| THE MEMBERS,
The Directors present their Seventeenth Annual Report along with the
audited Financial Statements for the year ended on 31st March,
2011.
1. FINANCIAL RESULTS (Rs in lacs)
2010-11 2009-10
Sales & Other Income 13334.99 258.51
Profit/(Loss) before Depreciation, 387.56 (46.92)
Interest and taxation
Less: Net Interest Nil Nil
Profit / (Loss) after Interest but before 387.56 (46.92)
Depreciation and Taxation
Less: Depreciation 51.80 3.05
Profit/(Loss) before tax 335.76 (49.97)
Less : Current Tax 7.18 Nil
Less : Deferred Tax 10.33 1.57
Profit / (Loss) for the year 318.25 (51.54)
Balance as per last year's (706.60) (655.06)
Balance Sheet Adjustment on account of 440.00 Nil
reduction of capital
Balance carried to Balance Sheet 51.65 (706.60)
2. OPERATIONS
Your directors inform you that since company was taken over by new
management and immediate after takeover, the management has taken lots
of steps and initiatives for long term survival and growth of the
Company. The Company has taken up factory premises on rent and started
manufacturing of garments in Ludhiana in Punjab. The company has made
capital expenditure on installation of garment machines imported from
abroad. The Company has also set up another garment manufacturing unit
at Nalagarh in Himachal Pradesh in the area notified by Government for
receiving various subsidies and benefits.
The year saw a increase in sales in both the Domestic and Export
Markets. During the financial year under review, the Company achieved
sales of s13334.99 Lacs against s258.51 lacs in the previous year. The
performance in terms of net profit was substantially below expectations
mainly because of appreciation of rupee.
The Company is on horizon of expansion track and wish to set
international quality standards to mark its presence worldwide in
garment business. The Company is also planning to get heights in
wholesale distributorship business of Computer hardware, software,
papers, etc. Your directors are confident that operations would bring
positive results in near future.
3. SUB DIVISION OF EQUITY SHARES
In order to improve liquidity position and easy tradability of shares,
shareholders in Extra Ordinary General Meeting held on 21.08.2010 has
approved the sub division of Equity shares capital of the Company by
sub dividing the Equity Shares of face value of s10 each to s1 each,
however it is approved and all formalities is completed and the company
equity shares face value of s10 each to s1 each w.e.f 15.06.2011.
4. SUBSIDIARIES
As required under section 212 of the Companies Act, 1956, the audited
statements of accounts, along with the Reports of the Board of Directors
and Auditors thereon of M/s EZY Info soft Pvt. Ltd. is annexed.
5. DIVIDEND
In view of the loss for the year and carried forward losses of the
Company, your Directors do not recommend any dividend for the year
under review.
6. DIRECTORS
During the year, Mr. Yogesh Thakur was appointed as Whole Time Director
of the Company on 27.5.2011 and Mr. Kulbhushan Sharma was appointed as
Additional Director of the Company on 27.05.2011 and 28.05.2011 and Mr.
Vikash Shekhar, Mr. Birendra Kumar, Mr. Akash Deep Sharma and Ms. Chay
Suet Meng resigned from directorship of the Company w.e.f 20.01.2011,
27.05.2011, 14.11.2011 and 14.11.2011 respectively.
In accordance with the provisions of the Companies Act, 1956 and the
Company's Articles of Association, Mr Kwangsoo Kim, director of the
Company is liable to retire by rotation and being eligible offers
himself for re-appointment. The board recommends the appointment of Mr
Kwangsoo Kim.
7. FIXED DEPOSITS
The Company have not accepted any Fixed Deposits from the Public in the
Financial Year 2010-2011.
8. INTERNAL CONTROL SYSTEM
The Company has a proper and adequate system of internal control. An
extensive program me of internal audits and management reviews
supplement the process of internal control. Properly documented
policies, guidelines and procedures are laid down for this purpose.
The Company has an Audit Committee comprising of majority of
Independent, Non Executive and professionally qualified Directors, who
interact with the statutory auditors and internal auditors in dealing
with matters within its terms of reference. During the year under
review, the Committee met five times.
9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed Report on Management Discussion and Analysis, pursuant to
Clause 49 of the Listing Agreement is annexed to this report.
10. CORPORATE GOVERNANCE
The Company has been practicing the principles of good Corporate
Governance over years. The Board of Directors supports the broad
principles of Corporate Governance. In addition to the basic governance
issues, the Board lays strong emphasis on transparency, accountability
and integrity.
The Company has been in compliance with all the conditions of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement with
Stock Exchange and a Certificate from the Auditors to this effect is
enclosed as a part of the Corporate Governance Report.
In terms of sub-clause (v) of Clause 49 of the Listing Agreement, Whole
Time Director have confirmed the correctness of the financial
statements, adequacy of the internal control measures and reporting of
matters to the Audit Committee in terms of the said Clause.
11. DEPOSITORY SYSTEM
As members are aware, your Company's shares are tradable compulsorily
in electronic form and the Company has established connectivity with
both the depositories, i.e., National Securities Depository Limited
(NSDL) and Central Depository Services (India) Limited (CDSL). In view
of the numerous advantages offered by the Depository System, members
are requested to avail the facility of dematerialization of the
Company's shares on either of the Depositories as aforesaid.
12. AUDITORS
M/s. Doogar & Associates, Chartered Accountants, Statutory Auditors of
the Company, retires at the ensuing Annual General Meeting and are
eligible for re- appointment. The Company has received the letter from
them to the effect that their appointment, if made, would be within the
prescribed limits under section 224(1B) of the Companies Act, 1956.
The Notes on Accounts referred to in the Auditors' Report are
self-explanatory and therefore do not call for any further comments.
13. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND
PROTECTION FUND
Pursuant to the provisions of Section 205A(5) of the Companies Act,
1956, the declared dividends and interest on fixed deposits which
remained unpaid or unclaimed for a period of seven years, if any, have
been transferred by the Company to the Investor Education and
Protection Fund (IEPF) established by the Central Government pursuant
to Section 205C of the said Act.
14. CONS E RVAT I O N OF EN E RGY, TECHNOLOGY ABSORBTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
The information required under section 217(1)(e) of the Companies Act,
1956 read with Companies (Disclosure of Particulars in the Report of
the Board of Directors) Rules, 1988 relating to "Conservation of
Energy, Technology Absorption and Foreign Exchange Earnings and Outgo"
is annexed and forms an integral part of this Report.
15. PARTICULARS OF EMPLOYEES
Particulars of employees as required under section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, as amended is annexed and forms an integral
part of this Report.
16. PERSONNEL
Your Directors place on record their appreciation for the significant
contribution made by all the employees, who through their competence,
hard work, solidarity and co-operation, have enabled the Company to
cross new milestones.
17. TRADE RELATIONS
The Board desires to place on record its appreciation for the support
and co- operation that the Company received from its suppliers,
distributors, retailers and other associates. The Company has always
looked upon them as partners in its progress and has happily shared
with them rewards of growth. It will be Company's endeavor to build and
nurture strong links based on mutuality, respect and co- operation with
each other and consistent with customer interest.
18. LISTING WITH STOCK EXCHANGE
The shares of the Company are presently listed at Bombay Stock Exchange
Limited. The Listing fee for the year 2011-12 has been paid to the
Bombay Stock Exchange Limited.
19. AUDITORS' REMARKS
Comments made by the Statutory Auditors in the Auditors' Report are
self-explanatory and do not require any further clarification.
20. CEO/CFO CERTIFICATION
The Certificate addressed to the Board of Directors of the Company
required under Corporate Governance concerning the annual financial
statement is annexed to the Corporate Governance Report.
21. DIRECTORS' RESPONSIBILITY STATEMENT
In compliance of Section 217 (2AA) of the Companies Act, 1956, the
Directors state that :
1. In the preparation of the annual accounts for the year ended 31st
March, 2011, the applicable accounting standards have been followed.
There are no material departures from the applicable accounting
standards.
2. Such accounting policies have been selected and applied
consistently and such judgments and estimates have been made as 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 ended on and
loss of the Company for the year.
3. Proper and sufficient care have been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
4. The Annual Accounts has been prepared on a going concern basis.
22. ACKNOWLEDGEMENT
Your Directors record their appreciation of support and co-operation
extended by all shareholders, banks, government authorities and
business associates towards growth of the Company.
For and on behalf of the Board
for LS Industries Limited
Place : Nalagar Yogesh Thakur Kulbhushan Sharma
Date : 14th November, 2011 Whole Time Director Additional Director
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