DIRECTORS' REPORT The Directors present the Forty Ninth Annual report on the working of the Company for the year ended 31st March, 2014, together with the Statement of Accounts for that year. CONSOLIDATED FINANCIAL STATEMENTS As required by Listing Agreements with the Stock Exchanges, the Consolidated Financial Statements prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India are attached. DIRECTORS' RESPONSIBILITY STATEMENT The Directors confirm that:- i.in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; ii.the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year on 31st March, 2014 and of the profit of the company for that period; iii.the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities and; iv. the directors had prepared the annual accounts on a going concern basis. OPERATIONS The Company has achieved good performance for the year under review, improving upon the profitability despite prevailing recessionary and highly competitive conditions. This has been possible through continuous efforts in cost optimization and improved realization. The Management is conscious of the fact that this improvement needs to be sustained over the coming years through continued efforts towards higher value product mix and better capacity utilization. The Company has made exit from the Partnership which was engaged in the Real Estate business at Tirupur so as to avoid possibility of losses which may have to be suffered in future in view of the ongoing litigation for tax demands. The accounts recognize a loss of about Rs.111 lacs suffered in this regard. Pudumjee Hygiene Products Limited, the Company's wholly-owned subsidiary whilst continuing to concentrate on institutional business, has been able to improve its gross margins, which gains have been offset by the increased fixed and financing costs. The Company is identifying new market segments to reposition some of its products with the objective of increasing the volumes to improve upon the net margins. Pudumjee Holdings Limited, the Company's wholly owned subsidiary which was incorporated about two years back for the purpose of engaging in activities relating to investment and finance is yet to undertake any significant activity. The labour relations in the Company continue to remain cordial. DIRECTORS Mr. Shyam M. Jatia who was Chairman and Managing Director of the Company has resigned from the Board with effect from 31st August, 2013. Mr. Jatia was appointed in 1980 as director and subsequently be became Chairman and Managing Director of the Company. The management recognizes the services rendered by him during his tenure. Mr. G. N. Jajodia will retire by rotation and being eligible, offers himself for re-appointment. Mr. G. N. Jajodia, who was non executive Director was appointed by the board as Executive Director with effect from 1st September, 2013. Ordinary Resolution has been proposed for his appointment as Executive Director for a period of five years and payment of remuneration to him. Messrs R. C. Saraf, A. K. Somany, R. P. Shroff, Vinod Kumar Jatia and A. S. Dayal are independent directors under Companies Act, 2013 and therefore are not liable for retirement by rotation, Mrs. Poonam Jatia, who is a promoter, has been appointed as an Additional Director on the Board of the Company with effect from 17.09. 2013. According to the provisions of Section 161 of the companies Act, 2013 she will hold the office upto the date of ensuing Annual General Meeting. A Resolution has been proposed for her appointment. Mr. Vinod Kuamr Jatia has been appointed as an Independent Additional Director on the Board of the Company with effect from 17.09. 2013. According to the provisions of Section 161 of the companies Act, 2013 he will cease to hold the office on the date of ensuing Annual General Meeting. A Resolution has been proposed for his appointment as an Independent director who will not be liable to retire by rotation. The Directors commend the resolution for your approval. Mr. Viond Kumar Jatia was appointed as Chairman of the Board with effect from 23rd October, 2013 These resolutions are commended for your approval. AUDITORS Members are requested to appoint Auditors to hold office from the conclusion of ensuing Annual General Meeting until the conclusion of the 51st Annual General Meeting and to fix their remuneration. STATEMENTS UNDER SECTIONS 217(1)(e) AND 217(2A) Statement giving details as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 is attached and marked Annexure 'A'. During the year under review no employee had drawn in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended to date. REPORT ON CORPORATE GOVERNANCE The Report on Corporate Governance, in accordance with the guidelines of the Securities & Exchange Board of India and Clause 49 of the Listing Agreements with the Stock Exchanges, is attached and marked Annexure 'B'. On behalf of the Board of Directors, VINOD KUMAR JATIA Chairman Place : Mumbai Dated : 17th May, 2014 |