khator fibre and fabrics limited - · pdf filekhator fibre and fabrics limited 27th annual...

..1..

KHATOR FIBRE AND FABRICS LIMITED27TH ANNUAL REPORT & ACCOUNTS, 2012 – 2013

MANAGING DIRECTOR : Shri. Kailash S. Khator

WHOLE TIME DIRECTORS : Shri. Arvind S. KhatorShri. Ashok S. Khator

DIRECTORS : Shri. Jogendra B. ChodharyShri. Mukesh KhandelwalShri. Devkumar P. Lohar

AUDITORS : M/s S. R. Goyal & Co.Chartered Accountants,“SRG HOUSE” Plot No. 2, M. I. Road,Opp. Ganpati Plaza, JAIPUR - 302 001.

BANKERS : UNION BANK OF INDIA

REGISTRAR & SHARETRANSFER AGENTS : M/s Sharex Dynamic (India) Pvt. Ltd.

1st Flr, 44-E, M Vasanti Marg,Andheri-Kurla Rd., Safed Pool,Andheri (E), Mumbai: 400072Tel: 22 64 13 76 / 2270 24 85Fax: 22 64 13 49E mail: [email protected]: [email protected]

REGISTERED OFFICE : G/67, Modi Nagar, Ajmer Road,Jaipur, Rajasthan- 302019

CORPORATE OFFICE : 9/11, Assembly Lane,38, Dadi Seth Agiary Lane,Kalbadevi, Mumbai – 400002

PLANT : 12-A.MIDC.Saravali,Kalyan-Bhiwandi Road,Dist. Thane, Maharashtra.

..2..

KHATOR FIBRE AND FABRICS LIMITED

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

..2..

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-

..3..

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.


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.

..4..

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.


Sd/- Sd/-ARVIND KHATOR KAILASH KHATORWhole Time Director Mg. Director

Place: MumbaiDated: 30th May, 2013

..5..

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


Sd/- Sd/-ARVIND KHATOR KAILASH KHATOR

Whole Time Director Mg. Director

Place: MUMBAIDated: 30th May, 2013

..6..

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.

..7..

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

..8..

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.


November, 2012.


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

..9..

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:

Name of Director Number & Name of Committee

Memberships / Chairmanships

Chairman No. Member No.

Shri Arvind Khator Nil Nil 0 Nil 0

Shri Ashok Khator Nil Nil 0 Nil 0

Shri Kailash Khator Nil Nil 0 AC –KFFLSIGCKFFL 2

Shri Jogendra Choudhary Nil ACKFFLSIGCKFFL 2 Nil 0

Shri Devkumar Lohar Nil Nil 0 Nil 0

Shri Mukesh Khandelwal Nil Nil 0 ACKFFLSIGCKFFL 2

AC – KFFL : Audit Committee – Khator Fibre and FabricsLimited

SIGC – KFFL :Shareholders / Investors GrievanceCommittee – Khator Fibre and Fabrics Limited

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

..10..

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

..11..

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

Received Resolved Pending

===============================================================

OTHERS

NON RECEIPT

OF CREDIT 0 0 0

NON RECEIPT

OF DIVIDEND

WARRANT 0 0 0

NON RECEIPT

OF ANNUAL

REPORTS 0 0 0

SEBI 0 0 0

STOCK

EXCHANGE

NON RECIEPT

OF SHARE

CERTIFICATE 0 0 0

NON RECIEPTOF SHARETRANSFER 0 0 0 ======================================================================================== Total: 0 0 0================================================================

VI. GENERAL BODY MEETINGS

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.


10/09/11 Arvind Marg, 11.00 A.M

M I Road,

Jaipur.


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.

AGM Date, Date:31st August, 2013

Time & Venue Time:12.00 Noon

Venue: Hotel Imperial, Arvind Marg,

M. I. Road, Jaipur, Rajasthan

Financial Year 1st April to 31st March

Book Closure

Date: 26th Aug., 2013 to 31st Aug., 2013

Dividend

Payment Date: Nil

Listing on Stock

Exchanges: The Bombay Stock Exchange Ltd.

Stock Code &

Demat Scrip

Code (ISIN) Bombay Stock Exchange

Stock Code: 521127

Scrip Code: INE 964G01016

Registrar & Sharex Dynamic (India) Private LtdTransfer Unit-1, Luthra Ind. Premises,1st Flr,Agents & 44-E, M Vasanti Marg,Andheri-KurlaAddress: Rd., Safed pool, Andheri(E),

Mumbai 400072Tel: 22 70 24 85 / 22 64 13 76Fax: 22 64 13 49E mail: [email protected]: www.sharexindia.com

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)

..14..

Plant Location:

12-A, MIDC, Saravali, Kalyan – Bhiwandi Road,District Thane, Maharashtra

Registered Office Address:

G / 67, Modi Nagar, Ajmer Road,Jaipur, Rajasthan – 302 019

Corporate Office & Correspondence Address:

9/11, Assembly Lane, 38, Dadiseth Agiary Lane,Kalbadevi Road, Mumbai– 400 002Ph No.: 022 22 41 48 70, 22 40 82 57, 22 40 17 58Fax: 022 22 40 40 41

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.

For S. R. GOYAL & CO.Chartered Accountants

Sd/-Place: Mumbai Anil GoyalDate: 30/05/2013 Partner

Membership No. 71158

..15..

S. R. GOYAL & CO.Chartered Accountants

AUDITOR’S REPORT

To,

The Members of

Khator Fibre & Fabrics Ltd.,

Jaipur

Report on the Financial Statements

We have audited the accompanying financial statements of Khator

Fibre & Fabrics Ltd. (“the Company”), which comprise the Balance

Sheet as at March 31, 2013, and the Statement of Profit and Loss and

Cash Flow Statement for the year than ended, and a summary of

significant accounting policies and other explanatory information.

Management’s Responsibility for Financial Statements

Management is responsible for the preparation of these

financial statements that give a true and fair view of the

financial position, financial performance of the Company

in accordance with the Accounting Principles generally

accepted in India including accounting Standards

referred to in section 211 (3C) of the Companies Act,

1956 (“the Act”). This responsibility includes the design,

implementation and maintenance of internal control

relevant to the preparation and presentation of the

financial statements that give a true and fair view and

are free from material misstatement, whether due to

fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these

financial statements based on our audit. We conducted

our audit in accordance with the Standards on Auditing

issued by the Institute of Chartered Accountants of India.

Those Standards require that we comply with ethical

requirements and plan and perform the audit to obtain

reasonable assurance about whether the financial

statements are free from material misstatement.

An audit involves performing procedures to obtain audit

evidence about the amounts and disclosures in the

financial statements. The procedures selected depend

on the auditor’s judgment, including the assessment of

the risks of material misstatement of the financial

statements, whether due to fraud or error. In making

those risk assessments, the auditor considers internal

control relevant to the Company’s preparation and fair

presentation of the financial statements in order to

design audit procedures that are appropriate in the

circumstances. An audit also includes evaluating the

appropriateness of accounting policies used and the

reasonableness of the accounting estimates made by

management, as well as evaluating the overall

presentation of the financial statements.

We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our audit

opinion.

Opinion

In our opinion and to the best of our information and

according to the explanations given to us, the aforesaid

financial statements give the information required by

the Act in the manner so required and give a true and fair

view in conformity with the accounting principles

generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs

of the Company as at March 31, 2013;

b) in the case of the Statement of Profit and Loss, of the

profit for the year ended on that date;

c) In the case of Cash Flow Statement, of the cash flows

for the year ended on that date

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order,

2003 (“the Order”) issued by the Central Government of

India in terms of section 227 (4A) of the Act, we give in

the Annexure, a statement on the matters specified in

paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) We have obtained all the information and

explanations, which to the best of our knowledge and

belief were necessary for the purpose of our audit;

..16..

b) In our opinion, proper books of accounts as required by

law have been kept by the Company, so far as appears from

our examinations of those books;

c) The Balance Sheet & dealt with by the report are in

agreement with the books of accounts of the Company;

d) In our opinion, the Statement of Profit & Loss and the

Balance Sheet comply with the mandatory accounting

Standards referred to in sub-section (3C) of section 211

of the companies act, 1956.

e) On the basis of confirmation received from directors

concerned as on March 31, 2013 and taken on record by

the Board of directors, none of the director are

disqualified from being appointed as a director under

clause (g) of Sub-section (1) of Section 274 of the

Companies Act, 1956.

FOR S.R. GOYAL & CO.

CHARTERED ACCOUNTANTS

FRNo-001537C

Sd/-

Camp: Mumbai (Anil Goyal)

Dated: 30.05.2013 Partner

M.No.71158

Referred to in paragraph 1 under the heading of

“Report on other Legal and Regulatory

Requirements” of our report of even date

i) a. The Company has maintained proper records

showing full particulars including quantitative

details and situation of fixed assets.

b. All the assets have been physically verified by

the management during the year and no material

discrepancies were noticed on such verification

as compared with available record.

c. The company has not disposed off any

substantial part of its fixed assets during the year.

ii). a. The stock of finished goods, stores, spare parts

and materials have been physically verified

during the year by the management.

b. The procedure of physical verification of stocks

followed by the management are reasonable and

adequate in relation to the size of the company

and nature of its business.

c. The company is maintaining proper records of

Inventory. The discrepancies noticed on

verification between the physical stock and books

records were not material.

iii). We have been informed that the Company has

neither granted nor taken any loans, secured or

unsecured, to or from companies, firms or other

parties listed in the Register maintained under

section 301 of the Companies Act 1956.

Accordingly, clause 4(iii) (b) to (d) of the order are

not applicable.

iv). According to the information and explanations

given to us and the records verified by us, there is

adequate internal control procedure

commensurate with the size of the company and

nature of its business.

v). There are no transaction during the year of

purchase of stores, raw materials or components

and sale of goods and materials (there being no

sale of services) made in pursuance of contracts

or agreements entered in the register maintained

u/s 301 of the Companies Act, 1956 as is evident

from the said register.

vi). As informed to us, the Company has not accepted

any deposit from the public during the year within

the meaning of section 58A or 58AA of the

Companies Act 1956 and the rules framed there

under. Therefore, the directives issued by the

reserve bank of India are not applicable.

vii). In our opinion, the internal audit system is

commensurate with the size of the Company and

the nature of its business

..17..

viii). As per information and explanations given to us,

the cost records as prescribed by the Central

Government u/s 209(1)(d) of the Companies Act,

1956 in respect of process house are being made

and maintained. We have, however not made a

detailed examination of the said records with a

view to determine whether they are accurate or

complete.

ix) a. According to the records of the Company, the

company is generally regular in depositing

undisputed statutory dues applicable to it.

b. According to the information and explanation

given to us, there are no dues in respect of Income

tax, wealth tax, excise duty, custom duty, service

tax and cess that have not been deposited with

the appropriate authorities on account of any

dispute.

x). The company does not have accumulated

losses, therefore clause 4(x) of the order is not

applicable.

xi). The company has not defaulted in repayment of

any dues to financial institution/ bank. The

company has not issued any debentures.

xii). The company has not granted loans and

advances on the basis of security by way of

pledge of shares, debentures and other

securities. Accordingly clause 4(xii) of the order

is not applicable.

xiii). The company is not a chit fund or a nidhi mutual

benefit fund/society. Accordingly clause 4(xiii) of

the order is not applicable.

xiv). The company is not dealing in or trading in

shares, securities, debentures and other

investments. Accordingly clause 4(xiv) of the Order

is not applicable.

xv). According to the information and explanation given

to us, the terms and conditions on which the

company has given guarantees for loans taken by

others from banks or financial institutions are not

prima facie prejudicial to the interest of the

company.

xvi). In our opinion, on the basis of information and

explanation given to us, the term loans were

applied for the purpose for which the loans were

obtained.

xvii). On the basis of an overall examination of the

balance sheet of the company, no funds raised

on short term basis have been used for long term

investment or vice versa.

xviii). The company has not made any preferential

allotment of shares, accordingly clause 4(xviii) of

the order is not applicable.

xix). The company has not issued any debentures.

Accordingly clause 4(xix) of the Order is not

applicable.

xx). The company has not raised any money by public

issue during the year. Accordingly clause 4(xx) of

the Order is not applicable.

xxi) According to the information and explanations

given to us, no fraud on or by the company has

been noticed or reported during the year.

FOR S.R. GOYAL & CO.CHARTERED ACCOUNTANTS

FRNo-001537C

Sd/-

Camp: Mumbai (Anil Goyal)

Dated: 30.05.2013 Partner

M.No.71158

..18..

KHAKHAKHAKHAKHATTTTTOR FIBRE & FOR FIBRE & FOR FIBRE & FOR FIBRE & FOR FIBRE & FABRICS LABRICS LABRICS LABRICS LABRICS LTDTDTDTDTD.....

BALANCE SHEET AS AT 31ST MARCH,2013(Amount in Rs.)

Particulars Note No. As At As AtMarch 31, 2013 March 31, 2012

I EQUITY AND LIABILITIES:1 Shareholders funds

(a) Share Capital 2 42,109,500.00 42,109,500.00(b) Reserves and Surplus 3 71,609,186.44 61,128,932.21

2 Share application money pending allotment - -3 Non-current liabilities

(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

..19..

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%

3 Dayanand Kondiba Kadam 304,800 7.17% 304,800 7.17%

4 Nagnath Vishwanath Yadav 283,100 6.66% — —

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

(Refer foot note (a) & (b) below)154,422,154.20 83,739,057.63

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)


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:


(a)Provision for Gratuity 412,412.00 286,327.00

412,412.00 286,327.00

NOTE NO: 7 - : TRADE PAYABLES


(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:


(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:


(a) Provision for Taxation 2,936,152.00 2,368,359.00

2,936,152.00 2,368,359.00

..27..

KH

AT

OR

FIB

RE

& F

AB

RIC

S L

TD

.

No

tes

To

Th

e F

ina

nc

ial S

tate

me

nts

NO

TE

NO

: 1

0 F

IXE

D A

SS

ET

S

S.N

oP

art

icu

lars

Ra

teA

S O

N

1.4

.20

12

Ad

dit

ion

s

Du

rin

g t

he

per

iod

Ded

uct

ion

Du

rin

g t

he

per

iod

AS

ON

31

.03

.20

13

As

on

31

.3.2

01

2A

dd

itio

n

Du

rin

g t

he

yea

r

Ded

uct

ion

du

rin

g t

he

yea

r

As

on

31

.03

.20

13

AS

ON

31

.03

.20

13

AS

ON

31

.3.2

01

2

1L

ease

hold

Lan

d

0.0

0%

18

98

90

4.0

00

.00

0.0

01

89

89

04

.00

0.0

00

.00

0.0

00

.00

18

98

90

4.0

01

89

89

04

.00

2F

acto

ry B

uil

din

g3

.34

%4

26

74

37

2.2

70

.00

0.0

04

26

74

37

2.2

71

33

78

00

1.4

21

42

53

24

.03

0.0

01

48

03

32

5.4

52

78

71

04

6.8

22

92

96

37

0.8

5

3P

lan

t &

Mac

hin

ery

5.2

8%

13

54

14

29

8.5

77

53

19

06

0.0

02

24

50

25

0.0

01

88

28

31

08

.57

40

67

19

15

.78

75

21

39

5.1

84

64

44

96

.00

43

54

88

14

.97

14

47

34

29

3.6

09

47

42

38

2.7

9

4F

urn

itu

re

6.3

3%

20

95

44

9.5

00

.00

0.0

02

09

54

49

.50

15

42

40

3.6

91

32

64

1.9

50

.00

16

75

04

5.6

54

20

40

3.8

55

53

04

5.8

1

5V

ehic

le

9.5

0%

30

15

31

0.0

00

.00

0.0

03

01

53

10

.00

14

67

44

6.7

52

86

45

4.4

50

.00

17

53

90

1.2

01

26

14

08

.80

15

47

86

3.2

5

6O

ffic

e E

qu

ipm

ent

7.0

7%

74

84

66

.00

0.0

00

.00

74

84

66

.00

32

97

16

.95

52

91

6.5

50

.00

38

26

33

.49

36

58

32

.51

41

87

49

.05

7E

lect

ric

Inst

alla

tion

7

.07

%4

03

82

47

.09

0.0

00

.00

40

38

24

7.0

93

16

10

37

.96

28

55

04

.07

0.0

03

44

65

42

.03

59

17

05

.06

87

72

09

.13

8C

om

pu

ter

29

.05

%3

02

55

2.0

00

.00

0.0

03

02

55

2.0

03

02

55

2.0

00

.00

0.0

03

02

55

2.0

00

.00

0.0

0

Tota

l1

90

18

75

99

.43

75

31

90

60

.00

22

45

02

50

.00

24

30

56

40

9.4

36

08

53

07

4.5

59

70

42

36

.23

46

44

49

6.0

06

59

12

81

4.7

91

77

14

35

94

.64

12

93

34

52

4.8

8

Pre

vio

us

Yea

r1

75

23

98

23

.43

14

94

77

76

.00

0.0

01

90

18

75

99

.43

51

99

60

27

.20

88

57

04

7.3

50

.00

60

85

30

74

.55

12

93

34

52

4.8

81

23

24

37

96

.23

G

RO

SS

BL

OC

K

DE

PR

ICIA

TIO

N

NE

T B

LO

CK

..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


(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


(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:


(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


(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


(a) Accrued Job Processing Charges 6,000,000.00 4,625,000.00

(b) Advance to CETP 250,000.00 250,000.00

6,250,000.00 4,875,000.00

NOTE NO: 17- CONTINGENT LIABILITIES AND COMMITMENTS


i) Mathadi Labour Dispute 655,320.00 655,320.00

ii) Bank Guarantee on behalf of Other Companies 125,028,000.00 77,241,235.00

125,683,320.00 77,896,555.00

NOTE NO: 18- REVENUE FORM OPERATIONS

PARTICULARS For the Period ended For the Period endedMarch 31, 2013 March 31, 2012

Rupees Rupees

(a) Sale 412,716,693.00 302,574,171.00

412,716,693.00 302,574,171.00

NOTE NO: 19 - OTHER INCOME


Rupees Rupees

(a) Mis. Income 2,003,832.18 797,632.00

2,003,832.18 797,632.00

..30..

NOTE NO: 20 - Purchases


Rupees Rupees

(a) Purchases 173,147,876.00 111,374,866.00

173,147,876.00 111,374,866.00

NOTE NO: 21 - CHANGES IN INVENTORIES OF FINISHED GOODS, WORK IN PROGRESS


Rupees Rupees

CLOSING STOCKWORK IN PROGRESS 6,000,000.00 4,625,000.00

FINISHED FABRICS 24,639,660.00 13,412,315.00

GREY FABRICS 5,065,666.00 12,162,544.00

(A) 35,705,326.00 30,199,859.00

OPENING STOCKWORK IN PROGRESS 4,625,000.00 3,150,000.00

FINISHED GOODS 13,412,315.00 22,464,365.00

GREY FABRICS 12,162,544.00 3,747,785.00

(B) 30,199,859.00 29,362,150.00

Increase/Decrease in Stocks 5,505,467.00 837,709.00

NOTE NO: 22- OPERATING EXPENSES


Rupees Rupees

(a)Dyes & Chemicals consumed 48,855,746.00 30,801,357.98

(b)Water & Electricity 26,675,273.00 20,978,159.00

(c)Stores Consumed 8,201,469.25 5,449,751.00

(d)Wages 25,615,729.00 24,356,616.00

(e)Transport, Carriage and Cartage 548,693.00 923,409.00

(f)Other Manufacturing Expenses 15,302,919.00 11,281,107.00

(g)Diesel Generator Expenses 1,121,375.00 1,534,950.00

(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


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


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


Rupees Rupees

Legal Professional 512,993.00 638,084.00

Insurance 171,986.00 187,996.00

Printing & Stationery 284,045.00 196,240.00

Postage 347,718.00 175,188.00

Telephone 430,625.00 320,624.00

Rent, Rates & Taxes 363,572.00 345,928.00

Travelling Expenses (C.Y. Directors Travelling Rs.306629/-, 441,247.00 695,715.00

P.Y. Rs.151150/-)

Miscellaneous Expenses 711,332.00 991,336.50

Directors Remuneration 2,465,000.00 1,365,000.00

Audit Fees 130,000.00 120,000.00

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


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.

1 JOB - Shirting & Fabrics Mtrs 26246325.00 220699846.00 25140996.96 155275766.00

2 Fabrics Mtrs 3457706.50 192016847.00 2212899.05 147298405.00

Total 412716693.00 302574171.00

e)Quantitative and Value Analysis of Purchase Turnover

S.No. Particuilar Unit Qty. 31.03.13 Rs. Qty. 31.03.12 Rs.

1 Fabrics - Finish Mtrs 1771650.50 77753007.00 709205.10 44454303.00

2 Fabrics - Grey Mtrs 2147748.30 95394869.00 1477266.05 66920563.00

Total 173147876.00 111374866.00

f) Value of Imports and Value of Raw Materials, Stores and spare parts consumed during the year

S.No. Particuilar 31.03.13 Rs. 31.03.12 Rs.

1 Raw Material: Imported N i l N i l

Indigenous N i l N i l

2 Stores & Spare Parts: Imported N i l N i l

Indigeneous 100% 8201469.25 100% 5449751.00

..35..

g) Earning In foreign currency:

S.No Particular Amount (In Rs.)

1 FOB value of exports 116902504.00

2 Less: FCL Interest 2851663.00

3 Less: Travelling Expenses 69500.00

4 Earnings In Foreign Currency 113981341.00

h) Drawback Received from the Customs Department during the year which has been included inthe sales :

S.No. Particulars 31.03.13 Rs. 31.03.12 Rs.

1 Drawback 9248592.00 5854311.00

Total 9248592.00 5854311.00

i) Corresponding figures of the previous year have been regrouped to confirm with the year’s groupings.

j) The company is not having adequate details to ascertain the status of sundry creditors as to whether

they are Micro, Small and Medium enterprises or not, hence necessary informations with regard to

amount due and total outstandings are not ascertainable with reference to Micro, Small and Medium

Enterprises.

k) Balance in personal accounts are subject to confirmation from respective parties.

l) SEGMENT REPORTING Segment wise Revenue,Results and Capital Employed

Particulars Year ended Year ended31.03.2013 31.03.2012

Segment RevenueFabrics 197522314.00 147298405.00

Processing 220699846.00 156113475.00

Total Segment Revenue 418222160.00 303411880.00

Segment Results Profit/(Loss) before Interest and tax

Fabrics 7317746.56 14792739.30

Processing 25938687.95 18657578.37

Total Segment Results 33256434.51 33450317.67Less: Interest (Expense)/Income -9652012.58 -12087589.87

Add/(Less) : Unallocable Income/(Expense)-Net -8345231.87 -8294995.31

Total Profit before tax and exceptional items 15259190.06 13067732.49

Capital Employed(Segment assets less segmant liabilities)Fabrics 38404996.55 28074859.00

Processing 247606694.08 173902975.00

Total capital Employed in Segments 286011690.63 201977834.00Add: Unallocable assets less liabilities 0.00 0.00

Total capital Employed in the Company 286011690.63 201977834.00

m) CASH FLOW STATEMENT FOR 31ST MARCH, 2013

31.03.2013 31.03.2012Rs. Rs.

A. CASH FLOW FROM OPERATING ACTIVITIES:Net profit before tax and extraordinary items 15,259,190.07 13,067,732.49

Adjustments for:

1 Depreciation for the year 9,704,236.23 8,857,047.35

2 Interest Expenses 11,655,844.76 12,951,888.87

3 Misc. Income (2,003,832.18) (797,632.00)

19,356,248.81 21,011,304.38

34,615,438.88 34,079,036.87

Operating profit before working capital changesAdjustments for:1 Trade & Other receivables 3,539,255.34 (18,945,926.00)

2 Inventories 2,270,291.00 (2,751,572.00)

3 Short -term loans and advances (8,102,908.23) 11,261,346.00

4 Other current assets (1,375,000.00) (1,475,000.00)

5 Trade Payables 2,942,705.60 (920,777.02)

6 Other current liabilities 963,444.00 2,538,731.20

7 Long-term provisions 126,085.00 40,927.00

363,872.71 (10,252,270.82)

Cash generated from operations

Add Interest Received 2,003,832.18 797,632.00

Less Interest paid (11,655,844.76) (12,951,888.87)

MAT Credit Entitlement 95,070.00 0.00

Less:Direct Tax Paid (2,435,707.00) (1,698,831.00)

(11,992,649.58) (13,853,087.87)

Cash flow before extraordinary items 22,986,662.01 9,973,678.18

Net Cash from operating activities: 22,986,662.01 9,973,678.18

B. CASH FLOW FROM INVESTING ACTIVITIES;Purchases of fixed assets (75,319,060.00) (12,527,772.00)

Addition in WIP (36,050,138.00) 0.00

Sale of Fixed Assets 17805754.00 0.00

(93,563,444.00) (12,527,772.00)

Net cash used in Investing activities (93,563,444.00) (12,527,772.00)

C. CASH FLOW FROM FINANCING ACTIVITIES:Proceeds from Long Term Borrwings 70,683,096.57 2,484,444.53

Net cash from financing activities 70,683,096.57 2,484,444.53

Net Increase/Decrease in cash & cash equivatents 106,314.58 (69,649.29)

Cash and cash equivalents as at (Opening balance) 183,437.69 253,086.98

Cash and cash equivalents as at (Closing balance) 289,752.27 183,437.69

As per pur 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 : 31/05/2013

KHATOR FIBRE AND FABRICS LIMITED

..36..

khator fibre and fabrics limited - · pdf filekhator fibre and fabrics limited 27th annual...

Documents