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NOTICENOTICE is hereby given that the Twenty-Seventh Annual
General Meeting of the Members of Khator Fibre &
Fabrics Limited will be held on Saturday, 31st , August,
2013 at 12.00 A.M. at Hotel Imperial, Arvind Marg, M. I.
Road, Jaipur, Rajasthan – 302 001 to transact the
following business:
ORDINARY BUSINESS
1. To receive, consider and adopt the Audited Balance
Sheet as at 31st March, 2013, Audited Profit and Loss
Account for the year ended on that date and the
Reports of the Board of Directors and the Auditors
thereon.
2. To re-appoint a Director in place of Mr. Arvindkumar
S. Khator, who retires by rotation and being eligible
offers himself for re-appointment.
3. To re-appoint M/s. S. R. Goyal and Co., Chartered
Accountants as Statutory Auditors of the Company
and to fix their remuneration.
By Order of the Board of Directors
Sd/-
Place: Mumbai Kailash Khator
Dated: 30th May, 2013 Mg. Director
NOTES:
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE
MEETING IS ENTITLED TO APPOINT A PROXY TO
ATTEND AND VOTE INSTEAD OF HIMSELF AND A
PROXY NEED NOT BE A MEMBER OF THE COMPANY.
PROXY FORM IS ENCLOSED ALONG WITH THIS
NOTICE.
2. The Proxy Form, in order to be effective, should be
duly completed, stamped and signed and must be
deposited at the Registered Office of the Company
not less than 48 hours before the commencement
of the Meeting.
3. For the convenience of the shareholders, Attendance
Slip is annexed to this notice. Shareholders/Proxy
Holders are requested to fill in and affix their
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signatures at the space provided therein and
surrender the same at the venue.
4. The Register of Members and Share Transfer
Register of the Company will remain closed from
Monday, 26th August, 2013 to Saturday,31st August,
2013. (both the days inclusive).
5. Corporate Members intending to send their
authorized representatives at the Meeting are
requested to send a certified true copy of the Board
Resolution authorizing their representative to attend
and vote on their behalf at the Meeting.
6. In case of joint holders attending the Meeting, only
such joint holder who is higher in the order of names
will be entitled to vote.
7. Members who hold shares in dematerialized form
may kindly note that their Bank Account details, as
furnished by their depositories to the company, will
be printed on their dividend warrants as per the
applicable regulations of the Depositories and the
Company will not entertain any direct request from
such Members for deletion of or change in such Bank
Account details. Further, instructions, if any, already
given by them in respect of shares held in physical
form will not be automatically applicable to shares
held in electronic form. Members who wish to change
such Bank Account details are therefore requested
to advised their Depository Participants about such
change with complete details of Bank Account.
8. Members are requested to immediately notify any
change of address to their Depository Participants
(DPs) in respect of their holdings in electronic form
and to the Secretarial department at the Registered
Office of the company or to the Registrar and Transfer
Agents in respect of their holding in physical form.
9. As a measure of economy, copies of the Annual
Report will not be distributed at the Annual General
Meeting. Members are requested to bring their copies
of the Annual Report.
10. All the shareholders are requested to register their
E-Mail id with the Sharex Dynamic (India) Private
Limited for the purpose of service of documents
under Section 53 of the Companies Act, 1956 by E-
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mode instead of under posting certificate (UPC) in
view of Circular No. 17/95/2011 CL-V.
11. The Securities Exchange Board of India (SEBI) has
mandated the submission of Permanent Account
Number (PAN) by every participant in securities
market. Members holding shares in electronic form
are, therefore requested to submit the PAN to their
Depository Participant with whom they are
maintaining their demat accounts. Members holding
shares in physical form can submit their PAN details
to the Company.
12. Information required under Clause 49 IV G of the
Listing Agreement (relating to Corporate Governance)
with respect to the Director being appointed and
Directors retiring by rotation and being eligible
seeking re-appointment is as under:
Particulars Mr.Arvindkumar S Khator
Date of Birth 06.07.1954
Date of Appointment 01.01.1990
Qualifications
Expertise in specific
functional areas Wide experience in textile
industry since last 25 yrs.
Directorships in other
Public Limited Cos* Nil
Memberships of
Committees in other
Public Limited Cos* Nil
Note: Only Public Limited Companies (Listed and
Unlisted) have been taken into consideration while
calculating Other Directorships, Committee
Memberships and Committee Chairmanships.
By Order of the Board of Directors
Sd/-
Place: Mumbai Kailash Khator
Dated: 30th May, 2013 Mg. Director
DIRECTORS REPORT
To,The Members,
Your Directors hereby present their Twenty-Sixth AnnualReport together with the Balance Sheet and the Profitand Loss account for the year ended 31st March, 2013.
1. FINANCIAL RESULTS (RS. IN LACS)
2012 -13 2011-12
Income from Operation 4147.21 3033.72
Less : Manufacturing, Admn
& Selling Expenses 3781.01 2684.95
Profit before Dep. & Interest 366.20 348.77
Less : Interest 116.56 129.52
Depreciation 97.04 88.57
Provision for Taxation
(Net Deferred Tax) 47.80 32.84
Profit after Taxation 104.80 97.84
Add : Surplus Brought Forward
From Previous Year 1.95 24.11
Less : Transfer to General
Reserves 100.00 120.00
Balance carried forward to
Balance Sheet 6.75 1.95
2. DIVIDEND
Your Directors do not recommend any Dividend forthe year under review, so as to conserve theresources of the Company.
3. OPERATIONS(a) During the Financial Year ending 31st March 2013,,
your company has installed New 6 Chamber Stenter& Latest Technology Machines adding to the existingPlant & Machinary. In export front companyestablishing & exploring new markets suitable tothe product variety of the company.
(b) During the year under review the company hasachieved the turnover of Rs.4147.21 Lacs as againstRs.3033.72 Lacs for the previous year and thecompany has earned Profit before Interest &Depriciation of Rs.366.20 Lacs against Rs.348.77Lacs for the previous year.
4. DIRECTORS
Mr. Arvindkumar S Khator Director of the Companyretires by rotation and being eligible, offer himselffor re-appointment.
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5. CONSERVATION OF ENERGY, TECHNOLOGY,ABSORPTION AND FOREIGN EXCHANGE EARNINGAND OUTGO
The information as required under the provision ofSection 217(1) (e) of the Companies Act, 1956 readwith Companies (Disclosure of Particulars in theReport of Board of Directors) Rules, 1988 is givenin an Annexure forming part of this report.
6. FIXED DEPOSITS
The Company has not accepted any deposit fromthe public.
7. PARTICULARS OF EMPLOYEES
The information required under the provisions ofSection 217(2A) of the Companies Act, 1956 readwith Companies (Particulars of Employees) Rules,1975 is not given as during the financial year therewas no employee drawing the remuneration as perthe limits prescribed under the said Rules.
8. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement Under Section 217(2AA) of the Companies Act, 1956 with respect tothe Directors Responsibilities Statement, it is herebyconfirmed;
i) That in the preparation of the Annual Accounts forthe financial year 31st March, 2013, the applicableaccounting standards have been followed alongwithproper explanation relating to material departures.
ii) That the Directors have selected such accountingpolicies and applied them consistently and madejudgment and estimates that were reasonable andprudent so as to give a true and fair view of the stateof affairs of the company at the end of the financialyear and of the profit or loss of the Company for theyear under review.
iii) That the Directors have taken proper and sufficientcare for the maintenance of adequate accountingrecords in accordance with the provisions of theCompanies Act, 1956 for safeguarding the assetsof the Company and for preventing and detectingfraud and other irregularities.
iv) That the Directors have prepared the Accounts forthe financial year ended 31st March, 2013 on a goingconcern basis.
9. LISTING OF SHARES
The equity shares of the Company are listed atBombay Stock Exchanges. The Company has paidannual listing fee for the year 2012 – 2013 toBombay Stock Exchanges in time. The Company
has filed an application before the Jaipur StockExchange to delist its equity shares. The same ispending before them.
10. CORPORATE GOVERNANCE
A separate section on Corporate Governance isincluded in the Annual Report and the Certificatefrom the Company’s auditors confirming thecompliance of conditions on Corporate Governanceas stipulated in revised Clause 49 of the ListingAgreement with the Stock Exchanges is annexedhereto.
11. COMPLIANCE CERTIFICATE
Compliance Certificate to be obtained under Section383A of the Companies Act, 1956 read withCompanies (Issue of Compliance Certificate)Rules, 2001 has been obtained from M/s. P. P. Shah& Company Practicing Company Secretary and thesame has been attached to this Report.
12. AUDITORS
M/s. S. R. Goyal & Co., Chartered Accountants retireat the forthcoming Annual General Meeting andbeing eligible offer themselves for re-appointment.The Company has received a certificate from themto the effect that their re-appointment, if made wouldbe within the prescribed limits specified underSection 224(1B) of the Companies Act, 1956.
13. ACKNOWLEDGMENT
Your Directors acknowledge with gratitude theassistance, co-operation and support received bythe Company from the Union Bank of India andvarious other Government agencies andCommercial Banks during the year under review.
Your Directors also wish to place on record a deepappreciation of the valuable contribution, unstintedefforts and the spirit of dedication shown by theemployees and officers of the Company.
By Order of the Board of Directors
Sd/- Sd/-ARVIND KHATOR KAILASH KHATORWhole Time Director Mg. Director
Place: MumbaiDated: 30th May, 2013
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ANNEXURE TO DIRECTORS REPORT
All the applicable information under Section 217 (1) (e)of the Companies Act, 1956 read with Companies(Disclosure of Particulars in the Report of Board ofDirectors) Rules, 1988 (referred to as the Rules) forthe year ended 31st March, 2013 is given as follows:
A. CONSERVATION OF ENERGY
FORM A
Current Year Previous Year
A. Power and FuelConsumption:1. Electricity:a) Purchased Unit (KWH) 3039580.00 3028125.00Total Amount (Rs.) 21447206.00 18971033.00Rate / Unit (Rs.) 7.06 6.26b) Own Generation(i)Through DieselGeneratorUnits (KWH) 71885.00 108000.00Units per Ltr. of Diesel Oil 3.00 3.00Cost / Unit (Rs.) 15.60 14.21
B.Furnace Consumption
a) Coal:
Unit tines 15314.250 8013.863
Amount (Rs.) 60031577.00 41566742.00
Average Rate per Kg 3.92 5.19
C. Consumption per unit
of Production/Product:
(i) Finishing of Fabrics
Electricity 0.114 0.120
D. Dyes & Chem.Consumption
(i) Unit (KG.) 1519728.55 1046969.06
Amount (Rs.) 48855746.00 30801358.00
B. TECHNOLOGY ABSORPTION:
The Company has not deployed any Research andDevelopment facility or absorbed any technology.
Hence, no disclosures are required to be given in FormB as annexed to the rules.
C. FOREIGN EXCHANGE EARNING AND OUTGO:
Foreign Exchange Earnings/Outgo: (In Lacs)
Current Year Previous Year
Foreign Exchange Earned 1169.02 886.89
Foreign Exchange Outgo 29.21 47.74
i. Activities relating to Exports undertaken by theCompany:
a) Enhanced & modified existing process house withthe installation of Latest Modern TechnologyMachineries.
b) Streamlining of the Sourcing & procurement activity.
c) Established separate department of R & D
ii. Initiatives taken to increase Exports:a) Participation in the International Trade Exhibitionworldwide to connect with new buyers.
b) Measures were undertaken to escalate marketpenetration by regular overseas travelling.
c) Integrated Separate Department to conduct marketsurvey to have better preview of demand of the product.
iii. Development of new export markets for productsand services and export plans:
a) Introduced the varied new category Product in themarket.
b) No. of Overseas agents increased to capture themarket in depth.
c) Augmented well qualif ied staffs with goodcommunication & interpersonal skills to promote the
Brand & product in the International Market.
REGISTERED OFFICEG/67, Modi Nagar, Ajmer Road,
Jaipur, Rajasthan- 302019
By Order of the Board of Directors
Sd/- Sd/-ARVIND KHATOR KAILASH KHATOR
Whole Time Director Mg. Director
Place: MUMBAIDated: 30th May, 2013
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7. No Extra Ordinary General Meeting was held duringthe financial year.
8. The company has not advanced any loans to itsdirectors and/or persons or firms or companies referredin the section 295 of the Act.
9. The company has not entered any contracts fallingwithin the purview of section 297 of the Act.
10. The company has made necessary entries in theregister maintained under section 301 of the Act.
11. As there were no instances falling within the purviewof section 314 of the Act, the Company has not obtainedany approvals from the Board of Directors, Members orCentral Government, as the case may be.
12. The Shareholders/Investors Grievances Committeeapproves the issue of duplicate share certificates fromtime to time.
13. The Company has :(i) Not made any allotment of securities during thefinancial year. 64.29 % of the shares of the Companyare dematerialized and 35.71 % of the shares of theCompany are in physical form. The transfer/transmisison of shares in dematerialized form is throughdepositories mechanism. The transfer/transmission ofphysical shares is duly executed by the Company’sappointed Registrar and Share Transfer Agent, M/s.Sharex Dynamic (India) Private Limited. TheShareholders/Investors Grievances Committee takeson record all the physical share transfers/transmissionfrom time to time.
Further, all the share certificates lodged for transfers/transmission are duly delivered to the shareholders inaccordance with the provisions of the Act.
(ii) not deposited any amount in a separate Bank Accountas no dividend was declared during the financial year.
(iii) not posted warrants to any member of the Companyas no dividend was declared during the financial year.
(iv) not required to transfer the amount in unpaid dividendaccount, application money due for refund, matureddeposits, matured debentures and the interest accruedthereon which have remained unclaimed or unpaid fora period of seven years to Investor Education andProtection Fund (applicable when rules notified).
(v) duly complied with the requirements of section 217of the Act.
14. The Board of Directors of the company is dulyconstituted. There was no appointment of additional
P. P. SHAH & CO.Company Secretaries
COMPLIANCE CERTIFICATEFORM [SEE RULE 3]
Co. No. 17 – 3629 Autho. Cap: Rs. 5.0 Crores
ToThe Members,Khator Fibre and Fabrics Limited,
We have examined the registers, records, books andpapers of Khator Fibre and Fabrics Limited (theCompany) as required to be maintained under theCompanies Act, 1956 (the Act) and the rules madethereunder and also the provisions contained in theMemorandum and Articles of Association of the Companyfor the financial year ended on 31st March, 2013. In ouropinion and to the best of our information and accordingto the examinations carried out by us and explanationsfurnished to us by the company, its officers and agents,we certify that in respect of the aforesaid financial year:
1. The company has kept and maintained all registersas stated in Annexure ‘A’ to this certificate, as per theprovisions and the rules made thereunder and all entriestherein have been duly recorded.
2 The company has duly filed the forms and returns asstated in Annexure ‘B’ to this certificate, with the Registrarof Companies or other authorities within the timeprescribed under the Act and the rules made thereunder.
3. The company is a public limited company, therestriction clauses as provided in section 3 (1) (iii) of theCompanies Act, 1956, is not applicable. The Companyhas the prescribed minimum paid up capital.
4. The Board of Directors duly met 6 times on 2nd May,2012, 30th May, 2012, 14th August, 2012, 12th November,2012 and 15 th February, 2013 in respect of whichmeetings, proper notices were given and theproceedings were properly recorded and signed.
5. The company has closed its Register of Membersfrom 8th September, 2012 to 15th September, 2012 andnecessary compliance of Section 154 of the Act has beenmade.
6. The annual general meeting for the financial yearended on 31st March, 2012 was held on 15th September,2012 after giving due notice to the members of theCompany and the resolutions passed there at were dulyrecorded in Minutes Book maintained for the purpose.
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necessary entries were made in the register kept forthat purpose.
26. The company has not altered the provisions of thememorandum with respect to situation of the company’sregistered office from one state to another during theyear under scrutiny.
27. The company has not altered the provisions of thememorandum with respect to the objects of the companyduring the year under scrutiny.
28. The company has not altered the provisions of thememorandum with respect to name of the companyduring the year under scrutiny.
29. The company has not altered the provisions of thememorandum with respect to share capital of thecompany during the year under scrutiny.
30. The company has not altered its articles ofassociation during the financial year.
31. There was no prosecution initiated against or showcause notices received by the company during thefinancial year for offences under the Act.
32. The company has not received any money assecurity from its employees during the financial yearunder certification as per provisions of section 417(1) of
the Act.
33. The company has deposited both employee’s andemployer’s contribution to Provident Fund withprescribed authorities pursuant to section 418 of the
Act.
For P. P. SHAH & CO.
Sd/(PRADIP C. SHAH)
Practising Company Secretary PartnerMembership No. 1483
Certificate of Practice: 436Place: MumbaiDate: 30th May, 2013
directors, alternate directors and directors to fill casualvacancy during the financial year.
15. The Company was not required to appoint any WholeTime Director / Managing Director / Manager during thefinancial year. The term of appointments of Mr. ArvindKhator and Mr. Ashok Khator as Whole Time Directorrespectively and Mr. Kailash Khator as Managing Directorshall expire on 31st March, 2015.
16. The company has not appointed any sole-sellingagents during the financial year.
17. The company was not required to obtain anyapprovals of the Central Government, Regional Director,Registrar, or such other applicable authorities as maybe prescribed in the Act during the year under review.However during the financial year the Company hasreceived the order from Company Law Board condoningthe delay in filing Form 8 (SRN No. B25515347) with theRegistrar of Companies, Rajasthan, Jaipur.
18. The directors have disclosed their interest in otherfirms/companies to the Board of Directors pursuant tothe provisions of the Act and the rules made thereunder.
19. The company has not issued any shares/debentures/other securities during the financial year.
20. The company has not bought back any shares duringthe financial year.
21. There was no redemption of preference shares ordebentures during the financial year.
22. There were no transaction necessitating thecompany to keep in abeyance the rights to dividend,rights shares and bonus shares pending registration oftransfer of shares.
23. The company has not accepted deposits within themeaning of section 58A of the Companies Act, 1956during the financial year.
24. The amount borrowed by the company fromdirectors, members, public, financial institutions, banksand other during the financial year ending – is/are withinthe borrowing limits of the company and that necessaryresolutions as per section 293(1)(d) of the Act have beenpassed in duly convened annual/extraordinary generalmeeting.
25. The company has not provided securities to otherbodies corporate and consequently no entries are madein the Register kept for the purpose. However theCompany has given loans issued guarantees and madeinvestments in other Bodies Corporate and the
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the Registrar of Companies, Rajasthan on 5th May, 2012.
5. Form 8 with respect to Id no. 10352417 with UnionBank of India for creation of charge was filed with theRegistrar of Companies, Rajasthan on 5th May, 2012.
6. Form 21 containing the order passed by Hon’bleCompany Law Board New Delhi on 30th May, 2012 underSection 141 of the Act for seeking condonation of delayin filing Form No. 8 (SRN No. B25515347) was filed withthe Registrar of Companies, Rajasthan on 21st June,2012.
7. Form 8 with respect to Id no.10386555 with UnionBank of India for creation of charge was filed with theRegistrar of Companies, Rajasthan on 20th November,2012.
8. Form 8 with respect to Id no. 10268706 with UnionBank of India for modification of charge was filed withthe Registrar of Companies, Rajasthan on 21st
November, 2012.
9. Form 8 with respect to Id no. 10352417 with UnionBank of India for modification of charge was filed withthe Registrar of Companies, Rajasthan on 21st
November, 2012.
10. Form 8 with respect to Id no. 10386555 with UnionBank of India for modification of charge was filed withthe Registrar of Companies, Rajasthan on 21st
November, 2012.
11. Form 23D intimating the appointment of M/s. Rajesh& Co., Cost Auditor (pursuant to Company specific orderreceived from Central Government) to the CentralGovernment was filed with the Registrar of Companies,
Rajasthan on 19th December, 2012.
For P. P. SHAH & CO.
Sd/- (PRADIP C. SHAH)
Practising Company Secretary PartnerMembership No. 1483
Certificate of Practice: 436Place: MumbaiDate: 30th May, 2013
Annexure ARegisters as maintained by the Company
1. Register of Members u/s. 150.
2. Register of Transfers
3. Register of Directors, Managing Director, Manager andSecretaries u/s. 303.
4. Register of Contracts with the Companies and firmsin which directors are directly or indirectly interested u/s.301.
5. Register of Director’s Shareholding u/s. 307.
6. Minutes of the Annual General Meeting/Extra OrdinaryGeneral Meeting and Board Meeting under section 193.
7. Register of Charges
Note: Since, 64.29 % of the shares of the Company arein dematerialized format, the register of beneficial ownersas per Section 11 of Depositories Act, 1996 fordematerialized shares is maintained by the concernedDepository.
Annexure B
Forms and Returns as filed by the Company with theRegistrar of Companies, Regional Director, CentralGovernment or other authorities during the financialyear ending on 31st March, 2013.
1. Form 23AC – XBRL containing the Balance Sheet andForm 23ACA – XBRL containing the Profit & Loss Accountfor the year ended 31st March, 2012 was filed as perSection 220 of the Act with the Registrar of Companies,Rajasthan on 11th December, 2012.
2. Form 20B containing the Annual Return as perSchedule V of the Act as on date of Annual General Meetingi.e. 15th September, 2012 was filed with the Registrar ofCompanies, Rajasthan, on 25th September, 2012.
3. Form 66 containing the Compliance Certificateobtained from Ms. Sonia Sharma under Section 383A ofthe Act was filed as per Section 220 of the Act with theRegistrar of Companies, Rajasthan on 22nd September,2012.
4. Form 8 with respect to Id no. 10256419 with UnionBank of India for modification of charge was filed with
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CORPORATE GOVERNANCE REPORT*(under Clause 49 (VI) (i) of Listing Agreement)
*(For The Financial Year 31st March, 2013)
I. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE
The Company’s philosophy on Corporate Governanceis to strive for attaining the optimum level of transparencyand accountability in all facets of its operations and alldealings with shareholders, employees, lenders,creditors, customers and the government. The Board ofDirectors by considering itself the trustee of itsShareholders aims at maximizing shareholders valueand protecting interests of other stakeholders
II. BOARD OF DIRECTORS
i) Composition and Category of Directors:
The Board consists of 6 Directors, out of which 3 areIndependent Directors. Composition of the Board andcategory of Directors are as follows:
ii) Attendance of each Director at the Board Meetingand Last Annual General Meeting:
The board of Director meet 5 times during the periodfrom 2nd May, 2012, 30th May, 2012, 14th August, 2012,12th November, 2012, 15th February, 2013
Name of Director Attnd. at Board Meeting Attnd at Last AGM
Ashok Khator 5 Present
Arvind Khator 5 Absent
Kailash Khator 5 Present
Jogendra Choudhary 5 Absent
Mukesh Khandelwal 5 Absent
Devkumar Lohar 5 Absent
iii) a. Number of other Companies where director (ofKFFL) hold memberships on the Board ofDirectors:
b. Number and Name of Committees in which theDirectors (of KFFL) hold Memberships orChairmanships:
Note: Only Public Limited Companies (Listed andUnlisted) have been taken into consideration whilecalculating Other Directorships, CommitteeMemberships and Committee Chairmanships.
Name Exe/Non Exe Prom/Indep Relationship
with
Directors
Shri Arvind Executive Promoter Brother ofKhator Whole Time Mr. Ashok
Director Khator andMr.KailashKhator
Shri Ashok Executive Promoter Brother ofKhator Whole Time Mr. Arvind
Director Khator andMr.KailashKhator
Shri Kailash Executive Promoter Brother ofKhator Managing Mr. Arvind
Director Khator andMr.AshokKhator
Shri JogendraChoudhary Non Exe Independent Not Related to
any Director
Shri DevkumarLohar Non Exe. Independent Not Related to
any Director
Shri MukeshKhandelwal Non Exe. Independent Not Related to
any Director
No. ofOtherCo.s
whereDir
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iv) Code of Conduct:
The Board has formulated a code of conduct for theBoard Members and Senior Management Personnel ofthe Company. All Board Members and SeniorManagement Personnel have affirmed their compliancewith the code for the financial year ended 31st March,2013. A declaration to this effect signed by the Chairmanof the Company is given elsewhere in the Annual Report.
III. AUDIT COMMITTEE
The Composition of the Audit Committee and theattendance of the members of Audit Committee at themeetings of the Audit Committee are as follows:
Date of Jogendra Kailash Mukesh
Meeting Choudhary * Khator# Khandelwal$
Chairman Promoter Non Exe.& Non Exe. & Managing IndependantIndependent Director DirectorDirector
30th May,2012 Present Present Present
14th Aug.,2012 Present Present Present
12th Nov.,2012 Present Present Present
15th Feb.,2013 Present Present Present
Total Atten
dance (out of 4 4 4
4 meetings)
* Chairman & Non Executive Independent Director# Promoter & Managing Director$ Non - Executive Independent Director
The Board of Directors of the Company has framed aTerms of Reference for the Audit Committee. The Termsof Reference is based on Clause 49 (II) (D) of the ListingAgreement. The Audit Committee performs its functionsin accordance with its terms of reference. In addition, itexercises its powers and reviews information asspecified under Clause 49 (II) (C) and (E) of the ListingAgreement.
IV. REMUNERATION COMMITTEE
The Company has not constituted a separateremuneration committee that determines the terms ofreference and remuneration package for its managerialpersonnel.
i) Remuneration PolicyThe Board of Directors determines the remunerationpayable to Managing Director. The same is within thelimits approved by the shareholders of the company atthe General Meetings.
ii) Details of Remuneration paid to all Directors
A. The Company does not have any pecuniaryrelationship or transactions with the non-executivedirectors. During the year, the Company has paid sittingfees to non-executive directors.
B. The aggregate remuneration paid to the Directors forthe year ended 31st March, 2013, is as under;
S Name of Director Salary Perqu Sitting
No. isites Fees
1. Mr. Kailash S. Khator 720000.00 -- --
2. Mr. Arvind S. Khator 850000.00 -- --
3. Mr. Ashok S. Khator 850000.00 -- --
4. Mr.Jogendra Chodhary -- -- 15000.00
5. Mr.Devkumar Lohar -- -- 15000.00
6. Mr.Mukesh Khandelwal -- -- 15000.00
C. The Company has not issued any stock options orpaid any performance linked incentives or fixedcomponent incentives to the Directors.
D. DETAILS OF SERVICE CONTRACTS:
Name & Desig Current From Totenure
Mr. ArvindS. KhatorWhole TimeDirector 5 years 01.04.2010 31.03.2015
Mr. Ashok S.KhatorWhole TimeDirector 5 years 01.04.2010 31.03.2015
Mr. Kailash S.KhatorMG Director 5 years 01.04.2010 31.03.2015
E. Equity Shares of Khator Fibre and Fabrics Limitedheld by the Non-Executive Directors are as follows:
Non Executive Directors No. of No. of
shares held shares held
as on as on
31/3/2013 31/3/2012
Mr. Jogendra B. Choudhary Nil Nil
Mr. Devkumar Lohar Nil Nil
Mr. Mukesh Khandelwal Nil Nil
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V. SHAREHOLDERS / INVESTORS GRIEVANCECOMMITTEEA) The Composition of the Shareholders/InvestorsGrievance Committee and their attendance at theShareholders/Investors Grievance Committee Meetingsare as follows:
Date of Jogendra Kailash Mukesh
Meeting Choudhary * Khator# Khandelwal$
30th May,2012 Present Present Present
14th Aug.,2012 Present Present Present
12th Nov.,2012 Present Present Present
15th Feb.,2013 Present Present Present
Total Atten
dance (out of 4 4 4
4 meetings)
* Chairman & Non Executive Independent Director# Promoter & Managing Director$ Non - Executive Independent Director
B. COMPLIANCE OFFICER :
As required by the Listing Agreement, the Company hasappointed Mr. Omprakash B. Bajaj as the ComplianceOfficer.Email address of Compliance Officer [email protected]. Complaint Status for the year 01/04/2012 to 31/03/2013================================================================Category No.of Compl. No.of Compl No.of Compl
A. Date, time and venue for the Annual General Meetingsand Extra Ordinary General Meeting held during the last3 financial years and nature of special resolutionspassed thereat are given below;
Financial Date &Nature Location Time
Year Ending of Meeting
31.03.10 24th AGM Hotel Imperial,
04/09/10 Arvind Marg, 11.00 A.M
M I Road,
Jaipur.
31.03.11 25th AGM Hotel Imperial,
10/09/11 Arvind Marg, 11.00 A.M
M I Road,
Jaipur.
31.03.12 26th AGM Hotel Imperial,
15.09.12 Arvind Marg, 11.00 A.M
M I Road,
Jaipur.
Notes:
1. During the financial year, no resolution was requiredto be passed through postal ballot2. No resolutions are proposed to be passed throughpostal ballot.
VII. DISCLOSURES
i. The Company has not entered into any materiallysignificant related party transactions during the year thatmay have potential conflict with the interests of theCompany at large.
ii. There has been no incidence of non-compliance bythe Company of any statutory regulations nor any penaltyor stricture imposed by the Stock Exchange or any otherStatutory Authority, on any matter relating to the capitalmarket over the last three years.
iii. The details of all transactions with related parties areplaced before the Audit Committee on quarterly basis.
iv. In the preparation of financial statements, theCompany has followed the Accounting Standards issuedby the Institute of Chartered Accountants of India to theextent applicable.
v. The constitution of whistle blower policy is a nonmandatory requirement. However the Company affirmsthat no employee has been denied access to the AuditCommittee during the financial year 2012 – 2013.
vi. The Company has complied with all mandatoryrequirements of clause 49 of Listing Agreement.
..12..
VIII. MEANS OF COMMUNICATION
i. Quarterly Results: The quarterly financial results ofthe company (in the format prescribed by the ListingAgreement) are reviewed by Audit Committee and then,approved and taken on record by the Board within theprescribed time frame and immediately send to the StockExchange where the shares of the company are listed.
ii. The quarterly results for the financial year 2012 – 13were published in the News Papers. (Details givenbelow):
Quarter Results
June, 2012 JAIPUR MAHANAGAR TIMES
September, 2012 JAIPUR MAHANAGAR TIMES
December, 2012 JAIPUR MAHANAGAR TIMES
March, 2013 JAIPUR MAHANAGAR TIMES
iii. Annual Report: Annual Report containing inter aliaAudited Annual Accounts, Directors’ Report, Auditors’Report and other important, information is circulated toMembers and others entitled thereto. The ManagementDiscussion and Analysis Report forms part of the AnnualReport.
iv. All the shareholders are requested to register their E-Mail id with the Sharex Dynamic (India) Private Limitedfor the purpose of service of documents under Section53 of the Companies Act, 1956 by E-mode instead ofunder posting certificate (UPC) in view of Circular No.17/95/2011 CL-V.
Shareholders / investors are requested to forward sharetransfer documents, dematerialization request,correspondence regarding change of address, non –receipt of dividend or share certificates and other relatedquerries to the company’s registrar i.e. Sharex dynamicIndia Private Limited at the address mentioned above.
Share Transfer System and Dematerialization ofShares:
The Company has admitted its shares to the depositorysystem of the National Securities Depositories Limited(NSDL) and Central Depository Services (India) Limited(CDSL) for dematerialization of shares. InternationalSecurities Identification Number (ISIN) INE 964G01016.
As on March 31, 2013 - 27,32,190 equity shares (64.29%)of the Company are in dematerialized form. All this sharesare electronically transferred through the demat facility.The balance 15,17,810 equity shares (35.71%) of sharesare in physical mode. The Company has assigned thejob of transfer of shares in physical mode to its Registrarand Share Transfer Agent, Sharex Dynamic India PrivateLimited. The Shareholders and Investors GrievancesCommittee takes on record all the physical sharetransfers from time to time.
Distribution of Shareholding as on 31st March, 2013:
Range (In Rs.) No. of % to total Total % to
Share holders Shareholding capital
holders (In Rs.)
0001 - 5000 5698 90.30 11089740 26.09
5001 – 10000 483 7.65 3683000 8.67
10001 - 20000 52 0.82 805360 1.89
20001 - 30000 23 0.36 597400 1.41
30001 - 40000 12 0.19 434500 1.02
40001 - 50000 12 0.19 554000 1.30
50001 - 100000 8 0.13 653000 1.54
100001 & Above 23 0.36 24683000 58.08
Total 6311 100.00 42500000 100.00
..13..
Monthly High and Low Prices of the Equity Shares ofthe Company for the year ended 31st March, 2013 (Dataas per the website of Bombay Stock Exchange Limitedi.e. www.bseindia.com)
Month Low High No of Total
Price Price Trade Turnover (Rs)
Apr 12 4.04 4.47 4 2148
May 12 3.65 4.22 28 13624
Jun 12 3.64 4.03 7 4730
Jul 12 3.81 4.01 6 4274
Aug 12 3.32 3.81 5 3457
Sep 12 3.48 3.65 4 2521
Oct 12 3.01 3.52 15 4456
Nov12 2.88 3.16 5 3044
Dec 12 3.17 4.00 13 16363
Jan 13 3.31 3.46 3 9983
Feb 13 3.26 3.65 6 2212
Mar 13 3.58 4.04 13 4653
Shareholding Pattern as on 31st March, 2013:
Category No of Shares % of ShareHeld Holding
A.Promoter (S) Holding
Promoter (s)
- Indian Promoters - 17,72,700 41.71
Foreign Promoters - -
Sub – Total (A) 17,72,700 41.71
B. Non-Promoters Holding
Institutional Investors
i. Mutual Funds & UTI 00.00 00.00
ii. Banks, 00.00 00.00
iii. Financial Inst, 00.00 00.00
00.00 00.00
Others
i. Private Corporate Bodies 77425 1.82
ii. Indian Public 2336375 54.98
iii. NRI/OCBS 63500 1.49
iv. Clearing Members 00.00 00.00
Sub-Total (B) 2477300 58.29
GRAND TOTAL 4250000 100.00
Outstanding GDRs / ADRs / Warrants or any Convertibleinstruments, conversion date and likely impact onequity :
There are no outstanding GDRs/ ADRs/ Warrants or anyConvertible instruments. Hence there will not be anyimpact on the equity of the company.
Consolidation of Folios:
Shareholders are requested to INVARIABLY mentiontheir existing folio number in the column provided in thetransfer deed in case they lodge further shares fortransfer in the same order of names. Shareholders arealso requested to send the share certificates byregistered post to the transfer agents of the Company incase they have been allotted more than one folio, in thesame order of names. The shares will be consolidatedinto one folio and the share certificates will be returnedby registered post within a week of receipt.
Nomination Facility:
Individual shareholders of physical shares can nominateany person for the shares held by them. This will savethe nominee from going through the lengthy process ofgetting the shares later on transmitted to his name. Forfurther details, shareholders may write to the Registrarand Share Transfer Agent of the Company.
Auditor’s Certificate on Corporate Governance
Auditor’s certificate on compliance of clause 49 of theListing Agreement relating to Corporate Governance ispublished as an annexure to the Director’s Report.
Performance of equity scrip (Closing Prices) of thecompany in comparison to BSE Sensex(ClosingPrices)(Data as per the website of Bombay StockExchange Limited i.e. www.bseindia.com)
Contact Person: Mr. Omprakash B. Bajaj,Compliance OfficerEmail Address: [email protected]
For Khator Fibre and Fabrics Limited
Sd/- Sd/- ARVIND KHATOR KAILASH KHATORWhole Time Director Mg. Director
Place: MumbaiDate: 30/05/2013
Management Certificate on clause 49 (1D) of theListing Agreement
To,The Members,Khator Fibre and Fabrics Limited
This is to affirm that the Board of Directors of KhatorFibre and Fabrics Limited has adopted a Code ofConduct for its Directors and Senior ManagementPersonnel in compliance with the provisions of Clause49 (D) of the Listing Agreement with the Stock Exchange.The Board Members and Senior ManagementPersonnel of the Company have confirmed thecompliance of provisions of the said code for the financialyear ended 31st March, 2013.
Sd/-Kailash Khator
Managing Director
Place: MumbaiDate: 30/05/2013
S. R. GOYAL & CO.Chartered Accountants
CERTIFICATE ON COMPLIANCE WITHCONDITION OF CORPORATE GOVERNANCE UNDER
CLAUSE 49 OF THE LISTING AGREEMENT
TO,
THE MEMBERS OFKHATOR FIBRE AND FABRICS LIMITED
1 We have examined the compliance of conditions ofcorporate governance by Khator Fibre and FabricsLimited for the year ended March 31, 2013 as stipulatedin Clause 49 of the Listing Agreement of the saidCompany with the Stock Exchanges of India.
2 The compliance of conditions of corporate governanceis the responsibility of the the management. Ourexamination was carried out in accordance with theGuidance Note on Certification of Corporate Governance(as stipulated in clause 49 of the Listing Agreement)issued by the Institute of Chartered Accountants of Indiaand was limited to procedures and implementationthereof adopted by the Company for ensuring thecompliance of the conditions of Corporate Governance.It is neither an audit nor an expression of opinion on thefinancial statements of the Company.
3 In our opinion and to the best of our information andaccording to the explanations given to us, and based onthe representations made by the Directors and theManagement, we certify that the Company has compliedwith the conditions of Corporate Governance asstipulated in the above mentioned Listing Agreement.
4 We further state that such compliance is neither anassurance as to the future viability of the Company northe efficiency or the effectiveness with which themanagement has conducted the affairs of the Company.
(a) Long-term borrowings 4 154,422,154.20 83,739,057.63(b) Deferred tax liabilities (Net) 5 16,870,850.00 15,000,344.16(c) Other Long term liabilities(d) Long-term provisions 6 412,412.00 286,327.00
4 Current Liabilities (0) (0)(a) Short-term borrowings - -(b) Trade payables 7 11,755,538.17 8,812,832.57(c) Other current liabilities 8 18,323,073.00 17,359,629.00(d) Short-term provisions 9 2,936,152.00 2,368,359.00
TOTAL 318,438,865.80 230,804,981.57
II ASSETS:1 Non-current assets
(a) Fixed assets(i) Tangible assets 10 177,143,594.64 129,334,524.88(ii) Intangible assets -(iii) Capital work - in - progress 36,050,138.00(iv) Intangible assets under development -(b) Non-current Investments 11 3,500,000.00 3,500,000.00(c) Deferred tax assets (net) - -(d) Long- term loans and advances - -(e) Other non-current assets - -
2 Current assets(a) Current Investments(b) Inventories 12 33,189,525.00 35,459,816.00(c) Trade Receivable 13 45,653,823.66 49,193,079.00(d) Cash and cash equivalents 14 289,752.27 183,437.69(e) Short -term loans and advances 15 16,362,032.23 8,259,124.00(f) Other current assets 16 6,250,000.00 4,875,000.00
TOTAL 318,438,865.80 230,804,981.57
Significant Accounting Policies and Notes to Accounts 1The notes referred to above form an integral part of the balance sheet.As per our report of even date attached For & on behalf of the Board For S.R.Goyal & Co. Chartered Accountants FRNO:001537C
(CA. ANIL GOYAL ) Arvind S. Khator Kailash S. Khator Partner Director Mg. Director M.No.71158Camp : MumbaiDated : 30 /05/2013
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KHAKHAKHAKHAKHATTTTTOR FIBRE & FOR FIBRE & FOR FIBRE & FOR FIBRE & FOR FIBRE & FABRICS LABRICS LABRICS LABRICS LABRICS LTDTDTDTDTD.....PROFIT AND LOSS STATEMENT FOR THE PERIOD ENDED 31 ST MARCH 2013
(Amount in Rs.)
Particulars Note No. For The Period Ended For The Period EndedMarch 31, 2013 March 31, 2012
I Revenue from operations 18 412,716,693.00 302,574,171.00II Other Income 19 2,003,832.18 797,632.00III Total Revenue (I+II) 414,720,525.18 303,371,803.00IV Expenses:
a) Cost of materials consumed (purchase) 20 173,147,876.00 111,374,866.00b) Changes in inventories of finished goodswork-in-progress and Stock-in-Trade 21 (5,505,467.00) (837,709.00)c) Operating Expenses 22 187,726,066.25 137,410,027.98d) Employee benefit Exepense 23 2,754,714.00 2,750,494.20e) Finance Costs 24 11,655,844.76 12,951,888.87f) Depreciation and amortisation expense 9,704,236.23 8,857,047.35g) Other Exepenses 25 13,027,483.87 12,046,155.11h) Packing Expenses 6,950,581.00 5,751,300.00
Total Expenses 399,461,335.11 290,304,070.51
V Profit before exceptional and extraordinaryitems and tax (III-IV) 15,259,190.07 13,067,732.49
VI Exceptional Items - -VII Profit before extraordinary items and tax (V-VI) 15,259,190.07 13,067,732.49VIII Extraordinary items - -IX Profit before tax (VII-VIII) 15,259,190.07 13,067,732.49X Tax Expense: 26
(a) Current Tax 2,907,640.00 2,352,190.00(b) Less: Mat Credit (95,070.00) -(c) Deffered Tax 1,870,505.84 931,630.00(d) Previous year Income tax Adjustments 95,860.00 -
XI Profit (Loss) for the period from continuing operations (IX-X) 10,480,254.23 9,783,912.49XII Profit/(loss) from discontinuing operations - -XIII Tax expense of discontinuing operations - -XIV Profit/(loss) from Discontinuing operations (after tax) (XII-XIII) - -
XV Profit / (Loss) for the period (XI + XIV) 10,480,254.23 9,783,912.49XVI Earnings per equity share:
(1) Basic 2.47 2.30(2) Diluted 2.47 2.30As per our report of even date attached
As per our report of even date attached For & on behalf of the Board For S.R.Goyal & Co. Chartered Accountants FRNO:001537C
(CA. ANIL GOYAL ) Arvind S. Khator Kailash S. Khator Partner Director Mg. Director M.No.71158Camp : MumbaiDated : 30 /05/2013
..20..
KHATOR FIBRE & FABRICS LTD.
Notes For The Year Ended On 31-03-2013
Note No. 1
SIGNIFICANT ACCOUNTING POLICIES
a) System of Accounting:
The Accounts have been prepared using historical costconvention and on the basis of a going concern, withrevenues Recognised and expenses accounted onaccrual basis.
b) Fixed Assets:
Fixed Assets are stated at cost less accumulateddepreciation in the books of accounts. The Fixed Assetsare capitalized at cost inclusive of legal and/orInstallation expenses.
c) Depreciation:
The Depreciation of Fixed Assets is charged on straightline method and as per the rates prescribed in ScheduleXIV of the Companies Act,1956
d) Valuation of Investments:
Inventories of raw material, goods in process, storesand spares, finished goods and merchanting goodsare stated at cost or net realizable value, whichever islower’, Goods –in-transit are stated ‘at cost’. CostComprise all cost of purchase, cost of conversion andother cost incurred in bringing the inventories to theirpresent location and Condition Cost formula e used are‘ First-in-first out’. Average cost’ or ‘Specific identification’,as applicable. Due allowances is estimated and madefor defective and absolute items, wherever necessary,based on the past experience of the company.
e) Investments:
Investments are classified into long term investments.Long term investments are stated at cost. A provision fordiminution is made to recognize a decline other thantemporary, in the value of long term investments.
f) Employee Benefits:
Defined Benefits Plans: The present value of theobligation under such plan is determined based on an
actuarial valuation using Projected unit Credit Method.Actuarial gains and losses arising on such valuationare recognised immediately in the Profit & LossStatement. In case of funded defined benefit plans, thefair value of the plan assets is reduced from the grossobligation under the defined benefit plans, to recognisethe obligation on net basis.
g) Borrowing Cost:
Interest and other borrowing cost attributable to qualifyingassets are capitalised. Other interest and borrowingCosts are charged to revenue.
h) Government Grant:
Grant received against specific fixed assets are adjustedto the assets. Revenue Grant are recognised in the profit& loss Stetement in accordance with the related schemeand in the period in which these are accrued.
i) Taxation:
Income-tax expenses comprise current tax and deferredtax charged on credit. Provision for Current tax is madeon the basis of assessable income at the tax rateapplicable to the relevant assessment year. The deferredtax asset and deferred tax liability is calculated byapplying tax rates and tax laws that have been enactedor substantively enacted by the Balance Sheet Date.Deferred tax assets arising mainly on account of broughtforwarded losses and unabsorbed depreciation undertax laws, are recognized , only if there is a virtual certaintyof its realisation, supported by Convincing evidence.Deferred tax assets on account of other timing differencesare recognised only to the extent there is a reasonablecertainty of its realisation. At each balance sheet date,the carrying amount of deferred tax assets are reviewedto reassure realisation.
j) Impairment of Assets:
The carrying amounts of assets are reviewed at eachBalance Sheet date if there is any indication ofimpairment based on internal/external factors. An assetis impaired when the carrying amount of the assetsexceed the recoverable amount. An impairment loss ischarged to the profit and loss account in the year in whichan asset is identified as impaired. An impairment lossrecognised in prior accounting periods is reversed if therehas been change in the estimate of the recoverableamount.
..21..
KHATOR FIBRE & FABRICS LTD.Notes For The Year Ended On 31-03-2013
The previous year figures have been regrouped / reclassified, wherever necessary to conform tothe current year presentation
Particulars For The Period Ended For The Period EndedMarch 31,2013 March 31, 2012
Note No-2Share CapitalAUTHORIZED CAPITAL Equity Share Capital (C.Y. 50,00,000 Equity Shares of Rs. 10 each) 50000000.00 50000000.00
Total Authorized Capital 50000000.00 50000000.00
ISSUED CAPITAL
Equity Share Capital(4250000 Equity Shares of Rs.10 Each) 42500000.00 42500000.00
Total 42500000.00 42500000.00
SUBSCRIBED AND FULLY PAID UP CAPITAL
Equity Share Capital ( 4,25,00,00 Equity Shares of Rs.10 Each Fully paid up) 42500000.00 42500000.00
Less : Call in Arrears (390500.00) (390500.00)
Total 42109500.00 42109500.00
3,60,000 Shares out of the issued, subscribed and paid up share capital were allotted as Bonus Shares bycapitalisation of Securities Premium and Reserves during the year 1992-93
Reconciliation of the number of Equity shares outstanding as at March 31, 2013 and March 31, 2012:
Particulars As At March 31, 2013 As At March 31, 2012Number Rupees Number Rupees
Equity Shares outstanding at the
beginning of the year 4,250,000 42,109,500 4,250,000 42,109,500
Equity Shares Issued during the year - - - -
Equity Shares bought back during the year - - - -
Equity Shares outstanding at the end of the year 4,250,000 42,109,500 4,250,000 42,109,500
Details of Equity Shareholders holding more than 5 % shares:
Particulars As At March 31, 2013 As At March 31, 2012 No. of % of No. of % of
Shares held Holding Shares held Holding
1 Kailash Kumar S. Khator HUF 454,750 10.70% 454,750 10.70%
2 Ashok Kumar S. Khator HUF 404,665 9.52% 404,665 9.52%
5 Kailash Kumar S. Khator 236,975 5.58% 236,975 5.58%
..22..
Note No. 3 - Reserves And Surplus
Particulars As At March 31, 2013 As At March 31, 2012 Rupees Rupees
(a) Capital ReserveOpening Balance 1,533,970.00 1,533,970.00(+) Addition during the year - -
Closing Balance 1,533,970.00 1,533,970.00
(b) Profit & Loss a/cOpening Balance 194,962.21 2,411,049.72(+) Net Profit for the current year 10,480,254.23 9,783,912.49(+) Transfer from Reserves - -(-) Net Loss for the current year - -(-) Proposed Dividends - -(-) Interim Dividends - -(-) Transfer to Reserves 10,000,000.00 12,000,000.00
Closing Balance 675,216.44 194,962.21
(c) General Reserve
Opening Balance 59,400,000.00 47,400,000.00
Add: Transfer from P&L 10,000,000.00 12,000,000.00
69,400,000.00 59,400,000.00
Total 71,609,186.44 61,128,932.21
..23..
KHAKHAKHAKHAKHATTTTTOR FIBRE & FOR FIBRE & FOR FIBRE & FOR FIBRE & FOR FIBRE & FABRICS LABRICS LABRICS LABRICS LABRICS LTDTDTDTDTD.....
Notes to the Financial StatementsNOTE : 4 - Long Term Borrowings
PARTICULARS As At March 31, 2013 As At March 31, 2012Rupees Rupees
(a) Secured LoansTerm Loans From Banks- XI Union Bank of India 62,423,050.00 -- X Union Bank of India 24,998,726.00 -- IX Union Bank of India 3,417,072.00 6,735,924.63-VIII Union Bank of India 6,808,209.34 9,643,973.00- VII Union Bank of India 1,732,293.00 3,536,204.00- VI Union Bank of India 2,478,384.00 5,114,793.00- V Union Bank of India - 6,235,373.00Cash Credit From Union Bank 35,064,409.38 35,076,971.00Packing Credit From Union Bank 17,500,010.48 17,395,819.00
Nature of Security and terms of repayment for Long Term secured borrowings
Terms of Repayment
Repayment in 26 Quarterly installmentscommencing from April 2013. LastInstallment due in December 2019 Ratesof interest B.R+4.75% p.a. as at year end.
XI Union Bank of India
Nature of Security
Hypothecation of Plant & Machinery to be purchased out of bank’s financeas per the project.
Terms of Repayment
Repayment in 60 Monthly installmentscommencing from June 2011. Last In-stallment due in.May 2016 Rates of in-terest B.R+6% p.a. as at year end (Previ-ous Year B.R+6% P.a)
-VIII Union Bank of India
Nature of Security
Hypothecation and charges to the Bank against- Plant & Machineryexisting & to be purchased installed at plot no. 12A MIDC, Saravali, Kalyan-Bhiwandi Road ,District Thane and all the tangible movable machinery &plant of the borrower together with spares,tools,accessories & othermovable , both present & future lying at their premises at Saravali(Bhiwandi) or wherever else the same may be.
Terms of Repayment
Repayment in 20 Quarterly installmentscommencing from April 2012. LastInstallment due in.March 2017 Rates ofinterest B.R+6% p.a. as at year end(Previous Year B.R+6% P.a)
-IX Union Bank of India
Nature of Security
Hypothecation and charges to the Bank against- Plant & Machineryexisting & to be purchased installed at plot no. 12A MIDC, Saravali, Kalyan-Bhiwandi Road ,District Thane and all the tangible movable machinery &plant of the borrower together with spares,tools,accessories & othermovable , both present & future lying at their premises at Saravali(Bhiwandi) or wherever else the same may be.
Terms of Repayment
Repayment in 20 Equal Quarterlyinstallments commencing from April 2014.Last Installment due in March 2019 Ratesof interest B.R+4.75% p.a. as at year end.
X Union Bank of India
Nature of Security
Hypothecation of Plant & Machinery/fixture to be purchased out ofthe bank’s finance and to be installed at factory premises at plot no.12A MIDC, Saravali, Kalyan-Bhiwandi Road,District Thane-421302.
..24..
Terms of RepaymentRepayment in 60 monthly installmentscommencing from March 2011. LastInstallment due in Feb,2016. Rates ofinterest B.R+6% p.a. as at year end(Previous Year B.R+6% P.a)
-VII Union Bank of India
Nature of SecurityHypothecation and charges to the Bank against- Plant & Machin-ery existing & to be purchased installed at plot no. 12A MIDC,Saravali, Kalyan-Bhiwandi Road ,District Thane and all the tangiblemovable machinery & plant of the borrower together withspares,tools,accessories & other movable , both present & futurelying at their premises at Saravali (Bhiwandi) or wherever else thesame may be.
Terms of RepaymentRepayment in 60 Monthly installmentscommencing from October 2009. LastInstallment due in September,2014.Rates of interestB.R+6% p.a. as at yearend (Previous Year B.R+6% P.a)
-VI Union Bank of India
Nature of SecurityHypothecation and charges to the Bank against- Plant & Machin-ery existing & to be purchased installed at plot no. 12A MIDC,Saravali, Kalyan-Bhiwandi Road ,District Thane and all the tangiblemovable machinery & plant of the borrower together withspares,tools,accessories & other movable , both present & futurelying at their premises at Saravali (Bhiwandi) or wherever else thesame may be.
Terms of RepaymentRepayment in 60 Monthly installmentscommencing from Feb 2009. Last In-stallment due in March 2014. Rates ofinterest B.R+6% p.a. as at year end(Previous Year B.R+6% P.a)
-V Union Bank of India
Nature of Security(Secured against Equitable Mortgage of Land & Building & Hypoth-ecation of Plant & Machinaries, Both present & future as may bebrought into or stored at 12-A, Sarvali MIDC Kalyan Bhiwandi Road,Dist. Thane. This is further secured by personal guarantee of Direc-tors)
Terms of RepaymentRates of interest B.R.+1.25 p.a. as atyear end (Previous Year B.R.+1.25 P.a)
Cash Credit From Union Bank
Nature of Security(Secured against Hypothecation of all the Stock of Raw material,Dyes & Chemicals, Stocks-in-process, Finished Goods & BookDebts (both present & future). Outstanding Monies receivableClaims, etc. except related to exports. Mortgage has been createdin favour of the Bank of The Company’s immovable property viz.Allthat piecs or parcel of leasehold land admeasuring 6069 squaremeter or there about comprised in plot 12-A MIDC Industrial Estate,Bhiwandi - Kalyan Road, Situated in Village Pimpalghar in SaravaliTaluka, Registration Sub-District Bhiwandi District Thane in theState of Maharashtra.Together with building or structures Constructedor erected thereon on to be constructed or erected thereon withpresent and future and the plant, machiners boilers, enginesembedded to earth or permanently fastened to anything embbeddedto earth and every part thereof. This is further secured by personalguarantee of the Directors)
..25..
NOTE : 5 DEFERRED TAX LIABILITY (Net)
PARTICULARS As At March 31, 2012 As At March 31, 2011Rupees Rupees
Deferred Tax Assets Related to Gratuity 127,440.00 88,475.04
Related to Current Year Loss - -
Deferred Tax Liability Related to Fixed Assets 16,998,290.00 15,088,819.21 Disallowance under the Income Tax Act, 1961 - -
TOTAL 16,870,850.00 15,000,344.16
NOTE NO: 6 - LONG-TERM PROVISIONS:
PARTICULARS As At March 31, 2013 As At March 31, 2012Rupees Rupees
(a)Provision for Gratuity 412,412.00 286,327.00
412,412.00 286,327.00
NOTE NO: 7 - : TRADE PAYABLES
PARTICULARS As At March 31, 2013 As At March 31, 2012Rupees Rupees
(a) Sundry Creditors for Goods 9,113,729.75 4,848,638.15
(b) Sundry Creditors for Expenses 2,641,808.42 3,964,194.42
11,755,538.17 8,812,832.57
Terms of RepaymentRates of interest B.R.+5.25% p.a. asat year end (Previous Year B.R.+5.25%P.a)
Packing Credit From Union Bank
Nature of SecuritySecured against hypothecation of Raw material ,semi-Finied goodsin the form of suitings & shirtings, stock of chemicals used in dyeingpurpose & other materials lying in company’s godown at plot no.12A ,MIDC Saravali , Kalyan Bhiwandi Road, Bhiwandi or in Transitor in the place of agent & Existing & Future plant Machinery andhypothecation of Export Bills under L/C or Confirmed Contracts(DP/DA).
Installments falling due in respect of all the above loans upto31.03.2013 have been grouped under “Current Maturities for LongTerm Borrowings”(Refer Note 8)
..26..
NOTE NO: 8 - OTHER CURRENT LIABILITIES:
PARTICULARS As At March 31, 2013 As At March 31, 2012Rupees Rupees
(a) Provision for Expenses 2,109,298.00 2,126,713.00
(b) Current Maturities for Long Term Borrowings 14,508,120.00 14,475,182.00
(c) Sundry Creditors for Capital Goods 1,614,011.00 602,497.00
(d) Statutaty Dues - 31,334.00
(e) TDS Payable 91,644.00 123,903.00
18,323,073.00 17,359,629.00
NOTE NO: 9 - SHORT-TERM PROVISIONS:
PARTICULARS As At March 31, 2013 As At March 31, 2012Rupees Rupees
(a) Provision for Taxation 2,936,152.00 2,368,359.00
2,936,152.00 2,368,359.00
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..28..
NOTE NO: 11 - Non-Current Investments
PARTICULARS As At March 31, 2013 As At March 31, 2012 Rupees Rupees
In Equity Shares of Companies - Unquoted, fully paid up (i)5000 of Sumit Glasses (P) Ltd. of Rs. 100/- each 2,500,000.00 2,500,000.00
(ii)10000 of AU-FAIT Consultants Pvt. Ltd. of Rs.10/- each 500,000.00 500,000.00
(iii)1000 of Ganesh Consultants Pvt. Ltd. of Rs. 100/- each 500,000.00 500,000.00
3,500,000.00 3,500,000.00
NOTE NO: 12 - Inventories
PARTICULARS As At March 31, 2013 As At March 31, 2012Rupees Rupees
(i) Consumable Stores 3,484,199.00 9,884,957.00
(ii) Finished Fabrics 24,639,660.00 13,412,315.00
(iii) Grey Fabrics 5,065,666.00 12,162,544.00
33,189,525.00 35,459,816.00
NOTE NO: 13 - TRADE RECEIVABLES
PARTICULARS As At March 31, 2013 As At March 31, 2012Rupees Rupees
(Unsecured and considered good)
(a) Debts outstanding for more than six months 109,552.00 206,652.00
(b) Other debts 45,544,271.66 48,986,427.00
45,653,823.66 49,193,079.00
NOTE NO: 14- CASH AND CASH EQUIVALENTS:
PARTICULARS As At March 31, 2013 As At March 31, 2012Rupees Rupees
(a)Balance with Scheduled Bank 25,078.37 14,993.79
(b)Cash on hand 264,673.90 168,443.90
(As physically verified by the management)
289,752.27 183,437.69
..29..
NOTE NO. 15- SHORT TERM LOANS AND ADVANCES
PARTICULARS As At March 31, 2013 As At March 31, 2012 Rupees Rupees
(Unsecured and considered good)
(a) Advances recoverable in Cash or in kind or for
value to be received or adjusted 13,448,713.23 6,097,875.00
(b)Security Deposit 2,454,069.00 1,797,069.00
(c) MAT Credit Entitlement 459,250.00 364,180.00
(d)Others - -
16,362,032.23 8,259,124.00
NOTE NO. 16 - OTHER CURRENT ASSETS
PARTICULARS As At March 31, 2013 As At March 31, 2012 Rupees Rupees
(h)Furance and Lubricants 61,404,862.00 42,084,678.00
187,726,066.25 137,410,027.98
..31..
NOTE NO.23- EMPLOYEE BENEFIT EXPENSE
PARTICULARS For the Period ended For the Period endedMarch 31, 2013 March 31, 2012
Rupees Rupees
(a) Salaries and wages 2,231,016.00 2,305,939.20
(b) Bonus 45,375.00 45,175.00
(c) Gratuity 126,085.00 40,927.00
(d) ESI Employer Contribution 193,138.00 139,946.00
(e) P.F.EMPLOYER EXP.A/C 159,100.00 218,507.00
2,754,714.00 2,750,494.20
Disclosure pusuant to Accounting Standard- 15 “Employee Benefits”(i) The company has made a provision amounting to Rs.126085 in the profit & Loss Account for the year ended
31st March 2013 under defined Contribution Plans.
(ii) Details of Defined Plan
Assumptions Gratuity
Discount Rate 8% P.A.
Expected Return On Plan Assets N/A
Mortality L.I.C. 1994-96 Ultimate
Future Salary Increases 5% after every 2 years
Disability N i l
Attrition 0.5% p.a.
Retirement 58 Years
Change in the Present Value of the Obligation and in the fair Value of the Assets
Mar-13 Mar-12Present Value of Obligation 01-04-2012 286327 245400
Interest cost 22906 19632
Current Service Cost 103999 91858
Past Service Cost 0 0
Benefits Paid 0 0
Acturial (gain) loss on Obligation -820 -70563
Present Value of Obligation 31-03-2013 412412 286327
Total Acturial gain (Loss) to be recognised 70563 70563
Balance Sheet RecognitionPresent value of obligation 412412 286327
Fair value of Plan Assets 0 0
Liability (assets) 412412 286327
unrecognised Past Service Cost 0 0
Liability (asset) recognised in the Balance Sheet 412412 286327
Profit & Loss- ExpensesCurrent Service Cost 103,999 91,858
Interest Cost 22,906 19,632
Expected Return on Plan Assets 0 0
Net Acturial gain( loss) Recognised in the year -820 -70,563
Expenses Recognised in the statement of Profit & Loss 126,085 40,927
..32..
NOTE NO: 24- FINANCE COSTS
PARTICULARS For the Period ended For the Period endedMarch 31, 2013 March 31, 2012
Rupees Rupees
(a) Interest on Term Loan 4,607,416.00 5,917,635.97
(b) Interest on Bank (Cash Credit Facilities) 4,964,486.00 4,021,635.00
(c) Interest on Packing Credit 2,083,942.76 3,012,617.90
11,655,844.76 12,951,888.87
NOTE NO: 25 - OTHER EXPENSES
PARTICULARS For the Period ended For the Period endedMarch 31, 2013 March 31, 2012
Bank Charges & Commission 484,108.87 816,003.61Conveyance Expenses 382,969.00 321,434.00
Export Expenses 3,209,151.00 1,846,918.00
Advertisement 102,087.00 84,501.00
Commission & Brokerage Sale 1,601,246.00 1,928,764.00
Distribution Expenses 1,389,404.00 2,012,423.00
13,027,483.87 12,046,155.11
NOTE NO: 26 - TAX EXPENSE
PARTICULARS For the Period ended For the Period endedMarch 31, 2013 March 31, 2012
Rupees Rupees
(a) Current Tax 2,907,640.00 2,352,190.00
(b) Deffered Tax 1,870,505.84 931,630.00
(c) Previous year Income tax Adjustments 95,860.00 -
(d) Mat Credit (95,070.00) -
4,778,935.84 3,283,820.00
..33..
Note No. 27 - Auditors Remunaration
Particulars 2012-13 2011-12
Rs. Rs.
Audit Fees 90,000 90,000
Tax Audit Fees 20,000 15,000
Others 20,000 15,000
130,000 120,000
NOTE 28 EARNINGS PER SHARE (EPS)
Particulars 2012-13 2011-12
(i) Net Profit after tax as per Statement of Profit and Loss 10480254.23 9783912.49
attributable to Equity Shareholders
(ii) Weighted Average number of equity shares used as 4250000 4250000
denominator for calculating EPS
(iii) Basic and Diluted Earnings per share (Rs) 2.47 2.30
(iv) Face Value per equity share (Rs) 10 10
NOTE : 29 The details pertaining to related party transactions in terms of Accounting Standard (AS 18)
“Related Parties” are as follows:
a) Related Parties:Name of the related party Nature of Relationship1. Arvind S. Khator Director2. Ashok S. Khator Director3. Kailash S. Khator Mg. Director
b) Relative of Key Management Personnel1. Praful A.Khator
c) Disclosure of Transactions between the Company and Related Parties and the status of Outstanding Balancesas on 31st March, 2013
d) Name of Transaction Key ManagementPersonnel & Others
Expenses —
Remuneration 3065000.00
e) Managerial Remuneration paid/payable to the Manager during the Year : –
Particulars Current Year(In Rupees) Previous Year(In Rupees)
Remuneration 720000 360000
TOTAL 720000 360000
f) Managerial Remuneration paid/payable to the directors during the Year
Particulars Current Year(In Rupees) Previous Year(In Rupees)
Remuneration 1745000 1005000
TOTAL 1745000 1005000
..34..
Note No. 30 - Other Notes a) Quantitative information with regard to class of goods manufactured:
Unit 31.03.2013 31.03.20121 Licensed Capacity :
Not Ascertainable, as depends on the Quality2 Installed Capacity :
Not Ascertainable, as depends on the Quality3 Production:b)Quantitative Details of Raw Materials (Job)
Grey Febrics 31.03.2013 31.03.2012 Mtrs Mtrs
1 Opening Stock 969376.70 959366.10
2 Receipts 28900739.15 26938281.55
3 Consumption 28194114.00 26928270.95
4 Closing Stock 1676001.85 969376.70
5 Yield of Finshed Product 26557155.00 25324524.80
6 % of Yield 94.19% 94.04%
c)Quantitative Details of Finished Fabrics (Job)Finished Febrics 31.03.2013 31.03.2012
Mtrs Mtrs1 Opening Stock 718622.00 535094.16
2 Qty. Manufactured 26557155.00 25324524.80
3 Dispatches 26246325.00 25140996.96
4 Closing Stock 1029452.00 718622.00
d) Quantitative and Value Analysis of Sales Turnover
S.No. Particuilar Unit Qty. 31.03.13 Rs. Qty. 31.03.12 Rs.