croitre industries limited 24th annual reportindustries limited will be held on the company, at...

CROITRE INDUSTRIES

LIMITED

24TH ANNUAL REPORT

2011 - 2012

PARTICULARS

Board Of Directors

Audit Committee

Remuneration Committee

Investor’s Grievance Committee

Statutory Auditors

Bankers

Registered Office

Listing

Registrar & Share transfer Agent

24th Annual Report

DETAILS

Mr. Deepak Bansal, Managing Director

Mr. Girdhar Bansal, Director

Mr. Raj Kumar, Director

Mr. Prabhu Chettiyar, Director

Mr. Girdhar Bansal

Mr. Raj Kumar

Mr. prabhu Chettiyar

Mr. Girdhar Bansal

Mr. Raj Kumar

Mr. prabhu Chettiyar

Mr. Deepak Bansal

Mr. Raj Kumar

Mr. Prabhu Chettiyar

M/s. Machiraju & Associates

Chartered Accountant

Indian Overseas Bank

Axis Bank Limited

8-2-87/89, 401, Srinivasa Plaza, Srinagar Colony

Main Road, Opp. Smiline Dental Hospital,

Punjagutta, Hyderabad - 500 082.

Bombay Stock Exchange

Ahmedabad Stock Exchange

Madras Stock Exchange

Hyderabad Stock Exchange

Bigshare Services Private Limited

306, Right Wing, Amrutha Ville,

Opp. Yasodha Hospital,

Somajiguda, Raj Bhavan Road,

Hyderabad - 500 082.

E-mail: [email protected]

24th Annual Report

2

Director

Plaza, Srinagar Colony


500 082.

Services Private Limited

[email protected]

NOTICE IS HEREBY GIVEN THAT THE

INDUSTRIES LIMITED WILL BE HELD ON

THE COMPANY, AT 8-2-87/89, 401, SRINIVAS PLAZA, SRINAGAR COLONY MAIN ROAD, PUNJAGUTTA,

HYDERABAD, 500082 TO TRANSACT T

ORDINARY BUSINESS:

1. To receive, consider and adopt the audited balance sheet of the company for the financial year

ended 31, March 2012, the Profit and Loss account for the year ended as on date along with the

schedules forming part of the same and the Cash Flow Statement for the period ended 31

March 2012 and the Report of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Deepak Bansal, who retires by rotation and being eligible,

offers him for reappointment.

3. To consider and if thought fit to pass the following resolution with or without modification(s) as

an ordinary resolution:

“RESOLVED THAT M/s. Nitin Mittal & Co,

Statutory Auditors of the Company, to hold office from the conclusion of th

Meeting until the conclusion of the next Annual General Meeting of the company on such

remuneration as shall be fixed by the Board of Directors of the Company.”

SPECIAL BUSINESS:


a special resolution:

“RESOLVED THAT subject to the confirmation of the Company Law Board, Clause II of the

Memorandum of Association be submitted by the f

II. The Registered Office of the of the Company will be The Registered Office of the Company

be situated in the State of Maharashtra

Mumbai, Maharashtra.

“RESOLVED FURTHER THAT the aforesaid resolution becoming effective, the registered office of the

company removed from 8-2-87/89, 401, Srinivas Plaza, Srinagar Colony Main Road, Punjagutta,

Hyderabad, 500082 to 14/B, Hiren Shopping Centre, S. V. Road, Goregaon (West)

or such other place as may be determined by the Board of Directors of the Company from time to

time.”

24th Annual Report

NOTICE IS HEREBY GIVEN THAT THE TWENTY FORTH ANNUAL GENERAL MEETING OF CROITRE

INDUSTRIES LIMITED WILL BE HELD ON 29TH

SEPTEMBER 2012 AT 3.00 AT THE REGISTERED OFFICE OF

87/89, 401, SRINIVAS PLAZA, SRINAGAR COLONY MAIN ROAD, PUNJAGUTTA,

HYDERABAD, 500082 TO TRANSACT THE FOLLOWING BUSINESS:

To receive, consider and adopt the audited balance sheet of the company for the financial year


t of the same and the Cash Flow Statement for the period ended 31

March 2012 and the Report of the Board of Directors and Auditors thereon.

To appoint a Director in place of Mr. Deepak Bansal, who retires by rotation and being eligible,

eappointment.

To consider and if thought fit to pass the following resolution with or without modification(s) as

Nitin Mittal & Co, Chartered Accountant, be and is hereby appointed as

Company, to hold office from the conclusion of this Annual General

the conclusion of the next Annual General Meeting of the company on such

remuneration as shall be fixed by the Board of Directors of the Company.”


subject to the confirmation of the Company Law Board, Clause II of the

Memorandum of Association be submitted by the following clause:

The Registered Office of the of the Company will be The Registered Office of the Company

Maharashtra, i.e. within the jurisdiction of Registrar of

the aforesaid resolution becoming effective, the registered office of the

87/89, 401, Srinivas Plaza, Srinagar Colony Main Road, Punjagutta,

14/B, Hiren Shopping Centre, S. V. Road, Goregaon (West), Mumba

as may be determined by the Board of Directors of the Company from time to

24th Annual Report

3

ANNUAL GENERAL MEETING OF CROITRE

AT THE REGISTERED OFFICE OF

87/89, 401, SRINIVAS PLAZA, SRINAGAR COLONY MAIN ROAD, PUNJAGUTTA,

To receive, consider and adopt the audited balance sheet of the company for the financial year


t of the same and the Cash Flow Statement for the period ended 31st

To appoint a Director in place of Mr. Deepak Bansal, who retires by rotation and being eligible,


Chartered Accountant, be and is hereby appointed as

is Annual General

the conclusion of the next Annual General Meeting of the company on such


subject to the confirmation of the Company Law Board, Clause II of the

The Registered Office of the of the Company will be The Registered Office of the Company will

, i.e. within the jurisdiction of Registrar of Companies

the aforesaid resolution becoming effective, the registered office of the

87/89, 401, Srinivas Plaza, Srinagar Colony Main Road, Punjagutta,

, Mumbai -400 062

as may be determined by the Board of Directors of the Company from time to

5. To consider and if thought fit to pass the following resolution with or without modification as an

special resolution:

“RESOLVED THAT pursuant to the Share Purchase Agreement and the letter of offer Mr. Deepak

Bansal who was appointed as Managing Director subject to the approval of the members as on

03.03.2012 be and is hereby appointed as Managing Director of the Company for the period o

(three) years with effect from 3.3.12 whose office shall be liable for rotation.”

RESOLVED FURTHER THAT any of the Directors be and is hereby severally authorized to do all the

acts, deeds and things which are necessary to give the effect to the above

6. To consider and if thought fit to pass following resolution with or without medication as an

ordinary resolution.

“RESOLVED THAT pursuant to section 257 of Companies Act 1956, Mr. Girdhar Bansal who was

appointed as the Additional Director

hereby appointed as a Director of the Company whose office shall be liable for rotation.”

“RESOLVED FURTHER THAT Mr. Deepak Bansal, be and is hereby severally authorized to do all the

acts, deeds and things which are necessary to give the effect to the above resolution.”


an ordinary resolution.

“RESOLVED THAT pursuant to section 257 of Companies Act 1956, Mr. Prabhu Chettiyar who was

appointed as the Additional Director in the meeting of Board of Directors held on 3.3.12 be and is

hereby appointed as a Director of the Company whose office shall be liable for r

“RESOLVED FURTHER THAT Mr. Deepak Bansal, be and is hereby severally authorized to do all the


BY ORDER OF THE BOARD

FOR CROITRE INDUSTRIES LIMTIED

DEEPAK BANSAL

(MANAGING DIRECTOR)

Place: Hyderabad

Date: 06/09/2012

24th Annual Report

To consider and if thought fit to pass the following resolution with or without modification as an

ursuant to the Share Purchase Agreement and the letter of offer Mr. Deepak


03.03.2012 be and is hereby appointed as Managing Director of the Company for the period o

years with effect from 3.3.12 whose office shall be liable for rotation.”

any of the Directors be and is hereby severally authorized to do all the


To consider and if thought fit to pass following resolution with or without medication as an

pursuant to section 257 of Companies Act 1956, Mr. Girdhar Bansal who was



Mr. Deepak Bansal, be and is hereby severally authorized to do all the

ds and things which are necessary to give the effect to the above resolution.”


pursuant to section 257 of Companies Act 1956, Mr. Prabhu Chettiyar who was





FOR CROITRE INDUSTRIES LIMTIED

24th Annual Report

4

To consider and if thought fit to pass the following resolution with or without modification as an

ursuant to the Share Purchase Agreement and the letter of offer Mr. Deepak


03.03.2012 be and is hereby appointed as Managing Director of the Company for the period of 3

any of the Directors be and is hereby severally authorized to do all the

resolution.”

To consider and if thought fit to pass following resolution with or without medication as an

pursuant to section 257 of Companies Act 1956, Mr. Girdhar Bansal who was

in the meeting of Board of Directors held on 3.3.12 be and is



ds and things which are necessary to give the effect to the above resolution.”


pursuant to section 257 of Companies Act 1956, Mr. Prabhu Chettiyar who was


otation.”



NOTES:

1. A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a

proxy to attend the meeting and vote on a

be a member of the Company. The

be received by the Company at the registered office,

scheduled time of the meeting. A blank proxy form is annexed to this notice.

2. An Explanatory Statement in pursuance to the provisions of Section 173 (1) of the Companies

Act, 1956 is enclosed to this Notice.

3. Register of Members and Share Transfer Books of the Company shall r

September 23, 2012 to September 29, 2012

Members eligible for dividend on Equity Shares, if any, declared at the meeting.

4. For any investor-related queries, communication may be sent by m

the company situated at 8-

Colony Main Road, Punjagutta,

5. Pursuant to Section 109A of the Companies Act, 1956, shareho

nomination in respect of shares held by them in physical form. Shareholders desirous of making

nominations are requested to send their

made available on request) to the R&T Agent

6. Members/Proxies are requested to kindly take note of the following:

• Copies of Annual Report will not be distributed at the venue of the meeting;

• Attendance Slip, as sent herewith, is required to be produced at the venue duly filled

signed, for attending the meeting;

• Entry to the hall will be strictly on the basis of the entrance pass, which shall be provided at

the counters at the venue, in exchange for duly completed and signed Attendance Slips; and

7. Members are requested to send their quer

the Compliance Officer at the Company’s Registered Office, atleast 10 days before the meeting,

so that the information can be

8. Members are requested to notify change of address, if

Transfer Agents.

9. 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.

10. Corporate Members intending to send their authorized representa

are requested to send a certified copy of the Board Resolution/Power of Attorney authorizing

their representative to attend and vote on

24th Annual Report

A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a

meeting and vote on a Poll, if any, in his/her stead and the proxy need not

be a member of the Company. The instrument appointing proxies, in order to be effective, must

be received by the Company at the registered office, not less than 48 hours before the

meeting. A blank proxy form is annexed to this notice.

An Explanatory Statement in pursuance to the provisions of Section 173 (1) of the Companies

to this Notice.

Register of Members and Share Transfer Books of the Company shall remain closed from

September 29, 2012 (both days inclusive) for determining the names of

dividend on Equity Shares, if any, declared at the meeting.

related queries, communication may be sent by mail to the Registered Office of

-2-87/89, 401, Srinivasa Plaza, Opp. Smiline Dental Hospital, Srinagar

Colony Main Road, Punjagutta, Hyderabad - 500 082, Andhra Pradesh.

Pursuant to Section 109A of the Companies Act, 1956, shareholders are entitled to make

shares held by them in physical form. Shareholders desirous of making

nominations are requested to send their requests in Form No.2B in duplicate (which will be

made available on request) to the R&T Agent.

Members/Proxies are requested to kindly take note of the following:

• Copies of Annual Report will not be distributed at the venue of the meeting;

• Attendance Slip, as sent herewith, is required to be produced at the venue duly filled

attending the meeting;


venue, in exchange for duly completed and signed Attendance Slips; and

Members are requested to send their queries, if any on the operations of the Company, to reach

Officer at the Company’s Registered Office, atleast 10 days before the meeting,

so that the information can be compiled in advance.

Members are requested to notify change of address, if any, to the Company / Registrar & Share

In case of joint holders attending the meeting, only such joint holder who is higher in the order

entitled to vote.

Corporate Members intending to send their authorized representatives to attend the meeting

a certified copy of the Board Resolution/Power of Attorney authorizing

their representative to attend and vote on their behalf at the meeting.

24th Annual Report

5

A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a

Poll, if any, in his/her stead and the proxy need not

instrument appointing proxies, in order to be effective, must

not less than 48 hours before the

An Explanatory Statement in pursuance to the provisions of Section 173 (1) of the Companies

emain closed from

(both days inclusive) for determining the names of

dividend on Equity Shares, if any, declared at the meeting.

ail to the Registered Office of

87/89, 401, Srinivasa Plaza, Opp. Smiline Dental Hospital, Srinagar

lders are entitled to make

shares held by them in physical form. Shareholders desirous of making

requests in Form No.2B in duplicate (which will be

• Attendance Slip, as sent herewith, is required to be produced at the venue duly filled-in and


venue, in exchange for duly completed and signed Attendance Slips; and

ies, if any on the operations of the Company, to reach

Officer at the Company’s Registered Office, atleast 10 days before the meeting,

any, to the Company / Registrar & Share

In case of joint holders attending the meeting, only such joint holder who is higher in the order

tives to attend the meeting

a certified copy of the Board Resolution/Power of Attorney authorizing

EXPLANATORY STATEMENT PURSUANT TO SECTION 173 (2) OF THE

Item 4:

Clause II of the Memorandum of association of the company provides that the registered office of the

Company will be situated in Mumbai, Maharashtra.

to 14/B, Hiren Shopping Centre, S. V. Road, Goregaon (West), Mumbai

company has been diversified from business of coal and mines to the IT and IT enabled business and the

business computer hardware and software. The company will carry on its busine

and northern region, thus for the benefit and progress of the company the registered office should be

changed to the new location.

After obtaining shareholders approval, the proposal will be submitted to the Company Law Board for

approval under section 17(2) of the Companies Act 1956.

As per the provisions of Section 16 of the Companies Act, 1956 a Company by requisite resolution alter

its Memorandum of Association.

A copy of the existing Memorandum of Association together with the

to in the notice / explanatory statement are available for inspection at the registered office of the

company between working hours of the company.

None of the directors is concerned or interested in the resolutions. Your B

resolutions for your approval.

Item 5:

The Company was acquired by Mr. Deepak Bansal, Mr. Girdhar Bansal, on 18/10/2011 in pursuant to

provisions of Securities and Exchange Board of India (Substantial Acquisition of Shares & Takeover)

Regulation 1997 and by giving open offer to the existing shareholders, after the completion of Open

offer on 16 Jan 2012 in the meeting of the Board of Directors, the acquirers have taken over as the new

management of the company by appointing as Addition

Bansal, being the new promoters were appointed as Additional Directors of the Company and also

appointed Mr. Raj Kumar and Mr. Prabhu Chettiyar as Additional Independent Director of the Company.

Board of Directors in their meeting held on 3/03/2012 have appointed Mr. Deepak Bansal as Managing

Director of the Company subject to the approval of the members of the company in the general meeting

with the stipulation that no remuneration shall be paid unless the compa

under the provisions of section 205 of the Compa

3/03/2012.

Hence, the appointment of the Mr. Deepak Bansal as Managing Director of the Company is placed

before the members through a special resolution.

None of the directors is concerned or interested in the resolutions. Your Board recommends the


24th Annual Report

EXPLANATORY STATEMENT PURSUANT TO SECTION 173 (2) OF THE COMPANIES ACT 1956;


Company will be situated in Mumbai, Maharashtra. The Registered office of the company will be shifted

g Centre, S. V. Road, Goregaon (West), Mumbai -400 062. The business of the


business computer hardware and software. The company will carry on its business mainly in western



oval under section 17(2) of the Companies Act 1956.


A copy of the existing Memorandum of Association together with the proposed amendments as referred


company between working hours of the company.






management of the company by appointing as Additional Director. Mr. Deepak Bansal, Mr. Girdhar



rs in their meeting held on 3/03/2012 have appointed Mr. Deepak Bansal as Managing


with the stipulation that no remuneration shall be paid unless the company has distributable profits

under the provisions of section 205 of the Companies Act, 1956 for a period of 3 (three)


rough a special resolution.


24th Annual Report

6

COMPANIES ACT 1956;


The Registered office of the company will be shifted

The business of the


ss mainly in western




proposed amendments as referred


oard recommends the





al Director. Mr. Deepak Bansal, Mr. Girdhar



rs in their meeting held on 3/03/2012 have appointed Mr. Deepak Bansal as Managing


ny has distributable profits

3 (three) years from



Item 6:

The Company was acquired by Mr. Deepak Bansal, Mr. Girdhar Bansal on 18/10/2011 in


Regulation 1997 and by giving open offer to the existing shareholders, after th

offer on 16th

Jan 2012 in the meeting of the

management of the company by appointing as Additional Director, Mr. Deepak Bansal, Mr. Girdhar



In pursuance to the provisions of section 257 of the Companies Act 1956, the Additional Director

appointed in the board meeting has to be regularized as Direct

Meeting of the members of the company, otherwise the person will the seize to be the Director of the

Company.

Hence, the appointment of the Mr. Girdhar Bansal as Director of the Company is placed before the

members through an ordinary resolution.



Item 7:

The Company was acquired by Mr. Deepak Bansal, Mr. Girdhar Bansal on 18/10/2011 in pur



offer on 16 Jan 2012 in the meeting of the Boar





appointed in the board meeting has to be regularized as Directors o


Company.

Hence, the appointment of the Mr. Prabhu Chettiyar as Director of the Company is placed before the

members through an ordinary resolution.



Place: Hyderabd

Date: 06/09/2012

24th Annual Report

The Company was acquired by Mr. Deepak Bansal, Mr. Girdhar Bansal on 18/10/2011 in



Jan 2012 in the meeting of the Board of Directors, the acquirers have taken over as the new



inted Mr. Raj Kumar and Mr. Prabhu Chettiyar as Additional Independent Director of the Company.


appointed in the board meeting has to be regularized as Directors of the Company in the Annual General



through an ordinary resolution.


The Company was acquired by Mr. Deepak Bansal, Mr. Girdhar Bansal on 18/10/2011 in pur






Mr. Raj Kumar and Mr. Prabhu Chettiyar as Additional Independent Director of the Company.


appointed in the board meeting has to be regularized as Directors of the Company in the Annual General



rough an ordinary resolution.


BY ORDER OF THE BOARD

Deepak Bansal

(Managing Director)

24th Annual Report

7

The Company was acquired by Mr. Deepak Bansal, Mr. Girdhar Bansal on 18/10/2011 in pursuant to


e completion of Open

Board of Directors, the acquirers have taken over as the new



inted Mr. Raj Kumar and Mr. Prabhu Chettiyar as Additional Independent Director of the Company.


ors of the Company in the Annual General




The Company was acquired by Mr. Deepak Bansal, Mr. Girdhar Bansal on 18/10/2011 in pursuant to



d of Directors, the acquirers have taken over as the new



Mr. Raj Kumar and Mr. Prabhu Chettiyar as Additional Independent Director of the Company.


f the Company in the Annual General




)

DIRECTORS REPORT

The Directors have pleasure in presenting the Twenty

Statements of Accounts for the year ended March 31, 201

FINANCIAL RESULT:

PARTICULARS (In Lacs)

Sales

Other Income

Profit/(Loss) before Taxation

Provision of Current Tax

Net Profit after Tax

Balance Carried to Balance Sheet

DIVIDEND:

Your directors do not recommend payment of dividend with a view to plough back the profits for future

business expansion.

REVIEW OF OPERATIONS:

During the year, the Company has received open offer from Mr. Deepak Bansal and Girdhar Bansal to

acquire the majority of the shareholding of the company in pursuant to the provisions of Security

Exchange Board of India (Substantial Acquisition of Shares &

Mohan Babu, Mr. P Pavan and Mr. Sudheer Rao through Share Purchase Agreement. The open offer

was completed on 16.01.2012 and on board meeting 03.03.2012, the new management has taken over

the company by appointing new directors.

The company had applied for the revocation of suspension and the company became live w.e.f 15

2011 with Bombay Stock Exchange (BSE). The investors are now able to trade on the script.

COMPLIANCE OF CODE OF CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a Report on Corporate Governance is given as Annexure

‘A’ to this Report.

FIXED DEPOSITS:

There are no fixed deposits, which have fallen due and have not been repaid.

24th Annual Report

DIRECTORS REPORT

The Directors have pleasure in presenting the Twenty-Forth Annual Report together with Audited

Accounts for the year ended March 31, 2012.

AS AT

31/03/2012

(In Rs.)

2102.06

81.75

Profit/(Loss) before Taxation 1.01

0

Net Profit after Tax 1.01

Balance Carried to Balance Sheet 1.01




Exchange Board of India (Substantial Acquisition of Shares & Takeover) Regulation 1997 from Mr. S S R K



ng new directors.

The company had applied for the revocation of suspension and the company became live w.e.f 15


COMPLIANCE OF CODE OF CORPORATE GOVERNANCE


There are no fixed deposits, which have fallen due and have not been repaid.

24th Annual Report

8

Annual Report together with Audited

AS AT

31/03/2011

(In Rs.)

0

0

(2.01)

0

(2.01)

(2.01)




Takeover) Regulation 1997 from Mr. S S R K



The company had applied for the revocation of suspension and the company became live w.e.f 15th

Sept,



ENVIRONMENT:

The company has not started any commercial operations, however the company has taken all the

necessary steps to adhere to the environmental laws and regulations prescribed for the area where the

factory is situated.

RESEARCH AND DEVELOPMENT:

The company doesn’t have any research & development activity to be carried out.

DIRECTORS:

During the year an open offer took place in which the new management has taken over the operations

of the company and Mr. P Pavan Kumar, Mr. Sudheer Rao, Mr. S S R K Mohan Babu and Mr. D S V

Suryanarayana Murthy have resigned as Directors from the Board and Mr. Deepak Bansal, Mr. Girdhar

Bansal, Mr. Raj Kumar, Mr. Prabhu Chettiyar were appointed Additional Director.

Mr. Deepak Bansal and Mr. Girdhar Bansal being acquires and promoters have de

Deepak Bansal as the Promoter and Managing Director of the Company.

AUDITORS:

M/S. Nitin Mittal & Co, Chartered Accountant, the statutory auditors of the company till the next

ensuing Annual General Meeting.

INDUSTRIAL RELATONS:

Your company is pleased to inform that the relations with employees including workmen at all levels

continue to be warm and cordial.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Sec 217 (2AA) of the Companies Act, 1956, your Directors hereby confirm

1. That in the preparation of the Annual Accounts, the applicable accounting standards had

followed along with proper explanation relating to material departure.

2. That the directors had selected such accounting policies and applied them consistently and

made judgments and estimates that are reasonable and prudent so as to give a true and fair

view of the state of affairs of the Company at

company for that period.

3. That the directors had taken proper

accounting records in accordance with the provisions of this Act for safeguarding the assets of

the Company and for preventing and

4. That the directors had prepared the annual accounts on a going concern basis.

24th Annual Report

arted any commercial operations, however the company has taken all the

adhere to the environmental laws and regulations prescribed for the area where the

research & development activity to be carried out.




Bansal, Mr. Raj Kumar, Mr. Prabhu Chettiyar were appointed Additional Director.

Mr. Deepak Bansal and Mr. Girdhar Bansal being acquires and promoters have decided to nominate Mr.

Deepak Bansal as the Promoter and Managing Director of the Company.

, Chartered Accountant, the statutory auditors of the company till the next

our company is pleased to inform that the relations with employees including workmen at all levels

DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Sec 217 (2AA) of the Companies Act, 1956, your Directors hereby confirm

That in the preparation of the Annual Accounts, the applicable accounting standards had

proper explanation relating to material departure.

That the directors had selected such accounting policies and applied them consistently and

estimates that are reasonable and prudent so as to give a true and fair

view of the state of affairs of the Company at the end of the financial year and of the loss of the

That the directors had taken proper and sufficient care for the maintenance of adequate

accordance with the provisions of this Act for safeguarding the assets of

the Company and for preventing and detecting fraud and other irregularities.

ared the annual accounts on a going concern basis.

24th Annual Report

9

arted any commercial operations, however the company has taken all the

adhere to the environmental laws and regulations prescribed for the area where the




cided to nominate Mr.

, Chartered Accountant, the statutory auditors of the company till the next

our company is pleased to inform that the relations with employees including workmen at all levels

That in the preparation of the Annual Accounts, the applicable accounting standards had been

That the directors had selected such accounting policies and applied them consistently and

estimates that are reasonable and prudent so as to give a true and fair

the end of the financial year and of the loss of the

and sufficient care for the maintenance of adequate

accordance with the provisions of this Act for safeguarding the assets of

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read

with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding

conservation of energy, technology

Our Company is committed to the conversation of the resources. Ther

working groups formed by the company for this purpose, continuously monitor the consumption of

various forms of energy and evaluate the option available for energy conservation. Investments will be

made, when required, for any activity

savings. The Company is not using any foreign

ACKNOWLEDGMENTS:

The Board of Directors would like to record their appreciation of the continued support and co

operation received from the Government of India, Andhra Pradesh and the Financial Institutions. The

Directors would also like to thank all

Company.

The Directors also wish to place on record their

their dedicated contribution towards the growth of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

FOR CROITRE INDUSTRIES LIMITED

DEEPAK BANSAL

(MANAGING DIRECTOR)

PLACE: Hyderabad

DATE: 06/09/2012

24th Annual Report



(Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding

conservation of energy, technology absorption and foreign exchange earnings and outgo is given below:

Our Company is committed to the conversation of the resources. There is no wastage of energy and the

groups formed by the company for this purpose, continuously monitor the consumption of

and evaluate the option available for energy conservation. Investments will be

any activity identified as a source for helping us to achieve further energy

savings. The Company is not using any foreign technology.

The Board of Directors would like to record their appreciation of the continued support and co

from the Government of India, Andhra Pradesh and the Financial Institutions. The

Directors would also like to thank all the esteemed Customers, Dealers, Suppliers, and Auditors of the

The Directors also wish to place on record their sincere appreciation of the employees at all levels for

contribution towards the growth of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS


GIRDHAR BANSAL

(DIRECTOR)

24th Annual Report

10



(Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding

absorption and foreign exchange earnings and outgo is given below:

e is no wastage of energy and the

groups formed by the company for this purpose, continuously monitor the consumption of

and evaluate the option available for energy conservation. Investments will be

identified as a source for helping us to achieve further energy

The Board of Directors would like to record their appreciation of the continued support and co-

from the Government of India, Andhra Pradesh and the Financial Institutions. The

the esteemed Customers, Dealers, Suppliers, and Auditors of the

sincere appreciation of the employees at all levels for

CORPORATE GOVERNANCE REPORT:

COMPANY’S PHILOSOPHY:

Effective corporate governance practices constitute the strong

commercial enterprises are built to last. These practices are categorized through principle based

standards and not just through a framework enforced by regulation. It develops through adoption of

ethical practices in all of its dealings with a wide group of stakeholders encompassing regulators,

employees, shareholders, customers and

By combining ethical values with business acumen, globalization with national interests and core

business with emerging business, the

global organizations.

The Company believes in adopting the ‘best practices’ that are followed in the area of corporate

governance across various geographies.

governance practices. The Company has adopted

Managing Director and the Executive Directors. In addition,

Conduct for its Non-Executive Direct

Company’s corporate governance philosophy has been further strengthened

Excellence Model, the Code of Conduct for Prevention of Insider Trading, as

Disclosure Practices. The Company has in place an Information Security Policy that

utilization of IT resources.

The Company is in compliance with the requirements stipulated under Clause 49 of the Listing

Agreements entered into with the Stock Exchanges with regard to corporate governance.

BOARD OF DIRECTORS

a. Composition:

To have a more professional outlook your company is having

Chairman & Managing Director and 3 non

b. Attendance of each director at the Board Meeting and the last AGM

The Board meets 8 times during the financial year. The dates on which the meeting were held

are 30/04/2011, 30/05/2011, 29/07/2011, 20/10/2011, 01/11/2011, 14/02/2012, 03/03/2012,

12/03/2012.

24th Annual Report


Effective corporate governance practices constitute the strong foundations on which successful

enterprises are built to last. These practices are categorized through principle based

through a framework enforced by regulation. It develops through adoption of

dealings with a wide group of stakeholders encompassing regulators,

employees, shareholders, customers and vendors.


emerging business, the Company aims to be amongst the largest and most respected


across various geographies. The Company has a strong legacy of fair, transparent and ethical

governance practices. The Company has adopted a Code of Conduct for its employees including the

Managing Director and the Executive Directors. In addition, the Company has adopted a Code of

Executive Directors. Both these codes are available on the Company’s website. The

Company’s corporate governance philosophy has been further strengthened through the Business

Excellence Model, the Code of Conduct for Prevention of Insider Trading, as also the Code of Corp

Disclosure Practices. The Company has in place an Information Security Policy that


the Stock Exchanges with regard to corporate governance.

To have a more professional outlook your company is having four directors comprising of one

Chairman & Managing Director and 3 non-executive directors.

of each director at the Board Meeting and the last AGM


are 30/04/2011, 30/05/2011, 29/07/2011, 20/10/2011, 01/11/2011, 14/02/2012, 03/03/2012,

24th Annual Report

11


foundations on which successful

enterprises are built to last. These practices are categorized through principle based

through a framework enforced by regulation. It develops through adoption of

dealings with a wide group of stakeholders encompassing regulators,


Company aims to be amongst the largest and most respected


fair, transparent and ethical

a Code of Conduct for its employees including the

the Company has adopted a Code of

on the Company’s website. The

through the Business

also the Code of Corporate

Disclosure Practices. The Company has in place an Information Security Policy that ensures proper


the Stock Exchanges with regard to corporate governance.

comprising of one


are 30/04/2011, 30/05/2011, 29/07/2011, 20/10/2011, 01/11/2011, 14/02/2012, 03/03/2012,

Name of

Director

Category

Mr. Sudheer

Rao*

Chairman &

Managing

Director

Mr. N Madhu

Sudhana

Reddy *

Independent

Mr. J

Srinivasa

Rao

Independent

Mr. P Pavan

Kumar*

Independent

Mr. Deepak

Bansal**

Chairman &

Managing

Director

Mr. Girdhar

Bansal

Independent

Mr. Raj

Kumar

Independent

Mr. Prabhu

Chettiyar

Independent

*Resigned as Director w.e.f. 3

c. Audit Committee

During the year under review Four (4) meeting were held for the approval of unaudited financial

results for the quarter ended. The Constitution of the Committee and the attendance of each

member of the committee are given below:

Name of the

Director

Designation

Mr. N Madhu

Sudhana Reddy *

Chairman

Mr. P Pavan

Kumar*

Member

Mr. J Srinivasa Rao* Member

Mr. Girdhar

Bansal**

Chairman

Mr. Raj Kumar** Member

Mr. Prabhu

Chettiyar**

Member

*Resigned as Director w.e.f. 03.03.2012

** Appointed as Director w.e.f. 03.03.2012

24th Annual Report

No of

Directorship

No. of

Committees

in which

member

No. of Board

Meeting

Attended

Chairman & NIL 2 6

Independent NIL 3 6

Independent NIL 3 6

Independent NIL 3 6

Chairman & NIL 2 2

Independent NIL 3 2

Independent NIL 3 2

Independent NIL 3 2

*Resigned as Director w.e.f. 3rd

March 2012 **Appointed as Director w.e.f. 3


ended. The Constitution of the Committee and the attendance of each

member of the committee are given below:

Designation Whole time /

Independent

Profession

Chairman Independent Business

Independent Business


Chairman Independent Business

Member Independent Business




24th Annual Report

12

No. of Board Whether

attended last

AGM

YES

YES

YES

YES

NO

NO

NO

No

March 2012 **Appointed as Director w.e.f. 3rd

March 2012.


ended. The Constitution of the Committee and the attendance of each

Committee

meeting

attended

3

3

3

1

1

1

The meetings of Audit Committee are also attended by the heads of finance and Statutory Auditors as

Invitees. The unaudited financial results for e

passed on to the Board of Directors for approval and adoption.

Terms and reference of the Audit Committee include a review of;

• Financial reporting process

• Draft financial statements and auditor’s

• Accounting policies and practices

• Internal controls and internal audit systems

• Risk management policies and practices

• Related party transactions

• Internal audit reports and adequacy of internal audit

The role of the audit committee includes recommending the appointment and removal of the external

auditor, discussion of the audit, plan, fixation of audit fee and also approval of payment of fees for any

other services.

d. Remuneration Committee

The Remuneration Committee is constituted as follows:

Name of the Director

Mr. P Pavan Kumar*

Mr. N Madhu Sudhana Reddy *

Mr. J Srinivasa Rao*

Mr. Girdhar Bansal**

Mr. Raj Kumar**

Mr. Prabhu Chettiyar**



e. Investor Grievance Committee

The Board constituted an investors grievance committee which looks into shareholders and

investors grievances. The following are the members of the committee.

Name of the Director

Mr. Sudheer Rao*

Mr. J Srinivasa Rao*

Mr. N Madhu Sudhana Reddy *

Mr. Deepak Bansal**

Mr. Raj Kumar**

Mr. Prabhu Chettiyar**

24th Annual Report


Invitees. The unaudited financial results for each quarter are approved by the audit committee before

passed on to the Board of Directors for approval and adoption.

Terms and reference of the Audit Committee include a review of;

• Draft financial statements and auditor’s report (before submission to the Board)

• Internal controls and internal audit systems

• Risk management policies and practices

• Internal audit reports and adequacy of internal audit function


discussion of the audit, plan, fixation of audit fee and also approval of payment of fees for any

The Remuneration Committee is constituted as follows:

Designation Whole time / Independent

Chairman Independent

Mr. N Madhu Sudhana Reddy * Member Independent

Member Independent

Chairman Independent

Member Independent

Member Independent



Investor Grievance Committee

investors grievance committee which looks into shareholders and

investors grievances. The following are the members of the committee.

Designation

Chairman

Member

Mr. N Madhu Sudhana Reddy * Member

Chairman

Member

Member

24th Annual Report

13


ach quarter are approved by the audit committee before


discussion of the audit, plan, fixation of audit fee and also approval of payment of fees for any

Whole time / Independent

investors grievance committee which looks into shareholders and



Details of remuneration paid to Directors are given below: NIL

Name and Designation of the Compliance officer:

The total numbers of complaints received and complied during the year were zero.

There are no outstanding complaints as on 31.03.2012.

f. Details of the Annual General Meetings: Locatio

YEAR VENUE

March 31,

2011

8-2-87/89, 401, Srinivasa Plaza, Opp.

Smiline Dental Hospital, Srinagar Colony

Main Road, Punjagutta, Hyderabad

082

March 31,

2010

6-3-570/1, 201, Diamond Block, Rockdale

Compound, Somajiguda, Hyderabad

March 31,

2009

6-3-570/1, 201, Diamond Block, Rockdale

Compound, Somajiguda, Hyderabad

There were no resolutions passed through the

g. Disclosures:

1. Disclosure on materially significant related party transactions i.e. transaction of the

company of material nature with its promoters, the directors or the management’s, their

subsidiaries or relatives etc. that may have potential conflict with the interests of the

company at large: NONE

2. Details of non-compliance by the company, penalties, structure imposed on the company by

the stock Exchange or SEBI or any statutory authority, on any matter related to capital

markets, during the last three years:

24th Annual Report



Details of remuneration paid to Directors are given below: NIL

Designation of the Compliance officer: Mr. Deepak Bansal

Compliance Officer

C/o Croitre Industries Limited

8-2-87/89, 401

Srinivasa Plaza, Srinagar Colony Main Road,

Opp Smiline Dental Hospital, Punjagutta

Hyderabad – 500 082

Ph: 040 2373 6047

Email: [email protected]

Website: www.croitreindustries.com


There are no outstanding complaints as on 31.03.2012.

Details of the Annual General Meetings: Location and time of the last three AGMs:

Date & TIME

87/89, 401, Srinivasa Plaza, Opp.

Smiline Dental Hospital, Srinagar Colony

Main Road, Punjagutta, Hyderabad - 500

September 30, 2011

10.30 am

570/1, 201, Diamond Block, Rockdale

Somajiguda, Hyderabad

September 29, 2010

570/1, 201, Diamond Block, Rockdale

Somajiguda, Hyderabad

September 30, 2009

There were no resolutions passed through the Postal Ballot during the year financial year.

Disclosure on materially significant related party transactions i.e. transaction of the


latives etc. that may have potential conflict with the interests of the

NONE

compliance by the company, penalties, structure imposed on the company by


markets, during the last three years: NONE

24th Annual Report

14


Hospital, Punjagutta

[email protected]

www.croitreindustries.com


n and time of the last three AGMs:

September 30, 2011

September 29, 2010

September 30, 2009

Postal Ballot during the year financial year.

Disclosure on materially significant related party transactions i.e. transaction of the


latives etc. that may have potential conflict with the interests of the

compliance by the company, penalties, structure imposed on the company by


h. Means of Communications

As per the listing requirement, the company publishes periodical financial results in leading

English and regional newspaper information. The Management Discussion and Analysis (MD&A)

forms part of the annual report.

GENERAL SHARE HOLDER INFORMATION:

AGM Date, Time and Venue

Financial Calendar

Financial Reporting for

Quarter Ended June 30, 2012

Quarter Ended September 30, 2012

Quarter Ended December 31. 2012

Quarter Ended March 31, 2013

Annual General Meeting for the FY ended March 31, 2013

Date of Book Closure

Dividend Payment

Listing on Stock Exchange

Stock code and symbol

24th Annual Report

Means of Communications

the listing requirement, the company publishes periodical financial results in leading


forms part of the annual report.

GENERAL SHARE HOLDER INFORMATION:

: Saturday, September 29, 2012

03:00 pm



Punjagutta, Hyderabad - 500 082.

: April to March 2012

Before end of July 2012

Quarter Ended September 30, 2012 Before end of October 2012

Before end of January 2012

Before end of April 2013

Annual General Meeting for the FY ended March 31, 2013 Before end September 30, 2012

: September 23, 2012 to September 29, 2012

(both days inclusive)

: Not Applicable

: Hyderabad, Chennai, Ahmedabad and Mumbai.

Listing fees for 2011-2012 has been paid.

Stock code and symbol : 531648, CROITRE

24th Annual Report

15

the listing requirement, the company publishes periodical financial results in leading


Saturday, September 29, 2012

rinivasa Plaza, Srinagar Colony

Road, Opp. Smiline Dental Hospital,

500 082.

Before end of October 2012

Before end of January 2012

Before end of April 2013

Before end September 30, 2012

: September 23, 2012 to September 29, 2012

: Hyderabad, Chennai, Ahmedabad and Mumbai.

2012 has been paid.

Market price data

(High & Low during the each in last FY)

High, Low (based on closing prices) and number of shares traded during each month in the year 2011

2012 on BSE Limited.

Month

High (Rs)

April 2011 --

May 2011 --

June 2011 --

July 2011 --

August 2011 --

September 2011 12.50

October 2011 --

November 2011 16.06

December 2011 23.50

January 2012 43.80

February 2012 76

March 2012 97.85

Registrar and Transfer Agent:

Name and Address:

Share Transfer System:

0.50% of the equity shares of the Company are in electronic form. Transfer of these shares is done

through the depositories with no involvement of the Company. As regards to the shares held in the

physical form the transfer documents can be lodged with Bigshare Services Private Limited at the above

mentioned address.

24th Annual Report

:

n last FY)

High, Low (based on closing prices) and number of shares traded during each month in the year 2011

Bombay Stock Exchange Limited

High (Rs) Low (Rs) Total Shares Traded

-- Suspended

-- Suspended

-- Suspended

-- Suspended

-- Suspended

12 200

-- --

12.60 1000

16.85 800

24.65 1300

45.95 1500

74.50 7100

BigShare Services Private Limited

306, Right Wing, Amrutha Ville,

Opp. Yasodha Hospital,

Somajiguda, Raj Bhavan Road,

Hyderabad - 500 082.

Tel: 91-40-2337 4967 | 2337 0295

Fax: 91-40-2337 0295


of the equity shares of the Company are in electronic form. Transfer of these shares is done


l form the transfer documents can be lodged with Bigshare Services Private Limited at the above

24th Annual Report

16

High, Low (based on closing prices) and number of shares traded during each month in the year 2011-

Total Shares Traded

Suspended

Suspended

Suspended

Suspended

Suspended

of the equity shares of the Company are in electronic form. Transfer of these shares is done


l form the transfer documents can be lodged with Bigshare Services Private Limited at the above

Distribution schedule as on March, 31 2012:

Shareholding of Nominal

Rs. Rs.

1 5000

5001 10000

10001 20000

20001 30000

30001 40000

40001 50000

50001 100000

100001 500000

500001 1000000

10000001 9999999999

Categories of Shareholders as at March 31, 2012

Category

A. PROMOTERS HOLDING

1. Promoters

-Indian

-Foreign Promoters

2. Person Acting in Concert

B. NON PROMOTER HOLDING

3. Institutional Investors

a. Mutual Fund

b. Banks, Financial Institutional, Insurance

Companies

c. FII

4. Others

a. Corporate Bodies

b. Individuals

Individual shareholders holding nominal

share capital upto Rs. 1 Lakh


share capital in excess of Rs. 1 Lakh

c. NRIs / OCBs

d. Any other (clearing members)

Total

24th Annual Report

Distribution schedule as on March, 31 2012:

Number of

Shareholders

Percentage of

Total

Share Amount

(Rs)

327 62.1673 1352900

42 7.9848 370000

36 6.8441 592000

22 4.1825 582000

35 6.6540 1272100

11 2.0913 523000

15 2.8517 925000

27 5.1331 9078000

7 1.3308 4187900

4 0.7605 44181000

526 63063900

Categories of Shareholders as at March 31, 2012

No. of shares held % of shareholding

PROMOTERS HOLDING

2255000 35.76%

0 0 %

Person Acting in Concert 0 0 %

NON PROMOTER HOLDING

0 0 %

0 0 %

Financial Institutional, Insurance 0 0 %

0 0%

2083 0.03%


share capital upto Rs. 1 Lakh

700517 11.11 %


share capital in excess of Rs. 1 Lakh

3347090 53.07 %

0 0

Any other (clearing members) 1700 0.03%

6306390 100 %

24th Annual Report

17

Percentage of

Total

2.1453

0.5867

0.9387

0.9229

2.0172

0.8293

1.4668

14.3949

6.6407

70.0575

100

% of shareholding

35.76%

0.03%

11.11 %

53.07 %

0.03%

100 %

DEMATERIALIZATION OF SAHRES AND LIQUIDITY

Outstanding GDRs / ADRs / Warrants or any:

Address for correspondence :

Non-Mandatory Requirements:

The other suggestions are not yet adopted by the company keeping the non

BY ORDER OF THE BOARD OF DIRECTORS


DEEPAK BANSAL GIRDHAR BANSAL

(MANAGING DIRECTOR)

Place: Hyderabad

Date: 06/09/2012

24th Annual Report

DEMATERIALIZATION OF SAHRES AND LIQUIDITY: The Company has entered into agreement with NSDL

For dematerialization of its shares.

Outstanding GDRs / ADRs / Warrants or any: The company has not issued any GDRs / ADRs /

convertible instruments conversion date and likely

warrants or any convertible instruments

equity.

Croitre Industries Limited



Punjagutta, Hyderabad - 500 082, Andhra Pradesh

Ph / Fax: 91 40 2373 6047


yet adopted by the company keeping the non-operational activities.

BY ORDER OF THE BOARD OF DIRECTORS


DEEPAK BANSAL GIRDHAR BANSAL

(DIRECTOR)

24th Annual Report

18

: The Company has entered into agreement with NSDL

For dematerialization of its shares.

not issued any GDRs / ADRs /

convertible instruments conversion date and likely

warrants or any convertible instruments impact on

1, Srinivasa Plaza, Srinagar Colony

Road, Opp. Smiline Dental Hospital,

500 082, Andhra Pradesh

mail: [email protected]

operational activities.

Management Discussions and Analysis

Report

Pursuant to Clause 49 of the Listing Agreement, a report on Management Analysis Report, as an

annexure to the Directors’ Report is give below:

A. Industry Backdrop and Company Outlook

Financial Year 2011-12 has seen a slight revival in the

released by the National Association of Software and

services exports are expected to grow by 11

grow by 13-16 per cent (source: NASSCOM website).

There is a clear shift in focus towards managed services model

outcome based) that align costs with activity levels. Customers

from existing software investments

packaged solutions. There has been significant in

Mobility and Cloud Computing – in

B. Internal Control Systems and their adequacy

The company has adequate internal control systems commensurate with

for the purpose of exercising adequate controls on the day

reviewed to ensure effectiveness.

C. Material Developments in Human Resources / Industrial Relations

Human resource development is a primary area of focus for the Company. The company recruited senior

level and other functional specialists during the year. The Human relations in the organization have been

cordial.

D. Discussion on Financial Performance with respect to operat

performance

The company started business activity either in the information technology sector. However due to

croitre 24th annual report on commercial operations the company’s accumulated losses are more than

50% of the net worth of the company as on the financial year end.

24th Annual Report



Directors’ Report is give below:

A. Industry Backdrop and Company Outlook

s seen a slight revival in the technology outsourcing spend. As per the data

nal Association of Software and Services Companies (NASSCOM), Indian IT

are expected to grow by 11-14 per cent during the year, while domestic services to

NASSCOM website).

focus towards managed services model and new contracting models (output /

based) that align costs with activity levels. Customers are also trying to deriv

software investments – through application modernization, consolidation

There has been significant interest in some of the emerging technology

in terms of adoption.

B. Internal Control Systems and their adequacy

The company has adequate internal control systems commensurate with the size of its operations and

of exercising adequate controls on the day-to-day operations. Systems are regularly


ment is a primary area of focus for the Company. The company recruited senior

other functional specialists during the year. The Human relations in the organization have been

D. Discussion on Financial Performance with respect to operat


annual report on commercial operations the company’s accumulated losses are more than

50% of the net worth of the company as on the financial year end.

24th Annual Report

19



pend. As per the data

Companies (NASSCOM), Indian IT-BPO

while domestic services to

ew contracting models (output /

also trying to derive enhanced value

ugh application modernization, consolidation and upgrade of

terest in some of the emerging technology areas like

the size of its operations and

day operations. Systems are regularly


ment is a primary area of focus for the Company. The company recruited senior

other functional specialists during the year. The Human relations in the organization have been

D. Discussion on Financial Performance with respect to operational


annual report on commercial operations the company’s accumulated losses are more than

E. Opportunities and Threats

In every challenge lies an opportunity. As explained earlier, we

to align their costs with activity levels

pricing or even risk reward models that involve

worked on such models through various

opportunity.

Our deep alliances with technology leaders like Microsoft,

early adoption partnerships with them p

platforms and new releases of packaged app

enhanced value from existing software investments

and upgrade of packaged solutions, Company

Declaration regarding compliance with the code of conduct and ethics

policy of the company by

personnel

This is to confirm that the company has adopted code of conduct and Ethics policy for the Board of

Directors and Associates of the Company, which is available at the

I, Deepak Bansal, declare that the Board of directors and senior management

compliance with the Code of Conduct and Ethics Policy of the Company.

Deepak Bansal

Chairman & Managing Director

Place: Hyderabad

Date: 06/09/2012

24th Annual Report

E. Opportunities and Threats

rtunity. As explained earlier, we see a distinct preference

with activity levels, using innovative contracting models like output / outc

reward models that involve sharing of IP. Company’s proven track record in having

ed on such models through various engagements puts us in good stead to capitalize on this

nology leaders like Microsoft, Oracle and IBM and involve

partnerships with them provides us with an early mover advantage on newe

releases of packaged applications. As customers embark on initiatives that derive

software investments – through application modernization,

upgrade of packaged solutions, Company would be able to take advantage of these trends


policy of the company by Board Members and senior management

e company has adopted code of conduct and Ethics policy for the Board of

Associates of the Company, which is available at the Registered Office of the company.

declare that the Board of directors and senior management personnel has affirmed

with the Code of Conduct and Ethics Policy of the Company.

24th Annual Report

20

see a distinct preference from customers

models like output / outcome based

track record in having

in good stead to capitalize on this

Oracle and IBM and involvement in several

advantage on newer technology

on initiatives that derive

ugh application modernization, consolidation

would be able to take advantage of these trends.


Board Members and senior management

e company has adopted code of conduct and Ethics policy for the Board of

ffice of the company.

personnel has affirmed

CFO / CEO CERTIFICATION

I, Deepak Bansal, Chairman & Managing Director and

LIMITED to the best of our knowledge and belief, certify that:

I have reviewed the balance sheet and profit and loss account, and its schedules and notes on accounts,

as well as the Cash Flow statement and th

Based on our knowledge and information, these statements do not contain any un

material fact or omit to state a material fact necessary to make the statements made, in light of the

circumstances under which such statements were made, not misleading with respect to the statements

made.

Based on our knowledge and information, the financial statements, and other financial information

included in this report, fairly present in all material respects, the

operations and cash flows of the company as of, and for, the periods presented in this report, and are in

compliance with the existing accounting

To the best of our knowledge and belief, n

are fraudulent, illegal or violative of the Company’s code of conduct.

The Company’s other certifying officers and we, are responsible for establishing and maintaining

disclosure controls and procedures for the company, and we have:

• Designed such disclosure controls and procedures to ensure that material information relating to the

company is made known to us particularly during the period in which

• Evaluated the effectiveness of the Company’s disclosure, controls and procedures.

We have disclosed to the Company’s auditors and the audit committee

• All significant changes in internal control during the year;

• Significant changes in accounting policies during th

notes to the financial statements and

• Any fraud, whether or not material, that involves management or other employees who have

significant role in the company’s internal controls.

DEEPAK BANSAL

Chairman, Managing Director

24th Annual Report

CFO / CEO CERTIFICATION

, Chairman & Managing Director and Chief Executive Officer of CROITRE INDUSTRIES

best of our knowledge and belief, certify that:


Cash Flow statement and the Directors report.

Based on our knowledge and information, these statements do not contain any un- true statement of a

omit to state a material fact necessary to make the statements made, in light of the

atements were made, not misleading with respect to the statements


report, fairly present in all material respects, the financial condition, results of

company as of, and for, the periods presented in this report, and are in

compliance with the existing accounting standards and/or applicable laws and regulations.

To the best of our knowledge and belief, no transactions entered into by the company during the year

illegal or violative of the Company’s code of conduct.


edures for the company, and we have:


made known to us particularly during the period in which this report is being prepared

effectiveness of the Company’s disclosure, controls and procedures.

We have disclosed to the Company’s auditors and the audit committee

• All significant changes in internal control during the year;

• Significant changes in accounting policies during the year and that the same have been disclosed in the

financial statements and


company’s internal controls.

24th Annual Report

21

Chief Executive Officer of CROITRE INDUSTRIES


true statement of a

omit to state a material fact necessary to make the statements made, in light of the

atements were made, not misleading with respect to the statements


tion, results of

company as of, and for, the periods presented in this report, and are in

standards and/or applicable laws and regulations.

o transactions entered into by the company during the year



this report is being prepared

e year and that the same have been disclosed in the


COMPLIANCE CERTIFICATE

TO THE MEMBERS

CROITRE INDUSTRIES LIMITED

We have examined the compliance of conditions of Corporate Governance by CROTIRE INDUSTRIES

LIMITED (“the Company”), for the year ended March 31, 2012, as stipu

Agreements of the Company with the Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our

examination was limited to a review of the procedures and implementatio

Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit

nor an expression of opinion on the

In our opinion and to the best of our information and a

representations made by the Directors and the management, we certify that the Company has complied

with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreements.

We state that such compliance is neither an assurance as to the future viability of the Company nor of

the efficiency or effectiveness with which the management has conducted the affairs of the Company.

FOR MACHURAJU & ASSOCIATES

CHARATERED ACCOUNTANTS

FIRM REGN. NO. 010791S

M RAMESH

PARTNER

MEMBERSHIP NO. 212876

PLACE: Hyderabad

DATE: 06/09/2012

24th Annual Report

COMPLIANCE CERTIFICATE


LIMITED (“the Company”), for the year ended March 31, 2012, as stipulated in Clause 49 of the Listing

Agreements of the Company with the Stock Exchanges.


examination was limited to a review of the procedures and implementation thereof, adopted by the


nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and the



ate that such compliance is neither an assurance as to the future viability of the Company nor of


24th Annual Report

22


lated in Clause 49 of the Listing


n thereof, adopted by the


ccording to the explanations given to us and the



ate that such compliance is neither an assurance as to the future viability of the Company nor of


AUDITOR’S REPORT

TO

THE SHAREHOLDERS

CROTIRE INDUSTRIES LIMITED

We have audited the attached balance sheet of Croitre

the Profit and Loss Account for the year ended on that date and the Cash Flow Statement for the year

ended on that date are annexed thereto. These financial statements are the responsibility of the

company’s management. Our responsibility is

on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those

standards require that we plan and perform the audi

the financial statements are free of

accounting principles used and significant estimates made

overall financial statement presentation. We believe that our audit provides

opinion.

As required by the Manufacturing and other Companies (Auditor’s Report) Order, 1988, issued by the

Company Law Board in terms of Section 227 (4A) of the Co

annexure a statement on the matters

Further to our comments in the annexure referred to the above, we report that

1. We have obtained all the information and

belief were necessary for the purposes of our audit.

2. In our opinion, proper books of account as required by the Companies Act, 1956 (as amended)

have been kept by the company so far as appears from our

3. The Balance Sheet, Profit & Loss Account and Cash Flow Statement are in agreement with books

of account and comply with the Accounting Standards referred to in sub

211 of the Companies Act, 1956.

4. On the basis of the written representations rec

and taken on record by the Board of Directors, we report that none of the directors is

disqualified as on March 31

sub-section (1) of section 274 of the Companies Act, 1956, and

24th Annual Report

AUDITOR’S REPORT

We have audited the attached balance sheet of Croitre Industries Limited as at March 31, 201

Loss Account for the year ended on that date and the Cash Flow Statement for the year

annexed thereto. These financial statements are the responsibility of the

s management. Our responsibility is to express an opinion on these financial statements based


that we plan and perform the audit to obtain reasonable assurance about whether

the financial statements are free of material misstatement. An audit also includes assessing the

accounting principles used and significant estimates made by management, as well as evaluating the

cial statement presentation. We believe that our audit provides a reasonable basis for our


Board in terms of Section 227 (4A) of the Companies Act, 1956, We enclose in the

annexure a statement on the matters specified in the paragraphs 4 and 5 of the said order

Further to our comments in the annexure referred to the above, we report that-

We have obtained all the information and explanations, which to the best of our knowledge and

necessary for the purposes of our audit.

In our opinion, proper books of account as required by the Companies Act, 1956 (as amended)

the company so far as appears from our examinations of those books, and

The Balance Sheet, Profit & Loss Account and Cash Flow Statement are in agreement with books

comply with the Accounting Standards referred to in sub-section (3C) of section

211 of the Companies Act, 1956.

the written representations received from the directors as on March 31, 201

by the Board of Directors, we report that none of the directors is

disqualified as on March 31, 2012 from being appointed as a director in terms

section (1) of section 274 of the Companies Act, 1956, and

24th Annual Report

23

Industries Limited as at March 31, 2012 and also

Loss Account for the year ended on that date and the Cash Flow Statement for the year

annexed thereto. These financial statements are the responsibility of the

to express an opinion on these financial statements based


t to obtain reasonable assurance about whether

material misstatement. An audit also includes assessing the

by management, as well as evaluating the

a reasonable basis for our


mpanies Act, 1956, We enclose in the

specified in the paragraphs 4 and 5 of the said order-

explanations, which to the best of our knowledge and

In our opinion, proper books of account as required by the Companies Act, 1956 (as amended)

examinations of those books, and

The Balance Sheet, Profit & Loss Account and Cash Flow Statement are in agreement with books

section (3C) of section

eived from the directors as on March 31, 2012

by the Board of Directors, we report that none of the directors is

appointed as a director in terms of clause (g) of

5. In our opinion and to the best of our information and according to the explanations given to us,

the annexed accounts read with the notes in Schedule 5 give the informat

Companies Act, 1956 (as amended) in the manner so required and give a true and fair view

a. In case of the balance sheet, of the state of affairs of the company as at March 31, 201

b. In the case of the profit & loss account, of the

that date.

c. In the case of Cash Flow Statement, of the Cash flows for the year ended on that date.

For MACHIRAJU & ASSOCIATES

Chartered Accountants

Firm Regn NO. 010791S

M RAMESH

Partner

Membership No. 212876

Place: HYDERABAD

Date: 06/09/2012

24th Annual Report

In our opinion and to the best of our information and according to the explanations given to us,

accounts read with the notes in Schedule 5 give the information required by the

amended) in the manner so required and give a true and fair view

n case of the balance sheet, of the state of affairs of the company as at March 31, 201

n the case of the profit & loss account, of the loss of the company for the year ended on

n the case of Cash Flow Statement, of the Cash flows for the year ended on that date.

24th Annual Report

24

In our opinion and to the best of our information and according to the explanations given to us,

ion required by the

amended) in the manner so required and give a true and fair view-

n case of the balance sheet, of the state of affairs of the company as at March 31, 2012 and

loss of the company for the year ended on

n the case of Cash Flow Statement, of the Cash flows for the year ended on that date.

ANNEXURE TO THE AUDIT REPORT

1. The Company has maintained proper records showing full particulars including quantitative

details and situation of fixed assets. The fixed assets were physically

management at reasonable

2. None of the fixed assets have been revalued during the financial year.

3. The stocks have been physically verified by the management at reasonable intervals

4. The procedures of physical verification of stocks followed by the management are reasonable

and adequate in relation to the size of the Company and the nature of its business.

5. In our opinion and on the basis of our examination, the valuation of stocks is fair and proper

accordance with the normally accepted accounting principles and is on the same basis as the

preceding accounting year.

6. The Company has not taken any loans, secured or unsecured from the companies, firms or other

parties listed in register maintained u

under the same management as

7. The parties to whom loans and advances in the nature of loans have been given by the Company

are repaying the principle

where applicable other than the loan given to the subsidiary company and interest thereon.

8. The Company has not given any loans and other advances.

9. In our opinion, there is an adequate inte

the company and the nature of its business for the purchase of stores, raw materials including

components, plant and machinery equipment and other assets and for the sale of goods.

10. There are no transactions of purchase of goods and materials and sale of goods, materials and

services made in pursuance of contracts or arrangements entered in the register maintained

u/s. 301 of the Companies Act, 1956.

11. Unserviceable or damaged stores, raw materials or fini

provision for the loss has been made in the accounts.

12. In respect of deposits accepted by the company from the public, directives issued by the

Reserve Bank of India and the provisions of Section 58A of the Companies Act, 19

rules framed there under, where applicable have been complied.

13. The Company is maintaining reasonable records for the sale and disposal of realizable scraps.

There are no by-products resulting from the manufacturing process of the company.

24th Annual Report


The Company has maintained proper records showing full particulars including quantitative

situation of fixed assets. The fixed assets were physically

management at reasonable intervals. No discrepancies were noticed.

None of the fixed assets have been revalued during the financial year.

The stocks have been physically verified by the management at reasonable intervals

of physical verification of stocks followed by the management are reasonable


In our opinion and on the basis of our examination, the valuation of stocks is fair and proper


preceding accounting year.

The Company has not taken any loans, secured or unsecured from the companies, firms or other

parties listed in register maintained u/s. 301 of the Companies Act, 1956 or from companies

under the same management as defined u/s. 80(1-B) of the Companies Act, 1956

The parties to whom loans and advances in the nature of loans have been given by the Company

are repaying the principle amounts as stipulated and are also regular in payment of interest


The Company has not given any loans and other advances.

In our opinion, there is an adequate internal control procedure commensurate with the size of



ions of purchase of goods and materials and sale of goods, materials and


u/s. 301 of the Companies Act, 1956.

Unserviceable or damaged stores, raw materials or finished goods are determined and a

provision for the loss has been made in the accounts.

In respect of deposits accepted by the company from the public, directives issued by the

Reserve Bank of India and the provisions of Section 58A of the Companies Act, 19

rules framed there under, where applicable have been complied.

The Company is maintaining reasonable records for the sale and disposal of realizable scraps.

products resulting from the manufacturing process of the company.

24th Annual Report

25


The Company has maintained proper records showing full particulars including quantitative

situation of fixed assets. The fixed assets were physically verified by the

The stocks have been physically verified by the management at reasonable intervals.

of physical verification of stocks followed by the management are reasonable


In our opinion and on the basis of our examination, the valuation of stocks is fair and proper in


The Company has not taken any loans, secured or unsecured from the companies, firms or other

/s. 301 of the Companies Act, 1956 or from companies

B) of the Companies Act, 1956.

The parties to whom loans and advances in the nature of loans have been given by the Company

amounts as stipulated and are also regular in payment of interest


rnal control procedure commensurate with the size of



ions of purchase of goods and materials and sale of goods, materials and


shed goods are determined and a

In respect of deposits accepted by the company from the public, directives issued by the

Reserve Bank of India and the provisions of Section 58A of the Companies Act, 1956 and the

The Company is maintaining reasonable records for the sale and disposal of realizable scraps.

products resulting from the manufacturing process of the company.

14. The Company has an internal audit system commensurate with its size and nature of its

business.

15. The Company is not covered by the purview of Section 209(1)(d) of the Companies Act, 1956.

16. The Company is not covered under ESI Act and EPF Act.

17. The Company has accumulated losses more than 50% of its Net worth as on 31, March 2012.

The company has incurred cash losses during the year ended March 31, 2012 and incurred the

immediately previous year.

18. No disputes amounts payable in respect of Income Tax, Wealth

Excise Duty as at March 31, 2012 for a period of more than six month from the date they

became payable.

19. No personal expenses of employees or directors have been charged to the revenue accounts

other than those payable under co

business practice.

20. The company is not an industrial company within the meaning of clause (o) of sub

section 3 of the sick industrial companies (special provisions) act, 1685.

FOR MACHJIRAJU & ASSOCIATES

CHARTERED ACCOUNTANTS

FIRM REGN NO: 010791S

M RAMESH

Partner

Membership No. 212876

Place: Hyderabad

Date: 06/09/2012

24th Annual Report

Company has an internal audit system commensurate with its size and nature of its

The Company is not covered by the purview of Section 209(1)(d) of the Companies Act, 1956.

The Company is not covered under ESI Act and EPF Act.

accumulated losses more than 50% of its Net worth as on 31, March 2012.


immediately previous year.

No disputes amounts payable in respect of Income Tax, Wealth-tax, Sales Tax, Custom Duty and


No personal expenses of employees or directors have been charged to the revenue accounts

other than those payable under contractual obligation in accordance with generally accepted

The company is not an industrial company within the meaning of clause (o) of sub

section 3 of the sick industrial companies (special provisions) act, 1685.

MACHJIRAJU & ASSOCIATES

24th Annual Report

26

Company has an internal audit system commensurate with its size and nature of its

The Company is not covered by the purview of Section 209(1)(d) of the Companies Act, 1956.

accumulated losses more than 50% of its Net worth as on 31, March 2012.


Sales Tax, Custom Duty and


No personal expenses of employees or directors have been charged to the revenue accounts

ntractual obligation in accordance with generally accepted

The company is not an industrial company within the meaning of clause (o) of sub-section (1) of

I. Equity And Liabilities

1 Shareholders Funds

a) Share Capital

b) Reserves and Surplus

2 Current liabilities

a) Other Current Liabilities

Total

II. Assets

3 Current Assets

a) Cash and Cash Equivalents

Total

For Machiraju & Associates


Firm Regn No: 010791S

M RAMESH

Partner

Membership No: 212876

Hyderabad, September 06, 2012


BALANCE SHEET AS ON 31st MARCH 2012

ParticularsSr. No.

24th Annual Report

As at

31.03.2012

Rupees

3 66,469,450

4 (66,966,899)

5 205,980,689

205,483,240

6 205,483,240

205,483,240

For and on behalf of Board of Directors

Deepak Bansal

Hyderabad, September 06, 2012 Director Director



Particulars Note No.

24th Annual Report

27

As at

31.03.2011

Rupees

66,469,450 66,469,450

(66,966,899) (67,068,205)

205,980,689 601,967

205,483,240 3,212

205,483,240 3,212

205,483,240 3,212


Girdhar Bansal

Director Director

I. Revenue from operations

II. Other income

III. Total Revenue (I + II)

IV. Expenses:

Expense For Operation

Other expenses

Total expenses

V. Profit before exceptional and extraordinary items and tax (III-IV)

VI. Exceptional items

VII. Profit before extraordinary items and tax (V - VI)

VIII. Extraordinary Items

IX. Profit before tax (VII- VIII)

X Tax expense:

(1) Current tax

(2) Deferred tax

XI Profit (Loss) for the period from continuing operations (VII-VIII)

XII 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)

XVI Earnings per equity share:

(1) Basic

(2) Diluted

The Notes ( 1 to 10 ) referred to herein above form an Integral part of the

financial statements.



Firm Regn No: 010791S

M RAMESH

Partner

Membership No: 212876

Hyderabad, September 06, 2012


PROFIT & LOSS ACCOUNTS FOR THE YEAR ENDED ON 31st MARCH, 2012

Profit & Loss for the year ended 31st March 2012

ParticularsSr. No.

24th Annual Report

As at

31.03.2012

Rupees

7 210,206,308

8 8,175,340

218,381,648

9 211,767,846

10 6,512,495

218,280,341

Profit before exceptional and extraordinary items and tax (III-IV) 101,307

Profit before extraordinary items and tax (V - VI) 101,307

-

101,307

Profit (Loss) for the period from continuing operations (VII-VIII) 101,307

Profit/(loss) from discontinuing operations

Tax expense of discontinuing operations

Profit/(loss) from Discontinuing operations (after tax) (XII-XIII) -

Profit (Loss) for the period (XI + XIV) 101,307

-

-

The Notes ( 1 to 10 ) referred to herein above form an Integral part of the


Deepak Bansal

Director Director



Profit & Loss for the year ended 31st March 2012

Particulars Note No.

24th Annual Report

28

As at

31.03.2012 31.03.2011

Rupees Rupees

210,206,308 -

8,175,340 -

218,381,648 -

211,767,846

6,512,495 201,127

218,280,341 201,127

101,307 (201,127)

-

101,307 (201,127)

-

101,307 (201,127)

101,307 (201,127)

-

-

-

101,307 (201,127)

-

-


Girdhar Bansal

Director Director


Note No.

3 Share Capital

Particulars

Authorised Equity Shares

Equity shares of Rs.10 each

Total

Issued Equity Shares


Subscribed Equity Shares


Paid Up Equity Shares


Forfeited Equity Shares


Total

a) Terms/ Voting Rights attached to the Equity Shares

The paid up capital of the Company consists of only equity shares of Rs.10 each. Every equity

share holder is entitled to one vote per share.

In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive

remaining assets of the company, after distribution of all preferential amounts. The distribution will be

in proportion of the number of the Equity shares held by the Shareholders.

b)

Name Of Shareholder

Deepak Bansal

Girdhar Bansal

Notes forming part of the accounts for the year ended 31st March,2012


24th Annual Report

Number Rupees

7,500,000 75,000,000

75,000,000

7,000,000 70,000,000

6,987,500 69,875,000

6,306,390 63,063,900

681,110 3,405,550

66,469,450

Terms/ Voting Rights attached to the Equity Shares


share holder is entitled to one vote per share.



in proportion of the number of the Equity shares held by the Shareholders.

No. of shares % of holding

held

11,29,300 18%

11,25,700 18%

As at 31st March 2012





24th Annual Report

29

Number Rupees

7,500,000 75,000,000

75,000,000

7,000,000 70,000,000

6,987,500 69,875,000

6,306,390 63,063,900

681,110 3,405,550

66,469,450




No. of shares % of holding

held

0%

0%




4 Reserves & Surplus

Reserves & Surplus

Surplus/ (Deficit) in Statement of Profit and Loss

Opening balance

(+) Net Profit/(Net Loss) For the current year

(+) Tax Adjustment

Closing Balance

Total

5 Current Liabilities

Particulars

Duties and Taxes

Sundry Creditors

Creditors for expenses

Total

6 Cash and Cash Equivalents

Particulars

a. Cash and Bank Balances

i) Cash on hand

ii) Deposit With banks

b. Current Assets, Loans and Advances

i) Sundry Debtors

Total

7 Revenue From Operations

Particulars

Sales

Less: Returns

Total

24th Annual Report

Reserves & Surplus As at

31.03.2012

Surplus/ (Deficit) in Statement of Profit and Loss

(67,068,205)

(+) Net Profit/(Net Loss) For the current year 101,307

(66,966,899)

(66,966,899)

As at

31.03.2012

86,661

204,541,221

1,352,807

205,980,689

Cash and Cash Equivalents

As at

31.03.2012

a. Cash and Bank Balances

5,966

2,698

b. Current Assets, Loans and Advances

205,474,577

205,483,240

Revenue From Operations

As at

31.03.2012

223,671,365

13,465,057

210,206,308

24th Annual Report

30

As at

31.03.2011

(67,068,205) (66,867,078)

101,307 (201,127)

(66,966,899) (67,068,205)

(66,966,899) (67,068,205)

As at

31.03.2011

86,661

204,541,221

1,352,807 601,967

205,980,689 601,967

As at

31.03.2011

5,966 3,212

2,698

205,474,577

205,483,240 3,212

As at

31.03.2011

223,671,365

13,465,057

210,206,308

8 Other Income

Particulars

Professional Income

Brokerage Income

Total

9 Expense For Operations

Particulars

Purchases

Total

10 Other Expenses

Particulars

Postage and Telegrams

Printing and Stationery

Filing Fees and Listing Fees

Audit Fees

Advertisement

Fees & Registrations

Internet

Salaries

Power & fuel charges

Staff Welfare Expenses

Bank Charges

Office expenses

Business Promotion expenses

Distribution expenses

Travelling expenses

Professional fees

Employee Benefits expenses

Advancement & setup cost

Consumable stores & spares

Total

24th Annual Report

As at

31.03.2012

946,150

7,229,190

8,175,340

Expense For Operations

As at

31.03.2012

211,767,846

211,767,846

As at

31.03.2012

155,647

157,458

Filing Fees and Listing Fees 51,250

25,000

59,836

768,016

22,271

540,000

284,537

102,563

2,497

103,432

Business Promotion expenses 381,471

289,387

182,938

165,672

Employee Benefits expenses 121,150

Advancement & setup cost 2,272,780

Consumable stores & spares 826,590

6,512,495

24th Annual Report

31

As at

31.03.2011

946,150

7,229,190

8,175,340

As at

31.03.2011

211,767,846

211,767,846

As at

31.03.2011

155,647 1,305

157,458 9,223

51,250 40,902

25,000 10,000

59,836 30,708

768,016 43,489

22,271 5,500

540,000 60,000

284,537

102,563

2,497

103,432

381,471

289,387

182,938

165,672

121,150

2,272,780

826,590

6,512,495 201,127

NOTES FORMING PART OF ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2012.

Corporate Information

Croitre Industries Limited was incorporated in 1989 presently engaged in the business of

To manufacture, produce, buy, sell or otherwise deal in all kinds of wires and wire products

SIGNIFICANT ACCOUNTING POLICIES:

1.1 BASIS OF ACCOUNTING

The Company maintains its accounts on accrual basis following the historical cost convention in

accordance with generally accepted accounting principles (GAAP) in compliance with the provisions of

Companies Act, 1956 and the Accounting Standards as specified in the Companies (Accounting

Standard) Rules 2006 notified by the Central Government of India.

The preparation of financial statements in conformity with GAAP requires that the management of the

Company makes estimates and assumptions that affect the reported amounts of income and expenses

of the period, the reported balances of assets and liabilities and the disclosures relating to contingent

liabilities as of the date of the financial statements. Difference, if any, between the actual results and

estimates is recognised in the period in which the results are known.

1.2 CHANGE IN ACCOUNTING POLICY

In the last year, Company was valuing stock of shares at Market Value. During the year company has

changed method of valuation from Market Value to ‘Cost or Market Value whichever is lower’. As on

Balance Sheet date, value of stock is nil had it been at market value, the value would

have been nil.

1.3 REVENUE RECOGNITION

Revenue is recognized based on the nature of activity when consideration can be reasonably measured

and there exists reasonable certainty of its recovery

(1) Revenue from sale of shares is recognised when the significant risks and rewards of ownership of

shares have passed to the buyer. Sales are recorded net off Securities Transaction Tax.

(2) Interest income is recognized on time proportion basis taking into account the amount

outstanding and applicable interest rates.

(3) Other items of income are accounted as and when the right to receive arises.

1.4 EMPLOYEE BENEFITS

1.4.1 All employee benefits falling due within twelve months of rendering the services are classified as

short term employee benefits. Benefits like salaries, wages, short term compensated absences etc

and the expected cost of bonus, ex-gratia are recognized in the period in which the employee

renders the related service

1.4.2 Gratuity liability is a defined benefit obligation and is provided for on the basis of an actuarial

valuation on projected unit credit method made at the end of each financial period.

1.4.3 Long term compensated absences are provided for based on actuarial valuation. The actuarial

valuation is done as per projected unit credit method.

1.4.4 Actuarial gains/losses are recognized immediately in the Profit and Loss Account.

1.5 FIXED ASSETS

Fixed assets are stated at their cost net of tax/duty credits availed, if any, less accumulated

depreciation and accumulated amortizations. Costs comprise the purchase price and any attributable

costs of bringing the assets to its working condition, for its intended use.

24th Annual Report

NOTES FORMING PART OF ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2012.

Croitre Industries Limited was incorporated in 1989 presently engaged in the business of

To manufacture, produce, buy, sell or otherwise deal in all kinds of wires and wire products




Standard) Rules 2006 notified by the Central Government of India.





estimates is recognised in the period in which the results are known.

CHANGE IN ACCOUNTING POLICY



Balance Sheet date, value of stock is nil had it been at market value, the value would


and there exists reasonable certainty of its recovery.


shares have passed to the buyer. Sales are recorded net off Securities Transaction Tax.

(2) Interest income is recognized on time proportion basis taking into account the amount

outstanding and applicable interest rates.

(3) Other items of income are accounted as and when the right to receive arises.

All employee benefits falling due within twelve months of rendering the services are classified as



Gratuity liability is a defined benefit obligation and is provided for on the basis of an actuarial

valuation on projected unit credit method made at the end of each financial period.

Long term compensated absences are provided for based on actuarial valuation. The actuarial

valuation is done as per projected unit credit method.

Actuarial gains/losses are recognized immediately in the Profit and Loss Account.



costs of bringing the assets to its working condition, for its intended use.

24th Annual Report

32












All employee benefits falling due within twelve months of rendering the services are classified as



Gratuity liability is a defined benefit obligation and is provided for on the basis of an actuarial

Long term compensated absences are provided for based on actuarial valuation. The actuarial



1.6 DEPRECIATION AND AMORTISATION

Depreciation on tangible assets is provided on Straight line method at the rates prescribed under

Schedule XIV to the Companies Act, 1956.

1.7 Impairment OF ASSETS

As of each balance sheet, the carrying amount of assets is tested for impairment so as to determine -

• the provision for impairment loss, if any, required or

• the reversal, if any , required of impairment loss recognized in previous periods.

Impairment loss is recognized when the carrying amount of an asset exceeds its recoverable amount.

Recoverable amount is determined:

• in the case of individual asset , at the higher of the net selling price and the value in use

• in the case of a cash generating unit, (a group of assets that generates identified independent

cash flows ) , at the higher of the cash generating units net selling price and the value in use.

• Value in use is determined as the present values of estimated future cash flows from the

continuing use of an asset and from its disposal at the end of its useful life.

1.8 INVESTMENTS

Long term investments are carried at cost, after providing for any diminution in value, if such

diminution is of permanent nature. Current investments are carried at lower of cost or market value.

Determination of carrying amount of such investments is done on the basis of specific identification.

1.9 BORROWING COSTS

Borrowing costs that are attributable to the acquisition, construction or production of a qualifying

asset are capitalized as part of the cost of such asset till such time as the asset is ready for its intended

use or sale.

All other borrowing costs are recognized as an expense in the period in which they are incurred.

1.10 Taxes on Income

Taxes on income for the current period is determined on the basis of taxable income and tax credits

computed in accordance with the provisions of the Income Tax Act, 1961.

Deferred tax is recognized on timing differences between the income accounted in financial

statements and the taxable income for the year and quantified using the tax rates and laws enacted or

substantively enacted as on the Balance Sheet date.

Deferred tax assets relating to unabsorbed depreciation/business losses/losses under the head ‘Capital

gains’ are recognized and carried forward to the extent there is virtual certainty that sufficient future

taxable income will be available against which such deferred tax assets can be realized.

Other deferred tax assets are recognised and carried forward to the extent that there is a reasonable

certainty that sufficient future taxable income will be available against such deferred tax assets can be

realized.

24th Annual Report

DEPRECIATION AND AMORTISATION


Schedule XIV to the Companies Act, 1956.


the provision for impairment loss, if any, required or

the reversal, if any , required of impairment loss recognized in previous periods.


Recoverable amount is determined:

• in the case of individual asset , at the higher of the net selling price and the value in use



• Value in use is determined as the present values of estimated future cash flows from the

continuing use of an asset and from its disposal at the end of its useful life.








computed in accordance with the provisions of the Income Tax Act, 1961.



substantively enacted as on the Balance Sheet date.



taxable income will be available against which such deferred tax assets can be realized.



24th Annual Report

33



















1.11 INVENTORIES

Traded goods are valued at cost or market value whichever is less.

1.12 PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

Provisions are recognized for liabilities that can be measured only by using a substantial degree of

estimation if

(i) the company has a present obligation as a result of past event

(ii) a probable flow of resources is expected to settle the obligation and

(iii) the amount of obligation can be reliably estimated

Reimbursement expected in respect of expenditure required to settle a provision is recognized only

when it is virtually certain that the reimbursement will be received.

Contingent liability is disclosed in case of

(1) a present obligation arising from past events , when it is not probable that an outflow

of resources will be required to settle the obligation.

(2) a present obligation arising from past events , when no reliable estimate is possible.

(3) a possible obligation arising from past events , when the probability of outflow of

resources is not remote.

Contingent assets are neither recognized nor disclosed.

Provisions, contingent liabilities and contingent assets are reviewed at each Balance sheet date.

2 NOTES TO ACCOUNTS:

2.1 Estimated amount of contracts remaining to be executed on capital account and not provided for

2.2 Contingent Liabilities not provided for:

Dividend in arrears on cumulative preference shares – Nil

2.3 Some of the balances in Sundry Debtors, Sundry Creditors, and Advances are subject to

confirmation, reconciliation’s and adjustments if any, which in the opinion of the management will not

be significant and would be carried out when settled.

24th Annual Report

Traded goods are valued at cost or market value whichever is less.

PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS


the company has a present obligation as a result of past event

a probable flow of resources is expected to settle the obligation and

the amount of obligation can be reliably estimated


when it is virtually certain that the reimbursement will be received.

Contingent liability is disclosed in case of

(1) a present obligation arising from past events , when it is not probable that an outflow

of resources will be required to settle the obligation.

(2) a present obligation arising from past events , when no reliable estimate is possible.

(3) a possible obligation arising from past events , when the probability of outflow of

Contingent assets are neither recognized nor disclosed.


Estimated amount of contracts remaining to be executed on capital account and not provided for

Contingent Liabilities not provided for:

Dividend in arrears on cumulative preference shares – Nil

Some of the balances in Sundry Debtors, Sundry Creditors, and Advances are subject to


be significant and would be carried out when settled.

24th Annual Report

34




Estimated amount of contracts remaining to be executed on capital account and not provided for


2.4 Related Party Disclosures:

A) Names of Related Parties

1) Associate Company:

2) Key Management Personnel

Relative of Directors

B) Transactions with Related Parties

Remuneration

Directors sitting fees

Loan Given

Loan Received Back

Interest

Outstanding Balances as at March 31

Payable

2.6 Auditors Remuneration:

Statutory Audit Fees

Other Services

Total

Nature of Transaction

Nature of Services

24th Annual Report

Transactions with Related Parties

24th Annual Report

35

2011-12 2010-11

(Rupees) (Rupees)

- -

- -

- -

- -

- -

- -

- -

2011-12 2010-11

(Rupees) (Rupees)

25,000 10,000

25,000 10,000

Key Management Personnel

& Relatives

2.7 The Company has not received any intimation from suppliers regarding their status under the Micro,

Small and Medium Enterprises Development Act, 2006 and hence the disclosure, if any, relating to

amounts unpaid as at the year-end together with interest paid/payable as required under the said Act

have not been given.

2.8 Earning Per Share:

Net Profit available to Equity shareholders (Rs.)

Number of Equity Shares

Weighted average number of equity share in calculating basic and diluted EPS

Earning Per Share (Rupees) Basic & Diluted

2.9 Deferred Taxation:

The details of Deferred Tax Liabilities arising on account of timing differences are as follows:

Deferred Tax Liabilities

Related to Fixed Assets

Total Deferred Tax (Liability)

2.10 Other Additional information required in pursuance of Paragraph 4A, 4C and 4D of the provisions

of Part II of Schedule VI to the Companies Act, 1956 to the extent that they are either Nil or not

applicable to the Company have not been given.

2.11 Previous Year Comparatives:

As per our Report of even date attached



Firm Reg. No.: 010791S

Partner

M.No.: 212876

Place: Hyderabad

Date: 06/09/2012

Particulars

Previous Year figures have been regrouped, recast and reclassified where ever necessary.

24th Annual Report

The Company has not received any intimation from suppliers regarding their status under the Micro,

Small and Medium Enterprises Development Act, 2006 and hence the disclosure, if any, relating to

amounts unpaid as at the year-end together with interest paid/payable as required under the said Act

Basic EPS 2011-12

Net Profit available to Equity shareholders (Rs.) 101,307

6,306,390

Weighted average number of equity share in calculating basic and diluted EPS

0.02

The details of Deferred Tax Liabilities arising on account of timing differences are as follows:

2011-12

(Rupees)

0

Related to Fixed Assets 0

0

Other Additional information required in pursuance of Paragraph 4A, 4C and 4D of the provisions

of Part II of Schedule VI to the Companies Act, 1956 to the extent that they are either Nil or not

applicable to the Company have not been given.

On Behalf of Board of Directors

Deepak Bansal

Managing Director Director

Previous Year figures have been regrouped, recast and reclassified where ever necessary.

24th Annual Report

36

2010-11

-201,127

6,306,390

-0.03

2010-11

(Rupees)

0

0

0

On Behalf of Board of Directors

Girdhar Bansal

Managing Director Director

REGD OFF: 8-2-87/89, 401, Srinivasa Plaza, Srinagar Colony Main Road, Opp. Smiline Dental Hospital,

Punjagutta, Hyderabad

PLEASE COMPLETE THIS ATTENDENCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE METING HALL

DP ID

Client ID

NAME AND ADDRESS OF THE SHAREHODLERS

I hereby record my pressure at the 29

Srinivasa Plaza, Srinagar Colony Main Road, Opp. Smiline

082, Andhra Pradesh.

Signature of the Shareholder/Proxy

(To be signed at the time handling over this slip)

------------------------------------ -----------------

REGD OFF: 8-2-87/89, 401, Srinivasa Plaza, Srinagar Colony Main Road, Opp. Smiline Dental Hospital,

Punjagutta, Hyderabad

I/We …………………………………………of ………………………………………………………being the Member/Members of

CROITRE INDUSTRIES LIMITED hereby appoint ……………………………………………………………………………of

……………………………………………………………. Or failing him / her …………………………………………………………………of

at the 24th

Annual General Meeting o

at the any adjournment thereof.

Signed this ………………………….. day of ……………………………. 2012

Folio No. ……………………………… DPID * ……………………………… Client ID*…………………..

*Applicable for investors holding shares in electronic form.

Notes:

1. The Proxy need not be a member.

2. The proxy form duly signed across Revenue Stamp should reach Company’s Registered Office

atleast 48 hours before the time of the meeting.

24th Annual Report


Srinivasa Plaza, Srinagar Colony Main Road, Opp. Smiline Dental Hospital,

Punjagutta, Hyderabad - 500 082, Andhra Pradesh.

ATTENDENCE SLIP


NAME AND ADDRESS OF THE SHAREHODLERS

I hereby record my pressure at the 29th

Annual General Meeting of the Company at

Srinivasa Plaza, Srinagar Colony Main Road, Opp. Smiline Dental Hospital, Punjagutta, Hyderabad

Signature of the Shareholder/Proxy

(To be signed at the time handling over this slip)

----------------- --------- Tear Here ------------------------------------------------------------


87/89, 401, Srinivasa Plaza, Srinagar Colony Main Road, Opp. Smiline Dental Hospital,

Punjagutta, Hyderabad - 500 082, Andhra Pradesh.

PROXY FORM

We …………………………………………of ………………………………………………………being the Member/Members of



Annual General Meeting of the Company to be held on 29th

September 2012 at 3:00 PM and

Signed this ………………………….. day of ……………………………. 2012

Folio No. ……………………………… DPID * ……………………………… Client ID*…………………..

(Signature of the Shareholder)

*Applicable for investors holding shares in electronic form.

The Proxy need not be a member.

The proxy form duly signed across Revenue Stamp should reach Company’s Registered Office

ore the time of the meeting.

Folio No

No. of Share(s) held

24th Annual Report

37

Srinivasa Plaza, Srinagar Colony Main Road, Opp. Smiline Dental Hospital,


Annual General Meeting of the Company at 8-2-87/89, 401,

Dental Hospital, Punjagutta, Hyderabad - 500

------------------------------------------------------------

87/89, 401, Srinivasa Plaza, Srinagar Colony Main Road, Opp. Smiline Dental Hospital,

We …………………………………………of ………………………………………………………being the Member/Members of



September 2012 at 3:00 PM and

(Signature of the Shareholder)

The proxy form duly signed across Revenue Stamp should reach Company’s Registered Office

Affix

Revenue

Stamp

If undelivered kindly return to:

Croitre Industries Limited

8-2-87/89, 401,


Opp. Smiline Dental Hospital, Punjagutta,

Hyderabad - 500 082

Andhra Pradesh

Ph: 91 40 2373 6047

24th Annual Report

Book Post

If undelivered kindly return to:


Opp. Smiline Dental Hospital, Punjagutta,

24th Annual Report

38

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