1,545,3181,677,318 1,722,817

Other Debts - Considered Good 1,848,162 5,585,055

TOTAL 3,525,480 7,307,872

15. CASH AND CASH EQUIVALENTS

Cash on hand 545,465 999,562

Balances with Banks

On Current Accounts 987,680 1,903,514

On Term Deposit Account 2,00,000 2,00,000

On Margin Money Account 6,00,000 9,00,000

On Interest Accrued Account 49,728 17,956

TOTAL 2,382,873 4,021,032

16. SHORT TERM LOANS AND ADVANCES(Unsecured and considered Good)

Advance Income Tax 3,430,836 7,502,640

Advance to Employees 396,296 308,850

Refundable from tax Authorities 2,981,727 3,355,576

Advance to supplier 1,643,676 526,304Others 540,758 983,638

TOTAL 8,993,293 12,677,008

17. OTHER CURRENT ASSETS :

Export Incentive Receivable 1,137,408 2,842,819

TOTAL 1,137,408 2,842,819


Note As at 31.03.2012 As at 31.03.2011

28


18. REVENUE FROM OPERATIONS(a) Sale of ProductsExport 330,222,374 340,115,815Domestic 3,683,389 3,268,334(b) Other Operating RevenuesDuty drawback 24,097,753 27,723,816Job Work 6,031,743 5,655,529Scrap 2,462,424 2,764,174Exchange rate f luctuations (net) (1,246,229) 13,246,791Others 663,071 493,500

TOTAL 365,914,525 393,267,959

19. OTHER INCOME

Bank Interest 94,111 65,714 Subsidies 205,218 1,045,165

Dividend Income 229,100 85,937Miscellaneous Income 476,013 150,761

TOTAL 1,004,442 1,347,577

20. COST OF RAW MATERIALS CONSUMED

Opening Stock of Raw Materials 31,698,060 10,813,502

Add : Purchase of Raw Materials 112,556,024 167,054,669

144,254,084 177,868,171Less : Closing Stock of Raw Materials 26,634,809 31,698,060

Consumption of Raw Materials 117,619,275 146,170,111

Purchase of Semi/ finished fabrics 67,636,587 83,266,362

185,255,862 229,436,473

Others - 1,826,100

TOTAL 185,255,862 231,262,573

Note 2011-12 2010-11

(Amount in Rupees)


29


Note 2011-12 2010-11

(Amount in Rupees)


21. CHANGE IN INVENTORIES OF FINISHED GOODS ANDWORK IN PROGRESS(Increase)/Decrease in Stock of Finished GoodsClosing Stock 26,923,930 25,228,368

Less : Opening Stock 25,228,368 1,012,450(1,695,562) (24,215,918)

(Increase)/Decrease in Work in ProgressClosing Stock 36,528,428 36,743,593Less : Opening Stock 36,743,593 19,477,817

215,165 (17,265,776)

TOTAL (1,480,397) (41,481,694)

22. EMPLOYEES BENEFITS EXPENSESalaries and W ages 22,923,818 24,087,388Contribution to Provident & other funds 3,266,714 2,237,132Staff Welfare Expenses 1,893,551 1,687,865

TOTAL 28,084,083 28,012,385

23. FINANCE COSTSInterest Expense 5,580,110 6,067,312Bank Charges 1,888,141 3,167,169

TOTAL 7,468,251 9,234,481

24. DEPRECIATION AND AMORTIZATION EXPENSE Depreciation of Tangible Assets 8,123,977 8,949,202 Amortization of Intangible Assets 1,734,385 1,734,385

TOTAL 9,858,362 10,683,587

30


25. OTHER EXPENSES

Processing Charges 65,782,390 72,899,256

Stores, Spares & Packing Materials Consumed 15,513,730 19,635,377

Power and Fuel 22,101,872 23,700,411

Repair and Maintenance

Plant and Machinery 4,209,587 3,563,778

Building 1,945,647 2,646,207

Others 1,552,566 1,324,556

7,707,800 7,534,541

Insurance 1,038,735 906,321

Rates and Taxes 245,705 214,998

Freight and Cartage Outward 5,329,610 9,631,500

Miscellaneous Expenses 12,019,449 12,958,759

Loss/(Profit) on Sale of Fixed Assets(Net) 1,014,531 (15,332)

Loss/(Profit) on sale of Investments(Net) 1,231,392 1,119,734

TOTAL 131,985,214 148,585,565

26. EARNING PER SHARE

Net Profit as per Statement of Profit and Loss 3,454,603 4,552,037

Net profit available to Equity Shareholders 3,454,603 4,552,037

No. of Equity Shares at year end 3106600 3106600

Weighted average no. of Equity shares 3106600 3106600

Basic and Diluted Earning per share 1.11 1.47

Face value per Equity Share(Rs.) 10.00 10.00

Note 2011-12 2010-11

(Amount in Rupees)



31

27. GRATUITY

(A) Changes in present value of ObligationPresent value of obligation at the beginning of the year 4,057,726 3,138,643Interest Cost 324,618 251,091Current Service cost 430,735 302,621Benefits Paid (467,797) (0.00)Actuarial (gain)/Loss on obligations 470,569 365,371Present value of obligations at the end of the year 4,815,851 4,057,726

(B) Changes in fair value of plan assetsFair value of plan assets at the beginning of the year 4,800,901 3,697,015Expected Return on plan assets 438,756 368,098Contributions 613,939 735,788Benefits Paid (467,797) (0.00)Actuarial gain/(Loss) on plan assets NIL NILFair Value of Plan assets at the end of the year 5,385,799 4,800,901

(C) Fair value of plan assetsFair value of plan assets at the beginning of the year 4,800,901 3,697,015Actual Return on plan assets 438,756 368,098Contributions 613,939 735,788Benefits Paid (467,797) (0.00)Fair Value of Plan assets at the end of the year 5,385,799 4,800,901Funded Status 569,948 743,175

(D) Expenses Recognised in the Statement of Profit and LossCurrent Service cost 430,735 302,621Interest Cost 324,618 251,091Expected Return on plan assets (438,756) (368,098)

(E) Assumptions at the valuation dateDiscount Rate 8.00% 8.00%Salary Escalation Rate 6.00% 6.00%

28. SEGMENT INFORMATION

As the Company operates in a single business segment “ Readymade Garments”, the segment information in terms ofAccounting Standard -17 are not required to be given.

Note 2011-12 2010-11

(Amount in Rupees)



32


29. RELATED PARTY DISCLOSURE

Related parties with whom transactions have taken place during the year:

a) Key Management Personnel

i) Shri Sharat Jain - Whole Time Director

ii) Shri R.S. Hegde - WholeTime Director

b) Relatives of Key Management Personnel

Smt. Rachna Jain wife of Shri Sharat Jain - Whole Time Director

c) Enterprise owned or significantly influenced by key management personel or their relatives -

1) Preeti Vanijya Pvt. Ltd.

2) W indermere Exports Pvt. Ltd.

3) Sonia International

The following table provides the total amount of transactions that have been entered in to with related parties for the relevantf inancial year-

c) AssociateWindermere Exports Pvt. Ltd. Purchase of capital goods 759,034 Nil

and others

30. CONTINGENT LIABILITIES

a) Unutilised amount of letters of credit established Rs. NIL (Previous Year Rs. 9,682,747/-)

b) Claims against the Company not acknowledged as debts Rs. 981,000/- (Previous Year Rs. 981,000/-)

31. There are no companies/enterprises under Micro, Small & Medium Enterprises Development Act, 2006, to whom the Companyowes dues on account of principal amount together with interest and accordingly no additional disclosure have been made. Theabove information regarding micro, small & medium enterprises have been determined to the extent such parties have beenidentified on the basis of information available with the Company.

Transaction Value for the Year (Rs.)

2011-12 2010-11

a) Key Management Personneli) Shri Sharat Jain Remuneration 2,428,800 2,428,800ii) Shri R. S. Hegde Remuneration 1,074,082 949,646

b) Relatives of Key Management PersonnelSmt. Rachna Jain Salary and allowance 328,800 328,800

Nature of TransactionName of Related Party


32. VALUE OF IMPORTS ON CIF BASIS

Packing Material/Accessories 5,163,401 5,880,395

Raw Materials 1,163,081 1,062,510

Components and spare parts 7,456 324,033

TOTAL 6,333,938 7,266,938

33. EXPENDITURE IN FOREIGN CURRENCY

Travelling 734,035 502,447

Others/Bank Charges 401,242 1,377,905

34. IMPORTED AND INDIGENOUS RAW MATERIALS,COMPONENTS AND SPARE PARTS CONSUMED

(A) Raw Materials

% of Total % of TotalConsumption Value Consumption Value

Imported 1.90 3,520,265 1.74 4,002,620

Indigenous 98.10 181,735,597 98.26 225,433,853

TOTAL 100.00 185,255,862 100.00 229,436,473

(B) Spare Parts and Components

% of Total % of TotalConsumption Value Consumption Value

Imported 0.81 10,316 40.36 976,948

Indigenous 99.19 1,270,316 59.64 1,443,745

TOTAL 100.00 1,280,632 100.00 2,420,693

35. SALES AND STOCK PARTICULARSOF FINISHEDGOODS

Sales Value 333,905,763 343,384,149

Closing Inventory 26,923,930 25,228,368

Opening Inventory 25,228,368 1,012,450

33

Note 2011-12 2010-11

(Amount in Rupees)



34

36. EARNINGS IN FOREIGN CURRENCYExport of goods calculated on FOB basis 336,383,967 350,480,774

Others 577,583 1,954,773

37. EMPLOYEES BENEFITS EXPENSESINCLUDES DIRECTOR’S REMUNERATIONSalary 3,225,000 3,137,500

Monetary value of perquisites 208,402 179,205

Contribution to EPF/EFPF 69,480 61,740

TOTAL 3,502,882 3,378,445

* It does not include contribution to the gratuity and leave encashment fund as individual amount is not ascertainable.

38. PAYMENT TO AUDITORSAs Auditor:Statutory Audit Fees 50,000 50,000

Tax Audit Fees 20,000 20,000

Others 7,210 7,210

39. IMPAIRMENT OF ASSETSNo material impairment of Assets has been identified by the Company as such no provision is required as per AccountingStandards (AS 28) issued by the Institute of Chartered Accountants of India.

40. PREVIOUS YEARS FIGURESThe f inancial statements for the year ended 31st March, 2011 were prepared as per the, then applicable erstwhileSchedule-VI to the Companies Act, 1956. Consequent to the notification of Revised Schedule -VI under the CompaniesAct, 1956, f inancial statements for the year ended 31st March, 2012 are prepared as per Revised Schedule -VI.Accordingly the previous year f igures have also been reclassif ied to conform to this classif ication for adoption ofRevised Schedule-VI. The previous year’s figures does not impact recognition and measurement principles followed forpreparation of f inancial statements.




Note 2011-12 2010-11

(Amount in Rupees)


35


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2012

2011-12 2010-11

A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before tax 57.48 83.19Adjustment for :Depreciation and Amortization Expenses 98.58 106.83Interest and Bank Charges 74.68 92.34Deferred Subsidy (2.05) (2.05)Loss on sale of Fixed Assets & non current investments 22.46 193.67 11.04 208.16

Operating Profit before working capital changes 251.15 291.35

Adjustment for :Trade and other receivables 91.47 300.03Inventories 28.24 (619.45)Trade Payables & other liabilities (205.58) (85.87) 175.04 (144.38)

Cash generated from operations 165.28 146.97Interest and Bank Charges (74.68) (92.34)Direct Taxes paid (37.43) (112.11) (41.00) (133.34)

Cash flow from operating activities 53.17 13.63Prior period adjustments - (39.01)

Net Cash from operating activities 53.17 (25.38)

B. CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets & non current investments (39.77) (309.21)Sale of Fixed Assets & non current investments 29.02 177.06Net cash used in investing activities (10.75) (132.15)

C . CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from short term & long term borrowings (58.80) 179.49Net cash used in financial activities (58.80) 179.49

Net increase in cash and cash equivalents (16.38) 21.96Opening Balance of Cash and Cash Equivalents 40.21 18.25Closing Balance of Cash and Cash Equivalents 23.83 40.21




(Rupees in Lacs)

36


ATTENDANCE SLIP


Registered Office : 94, Arcadia, Nariman Point, Mumbai - 400 021

PLEASE FILL IN ATTENDANCE SLIP AND HAND IT OVER AT ENTRANCE OF THE MEETING HALL. Joint Shareholders may obtainadditional Attendance Slip on request

NAME AND ADDRESS OF THE SHAREHOLDER Master Folio No. / Client ID

No. of Shares held :

I hereby record my presence at the Nineteenth Annual General Meeting of the Company held on Saturday, the 22nd September, 2012at 10.00 A.M. at K. B. Room, Oricon House, Maharashtra Chamber of Commerce Path, Fort, Mumbai - 400 001

SIGNATURE OF THE SHAREHOLDER OR PROXY*

*Strike whichever is not applicable... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tear Here ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PROXY FORM


Registered Office : 94, Arcadia, Nariman Point, Mumbai - 400 021

Master Folio No. / Client ID

I/We................................................................................................ ...............................................................................................

of.................................................................................................. ..........................................................being a member/members

of Mangalam Ventures Limited (Formerly Sonia Textiles Limited) hereby appoint .............................................................................

of.................................................................................................. .................................................................................................

or failing him...................................................................................... of .......................................................................................as my/our proxy to vote for me/us and on my/our behalf at the Nineteenth Annual General Meeting of the Company to be held onSaturday, the 22nd September, 2012 or at any adjournment thereof

Signed this ......................day of..................... 2012.

NOTE : The proxy must be returned so as to reach the Registered Office of the Company not less than 48 hours before the time forholding the aforesaid meeting. The proxy need not be a member of the Company.

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