Dumraon Textiles LTD 2010
Dumraon Textiles LTD 2010
Dumraon Textiles LTD 2010
net
DUMRAON TEXTILES
LIMITED
2009-2010
47 th
ANNUAL
REPORT
ACCOUNTS
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TEXTILES LIMITED
140B, BLOCK - G, NEW ALIPORE
KOLKATA - 700 053
NOTICE
Notice is hereby given that the Forty Seventh Annual General Meeting of the Members of Dumraon Textiles
Limited will be held at 140B, Block - G, New Alipore, Kolkata - 700 053 on Thursday, the 30th day of September,
2.010 at 4.00 P.M to transact the following businesses:
ORDINARY BUSINESS:
1. To consider and adopt the Final Accounts of the Company for the financial year ended 31st March, 2010
and the Reports of the Directors and Auditors thereon.
2. To appoint a Director in place of Mr. Chandra Vijay Singh, who retires by rotation, and being eligible
offers himself for re-appointment.
3. To appoint M/S. Lodha & Co., the retiring Auditors as Statutory Auditors of the Company to hold the
office from conclusions of this Annual General Meeting until the conclusion of next Annual General
Meeting at a remuneration to be mutually decided with the Auditors.
SPECIAL BUSINESS:
Item No. 4
To consider and if thought fit, to pass with or without modification the following resolution as an Ordinary
Resolution:-
"RESOLVED that pursuant to the provision of Sec. 198, 269, 309 read with Schedule XIII & other applicable provisions,
if any, of the Companies Act, 1956 including any Statutory modification thereof and subject to the approval of Central
Government, the Company hereby accords its approval for fixation of remuneration of Rs.50,000/- per month payable
to Mr. Pawan Patwari, Managing Director of the Company, with effect from l s l April 2010 subject to terms and
conditions as has been agreed to between the company and Mr. Pawan Kumar Patwari, with the liberty to the Board Of
Directors to alter and/or vary the terms and conditions of the appointment including the remuneration."
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NOTES :
1. A Member entitled to attend and vote at the Annual General Meeting may appoint a proxy to attend
and vote on poll on his behalf. A proxy need not be a member of the Company.
Proxies, in order to be effective, must be received at the registered office of the Company not less than
48 hours before the commencement of the Annual General Meeting i.e. by 4 A.M. on 28th September, 2010.
2. The Share transfer books and Register of Members of the Company will remain closed from 24th
September, 2010 to 30th September, 2010 (both days inclusive)
3. Explanatory Statement pursuant to section 173(2) of the Companies Act,1956 relating to Special Business
to be transacted at the Annual General Meeting is annexed hereto.
4. Additional information, pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, of
Directors seeking for re-appointment at the Annual General Meeting is annexed hereto.
5. Members, who wish to obtain information on the Accounts of the Company for the financial year ended
31 st March, 2010 may send their queries at least 10 days before the date of annual General Meeting to the
Company at the Registered Office of the Company.
6. Members / Proxies are requested to bring their attendance slips along with copy of the Annual Report and
accounts to the Annual General Meeting.
7. Members holding shares in physical form are requested to advise immediately, change in their address, if
any, quoting their folio number(s),to the company's Registrar & Share Transfer Agent.
8. Members who hold shares in physical form in single name are advised, in their own interest to avail of the
nomination facility by filling Form 2B (in duplicate) as prescribed under the Companies (Central
Government's) General Rules & Forms, 1956, with the Company or Registrar & Share Transfer Agent. The
Company's Registrars & Share Transfer Agent on request will supply blank forms.
Explanatory notes are required by Section 173 of the Companies Act, 1956, in respect of Special Business as set
out in Notice.
Item No. 4
Mr. Pawan Patwari was appointed as the Managing Director of the Company for a period of 5 years w.e.f.
7th March, 2007 to 6th March, 2012 pursuant to the provisions of Sec. 198,269 & 309 read with Schedule XIII &
other provisions of the Companies Act, 1956. The appointment was approved by the Shareholders in the Extra
Ordinary General Meeting held on 27th April,2009.
The Board of. Directors of the Company at its Meeting held on 31 st July, 2010 have subject to the approval of the
Members and the Central Government and other approvals as may be required, considered and approved the
payment of remuneration of Rs.50,000/- per month to Mr. Pawan Patwari, Managing Director of the Company
with effect from 1st April, 2010 to 06.03.2012.
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Mr. Pawan Patwari, aged about 52 years is a Commerce graduate and has more than 20 years of experience in
the Industry.
The Board of Directors of your Company feels that the remuneration proposed to be paid to Mr. Pawan Patwari
is justified having regard to the change in the market scenario & devotion of much time for the Company.
None of the directors of the Company is concerned or interested in the proposed resolution, except to the extent
of their shareholding.
(Pawan Patwari)
Managing Director
Dated: 31st day of July,2010
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DIRECTORS REPORT
To,
THE SHAREHOLDERS
FOR THE YEAR ENDING 31 ST MARCH'2010
The Directors of the Company take pleasure in presenting their Forty Seven Report and Statement of Accounts
for the year ended 31.03.2010
1. During the year, Company has incurred net loss of Rs.1.07 Lac as against net profit of Rs. 11.68 Lac last year
(after including profit on sale of absolute plant & machinery and surplus land in terms of BIFR order) after
charging depreciation of Rs.26.09 Lac as against Rs. 12.20 ,Lac during the last year.
The production during the year has increased by 48% in comparison to last year. Even now, the production is
below standard due to due to frequent power tripping resulting in higher cost of production. Efforts are made to
improve the margins by rationalization of work force, improvement of plant productivity, cost control. Your
Directors are cautiously optimistic for improved performance.
Your Company's thrust on modernization and debottlenecking of plant continued to improve plant efficiency and
quality of products to compete with products manufactured from latest technology plant.
DIVIDEND: _ -
2. In view of net loss, the Board does not recommend any dividend during the year.
LABOUR RELATION:
'3."Relation with workers and other staff members in the company were cordial.
FUTURE PROSPECTS:
4. Company decided to install 2MW captive power plant and 10MT/Hr rice milling plant to overcome power
problem and reduction of energy cost. Company is in process to acquire suitable land for installation of the
plant.
DIRECTORS: Sri Chandra Vijay Singh, who retires by rotation, and being eligible, offers himself for re-
appointment.
AUDITORS:
M/s. Lodha & Company, Chartered Accounts, retires and is eligible for re-appointment.
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PARTICULARS OF EMPLOYEES:
The particulars as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975 as amended are not applicable, as none of the employees of the
Company falls under the figure prescribed.
1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed
to the extent practical.
2. The Directors have selected such accounting policies as mentioned in Schedule-'R' of the Annual
Accounts and applied them consistently as far as practical and made judgments and estimates that
are responsible and prudent so as to give a true and fair view to state affairs of the company as at
31.03.2010 and of the Profit/loss of the company.
3. Proper and sufficient care for maintenance of adequate accounting records in accordance with the
provisions of the aforesaid Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities to the extent practical and the Annual Accounts have been
prepared on a "going concern basis".
The company has no activities relating to conservation of energy or technology absorption. The Company has
no foreign Exchange earnings or outgoes during the period under review.
APPRECIATION:
We would like to express thanks to our shareholders for their confidence and understanding.
KOLKATA
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CIN. : L17115WB1963PLC025734
Authorised Share Capital: Rs. 1,85,00,000/-
Paid-up Share Capital : Rs. 1,30,00,000/-
To
The Shareholders
M/S. DUMRAON TEXTILES LIMITED
140B, BLOCK-G, NEW ALIPORE
KOLKATA - 700 053
We have examined the registers, records, books and papers of M/s. Dumraon Textiles Limited as required to
maintained under the Companies Act 1956, (the Act) and the rules made there under and also the provisions
contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31st
March, 2010. In our opinion and to the best of our information and according to the examinations carried out by
us and explanations furnished 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 registers as stated in Annexure'A 1 to this certificate, as per the
provisions and the rules made there under and all entries therein have been duly recorded.
2. The Company has duly filed the forms and returns as stated in Annexure 'B' to this certificate, with the
Registrar of Companies, Regional Director and Central Government with in the time prescribed under the Act
and the rules made there under. There were no forms and returns to be filed with Company Law Board or
other authorities.
3. The Company being a public limited Company, comments are not required.
4. The Board of Directors duly met 4 (Four) times on 30th April 2009, 31 st July 2009, 31 st October 2009 and 29th
January 2010 in respect of which proper notices were given and the proceedings were properly recorded and
signed in the Minutes Book maintained for the purpose. No circular resolution was passed.
6. The Company has closed its Register of Members from 24th September 2009 to 30th September 2009.
7. The Annual General Meeting for the financial year ended on 31st March, 2009 was held on 30th September
2009 after giving due notice to the members of the Company and the resolutions passed thereat were duly
recorded in Minutes Book maintained for the purpose.
7. No Extra Ordinary General Meeting was held during the financial year.
9. The Company has not advanced any loans to its directors and / or persons or firms or companies referred to
under section 295 of the Act during the financial year.
Contd [2]
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[2]
9. The Company has duly complied with the provisions of section 297 of the Act in respect of the contracts
specified in that section.
10. The Company has made necessary entries in the Register maintained under section 301 of the Act, during the
year.
11. There were no instances falling within the purview of section 314 of the Act, the Company has not obtained
approvals from the Board of Directors, Members and has applied for the approval from Central Government.
12. The Company has not issued any duplicate certificates during the financial year.
i) delivered all the certificates on allotment of shares in accordance with the provisions of the Act. There
was no transfer/transmission of securities during the financial year.
ii) not deposited any amount in a separate Bank Account as no dividend was declared during the financial
year.
iii) not posted warrants to any member of the Company as no dividend was declared during the financial
year.
iv) not transferred any amount to the Investors Education and Protection Fund as no amount was
unclaimed or unpaid for a period of seven years.
14. The Board of Directors of the Company is duly constituted. There was no appointment of additional directors
and/or alternate directors to fill casual vacancy during the year.
15. The Company has not appointed any managing Director/whole-time Director/Manager, during the financial
year.
16. The Company has not appointed any sole-selling agents during the financial year.
17. The Company has applied for approval of the Central Government for contracts with related parties as
prescribed under the various provisions of the Act.
18. The directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the
provisions of the Act and the rules made there under.
19. The Company has issued 3,00,000,Equtiy Shares during the financial year.
20.. The Company has not bought back any shares during the financial year.
Contd [3]
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[3]
21. The Company has not redeemed preference shares during the financial year.
22. There were no transactions necessitating the Company to keep in abeyance the rights to dividend, rights
shares and bonus shares pending registration of transfer of shares. .
23. The Company has not invited/accepted any deposits including any unsecured loans falling within the purview
of section 58A and 58AA during the financial year.
24. The Company has not borrowed from its directors, members, public financial institutions, banks and others
during the period.
25. The Company has not made loans and investments or given guarantees or provided securities to other bodies
corporate.
26. The Company has not altered the provisions of the memorandum with respect to situation of the Company's
registered office from one State to another during the financial year under scrutiny.
27. The Company has altered the provisions of the memorandum with respect to the objects of the Company
during the financial year under scrutiny.
28. The Company has not altered the provisions of the memorandum with respect to the name of the Company
during the financial year under scrutiny.
29. The Company has altered the provisions of the memorandum with respect to the Share Capital of the
Company during the financial year under scrutiny.
31. The Company has not altered its articles of association during the financial year under scrutiny.
31. There was no prosecution initiated against or show cause notices received by the Company, during the
financial year, for offences under the Act.
32. The Company has not received any money as security from its employees during the financial year.
33. Provisions of section 418 of the Companies Act, 1956 is not applicable to the Company.
( Mukesh Rathi )
Partner
C. P. No: 4795
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