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BOARD OF DIRECTORSSh. Ram Saran SalujaSh. Neeraj SalujaSh. Dhiraj SalujaSh. Vinod K. GoyalSh. Navneet GuptaSh Ashwani KumarSh. Amit NarangSh. Kanwalnain Singh KangSh. Ranjan MadaanSh. Prem KumarAUDITORSDass Khanna & Co.Chartered Accountants,B-XX-711, 1st Floor,Gurdev Nagar, Pakhowal Road,Ludhiana - 141 001 (Pb.)REGISTERED OFFICE274, Dhandari Khurd, G. T. Road,Ludhiana (Pb.) 141 014 (India)ChairmanManaging DirectorJt. Managing DirectorExecutive Director & CEOExecutive Director & CFOREGISTRAR & TRANSFER AGENTLink Intime India Pvt. Ltd.(Formerly Intime Spectrum Registry Ltd.)44, Community Centre, 2nd Floor,Naraina Ind. Area, Ph-I, PVR NarainaNew Delhi- 110 028Phone No: 011- 41410592Fax no: 011- 41410591E-mail: delhi@linkintime.co.inContentsCOMPANY SECRETARYSh. Rahul KapoorPage No.(from)Notice01Directors' Report05Corporate Governance Report10(including Management Discussion and Analysis)Certificate on Corporate Governance17Auditors Report on Financial Statements18Balance Sheet21Profit & Loss Statement22Cash flow Statement23Notes on Financial Statements etc.24Auditors Report on Consolidated Financial Statements44Consolidated Balance Sheet45Consolidated Profit & Loss Statement46Consolidated Cash Flow Statement47Notes on Consolidated Financial Statements etc.48Financial Information of Subsidiary Company(ies)/Firm(s)65
Chairman's MessageDear Shareholders,It is my pleasure and privilege to reach you through this Annual Report and share with you the highlights of our Company'sperformance for the momentous year 2012-13. This was a challenging year caused by uncertain global macro-economicsituation. Major economies witnessed slower growth and especially the Eurozone remained uncertain. Within thecountry, inflation remained the key cause of worry, impacting all input costs and putting margines under pressure.Despite the global volatile environment, we remain committed to drive the business towards delivering consistent,competitive, profitable and responsible growth. We have been able to sustain operational stability, thanks to our strongmarket position, geographic spread of scale and low-cost but high quality products. The (Consolidated) Revenue fromOperations of your Company stood at Rs. 3776.79 crores for the F.Y. ended 31.03.2013, as compared to Rs. 2221.54crores during the previous year, a growth of 70.00 % YoY. The Profit after Tax (Consolidated) stood at Rs. 137.91crores for the F.Y. ended 31.03.2013, as compared to Rs. 82.81 crores during the previous year, a growth of 66.54 % YoY.The (Standalone) Revenue from Operations of your Company stood at Rs. 3154.21 crores for the F.Y. ended 31.03.2013,as compared to Rs. 2038.34 crores during the previous year, a growth of 54.74 % YoY.The Profit after Tax(Standalone) stood at Rs. 106.43 crores for the F.Y. ended 31.03.2013, as compared to Rs. 71.83 crores during theprevious year, a growth of 48.16% YoY.The evolving economic landscape and the aspirations of the people have driven us to aim higher, execute our plansseamlessly and sustain the growth momentum. We are successfully implementing our new/expansion projects and areconfident that our large capital expenditure programme will enable us to take full advantage of our position and achieve ourgrowth ambitions.We are fortunate to have been able ot attract the talent we see today in the Company, across all disciplines and at all levelsand I thank all SEL employees for their dedication in making SEL, the company it is today. Sustainability is now firmly atthe heart of our business model and is driving gr owth, reducing costs, building strengths for the future and to invest inbuilding capabilities. We see this as a source of competitive advantage for the business now and in the years ahead and wewill continue to invest our resources in taking these initiatives forward.We strongly believe in doing business with values such as transparency, professionalism and accountability. We willcontinue to enhance our corporate value by ensuring that all of our business activities are so carried out that we achievehigh credibility with our stakeholders across the globe.Your company growth has been made possible with the support and encouragement from all the stake holders includingshareholders, customers, lenders and our loyal, hardworking and committed employees without whose commitment itwould be difficult for the company to target the growth that it is aiming for. I would like to express my gratitude to all ofthem. We seek your continued support in all future endeavours.With best wishes,Ram Saran SalujaChairman
NOTICENotice is hereby given that the 13th Annual General Meetingof the Members of the Company will be held on Tuesday, the24th day of September, 2013 at 9.30 A.M. at the Registeredoffice of the Company situated at 274, Dhandari Khurd, G.T.Road, Ludhiana (Punjab) 141014 to transact the followingbusiness(es):AS ORDINARY BUSINESS:1. To receive, consider and adopt the Audited BalanceSheet for the financial year ended 31st March, 2013 andthe Profit & Loss Account for the financial year ended onthat date together with the report of Directors & Auditorsthereon.2. To appoint a Director in place of Mr. Navneet Gupta, whoretires by rotation and being eligible offers himself for reappointment.3. To appoint a Director in place of Mr. Vinod Kumar Goyal,who retires by rotation and being eligible offers himselffor re-appointment.4. To appoint a Director in place of Mr. Prem Kumar, whoretires by rotation and being eligible offers himself for reappointment.5. To appoint Auditors to hold office until the conclusion ofthe next Annual General Meeting and to fix theirremuneration.The Auditors M/s Dass Khanna & Company, CharteredAccountants, Ludhiana, (Firm Registration No.000402N), the Statutory Auditors of the Company whoseterm is ending at the conclusion of the forthcomingAnnual General Meeting are eligible for re-appointment.AS SPECIAL BUSINESS:6. TO CONSIDER AND, IF THOUGHT FIT, TO PASSWITH OR WITHOUT MODIFICATION(S), THEFOLLOWING RESOLUTION AS AN ORDINARYRESOLUTION:RESOLVED THAT pursuant to the provisions of Sections198, 269, 309 and Schedule XIII and all other applicableprovisions, if any, of the Companies Act, 1956, the rulesframed there under, and as approved by theRemuneration Committee of the Board and subject tosuch other modification(s), amendment(s), alteration(s)as may be required by any letters etc., the consent of theCompany be and is hereby accorded for the reappointment of Sh. Navneet Gupta, as the ExecutiveDirector of the Company for a further period of threeyears w.e.f. 8.5.2014 on a consolidated amount of Salaryof Rs. 3,00,000/- per month.RESOLVED FURTHER THAT he will be entitled to freeuse of Company's car for business purpose and of freeuse of telephone, at office and at residence, for businesspurposes of the Company.RESOLVED FURTHER THAT The Board of Directors ofthe Company be and are hereby authorized to furtherincrease the above said remuneration within the limitsprescribed under the Companies Act, 1956 and theguidelines issued in this behalf by the CentralGovernment from time to time, without referring thematter again for the approval of the members of theCompany.7.1RESOLVED FURTHER THAT in case in any Financialyear, the company has no profits or its profits areinadequate, the Company will pay the aboveremuneration as minimum remuneration to theExecutive director subject to compliance of Schedule XIIIof the Companies Act, 1956 and other applicableprovisions, and the rules framed there under asamended from time to time.RESOLVED FURTHER THAT The Board of Directors ofthe Company be and are hereby authorized to executeall such documents, instruments, and writings, if any, andfurther to do all such acts, deeds or things as may bedeemed necessary to give effect to the above saidresolution.TO CONSIDER AND, IF THOUGHT FIT, TO PASSWITH OR WITHOUT MODIFICATION(S), THEFOLLOWING RESOLUTION AS AN ORDINARYRESOLUTION:RESOLVED THATpursuant to the provisions ofSections 198, 269, 309 and Schedule XIII and all otherapplicable provisions, if any, of the Companies Act, 1956,the rules framed there under, and as approved by theRemuneration Committee of the Board and subject tosuch other modification(s), amendment(s), alteration(s)as may be required by any letters etc., the consent of theCompany be and is hereby accorded for the reappointment of Sh. Vinod Kumar Goyal, as the ExecutiveDirector & CEO of the Company for a further period ofthree years w.e.f. 13.7.2013 on a consolidated amount ofSalary of Rs. 6,50,000/- per month.RESOLVED FURTHER THAT he will be entitled to freeuse of Company's car for business purpose and of freeuse of telephone, at office and at residence, for businesspurposes of the Company.RESOLVED FURTHER THAT The Board of Directors ofthe Company be and are hereby authorized to furtherincrease the above said remuneration within the limitsprescribed under the Companies Act, 1956 and theguidelines issued in this behalf by the CentralGovernment from time to time, without referring thematter again for the approval of the members of theCompany.RESOLVED FURTHER THAT in case in any Financialyear, the company has no profits or its profits areinadequate, the Company will pay the aboveremuneration as minimum remuneration to theExecutive Director & CEO subject to compliance ofSchedule XIII of the Companies Act, 1956 and otherapplicable provisions, and the rules framed there underas amended from time to time.RESOLVED FURTHER THAT The Board of Directors ofthe Company be and are hereby authorized to executeall such documents, instruments, and writings, if any, andfurther to do all such acts, deeds or things as may bedeemed necessary to give effect to the above saidresolution.
8.9.TO CONSIDER AND, IF THOUGHT FIT, TO PASSWITH OR WITHOUT MODIFICATION(S), THEFOLLOWING RESOLUTION AS AN ORDINARYRESOLUTION:RESOLVED THATpursuant to the provisions ofSections 198, 269, 309 and Schedule XIII and all otherapplicable provisions, if any, of the Companies Act, 1956,the rules framed there under, and as approved by theRemuneration Committee of the Board and subject tosuch other modification(s), amendment(s), alteration(s)as may be required by any letters etc., and in partialmodification of the earlier Resolution passed in the ExtraOrdinary General Meeting held on 24.05.2012, theconsent of the Company be and is hereby accorded forthe increase in consolidated amount of Salary to ShNeeraj Saluja as the Managing Director of the Companyto Rs.14,00,000 per month w.e.f. 01.10.2013.RESOLVED FURTHER THAT all other terms andconditions of his appointment shall remain unchanged.RESOLVED FURTHER THAT The Board of Directors ofthe Company be and are hereby authorized to executeall such documents, instruments, and writings, if any, andfurther to do all such acts, deeds or things as may bedeemed necessary to give effect to the above saidresolution.TO CONSIDER AND, IF THOUGHT FIT, TO PASSWITH OR WITHOUT MODIFICATION(S), THEFOLLOWING RESOLUTION AS A SPECIALRESOLUTION:RESOLVED THAT pursuant to the provisions of Section314, 314(1B) of the Companies Act, 1956 read withDirectors' Relative (Office or Place of Profit) Rules, 2011,and all other applicable provisions, if any, of theCompanies Act, 1956, consent of the Company be and ishereby accorded to the appointment of Ms. PreetikaGoyal to hold and continue to hold an office or Place ofProfit as Assistant Manager-Marketing (or any otherdesignation and roles which the Board/Committee of theBoard may decide from time to time) on such Monthlyremuneration as may be fixed from time to time by theBoard of Directors of the Company within the limitsprescribed under Section 314(1B) of the Companies Act,1956 read with Rule 3 of the Directors' Relative (Office orPlace of Profit) Rules, 2011, as amended from time totime.RESOLVED FURTHER THAT the Board of Directors ofthe Company be and are hereby authorized to do,perform and execute all such acts, deeds and things andto settle all questions arising out of and incidentalthereto, and to give such directions that may benecessary or arise in regard to or in connection with anysuch matter as it may in its absolute discretion, deem fitto give effect to this resolution.NOTES:1.PROXIES IN ORDER TO BE MADE EFFECTIVE,MUST BE DEPOSITED WITH THE COMPANY DULYEXECUTED NOT LESS THAN 48 HOURS BEFORETHE COMMENCEMENT OF ANNUAL GENERALMEETING AT THE REGISTERED OFFICE OF THECOMPANY.2.Members are requested to send their queries on theaccounts, if any, so as to reach the Registered Office ofthe Company at least seven days before the meetingto enable the company to have relevant informationready at the meeting.3.Members are requested to bring their copy of AnnualReport along with them to the Annual General Meeting.4.Explanatory Statement pursuant to Section 173(2) of theCompanies Act, 1956 in Respect of Item(s) of SpecialBusiness is annexed hereto and forms part of the Notice.5.The Register of Members and Share Transfer books shallremain closed from September 16, 2013 to September24, 2013 (both days inclusive).6.The information required to be provided under the ListingAgreement entered into by the Company with the StockExchanges regarding the Director who is proposed to beappointed/re-appointed is given in the annexure to theNotice.7.The Explanatory Statement for Item(s) No. 6, 7 and 8together with the accompanying notice may also beregarded as an abstract of the terms of re-appointment ofMr. Navneet Gupta as Executive Director and Mr. VinodKumar Goyal, as Executive Director and CEO of theCompany and their Memorandum of Interest of Directorsu/s 302 of the Companies Act, 1956, and also as anabstract of the terms of increase in remuneration of Mr.Neeraj Saluja, Managing Director of the Company andMemorandum of Interest of Directors u/s 302 of theCompanies Act, 1956.8.Pursuant to Section 205C of the Companies Act, 1956,the amount remaining unpaid or unclaimed for a period ofseven years from the date they became due for paymentshall be transferred to Investor Education and ProtectionFund ("Fund").Members who have not encashed their dividend for thefinancial year ended March 31, 2008, are requested tomake their claims to the Registrar/Company. It may benoted that once the unclaimed/unpaid dividend istransferred to the credit of the said Fund, no claim shall liein respect thereof.By Order of the Board,For SEL MANUFACTURING COMPANY LTD.PLACE : LUDHIANADATED :24.08.2013A MEMBER ENTITLED TO ATTEND AND VOTE ATTHIS ANNUAL GENERAL MEETING IS ENTITLED TOAPPOINT A PROXY TO ATTEND AND VOTE INSTEADOF HIMSELF/HERSELF AND SUCH PROXY NEEDNOT BE A MEMBER OF THE COMPANY. A BLANKPROXY FORM IS ENCLOSED.(RAHUL KAPOOR)COMPANY SECRETARY2
overall management of the Company along with theManaging Director/Jt. Managing Director of the Company, isalso incharge of whole of the operations of the Company.Important Communication to MembersThe Ministry of Corporate Affairs has taken a “Green Initiativein the Corporate Governance” by allowing paperlesscompliances by the Companies and has issued circularsstating the service of notice/documents including AnnualReport can be sent by e-mail to its members. To support thisgreen initiative of the Government in full measure, memberswho have not registered their e-mail addresses, so far, arerequested to register their e-mail addresses, in respect ofelectronic holdings with the Depository through theirconcerned Depository Participants and with Registrar &Share Transfer Agent-M/s Link Intime India Private Limited incase of shares held in physical form. E-mail is a bettermethod to receive the communications quickly, with least costimplications. We request you to whole-heartedly support thisinitiative and co-operate with the Company in implementingthe same. Please act and contribute to the cause ofEnvironment.As per the provisions of the Companies Act, 1956 underSchedule XIII and Rules framed there under, confirmation ofthe members of the Company is required for theappointment/reappointment as such of a managerial person.Hence the proposed resolution is recommended for yourconsideration and approval.MEMORANDUM OF INTERESTNone of the Directors except Mr. Vinod Kumar Goyal,Executive Director and CEO being the appointee is, in anyway, interested or concerned in the proposed resolution.FOR ITEM NO.8:The re-appointment of Mr. Neeraj Saluja as ManagingDirector of the Company was confirmed by the members ofthe Company in the Extra Ordinary General Meeting of theMembers held on 24th day of May, 2012 for a period of threeyears w.e.f. 26.05.2012 on a consolidated amount of Salary ofRs.10,00,000/- per month.EXPLANATORY STATEMENT PURSUANT TO SECTION173(2) OF THE COMPANIES ACT, 1956 IN RESPECT OFITEMS OF SPECIAL BUSINESS:The Board of Directors of your Company have on the basis ofrecommendation of Remuneration Committee have passedthe Resolution for increase in the consolidated amount ofSalary to Sh. Neeraj Saljua, Managing Director of theCompany to Rs.14,00,000 per month w.e.f. 01.10.2013. Thejob responsibilities of Managing Director have considerablyincreased in view of increase in the volume of business andestablishment of a new unit of the Company in the State ofMadhya Pradesh. He is also responsible for the overallmanagement of our Company and provides strategicdirection in selection of technology and machineries, insetting up new manufacturing facilities, improvement ofproduction processes and exploring and diversifying into newventures.FOR ITEM NO.6The Board of Directors of your Company have re-appointedMr. Navneet Gupta as the Executive Director of the Companyfor a further period of three years w.e.f. 8.5.2014 subject to theconfirmation of his re-appointment and remuneration by themembers of the Company. The remuneration proposed to bepaid to Executive Director has been approved by theRemuneration Committee of the Board and the resolution isput for your approval in this meeting. Mr. Navneet Gupta,Executive Director of the Company looks after all the financerelated activities of the Company.As per the provisions of the Companies Act, 1956 underSchedule XIII and Rules framed there under, confirmation ofthe members of the Company is required for theappointment/reappointment as such of a managerial person.Hence the proposed resolution is recommended for yourconsideration and approval.All other terms and conditions of his appointment will remainthe same.MEMORANDUM OF INTERESTNone of the Directors except Mr. Ram Saran Saluja, Mr. DhirajSaluja being relatives and Mr. Neeraj Saluja being theappointee is, in any way, interested or concerned in theproposed resolution.MEMORANDUM OF INTERESTNone of the Directors except Mr. Navneet Gupta, ExecutiveDirector being the appointee is, in any way, interested orconcerned in the proposed resolution.FOR ITEM NO.9:FOR ITEM NO. 7The Board of Directors of the Company have appointed Ms.Preetika Goyal as Assistant Manager-Marketing on aconsolidated monthly remuneration of Rs.47,000. All theterms and conditions of her appointment, includingremuneration, will be as applicable to employees at the sameresponsibility lever as her. Depending upon her performance,her remuneration will be subject to revision from time to timealong with the Performance Award, if any, in accordance withthe rules and procedures of the Company but within the limitsprescribed under the Directors' Relative (Office or Place ofProfit) Rules, 2011 as amended from time to time.The Board of Directors of your Company have re-appointedMr. Vinod Kumar Goyal as the Executive Director and CEO ofthe Company for a further period of three years w.e.f.13.07.2013 subject to the confirmation of his re-appointmentand remuneration by the members of the Company. Theremuneration proposed to be paid to Executive Director andCEO has been approved by the Remuneration Committee ofthe Board and the resolution is put for your approval in thismeeting. Mr. Vinod Kumar Goyal, Executive Director andCEO of the Company besides being responsible for the3
The monthly remuneration that the Company proposed to paypresently to Ms. Preetika Goyal is lower than Rs.2,50,000.Consequently, no approval of the Central Government is atthis point of time, envisaged.Ms. Preetika Goyal, concentrates on activities pertaining toSales and Marketing, alongwith Business Development.Since Ms. Preetika Goyal is related to the member of theBoard of Directors of the Company, she will be deemed to beholding an office or Place of Profit under the Company withinthe meaning of Section 314(3) of the Companies Act,1956.(“the Act”)The draft Special Resolution is proposed in the above contextand the Board of Directors of the Company recommends theResolution for acceptance.MEMORANDUM OF INTERESTAs per the provisions of Section 314 of the Act, no relative of aDirector may hold any office or place of profit in a companycarrying a monthly remuneration of Rs. 50,000 and aboveexcept with the consent of shareholders through a specialresolution. Moreover, should the relative draw a monthlyremuneration of Rs.2,50,000 and above, such appointment,as per the present provisions of Section 314(1B) of the Actread with the Directors' Relative (Office or Place of Profit)Rules, 2011 will also be subject to the approval of the CentralGovernment.None of the Directors except Mr. Vinod Kumar Goyal, beingthe relative of the appointee are interested in the proposedresolution.By Order of the Board,For SEL MANUFACTURING COMPANY LTD.PLACE : LUDHIANADATED :24.08.2013(RAHUL KAPOOR)COMPANY SECRETARYANNEXURE TO NOTICEDETAILS OF DIRECTORS SEEKING APPOINTMENT/REAPPOINTMENT INANNUAL GENERAL MEETING SCHEDULED FOR 24TH SEPTEMBER, 2013Name of DirectorMr. Navneet GuptaMr. Vinod Kumar GoyalMr. Prem KumarResume includingExpertise in specificfunctional areaMr. Navneet Gupta, aged 43years is a Chartered Accountantand has a vast experience inFinancial Areas and otherrelated aspects.Mr. Vinod Kumar Goyal aged 54 Yrs. is theExecutive Director & CEO of our Company. Heholds the degree of a MBA and has over 32 yrs.of experience in textile industry. Mr. Goyal isresponsible for the overall management of theCompany along with the Managing Director/Jt,Managing Director of the Company.Mr. Prem Kumar aged 60 Yrs. is anIndependent Director on the Board of theCompany. Mr. Prem Kumar is well knownand highly regarded as a speaker andthought leader in the area of strategicmanagement, marketing andinternational business. His work focuseson the formulation and implementationof corporate strategies, knowledge andinnovation management.List of otherCompanies in whichDirectorship held1) Rythm Textile & ApparelsPark Ltd.2) SEL Textiles Ltd.3) Silverline Corporation ltd.None1. Roop Automotives Ltd.Chaiman/Member ofthe Committee ofBoard of Directors ofother CompaniesMember Audit Committee:1) SEL Textiles Ltd.2) Rythm Textile & ApparelsPark ltd.NoneInter-Se relationshipwith other Directorsof the CompanyNot relatedNot relatedNot relatedShareholding in theCompany600NilNil2. Roop Polymers Ltd.Member Audit Committee :Roop Polymers Ltd.4
DIRECTORS' REPORTToThe MembersSEL Manufacturing Company Ltd.Your Directors have pleasure in presenting their 13th Annual Report on the affairs of the company together with AuditedAccounts for the financial year ended 31st March, 2013.FINANCIAL RESULTS(Rupees in Lacs)Current YearPrevious year(2012-13)(2011-12)Revenue from Operations315421.69203834.24Other Income17198.829627.90332620.51213462.14Less :Expenditure302247.14195164.01Provision for t before taxation:16814.1110790.79Less :Taxes : Current Tax3287.002089.00Deferred Tax5496.193390.31MAT Credit Entit.(2957.60)(1873.81)Wealth Tax5.502.00Earlier Yrs339.526170.610.003607.50Profit after Tax10643.507183.29Balance brought forward31770.9030903.5242414.4038086.81Less: Previous year Tax Adjustments0.001317.91Less: Transferred to General Reserve10000.004998.00Balance Carried over to Balance Sheet32414.4031770.90BUSINESS:OPERATIONS:The Company is vertically integrated multi-product textileDuring the year under review, your company has achievedcompany, manufacturing various kinds of Knitted Garments,Revenue from Operations of Rs. 315421.69 lacs asTerry Towels, Knitted & Processed Fabric and various kind ofcompared to Rs. 203834.24 lacs in the previous year. TheYarn with production facilities located at Ludhiana andprofit before tax stood at Rs. 16814.11 lacs as compared toNawanSheher in Punjab, Baddi in Himachal Pradesh andRs. 10790.79 lacs during the previous year. After providingSehore in Madhya Pradesh.for taxes and other adjustments, the Profit after tax stood atRs. 10643.50 lacs as compared to Rs. 7183.29 lacs during theWe are expanding our existing capacities in spinning/knitting.previous year.The Company is setting up a new project in the state ofSUBSIDIARY COMPANY/FIRM(S):Madhya Pradesh consisting of spinning unit with a capacity of571,200 spindles, out of which 326,400 spindles have alreadyAs at 31.03.2013, the Company has the following Subsidiarybeen installed. The said spinning facility is the largest underCompany(ies) namely Omega Hotels Ltd., SEL Aviation Pvt.one roof in India. Further, the Company also proposes to setLtd., SEL Textiles Corporation, SEL Ecochem Pvt. Ltd., SELup Knitted Fabric/ Cloth capacity of 72,000 TPA out of whichTextiles Ltd., Silverline Corporation Ltd., SEL Textiles28,000 TPA is already installed. The Company has also setOverseas Ltd., and also a subsidiary firm namely M/s SEup Open end spinning with capacity of 4,440 Rotors.5
CONSOLIDATED FINANCIAL STATEMENTS:Exports. The Company has its branch office at United ArabEmirates.The Consolidated Financial Statements of the Company andits subsidiaries, prepared and presented in accordance withThe Annual Accounts of the Subsidiary companies/firms andthe related detailed information shall be made available toAccounting Standard (AS) 21, are attached to and form part ofshareholders of the holding and subsidiary companiesthe Annual Report.seeking such information at any point of time.CORPORATE GOVERNANCE:Further the Annual Accounts of the subsidiary companies areYour Company is committed to adhere to the best Practices ofkept for inspection by any shareholders in the head office i.e.governance. In your Company, prime importance is given tothe Registered Office of the holding company and of thereliable financial information, integrity, transparency, fairness,subsidiary companies concerned.empowerment & compliances. A separate section onCorporate Governance and a Certificate regardingYour company continue to hold 99% stake in the partnershipcompliance of conditions of Corporate Governance, formsfirm namely M/s SE Exports.part of the Annual Report.SEL Textiles Ltd. is the wholly owned Subsidiary of theDIVIDEND:Company. SEL Textiles Ltd. is engaged in the business oftextiles and the Company has two spinning unit(s) one atIn order to conserve resources for future growth and theNeemrana (Rajasthan) and one at Hansi, Hissar (Haryana)expansion projects of the company the directors have notand a terry towel unit at Nawa Sheher, Punjab.recommended any dividend for the Financial year 2012-13.SEL Textiles Ltd. is also setting up a project with spinningFIXED DEPOSITS:capacity of 188160 spindles, denim fabric manufacturingDuring the year, your Company has not accepted any fixedcapacity of 40 million meters per annum and around 8 milliondeposits within the meaning of Section 58-A of the Companiespieces of denim garments per annum at Vill Punjava-Lambi,Act, 1956 and the Rules made there under.Tehsil Malout, Dist Sri Muktsar Sahib (Punjab). The unit hasDIRECTORS:already commenced commercial operations with installationof 65,280 spindles. Further SEL Textiles Ltd., has twoMr. Navneet Gupta, Mr. Vinod Kumar Goyal and Mr. Premsubsidiary companies i.e. M/s Silverline Corporation Ltd., inKumar, Directors' of the Company retire by rotation at thisIndia and M/s SEL Textiles Overseas Ltd. in Hong Kong.Annual General Meeting and being eligible offer themselvesfor re-appointment.Omega Hotels Ltd., subsidiary of the company is presentlyimplementing a hotel project at Agra in the Sate of UttarFurther the re-appointment of Mr. Vinod Kumar Goyal and Mr.Pradesh.Navneet Gupta as Executive Director(s) of the Company for aSEL Aviation Pvt. Ltd., subsidiary of the company is in thefurther period of three years each respectively is also to bebusiness of aviation services and holds a Non-Scheduledconfirmed.Operator's permit under the Director General of Civil AviationLISTING WITH EXCHANGES AND LISTING FEES:Rules and Regulations.The Equity Shares of the Company are presently listed withSEL Textiles Corporation is the wholly owned subsidiary of theBombay Stock Exchange Limited (BSE) and The NationalCompany in the state of California, USA.Stock Exchange of India Ltd. (NSE). Further the CompanySEL Ecochem Pvt. Ltd., is subsidiary of the Company in Indiahas paid listing fees to both the exchanges (i.e. BSE and NSE)which proposes to commence business of chemicals, acids,upto financial year 2013-14. The GDRs of the company areetc.listed on Luxembourg Stock Exchange.6
Companies (Particulars of employees) Rules, 1975AUDITORS:are setout in a separate statement attached hereto and marked asM/s Dass Khanna & Co., Chartered Accountants, Ludhiana,Annexure-II and forms part of this report.the Statutory Auditors of the Company retire at the ensuingAnnual General Meeting and are eligible for reappointment.DIRECTORS' RESPONSIBILITY STATEMENT:AUDITORS' REPORT:The Directors would like to assure the Members that thefinancial statements for the year under review conform in theirThe report of Auditors and notes on accounts are selfentirety to the requirements of the Companies Act, 1956.explanatory and do not call for any further comments as thereare no adverse remarks by the Auditors.The Directors confirm that:COST AUDITORS: In the preparation of the annual accounts, the applicableaccount
Sustainability is now firmly at the heart of our business model and is driving growth, reducing costs, building strengths for the future and to invest in building capabilities. We see this as a source of competitive advantage for the business now and in the years ahead and we will continue to invest our resources in taking these initiatives .
