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Going

beyond

Crew B.O.S. Products Limited


Annual Report 2006-07
Contents
Delivering on our promises 4

Financial summary 6

Letter from Managing Director 8

Strategic Business Units 13

Springboard to volume driven business 14

Going the retail way 17

Crew B.O.S. Academy 18

DirectorsÊ Report 21

Corporate Governance 25

MDA 33

AuditorsÊ Report 37

Financial Section 40
Crew B.O.S. Products Limited (herewith referred to as Crew
B.O.S.) designs, manufactures and exports leather and
leather-based fashion accessories and footwear. The
CompanyÊs diverse product range of belts, bags, wallets,
footwear and small leather goods represents the
international pulse of fashion as it is supplied to some of the
worldÊs best and most renowned international brands and
retail chains such as

ACCESSORIZE,
MONSOON,

FOSSIL,
MARKS & SPENCER,

ESPRIT, NEXT,

GAP, BANANA REPUBLIC,

CHICO'S, FAT FACE,

DEBENHAMS, J JILL,

AEO, ARMANI
to name just a few. Crew B.O.S. also has to its
credit the unique distinction of producing cost-effective,
international-grade „Italian‰ quality leather which has been
very well appreciated in the international market. This
leather manufacturing plant is unique in India and Asia for the
sheer diversity of products & quality that it can produce.

An ISO 9001:2000 certified Company, Crew B.O.S. has six


state-of-the-art manufacturing units including a world-class
leather finishing unit located at Manesar (Haryana) equipped
with hi-end Italian machineries and Italian leather processing
technology. The Company also has a tannery at Jalandhar
(Punjab) and is also fast developing an exclusive footwear
manufacturing unit at the Mahindra SEZ in Chennai (Tamil
Nadu).

Headquartered in Delhi (India), Crew B.O.S. also has an


outsourcing and marketing office in Hong Kong (China),
marketing office in Milano (Italy) and a resourcing office in
Cairo (Egypt). The CompanyÊs Operations in Hong Kong and
Italy are conducted through its wholly owned subsidiaries.

The CompanyÊs shares are listed on the Bombay Stock


Exchange and National Stock Exchange of India Limited and
through its GDR issue listed on the Luxembourg Stock
Exchange.

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2
Going beyond

Fashion we believe is all about evolving style. What's


in, what's out. What's new, what's passé? What's hot,
what's not? People canÊt turn over an entire wardrobe
based on changing styles every season and every
year. Rather they update looks with a fresh purchase
of fashion accessories and footwear. All major fashion
and luxury brands today are giving a more prominent
role to accessories thereby presenting an ever
increasing opportunity for Crew B.O.S. to cater to this
increasing demand.

This is just where Crew B.O.S. steps in. With products


that complement every facet of the customerÊs
lifestyle - at work, leisure and fun. To do so, Crew
B.O.S. is going beyond the ordinary to design and
manufacture high quality fashion accessories
that promise to play an important role
in enhancing the style quotient of customers
around the globe.

Crew B.O.S. is also going beyond seasonal trends and


creating a niche in the footwear segment which enjoys
a year around demand.

Again, the Company is going far beyond merely visualizing


ambitious projects and has embarked on robust strategic
plans to ramp up its core capabilities and forged a strategic
tie-up to gain invaluable experience in the footwear segment.

Going beyond, Crew B.O.S. will be travelling a


path that promises to take the Company closer to
its journey to be the best. The success of some of
the initiatives promise to generate a whole new
level of opportunities for Crew B.O.S. and
simultaneously create a cutting edge for the entire
leather industry in India.

3
Delivering on our promises
While we are going beyond in every sphere of our business, the soundness of our business model
can be judged from our ability to deliver on the promises we make.

4
Promises made 2005-06 Promises delivered 2006-07

"We will grow at a very health pace...⁄" Net sales increased by 38 per cent to Rs 1847.26 mn (2006:
Rs 1346.60 mn).
PAT up by 43 per cent to Rs 222 mn (2006: Rs 155.2 mn)
EBIDTA up from Rs 236.9 mn in 2005-06 to Rs 340.9 mn
in 2006-07.
EPS increased from Rs 12.67 to Rs 17.28.

"Ramp up capacities to foray into the footwear Setting up a 4 lane production line.
segment "

"ERP will be fully functional⁄stepping stone to receiving the Real-time web-enabled ERP system operational.
ISO certification⁄"
Received the ISO 9001:2000 certification.

„Expanding operations of subsidiaries and increasing our Setting up a new wholly owned subsidiary - "Iguvium" which will
worldwide sourcing capabilities‰ enable the Company to actively participate in the European markets
and serve as the CompanyÊs marketing arm in Italy.
Setting up a Sourcing office in Egypt.
Setting up a Hong kong subsidiary to resource and market.

5
Financial
summary
(Rs mn)
Particulars 2003-04 2004-05 2005-06 2006-07
SOURCES OF FUNDS
Equity Share Capital 69.99 110.00 128.18 158.03
Reserves & Surplus 68.64 238.18 575.10 774.64
Total Shareholders Funds 138.63 348.18 703.28 932.67
Loan 140.68 309.34 451.76 732.31
Total Liabilities 279.31 657.52 1155.04 1664.98
APPLICATION OF FUNDS
Gross Block 166.90 345.82 537.44 919.33
(including Capital Work in Progress)
Less : Depreciation 36.83 50.76 79.58 114.86
Net Block 130.07 295.06 457.86 804.47
Deferred Tax Asset/ (Liability) (5.01) (3.58) 2.69 (2.71)
Total Fixed Assets 130.07 295.06 457.86 804.47
Investments 0.85 35.06 92.09 9.30
Gross Current Assets Block 238.43 522.64 804.65 1118.27
Less : Current Liabilities & Provision 89.83 200.07 213.92 274.46
Net Current assets 148.60 322.57 590.73 843.82
Miscellaneous Expenditure 4.80 7.87 11.67 10.10
Total Assets 279.31 657.52 1155.04 1664.98
Net Worth 133.83 340.31 691.61 922.57

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7
Dear Shareholders,
It gives me great pleasure to welcome you to yet another year of excellent performance at Crew B.O.S. The continued strength
and momentum of our business is reflected in our financial results as our revenues soared new heights. With a sharply focused
resolve, the Company embarked on large-scale business plans and passionately pursued a multiple strategic growth path to
strengthen every sphere of the business.

Industry overview
As I write this letter to you, one of the major concerns expressed is the competitiveness of the export industry due to the
weakening of the U.S. currency. At Crew B.O.S. we believe that addressing this dynamic external factor is as much as a part
of our business and we accept this challenge in the right spirit and will devote the right energies and attention to manage it
well.

As they often say every cloud has a silver lining, so while the industry was wondering, how it would cope with this new
challenge against a "China" that has more contents to its business, came some good news that will help us to get greater attention
from buyers whose honeymoon a rather long one with China is ending. The Leather industry in China is being challenged by new
laws and policies that will erode its competitiveness.

A combination of a moving Yuan (about 4 per cent) , reduction of subsidies ( about 7 per cent to 10 per cent), increasing duties
on leather, increasing wages and a shortage of skilled work force puts more opportunity at IndiaÊs door without the peer pressure
normally associated with competing with „China‰.

This development is truly a brilliant opportunity which the Indian leather industry has to grab to perform the role of a reliable
supplier. Crew B.O.S. by the prudent use of resources has done exactly that and today has world class infrastructure to accept
and explore this opportunity. Increasingly, the better customers are recognizing this change and progress at „Crew B.O.S‰. And
I believe a new era has begun that will take your Company to new heights.

Financial & business review


The CompanyÊs net income rose from Rs 1314.69 mn to Rs 1847.26 mn while profitability grew by 43 per cent. Bags and belts
continue to be the major revenue earners and accounted for more than 55 per cent of the total revenues. We are happy to
report a growth of nearly 85 per cent in the footwear segment while the finishing unit which commenced a full year of
operations in this fiscal, recorded revenues of Rs 225 mn. The ability to manufacture „Italian‰ quality leather provided the
CompanyÊs prestigious international brand of customers yet another compelling reason to select Crew B.O.S. as their trusted
partner in success. The superior leather finishing abilities also coincided perfectly with the prevailing trend of clean and classic
looks for leather fashion accessories segment in 2006-07.

To pursue higher growth opportunities, promote higher operational efficiency and profitability, Crew B.O.S. has taken a conscious
decision to develop each of the CompanyÊs six core product streams into distinct strategic business units. In this direction, one
of the important measures to enable the management and various business-heads get a 360-degree view of the business
operations has been the installing of a powerful ERP system. The key developments across each of our business units; is discussed
separately in the pages following this communiqué, I briefly touch upon here.

Footwear segment
We at Crew B.O.S. believe that this segment is poised to rapidly change and expect to see a huge transformation over the
next few years. On one hand, leading international brands are looking at India for their sourcing while on the other the
developments in the domestic market present tremendous opportunities to build and create a special brand.

8
Shoe Division South
Gauging this, Crew B.O.S. is approaching this new era of opportunities where global leather and lifestyle product manufacturers
move base to India, with a clear plan and strategies. We have joined hands as 51: 49 JV with Leather Crafts (India) Pvt. Ltd
(LCIL), a respected Chennai-based leather exporting house servicing the renowned American brand, „Hush Puppies‰.
Crew B.O.S. brings to the collaborative venture strong in house design capabilities and quality consciousness associated with
servicing large branded customers. Crew B.O.S. will be providing designing inputs for nearly 50 per cent of this prestigious order
which entails designing closed shoes for men and women.

To cater to such voluminous demand, Crew B.O.S. has decided to ramp up its manufacturing capacities. Crew B.O.S.
has purchased 6 acres of land at Mahindra World City Developers Ltd., SEZ at Chennai where the Company will be setting up
a new plant to produce 10,000 pairs of full shoes per day by mid 2009. The setting of this plant will take the CompanyÊs
manufacturing prowess to a whole new scale and place in a leadership position in the industry as this will be amongst the biggest
plants in India.

Shoe Division North


Our shoe unit at Mansard has a current installed capacity of producing 1800 pairs of full shoes per day. Looking at the
opportunities, Crew B.O.S. is planning to enhance the existing capacity to produce 5,000 pairs of full shoes per day by 2009.
This plant will be focused on servicing existing as well as some new clients producing thereby mid and premium segment shoes.

City of Excellence at Neemrana


The footwear infrastructure in India is fairly evolved but the country still lack some truly „best-in-class‰ component manufacturing
capabilities. To evolve such a facility, Crew B.O.S. has acquired 30 acres of land at Neemrana in the state of Rajasthan. Crew
B.O.S. will be identifying world class sole, hardware, leather, manufacturing companies around the world and bring their
manufacturing technologies through business ventures / associations (with these companies) to India.

This new manufacturing base combined with international grade manufacturing technologies will provide top reputed international
brands yet another compelling reason to approach Crew B.O.S. for a one stop solution for all their leather manufacturing needs.
This unique combination of services will create the „stickiness‰ with the top customers thus easing the entry barriers leading to
the creation of an organization that is strong in manufacturing and equally strong in servicing.

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Retail foray
A revolution is brewing in the Indian retail space and almost every industry major is investing into retail ventures tempted by the
increased disposable income of the spending public in our country. In this space, designing, manufacturing and servicing form the
core essentials and Crew B.O.S with its very talented team is in the perfect place to launch its own „brand‰ of products in the
domestic market. The Company has in place strategic marketing plans to drive this venture and launch two brands from the
Crew B.O.S. banner ÂTEMPESTAÊ and ÂCREW REPUBLICAÊ towards the last quarter of this year. With right retail strategies and
our international grade of designing, manufacturing and quality consciousness, we are confident of meeting customers acceptance
in the domestic market and in years to come will be grow these brands internationally. As Crew B.O.S. stands at critical junction
in this business segment, I am confident with our sharply focused business planning and execution capabilities, the success in the
retail segment will take the Crew B.O.S. banner to great heights.

Crew BOS Academy


One of the important developments during the year, which I would like to touch on, is the setting up of the Crew B.O.S.
Academy in October 2006. This Academy has been formed with the aim to be the source to recruit and build a trained,
efficient and talented pool of committed workers across all our divisions. In order to uplift the skill levels to a global standard,
the Crew B.O.S. Academy has hired highly experienced technical trainers from Romania and Italy. Apart from being technically
sound, these trainers bring with them a work discipline which when imbibed in the new trained workforce will result in greater
operational efficiencies and reduce wastage of material and man-hours.

The Academy will also retrain old workers to improve and update their skills. In the future, the Academy aims to increase its
capacity to train workers in the field of leather products manufacturing and be a one-point source for well trained persons to
the leather industry in India.

Reengineering exercise
While Crew B.O.S. uses world class machinery and production technology, being an inherently labour-intensive industry, the
Company constantly looks at ways and means to improvise production and operational efficiencies to ensure that the vital cost-
efficiency edge is always maintained. As a step in this direction, Crew B.O.S has embarked upon a scientific industrial reengineering
exercise supported by strong HR policies to strengthen our peopleÊs competencies, match the right skills to the right job and
maintain a high-performance ethics.

The industrial engineering cell established in the belt unit assisted the Company in „process stream mapping‰ and setting up of
„production efficiency‰ targets. By customizing an ERP program, we were able to capture real-time data that has helped us provide
meaningful management information for maintaining productivity, quality and cost control. Along with this, through constant
engineering training Crew B.O.S. has been able to effectively reduce changeover time, to be more responsive to customer needs
and identify wasted time by analyzing our current routine.

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We also have been able to transform hard-to-define organizational concepts into a practical management agenda that has helped
us to focus on avoiding the pervasive pitfalls that often limit team performance. Crew B.O.S, through mature continuous
improvement programs has motivated its workforce to support and maintain improvement strategies. By using predictive and
preventive maintenance techniques, Crew B.O.S. has been able to end to crisis maintenance.

We are happy to report that Crew B.O.S. has achieved tremendous success in the reengineering exercise carried out first in the
belt division. As the core management team has successfully gone through the learning curve in our belt unit and workers have
wholeheartedly accepted these initiatives and marked the positive differences, we are confident of undertaking similar reengineering
exercises across all our divisions at a much faster pace in the forthcoming year.

HR initiatives
As the Company climbs the volume and value curve, Crew B.O.S. has in place a highly well-experienced and professional qualified
management team at the helm to ensure it is a smooth and unhindered march. However, expanding this team, attracting and
retaining the right management team and employees are critical. Crew B.O.S. is in the process of formulating and implementing
attractive reward and retention schemes for them such as Employees Stock Option Schemes (ESOPs), performance linked
incentives, loyalty bonuses, etc. which will help Crew B.O.S. to attract and retain the best talent across the industry around the
world.

Commitment to quality
Quality is the backbone of our commitment to customers. And no matter where Crew B.O.S. travels in its future journey and
however, fast we grow, cost-competitiveness and quality will always remain the bedrock of all that we do. To further enhance,
the CompanyÊs quality control process, we have set up a full-fledged 28-member quality control team employing senior personnel
with rich-hands on experience in the leather industry. The CompanyÊs comprehensive commitment to quality in architecting an
agile organization is vindicated by it being awarded the prestigious ISO 9001:2000 certification.

Social Compliances
As the Corporate India marches ahead, it is increasingly been accepted that we as responsible citizens need to participate in
the all round welfare and development of the society. We believe our training school in many ways provides fresh and young
people a base to be trained and explore employment opportunities on a strong footing. Crew B.O.S. also runs a Child Education
Centre to assist children of our employees with their studies after school hours to upgrade their general awareness.
At the same time, Crew B.O.S. is making a conscious effort to empower women by providing them with training and employment
in a safe environment. At Crew B.O.S. we make every effort to make our facilities and working environment safe and these are
equipped with medical rooms to take care of first aid needs in case of emergencies. Keeping employees interests in mind and
the intensity of work, we have also established canteen facilities.

Looking ahead
We see opportunities for tremendous growth in front of us. The Crew B.O.S. team that is in place today is significantly stronger
than at any other time in the past and I am confident together we will take the Company to great heights. With our strategic
business initiatives and strong marketing initiatives in place, at Crew B.O.S. we believe, we are well-positioned for success. We
foresee, 2007-08 to be a year of growth in terms of revenue, profitability and market share. At Crew B.O.S. we are committed
to deliver growth across all our business units in the export market and resolutely positioning ourselves to capitalize on the domestic
retail market. We are committed to continuing to deliver results and increasing shareholders value in the future.

I would like to take this opportunity to commend our management team and every member of Crew B.O.S. for their continued
commitment and dedication. Lastly, I would like to thank our shareholders and most importantly extend a special recognition and
thanks to our prestigious customers for their support. Thank you for your trust.

I remain, yours truly,


Tarun Oberoi
Managing Director

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12
Strategic Business Units

13
Springboard
to
volume driven
business
One of the significant steps that will provide Crew B.O.S. an important experience in gearing its volume-based structure is
the servicing of the renowned American brand „Hush Puppies‰. Hush Puppies is a division of Wolverine Worldwide, an
international brand of contemporary, casual footwear for men, women and children which markets or licenses footwear in
over 100 countries across the globe.

This milestone project has come to Crew B.O.S. due to the Joint Venture entered with Leather Crafts (India) Pvt. Ltd (LCIL).
Crew B.O.S. brings to this collaborative venture strong in house design capabilities and quality consciousness. Crew B.O.S.
would also provide design inputs for nearly 50 per cent of the order which entails designing closed shoes for men and
women. The „Italian‰ finish leather from the finishing unit promises to provide a strong impetus to this project.

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Manufacturing capacities
With all compliance norms under process, the Joint Venture has begun operations on the existing lines since June 2007. To cater
to demand of Hush Puppies, the Joint Venture has decided to ramp up its manufacturing capacities at Mahindra SEZ in Chennai.
This facility is located in the 1300 acres plus Mahindra World City sited on one of the fast developing industrial corridor of
Chennai, Tamil Nadu. This new facility would have 12 lines of production which would collectively have an installed capacity of
manufacturing 10,000 shoes a day. Part production from this new facility is likely to begin by December 2007 and the production
facility is expected to be fully operational by December 2008.

While this order is the first of its kind in the closed footwear variety for Crew B.O.S., the Company is confident that
the Hush Puppies order will be the stepping stone to acquire more volume driven collaborative orders and the
Company is already actively negotiating with other renowned and very reputed international hi-end premium brands.

15
16
Going the
retail way
Crew B.O.S. is a frontrunner in servicing global brands and takes great pride in helping international brands maintain
the aura of the luxury brand they represent. With the right mix of manufacturing capabilities, design aesthetics,
beauty and luxury, the Company believes that the foray of Crew B.O.S. into the retail segment is on a solid
foundation.

Launch its
brands Crew
Republica and
Tempesta

Establish its Establish


own a distribution
chain of stores network

RETAIL
STRATEGY

Shop
in Multi brand
shops shops

Future roadmap
As we embody and align the focal points of our retail strategies and unfurl the captivating Italian finish
„Crew Republica and Tempesta,‰ range of branded products to our esteemed domestic customers, we are
confident of discovering new horizons in the future.

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Crew B.O.S. Academy to
augment human talent
and design capabilities
Crew B.O.S. has established a training academy for designing excellence and to build a valuable resource pool for both itself and to
gear the industry as it forges ahead to be the leather manufacturing destination for the world.

2 3
Build a human resource base
1 Impart training to
the entire work and pool which will provide an
edge to the leather industry
Started with force of the
Footwear and Company
Bag division

Designing edge
From futurism to vintage charm, designers at Crew B.O.S. offer bold, clean and classic styles that fit right in with professional looks,
and elevate weekend wear to pure chic. Innovation and creativity, international exposure and being hands-on with the latest trends
enables designers to design and develop products that customers around the world can connect with.
It is to the CompanyÊs unique distinction that nearly 50 per cent of the products manufactured for its branded customers are designed
in house. To introduce a specialization in skills, the Company is devising product category wise design verticals.
Crew B.O.S. has set up a Centre for designing excellence to develop designing specialization and mould professional
designers to customize their creative ability to the exciting medium of leather. The Company is confident that the training
will take off in a big way in the forth coming year and will over years become the country’s design and resource pool.

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Crew B.O.S. Academy
Low cost labour has given Crew B.O.S. a unique cost advantage and now as the Company marches towards a better tomorrow, the
CompanyÊs academy aims to educate young and fresh workers in various production processes to ensure that speed; agility and quality
are consistently maintained. The school trains young workers, men and women not only production skills but aims at refining their softer
skills right and developing a positive attitude to work.

The training school set up in Manesar has been operational since October 2006.
To bring in an international level of training, Crew B.O.S. has taken on board a training team which includes experienced Romanian
and Italian trainers who have earlier acquired their skills by working for long years with world renowned brands like Prada and Gucci.
Crew B.O.S. through its training school will also be investing in upgrading the skills of older employees.
The Company has successfully trained 350-400 workers during the past four months. The Company also intends to scale its batch
size from the current level and has set an ambitious target of training 2500 new workers in the next three years.
Within the coming 12-14 months, the entire workforce of Crew B.O.S. shall have undergone training through the Academy.

The initiative is set with the long term objective of pioneering a change in the resource pool across the leather industry in
India, so that Crew B.O.S. becomes the industry’s recognized supplier of talent human capital.

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CORPORATE INFORMATION

Board of Directors Mr. Tarun Oberoi Managing Director


Mr. Robin Bartholomew Whole Time Director
Mr. Deepak Manchanda Independent Director
Mr. Gautam Nair Independent Director
Mr. Jitindar Bir Singh Independent Director
Mr. Naveen Ganzu Independent Director

Company Secretary Mr. Sanjeev Kumar Bajaj

Auditors Anil K. Goyal & Associates


Chartered Accountants
204-206, Siddharth Chambers,
Hauz Khas, New Delhi - 110 016

Bankers Citi Bank N.A.


The Karur Vysya Bank Ltd.
UTI Bank Ltd.

Registrar & Share Skyline Financial Services Pvt. Ltd


Transfer Agent 246, 1st Floor, Sant Nagar,
East of Kailash, New Delhi -110 065
Tel.: 011-26292682/83, Fax: 011-26292681

Registered Office 813/C, Jaina Tower-I, District-Centre


Janak Puri, New Delhi - 110058
Tel.: 011-45530149 Fax : 011-45530148

Corporate Office 199, Udyog Vihar, Phase - I,


Gurgaon - 122 016, Haryana (India)
Tel: 0124-4139400 Fax : 0124-4005011
E-mail : communication@crewbos.com
Web : www.crewbos.com

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CREW B.O.S. PRODUCTS LIMITED

Directors'
Report

To, The Gross income from operation increased by 53.10% to


Rs. 2053.85 million. Profit before tax increased by 50.37% to
The Members,
Rs. 234.85 million and Profit after tax at Rs. 221.46 million
Your Directors have pleasure in presenting this Eighteenth registered a growth of 42.71%.
Annual Report and Audited Accounts for the financial year
ended 31st March, 2007. The Company expects to keep up the healthy trend in the
financial year 2007-08 on the basis of diversified product range.
FINANCIAL RESULTS
DIVIDEND
(Rs. In Million)
Year ended Year ended Your Directors in their meeting held on 27th January, 2007
March 31, 2007 March 31, 2006 approved payment of an interim dividend of 7.5% i.e. Rs. 0.75
per share on 1,28,18,200 equity shares of Rs. 10/- each for the
Income from Operation 2053.85 1341.47
financial year 2006-07, considering the financial results of the
Profit before interest and Company for the nine months period ended on 31st December,
depreciation 337.75 234.91 2006. The Company, accordingly, made payment of interim
dividend to the equity shareholders of the Company whose
Less: Interest 70.30 49.14
names appeared on the Register of Members as on the record
Depreciation 32.60 29.59 date on 15th February, 2007.
Profit before taxation 234.85 156.18 Your Directors have recommended a final dividend of 7.5%
(Less) : Provision for taxation (7.77) (5.71) i.e. Rs. 0.75 per equity share on 1,28,18,200 equity share of
Rs. 10/- each for the financial year ended 31st March, 2007.
Add / (Less) :
The total dividend on equity shares for the financial year ended
Deferred tax liability (5.40) 6.27
31st March, 2007, accordingly, totals to 15% as compared to
Add / (Less) : 12.50% declared and paid in the last year.
Tax adjustment for prior years (0.07) 0.32
The final dividend of Rs. 0.75 as recommended by the Board
Add / (Less) : of Directors, if approved at the forthcoming Annual General
Adjustment for prior years (0.15) (1.88) Meeting, will be paid to all those shareholders whose names
Profit after taxation 221.46 155.18 appear in the Register of Members on 10th September, 2007.
In case of shares held in dematerialized form, the dividend
Add Balance in shall be payable on the basis of beneficial ownership as at the
Profit and Loss account 243.74 110.70 end of 8th September, 2007 as per the details furnished by
Balance available for National Securities Depository Ltd. and Central Depository
appropriations : 465.20 265.88 Services (India) Ltd for the purpose, as on date.

Appropriation The said dividend would be tax free in hands of the Members.
The total outgo on account of dividend including dividend tax
Proposed Dividend 9.61 6.41
is Rs.21.92 million (Previous year Rs. 18.27 million) which
Interim Dividend 9.61 9.61 represents 9.90% of the Profit after tax.
Transfer to General Reserve 11.08 3.88 PREFERNTIAL ALLOTMENT OF EQUITY WARRANTS
Dividend tax 1.35 1.35 During the year the Company has issued 12,50,000 warrants
Provision for tax on convertible into Equity Shares of the Company on preferential
proposed Dividend 1.35 0.90 basis at a price of Rs. 178/- per warrant, which will entitle the
holder to subscribe to one Equity Share of the face value of Rs.
Balance carried to
10/-, at a price not being less than Rs. 178/- (including premium
Balance Sheet 432.20 243.73
of Rs. 168/-) per Equity Share of the Company against each
PERFORMANCE REVIEW warrant. The holder of the warrants will have an option to
apply for and be allotted one Equity Share of the Company per
Your company is engaged in fashion accessories products,
warrant at any time after the date of allotment but on or before
footwear and finished leather business. The Company is
the expiry of 18 months from the date of allotment, in one or
growing on consistent basis and year 2006-07 is not an
exception to the same. more tranches. The warrants were issued to the promoters and
other private business investors for the working capital

21
requirements of the Company. As on date no holder of warrants (d) Annual accounts have been prepared on a going concern
has exercised the option. basis

The proceeds of the warrant of Rs. 298.50 Lakhs have been AUDITORS & AUDITOR'S OBSERVATION
utilized in the working capital requirements of the Company.
The Statutory Auditors of the Company, M/s Anil K. Goyal &
DIRECTORS Associates, Chartered Accountants holds office until the
conclusion of this Annual General Meeting and being eligible
Mr. Naveen Ganzu, Independent Director, retires by rotation
offer themselves for re-appointment. They have furnished a
and being eligible offers himself for re-appointment.
certificate that their appointment, if made, shall be within the
Mr. Gautam Nair was appointed as an Additional Director of statutory limits as specified in Section 224(1B) of the Companies
the Company w.e.f. 15th December, 2006 to hold office till Act, 1956.
the date of this Annual General Meeting. He is the Non-
The observation of the Auditors in the Auditors' Report is
Executive and Independent Director of the Company.
explained, wherever necessary, in the appropriate notes to the
The notices together with money deposit have been received accounts.
under Section 257 of the Companies Act, 1956, from the
CORPORATE GOVERNANCE
members proposing the candidature of Mr. Gautam Nair as a
Director of the Company. Requisite approval of Shareholders As required by Clause - 49 of the Listing Agreement, a Report
for his appointment is being sought at the ensuing Annual on Corporate Governance along with Certificate on Corporate
General Meeting. Governance confirming compliances with the conditions of
Corporate Governance obtained from the Statutory Auditors
Brief profile of the Directors who are appointed / reappointed
of the Company is annexed to this Report. (Annexure-3)
is given in the Corporate Governance Report given as Annexure
3 to this Report. MANAGEMENT DISCUSSION & ANALYSIS

During the period under review, Mr. Naveen Anand resigned The Report as required by Clause-49 of the Listing Agreement
from the Directorship of the Company w.e.f 25th October, 2006 is annexed herewith. (Annexure-4)
and Mr. Puneet Nikore resigned from the Directorship of the
LISTING AT STOCK EXCHANGE
Company w.e.f. 15th December, 2006 due to their other higher
commitments. Your Directors would like to place on record The Equity Shares of the Company continues to be listed on
their warm appreciation of the valuable contributions made Bombay Stock Exchange Limited and The National Stock
by them during their tenure as the Directors of the Company. Exchange of India Ltd. Global Depository Receipts are listed
on the Stock Exchange at Luxembourg. The Annual Listing Fees
DIRECTORS' RESPONSIBILITY STATEMENT
for the year 2006-07 have been paid to the Stock Exchanges.
Pursuant to Section 217(2AA) of the Companies Act, 1956, the
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION
Directors to the best of their knowledge and belief confirm
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
that:
UNDER SECTION 217(1)(e)OF THE COMPANIES ACT,
(a) In the preparation of the annual accounts for the year 1956, READ WITH THE COMPANIES (DISCLOSURE OF
ended 31st March, 2007, the applicable accounting PARTICULARS IN THE REPORT OF BOARD OF
standards have been followed along with proper DIRECTORS) RULES, 1988
explanation;
i) Conservation of Energy
(b) Prudent accounting policies have been selected and have
The manufacturing operations of the Company are not
made judgments and estimates that are reasonable and
energy intensive and do not consume high level of power,
prudent so as to give true and fair view of the state of
however the Company has undertaken appropriate steps
affairs of the Company as at 31st March, 2007 and of the
to conserve the energy.
Profit of the Company for the financial year ended 31st
March, 2007. ii) Technology absorption

(c) Proper and sufficient care has been taken for the Your Company has set up a Finishing Unit at Manesar to
maintenance of adequate accounting records in convert semi-finished leather into finished leather with
accordance with the provisions of the Companies Act, the help of Italian Technology and absorbed technology
1956, for safeguarding the assets of the company and for to keep the manufacturing process more automated
preventing and detecting fraud and other irregularities; resulting in shorter lead time and better quality of products.

22 CREW B.O.S. PRODUCTS LIMITED


CREW B.O.S. PRODUCTS LIMITED

Your Company regularly reviews and tries to upgrade itself As per Italian laws, audit of companies, incorporated in Italy,
to the pertinent development as they occur. is mandatory if the Company is listed on the Italian Stock
Exchange. Therefore, the Auditors' Report of La Tatva S.r.l. is
iii) Foreign Exchange Earnings and Outgo
not appended.
The Company's products continue to be well accepted in
As required under the provisions of Section 212 of the
the overseas market due to its unique quality and diversified
Companies Act, 1956, the Audited accounts together with
range. The Company is further pursuing its initiatives
Directors' Report and Auditors' Report of the Subsidiary
vigorously to further increase its presence in the overseas
Company is appended and forms part of the Annual Report.
market through tapping new customers and new markets.
The statement pursuant to section 212 of the Companies Act,
The information on Foreign Exchange earnings and outgo 1956 is attached as Annexure-1 to this Report.
are contained in note no. 25 in the notes to the accounts.
PUBLIC DEPOSIT
SUBSIDIARY COMPANIES
The company has neither invited/nor accepted any deposits
Crew Home Products Limited. during the year within the meaning of Section 58A of the
Crew Home Products Limited, wholly owned subsidiary of Companies Act, 1956, read with Companies (Acceptance of
Crew B.O.S. Products Limited is engaged in manufacture and Deposit) Rules, 1975.
export of home furnishing and small leather goods and the CONSOLIDATED RESULTS
Company has achieved a turnover of Rs. 1.35 million and the
As required by Clause-32 of the Listing Agreement Consolidated
profit after tax is Rs. 0.08 million.
Results and Cash Flow Statement are appended.
Crew B.O.S. Far East Limited
PARTICULARS OF EMPLOYEES
The wholly owned subsidiary incorporated in Hong-Kong is
As required by the provisions of Section 217(2A) of the
engaged in trading of watch strap business.
Companies Act, 1956, read with Companies (Particulars of
The Company achieved a turnover of Rs. 22.76 million and Employees) Rules, 1975 as amended, the name and other
the profit after tax is Rs. 0.14 million in the year ended on 31st particular of the employee is set out in the Annexure-2
December, 2006. appended to the Directors' Report.
Crew MAG Exports Limited ACKNOWLEDGEMENTS
Crew B.O.S. Products Limited has entered into Memorandum Your Directors place on record their sincere gratitude to the
of Understanding with Leather Crafts India (Private) Limited to continuing patronage of our valued customers, bankers and
manufacture and export all kinds of footwear and footwear financial institutions, business associates, shareholders,
components. The name of the Joint venture Company is Crew suppliers and other statutory authorities who have extended
MAG Exports Limited which was incorporated on 17th their valuable sustained support and encouragement to your
November, 2006. Crew B.O.S. Products Limited holds 51% company. Your Directors look forward to your continued
equity in the Joint Venture Company. The financial statements support and understanding in the years to come.
of this Joint Venture Company forms the integral part of this
Your Directors also place on record, their sincere appreciation
Annual Report.
to the dedication and commitment of its employees for the
The Company has not started commercial production during growth of the Company. This has understandably, been
the year ended on 31st March, 2007. significant for the Company's success.
La Tatva S.r.l. (Italy)

The wholly owned subsidiary could not commence commercial For and on behalf of the Board
operations due to increased cost of production in Italy on
account of precarious labour market, high labour cost,
strengthening of EURO against Dollar and high export duties (Tarun Oberoi) (Robin Bartholomew)
making the export from Italy too expensive. Due to the afore Managing Director Director
stated reasons, the Subsidiary Company is under the process Place : Gurgaon
of liquidation. Date : 9th June, 2007

23
Statement Pursuant to Section 212 of the Companies Act, 1956
relating to Subsidiary Companies
ANNEXURE - 1
1. Name of the Subsidiary Crew Home Latatva Srl* Crew B.O.S. Crew MAG
Products Limited Far East Limited** Exports Limited ^
2. Financial year of the subsidiary ended on 31-3-2007 31-12-2006 31-12-2006 31-3-2007
3. Holding Company's interest 50000 Equity shares 10000 EURO 1000 Ordinary shares 25500 Equity shares
Number of shares of Rs. 10/- each of USD 1.00 each of Rs. 10/- each
Extent of Holding 100% 100% 100% 51%
4. The net aggregate amount of the
subsidiary's profit less losses so far as
it concerns members of Holding
Company and is not dealt with in the
Holding Company's accounts.
(i) at the end of the financial year of RS. 85886.00 EURO ## HK $ 24721 # NIL
the subsidiary (5605)
(ii) for the previous financial years of RS. 206861.00 EURO ## HK $ 12723 # NIL
the subsidiary since it became the (9531)
Holding Company's subsidiary
5. The Net aggregate amounts of the Profit
less losses of the subsidiary dealt with in
the Company's accounts
(i) for the financial year NIL NIL NIL NIL
of the subsidiary.
(ii) for the previous financial year of the NIL NIL NIL NIL
subsidiary since it become the
Holding Company.
6. No material changes have occurred between the end of the financial year or of the last financial years of the Subsidiary and the end of the
Holding Company's financial year, in respect of the subsidiary 's :-
i) Fixed Assets
ii) Investment
iii) Moneys lent by it.
iv) Moneys borrowed by it for any purpose other than that of meeting current liabilities
There has been no change in the Holding Company's Interest in the Subsidiary Company (s) between the end of the financial years of the
Subsidiary and end of the Holding's Company financial year.
Note * Incorporated in Italy and is in the liquidation mode.
** Incorporated in Hong Kong
# 1 HK $ is equal to Rs. 5.68
## 1 EURO is equal to Rs. 58.12
^ Crew MAG Exports Limited has not started any commercial operation till 31st March, 2007 being the initial period of operations.
For and on behalf of the Board
Date : 9th June, 2007 (Tarun Oberoi) (Robin Bartholomew)
Place : Gurgaon Managing Director Director
(K.V. Ganesh) (Sanjeev Kr. Bajaj)
Chief Financial Officer Company Secretary

ANNEXURE-2
Statement of particulars of employees pursuant to the provisions of Section 217(2A) of the Companies Act, 1956
read with the with Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors’ report
for the year ended March 31, 2007.
Part – A : Employed for the part of the financial year under review and was in receipt of remuneration in aggregate of not
less than Rs. 2,00,000/- per month.
S. Name of Designation Remuneration Nature of Nature of Qualifications Date of The age The last The
No. the Employee of the received employment, duties of and experience commencement of the employment percentage
Employee. (In Rs.) whether the employee of the of employment employee held by of equity
contractual employee (DOB) such employee shares held
or otherwise before joining by the
the Company employee

1 Mr. K.V. Chief 8,72,027/- Regular Head of B.Com (H), 7.12.2006 44(03.09.62) Corpus NIL
Ganesh Financial Appointment the sector ACA, ACS, Software
Officer (Payroll) /division DTM (ICA) Private Limited
Note : The aforesaid employee is not related to any Director of the Company.

24 CREW B.O.S. PRODUCTS LIMITED


CREW B.O.S. PRODUCTS LIMITED

Corporate ANNEXURE - 3

Governance

1. COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE


Corporate Governance is continuous process that needs to be comprehensive to attain the highest standards of corporate
values and ethics. The Company constantly strives for corporate excellence to ensure high level of transparency, fairness
and accountability in its functioning and conduct of business with due emphasis on regulatory compliances so as to generate
sustainable economic value for all its stakeholders. The Board of Directors seeks to discharge its operational, strategic and
fiduciary responsibilities in all fairness to ensure good management practices.
The Company duly recognizes the importance of the Code and is strongly committed to good Corporate Governance
practices. The Company endeavors to maximize the value in terms of maximization of wealth, returns and growth of its
stakeholders, customers, shareholders, employees, government, and lenders including the society of which the Company is
a part and believes in information to all stakeholders on the performance of the Company.
Your Company is complying with the norms of corporate governance, as defined by Clause 49 of the Listing Agreement of
Stock Exchanges and a report on the same is as under:
2. BOARD OF DIRECTORS
a) Composition
The Board of Directors, comprises of Six (6) Directors, out of which Four (4) are Non-Executive Independent Directors.
All statutory and material information is made available to the Board of Directors to ensure adequate disclosures and
transparent decision making.
None of the Directors is a member of more than ten (10) Committees, or acts as Chairman of more than five (5) Committees,
across all companies in which they are Directors.
b) Board Meetings
During the year ended 31st March, 2007, the Board met 7 times on 3rd June, 2006, 23rd June 2006, 28th July 2006,
16th September 2006, 26th October, 2006, 15th December, 2006 and 27th January, 2007.
The composition of Board of Directors, Attendance of Directors at the Board Meeting and Last Annual General Meeting,
Directorship in other Public Limited Companies and Membership in Committees as on 31st March, 2007 are as follows:
Name of Directors Category of No. of Attendance No. of No. of
Directorship / Board at Last Directorship Committee
Promoters/ Meetings AGM held held in other Memberships
Independent Attended on 28th Companies* held in other
Director July, 2006 Companies^

Mr. Tarun Oberoi Promoter / Executive Director 6 Yes 2 NIL


Mr. Robin Bartholomew Promoter / Executive Director 7 Yes 2 NIL
Mr. Puneet Nikore # Executive Director 5 Yes NIL NIL
Mr. Naveen Anand ## Non Executive Independent
Director 2 Yes NIL NIL
Mr. Deepak Manchanda Non Executive Independent
Director 6 Yes NIL NIL
Mr. Naveen Ganzu Non Executive Independent
Director 3 Yes 2 NIL
Mr. Jitindar Bir Singh Non Executive Independent
Director 4 Yes NIL NIL
Mr. Gautam Nair@ Non Executive Independent
Director 1 No 2 NIL
* Excluding private, foreign and companies registered under section 25 of the Companies Act, 1956
## Resigned from the directorship of the Company w.e.f. 25th October, 2006.
# Resigned from the directorship of the Company w.e.f. 15th December, 2006.
@ Appointed as an Independent Director of the Company w.e.f. 15th December, 2006.
^ Committees here means the Audit and Shareholders'/Investors' Grievance Committee.

25
c) Brief resume of Directors seeking re-appointment / appointment
In accordance with the provisions of the Companies Act, 1956, one third of its rotational Directors retire every year and
if, eligible offers themselves for re-election at every Annual General Meeting of the Company. Consequently, Mr.
Naveen Ganzu would retire this year and being eligible, offers himself for re-appointment.
In accordance with the provisions of the Companies Act, 1956, Additional Director of the Company appointed by the
Board during the year can hold office only up to the date of Annual General Meeting of the Company. Consequently,
Mr. Gautam Nair would be appointed as Director, liable to retire by rotation in the ensuing Annual General Meeting of
the Company.
(i) Mr. Naveen Ganzu : Mr. Naveen Ganzu, aged 45 years, holds Post-Graduate qualification in management from IMI,
India and the University of St. Gallen (HSG), Switzerland. He is the President of Warman International (India); part of
the Scotland based global engineering firm, The Weir Group PLC. He has held various managerial positions and having
expertise in manufacturing and Assembly operation, Automative/Engineering Industry, Greenfield Operations Start-up,
Joint Venture and Diversification, Marketing and Communication, Project Management and Product Launch, People
Development and Business Process Reengineering.
Mr. Naveen Ganzu does not hold any shares in the Company.
(ii) Mr. Gautam Nair : Mr. Gautam Nair, aged 50, is a Graduate in Economics (Hons) from St. Stephens College, University
of Delhi and an MBA from the Indian Institute of Management, Ahmedabad (1976-78). He set up Matrix Clothing Pvt.
Ltd. in 1980 and has been in the apparel manufacturing and export business since then. He is Managing Director of
Matrix clothing which manufactures both woven and knitted garments and supplies to some of the top brands in USA
and Europe including Calvin Klein, Reebok, Greg Norman Collection, Timberland, Old Navy, Next and Esprit. His field
of specialization includes Business Development, Client Servicing, Supply Chain Management and Finance.
Mr. Gautam Nair does not hold any shares in the Company.
Details of directorship and membership of Committees of Board apart from Crew B.O.S. Products Limited.
Name of the Director Directorship Committee Membership Committee Chairmanship
Mr. Naveen Ganzu 1. Weir Engineering Services NIL NIL
(India) Limited
2. Beacon Weir Limited
Mr. Gautam Nair 1. Tex Corp Limited NIL NIL
2. Matrix Zippers Limited

3. AUDIT COMMITTEE
(a) Terms of reference
The terms of reference of the Audit Committee are in line with those specified under Section 292A of the Companies
Act, 1956 and under revised Clause 49 of the Listing Agreement. The Audit Committee provides direction to the audit
function in the Company and monitors/reviews the quality of financial management and internal audit. It also oversees
the financial reporting process for proper disclosure in the financial statements and recommends appointment, re-
appointment and removal of the auditors and about fixing their remuneration. The Committee also reviews the quarterly,
half yearly as well as annual financial statements before the same are submitted to the Board, with particular reference
to matters to be included in Directors' Responsibility Statement, changes, if any, in the accounting policies and practices,
major accounting entries involving estimates based on exercise of judgment by the management, significant adjustments
made in financial statements, compliance with listing and other legal requirements relating to financial statements,
disclosure of related party transactions, qualifications, if any, in the draft audit report etc. It also oversees the working
of the internal audit report system, including the internal control mechanism of the Company.
b) Composition, meetings and attendance:
The Audit Committee comprises of three (3) members, all being Independent Non-Executive Directors.
Name Category Number of meetings attended
Mr. Deepak Manchanda Independent Non-Executive 5
Mr. Naveen Anand ## Independent Non-Executive 4
Mr. Puneet Nikore # Executive Director 4
Mr. Naveen Ganzu Independent Non-Executive Nil
Mr. Gautam Nair Independent Non-Executive 1
## Resigned from the directorship of the Company w.e.f. 25th October, 2006.
# Resigned from the directorship of the Company w.e.f. 15th December, 2006.

26 CREW B.O.S. PRODUCTS LIMITED


CREW B.O.S. PRODUCTS LIMITED

Mr. Deepak Manchanda is the Chairman of the Audit Committee. Company Secretary acts as the Secretary of the
Committee. All the members of the Audit Committee have accounting and financial management knowledge.
During the financial year 2006-2007, the Committee met five (5) times as per detail given below and a time gap
between two Audit Committee meetings was less than four months:
Date of the Meeting Purpose of the meeting
10th April, 2006 Appointment of the Statutory Auditors and Internal Auditors of the Company.
3rd June, 2006 To review the Audited Financial Results for the Year/Quarter ended on 31st March, 2006.
28th July, 2006 To review the Un-audited Financial Results for the Quarter ended on 30th June, 2006.
25th October, 2006 To review the Un-audited Financial Results for the Quarter/half year ended on 30th September,
2006.
27th January, 2007 To review the Un-audited Financial Results for the Quarter /Nine months ended on 31st
December, 2006.

4. REMUNERATION COMMITTEE.
a Terms of reference
The Remuneration Committee, inter alia, recommends for appointment on the Board, grant of remuneration to the
Managing Director/Whole Time Director(s) etc, evaluation of their performance and also framing any remuneration(s)
policy in relation thereto.
b) Composition, meetings and attendance
The Remuneration Committee comprises of Mr. Deepak Manchanda, Mr. Naveen Ganzu and Mr. Jitindar Bir Singh, all
being Non-Executive Independent Directors. Mr. DeepakManchanda is the Chairman of the Committee.
During the year under review, 1 (One) Committee meeting was held on 15th December, 2006 to discuss and to
recommend increase in the Remuneration package of theExecutive Directors of the Company.
c) Remuneration Policy
The Executive Directors of the Company are paid, as approved by the Board of Directors, onthe recommendation of
the Remuneration Committee. The remuneration is decided considering various factors such as qualification, experience,
expertise, remuneration prevailing in the industry, financial position of the Company etc.
d) Details of Remuneration to Directors
(i) The following payments are being paid to the Executive Directors of the Company for the financial year
2006-2007.
Name Sitting Fees Salary & Perquisites Total
Allowances (Rs.) (Rs.)
(Rs.)
Mr. Tarun Oberoi NIL 3165177/- 977340/- 4142517/-
Mr. Robin Bartholomew NIL 1949150/- 341500/- 2290650/-
Mr. Puneet Nikore# NIL 315350/- 162920/- 478270/-

# Resigned from the directorship of the Company w.e.f. 15th December, 2006.
(ii) The Non Executive Directors do not have any pecuniary relationship or transaction with the Company and are paid
the Sitting Fees (except Mr. Naveen Ganzu) to attend the meetings of the Board of Directors and / or its Committees.
Name Sitting Fees (Rs.)
Mr. Naveen Anand 6600/-
Mr. Deepak Manchanda 14300/-
Mr. Naveen Ganzu –
Mr. Jitindar Bir Singh 6600/-
Mr. Gautam Nair 2200/-
(iii) Non Executive Directors of the Company do not hold any shares in the Company.

27
5. SHAREHOLDERS' / INVESTORS' GRIEVANCE COMMITTEE.
(a) Terms of reference
The Committee supervises the mechanism for redressal of investor grievances and ensures cordial investor relations,
apart from looking into redressal of shareholders' and investors' complaints like transfer of shares, non-receipt of annual
reports, non-receipt of dividend and allied matters.
(b) Composition, meetings and attendance
The Committee comprises of 3 (Three) members, majority being Independent NonExecutive Directors. Mr. Deepak
Manchanda, Independent Director is the Chairman of the Committee. During the financial year 2006-2007, the Committee
met 1 (one) time on 27th January, 2007. The Composition and member's attendance at the Committee meetings is
presented below:
S Name Category Number of meetings attended
No.
1. Mr. Tarun Oberoi Executive 1
2. Mr. Deepak Manchanda Independent Non-Executive 1
3. Mr. Naveen Anand ## Independent Non-Executive Nil
4. Mr. Jitindar Bir Singh Independent Non-Executive 1

## Resigned from the directorship of the Company w.e.f. 25th October, 2006.
During the financial year ended 31st March, 2007, the Company received 22 requests from the shareholders of the
Company for revalidation of dividend warrant and for issue of demand draft in lieu of non credit of dividend amount
through Electronic Clearing System,which were disposed off to the satisfaction of Shareholders. The details of
correspondence of shareholders / SEBI / Stock Exchanges are being provided to the Committee along with MIS.
6. GENERAL BODY MEETINGS
Details of the last 5 (Five) General Meetings of shareholders held during the last three years are as follows:
Year Date and Category Venue Details of Special Resolution passed
Time Resolutions passed through postal ballot
2006-07 08.01.2007 EGM Sri Sathya Sai International Issue of Warrants NIL
11.00 A.M. Centre, Pragati Vihar, Lodhi convertible into equity
Road, New Delhi-110003 shares of the Company
Raising of long term
funds though ADR/GDR/
QIP issue etc.
2006-07 28.07.2006 AGM Air Force Auditorium, Raising of funds NIL
03.00 P.M. Subroto Park, Dhaula Kuan, through issue of
New Delhi-110010 securities in the
International, Domestic
Market
Raising of FII's limit up to
49% of the paid up equity
capital of the Company.
2005-06 28.07.2005 AGM FICCI Auditorium, NIL NIL
03.30 P.M. Federation House,
Tansen Marg,
New Delhi-110001
2005-06 19.04.2005 EGM Air Force Auditorium, Raising of funds NIL
11.00 A.M. Subroto Park, Dhaula Kuan, through issue of
New Delhi-110010 securities in the
International Market
2004-05 27.05.2004 AGM M-16, 1st Floor, NIL NIL
11.00 A.M. Commercial Complex,
Greater Kailash-II,
New Delhi-110048

28 CREW B.O.S. PRODUCTS LIMITED


CREW B.O.S. PRODUCTS LIMITED

7. DISCLOSURES
During the year ended 31st March, 2007, there has been no materially significant transaction entered by the Company with
any party, which is considered to have potential conflict with the interest of the Company at large.
There has not been any non-compliance, and no penalties or strictures imposed on the Company by the Stock Exchanges, SEBI
or any statutory authority, or any matter relating to the capital markets, since 24th September, 2004, i.e. the date of listing.
The Company has not yet put in place a Whistle Blower Policy. However, no employee has been denied access to the Audit
Committee of the Board of Directors of the Company.
The Company has fully complied with the Mandatory Requirements of Clause 49 of the Listing Agreement, as revised /
amended till date.
The Company also partly complies with the Non-Mandatory Requirements of the Listing Agreements such as the Remuneration
Committee of the Independent and Non-executive Directors has been formed to determine on their behalf with agreed
terms of reference, the company's policy on specific remuneration packages for executive directors including any
compensation payment.
DISCLOSURES OF ACCOUNTING TREATMENT
While in the preparation of the Financial Statements, the Accountant Standards, issued by The Institute of Chartered
Accountants of India (ICAI), have been strictly followed and there is no deviation in any respect.
CEO / CFO CERTIFICATION
The Managing Director and the Chief Financial Officer of the Company have given requisite Certificate to the Board of
Directors of the Company in terms of Clause V of Clause 49 of the Listing Agreement.
8. MEANS OF COMMUNICATION
The quarterly un-audited results are published in prominent daily newspapers, viz. Economic Times" and "Business Standard"
in English and in "Navbharat Times", "Hari Bhoomi", "Jansatta" in Hindi and are also posted on the Company's website
www.crewbos.com. The quarterly un-audited results and other pertinent communiqués pursuant to the requirements of
the Listing Agreement are sent by fax as well as by courier, to the Bombay Stock Exchange Limited and National Stock
Exchange of India Limited, where shares of the Company are listed.
The financial results of the Company are also posted on the SEBI's EDIFAR (ElectronicData Information Filing and Retrieval)
System and the same can be viewed on the SEBI'S website www.sebiedifar.nic.in.
9. GENERAL INFORMATION FOR SHAREHOLDERS.
a. 18th Annual General Meeting:
Date and Time : 17th Day of September, 2007 at 10.00.A.M.
Venue : Sri Sathya Sai International Centre, Pragati Vihar, Lodhi Road, New Delhi-110003
b. Financial Calendar 2007-2008: (tentative and subject to change)
S. No. Event On or before
1. Results for the 1st Quarter ended 30th June, 2007 31st July, 2007
2. Results for the 2nd Quarter ended 30th September, 2007 31st October, 2007
3. Results for the 3rd Quarter ended 31st December, 2007 31st January, 2008
4. Audited / Quarterly results for the year / quarter ended on 31st March, 2008 30th June, 2008
c. Book Closure Period: Monday, 10th Day of September, 2007, till Monday, 17th Day of September, 2007, (both days inclusive)
d. Dividend:
(i) Payment date :
Dividend, if declared at the Annual General Meeting, will be paid between 24th day of September, 2007
to 17th Day of October, 2007
(ii) Payment entitlement :
Dividend will be paid to those members whose names would appear:
– For shares in demat form : as beneficial owner as at the end of business hours on 8th day of September,
2007 as per list to be provided by the Depositories of the Company.
– For shares in physical form : as appear in the Register of Members as on 10th day of September, 2007.

29
e. Listing on Stock Exchanges:
The shares of the Company are listed on the Bombay Stock Exchange Limited and National Stock Exchange of India
Limited.
The annual listing fees for the financial year 2006-2007 have been paid to these Stock Exchanges.
f. Stock Code:
1. Bombay Stock Exchange Limited : 532542
2. National Stock Exchange of India Limited : CREWBOS
g. Stock Market Price data:
The monthly high and low quotations of shares traded on the Bombay Stock Exchange Limited and National Stock
Exchange of India Limited, during the period under review are as follows:

Bombay Stock Exchange National Stock Exchange


Month High (Rs.) Low (Rs.) Volumes High (Rs.) Low (Rs.) Volumes
April, 2006 219.00 180.00 977597 217.00 173.60 1236647
May, 2006 256.50 143.00 963823 258.70 141.50 2941303
June, 2006 169.00 76.00 890113 169.95 90.00 982235
July, 2006 168.90 132.55 202840 169.00 121.65 269574
August, 2006 189.50 145.00 603552 189.90 142.60 996978
September, 2006 178.50 152.15 518096 178.00 152.00 901699
October, 2006 194.10 158.00 958394 194.70 159.00 1820464
November, 2006 187.00 154.00 288105 187.50 162.10 758586
December, 2006 268.80 163.50 652995 268.55 165.00 8786934
January, 2007 267.00 229.00 2544972 269.00 227.25 2718882
February, 2007 290.00 183.00 3022501 294.90 183.60 3518833
March, 2007 213.00 163.00 342726 213.00 165.05 10982953

[Source: www.bseindia.com, www.nseindia.com ]

30 CREW B.O.S. PRODUCTS LIMITED


CREW B.O.S. PRODUCTS LIMITED

h. Registrar and Share Transfer Agents:


M/s Skyline Financial Services Private Limited is the Registrar and Share Transfer Agent of the Company in respect of
shares held in physical and de-mat form.
M/s Skyline Financial Services Private Limited
246, 1st Floor, Sant Nagar,
East of Kailash,
New Delhi- 110 065
E-mail: admin@skylinerta.com
i. Share Transfer System:
M/s Skyline Financial Services Private Limited (RTA) process the share transfer / transmission on fortnightly basis and
the share transfers in the physical form are approved by the Share Transfer Committee.
The Company has Share Transfer Committee consisting of 2 (Two) members, viz. Mr. Tarun Oberoi, Managing Director,
Mr. Robin Bartholomew, Director. The Company Secretary acts as Secretary to the Committee. Committee meetings are
convened on the requirement basis to approve the share transfers.
j. Distribution of Shareholding as at 31st March, 2007
No. of Shares No. of Shareholders % of Shareholders Total Shares % of Shareholding
Upto -500 3093 91.15 288200 2.25
501-1000 153 4.48 124018 0.96
1001-2000 56 1.65 83559 0.65
2001-3000 27 0.8 70206 0.55
3001-4000 13 0.39 46706 0.36
4001-5000 8 0.25 37786 0.30
5001-10000 11 0.33 83209 0.65
10001 & above 32 0.95 12084516 94.28
Total 3393 100.00 12818200 100.00
k. Shareholding Pattern as at 31st March, 2007
Category No. of Shares % of Paid up Capital
Promoters Holding 6625261 51.69
Persons acting in concert – –
Mutual Funds 848925 6.62
Banks/Financial Institutions/Insurance Companies 20 0.00
FII's 3810186 29.72
Private Corporate Bodies 329130 2.56
Indian Public 805083 6.28
NRI's 35971 0.29
GDRs 363624 2.84
Total 12818200 100.00

l. De-materialisation of Shares & liquidity


Equity shares of your company are in compulsory de-mat settlement mode and can betraded only in de-mat form.
Except 1953 Equity Shares out of total issued capital of the Company, all the shares of the Company are in de-mat form.
As on 31st March, 2007, 128,162,47 Equity Shares of the Company, forming 99.98% of the Share capital of the Company
stands Dematerialized.
International Securities Identification Number (ISIN) allotted to the Company by NSDLand CDSL is : INE 514G01019
m. Plant locations :
(i) 172, Udyog Vihar, Phase-1, Gurgaon (Haryana)
(ii) 214, Udyog Vihar, Phase-1, Gurgaon (Haryana)
(iii) Plot No. 8 & 9, Sector-7, IMT, Manesar, Gurgaon (Haryana)
(iv) Plot No. 37, Sector-4, IMT, Manesar, Gurgaon (Haryana)
(v) Plot No. 357 Phase-6, Pace City II, Sector 37, Gurgaon (Haryana)
(vi) Plot No. 162, Sector-4, IMT, Manesar, Gurgaon (Haryana)

31
(vii) Plot No. 88, Sector-4, IMT, Manesar, Gurgaon (Haryana)
(viii) Plot No. 153, Sector-4, IMT, Manesar Gurgaon (Haryana)
(ix) 140, Leather Complex, Jalandhar (Punjab)
(x) Plot No. 3, Sector-3, IMT, Manesar Gurgaon (Haryana)
n. Outstanding GDRs/ADRs/Warrants/Options/FCCBs
Out of total GDRs issued by the Company, 363624 GDRs, each representing 1 equity shares of Rs. 10/- each are
outstanding as on 31st March, 2007.
The Committee of directors has issued 12,50,000 warrants, convertible into equity shares of the Company on preferential
basis to promoters and others at a premium of Rs. 168/- per share on the face value of Rs. 10/- each on 22nd January,
2007, pursuant to shareholders'approval granted in the EGM held on 8th January, 2007. As on 31st March, 2007, none
of the holder of warrants has exercised an option.
o. Address for Correspondence
The Company Secretary
199, Udyog Vihar, Phase-1, Gurgaon-122016
Tel: 0124-4139400, Fax: 0124-4005011,
Email : communication@crewbos.com
10. CODE OF CONDUCT:
As per the requirement of the Listing Agreement, Company has formulated Code of Conduct for the Board members and
Senior Management Personnel of the Company so that the Company's business be conducted in an efficient and transparent
manner without having any conflict of personal interests with the interests of the Company. The code of conduct is available
on the website of the Company www.crewbos.com. All Board members and Senior Management Personnel have affirmed
compliance with the Code of Conduct.
Declaration under clause 49 I(D) of the listing agreement regarding adherence to the Code of Conduct
It is hereby declared that the Company has obtained from each individual member of theBoard of Directors and the Senior
Management, a confirmation that none of them has violated the conditions of the said Code of Conduct.
For Crew B.O.S. Products Limited
(Tarun Oberoi)
Managing Director

Auditors' certificate on compliance of conditions of Corporate Governance


To the Members,
Crew B.O.S. Products Limited
We have examined the compliance of conditions of Corporate Governance by Crew B.O.S. Products Ltd. (“the Company”) for the
year ended on March 31, 2007, as stipulated in Clause 49 of the Listing Agreement of the Company with the Stock Exchange(s).
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to
procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate
Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of information and explanation provided to us, we certify that the Company has complied with the
conditions of Corporate Governance as stipulated under abovementioned clause of the Listing Agreement.
We state that no investor’s grievances are pending for a period exceeding one month as per the records placed before the
Shareholders’/Investors’ Grievance Committee.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
For Anil K. Goyal & Associates
Chartered Accountant
(Anil K. Goyal)
Proprietor
FCA. 71221
Date : 9th June, 2007
Place : Gurgaon

32 CREW B.O.S. PRODUCTS LIMITED


CREW B.O.S. PRODUCTS LIMITED

Management ANNEXURE - 4

Discussion & Analysis

The hard work complemented by the down to earth practicality, International globus by setting up its twigs all around. Looking
lateral thinking has started giving definite shape and form to over the constant and continuous development and demands
our vision. The road to excellence from 1989 has crossed an in the domestic market, the Company is focusing the retail
important milestone and taken your company to a new level. markets as well.
Your company has become one of the leaders in its sector and
Our exports are rising fast and will be a key facet in the
is on track to achieve its bigger vision of being the leading
approaching future. With the diversified range of products and
manufacturer and supplier of finished leather, leather
continuously building the strong relations with the customers,
accessories, bags & closed and open footwear in the country.
the Company is in the process of achieving the enormous means
The developed world is faced with continual rising labour costs, of success at the forefront.
slow population growth rates and youngsters not keen to
VISIONS AND INTIMIDATION
continue in family owned leather businesses. Italy is seeing
closure of traditional leather business particularly in the shoe The opportunities far outweigh the threats in this fast growing
making Industry. Your company firmly believes that every industry. The developed world is facing its own intricacy in
challenge in the Western World is an opportunity and has the manufacturing sector and the decline of the shoe making
drawn out a clear plan to capitalise on this great offering. industry in Italy is imminent. China, though a major competitor,
is slowly losing its edge due to the Western World Customers
The company believes that luxury shoe manufacturing will
finding it very hard to do business because of the lack of
have to shift from the Italy to the developing countries. Keeping
adequate protection of Intellectual property rights and language
in mind the inevitable your company is taking all initiative in
issues. The initiatives taken by Council of Leather Exports of
trying to shift the centre of excellence from Italy to India. Its
India to grow this Industry and incentives provided for the
vision to make India the hub for manufacturing luxury brands
leather Industry is helping us to be more competitive. Niche
which would be spearheaded by Crew B.O.S. is going full
manufactures all over the world are looking more towards India
throttle ahead.
than China to produce top end luxury brands due similarity in
The company has taken initiatives in further improving and ideologies.
upgrading their manufacturing and management systems and
Though high volume low value business is still controlled by
staying abreast with modern technology. Your company has
China and Vietnam, your company is intentionally moving out
achieved this growth by judicious management, increased
of this segment and concentrating on high end products which
efficiencies and optimal utilisation of manpower and machines.
provide greater contribution and statistics show that this
SYNOPSIS OF THE INDUSTRY segment is continuously growing in the fast growing luxury
goods. Technology advancement and innovation have always
The fashion design industry has always been extremely
been the key areas of focus for the company to overcome
competitive, but with globalization, ever expanding media
possible threats. Your company keeps abreast with the dynamic
outlets and conforming social pressure, fashion design has
fashion industry by employing a vibrant team of extremely
become even more cut-throat in recent years.
talented designers who keep themselves updated with the latest
Fashion design is largely regarded as extremely glamorous and in fashion, which gives us a clear edge over our competitors.
exciting, and as a result, India has been sole and a chief
RISK AND CONCERNS
exporter for providing ethnic designs and accessories in global
fashion market. Although India continues to be globally Leather being a natural product requires great skill sets for its
acknowledged as a country for its rich textile heritage, the procurement. No two leather hides are identical and leather is
fashion industry still faces infrastructural and business all touch and feel. To get the correct skill set could be a
challenges. Crew B.O.S substantiates its growth and maintains challenge but your company has launched a Crew B.O.S.
its position as a leading manufacturer through its enormous Academy which has a faculty of International and National
abilitities, skills and talents. trainers who impart training to carefully selected students who
are after completing successful training are absorbed by the
The leather industry's exports stood at $3.1 billion in 2006-07
company. Change in fashion trends is an additional
against $ 2.7 billion in 2005-06. Reports suggest that the
indispensable concern associated with the industry.
prospective plans are developed to increase the exports to the
tune of US$ 7 billion by 2010-11 and as per estimates about Foreign Exchange exposure is an integral part of our business
Rs. 7,300 Crores would be required in the form of investments and we along with the assistance of reputed consultants take
in the next five to six years. The USA, UK, Italy, Germany, reasonable measures to mitigate our risks.
France, Spain, Netherlands, Australia, Denmark are the major
HUMAN RESOURCES
markets for Indian Leather goods accounting for a share of
75% in India's total leather goods export. Crew B.O.S. has very cordial Industrial and labour relations.
We continue to believe in the importance of people being a
FUTURE PROSPECTS
key resource for the success of our business. We take all possible
The Company is in an immense way ahead to enlarge its measure to make Crew B.O.S a great place to work. Crew B.O.S
business and commerce by joining hands with the leading Academy is churning out highly skilled and motivated
upmarket fashion houses and entering into the profitable joint employees. The company has recruited 598 persons in the
ventures. The Company is likely to augment the market in previous year with keeping an eye on its future expansions

33
and developments and reaching at level of 2666 employees a) Fashion Bags
inclusive of Contractual employees.
b) Fashion Belts
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY c) Fashion Footwear
Crew B.O.S. has an adequate internal audit and control system. d) Wallets
The system is vetted by the Board of Directors and its Audit e) Gift & Home items and other small goods
Committee, reaches down to all levels of management and
f) Finished Leather
functions, and provide reasonable assurance regarding the
effectiveness and efficiency of operations, reliability of financial The break-up of sales from these product categories has
reporting and compliance with applicable laws and regulation. been reflected below:
The internal audit process is conducted internally and through Year Ended March 31
external auditors. We believe that Crew B.O.S. internal control Particulars 2007 2006 Growth
systems are adequate & effective for the current size and nature (Rs. Million) % (Rs. Million) % %
of its operations and are aligned with global best practices. Fashion Bags 703.8 34.7 472.4 35.7 49.0
FINANCIAL COMPARISON OF FISCAL YEAR 2007 WITH Fashion Belts 494.4 24.4 411.0 31.1 20.3
2006 Fashion
Footwear 364.2 17.9 208.7 15.8 74.5
The Company's Financial Statements have been prepared in
Wallets 128.7 6.3 33.3 2.5 286.5
accordance with the requirements of Indian Generally
Accepted Accounting Principles (GAAP) and the Companies Gift & Home
items and
Act, 1956 in India. The Crew B.O.S. Management accepts
small goods 111.0 5.5 140.8 10.6 (21.2)
responsibility for the integrity and objectives of these financial
statements. Finished Leather 227.9 11.2 56.9 4.3 300.5
Total 2030.0 100.0 1323.1 100 53.4
Fiscal Year 2007 pertains to the year that commenced on April
1, 2006 and ended on March 31, 2007. Fiscal Year 2006 During the fiscal year 2007, fashion bags and belts business
pertains to the Year that commenced on April 1, 2005 and amounted to Rs. 703.8 million and Rs. 494.44 million
ended on March 31, 2006. respectively as compared to Rs. 472.4 million and Rs. 411
million respectively in the fiscal year 2006. There was
More than the physical and tangible strengths, our intellectual increase in volumes from strategic customers and addition
wealth is playing a crucial role in sustaining our growth. The of new customers in the Crew B.O.S. basket of customer.
advantages that have accrued as a result are apparent and for During the year almost 3 % of export sales came from
all to see. addition of new customers.
1. Income from operations The list of top ten customers and their % contribution to export
Total Income from operations for the Fiscal Year 2007 sales are:
aggregated to Rs. 2053.8 million, representing an increase Sr. No. Name of Customer % Contribution
of 53.1% from Rs. 1341.5 million in fiscal year 2006. Table
1 The Gap Inc. 23.08
1 presents a break - up of total income from operations for
fiscal year 2007 and 2006. 2 Fossil Retail Stores. 18.43
3 William Sonoma Inc. 12.23
Year Ended March 31
Particulars 2007 2006 Growth 4 Chicos Retail Services Inc. 8.88
(Rs. Million) % (Rs. Million) % % 5 Debenhams Retail Plc 6.45
Exports 2024.2 98.6 1300.1 96.9 55.7 6 Next Retail Plc 3.78
Domestic 5.8 0.3 23.1 1.7 (74.9) 7 Monsoon Accessories Ltd. 3.72
Duty Drawback 23.8 1.2 18.3 1.4 30.1 8 Esprit Canada Wholesale Ltd. 3.34
Total 2053.8 100.0 1341.5 100.0 53.1
9 Liz Claiborne Canada Inc. 2.33
Table 1: Break-up of total income from operations for fiscal
10 Fat Face Ltd. 2.32
year 2007 and 2006
(i) Export Sales Continued efforts of the Company to de - risk its dependence
on few customers have yielded good results in fiscal year.
Export sales are primarily generated from export of fashion
During the current year Company added new customers
accessories. Export sales for fiscal year 2007 stood at Rs.
to its customer list i.e. Humphreys Acessorise LLC, Dillards
2024.2 million, representing an increase of 55.7% from
Store Services Inc., Carsil venere SPA etc.
Rs. 1300.1 million in fiscal year 2006.
Crew B.O.S. continues to focus on strengthening its
- Sales Breakup
presence in Europe and the rest of the world.
The company's sales generated from export of fashion
accessories and leather can be classified into following
product categories:

34 CREW B.O.S. PRODUCTS LIMITED


CREW B.O.S. PRODUCTS LIMITED

2. Expenditure The company is in the expansion phase and would need


i. Material Manufacturing and Other Manufacturing supplementary funds for enhancement of its existing
Expenses facilities, Finishing unit, and the new project to be
initiated at Neemrana, Rajasthan and also for
The total material manufacturing and other
diversification purposes. The requirement of the funds
manufacturing expenses has reduced to 69.58% of
is proposed to be met by Internal Accruals and fresh
income from operation in the fiscal year 2007 from
borrowings on long term basis.
70.15% of income from operations in fiscal year 2006.
The following factors resulted in improvement in gross viii)Taxation
margins. Current Income tax has been provided on income not
ii) Backward Integration exempted under the tax laws. Approximately 89% of
The backward integration strategy has increased its pay the turnover came from 100% EOU facilities which are
offs, during the fiscal year 2007, leather division exempt under section 10 B of the Income tax Act, 1961.
supplied leather worth Rs. 204.6 million for in-house The FBT for the fiscal year 2007 was Rs. 2.5 million
consumption. There is reduction in import of finished while the same has an impact of Rs. 2.7 million for the
leathers, as the finishing unit has increased its fiscal year 2006.
production and also due to the development/ 3. Earnings before Interest, Depreciation, Taxation and
improvement in the technical processing capabilities Amortization (EBIDTA)
in India.
iii) Contract Manufacturing The Operating Profit for the fiscal year 2007 (EBIDTA) was
Rs. 340.9 million, representing 18.45% of income from
The outsourced processes has helped in developing new
operations as against Rs. 236.9 million, representing
vendors/partners accordingly resulting into cost
18.02% of income from operations for the fiscal year 2006.
efficiency simultaneously our in-house Quality
Assurance Team ensures that there are no compromises 4. Profit after Tax
with regard to the quality of the product.
Profit after tax for the fiscal year 2007 grew to Rs. 221.5
iv) Consolidation of Operations million from Rs. 155.2 million in the fiscal year 2006
During the fiscal year 2007, the Company had representing an increase of 42.72 % over the fiscal year 2006.
consolidated its four separate units of Fashion bags
under one roof in Manesar, Gurgaon and is in the 5. New Developments
process of further consolidating the operations to fetch In Jan' 2007, the company has issued 12,50,000 share
higher efficiency in productivity and lower cost of warrants @ Rs. 178 having face value of Rs. 10 each
production. convertible into equity share capital in the period of 18
v) Investment in Fixed Assets months to arrange Rs. 222.5 millions for the requirement
The Company has invested Rs. 381.9 million in the of the company of which Rs. 29.85 millions are received
Fixed Assets to make its manufacturing processes in the fiscal year 2007.
mechanized there by reduction in the cost of production The Company has entered into a Joint Venture for
leading to better product at cheaper cost.
production of Fashion & leather Footwear with 51% share
vi) Personnel, Administrative & Selling Expenses contribution in Crew MAG Exports Pvt. Ltd. in association
Personnel, Administrative expenses stood at 14.82% with Leather Crafts (India) Pvt. Ltd. the contributor of 49%.
of Income from operations in the fiscal year 2007 as
The Company has also incorporated an entity in Italy by
compare to 14.41% in fiscal year 2006. The increase is
the name of "Iguvium Srl" with the objective to enhance
mainly due to:
the stake of the Company in the Fashion accessories and
a) Increase in Personnel Department's Costs where in frills in the International Markets.
the manpower was increased and required rise were
given to meet the expansion plans. 6. Financial Position
b) Increase in Security & Office Expenses to bring the i) Share Capital
better control in place and to improve the work
environment. The Company increased its Authorized Share Capital to
Rs. 200,000,000/- comprising of 19,000,000 Equity
vii)Interest and Finance Charges
Shares of Rs. 10/- each and 1,000,000 Preference Shares
The interest and finance charges are 3.81% of the of Rs. 10/- Each during the fiscal year 2007 from the
income from operations in the fiscal year 2007 as existing level of Rs. 165,000,000 comprising of
compare to 3.74% of the income from operations in 16,000,000 Equity Shares of Rs. 10/- each and 500,000
the fiscal year 2006. The average interest cost has come Preference Shares of Rs. 10/- each in the fiscal year 2006.
down to 7.24% of average borrowings in fiscal year
2007 from 8.2% of average borrowings in Fiscal year The paid up capital of the company stood at Rs. 128.2
2006. The decrease was due to term loan borrowed million for the fiscal year 2007 i.e. the same as of fiscal
from Citi Bank N.A. for Rs. 24.6 million at rates lower year 2006. The Company has issued 1250,000 share
than the rates enjoyed in the fiscal year 2006. warrants convertible into equity shares of Rs. 10 each

35
at a premium of Rs. 168 of which Rs. 29.85 millions are viii)Cash & Bank Balances
received to meet the requirements in fiscal year 2007.
Cash and Bank Balances stood at Rs. 23.5 million for
ii) Reserves and Surplus the fiscal year 2007 as against Rs. 43.3 million in the
Fiscal year 2006 to improve the operations of the funds.
During the fiscal year 2007, addition to the Reserve &
Surplus is due to surplus available in Profit & Loss ix) Loans and Advances
Account and transfer to General Reserve.
Loan and advances as of March 31, 2007 have
iii) Secured Loans increased to Rs. 189.6 million from Rs. 132.1 million
as at the end of Fiscal year 2006. The increase is mainly
The overall secured loan for the year stood at Rs. 732.3
on account of:
million as compared to Rs. 451.8 million in the previous
year. The changes are due to: a) Expenses incurred for subsidiary, Crew MAG Exports
Limited
a) Increase in the working capital limit because of
significant increase in the export turnover. b) Duty Drawback Receivable on deemed exports
b) Term Loan from HSIDC sanctioned in the fiscal year c) Advances to Wholly owned subsidiary, Crew Home
2007 amounted to Rs. 82.4 million as compared to Products Limited.
Rs. 44.1 million in the fiscal year 2006.
d) Security Deposits
c) Disbursement of Term Loan from Citi Bank NA
e) Advances to staff
sanctioned in the previous year with an outstanding
stood at Rs. 24.6 million at the end of the year. f) Advance income tax
d) Decrease in Hire purchase obligations on account x) Sundry Creditors
of fresh assets financed during the year.
Sundry Creditors include amount payable to vendors
e) Reduction in the Term Loans from Citibank and for supply of goods and services and amount accrued
Karur Vysya Bank Limited on account of repayment/ for operational expenses.
prepayment made during the year.
The average credit period for the fiscal year 2007 stood
iv) Fixed Assets at 58 days as compared to 59 days in the financial year
2006.
The company invested an amount of Rs. 381.9 million
in capital assets in the Fiscal year 2007 as compared to xi) Miscellaneous Expenditure
Rs. 191.6 million in the Fiscal Year 2006. The increase
Miscellaneous Expenditure stood at Rs. 10.1 million in
in fixed assets during fiscal year 2007 was due to
fiscal year 2007, as against Rs. 11.7 million in fiscal
investment in expansion plan and development of ERP
year 2006. The decrease is due to charging off the
system.
proportion which exceeds the expenditure incurred
v) Investments towards the proposed QIP issue and GDR issue
amounting to Rs. 1.83 million.
The investments at the end of the year stood at Rs. 9.3
million representing the amount invested in the Cautionary Statement
subsidiaries.
Statements in the Management Discussion and Analysis report
vi) Inventories and other Sections relating to the Company's Objectives,
projections, outlook, expectations etc. may be forward looking
Inventories stood at Rs. 647.7 million in the Fiscal Year
statements within the meaning of applicable law and
2007 as against Rs. 444.6 million in the Fiscal Year
regulations. Actual results could differ materially from those
2006. The inventories to export turnover has come
expressed or implied. Several factors could make significant
down from 34 percent to 32 percent. The inventory
difference to the Company's operations. These include climatic
days were 115 days in the fiscal year 2007 from 123
conditions, economic conditions, government rules and
days in the Fiscal Year 2006.
regulations, economic developments, natural calamities, etc.
vii)Sundry Debtors over which the Company does not have the direct control.
Sundry Debtors as of March 31, 2007 were Rs. 257.6
million as against Rs. 184.6 million as of March 31,
2006. These debtors are considered good and
realizable. There has been decrease in number of days
outstanding of debtors to 46 days in fiscal year 2007
from 51 days in the fiscal year 2006.

36 CREW B.O.S. PRODUCTS LIMITED


CREW B.O.S. PRODUCTS LIMITED

Auditors'
Report
To the Members, d) In our opinion, the Balance Sheet, Profit and Loss
Account and Cash Flow Statement dealt with by the
Crew B.O.S. Products Limited
Report comply with the accounting standards referred
We have audited the attached Balance Sheet of Crew B.O.S. to in Sub-Section (3C) of Section 211 of the Companies
Products Limited, as at 31st March, 2007 and Profit & Loss Act, 1956.
Account and Cash Flow Statement for the year ended on that
e) On the basis of written representation received from
date annexed thereto. These financial statements are the
the directors and taken on record by the Board of
responsibility of the Company's Management. Our responsibility
Directors, we report that none of the Directors is
is to express an opinion on these financial statements based on
disqualified as on 31st March, 2007 from being
our audit.
appointed as a Director in terms of clause (g)of sub
We conducted our audit in accordance with auditing standards section (1) of section 274 of the Companies Act, 1956.
generally accepted in India. Those standards require that we
(f) In our opinion and to the best of our knowledge and
plan and perform the audit to obtain reasonable assurance about
information and according to the explanations given
whether the financial statements are free of material
to us, the accounts give the information required by
misstatements. An audit also includes assessing the accounting
the Companies Act, 1956, in the manner so required
principles used and significant estimates made by management,
and give a true and fair view :-
as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our (i) In the case of the Balance Sheet, of the state of
opinion. affairs of the Company as at March 31st, 2007.
1. As required by the Companies (Auditors report) Order, (ii) In the case of the Profit & Loss Account of the
2003 issued by the Central Government of India in terms profit for the year ended on that date.
of Section 227(4A) of the Companies Act, 1956, we annex (iii) In the case of the Cash Flow Statement, on the
hereto a statement on the matters specified in paragraph 4 cash flows for the year ended on that date.
& 5 of the said order.
2. Further to our comments in the annexure referred to in
paragraph 1 above :- For Anil K. Goyal & Associates
a) We have obtained all the information and explanations Chartered Accountants
which to the best of our knowledge and belief were
necessary for the purpose of our audit.
b) In our opinion, proper books of account, as required (Anil K. Goyal)
by Law, have been kept by the Company so far as Proprietor
appears from our examination of the books. FCA 71221

c) The Balance Sheet, Profit and Loss Account and Cash


Flow Statement dealt with by this report are in Date : 9th June, 2007
agreement with the books of account. Place : Gurgaon

37
Annexures referred to in para 1 of the Auditors' Report to the Members of Crew
B.O.S. Products Limited Accounts for the year ended March 31st, 2007
1) a) The Company has generally maintained proper respect of a party in pursuance of contracts or
records showing full particulars including arrangements entered into the register maintained under
quantitative details and situation of Fixed Assets. section 301 of the Companies Act, 1956 have been made
at prices which are reasonable having regard to prevailing
b) The management has physically verified the Fixed
market prices at the relevant time for such goods.
Assets at reasonable intervals and no material
discrepancies are reported to have been observed on 6) In our opinion and according to the information and
such verification as compared to book records. explanations given to us, as the Company has not
accepted deposits from the public, paragraph 4(vi) of the
c) In our opinion, and according to the information and
Order is not applicable.
explanations given to us, the company has not
disposed off a substantial part of fixed assets during 7) In our opinion the Company has an internal audit system
the year and therefore paragraph 4(i) (c) of the that is commensurate with the size and nature of its
Companies (Auditor 's Report) Order, 2003 business.
(hereinafter referred to as the Order) is not
8) We are informed that maintenance of cost records has not
applicable.
been prescribed by the Central Government under Section
2) a) The Inventory have been physically verified by the 209(1)(d) of the Companies Act, 1956 in respect of
management during the year. In our opinion the activities of the company and therefore paragraph 4(viii) of
frequency of verification is reasonable. the Order is not applicable.
b) In our opinion, the procedures of physical 9) In our opinion and according to the information and
verification of inventory followed by the explanations given to us, the company is generally regular
Management are reasonable and adequate in in depositing undisputed statutory dues including
relation to the size of the company and the nature of Provident Fund, employees' state insurance, investor
its business. education and protection fund, income tax, sales tax,
wealth tax, service tax, custom duty, excise duty ,cess, and
c) On the basis of our examination of the inventory
other statutory dues, as applicable to its activities, with
records, in our opinion, the company is maintaining
appropriate authorities. There are no arrears of outstanding
proper records of inventory. The discrepancies
statutory dues as at 31st March, 2007 for a period of more
noticed on physical verification of inventory as
than six months from the date they became payable. As
compared to book records were not material.
explained to us, the Company did not have any dues on
3) The Company has granted unsecured loan to its one account of investor education and protection fund. As
subsidiary company amounting to Rs. 221.14 lacs. The explained to us, there are no disputed dues of sales tax,
terms and conditions thereof are not prejudicial to the income tax, customs duty, wealth tax, service tax, excise
interest of the company. The company has not taken any duty and cess that have not been deposited on account of
loans secured or unsecured, to/from companies, firms or any dispute and therefore paragraph 4(ix)(b) of the Order is
other parties covered in the register maintained under not applicable.
section 301 of the Act.
10) The company has neither accumulated losses as at the end
4) In our opinion, and according to information and of the financial year nor it incurred cash losses in the
explanations given to us, there are adequate internal current financial year as well as in the immediately
control procedure commensurate with the size of the preceding financial year.
Company and the nature of its business for the purchase of
11) According to the records of the company examined by us
stores & spare parts, fixed assets , and with regard to sale of
and the information and explanations given to us, the
products and there are no major internal control
Company has not defaulted in repayment of dues to any
weaknesses in regard thereto.
financial institutions or bank.
5) The transactions that need to be entered into a register in
12) In our opinion and according to the information and
pursuance of section 301 of the Companies Act have been
explanations given to us the Company has not granted any
entered. According to the information and explanations
loans or advances on the basis of security by way of pledge
given to us , purchase of goods and sale of services
of shares, debentures and other securities and therefore
aggregating during the year to Rs. 5,00,000/- or more in
paragraph 4(xii)of the Order is not applicable.

38 CREW B.O.S. PRODUCTS LIMITED


CREW B.O.S. PRODUCTS LIMITED

13) In our opinion and according to the information and placement basis to parties and companies covered in the
explanations given to us, the provisions of any special Register maintained under section 301 of the Companies
statute applicable to chit fund and nidhi/mutual benefit Act, 1956 and shares / warrants have been issued at a price
fund/society are not applicable to the company and which is not prejudicial to the interest of the Company.
therefore paragraph 4(xiii) of the Order is not applicable.
19) The company has not issued any debentures during the
14) In our opinion the company has maintained proper year and therefore paragraph 4(xix) of the Order is not
records of transaction of investments in mutual funds. The applicable.
company is not dealing or trading in shares, securities and
20) During the year under review, no money was raised by
debentures.
public issue and as such disclosure of end use of money
15) According to the information and explanations given to us, raised is not applicable.
the company has not given any guarantee for loans taken
21) During the course of our examination of the books and
by others from banks or financial institutions during the
records of the company, carried out in accordance with the
year.
auditing standards generally accepted in India, we have
16) The company has availed term loans from a bank/financial neither come across any instance of fraud on or by the
institutions. According to the information and explanation company, noticed or reported during year nor we have
given and in our opinion these term loans were applied for been informed of such case by the Management.
the purpose for which the loans were obtained except
External Commercial Borrowings of Rs. 819.27 lacs which
as explained, pending utilization is lying in Nostro For Anil K. Goyal & Associates
Account. Chartered Accountants
17) Based on examination of documents and records made
available and on the basis of information and explanations
(Anil K. Goyal)
given to us, the company has not used funds raised on
Proprietor
short term basis for long term investments and vice versa.
FCA 71221
18) In our opinion and based on the information and
explanations given to us, during the year the Company has
Date : 9th June, 2007
made preferential allotment of shares / warrants on private
Place : Gurgaon

39
Balance Sheet
as at March 31, 2007

Schedule Amount (Rs.) Amount (Rs.)


31-Mar-2007 31-Mar-2006

SOURCES OF FUNDS
SHAREHOLDERS FUNDS
Share Capital 1 128,182,000 128,182,000
Equity Warrants Issued and Subscribed 29,850,000 –
(Refer Note No. 9)
Reserves & Surplus 2 774,637,317 575,099,072
LOAN FUNDS :
Secured Loan 3 732,306,613 451,760,463
DEFERRED TAX LIABILITY / (ASSET) 2,706,518 (2,693,482)
TOTAL 1,667,682,448 1,152,348,053
APPLICATION OF FUNDS
Fixed Assets :
Gross Block 4 919,324,934 537,438,805
Less : Depreciation (114,856,258) (79,584,927)
Net Block 804,468,676 457,853,878

INVESTMENTS 5 9,301,250 92,087,460


Current Assets, Loan & Advances
Inventories 6 647,656,013 444,632,351
Sundry Debtors 7 257,546,472 184,579,932
Cash & Bank Balances 8 23,517,985 43,339,602
Loan & Advances 9 189,550,398 132,095,601
1,118,270,868 804,647,486
Less : Current Liabilities & Provisions
Current Liabilities 10 250,011,975 200,898,356
Provisions 11 24,443,065 13,019,977
274,455,040 213,918,333
NET CURRENT ASSETS 843,815,828 590,729,153
Miscellaneous Expenditure 8,929,467 9,926,719
(to the extent not written off or adjusted)
Deferred Revenue Expenditure 1,167,227 1,750,843
TOTAL 1,667,682,448 1,152,348,053
Significant Accounting Policies and 17
Notes forming part of the Accounts
Cash Flow Statement
as per our report of even date attached.

For Anil K. Goyal & Associates For and on behalf of the Board
Chartered Accountants
(Anil K. Goyal) (Tarun Oberoi) (Robin Bartholomew)
Proprietor Managing Director Director
FCA 71221
Date : 9th June, 2007 (K.V. Ganesh) (Sanjeev Kr. Bajaj)
Place : Gurgaon Chief Financial Officer Company Secretary

40 CREW B.O.S. PRODUCTS LIMITED


CREW B.O.S. PRODUCTS LIMITED

Profit and Loss Account


For The Year Ended March 31, 2007

Schedule Amount (Rs.) Amount (Rs.)


31-Mar-2007 31-Mar-2006

INCOME
Income from Operations 12 2,053,849,534 1,341,468,667
Less : Inter-unit Transfer(s) 206,585,240 26,780,454
Net Income from Operations 1,847,264,294 1,314,688,213
Other Income 13 5,919,140 4,591,852
Increase / (Decrease) in Stocks 14 43,790,170 27,324,398
TOTAL 1,896,973,604 1,346,604,463
EXPENDITURE
Material Manufacturing & Others 15 1,285,380,239 922,194,085
Personnel, Administration & Selling 16 273,837,258 189,479,891
Interest & Finance Charges 70,299,875 49,145,598
Depreciation 32,604,716 29,595,502
TOTAL 1,662,122,088 1,190,415,076
Profit Before Taxation 234,851,516 156,189,387
(Less) : Provision for Taxation (7,769,100) (5,712,000)
Add / (Less) : Deferred Tax Liability (5,400,000) 6,269,843
221,682,416 156,747,230
Add / (Less) : Tax Adjustments of Prior Years (70,440) 315,920
Add / (Less) : Adjustments of Prior Years (149,803) (1,879,046)
Profit After Taxation 221,462,173 155,184,104
Balance in Profit and Loss Account 243,738,135 110,703,574
Profit available for Appropriation 465,200,308 265,887,678
APPROPRIATIONS
Proposed Dividend 9,613,650 6,409,100
Interim Dividend 9,613,650 9,613,650
Transfer to General Reserve 11,073,109 3,879,603
Provision for Tax on Proposed Dividend 1,348,315 1,348,314
Tax on Interim Dividend 1,348,314 898,877
Balance Carried to Balance Sheet 432,203,270 243,738,135
465,200,308 265,887,678
E.P.S. [Basic] In Rs. 17.28 12.67
E.P.S. [Diluted] In Rs. 16.96 12.67
Significant Accounting Policies and 17
Notes forming part of the Accounts
Cash Flow Statement
as per our report of even date attached.

For Anil K. Goyal & Associates For and on behalf of the Board
Chartered Accountants
(Anil K. Goyal) (Tarun Oberoi) (Robin Bartholomew)
Proprietor Managing Director Director
FCA 71221
Date : 9th June, 2007 (K.V. Ganesh) (Sanjeev Kr. Bajaj)
Place : Gurgaon Chief Financial Officer Company Secretary

41
Cash Flow Statement
For The Year Ended 31st March, 2007

Amount (Rs.) Amount (Rs.)


31-Mar-2007 31-Mar-2006
A. Cash flow from operating activities:
Net (loss)/profit before tax but after exceptional/extraordinary items 234,851,519 156,189,387
Adjustments for:
Depreciation 32,604,713 29,595,502
Interest Expense 70,299,875 49,145,598
Interest Income (1,356,830) (3,045,650)
Income from Investment - Dividends/Mutual Funds (1,690,009) (1,209,952)
(Profit)/Loss on Fixed Assets sold 458,969 54,130
(Profit/Loss on sale of Investments (2,739,125) (336,251)
Deferred revenue expenditure written off 3,122,768 1,968,140
Unrealised foreign exchange (gain) /loss 1,060,403 –
Operating profit before working capital changes 336,612,283 232,360,904
Adjustments for changes in working capital :
– (INCREASE)/DECREASE in Sundry Debtors (70,510,929) (58,390,098)
– (INCREASE)/DECREASE in Other Receivables (51,558,823) (43,206,159)
– (INCREASE)/DECREASE in Inventories (203,023,662) (169,253,743)
– INCREASE/(DECREASE) in Trade and Other Payables 49,070,528 17,665,979
Cash generated from operations 60,589,396 (20,823,116)
– Taxes (Paid) / Received (Net of TDS) (6,881,861) (5,325,641)
– Prior Period (Expenses)/Income (Net) (220,243) (1,563,127)
Net cash from operating activities 53,487,292 (27,711,884)
B. Cash flow from Investing activities:
Purchase of fixed assets (383,895,903) (192,687,837)
Proceeds from Sale of fixed assets 744,500 247,159
Proceeds from Sale of Investments 93,714,835 336,251
Purchase of Investments (8,189,500) (56,489,224)
Miscellaneous Expenditure (1,541,900) (5,773,144)
Interest Received (Revenue) 2,342,717 1,945,447
Dividend Received 1,690,009 1,209,952
Net cash used in investing activities (295,135,242) (251,211,396)
C. Cash flow from financing activities:
Proceeds from fresh issue of Share Capital (including Share Premium) 29,850,000 218,184,000
Proceeds from long term borrowings 58,012,813 12,628,641
Proceeds from short term borrowings 222,533,337 129,789,768
Interest Paid (70,299,875) (49,145,598)
Dividend Paid (16,022,750) (20,613,650)
Dividend Tax Paid (2,247,191) (2,785,877)
Net cash used in financing activities 221,826,334 288,057,285
Net Increase/(Decrease) in Cash & Cash Equivalents (19,821,617) 9,134,005
Cash and cash equivalents as at 31.03.2006 43,339,602 34,205,597
Cash and Cash Equivalents Acquired on Acquisition – –
Cash and cash equivalents as at 31.03.2007 23,517,985 43,339,602
Cash and cash equivalents comprise
Cash, Cheques & Drafts (in hand) and Remittances in Transit 2,032,210 2,901,728
Balance with Scheduled Banks 21,485,775 40,437,874
23,517,985 43,339,602
Notes :
1. The above Cash flow statement has been prepared under the indirect method setout in AS-3 issued by the Institute of Chartered Accountants
of India.
2. Figures in brackets indicate cash outgo.
3. Previous period figures have been regrouped and recast wherever necessary to conform to the current period classification.

For Anil K. Goyal & Associates For and on behalf of the Board
Chartered Accountants
(Anil K. Goyal) (Tarun Oberoi) (Robin Bartholomew)
Proprietor Managing Director Director
FCA 71221
Date : 9th June, 2007 (K.V. Ganesh) (Sanjeev Kr. Bajaj)
Place : Gurgaon Chief Financial Officer Company Secretary

42 CREW B.O.S. PRODUCTS LIMITED


CREW B.O.S. PRODUCTS LIMITED

Schedules
Forming Part of the Financial Statements
Amount (Rs.) Amount (Rs.)
31-Mar-2007 31-Mar-2006

SCHEDULE : 1
SHARE CAPITAL
AUTHORISED SHARE CAPITAL
19,000,000 Equity Shares of Rs. 10/- each 190,000,000 160,000,000
(Previous year 16,000,000 Equity Shares of Rs 10/- each)
1,000,000 Preference Share of Rs 10/- each 10,000,000 5,000,000
(Previous year 500,000 Preference Shares of Rs 10/- each)
TOTAL 200,000,000 165,000,000
ISSUED, SUBSCRIBED & PAID UP
12,818,200 Equity Shares of 128,182,000 128,182,000
Rs. 10/- each fully paid up.
TOTAL 128,182,000 128,182,000
SCHEDULE : 2
RESERVES & SURPLUS
GENERAL RESERVE
Opening Balance 31,340,838 27,461,235
Transferred from Profit & Loss a/c 11,073,109 3,879,603
42,413,947 31,340,838
SECURITY PREMIUM
Opening Balance 300,020,100 100,018,100
Add : Received on account of issue of GDR/Equity Shares – 200,002,000
300,020,100 300,020,100
Surplus in Profit & Loss Account 432,203,270 243,738,135
TOTAL 774,637,317 575,099,072
SCHEDULE : 3
SECURED LOANS
Packing Credit Limit 490,452,488 274,016,618
Foreign Bills Purchased by Bank 129,522,974 123,425,507
Vehicle / Equipment Loans 5,379,978 10,261,306
Term Loan from Citi Bank NA 24,572,700 –
Term Loan from HSIDC 82,378,473 44,057,032
TOTAL 732,306,613 451,760,463

(Secured by hypothecation of all the inventories, book debts including receivables, lien on other current assets of the Company
and further collaterally secured by a first charge on the fixed assets at Head Office and Factories at Gurgaon (Haryana) and
personal guarantee by Promoter Directors and by Corporate Guarantee of the Associate Companies and Demand Promissory Note
signed by Promoter Directors on behalf of the Company.)

43
44
SCHEDULE : 4
FIXED/INTANGIBLE ASSETS Amount (Rs.)

PARTICULARS GROSS BLOCK DEPRECIATION / AMORTISATION NET BLOCK

ADDITIONS DELETIONS/ FOR ON DELETIONS/


FIXED ASSETS AS ON DURING SALES AS ON AS ON THE SALES/ AS ON AS ON AS ON
01/04/2006 THE YEAR ADJUSTMENT 31/03/2007 01/04/06 YEAR ADJUSTMENT 31/03/2007 31/03/2007 31/03/2006

FACTORY LAND 35,696,637 – – 35,696,637 – – – – 35,696,637 35,696,637

FACTORY BUILDING 157,512,086 21,064,334 – 178,576,420 15,417,606 10,527,900 – 25,945,506 152,630,914 142,094,480

COMPUTER 14,782,387 9,976,232 – 24,758,619 8,492,506 3,481,424 – 11,973,930 12,784,689 6,289,881

CREW B.O.S. PRODUCTS LIMITED


ELECTRICAL FITTINGS 13,459,349 2,010,838 – 15,470,187 4,470,323 1,196,899 – 5,667,222 9,802,965 8,989,026

FURNITURE & FIXTURES 17,914,714 6,729,175 – 24,643,889 7,514,888 2,846,297 – 10,361,185 14,282,704 10,399,826

PLANT & MACHINERIES 135,314,619 16,480,424 10,393 151,784,650 27,380,773 11,075,280 354 38,455,699 113,328,951 107,933,846

VEHICLES 17,314,352 4,017,231 1,999,381 19,332,202 7,662,000 2,839,620 805,951 9,695,669 9,636,533 9,652,352

OFFICE EQUIPMENTS 16,395,232 4,274,820 – 20,670,052 4,451,099 1,937,885 – 6,388,984 14,281,068 11,944,133

TOTAL 408,389,376 64,553,054 2,009,774 470,932,656 75,389,195 33,905,305 806,305 108,488,195 362,444,461 333,000,181

INTANGIBLE ASSETS

COMPUTER SOFTWARE 4,369,297 5,757,730 – 10,127,027 2,898,781 875,380 – 3,774,161 6,352,866 1,470,516

TECHNICAL RECIPES &


FORMULAE 12,969,505 – – 12,969,505 1,296,951 1,296,951 – 2,593,902 10,375,603 11,672,554

TOTAL 17,338,802 5,757,730 – 23,096,532 4,195,732 2,172,331 – 6,368,063 16,728,469 13,143,070

CAPITAL ADVANCES & WIP

CAPITAL ADVANCES & WIP 111,710,627 335,302,742 21,717,623 425,295,746 – – – – 425,295,746 111,710,627

TOTAL 111,710,627 335,302,742 21,717,623 425,295,746 – – – – 425,295,746 111,710,627

GRAND TOTAL(Rs.) 537,438,805 405,613,526 23,727,397 919,324,934 79,584,927 36,077,636 806,305 114,856,258 804,468,676 457,853,878

PREVIOUS YEAR 345,820,167 343,321,648 151,703,010 537,438,805 50,757,335 29,595,502 767,910 79,584,927 457,853,878 295,062,832
CREW B.O.S. PRODUCTS LIMITED

Schedules
Forming Part of the Financial Statements

Amount (Rs.) Amount (Rs.)


31-Mar-2007 31-Mar-2006

SCHEDULE : 5
INVESTMENTS
Unquoted-Long Term (Non-Trade)
Investment in subsidiary Company
i) 10,000 Shares of Euro one each 568,500 568,500
La Tatva s.r.l., Italy
ii) 50,000 Equity Shares of Rs 10.00 each in 500,000 500,000
Crew Home Products Ltd.
iii) 1,000 Equity Shares of USD 1.00 each in 43,250 43,250
Crew B O S Far East Ltd., Hong Kong
iv) a) 25,500 Equity Shares @ Rs 10/- each in 255,000 –
Crew MAG Exports Ltd.
b) Share application money towards –
750,000 Equity Share of Rs 10/- each in 7,500,000
Crew MAG Exports Ltd.
v) 7,900 Equity Shares of Euro 1/- each in 434,500 –
IGUVIUM Srl, Italy
Quoted-Current (Non-Trade)
Mutual Funds – 90,975,710
TOTAL 9,301,250 92,087,460
SCHEDULE : 6
INVENTORIES
(As certified by the Management)
Raw Material : Imported 119,276,819 35,558,736
: Indigenous 379,198,023 303,685,672
Semi Finished Goods 141,001,499 86,736,701
Finished Goods 22,100 26,100
Goods-in-Transit : Raw Material 3,058 –
: Finished Goods 8,154,514 18,625,142
TOTAL 647,656,013 444,632,351
SCHEDULE : 7
SUNDRY DEBTORS
(Unsecured, Considered Good)
Debts Outstanding for a period exceeding six months 11,780,005 8,326,328
*Others Debts 245,766,467 176,253,604
TOTAL 257,546,472 184,579,932
* Note : Includes Rs 2,267,519/- (Previous year Rs. 2,863,434/-)
due from subsdiary - Crew BOS Far East Limited.
SCHEDULE : 8
CASH & BANK BALANCES
Cash in Hand 2,032,210 2,901,728
Bank Balance with Scheduled Banks 3,589,190 18,699,846
In Margin Money accounts 12,317,085 9,945,894
Bank Deposits 5,579,500 11,792,134
TOTAL 23,517,985 43,339,602

45
Schedules
Forming Part of the Financial Statements
Amount (Rs.) Amount (Rs.)
31-Mar-2007 31-Mar-2006

SCHEDULE : 9
LOANS & ADVANCES
(Unsecured, Considered good)
Advances recoverable in cash or in kind
or for value to be received 3,362,557 5,123,069
Advance to W.O.S., La Tatva s.r.l., Italy 680,216 680,216
Advance to W.O.S., Crew BOS Far East Limited, Hong Kong 1,276,593 438,330
Advance to W.O.S., Crew Home Products Limited 23,964,620 21,892,283
Advance to Crew MAG Exports Limited 22,113,622 –
Advance to Staff 9,246,934 6,252,426
Security Deposit 16,197,558 12,796,458
Advance Income Tax and TDS 13,145,523 6,263,662
Duty Drawback Receivable 36,332,816 20,642,951
Interest/Dividend/Other Receivable 126,225 1,112,112
Refundable VAT 6,224,951 3,286,455
Refundable Sales Tax 24,915,145 15,360,788
Cenvat Recoverable 15,880,512 6,773,326
Advances to Suppliers / Capital Advance 14,695,835 30,666,976
Prepaid Expenses 1,387,291 806,549
TOTAL 189,550,398 132,095,601
SCHEDULE : 10
CURRENT LIABILITIES
Credit Balance in Bank Current Accounts 53,553,259 33,263,562
Sundry Creditors 171,093,744 151,019,306
Other Liabilities 25,329,096 16,597,117
Unpaid Dividend 35,876 18,371
TOTAL 250,011,975 200,898,356
SCHEDULE : 11
PROVISIONS
Provision for Income Tax 13,481,100 5,712,000
Provision for Proposed Dividend 9,613,650 6,409,100
Provision for Tax on Proposed Dividend 1,348,315 898,877
TOTAL 24,443,065 13,019,977
SCHEDULE : 12
INCOME FROM OPERATIONS
Export Sales (FOB) 2,024,238,844 1,300,108,261
Domestic Sales 4,619,391 23,079,451
Job Work (Inter-Unit) 1,235,511 –
Duty Drawback 23,755,788 18,280,955
TOTAL 2,053,849,534 1,341,468,667
SCHEDULE : 13
OTHER INCOME
Interest 1,356,830 3,045,650
Dividend Income 1,690,009 1,209,951
Income on Redumption of Mutual Funds 2,739,125 336,251
Sale of DEPB License 133,176 –
TOTAL 5,919,140 4,591,852

46 CREW B.O.S. PRODUCTS LIMITED


CREW B.O.S. PRODUCTS LIMITED

Schedules
Forming Part of the Financial Statements
Amount (Rs.) Amount (Rs.)
31-Mar-2007 31-Mar-2006

SCHEDULE : 14
INCREASE/DECREASE(-) IN STOCKS
Closing Stock
Finished Goods 22,100 26,100
Semi Finished Goods 141,001,499 86,736,701
Goods-in-Transit : Finished Goods 8,154,514 18,625,142
149,178,113 105,387,943
Less : Opening Stock
Finished Goods 26,100 26,100
Semi Finished Goods 86,736,701 74,058,306
Goods-in-Transit : Finished Goods 18,625,142 3,979,139
105,387,943 78,063,545
TOTAL 43,790,170 27,324,398
SCHEDULE : 15
MATERIAL, MANUFACTURING & OTHERS
Raw Material Consumed : Indigenous 831,703,672 508,409,831
: Imported 137,358,763 83,973,324
Consumables Stores : Indigenous 71,875,519 50,474,617
: Imported 9,522,356 10,960,583
Electricity, Water & Fuel Charges 26,743,026 18,222,389
Fabrication and Processing 144,696,001 205,099,541
Repair and Maintenance 8,549,730 12,162,147
Freight, Cartage and Clearing 43,439,721 21,795,074
Discount and Rebate 11,491,451 11,096,579
TOTAL 1,285,380,239 922,194,085
SCHEDULE : 16
PERSONNEL, ADMINISTRATION & SELLING EXPENSES
Wages, Salary & Bonus 97,987,447 61,003,904
Contribution to Provident Fund 4,656,973 2,030,036
Contribution to E.S.I. Fund 2,195,311 688,382
Staff Welfare Expenses 12,562,338 7,615,455
Freight Outward and Packaging 34,863,900 24,941,159
Directors Remuneration 6,941,137 5,115,414
Travelling and Conveyance 22,257,889 15,617,831
Printing and Stationery 4,744,071 3,574,033
Communication & Courier 17,684,028 13,026,960
Consultancy & Professional 3,661,178 5,163,125
Books & Periodicals 139,824 101,322
Sales Promotion 4,112,545 7,354,248
Security & Office Expenses 14,185,927 3,642,731
Vehicle Running & Maintenance 4,308,764 3,813,866
Insurance Charges 5,004,170 4,557,751
Payments to Auditors 672,604 484,840
Fees & Subscriptions 2,265,099 2,217,161
Testing Expenses 5,890,610 5,228,971
Miscellenous Expenses 3,367,817 2,957,001
Loss on Sale of Fixed Assets 458,969 54,130
Rent 22,753,889 18,323,431
Deferred Revenue Expenditure Written Off 3,122,768 1,968,140
TOTAL 273,837,258 189,479,891

47
Schedules
Forming Part of the Financial Statements
SCHEDULE : 17
SIGNIFICANT ACCOUNTING POLICIES AND NOTES
A. SIGNIFICANT ACCOUNTING POLICIES
1. Basis of Accounting
The Financial Statement are prepared on accrual basis under the historical cost convention in accordance with applicable
Accounting Standards issued by The Institute of Chartered Accountants of India and relevant presentational requirements
of the Companies Act, 1956.
2. Revenue Recognition
Sales are recognized upon the transfer of significant risks and rewards of ownership to the customers. Cost of samples
developed and supplied is recognized on accrual basis net of recoveries.
3. Fixed Assets
Fixed Assets are stated at actual cost of acquisition inclusive of taxes, duties, freight and other incidental expenses
including interest related to acquisition, net of Grants.
Intangible assets are recognized at cost which comprises of purchases price (including taxes and duties, if any) and any
directly attributable expenditure on making the assets ready for their intended use.
Fixed assets are reviewed for impairment on each balance sheet date, in accordance with the accounting standard AS
28 issued by The Institute of Chartered Accountants of India.
4. Depreciation
Depreciation on fixed assets used in Fashion Accessories Business is provided on WDV Method & Depreciation on
fixed assets used in Leather Business is provided on SLM Method at the rates and in the manner as prescribed in
Schedule XIV of the Companies Act, 1956.
Intangible Assets are being amortized on a straight line method over the estimated useful lives of ten years, in line with
the accounting standard AS 26 issued by The Institute of Chartered Accountants of India.
All assets costing Rs 5,000 or below are depreciated in full by way of a one time depreciation charge.
Leasehold improvements are amortized over the period of lease, including the optional period of lease.
5. Inventories
a. Raw materials are valued at weighted average cost.
b. Semi finished goods are valued at cost upto estimated stage of process.
c. Finished Goods are valued at lower of cost and net realizable value.
6. Foreign Exchange Transactions
Transactions in foreign currencies are recorded at the rate prevailing on the date of the transactions. Monetary items are
translated at the exchange rates prevailing at the end of the year and the gain/loss arising on such translation is credited
/charged to the profit and loss account. Exchange differences, relating to fixed assets are adjusted to the carrying cost of
the assets.
In case of Forward Exchange Contract, the cost of contract is amortized over the period of contract. Any profit or loss
arising on the cancellation or renewal of a forward exchange contract is recognized as income or expense for the year,
except in case of forward exchange contract relating to liabilities incurred for acquiring fixed assets from outside India,
in which case, such profit or loss is adjusted in the cost of fixed assets.
7. Retirement Benefits
The Company's contribution to defined contribution schemes such as provident fund and family pension fund are
charged to the profit and loss account as incurred. The Company also provides gratuity benefit to the employees, which
is funded through a LIC group gratuity scheme. The Liability at the year-end for the same is determined by an actuarial
valuation done at year-end and shortfall/surplus over the amount contributed to the scheme is charged off to the profit
and loss account. Provision for Leave Encashment is made on accrual basis and charged to profit and loss account.
8. Borrowing Costs
The borrowing costs on funds other than those directly attributable to the acquisition of a qualifying asset i.e. assets that
necessarily takes a substantial period of time to get ready for its intended use, are charged to revenue in the period in
which they are incurred.
The borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets are
capitalized as part of the cost of that asset.

48 CREW B.O.S. PRODUCTS LIMITED


CREW B.O.S. PRODUCTS LIMITED

Schedules
Forming Part of the Financial Statements
9. Investments
Current Investments are carried at lower of cost and fair value. Fair value in the case of quoted investments refer to the
market value of the investments arrived at on the basis of last traded prices as at the year end.
10. Taxation
Current Tax
Provision for current tax is computed on the basis of tax payable on estimated taxable income and fringe benefit
computed in accordance with the applicable provisions of Income Tax Act 1961, after considering the benefit available
under the said Act.
Deferred Tax
In accordance with Accounting Standard -22 "Accounting for Taxes on Income", issued by the Institute of Chartered
Accountants of India, the deferred tax for timing differences between the book and tax profits for the year is accounted
for using the tax rates and laws that have been enacted or substantially enacted as of the balance sheet date.
Deferred Tax Assets arising from temporary timing differences are recognized to the extent there is reasonable certainty
that the asset can be realized in future.
11. Export benefits i.e. Duty Drawback are accounted for on accrual basis. Duty Drawback on Deemed Exports benefit to
100% Export Oriented Unit (EOU) is accounted for when the amount is quantified upon receipt of disclaimer certificates
from Domestic Tariff Area (DTA) suppliers.
12. Prior Period items
Income and expenses which arise in the current year as a result of errors or omissions in the preparation of financial
statements of one or more prior periods are shown as prior periods Adjustments.
13. Contingent Liabilities
Contingent liabilities are disclosed after a careful evaluation of the facts and legal aspects of the matter involved.
B. NOTES TO THE ACCOUNTS
1. Contingent liabilities in the respect of : Amount (Rs. in Lakhs)
For the year ended For the year ended
March 31, 2007 March 31, 2006
a) Guarantees given by Bankers 22.62 26.25
b) Corporate Guarantee for its wholly owned subsidiary. Nil Nil
c) Claims not acknowledge as Debt Nil Nil
d) Excise Duty, Sales Tax, Income Tax levied, not acknowledged as debt Nil Nil
e) Capital Commitments (Net of Advance) 412.64 681.84
f) I) Bonds given to Excise authorities for Unit at 199, Nil Nil
Phase - 1 Udyog Vihar, Gurgaon.
II) Bonds given to Excise authorities for 214
Phase-I, 258 Phase-IV, Udyog Vihar, Plot -37
Sector -4, & Plot 8-9, Sector 7, IMT, Manesar, Gurgaon. 1076.70 258.03
g) Letter of credit established by bank 94.27 336.61
h) Claims made by certain workers terminated by the Company are referred in the industrial tribunals. Any liability
which may arise out of awards from Tribunal is Contingent and shall be account for in the year of settlement of case.
2. Deferred Tax Liability/Asset as at 31st March, 2007 comprises the following:
Amount (Rs. in Lakhs)
For the year ended For the year ended
March 31,2007 March 31,2006
Timing differences on account of: Deferred Tax Assets Deferred Tax Deferred Tax Assets Deferred Tax
Liability Liability
a) Depreciation – 33.30 24.27 –
b) Employees Benefits 6.24 – 2.67 –
Total 6.24 33.30 26.94 –
Net Deferred Tax
Liability / Asset – 27.06 26.94 –

49
Schedules
Forming Part of the Financial Statements
3. In the opinion of the Board of Directors the current assets, loan and advances have a value on realization in the ordinary
course of business at least equal to the amount at which they are stated in the Balance Sheet and provision for all known
liabilities have been made.
4. The various Debit & Credit balances are subject to confirmation.
5. The small scale industrial undertakings to whom the Company owes and which is outstanding for more than 30 days as
at March 31, 2007 are:
YKK India Pvt. Ltd., M/s Krishna Packaging, M/s K.K.Tanners, M/s Kataria Rubber Solution, M/s Khurana Casting &
Pentography, M/s Rider Tanning Industries, M/s Tryca Products, M/s Unique (India), M/s Ajanta Art Dyer, M/s Kalsi
Sports, M/s R.K.Enterprises, Abhi Fab Private Limited, S.K. Dyeing Finishing Mills Private Limited and Sky Industries
Limited.
The above information regarding small scale industrial undertaking has been determined to the extent such parties have
been identified on the basis of information available with the Company
6. Crew B.O.S. Products Limited has entered into Memorandum of Understanding with Leather Crafts India (Private)
Limited to manufacture and export all kinds of footwear and footwear components. The name of the Joint venture
Company is Crew MAG Exports Limited which was incorporated on 17th November, 2006. Crew B.O.S. Products
Limited holds 51% equity in the JV Company. The account of this JV Company is appended herewith.
7. The Company has also incorporated an entity in Italy by the name of "Iguvium Srl" on 19th March, 2007, the objective
being to market footwear and other leather articles such as bags, wallets, purses etc., in the international market. The
Company holds 79% of the equity in the subsidiary and the remaining 21% equity is being held by local Italian individual
having 16 years of experience in the footwear industry. Since the commercial operations have not started in this company
therefore the accounts of this company has not been appended herewith. The Company has incurred EURO 60990
towards equity subscription and other pre-operative expenses.
8. The Company has been granted External Commercial Borrowing (ECB) loan of US $ 5000000 (INR 2225 Lakhs) in
Japanese Yen (JPY) for the modernization and expansion plans of the Company, by Citibank N.A. London. The rate of the
interest on the same is 6.95% and out of which 0.75% was paid upfront till 31st March, 2007. The moratorium period
of the loan is until 30th June, 2008. The Company has drawn down Rs. 1065.35 Lakhs till 31st March, 2007 and the
utilized amount till that date was Rs. 245.73 Lakhs.
9. During the year the Company has issued 1250000 warrants convertible into equity shares of the Company on preferential
basis at a price of Rs. 178/- per warrant, which will entitle the holder to subscribe to one equity share of the face value
of Rs. 10/-, at a price not being less than Rs. 178/- (including premium of Rs. 168/-) per equity share of the Company
against each warrant. The holder of the warrants will have an option to apply for and be allotted one equity share of the
Company per warrant at any time after the date of allotment but on or before the expiry of 18 months from the date of
allotment, in or more tranches. The warrants were issued to the promoters and other private business investors for the
working capital requirements of the Company. As on date no holder of warrants has exercised the option. The amount
received of Rs. 298.50 Lakhs against the allotted warrants have been utilized in the working capital requirements of the
Company
10. During the year under review the Company has increased its Authorised Share Capital from Rs. 16.50 Crores to Rs.
20.00 Crores (3000000 equity shares of Rs. 10/- each and 500000 preference share of Rs. 10/- each) . Filing fees &
stamping charges amounting to Rs. 2.28 Lakhs incurred for the same have been charged to the Profit and Loss account.
11. During the year the Company has incurred Rs. 15.42 Lakhs on the Qualified Institutional Placement (QIP) issue, which
was not completed till 31st March, 2007. The expenditure incurred on the same has been capitalized and it will be
amortized, once the issue gets completed.
12. The company had incurred Rs 2.75 lakhs being expenses on proposed Joint Venture in Hong Kong. These expenses are
shown under the head Loans & Advances being recoverable in future from the Joint Venture.
13. The Company has amortized Rs. 12.97 lakhs ( Previous Year Rs 12.97 lakhs) being one-tenth of 129.70 lakhs on
development of new recipes and formulation for its leather finishing unit at Manesar. The total expenses incurred in
earlier years.
14. Depreciation on factory building includes Rs. 38.22 Lakh (Previous year 20.35 Lakh) being the amount of amortization
on lease hold property over the lease period.
15. Capital advances WIP includes Rs. 2174.36 Lakh (Previous year Rs. 996.94/- Lakh) on account of building under
construction, Rs. 61.33 Lakh (Previous year Rs. 32.15 Lakh) for software under developments.
16. The Company has amortized Rs. 5.84 lakhs ( Previous Year Rs. 5.84 lakhs) being one-fifth of the total expenses incurred
in shoe division in earlier years.
17. Income from operations includes Duty Drawback Income of Rs. 105.90 lakhs for the financial year 2005-06 which has
been recognized during this year being benefit of duty drawback on deemed export on purchases of goods made by
100% Export Oriented Unit (EOU) as per provisions of chapter 8 of Foreign Trade Policy.

50 CREW B.O.S. PRODUCTS LIMITED


CREW B.O.S. PRODUCTS LIMITED

Schedules
Forming Part of the Financial Statements
18. Auditors’ remuneration Amount (Rs. in Lakhs)
Particulars For the year ended For the year ended
March 31,2007 March 31,2006
a) Audit Fee 4.00 2.70
b) Limited review of quarterly results 1.00 0.90
c) Tax Audit Fees 0.60 0.45
d) Others 1.12 0.80
TOTAL 6.72 4.85
19. During the year company has sold all the investments of face value of Rs 909.76 Lacs in Mutual Funds at a profit of
Rs. 27.39 Lacs.
20. Export Sales includes Rs. 194.39 Lakhs inter-segment sales being considered as deemed Exports from one EOU to
another EOU of the Company.
21. Earning Per Share (E.P.S)
The basic/diluted earning per share calculated as per Accounting Standard- 20 issued by The Institute of Chartered
Accountants of India is as under:
Particulars Current Year Previous Year
a) Net Profit after tax available for equity shareholders
(Rs in Lakhs) 2214.62 1551.84
b) Weighted average no of equity shares outstanding
during the year 13054501 12245343
c) Basic earning per Rs. Share (a / b) 17.28 12.67
d) *Diluted earning per Rs. Share (a / b) 16.96 12.67
*The Company has allotted 1250000 share warrants convertible into Equity Share of the Company. The warrants as on
date have not been converted into Equity Shares of the Company.

22. Segment Accounting Policies:


In addition to the significant accounting policies as per Note 1 of A, Schedule 17, the accounting policies in relation to
segment accounting are as under.
i) Identification of Segment
For management purposes, the Company is organized in two major operating divisions - Fashion Accessories &
Leather. These divisions are the basis on which the Company reports its primary segment information.
ii) Segment Assets and Liabilities
All Segments assets and liabilities are directly attributable to the segment. Segment assets include all operating
assets used by the segment and consist primarily of fixed assets, inventories, sundry debtors, loans and advances
and operating cash and bank balances. Segment liabilities and all operating liabilities and consist primarily of
creditors and accrued liabilities. Segment assets and liabilities do not include investments, miscellaneous expenditure,
and current income tax and deferred tax.
iii) Inter Segment Transfers
Segment revenues and segment results include transfers between business segments. Inter segment sales to leather
are accounted for at cost of production. These transfers are eliminated on consolidation.
iv) Segment revenues and expenses
Joint expenses are allocated to business segments on a reasonable basis. All other revenues and expenses are
directly attributable to the segments. They do not include interest income and interest expenses.

51
Schedules
Forming Part of the Financial Statements
Segment Reporting
a) Reportable Business Fashion Leather Total Fashion Leather Total
Segment Accessories 31-03-2007 Accessories 31-03-2006
Rs. Rs. Rs. Rs. Rs. Rs.
Revenue
Sales 1,826,441,439 227,408,095 2,053,849,534 1,284,736,788 56,731,879 1,341,468,667
Less : Inter-Segment Sales – 206,585,240 206,585,240 – 26,780,454 26,780,454
Net Sales 1,826,441,439 20,822,855 1,847,264,294 1,284,736,788 29,951,425 1,314,688,213
Other Income – – 5,919,140 – – 4,591,852
Total Revenue 1,826,441,439 20,822,855 1,853,183,434 1,284,736,788 29,951,425 1,319,280,065
Result
Segment Result 348,938,390 10,652,427 359,590,817 223,196,109 (1,344,514) 221,851,595
Operating Profit 359,590,817 221,851,595
Other Income 5,919,140 4,591,852
Interest (63,144,399) (24,470,292)
Unallocable Expenditure (67,663,842) (47,662,814)
Provision for Taxation 7,769,100 (5,712,000)
Deferred Tax (5,400,000) 6,269,843
Prior Period Tax Adjustments (70,440) 315,920
Net Profit After Tax 237,000,376 155,184,104
Other Information
Segment Assets 1,114,165,855 372,326,417 1,486,492,272 744,933,694 298,814,207 1,043,747,902
Unallocated Assets – – 455,645,216 – – 322,518,485
Deferred Tax Asset / (Liability) 2,693,482
Total Assets 1,114,165,855 372,326,417 1,942,137,488 744,933,694 298,814,207 1,368,959,869
Segment Liabilities 1,049,124,594 372,326,417 1,421,451,011 134,651,715 65,279,754 199,931,469
Unallocated Liabilities – – 359,947,959 – – 465,747,327
Share Capital & Reserves 158,032,000 703,281,072
Total Liabilities 1,049,124,594 372,326,417 1,939,430,970 134,651,715 65,279,754 1,368,959,869

b) Information about Secondary Geographical Segment Amount (Rs.)


2006-07 2005-06
Location Revenue Revenue
Exports 2,024,238,844 1,273,471,131
Domestic 4,619,391 49,716,581
Total 2,028,858,235 1,323,187,712
Less: Inter Segment Sales 205,349,729 26,780,454
Total Revenues 1,823,508,506 1,296,407,258

52 CREW B.O.S. PRODUCTS LIMITED


CREW B.O.S. PRODUCTS LIMITED

Schedules
Forming Part of the Financial Statements
23. Related Party Disclosures :
Related party disclosures, as required by AS – 18 “Related Party Disclosures” are given below:
Amount (Rs. in Lakhs)
Name of the Party Nature of relationship Nature of transaction 2006-07 2005-06
Crew Home Products Ltd. Wholly Owned Subsidiary Rent 17.72 18.00
Raw Material Purchased 9.86 26.91
Advance 20.73 61.64
Crew B.O.S Far East Ltd. Wholly Owned Subsidiary Advance – 4.38
Sales 62.42 91.00
Capital Contribution – 0.43
Reimbursement of Expenses 10.13 8.45
La Tatva S. r. l, Italy Wholly Owned Subsidiary Advance 4.35 2.75
Crew Concepts and
Technology Pvt. Ltd. Wholly Owned Subsidiary Dividend 18.50 27.13
Crew Trade Post Pvt. Ltd. Wholly Owned Subsidiary Dividend 12.34 19.91
Crew MAG Exports Limited Joint Venture Capital Contribution 2.55 –
Reimbursement of Expenses 212.87 –
Advance 75.00 –
Mr. Tarun Oberoi Key Managerial Personnel Director's remuneration 41.42 28.55
Mr. Robin Bartholomew Key Managerial Personnel Director's remuneration 22.91 15.77
Mr. Puneet Nikore Key Managerial Personnel Director's remuneration 4.78 6.46
Mrs. Shallay Bartholomew Key Managerial Personnel Remuneration 5.26 5.82

24. Directors remuneration


(a) Total remuneration comprising of: Amount (Rs.)
Particulars 2006-2007 2005-2006
Salary 3,905,667 2,452,314
Allowances & Perquisites 3,005,770 2,624,600
Sitting Fees 29,700 38,500
Total 6,941,137 5,115,414

(b) Computation of Net profit in accordance with Section 198 read with Section 349 & 350 of the Companies Act 1956.
Amount (Rs.)
Particulars 2006-2007 2005-2006
Profit before taxation as per Profit & Loss A/c 234,851,519 156,189,387
Add:
(1) Loss on sale of Fixed Assets 458,969 54,130
(2) Directors Remuneration 6,911,437 5,076,914
(3) Directors Sitting Fee 29,700 38,500
Total 242,251,625 161,358,931
Less:
Profit on sale of Investments 2,739,125 336,251
Total 2,739,125 336,251
Profit u/s 349 of the Companies Act 1956 for
Calculation of remuneration payable to Directors 239,512,500 161,022,680
Maximum amount Payable as per ceiling specified u/s 309(3)
of the Companies Act, 1956 (10% of net profit) 23,951,250 16,102,268

53
Schedules
Forming Part of the Financial Statements
25. Foreign Currency Transactions Amount (Rs.)
2006-2007 2005-2006
A. Expenditure / Outflow
Foreign Travelling Expense 5,143,163 4,750,323
Subscription Expenses 415,123 106,894
Pre-operative Expenses – 780,220
Advance to W.O.S., La Tatva s.r.l., Italy – 275,000
Investment in IGUVIUM 434,500 –
Advance to W.O.S., Crew BOS Far East Limited, Hong Kong – 438,330
GDR Issue Expenses – 4,997,670
Raw-Material 230,161,797 95,657,608
Rebates & Discounts 367,632 11,096,579
Capital Goods 81,752,196 25,128,781
Machine Spares 5,441,358 333,203
B. Earnings
Export Sales (FOB) 1,818,889,115 1,273,471,131
Interest Received – 1,678,150
C. Dividends remitted in Foreign Currency
The Company did not make any direct remittance of dividends in foreign currency. The Company remit funds
equivalent of the dividend payable to the holders of GDR’s in Indian Rupees to the depository bank, which is the
registered shareholder on records for all GDR owners of the Company. The depository Bank purchase the foreign
currency and remitted dividend to the GDR holders amounting to Rs 4.55 lakhs during the year (Previous year Rs
2.73 Lakhs).
26. Additional information pursuant to paras 3, 4C & 4D of Part II of Schedule VI of the Companies Act, 1956.
A) Licensed and installed capacity and production (As Certified by the Management)
Description Current Year Previous Year Current Year Previous Year
Licensed Capacity Installed Capacity Production Production
(Qty. in No.) (Qty. in No.)
Bags N.A. Not Ascertainable 595,222 982,215
Belts N.A. Not Ascertainable 1,427,362 1,339,433
Wallets N.A. Not Ascertainable 673,992 187,623
Footwear N.A. Not Ascertainable 978,203 822,098
Finished Leather N.A. Not Ascertainable 172,185 953,184
Others N.A. Not Ascertainable 283,733 7,128,805
B. Raw Material Consumed
Product Consumption Consumption
Current Year Previous Year
Unit Qty. Amount (Rs.) Qty. Amount (Rs.)
Leather Sqft 15,226,416 578,698,022 6,871,509 272,354,034
Fabrics Meter 1,896,556 112,326,264 1,311,378 86,125,745
Others 285,343,781 233,903,376
Total 976,368,067 592,383,155
(C ) Composition of Raw Material Consumed
Current Year Previous Year
% Amount ( Rs.) % Amount ( Rs.)
Indigenous 85.83% 831,703,672 85.82% 508,409,831
Imported 14.17% 137,358,763 14.18% 83,973,324
Total 100.00% 969,062,435 100.00% 592,383,155

54 CREW B.O.S. PRODUCTS LIMITED


Schedules Forming Part of the Financial Statements
D. Statement of Opening Stock, Sale & Closing Stock Of Finished Goods of Manufacturing items Amount (in Rs.)

Items Unit Opening Stock Turnover Closing Stock


Current Year Previous Year Current Year Previous Year Current Year Previous Year
Qty Amount Qty Amount Qty Amount Qty Amount Qty Amount Qty Amount
Bags Nos 6,497 4,457,037 6,888 3,357,612 601,707 703,795,270 982,606 472,438,519 12 26,973 6,497 4,457,037
Belts Nos 25,270 6,127,490 1,464 519,660 1,440,485 494,436,807 1,315,627 410,989,316 12,147 4,290,339 25,270 6,127,490
Wallets Nos 400 44,838 600 101,867 674,392 128,675,007 187,823 33,298,534 – – 400 44,838
Footwear Pair 21,015 7,427,685 – – 987,063 364,196,991 801,083 208,682,592 12,155 3,507,082 21,015 7,427,685
Finished Leather Sqft – – – – 172,185 16,812,539 953,184 56,951,880 – – – –
Others Nos 750 568,095 – – 281,683 110,972,501 7,128,055 140,826,871 2,800 330,120 750 568,095
Total 18,625,145 3,979,139 1,818,889,115 1,323,187,712 8,154,514 18,625,145

E. Detail of traded items. Amount (in Rs.)

Items Opening Stock Purchase Turnover Closing Stock


Current Year Previous Year Current Year Previous Year Current Year Previous Year Current Year Previous Year
Qty Amount Qty Amount Qty Amount Qty Amount Qty Amount Qty Amount Qty Amount Qty Amount
Belts 116 26,100 116 26,100 – – – – – – – – 116 26,100 116 26,100
Leather (Sqft) 5,448 339,642 5,448 339,642 – – – – – – – – 5,448 339,642 5,448 339,642
Fabrics(Meter) – – – – – – – – – – – – – – – –
Total 365,742 365,742 – – – 365,742 365,742

27. The corresponding figures of previous year have been regrouped, rearranged wherever necessary

For Anil K. Goyal & Associates


Chartered Accountants For and on behalf of the Board

(Anil K. Goyal) (Tarun Oberoi) (Robin Bartholomew)


CREW B.O.S. PRODUCTS LIMITED

Proprietor Managing Director Director


FCA 71221

Date : 9th June, 2007 (K.V. Ganesh) (Sanjeev Kr. Bajaj)


Place : Gurgaon Chief Financial Officer Company Secretary

55
Additional Information Pursuant
to the provisions of part-iv of schedule vi of the companies act, 1956.

Balance Sheet Abstract and Company’s General business profile (Amount in Rs. Thousands)
I. Registration Details
Registration No. 34472
State Code 55
Balance Sheet Date 31.03.2007
II. Capital raised during the year (Amount in Rs. Thousands)
Public Issue NIL
Rights Issue NIL
Bonus Issue NIL
Private Placement (Equity Warrants) 29850
III. Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands)
Total Liabilities 1,667,682
Total Assets 1,667,682
Source of Funds
Paid-up Capital 128,182
Equity Warrants Subscribed 29,850
Reserves & Surplus 774,637
Secured Loans 732,307
Unsecured Loans NIL
Deferred Tax Liability 2,706
Application of Funds
Net Fixed Assets 804,469
Investments 9,301
Net Current Assets 843,816
Misc. Expenditure 8,929
Deferred Revenue Expenditure 1,167
Accumulated Losses NIL
IV. Performance of Company (Amount in Rs. Thousands)
Turnover 1,896,974
Total Expenditure 1,662,122
Profit/(Loss) before tax 234,851
Profit/(Loss) after tax 221,462
Earning per Share (Basic) in Rs. 17.28
Earning Per Share (Diluted) in Rs. 16.96
Dividend rate % (inclusive of Interim Dividend @ 7.5%) 15
V. Generic Names of Three Principal Products/Services of Company
Item Code No. (ITC Code) Product Description
420211 Travel Goods
420330 Belts
420100 Articles of Leather

For and on behalf of the Board

For Anil K. Goyal & Associates (Tarun Oberoi) (Robin Bartholomew)


Chartered Accountants Managing Director Director

(Anil K. Goyal) (K.V. Ganesh) (Sanjeev Kr. Bajaj)


Proprietor Chief Financial Officer Company Secretary
FCA 71221
Date : 9th June, 2007
Place : Gurgaon

56 CREW B.O.S. PRODUCTS LIMITED


CREW B.O.S. PRODUCTS LIMITED

Auditors’ Report
on Consolidated Financial Statements
To the Board of Directors, Statements, issued by the Institute of Chartered Accountants of
India and on the basis of separate audited financial statements
Crew B.O.S. Products Ltd.
of the Company and its subsidiaries included in the consolidated
We have examined the attached Consolidated Balance Sheet of financial statements.
Crew B.O.S. Products Limited, as at 31st March, 2007 and the
On the basis of the information and explanations given to us
Consolidated Profit & Loss Account for the year ended on that
and on the consideration of the separate audit reports on
date annexed thereto and the consolidated Cash Flow Statement
individual audited financial statements of the Company and its
for the year ended on that date. These Financial Statements are
subsidiaries, we are of the opinion that the said consolidated
the responsibility of the Company's Management. Our
financial statements give a true and fair view of confirmative
responsibility is to express an opinion on these financial
with the accounting principles generally accepted in India;
statements based on our audit.
(i) In the case of the Consolidated Balance Sheet, of the
We conducted our audit in accordance with auditing standards
consolidated state of affairs of the Company and its
generally accepted in India. Those standards require that we
subsidiaries as at March 31st, 2007.
plan and perform the audit to obtain reasonable assurance about
whether the Financial Statements are free of material (ii) In the case of the Consolidated Profit & Loss Account of
misstatements. An audit also includes assessing the accounting the consolidated results of operations of the company
principles used and significant estimates made by Management, and its subsidiaries for the year ended on that date.
as well as evaluating the overall financial statement presentation.
(iii) In the case of the Consolidated Cash Flow Statement, of
We believe that our audit provides a reasonable basis for our
the consolidated cash flows for the year ended on that
opinion.
date.
We did not audit the financial statements of foreign
subsidiaries, whose financial statement reflect total assets (net)
of Rs. 318,351/- as at 31st March, 2007 and total revenue of For Anil K. Goyal & Associates
Rs. 2,38,04,923/- for the year ended on that date. These financial Chartered Accountants
statements have been audited by other auditors (except two
subsidiaries whose accounts being not compulsory to be audited
as per rules prevailing in that country), whose reports have been (Anil K. Goyal)
furnished to us, and our opinion, insofar as it relates to the Proprietor
amounts included in respect of these consolidated entities, is FCA 71221
based solely on the report of the other auditors
We report that the Consolidated Financial Statements have been
prepared by the Company in accordance with the requirements Date : 9th June, 2007
of Accounting Standard (AS) 21, Consolidated Financial Place : Gurgaon

57
Consolidated Balance Sheet
As At March 31, 2007

Schedule Amount (Rs.) Amount (Rs.)


31-Mar-2007 31-Mar-2006

SOURCES OF FUNDS
SHAREHOLDERS FUNDS
Share Capital 1 128,182,000 128,182,000
Equity Warrants Issued and Subscribed 29,850,000 –
Reserves & Surplus 2 771,757,233 572,526,453
LOAN FUNDS:
Secured Loan 3 732,306,613 451,760,463
Unsecured Loan 4 23,111,029 3,169,094
Minority Interest 245,000 –
TOTAL 1,685,451,875 1,155,638,010
APPLICATION OF FUNDS
Fixed Assets : 5
Gross Block 950,484,120 562,316,167
Less : Depreciation (119,902,756) 82,686,329
Net Block 830,581,364 479,629,838
Investments 6 – 90,975,710
Deferred Tax Asset/ (Liability) (2,809,550) 2,653,827
TOTAL (2,809,550) 93,629,537
Current Assets, Loan & Advances
Inventories 7 651,120,449 449,011,650
Sundry Debtors 8 258,935,769 185,546,269
Cash & Bank Balances 9 27,006,291 46,060,286
Loan & Advances 10 152,205,129 110,930,871
1,089,267,638 791,549,076
Less : Current Liabilities & Provisions
Current Liabilities 11 256,137,579 207,709,505
Provisions 12 25,092,278 13,584,292
281,229,857 221,293,798

NET CURRENT ASSETS 808,037,782 570,255,278


Miscellaneous Expenditure 9,123,343 10,372,514
(to the extent not written off or adjusted)
Pre operative Expenses 18 39,351,709 –
Deferred Revenue Expenditure 1,167,227 1,750,843
TOTAL 1,685,451,875 1,155,638,010
Significant Accounting Policies and 19
Notes forming part of the Accounts
Consolidared Cash Flow Statement
As per our report of even date attached.
For Anil K. Goyal & Associates
Chartered Accountants For and on behalf of the Board of Directors

(Anil K. Goyal) (Tarun Oberoi) (Robin Bartholomew)


Proprietor Managing Director Director
FCA 71221

Date : 9th June, 2007 (K.V. Ganesh) (Sanjeev Kr. Bajaj)


Place : Gurgaon Chief Financial Officer Company Secretary

58 CREW B.O.S. PRODUCTS LIMITED


CREW B.O.S. PRODUCTS LIMITED

Consolidated Profit And Loss Account


For The Year Ended March 31, 2007

Schedule Amount (Rs.) Amount (Rs.)


31-Mar-2007 31-Mar-2006

INCOME
Income from Operations 13 2,078,845,685 1,363,490,065
Less : Interunit & Co. Sales 216,277,372 26,780,454
Net Income from Operations 1,862,568,313 1,336,709,611
Other Income 14 8,338,940 5,169,589
Increase/ (Decrease) in Stocks 15 41,637,510 26,300,268
TOTAL 1,912,544,763 1,368,179,468

EXPENDITURE
Material Manufacturing & Others 16 1,292,664,196 942,390,482
Personnel, Administration & Selling 17 279,935,626 192,940,155
Interest & Finance Charges 70,319,847 49,858,670
Depreciation 34,549,811 31,643,879
TOTAL 1,677,469,480 1,216,833,185

Profit Before Taxation 235,075,283 151,346,283


(Less) : Provision for Taxation (7,894,600) (5,925,891)
Add / (Less) : Deferred Tax Liability (5,451,133) 6,308,016
221,729,550 151,728,408
Add / (Less) : Tax Adjustments of Prior Years (133,793) 315,919
Profit After Taxation 221,595,757 152,044,327
Balance in Profit and Loss Account 240,618,048 110,717,931
Profit available for Appropriation 462,213,805 262,762,258

APPROPRIATIONS
Proposed Dividend 9,613,650 6,409,100
Interim Dividend 9,613,650 9,613,650
Transfer to General Reserve 11,073,109 3,879,603
Capital Reserve – 595,086
Dividend Tax 1,348,314 1,348,314
Provision for Tax on Proposed Dividend 1,348,315 898,877
Balance Carried to Balance Sheet 429,216,767 240,017,628
462,213,805 262,762,258

E.P.S. [Basic] In Rs. 17.29 12.42


E.P.S. [Diluted] In Rs. 16.97 11.65
Significant Accounting Policies and 19
Notes forming part of the Accounts
Consolidated Cash Flow Statement
As per our report of even date attached.

For Anil K. Goyal & Associates


Chartered Accountants For and on behalf of the Board of Directors

(Anil K. Goyal) (Tarun Oberoi) (Robin Bartholomew)


Proprietor Managing Director Director
FCA 71221
Date : 9th June, 2007 (K.V. Ganesh) (Sanjeev Kr. Bajaj)
Place : Gurgaon Chief Financial Officer Company Secretary

59
Consolidated Cash Flow Statement
For The Year Ended 31st March, 2007

Amount (Rs.) Amount (Rs.)


31-Mar-2007 31-Mar-2006
A. Cash flow from operating activities:
Net (loss)/profit before tax but after exceptional/extraordinary items 235,075,283 153,225,329
Adjustments for
Depreciation 34,549,811 31,643,879
Interest Expense 70,319,847 49,858,670
Interest Income (1,356,830) (3,195,509)
Income from Investment - Dividends (1,690,009) (1,209,952)
(Profit)/Loss on Fixed Assets sold 458,969 54,130
(Profit/Loss on sale of Investments (2,739,125) (336,251)
Deferred revenue expenditure written off 3,122,768 1,968,140
Any other non cash Item (428,804) (39,574)
Operating profit before working capital changes 337,311,909 231,968,863
Adjustments for changes in working capital :
– (INCREASE)/DECREASE in Sundry Debtors (73,389,500) (55,396,907)
– (INCREASE)/DECREASE in Other Receivables (34,945,011) (36,509,328)
– (INCREASE)/DECREASE in Inventories (202,108,799) (163,483,092)
– INCREASE/(DECREASE) in Trade and Other Payables 48,428,074 14,496,647
Cash generated from operations 75,296,672 (8,923,819)
– Taxes (Paid) / Received (Net of TDS) (7,355,736) (6,134,860)
– Prior Period (Expenses)/Income (Net) (133,793) (1,563,127)
Net cash from operating activities 67,807,144 (16,621,805)
B. Cash flow from Investing activities:
Purchase of fixed assets (390,177,727) (195,009,303)
Proceeds from Sale of fixed assets 744,500 712,530
Proceeds from Sale of Investments 93,714,835 (56,109,723)
Pre Operative (35,878,789) –
Miscellaneous Expenditure (1,289,981) (6,218,938)
Interest Received (Revenue) 2,342,717 2,471,645
Dividend Received 1,690,009 1,209,952
Net cash used in investing activities (328,854,436) (252,943,839)
C. Cash flow from financing activities:
Proceeds from fresh issue of Share Capital – 218,184,000
Investments from Minorities 245,000 –
Equity Warrants Issued and Subscribed 29,850,000 –
Proceeds from long term borrowings 77,954,748 3,288,770
Proceeds from short term borrowings 222,533,337 128,832,942
Interest Paid (70,319,847) (49,858,670)
Dividend Paid (16,022,750) (20,613,650)
Dividend Tax Paid (2,247,191) (2,785,877)
Net cash used in financing activities 241,993,297 277,047,516
Net Increase/(Decrease) in Cash & Cash Equivalents (19,053,995) 7,481,872
Cash and cash equivalents as at 31.03.2006 46,060,286 38,578,414
Cash and cash equivalents as at 31.03.2007 27,006,291 46,060,286
Cash and cash equivalents comprise
Cash, Cheques & Drafts (in hand) and Remittances in Transit 2,872,145 3,016,041
Balance with Banks 24,134,146 43,044,245
27,006,291 46,060,286
Notes :
1. The above Cash flow statement has been prepared under the indirect method setout in AS-3 issued by the Institute of Chartered
Accountants of India.
2. Figures in brackets indicate cash outgo.
3. Previous period figures have been regrouped and recasted wherever necessary to conform to the current period classification.
This is the Consolidated Cash Flow Statement referred to in our report of even date.

For Anil K. Goyal & Associates


Chartered Accountants For and on behalf of the Board

(Anil K. Goyal) (Tarun Oberoi) (Robin Bartholomew)


Proprietor Managing Director Director
FCA 71221
Date : 9th June, 2007 (K.V. Ganesh) (Sanjeev Kr. Bajaj)
Place : Gurgaon Chief Financial Officer Company Secretary

60 CREW B.O.S. PRODUCTS LIMITED


CREW B.O.S. PRODUCTS LIMITED

Consolidated Schedules
Forming Part of The Balance Sheet

Amount (Rs.) Amount (Rs.)


31-Mar-2007 31-Mar-2006

SCHEDULE : 1
SHARE CAPITAL
AUTHORISED SHARE CAPITAL
19,000,000 Equity Shares of Rs. 10/- each 190,000,000 160,000,000
(Previous year 11500000 Equity Shares of Rs, 10/- each)
1000,000 Preference Share of Rs. 10/- each 10,000,000 5,000,000
(Previous year 500000 preference sharesof Rs, 10/- each)
TOTAL 200,000,000 165,000,000
ISSUED, SUBSCRIBED & PAID UP
12,818,200 Equity Shares of Rs. 10/- each fully paid up. 128,182,000 128,182,000
TOTAL 128,182,000 128,182,000

SCHEDULE : 2
RESERVES & SURPLUS
GENERAL RESERVE
Opening Balance 31,340,838 27,461,235
Transferred from Profit & Loss Account 11,073,109 3,879,603
42,413,947 31,340,838
SECURITY PREMIUM
Opening Balance 300,020,100 100,018,100
Add: Received on account of issue of GDRs / Equity Shares – 200,002,000
Share Premium Account 300,020,100 300,020,100
Capital Reserve 595,086 595,086
Foreign Exchange Translation Reserve (488,668) (47,618)
Surplus in Profit & Loss Account 429,216,767 240,618,047
TOTAL 771,757,233 572,526,453

SCHEDULE : 3
SECURED LOANS
Packing Credit Limit 490,452,488 274,016,618
Foreign Bills Purchased by Bank 129,522,974 123,425,507
Vehicle / Equipment Loans 5,379,978 10,261,306
Building Term Loan from Bank 24,572,700 –
Term Loan from HSIDC 82,378,473 44,057,032
TOTAL 732,306,613 451,760,463

(Secured by hypothecation of all the inventories, book debts including receivables, lien on other current assets of the Company
and further collaterally secured by a first charge on the fixed assets at Head Office and Factories at Gurgaon (Haryana) and
guarantees by Promoter Directors and Demand Promissory Note signed by Promoter Directors on behalf of the Company.)

SCHEDULE : 4
Unsecured Loans
Loan from Directors 569,094 3,169,094
Leather Craft (India) Pvt. Ltd. 22,541,935 –
TOTAL 23,111,029 3,169,094

61
62
Consolidated Schedules Forming Part of The Balance Sheet
SCHEDULE : 5
FIXED/ INTANGIBLE ASSETS Amount (Rs.)

GROSS BLOCK DEPRECIATION / AMORTISATION NET BLOCK


PARTICULARS OPENING ADDITIONS DELETIONS/ OPENING FOR ON DELETIONS/
AS ON DURING SALES/ AS ON AS ON THE SALES/ AS ON AS ON AS ON
01/04/2006 THE YEAR ADJUSTMENT 31/03/2007 01/04/2006 YEAR ADJUSTMENT 31/03/2007 31/03/2007 31/03/2006

FIXED ASSETS

FACTORY LAND 39,434,947 – – 39,434,947 – – – – 39,434,947 39,434,947

CREW B.O.S. PRODUCTS LIMITED


FACTORY BUILDING 173,808,428 26,397,766 – 200,206,194 17,835,111 12,135,927 – 29,971,038 170,235,156 155,973,317

COMPUTER 14,896,155 10,580,232 – 25,476,387 8,527,649 3,530,174 – 12,057,823 13,418,564 6,368,506

ELECTRICAL FITTINGS 13,580,201 2,042,838 – 15,623,039 4,497,972 1,209,864 – 5,707,836 9,915,203 9,082,229

FURNITURE & FIXTURES 18,211,332 6,729,175 – 24,940,507 7,604,821 2,883,707 – 10,488,528 14,451,979 10,606,511

PLANT & MACHINERIES 136,925,774 16,480,424 10,393 153,395,805 27,734,177 11,254,575 354 38,988,398 114,407,407 109,191,597

VEHICLES 17,641,199 4,413,231 1,999,381 20,055,049 7,810,839 2,885,706 805,951 9,890,594 10,164,455 9,830,360

OFFICE EQUIPMENTS 16,528,303 4,334,820 – 20,863,123 4,480,028 1,950,448 6,430,476 14,432,647 12,048,275

TOTAL 431,026,337 70,978,486 2,009,774 499,995,049 78,490,597 35,850,401 806,305 113,534,693 386,460,357 352,535,741

INTANGIBLE ASSETS

COMPUTER SOFTWARE 4,408,266 5,757,730 – 10,165,996 2,898,781 875,380 – 3,774,161 6,391,835 1,509,485

TECHNICAL RECIPES
& FORMULAE 12,969,505 – – 12,969,505 1,296,951 1,296,951 – 2,593,902 10,375,603 11,672,554

TOTAL 17,377,771 5,757,730 – 23,135,501 4,195,732 2,172,331 – 6,368,063 16,767,438 13,182,039

CAPITAL ADVANCES & WIP

CAPITAL ADVANCES & WIP 113,912,059 337,360,566 23,919,055 427,353,570 – – – 427,353,570 113,912,059

TOTAL 113,912,059 337,360,566 23,919,055 427,353,570 – – – – 427,353,570 113,912,059

GRAND TOTAL (Rs.) 562,316,167 414,096,782 25,928,829 950,484,120 82,686,329 38,022,732 806,305 119,902,756 830,581,365 479,629,839

PREVIOUS YEAR 368,841,434 345,643,114 152,168,381 562,316,167 51,810,360 31,643,879 767,910 82,686,329 479,629,839 317,031,074
CREW B.O.S. PRODUCTS LIMITED

Consolidated Schedules
Forming Part of The Balance Sheet

Amount (Rs.) Amount (Rs.)


31-Mar-2007 31-Mar-2006

SCHEDULE : 6
INVESTMENTS
Current Investment (Quoted - Non Trade)
Mutual Funds – 90,975,710
TOTAL – 90,975,710

SCHEDULE : 7
INVENTORIES
(As certified by the Management)
Raw Material : Imported 121,501,156 35,558,736
: Indigenous 376,506,775 302,958,286
Semi Finished Goods 144,706,031 90,877,064
Finished Goods 22,100 26,100
Goods-in-Transit : Raw Material 3,058 –
: Finished Goods 8,381,329 19,591,464
TOTAL 651,120,449 449,011,650

SCHEDULE : 8
SUNDRY DEBTORS
(Unsecured, Considered Good)
Debts Outstanding for a period exceeding six months 11,262,338 8,844,080
* Others Debts 247,673,431 176,702,189

TOTAL 258,935,769 185,546,269

SCHEDULE : 9
CASH & BANK BALANCES
Cash in Hand 2,872,145 3,016,042
Bank Balance with Scheduled Banks 5,902,315 21,306,217
Bank Balance with Other Banks 335,246 9,945,894
In Margin Money accounts 12,317,085 11,792,134
Bank Deposits 5,579,500 –
TOTAL 27,006,291 46,060,286

63
Consolidated Schedules
Forming Part of The Balance Sheet

Amount (Rs.) Amount (Rs.)


31-Mar-2007 31-Mar-2006

SCHEDULE : 10
LOANS & ADVANCES
(Unsecured, Considered good)
Advances recoverable in cash or in kind 3,362,557 5,587,584
or for value to be received – –
Advance to Staff 9,256,973 6,275,465
Security Deposit 17,628,021 13,082,078
Advance Income Tax and TDS 14,401,469 7,086,335
Duty Drawback Receivable 36,390,138 20,700,273
Interest/Dividend/Other Receivable 126,225 1,112,112
Cenvat/ Sales Tax/ VAT Recoverable 15,892,930 25,558,508
Refundable Sales Tax 25,053,084 –
Refundable Vat 6,224,951 –
Advances to Suppliers 14,696,544 30,721,967
Prepaid Expenses 1,422,239 806,549
Advance Against Land 7,500,000 –
Rent Advance 250,000 –
TOTAL 152,205,131 110,930,871

SCHEDULE : 11
CURRENT LIABILITIES
Advances from Customers 415,572 –
Credit Balance in Bank Current Accounts 53,553,259 33,263,562
Sundry Creditors 175,166,277 154,167,490
Other Liabilities 26,966,595 20,260,083
Unpaid Dividend 35,876 18,371
TOTAL 256,137,579 207,709,505

SCHEDULE : 12
PROVISIONS
Provision for Taxation 14,130,313 6,276,315
Provision for Proposed Dividend 9,613,650 6,409,100
Provision for Tax on Proposed Dividend 1,348,315 898,877
TOTAL 25,092,278 13,584,292

SCHEDULE : 13
INCOME FROM OPERATIONS
Exports Sales (FOB) 2,047,890,013 1,321,831,799
Domestic Sales 5,964,373 23,079,451
Duty Drawback 23,755,788 18,578,815
Job Work (Inter-Unit) 1,235,511 –
TOTAL 2,078,845,685 1,363,490,065

64 CREW B.O.S. PRODUCTS LIMITED


CREW B.O.S. PRODUCTS LIMITED

Consolidated Schedules
Forming Part of The Balance Sheet

Amount (Rs.) Amount (Rs.)


31-Mar-2007 31-Mar-2006

SCHEDULE : 14
OTHER INCOME
Interest 1,356,830 3,195,509
Rental Income 1,772,148 –
Dividend Income 1,690,009 1,209,952
Income on Mutual Funds Redemption/ Sale of Shares 2,739,125 336,251
Miscellaneous Income 640,702 427,878
Exchange Difference 6,951 –
Sale of DEPB License 133,176 –
TOTAL 8,338,940 5,169,589

SCHEDULE : 15
INCREASE/DECREASE(-) IN STOCKS
Closing Stock
Finished Goods 248,915 26,100
Semi Finished Goods 141,001,499 86,736,701
Goods-in-Transit : Finished Goods 8,154,514 19,298,390
: Semi Finished Goods 3,704,532 5,410,759
153,109,460 111,471,950
Less : Opening Stock
Finished Goods 26,100 26,100
Semi Finished Goods 88,007,097 80,493,195
Goods-in-Transit : Finished Goods 18,625,142 3,979,139
: Semi Finished Goods 4,813,611 –
111,471,950 84,498,434
TOTAL 41,637,510 26,973,516

SCHEDULE : 16
MATERIAL, MANUFACTURING & OTHERS
Raw Material Consumed : Indigenous 838,799,640 527,616,593
: Imported 137,358,763 83,973,324
Consumables Stores : Indigenous 71,833,519 50,511,017
: Imported 9,522,356 10,960,583
Electricity, Water & Fuel Charges 26,755,941 18,258,729
Fabrication and Processing 144,696,001 205,201,495
Repair and Maintenance 8,555,637 12,183,779
Freight, Cartages and Clearing 43,608,888 22,588,382
Discount and Rebates 11,491,451 11,096,579
TOTAL 1,292,622,196 942,390,482

65
Consolidated Schedules
Forming Part of The Balance Sheet

Amount (Rs.) Amount (Rs.)


31-Mar-2007 31-Mar-2006

SCHEDULE : 17
PERSONNEL, ADMINISTRATION & SELLING
Wages, Salary & Bonus 99,756,126 61,469,131
Contribution to Provident Fund 4,729,606 2,041,692
Contribution to E.S.I. Fund 2,195,859 690,982
Staff Welfare Expenses 12,563,571 7,637,072
Freight Outward and Packaging 34,863,900 24,956,455
Directors Remuneration 6,941,137 5,115,414
Traveling and Conveyance 22,731,810 16,473,892
Printing and Stationery 4,752,606 3,594,451
Communication & Courier 17,832,997 13,227,554
Consultancy & Professional Charges 4,441,865 5,841,237
Books & Periodicals 139,824 101,322
Commission & Brokerage Expense – 5,718,604
Sales Promotion 5,377,829 1,680,488
Security Expenses 14,185,927 3,642,731
Vehicle Running & Maintenance 4,309,073 3,815,584
Insurance Charges 5,037,727 4,593,583
Payments to Auditors 787,085 628,381
Fees & Subscriptions 2,306,370 2,251,136
Testing Expenses 5,890,610 5,228,971
Miscellaneous Expenses 3,469,692 3,173,919
Loss on Sale of Fixed Assets 458,969 54,130
Rent 23,335,468 17,156,239
Deferred Revenue Expenditure Written Off 3,122,768 1,968,140
Expenses of Prior Period 746,807 1,879,046
TOTAL 279,977,626 192,940,155

SCHEDULE : 18
PRE - OPERATIVE EXPENSES
Auditor's Remuneration 33,672 –
Board Meeting 11,504 –
Business Promotion 43,000 –
Communication 156,333 –
Consultancy 2,820,996 –
Electricity, Power & Fuel 335,000 –
Foreign Travelling 1,369,179 –
Guest House 68,749 –
Trial & Machine Setup Charges 16,346,562 –
Printing & Stationary 2,100 –
Preliminary Expenses 27,600 –
Rent 3,811,871 –
Repair & Maintenance 197,000 –
Salary 8,429,241 –
Sample Development Charges 5,564,902 –
Telephone Expenses 83,000 –
Travelling & Conveyance 51,000 –
TOTAL 39,351,709 –

66 CREW B.O.S. PRODUCTS LIMITED


CREW B.O.S. PRODUCTS LIMITED

Consolidated Schedules
Forming Part of The Balance Sheet
SCHEDULE : 19
SIGNIFICANT ACCOUNTING POLICIES AND NOTES
A. SIGNIFICANT ACCOUNTING POLICIES
1. Basis of Accounting
The Financial Statements are prepared on accrual basis under the historical cost convention in accordance with applicable
Accounting Standards issued by The Institute of Chartered Accountants of India and relevant presentational requirements
of the Companies Act, 1956.
2. Principles of Consolidation
The Consolidated Financial Statements relate to Financial Statements of Crew B.O.S. Products Limited and it's Subsidiary
Companies.
The Consolidated financial statements have been prepared on the following basis:
The Subsidiaries have been consolidated by applying Accounting Standard 21" Consolidated Financial Statements."
Subsidiaries are consolidated from the date on which effective control is transferred to the Group and are no longer
consolidated from the date of disposal.
The financial statements of the Company and its Subsidiaries Companies have been combined on a line-by-line basis by
adding together the book value of like items of assets, liabilities, income and expenses, after fully eliminating intra-
group balances & intra-group transactions resulting in unrealized profits or losses.
The excess of the Company's portion of equity and reserves of the Subsidiaries Companies as at the time of its investment
is recognized in the financial statements as Capital Reserve.
The Consolidated financial statements have been prepared using uniform accounting policies for like transactions and
other events in similar circumstances and are presented to the extent possible, in the same manner as the Company's
separate financial statements.
3. Revenue Recognition
Sales are recognized upon the transfer of significant risks and rewards of ownership to the customers. Cost of samples
developed and supplied is recognized on accrual basis net of recoveries.
4. Fixed Assets
Fixed Assets are stated at actual cost of acquisition inclusive of taxes, duties, freight and other incidental expenses
including interest related to acquisition, net of Grants.
Intangible assets are recognized at cost which comprises of purchases price (including taxes and duties, if any) and any
directly attributable expenditure on making the assets ready for their intended use.
Fixed assets are reviewed for impairment on each balance sheet date, in accordance with the accounting standard AS
28 issued by The Institute of Chartered Accountants of India.
5. Depreciation
Depreciation on fixed assets used in Fashion Accessories Business is provided on WDV Method & Depreciation on fixed
assets used in Leather Business is provided on SLM Method at the rates and in the manner as prescribed in Schedule in
Schedule XIV of the Companies Act, 1956
Intangible assets are being amortized on a straight line method over the estimated useful lives of ten years, in line with
the accounting standard AS 26 issued by the institute of Chartered Accountants of India
All assets costing Rs 5000/- or below are depreciated in full by way of a one time depreciation charge.
Leasehold improvements are amortized over the period of lease, including the optional period of lease.
6. Inventories
a. Raw materials are valued at weighted average cost.
b. Semi finished goods are valued at cost up to estimated stage of process.
c. Finished Goods are valued at lower of cost and net realizable value.
7. Foreign Exchange Transactions
Transactions in foreign currencies are recorded at the rate prevailing on the date of the transactions. Monetary items are
translated at the exchange rates prevailing at the end of the year and the gain/loss arising on such translation is credited
/charged to the profit and loss account. Exchange differences, relating to fixed assets are adjusted to the carrying cost of
the assets.

67
Consolidated Schedules
Forming Part of The Balance Sheet

In case of Forward Exchange Contract, the cost of contract is amortized over the period of contract. Any profit or loss
arising on the cancellation or renewal of a forward exchange contract is recognized as income or expense for the year,
except in case of forward exchange contract relating to liabilities incurred for acquiring fixed assets from outside India,
in which case, such profit or loss is adjusted in the cost of fixed assets.
For the purpose of consolidation, being the non-integral foreign operations, the Company has translated Assets and
Liabilities of subsidiaries outside India at the year-end exchange rate and Income and Expenditure items at an average
rate that approximates to the exchange rate prevailing on the date of transactions. The resultant translation adjustment
is reflected as a separate component of Shareholders' funds as "Foreign Exchange Translation Reserve".
8. Retirement Benefits
The Company's contribution to defined contribution schemes such as provident fund and family pension fund are
charged to the profit and loss account as incurred. The Company also provides gratuity benefit to the employees, which
is funded through a LIC group gratuity scheme. The Liability at the year-end for the same is determined by an actuarial
valuation done at year-end and shortfall/surplus over the amount contributed to the scheme is charged off to the profit
and loss account. Provision for Leave Encashment is made on the basis of accrual basis and charged to profit and loss
account.
9. Borrowing Costs
The borrowing costs on funds other than those directly attributable to the acquisition of a qualifying asset i.e. assets that
necessarily takes a substantial period of time to get ready for its intended use, are charged to revenue in the period in
which they are incurred.
The borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets are
capitalized as part of the cost of that asset.
10. Investments
Current Investments are carried at lower of cost and fair value. Fair value in the case of quoted investments refer to the
market value of the investments arrived at on the basis of last traded prices as at the year end.
11. Taxation
Current Tax
Provision for current tax is computed on the basis of tax payable on estimated taxable income and fringe benefit
computed in accordance with the applicable provisions of Income Tax Act 1961, after considering the benefit available
under the said Act.
Deferred Tax
In accordance with Accounting Standard -22 "Accounting for Taxes on Income", issued by the Institute of Chartered
Accountants of India, the deferred tax for timing differences between the book and tax profits for the year is accounted
for using the tax rates and laws that have been enacted or substantially enacted as of the balance sheet date.
Deferred Tax Assets arising from temporary timing differences are recognized to the extent there is reasonable certainty
that the asset can be realized in future.
12. Export Benefits
Export benefits i.e. Duty Drawback are accounted for on accrual basis. Duty Drawback on Deemed Exports benefits to
100% Export Oriented Unit (EOU) is accounted for when the amount is quantified upon receipt of disclaimer certificates
from Domestic Tariff Area(DTA) suppliers.
13. Prior Period items
Income and expenses which arise in the current year as a result of errors or omissions in the preparation of financial
statements of one or more prior periods are shown as prior periods adjustments except rebate & discount which are
accounted for by the Company in the year of acceptance thereof.
14. In the opinion of the board of directors the current assets, loan and advances have a Value on realization in the ordinary
course of business at least equal to the amount at which they are stated in the Balance Sheet and provision for all known
liabilities have been made.
15. The various Debit & Credit balances are subject to confirmation.
16. The small scale industrial undertakings to whom the Company owes and which is outstanding for more than 30 days as
at March 31, 2007 are:
YKK India Pvt. Ltd., M/s Krishna Packaging, M/s K.K.Tanners, M/s Kataria Rubber Solution, M/s Khurana Casting &
Pentography, M/s Rider Tanning Industries, M/s Tryca Products, M/s Unique (India), M/s Ajanta Art Dyer, M/s Kalsi
Sports, M/s R.K.Enterprises, Abhi Fab Private Limited, S.K. Dyeing Finishing Mills Private Limited and Sky Industries
Limited,

68 CREW B.O.S. PRODUCTS LIMITED


CREW B.O.S. PRODUCTS LIMITED

Consolidated Schedules
Forming Part of The Balance Sheet

The above information regarding small scale industrial undertaking has been determined to the extent such parties have
been identified on the basis of information available with the Company
17. Crew B.O.S. Products Limited has entered into Memorandum of Understanding with Leather Crafts India (Private)
Limited to manufacture and export all kinds of footwear and footwear components. The name of the Joint venture
Company is Crew MAG Exports Limited which was incorporated on 17th November, 2006. Crew B.O.S. Products
Limited holds 51% equity in the JV Company. The account of this JV Company is appended herewith.
18 The Company has also incorporated an entity in Italy by the name of "Iguvium Srl" on 19th March, 2007, the objective
being to market footwear and other leather articles such as bags, wallets, purses etc., in the international market. The
Company holds 79% of the equity in the subsidiary and the remaining 21% equity is being held by local Italian individual
having 16 years of experience in the footwear industry. Since the commercial operations have not started in this company
therefore the accounts of this company has not been appended herewith. The Company has incurred EURO 60990
towards equity subscription and other pre-operative expenses.
19. The Company has been granted External Commercial Borrowing (ECB) loan of US $ 5000000 (INR 2225 Lakhs) in
Japanese Yen (JPY) for the modernization and expansion plans of the Company, by Citibank N.A. London. The rate of the
interest on the same is 6.95% and out of which 0.75% was paid upfront till 31st March, 2007. The moratorium period
of the loan is until 30th June, 2008. The Company has drawn down Rs. 1065.35 Lakhs till 31st March, 2007 and the
utilized amount till that date was Rs. 245.73 Lakhs.
20. During the year the Company has issued 1250000 warrants convertible into equity shares of the Company on preferential
basis at a price of Rs. 178/- per warrant, which will entitle the holder to subscribe to one equity share of the face value
of Rs. 10/-, at a price not being less than Rs. 178/- (including premium of Rs. 168/-) per equity share of the Company
against each warrant. The holder of the warrants will have an option to apply for and be allotted one equity share of the
Company per warrant at any time after the date of allotment but on or before the expiry of 18 months from the date of
allotment, in or more tranches. The warrants were issued to the promoters and other private business investors for the
working capital requirements of the Company. As on date no holder of warrants has exercised the option. The amount
received of Rs. 298.50 Lakhs against the allotted warrants have been utilized in the working capital requirements of the
Company.
21. During the year under review the Company has increased its Authorised Share Capital from Rs. 16.50 Crores to Rs.
20.00 Crores (3000000 equity shares of Rs. 10/- each and 500000 preference share of Rs. 10/- each) . Filing fees &
stamping charges amounting to Rs. 2.28 Lakhs incurred for the same have been charged to the Profit and Loss account.
22. During the year the Company the Company has incurred Rs. 15.42 Lakhs on the Qualified Institutional Placement (QIP)
issue, which was not completed till 31st March, 2007. The expenditure incurred on the same has been capitalized and
it will be amortized, once the issue gets completed.
23. The company had incurred Rs 2.75 lakhs being expenses on proposed Joint Venture in Hong Kong. These expenses are
shown under the head Loans & Advances being recoverable in future from the Joint Venture.
24. The Company has amortized Rs. 12.97 lakhs ( Previous Year Rs 12.97 lakhs) being one-tenth of 129.70 lakhs on
development of new recipes and formulation for its leather finishing unit at Manesar. The total expenses incurred in
earlier years.
25. Depreciation on factory building includes Rs 38.22 Lakh (Previous year 20,35Lakh) being the amount of amortization
on lease hold property over the lease period over the lease period.
26. Capital advances WIP includes Rs 2174.36Lakh (Previous year Rs 996.94/- Lakh) on account of building under
construction, Rs. 61.33 Lakh (Previous year Rs 32.15 Lakh) for software under developments.
27. The Company has amortized Rs. 5.84 lakhs ( Previous Year Rs 5.84 lakhs) being one-fifth of the total expenses incurred
in shoe division in earlier years.
28. Income from operations includes Duty Drawback Income of Rs. 105.90 lakhs for the financial year 2005-06 which has
been recognized during this year being benefit of duty drawback on deemed export on purchases of goods made by
100% Export Oriented Unit (EOU) as per provisions of chapter 8 of Foreign Trade Policy.
29. During the year company has sold all the investments of face value of Rs 909.76 Lacs in Mutual Funds at a profit of Rs
27.39 Lacs.
Export Sales includes Rs 194.39 Lakhs inter-segment sales being considered as deemed Exports from one EOU to
another EOU of the Company.

69
Consolidated Schedules
Forming Part of the Balance Sheet
B. NOTES TO THE ACCOUNTS
1. Contingent Liabilities: (Rs. in Lakhs)
For the year ended For the year ended
March 31, 2007 March 31, 2006
a) Guarantees given by Bankers 22.62 26.25
b) Corporate Guarantee for its wholly owned subsidiary. Nil Nil
c) Claims not acknowledge as Debt Nil Nil
d) Excise Duty, Sales Tax, Income Tax levied, not acknowledge as debt Nil Nil
e) Capital Commitments (Net of Advance) (Out of above
INR 0.89 lacs pertans to the JV Crew MAG Exports Ltd.) 412.64 681.84
f) I) Bonds given to Excise authorities for Unit at 199,
Phase - I Udyog Vihar, Gurgaon. Nil Nil
II) Bonds given to Excise authorities for
EOU unit at 214 Phase-I, 258 Phase-IV, and Plot -37
Sector -4, & Plot 8-9, Sector -7, IMT, Manesar, Gurgaon 1076.70 258.03
g) Letter of credit established by bank 94.27 336.61
2. The consolidated financial statements present the consolidated accounts of Crew B.O.S. Products Limited with its following
subsidiaries:
Name of Subsidiary Country of Proportion of Year Remarks
Incorporation Ownership Ending
Indian Subsidiary
Crew Home Products Limited India 100% 31.03.2007 For the Period 1st April 2006 to
31st March, 2007
Crew MAG Exports Limited India 51% 31.03.2007 For the Period 17th November 2006
to 31st March, 2007
Foreign Subsidiary
La Tatva S.r.l Italy 100% 31.12.2006 No Significant transaction after the
Balance Sheet Date. Provisional
Financial Statements for the period
Jan - Mar 07
Crew B.O.S. Far East Limited Hong-Kong 100% 31.12.2006 Audited by Chan & Man for the
period 1st January, 2006 to 31st
December, 2007. Provisional
Financial Statements for the period
Jan - Mar 07.
3. Deferred Tax Liability as at 31st March, 2007 comprises the following:
(Rs. in Lakhs)
For the year ended For the year ended
31st March, 2007 31st March, 2006
Timing differences on account of: Deferred Tax Assets Deferred Tax Liability Deferred Tax Assets Deferred Tax Liability
a) Depreciation 34.37 24.27 1.15
b) Employees Benefits 6.24 – 3.38
c) Miscellaneous Expenditure 0.04 0.04
Total 6.28 34.37 27.69 1.15
Net Deferred Tax Liability 28.09 26.54
4. Auditors’ remuneration
(Rs. In Lakhs)
Particulars For the year ended For the year ended
March 31, 2007 March 31, 2006
a) Audit Fee 7.87 3.78
b) Limited review of un-audited results 1.00 0.90
c) Income Tax Matters 0.60 0.78
e) Other 1.12 0.82
TOTAL 10.59 6.28

70 CREW B.O.S. PRODUCTS LIMITED


CREW B.O.S. PRODUCTS LIMITED

Consolidated Schedules
Forming Part of the Balance Sheet
5. Earning Per Share (E.P.S)
The basic/diluted earning per share calculated as per Accounting Standard-20 issued by The Institute of Chartered
Accountants of India is as under: (Rs. in Lakhs)
Current Year Previous Year
(Rs.in Lakhs) (Rs.in Lakhs)
a) Net Profit after tax available for equity shareholders 2215.96 1520.44
b) Weighted average no of equity shares outstanding during the year 182.44 122.45
Basic / Diluted earning (in Rs.) per share (a / b ) 17.29 /- 16.97/-
12.42 /- 11.65 /-
The Company has allotted 1250000 share warrants convertible into Equity Share of the Company. The warrants as on
date have not been converted into Equity Shares of the Company.
6. Related Party Disclosures
Related party disclosures, as required by AS – 18 “Related Party Disclosures” are given below:
(Rs. in Lakhs)
Name of the Party Nature of relationship Nature of transaction 2006-07 2005-06
Crew Home Products Ltd. Wholly Owned Subsidiary Rent 17.72 18.00
Raw Material Purchased 9.86 26.91
Advance 20.73 61.64
Crew B.O.S Far East Ltd. - Do - - Do - – 4.38
Sales 62.42 91.00
Capital Contribution – 0.43
Reimbursement of Expenses 10.13 8.45
La Tatva S. r. l, Italy - Do - Advance 4.35 2.75
Crew Concepts and
Technology Pvt. Ltd. - Do - Dividend 18.50 27.13
Crew Trade Post Pvt. Ltd. - Do - - Do - 12.34 19.91
Crew MAG Exports Limited Joint Venture Capital Contribution 2.55 –
Reimbursement of Expenses 212.87
Advance 75.00 –
Mr. Tarun Oberoi Key Managerial Personnel Director's remuneration 41.42 28.55
Mr. Robin Bartholomew - Do - - Do - 22.91 15.77
Mrs. Shallay Bartholomew - Do - Remuneration 5.26 5.82
7. Segment Information:
a) Information about primary Business Segment (Rs. in Lakhs)
PARTICULARS Consolidated 31-03-2007
Segment Revenue
(a) Fashion Accessories 18474.54
(b) Leather 2313.91
Net Income from Operations 20788.45
Less: Inter Segment Sales 2162.77
Other Income 83.39
Total Revenues 18709.07
Segment Result (Profit/loss before tax & interest from each Segment)
(a) Fashion Accessories 3608.27
(b) Leather 106.52
Total 3714.80

71
Consolidated Schedules
Forming Part of the Balance Sheet

PARTICULARS Consolidated 31-03-2007


Less :
Interest 703.20
Other un-allocable expenditure net of un-allocable income 653.38
Total Profit before Tax 2358.22
Capital Employed (Segment assets - Segment Liabilites)
(a) Fashion Accessories 9819.83
(b) Leather 3485.56
(c) Un-allocable Assets less Liabilities 3549.13
Total 16854.52
b) Information about Secondary Business Segment (Rs. in Lakhs)
Location Revenues
Exports 20728.81
Domestic 59.64
Total 20788.45
Less: Inter Segment Sales 2162.77
Net Income from Operations 18625.68
Segment Accounting Policies:
In addition to the significant accounting policies as per Schedule 17, the accounting policies in relation to segment accounting
are as under
i) Identification of Segment
For management purposes, the Company is organised in two major operating divisions - Fashion Accessories & Leather.
These divisions are the basis on which the Company reports its primary segment information.
ii) Segment Assets and Liabilities
All Segments assets and liabilities are directly attributable to the segment. Segment assets include all operating assets
used by the segment and consist primarily of fixed assets, inventories, sundry debtors, loans and advances and operating
cash and bank balances. Segment liabilities all operating liabilities and consist primarily of creditors and accrued
liabilities. Segment assets and liabilities do not include investments, miscellaneous expenditure, current income tax and
deferred tax.
iii) Inter Segment Transfers
Segment revenues and segment results include transfers between business segments Inter segment sales to leather are
accounted for at cost of production. These transfers are eliminated on consolidation.
iv) Segment revenues and expenses
Joint expenses are allocated to business segments on a reasonable basis. All other revenues and expenses are directly
attributable to the segments. They do not include interest income and interest expenses.
8. This is the first financial year of the Segment Reporting, therefore corresponding amount for immediately preceding financial
year has not been given.
9. Previous year figures have been regrouped and re-arranged where ever necessary so as to make it comparable with the
current year figures.

For Anil K Goyal and Associates For and on behalf of the Board
Chartered Accountants
(Anil K. Goyal) (Tarun Oberoi) (Robin Bartholomew)
Proprietor Managing Director Director
FCA 71221

Date : 9th June, 2007 (K.V. Ganesh) (Sanjeev Kr. Bajaj)


Place : Gurgaon Chief Financial Officer Company Secretary

72 CREW B.O.S. PRODUCTS LIMITED


CREW HOME PRODUCTS LIMITED

Directors'
Report

To the Members, As per Section 260 of the Companies Act, 1956, the Additional
Directors holds office upto the date of the forthcoming Annual
Your Directors have pleasure in presenting the Third Annual
General Meeting of the Company and on being eligible, they
Report and Audited Accounts for the year ended 31st March,
have offered themselves for re-appointment as Director of the
2007 and the Auditors' Report thereon.
Company. The notices together with money deposit have been
Financial Results received under Section 257 of the Companies Act, 1956, from
(Rs. in Million) the Members proposing the candidature of Mr. Munish Sharma
Year ended Year ended and Mr. Pradeep Kumar Bindra as the Directors of the Company.
March 31, 2007 March 31, 2006 During the period under review, Mr. Tarun Oberoi resigned from
Income from Operation 1.34 7.45 the Directorship of the Company w.e.f 1st day of May, 2007
and Mr. Robin Bartholomew resigned from the Directorship of
Profit before interest and the Company w.e.f. 1st day of May, 2007 due to their other
depreciation 2.19 2.88 commitments. Your Directors would like to place on record their
warm appreciation of the valuable contributions made by them
Less: Interest 0.00 0.69
during their tenure as the Directors of the Company.
Depreciation 1.90 2.04
Directors’ Responsibility Statement
Profit before taxation 0.29 0.15
Pursuant to Section 217(2AA) of the Companies Act, 1956, the
(Less) : Provision for taxation 0.12 0.16 Directors to the best of their knowledge and belief confirm that:

Profit after taxation 0.17 (0.01) (a) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with
Add / (Less) : proper explanation;
Deferred tax liability (0.05) 0.04
(b) prudent accounting policies have been selected and have
Add: made judgments and estimates that are reasonable and
Tax Adjustments of Prior years (0.04) – prudent so as to give true and fair view of the state of affairs
Balance carried to of the Company as at 31st March, 2007 and of the Profit of
Balance Sheet 0.08 0.03 the Company for the financial year ended 31st March,
2007.
Performance Review
(c) proper and sufficient care has been taken for the
Your Company is engaged in Home furnishing business. The maintenance of adequate accounting records in
Company has achieved a turnover of Rs. 1.34 million and accordance with the provisions of the Companies Act,
achieved a profit of Rs. 0.08 million during the year under review. 1956, for safeguarding the assets of the company and for
The Company shall continue to act as Contract manufacturer preventing and detecting fraud and other regularities;
for the parent Company.
(d) annual accounts have been prepared on a going concern
Dividend basis
In order to conserve the financial resources of the Company Auditors & Auditors observation
your Directors do not recommend any dividend for the financial
The auditors of the Company M/s Anil K. Goyal & Associates,
year ended on 31st March, 2007.
Chartered Accountants hold office until the conclusion of this
Directors Annual General Meeting, and being eligible offer themselves
Mr. Umesh Oberoi, Director retires by rotation and being eligible for re-appointment. They have furnished a certificate that their
offer himself for reappointment. appointment if made shall be within the statutory limits specified
in Section 224(1B) of the Companies Act, 1956.
Mr. Munish Sharma and Mr. Pradeep Kumar Bindra were
appointed as the Additional Directors of the Company in the The observation of the Auditors in the Auditors' Report is
Board Meeting of the Directors held on 1st day of May, 2007. explained, wherever necessary, in the appropriate notes to the
accounts.

73
Energy Conservation, Technology absorption and Foreign Particulars of Employees
Exchange earnings and outgo under Section 217 (1) (e) of
The Company has no employee in respect of whom the
the Companies Act, 1956, read with Companies (Disclosure
statement under section 217(2A) of the Companies Act, 1956 is
of Particulars in the Report of Board of Directors) Rules,
required to be annexed.
1988
Acknowledgements
i) Conservation of Energy
Your Directors place on record their sincere gratitude to the
The manufacturing operations of the Company are not
continuing patronage of our valued customers, bankers,
energy intensive and do not consume high level of power,
Shareholders who have sustained their support and
however the Company has undertaken appropriate steps
encouragement to your company.
to conserve the energy.
Your Directors also place on record, their sincere appreciation
ii) Technology absorption
to the dedication and commitment of its staff at all levels, who
The manufacturing process does not involve any major have together been responsible for the growth of the Company.
technology absorption.

iii) Foreign Exchange Earnings and Outgo

There is no Foreign Exchange earning and outgo during For and on behalf of the Board
the year under review. The Company shall take proper
and vigorous initiatives to increase the Foreign Exchange
earnings and mitigations ofrisk involved.

Public Deposit
(Umesh Oberoi) (Munish Sharma)
The company has neither invited/nor accepted any deposits Director Director
during the year within the meaning of Section 58 A of the
Place : Gurgaon
Companies Act, 1956, read with Companies (Acceptance of
Date : 9th June, 2007
Deposit) Rules, 1975.

74 CREW HOME PRODUCTS LIMITED


CREW HOME PRODUCTS LIMITED
Auditors’
Report

To the Members, d) In our opinion, the Balance Sheet, Profit and Loss
Account and Cash Flow Statement dealt with by the
Crew Home Products Limited,
Report comply with the accounting standards referred
We have audited the attached Balance Sheet of Crew Home to in Sub-Section (3C) of Section 211 of the Companies
Products Limited, as at 31st March, 2007 and Profit & Loss Act, 1956.
Account and Cash Flow Statement for the year ended on that
e) On the basis of written representation received from
date annexed thereto. These financial statements are the
the directors and taken on record by the board of
responsibility of the Company's Management. Our responsibility
directors, we report that none of the directors is
is to express an opinion on these financial statements based on
disqualified as on 31st March, 2007 from being
our audit.
appointed as a director in terms of clause (g) of sub
We conducted our audit in accordance with auditing standards section (1) of section 274 of the Companies Act, 1956.
generally accepted in India. Those standards require that we
(f) In our opinion and to the best of our knowledge and
plan and perform the audit to obtain reasonable assurance about
information and according to the explanations given
whether the financial statements are free of material
to us, the accounts give the information required by
misstatements. An audit also includes assessing the accounting
the Companies Act, 1956,in the manner so required
principles used and significant estimates made by management,
and give a true and fair view :-
as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our (i) In the case of the Balance Sheet, of the state of
opinion. affairs of the Company as at March 31st, 2007.

1. As required by the Companies (Auditors report) Order, 2003 (ii) In the case of the Profit & Loss Account of the
issued by the Central Government of India in terms of profit for the year ended on that date.
Section 227(4A) of the Companies Act, 1956, we annex
(iii) In the case of the Cash Flow Statement, on the
hereto a statement on the matters specified in paragraph 4
cash flows for the year ended on that date.
& 5 of the said order.

2. Further to our comments in the annexure referred to in


paragraph 1 above :- For Anil K. Goyal & Associates
Chartered Accountants
a) We have obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purpose of our audit.
(Anil K. Goyal)
b) In our opinion, proper books of account, as required
Proprietor
by Law, have been kept by the Company so far as
FCA 71221
appears from our examination of the books.

c) The Balance Sheet, Profit and Loss Account and Cash


Flow Statement dealt with by this report are in Date : 9th June, 2007
agreement with the books of account. Place : Gurgaon

75
Annexures referred to in para 1 of the Auditors' Report to the Members of Crew
Home Products Limited accounts for the year ended March 31st, 2007
1) a) The Company has generally maintained proper records 5) The transactions that need to be entered into a register in
showing full particulars including quantitative details pursuance of section 301 of the Companies Act, 1956 have
and situation of Fixed Assets. been entered. According to the information and
explanations given to us , purchase of goods and sale of
b) The management has physically verified the Fixed goods and services aggregating during the year to Rs.
Assets at reasonable intervals and no material
5,00,000/- or more in respect of a party in pursuance of
discrepancies are reported to have been observed on
contracts or arrangements entered into the register
such verification as compared to book records.
maintained under section 301 of the Companies Act, 1956
c) The Company has not disposed off a substantial part of have been made at prices which are reasonable having
fixed assets during the year and therefore paragraph regard to prevailing market prices at the relevant time for
4(i) (c) of the Companies (Auditor's Report) Order, 2003 such goods.
(hereinafter referred to as the Order) is not applicable.
6) In our opinion and according to the information and
2) a) The Inventory has been physically verified by the explanations given to us, as the Company has not accepted
management during the year. In our opinion the deposits from the public, paragraph 4(vi) of the Order is
frequency of verification is reasonable. not applicable.

b) In our opinion, the procedures of physical verification 7) In our opinion the Company has an internal audit system
of inventory followed by the Management are that is commensurate with the size and nature of its
reasonable and adequate in relation to the size of the business.
company and the nature of its business.
8) We are informed that maintenance of cost records has not
c) On the basis of our examination of the inventory been prescribed by the Central Government under Section
records, in our opinion, the company is maintaining 209(1)(d) of the Companies Act, 1956 in respect of activities
proper records of inventory. The discrepancies noticed of the company and therefore paragraph 4(viii) of the Order
on physical verification of inventory as compared to is not applicable.
book records were not material. 9) In our opinion and according to the information and
3) The Company has taken advance from its directors in the explanations given to us, the company is generally regular
nature of interest free unsecured loan amounting to Rs. in depositing undisputed statutory dues including Provident
5.69 lacs. The terms and conditions thereof are not prima Fund, Employees' State Insurance, Income Tax, Wealth Tax,
facie prejudicial to the interest of the company. The Service Tax, Sales Tax, Custom Duty, Excise Duty, Cess,
company has not granted any loans secured or unsecured, and other statutory dues, as applicable to its activities, with
to companies, firms or other parties covered in the register appropriate authorities. There are no arrears of outstanding
maintained under section 301 of the Act and therefore statutory dues as at 31st March, 2007 for a year of more
paragraph 4(iii) of the order is not applicable. than six months from the date they became payable. As
explained to us, there are no disputed dues of Sales Tax,
4) In our opinion, and according to information and Income Tax, Customs Duty, Wealth Tax, Service Tax, Excise
explanations given to us, there are adequate internal control Duty and Cess that have not been deposited on account of
procedure commensurate with the size of the Company any dispute and therefore paragraph 4(ix)(b) of the Order
and the nature of its business for the purchase of stores & is not applicable.
spare parts, fixed assets , and with regard to sale of products
and there are no major internal control weaknesses in 10) The company has no accumulated losses as at the end of
regard thereto. the financial year and the company has not incurred cash

76 CREW HOME PRODUCTS LIMITED


CREW HOME PRODUCTS LIMITED

losses in the current financial year as well as in the short term basis for long term investments and vice versa.
immediately preceding financial year.
18) According to the information and explanations given to
11) The Company has not defaulted in repayment of dues to us, the company has not made any preferential allotment
the bank. of shares during the year to parties and companies covered
in the Register maintained under section 301 of the
12) The Company has not granted any loans or advances on
Companies Act, 1956 and therefore paragraph 4(xviii) of
the basis of security by way of pledge of shares, debentures
the Order is not applicable.
and other securities and therefore paragraph 4(xii)of the
Order is not applicable. 19) The company has not issued any debentures during the
year and therefore paragraph 4(xix) of the Order is not
13) The provisions of any special statute applicable to chit
applicable.
fund and nidhi/mutual benefit fund/society are not
applicable to the company and therefore paragraph 4(xiii) 20) The company has not raised any money by way of public
of the Order is not applicable. issue during the year and therefore paragraph 4(xx) of the
Order is not applicable.
14) The Company is not dealing or trading in shares, securities,
debentures and other investments and therefore paragraph 21) During the course of our examination of the books and
4(xiv) of the Order is not applicable. records of the company, carried out in accordance with
the auditing standards generally accepted in India, we have
15) According to the information and explanations given to
neither come across any instance of fraud on or by the
us, the company has not given any guarantee for loans
company, noticed or reported during year nor we have
taken by others from bank or financial institutions and
been informed of such case by the Management.
therefore paragraph 4(xv) of the Order is not applicable.

16) The company has not availed any term loans from the bank
For Anil K. Goyal & Associates
during the year and there is no outstanding of such loans
Chartered Accountants
at the end of the year. According to the information and
explanation given and in our opinion the term loans
(Anil K. Goyal)
obtained in earlier years were applied for the purpose for
Proprietor
which the loans were obtained.
FCA 71221
17) Based on examination of documents and records made
available and on the basis of information and explanations Date : 9th June, 2007
given to us, the company has not used funds raised on Place : Gurgaon

77
Balance Sheet
as at March 31, 2007

Schedule Amount (Rs.) Amount (Rs.)


March 31, 2007 March 31, 2006

SOURCES OF FUNDS
SHAREHOLDERS FUNDS
Share Capital 1 500,000 500,000
Reserves & Surplus 2 856,830 770,944
LOAN FUNDS
Secured Loans – –
Unsecured Loans 3 24,533,714 25,061,377
DEFERRED TAX LIABILITY 89,339 38,206
TOTAL 25,979,883 26,370,527
APPLICATION OF FUNDS
FIXED ASSETS 4
Gross Block 26,815,152 24,757,328
Less : Depreciation 4,995,908 3,097,981
Net Block 21,819,244 21,659,347
CURRENT ASSETS, LOANS & ADVANCES
Inventories 5 3,704,532 4,813,611
Sundry Debtors 6 517,752 517,752
Cash & Bank Balances 7 507,504 579,610
Loans & Advances 8 1,668,432 1,338,464
6,398,220 7,249,437
LESS : CURRENT LIABILITIES & PROVISIONS
Current Liabilities 9 1,607,581 1,817,853
Provisions 10 630,000 720,404
2,237,581 2,538,257
NET CURRENT ASSETS 4,160,639 4,711,180
TOTAL 25,979,883 26,370,527
Significant Accounting Policies and Notes forming part of
the Accounts 16
The Schedules referred to above form an integral part of
the Balance Sheet.

For Anil K. Goyal & Associates


Chartered Accountants For and on behalf of the Board

(Anil K. Goyal) (Umesh Oberoi) (Munish Sharma)


Proprietor Director Director
FCA 71221

Place : Gurgaon
Date : 9th June, 2007

78 CREW HOME PRODUCTS LIMITED


CREW HOME PRODUCTS LIMITED

Profit and Loss Account


for the Year Ended March 31, 2007

Schedule Amount (Rs.) Amount (Rs.)


March 31, 2007 March 31, 2006

INCOME

Income from Operations 11 1,344,982 7,455,807


Other Income 12 2,266,046 2,377,737
Increase in Stocks 13 (1,109,079) (2,294,526)

TOTAL 2,501,949 7,539,018

EXPENDITURE

Material Manufacturing & Others 14 5,907 3,997,934


Personnel, Administration & Selling 15 302,295 656,490
Interest & Finance Charges 730 686,126
Depreciation 1,897,927 2,044,956

TOTAL 2,206,859 7,385,506

Profit Before Taxation 295,090 153,512


Less: Provision for Taxation 120,000 160,000
Less: Fringe Benefit Tax 5,500 –
Less/(Add) : Deferred Tax Liability 51,133 (39,622)
Profit After Taxation 118,457 33,134
Add : Tax Adjustments of Prior Years – –
Add / (Less) : Adjustments of Prior Years 32,571 –
Profit After Taxation 85,886 33,134
Add : Balance brought forward from previous year 770,944 737,810
856,830 770,944

E.P.S. [Basic & Diluted] In Rs. 1.72 0.66


Significant accounting Policies and Notes forming part of
the Accounts 16
The Schedules referred to above form an integral part of
the Profit & Loss Account.

As per our report of event date attached.

For Anil K. Goyal & Associates


Chartered Accountants For and on behalf of the Board

(Anil K. Goyal) (Umesh Oberoi) (Munish Sharma)


Proprietor Director Director
FCA 71221

Place : Gurgaon
Date : 9th June, 2007

79
Cash Flow Statement
for the Period Ended March 31, 2007

Amount (Rs.) Amount (Rs.)


March 31, 2007 March 31, 2006
A. Cash flow from operating activities:
Net (loss)/profit before tax but after exceptional/extraordinary items 295,090 153,512
Adjustments for:
Depreciation 1,897,928 2,044,956
Interest Expense 730 686,126
Interest Income – (149,859)
Provision for Gratuity & Leave Encashment – (111,324)
Operating profit before working capital changes 2,193,748 2,623,411
Adjustments for changes in working capital :
– (INCREASE)/DECREASE in Sundry Debtors – 3,349,493
– (INCREASE)/DECREASE in Other Receivables 67,703 404,753
– (INCREASE)/DECREASE in Inventories 1,109,079 5,336,336
– INCREASE/(DECREASE) in
Trade and Other Payables (210,272) (7,632,676)
Cash generated from operations 3,160,258 4,081,317
– Taxes (Paid) / Received (Net of TDS) (613,576) (809,643)
– Prior Period (Expenses)/Income (Net) (32,571) –
Net cash from operating activities 2,514,111 3,271,674
B. Cash flow from Investing activities:
Purchase of fixed assets (2,057,824) (2,201,432)
Interest Received (Revenue) – 450,132
Net cash used in investing activities (2,057,824) (1,751,300)
C. Cash flow from financing activities:
Proceeds from long term borrowings – (7,854,765)
Proceeds from short term borrowings (527,663) 3,720,517
Interest Paid (730) (686,126)
Net cash used in financing activities (528,393) (4,820,374)
Net Increase/(Decrease) in Cash & Cash Equivalents (72,106) (3,300,000)
Cash and cash equivalents as at 01.04.2006 579,610 3,879,610
Cash and cash equivalents as at 31.03.2007 507,504 579,610
Cash and cash equivalents comprise
Cash, Cheques & Drafts (in hand) and Remittances in Transit 40,760 41,079
Balance with Scheduled Banks 466,744 538,531
Cash and cash equivalents as at 31.03.2006 507,504 579,610
Notes :
1. The above Cash flow statement has been prepared under the indirect method setout in AS-3 issued by the Institute of
Chartered Accountants of India.
2. Figures in brackets indicate cash outgo.

For Anil K. Goyal & Associates


Chartered Accountants For and on behalf of the Board

(Anil K. Goyal) (Umesh Oberoi) (Munish Sharma)


Proprietor Director Director
FCA 71221

Place : Gurgaon
Date : 9th June, 2007

80 CREW HOME PRODUCTS LIMITED


CREW HOME PRODUCTS LIMITED

Schedules
Forming part of the Financial Statements

Amount (Rs.) Amount (Rs.)


March 31, 2007 March 31, 2006

SCHEDULE : 1

SHARE CAPITAL

AUTHORISED SHARE CAPITAL

1,00,000 Equity Shares of Rs. 10/- each 1,000,000 1,000,000

TOTAL 1,000,000 1,000,000

ISSUED, SUBSCRIBED & PAID UP

50,000 Equity Shares of Rs. 10/- each fully paid up. 500,000 500,000

TOTAL 500,000 500,000

SCHEDULE : 2

RESERVES & SURPLUS

Profit & Loss Account 856,830 770,944

TOTAL 856,830 770,944

SCHEDULE : 3

UNSECURED LOANS

Crew B.O.S Products Ltd.( Holding Company ) 23,964,620 21,892,283

Loans From Directors 569,094 3,169,094

TOTAL 24,533,714 25,061,377

81
82
Schedules forming part of the Financial Statements
SCHEDULE : 4
FIXED ASSETS Amount (Rs.)
PARTICULARS GROSS BLOCK DEPRECIATION NET BLOCK

ADDITIONS DEPRECIATION DEPRECIATION


RATE OF AS ON DURING SALES/ AS ON AS ON FOR THE ON SALES/ AS ON AS ON AS ON
DEPR. 01/04/2006 THE YEAR ADJUSTMENT 31/03/2007 01/04/06 YEAR ADJUSTMENT 31/03/2007 31/03/2007 31/03/2006

FACTORY LAND 0.00% 3,738,310 – 3,738,310 – – – – 3,738,310 3,738,310

FACTORY BUILDING 10.00% 16,296,342 2,201,432 – 18,497,774 2,417,505 1,608,027 – 4,025,532 14,472,242 13,878,837

CREW HOME PRODUCTS LIMITED


COMPUTER 40.00% 49,950 – 49,950 35,143 5,923 – 41,066 8,884 14,807

ELECTRICAL FITTINGS 13.91% 120,852 – 120,852 27,649 12,965 – 40,614 80,238 93,203

FURNITURE & FIXTURES 18.10% 296,618 – 296,618 89,933 37,410 – 127,343 169,275 206,685

PLANT & MACHINERY 13.91% 1,611,155 – 1,611,155 353,404 174,953 – 528,357 1,082,798 1,257,751

VEHICLES-SCOOTER 25.89% 40,762 – 40,762 18,562 5,748 – 24,310 16,452 22,200

VEHICLES- MOTOR CAR 25.89% 286,084 – 286,084 130,277 40,338 – 170,615 115,469 155,807

OFFICE EQUIPMENTS 13.91% 115,823 – 115,823 25,508 12,563 – 38,071 77,752 90,315

TOTAL 22,555,896 2,201,432 – 24,757,328 3,097,981 1,897,927 – 4,995,908 19,761,420 19,457,915

CAPITAL WORK
IN PROGRESS 2,201,432 2,057,824 2,057,824 – – – 2,057,824 2,201,432

GRAND TOTAL 24,757,328 4,259,256 – 26,815,152 3,097,981 1,897,927 – 4,995,908 21,819,244 21,659,347

PREVIOUS YEAR 22,555,896 – – 22,555,896 1,053,025 2,044,956 – 3,097,981 21,659,347 21,502,871


CREW HOME PRODUCTS LIMITED

Schedules
Forming part of the Financial Statements

Amount (Rs.) Amount (Rs.)


March 31, 2007 March 31, 2006
SCHEDULE : 5
INVENTORIES
(As certified by the Management)
Raw Material – 673,248
Semi Finished Goods 3,704,532 4,140,363
TOTAL 3,704,532 4,813,611
SCHEDULE : 6
SUNDRY DEBTORS
(Unsecured, Considered Good)
Debts Outstanding for a period exceeding six months 517,752 517,752
TOTAL 517,752 517,752
SCHEDULE : 7
CASH & BANK BALANCES
Cash in Hand 40,760 41,079
Bank Balance with Scheduled Banks 466,744 538,531
TOTAL 507,504 579,610
SCHEDULE : 8
LOANS & ADVANCES
(Unsecured, Considered good)
Advance to Staff 10,039 23,039
Security Deposit 212,500 242,500
Advance Income Tax and TDS 1,220,344 822,673
Duty Drawback Receivable 57,322 57,322
Refundable Sales Tax 137,939 137,939
Advances to Suppliers 710 54,991
Prepaid Expenses 29,578 –
TOTAL 1,668,432 1,338,464
SCHEDULE : 9
CURRENT LIABILITIES
Advances from Customers 415,571 415,571
Sundry Creditors 1,117,384 1,170,366
Other Liabilities 74,625 231,916
TOTAL 1,607,580 1,817,853

SCHEDULE : 10
PROVISION
Provision towards Gratuity and Leave Encashment – 210,404
Provision for Taxation 630,000 510,000
TOTAL 630,000 720,404

SCHEDULE : 11
INCOME FROM OPERATIONS
Exports Sales (FOB) – 4,466,699
Domestic Sales 1,344,982 2,691,248
Duty Drawback – 297,860
TOTAL 1,344,982 7,455,807

83
Schedules
Forming part of the Financial Statements

Amount (Rs.) Amount (Rs.)


March 31, 2007 March 31, 2006
SCHEDULE : 12
OTHER INCOME
Interest – 149,859
Rental Income 1,772,148 1,800,000
Foreign Exchange Fluctuation – 412,878
Misc. Income /S.balance w/off 493,898 15,000
TOTAL 2,266,046 2,377,737

SCHEDULE : 13
INCREASE/DECREASE(-) IN STOCKS
Closing Stock
Semi Finished Goods 3,704,532 4,140,363
3,704,532 4,140,363
Less : Opening Stock
Semi Finished Goods 4,813,611 6,434,889
Goods-in-Transit : Finished Goods – –
: Semi Finished Goods – –
4,813,611 6,434,889
TOTAL (1,109,079) (2,294,526)

SCHEDULE : 14
MATERIAL, MANUFACTURING & OTHERS
Raw Material Consumed : Indigenous – 3,041,810
Raw Material Consumed : Imported – –
Consumables Stores : Indigenous – 36,400
Electricity, Water & Fuel Charges – 36,340
Fabrication and Processing – 101,954
Repair and Maintenance 5,907 21,632
Freight, Cartages and Clearing – 759,798
TOTAL 5,907 3,997,934
SCHEDULE : 15
PERSONNEL, ADMINISTRATION & SELLING
Wages, Salary & Bonus 149,305 194,431
Contribution to Provident Fund 31,543 11,656
Contribution to E.S.I. Fund 548 2,600
Staff Welfare Expenses – 21,617
Freight Outward and Packaging – 15,296
Travelling and Conveyance 30,535 46,278
Printing and Stationery 50 13,520
Consultancy & Professional Charges 25,645 251,141
Vehicle Running & Maintenance 309 1,718
Insurance Charges 33,557 35,832
Payments to Auditors 22,803 54,948
Fees & Subscriptions 8,000 4,330
Miscellanous Expenses – 3,123
TOTAL 302,295 656,490

84 CREW HOME PRODUCTS LIMITED


CREW HOME PRODUCTS LIMITED

Schedules
Forming part of the Financial Statements
SCHEDULE : 16

SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF THE ACCOUNTS

A. SIGNIFICANT ACCOUNTING POLICIES

1. Basis of Accounting
The Financial Statement are prepared on accrual basis under the historical cost convention in accordance with applicable
Accounting Standards issued by The Institute of Chartered Accountants of India and relevant presentational requirements
of the Companies Act, 1956.
2. Revenue Recognition
Sales are recognized upon the transfer of significant risks and rewards of ownership to the customers. Cost of samples
developed and supplied is recognized on accrual basis net of recoveries.
3. Fixed Assets
Fixed Assets are stated at actual cost of acquisition inclusive of taxes, duties, freight and any directly attributable cost of
bringing the assets to their working condition for intended use.
4. Depreciation
Depreciation on fixed assets is provided on the WDV Method at the rates and in the manner prescribed in Schedule XIV
of the Companies Act, 1956.
5. Inventories
a. Raw materials are valued at weighted average cost.
b. Semi finished goods are valued at cost upto estimated stage of process.
c. Finished Goods are valued at lower of cost and net realizable value.
6. Foreign Exchange Transactions
Transactions in foreign currencies are recorded at the rate prevailing on the date of the transactions. Monetary items are
translated at the exchange rates prevailing at the end of the year and the gain/loss arising on such translation is credited/
charged to the profit and loss account. Exchange differences, relating to fixed assets are adjusted to the carrying cost of
the assets.
7. Retirement Benefits
The company's contribution to defined contribution schemes such as provident fund and family pension fund are
charged to the profit and loss account as incurred. Provision for liabilities in respect of gratuity & leave encashment
benefit are made on accrual basis and charged to profit and loss account.
8. Taxation
Current Tax
Provision for current tax is computed on the basis of tax payable on estimated taxable income computed in accordance
with the applicable provisions of Income Tax Act 1961, after considering the benefit available under the said Act.
Deferred Tax
In accordance with Accounting Standard -22 Accounting for Taxes on Income, issued by the Institute of Chartered
Accountants of India, the deferred tax for timing differences between the book and tax profits for the year is accounted
for using the tax rates and laws that have been enacted or substantially enacted as of the balance sheet date.
Deferred Tax Assets arising from temporary timing differences are recognized to the extent there is reasonable certainty
that the asset can be realized in future.
9. Borrowing Costs
Borrowing Costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the
cost of such assets. A qualifying assets is one that necessarily takes substantial period of time to get ready for its intended
use. All other borrowing costs are charged to revenue.

85
Schedules
Forming part of the Financial Statements
B. NOTES TO THE ACCOUNTS
1. Deferred Tax Liability as at 31st March, 2007 comprises the following: (Amount in Rs.)
Particulars For the year ended
March 31, 2007
Timing differences Deferred Tax Deferred Tax
on account of: Assets Liability
a) Depreciation – 93,241
b) Miscellaneous Expenditure 3,902 –
Net Deferred Tax Liability 89,339
2. In the opinion of the board of directors the current assets, loan and advances have a value on realization in the ordinary
course of business at least equal to the amount at which they are stated in the Balance Sheet and provision for all known
liabilities have been made.
3. Earning Per Share (E.P.S)
The basic/diluted earning per share calculated as per Accounting Standard- 20 issued by The Institute of Chartered
Accountants of India is as under: (Amount in Rs.)
Particulars For the year Ended
March 31, 2007
a) Net Profit after tax available for equity shareholders 85,886
b) Weighted average no. of equity shares outstanding during the year 50,000
c) Basic / Diluted earning per share Rs. (a / b ) 1.72
4. The various Debit & Credit balances are subject to confirmation.
5. The small scale industrial undertakings to whom the Company owes and which is outstanding for more than 30 days as
at March 31, 2007 is Habib Tannery (P) Ltd.
The above information regarding small scale industrial undertaking has been determined to the extent such parties have
been identified on the basis of information available with the Company.

6. Payment to Auditors (including service tax) : (Amount in Rs.)


Particulars For the year Ended
March 31, 2007
Audit Fee 20,000
Income Tax Matters Nil
Other Matters Nil
Service Tax 2,448
TOTAL 22,448

7. Related Party Disclosure: (Amount in Rs.)


Name of the Party Nature of Relationship Nature of Transaction For the year Ended
March 31, 2007
Crew B.O.S Products Ltd. Holding Company Rent Received & Receivable 17,72,148
Sales of Raw Material 9,86,132
Advance 2,39,64,620

8. Additional information pursuant to paragraph 3, 4C & 4D of Part II of Schedule VI of the Companies Act, 1956.
A) Licensed and installed capacity and production (As Certified by the Management)
Description Current Year Current Year
Licensed Capacity Production(Qty. in No.)
Home Furnishing N.A WIP
Others N.A WIP

86 CREW HOME PRODUCTS LIMITED


CREW HOME PRODUCTS LIMITED

Schedules
Forming part of the Financial Statements
B) Raw Material Consumed/Sales. (Amount in Rs.)
Product Unit Consumption/Sales
For the year Ended
March 31, 2007
Qty. Amount
Leather Sqft. 370 13,025
Fabrics Meter 7,173 3,21,873
Others 6,77,803
Total 10,12,702

C) Composition of Raw Material consumed/Sales (Amount in Rs.)


For the year Ended For the year Ended
March 31, 2007 March 31, 2006
% Value (Rs.) % Value (Rs.)
Indigenous 98.71% 9,99,677 100% 30,42,010
Imported 1.29% 13,025 0%
Total 100 % 10,12,702 100 % 30,42,010

D) Statement of Sales & Closing Stock of Finished Goods of Manufacturing items


(Amount in Rs.)
For the year Ended March 31, 2007
Item Opening Stock Turnover Closing Stock
Unit Qty. Amount Qty. Amount Qty. Amount
Home Furnishing Nos. – – Not Not – –
Applicable Applicable
Others Nos. – – Not Not – –
Applicable Applicable
Total – – – – – – –

E) Expenditure and Earnings in Foreign Currency


There were no transactions in Foreign Currency during the financial year.

For Anil K. Goyal & Associates For and on behalf of the Board
Chartered Accountants

(Anil K. Goyal) (Umesh Oberoi) (Munish Sharma)


Proprietor Director Director
FCA 71221

Date : 9th June, 2007


Place : Gurgaon

87
Additional Information Pursuant
to the provisions of part-iv of schedule vi of the companies act, 1956.

Balance Sheet Abstract and Company’s General business profile (Amount in Rs. Thousands)
I. Registration Details
Registration No. 127191
State Code 55
Balance Sheet Date 31.03.2007
II. Capital raised during the year (Amount in Rs. Thousands)
Public Issue NIL
Rights Issue NIL
Bonus Issue NIL
Private Placement NIL
III. Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands)
Total Liabilities 25,980
Total Assets 25,980
Source of Funds
Paid-up Capital 500
Reserves & Surplus 857
Secured Loans NIL
Unsecured Loans 24,534
Deferred Tax Liability 89
Application of Funds
Net Fixed Assets 21,819
Investments NIL
Net Current Assets 6,398
Misc. Expenditure NIL
Accumulated Losses NIL
IV. Performance of Company (Amount in Rs. Thousands)
Turnover 2,502
Total Expenditure 2,207
Profit/(Loss) before tax 295
Profit/(Loss) after tax 86
Earning per Share (Basic& Diluted)) in Rs. 1.72
Dividend rate % NIL
V. Generic Names of Three Principal Products/Services of Company
Item Code No. (ITC Code) Product Description
420100 Articles of Leather
630400 Other Furnishing Articles

For and on behalf of the Board

For Anil K. Goyal & Associates


Chartered Accountants

(Anil K. Goyal) (Umesh Oberoi) (Munish Sharma)


Proprietor Director Director
FCA 71221
Date : 9th June, 2007
Place : Gurgaon

88 CREW HOME PRODUCTS LIMITED


CREW MAG EXPORTS LTD.

Directors'
Report

To the Members, estimates that are reasonable and prudent so as to give a


true and fair view of the state of affairs as at 31st March
Your Directors have pleasure in presenting their 1st Annual
2007 and of the profit of the Company for the period ended
Report of the Company together with the Audited Accounts and
31st March 2007;.
Auditors' Report thereon for the period ended 31st March 2007.
3. the proper and sufficient care has been taken for
Operational & Financial Review
maintenance of adequate accounting records in
Your Company was incorporated under the Companies Act, accordance with the provisions of the Companies Act, 1956
1956 on 17th November, 2006 as a Private Limited Company for safeguarding the assets of the Company and for
with the objective of carrying out the business of manufacturing preventing and detecting fraud and other irregularities;
all kinds of footwear and footwear components made out of
4. the annual accounts for the year ended 31st March 2007
leather and non-leather materials. During the period under
have been prepared on a going concern basis.
review, your Company became subsidiary of Crew B.O.S
Products Limited (51% holding) and pursuant to Section 3(1) Auditors
(IV) ( c ) of the Companies Act, 1956 changed its status from
M/s Anil K. Goyal & Associates., Chartered Accountants, New
Private Limited to Public Limited Company w.e.f 13th January,
Delhi, the Statutory Auditors of the Company will retire at the
2007.
conclusion of the ensuing Annual General Meeting and being
The Company has not started any Commercial Production till eligible, offered them-selves for re-appointment. Further, M/s
31st March, 2007 being the initial period of operations. Guru Ram & Co. Chartered Accountants, Chennai, shall be
appointed as the Joint Statutory Auditor, at the ensuing Annual
Dividend
General Meeting to hold office till the conclusion of next Annual
Since this is the first year of operation of the Company, your General Meeting. The Company has received the certificates
Directors have not recommended any dividend for the financial from the Auditors to the effect that the re-appointment/
year ended 31st March, 2007. appointment, if made, would be in accordance with Section
Directors 224(1B) of the Companies Act, 1956. The Board recommends
the aforesaid re-appointment /appointment of the Joint Statutory
Mr. Robin Bartholomew, Director retires by rotation and being Auditors.
eligible offers himself for reappointment.
The observations of the Auditors’ have been explained wherever
Mr. Ajit Singh was appointed as an Additional Director of the necessary in the appropriate notes to the Accounts and do not
Company in the Board Meeting of the Directors held on 2nd call for any further comments.
March, 2007. As per Section 260 of the Companies Act, 1956,
the Additional Director holds office upto the date of the Public Deposits
forthcoming Annual General Meeting of the Company and on The Company has not invited or accepted any Deposits from
being eligible, he has offered himself for re-appointment as the public during the period under review.
Director of the Company. The notices together with money
Conservation of Energy, Technology Absorption and Foreign
deposit have been received under Section 257 of the Companies
Exchange Earnings and Outgo under Section 217 (1)(e) of the
Act, 1956, from the members proposing the candidature of Mr.
Companies Act, 1956, read with Companies (Disclosure of
Ajit Singh as a Director of the Company.
Particulars in the Report of Board of Directors) Rules, 1988.
Directors' Responsibility Statement
1) Conservation of Energy
Pursuant to sub-section (2AA) of Section 217 of the Companies
The manufacturing operations of the Company are not
Act, 1956 it is hereby stated and confirmed that:
energy intensive and do not consume high level of power,
1. in the preparation of the Annual Accounts for the financial however the Company has undertaken appropriate steps
year ended 31st March 2007, all applicable Accounting to conserve the energy.
Standards have been followed along with proper
2) Technology Absorption
explanation relating to material departures;
The Company is not engaged into any technology
2. the appropriate accounting policies have been selected
absorption transaction.
and applied consistently and made judgments and

89
3) Foreign Exchange Earnings and Outgo valuable guidance and the continued support of the Central
Government, State Government, Customers, Bankers, and
There is no information to be provided under the captioned
Suppliers/Vendors and other business partners.
head as there is no Foreign Exchange Earnings and Outgo
during the period under review. The Company shall take Your Directors take note of sincere efforts of the dedicated
appropriate initiatives and measures for the same. employees at all levels who have been responsible for the growth
of the Company.
Particulars of Employees
For and on behalf of the Board
The Company has no employee in respect of whom the
statement under section 217(2A) of the Companies Act, 1956 is
required to be annexed.
(Tarun Oberoi) (Mohan Goenka)
Acknowledgement Director Director

Your Directors take this opportunity to convey their gratitude Place : Gurgaon
and sincere thanks for the unstinted co-operation & assistance, Date : 9th June, 2007

90 CREW MAG EXPORTS LTD.


CREW MAG EXPORTS LTD.

Auditors'
Report

To The Members of d) In our opinion, the Balance Sheet, Profit and Loss
Crew Mag Exports Limited Account and Cash Flow Statement dealt with by the
Report comply with the accounting standards referred
We have audited the attached Balance Sheet of Crew MAG
to in Sub-Section (3C) of Section 211 of the Companies
Exports Limited, as at 31st March, 2007 and Profit & Loss
Act, 1956.
Account and Cash Flow Statement for the year ended on that
date annexed thereto. These financial statements are the e) On the basis of written representation received from
responsibility of the Company's Management. Our responsibility the Directors and taken on record by the Board of
is to express an opinion on these financial statements based on Directors, we report that none of the Directors is
our audit. disqualified as on 31st March, 2007 from being
appointed as a Director in terms of clause (g)of sub
We conducted our audit in accordance with auditing standards
section (1) of section 274 of the Companies Act, 1956.
generally accepted in India. Those standards require that we
plan and perform the audit to obtain reasonable assurance about (f) In our opinion and to the best of our knowledge and
whether the financial statements are free of material information and according to the explanations given
misstatements. An audit also includes assessing the accounting to us, the accounts give the information required by
principles used and significant estimates made by management, the Companies Act, 1956,in the manner so required
as well as evaluating the overall financial statement presentation. and give a true and fair view :-
We believe that our audit provides a reasonable basis for our
(i) In the case of the Balance Sheet, of the state of
opinion.
affairs of the Company as at March 31st, 2007.
1. As required by the Companies (Auditors report) Order, 2003
(ii) In the case of the Profit & Loss Account of the
issued by the Central Government of India in terms of
profit for the year ended on that date.
Section 227(4A) of the Companies Act, 1956, we annex
hereto a statement on the matters specified in paragraph 4 (iii) In the case of the Cash Flow Statement, on the
& 5 of the said order. cash flows for the year ended on that date.

2. Further to our comments in the annexure referred to in


paragraph 1 above :-

a) We have obtained all the information and For ANIL K. GOYAL & ASSOCIATES
explanations which to the best of our knowledge and Chartered Accountants
belief were necessary for the purpose of our audit.

b) In our opinion, proper books of account, as required


(ANIL K. GOYAL)
by Law, have been kept by the Company so far as
Proprietor
appears from our examination of the books.
FCA 71221
c) The Balance Sheet, Profit and Loss Account and Cash
Flow Statement dealt with by this report are in Place : Gurgaon
agreement with the books of account. Date : 9th June, 2007

91
Annexures Referred to in Para 1 of the Auditor's Report to the Members of Crew
Mag Exports Limited Accounts for the Year Ended March 31st, 2007
1) a) The Company has generally maintained proper been entered. According to the information and
records showing full particulars including quantitative explanations given to us, purchase of goods and sale of
details and situation of Fixed Assets. goods and services aggregating during the year to
Rs.5,00,000/- or more in respect of a party in pursuance of
b) The management has physically verified the Fixed
contracts or arrangements entered into the register
Assets at reasonable intervals and no material
maintained under section 301 of the Companies Act, 1956
discrepancies are reported to have been observed on
have been made at prices which are reasonable having
such verification as compared to book records.
regard to prevailing market prices at the relevant time for
c) The Company has not disposed off a substantial part such goods.
of fixed assets during the year and therefore paragraph
6) In our opinion and according to the information and
4(i) (c) of the Companies (Auditor's Report) Order,
explanations given to us, as the Company has not accepted
2003 (hereinafter referred to as the Order) is not
deposits from the public, paragraph 4(vi) of the Order is
applicable.
not applicable.
2) a) The Inventory has been physically verified by the
7) In our opinion the Company has an internal audit system
Management during the year. In our opinion the
that is commensurate with the size and nature of its
frequency of verification is reasonable.
business.
b) In our opinion, the procedures of physical verification
8) We are informed that maintenance of cost records has not
of inventory followed by the Management are
been prescribed by the Central Government under Section
reasonable and adequate in relation to the size of the
209(1)(d) of the Companies Act, 1956 in respect of activities
Company and the nature of its business.
of the Company and therefore paragraph 4(viii) of the Order
c) On the basis of our examination of the inventory is not applicable.
records, in our opinion, the Company is maintaining
9) In our opinion and according to the information and
proper records of inventory. The discrepancies noticed
explanations given to us, the Company is generally regular
on physical verification of inventory as compared to
in depositing undisputed statutory dues including Provident
book records were not material.
Fund, Employees' State Insurance, Income Tax, Wealth Tax,
3) The Company has taken interest free unsecured loan Service Tax, Sales Tax, Custom Duty, Excise Duty, Cess,
amounting to Rs. 436.14 lacs from its parent companies. and other statutory dues, as applicable to its activities, with
The terms and conditions thereof are not prima facie appropriate authorities. There are no arrears of outstanding
prejudicial to the interest of the Company. The Company statutory dues as at 31st March, 2007 for a period of more
has not granted any loans secured or unsecured, to than six months from the date they became payable. As
companies, firms or other parties covered in the register explained to us, there are no disputed dues of Sales Tax,
maintained under section 301 of the Act and therefore Income Tax, Customs Duty, Wealth Tax, Service Tax, Excise
paragraph 4(iii) of the order is not applicable. Duty and Cess that have not been deposited on account of
any dispute and therefore paragraph 4(ix)(b) of the Order
4) In our opinion, and according to information and
is not applicable.
explanations given to us, there are adequate internal control
procedure commensurate with the size of the Company 10) The Company has no accumulated losses as at the end of
and the nature of its business for the purchase of stores & the financial year and the Company has not incurred cash
spare parts, fixed assets , and with regard to sale of products losses in the current financial year as well as in the
and there are no major internal control weaknesses in immediately preceding financial year.
regard thereto. 11) The Company has not taken any loan from bank/financial
5) The transactions that need to be entered into a register in institution and therefore paragraph 4(xi) of the Order is
pursuance of section 301 of the Companies Act, 1956 have not applicable.

92 CREW MAG EXPORTS LTD.


CREW MAG EXPORTS LTD.

12) The Company has not granted any loans or advances on Companies Act, 1956 and therefore paragraph 4(xviii) of
the basis of security by way of pledge of shares, debentures the Order is not applicable.
and other securities and therefore paragraph 4(xii)of the
19) The Company has not issued any debentures during the
Order is not applicable.
year and therefore paragraph 4(xix) of the Order is not
13) The provisions of any special statute applicable to chit fund applicable.
and nidhi/mutual benefit fund/society are not applicable
20) The Company has not raised any money by way of public
to the Company and therefore paragraph 4(xiii) of the Order
issue during the year and therefore paragraph 4(xx) of the
is not applicable.
Order is not applicable.
14) The Company is not dealing or trading in shares, securities,
21) During the course of our examination of the books and
debentures and other investments and therefore paragraph
records of the Company, carried out in accordance with
4(xiv) of the Order is not applicable.
the auditing standards generally accepted in India, we have
15) According to the information and explanations given to neither come across any instance of fraud on or by the
us, the Company has not given any guarantee for loans Company, noticed or reported during year nor we have
taken by others from bank or financial institutions and been informed of such case by the Management.
therefore paragraph 4(xv) of the Order is not applicable.

16) The Company has not availed any term loans from the
bank during the year and therefore paragraph 4(xvii) of For ANIL K. GOYAL & ASSOCIATES
the Order is not applicable. Chartered Accountants

17) Based on examination of documents and records made


available and on the basis of information and explanations
given to us, the Company has not used funds raised on
(ANIL K. GOYAL)
short term basis for long term investments and vice versa.
Proprietor
18) According to the information and explanations given to FCA 71221
us, the Company has not made any preferential allotment
of shares during the year to parties and companies covered Place : Gurgaon
in the Register maintained under section 301 of the Date : 09th June, 2007

93
Balance Sheet
as at March 31, 2007

Schedule Amount (Rs.)


March 31, 2007

SOURCES OF FUNDS
SHAREHOLDERS FUNDS
Share Capital
(including share application money of Rs. 75,00,000) 1 8,000,000
Reserves & Surplus –
LOAN FUNDS
Secured Loans –
Unsecured Loans 2 44,655,557
DEFERRED TAX LIABILITY –
TOTAL 52,655,557
APPLICATION OF FUNDS
FIXED ASSETS 3
Gross Block 4,224,000
Net Block 4,224,000
CURRENT ASSETS, LOANS & ADVANCES
Inventories –
Sundry Debtors –
Cash & Bank Balances 4 441,246
Loans & Advances 5 8,950,000
9,391,246
LESS : CURRENT LIABILITIES & PROVISIONS
Current Liabilities 6 311,398
Provisions –
311,398
NET CURRENT ASSETS 9,079,848
TOTAL ASSETS 13,303,848
MISCELLANEOUS EXPENDITURE
Pre - operative Expenses 7 39,351,709
Profit & Loss Account –
TOTAL 39,351,709
TOTAL 52,655,557
Significant Accounting Policies and Notes forming
part of the Accounts 8
The Schedules referred to above form an integral
part of the Balance Sheet.

For Anil K. Goyal & Associates


Chartered Accountants For and on behalf of the Board

(Anil K. Goyal) (Tarun Oberoi) (Mohan Goenka)


Proprietor Director Director
FCA 71221

Place : Gurgaon
Date : 9th June, 2007

94 CREW MAG EXPORTS LTD.


CREW MAG EXPORTS LTD.

Cash Flow Statement


For The Period Ended 31st March, 2007

Amount (Rs.)
31-Mar-2007
A. Cash flow from operating activities:
Net (loss)/profit before tax but after exceptional/extraordinary items –
Adjustments for:
Any other non cash Item –
Operating profit before working capital changes –
Adjustments for changes in working capital :
– (INCREASE)/DECREASE in Other Receivables (8,950,000)
– (INCREASE)/DECREASE in Inventories –
– INCREASE/(DECREASE) in Trade and Other Payables 311,398
Cash generated from operations (8,638,602)
Net cash from operating activities (8,638,602)
B. Cash flow from Investing activities:
Purchase of fixed assets (4,224,000)
Pre - Operative Expenses (39,351,709)
Net cash used in investing activities (43,575,709)
C. Cash flow from financing activities:
Proceeds from fresh issue of Share Capital (including Share Premium ) 8,000,000
Proceeds from long term borrowings 44,655,557
Net cash used in financing activities 52,655,557
Net Increase/(Decrease) in Cash & Cash Equivalents 441,246
Cash and cash equivalents as at 17.11.06 –
Cash and cash equivalents as at 31.03.2007 441,246
Cash and cash equivalents comprise
Cash, Cheques & Drafts (in hand) and Remittances in Transit 106,000
Balance with Banks 335,246
Cash and cash equivalents as at 31.03.2007 441,246

Notes :
1. The above Cash flow statement has been prepared under the indirect method setout in AS-3 issued by the Institute
of Chartered Accountants of India.
2. Figures in brackets indicate cash outgo.

For Anil K. Goyal & Associates


Chartered Accountants For and on behalf of the Board

(Anil K. Goyal) (Tarun Oberoi) (Mohan Goenka)


Proprietor Director Director
FCA 71221
Date : 9th June, 2007
Place : Gurgaon

95
Schedules
Forming part of the Financial Statements

Amount (Rs.)
March 31, 2007

SCHEDULE : 1

SHARE CAPITAL

AUTHORISED SHARE CAPITAL

70,00,000 Equity Shares of Rs. 10/- each 70,000,000

TOTAL 70,000,000

ISSUED, SUBSCRIBED & PAID UP

50,000 Equity Shares of Rs. 10/- each fully paid up. 500,000
Share Application Money 7,500,000

TOTAL 8,000,000

SCHEDULE : 2

RESERVES & SURPLUS

Crew BOS Product Ltd 22,113,622


Leather Crafts (India) P. Ltd 22,541,935

TOTAL 44,655,557

96 CREW MAG EXPORTS LTD.


Schedules forming part of the Financial Statements
SCHEDULE : 3
FIXED ASSETS Amount (Rs.)
PARTICULARS GROSS BLOCK DEPRECIATION NET BLOCK

ADDITIONS DEPRECIATION DEPRECIATION


RATE OF AS ON DURING SALES/ AS ON AS ON FOR THE ON SALES / AS ON AS ON
DEPR. 01/04/2006 THE YEAR ADJUSTMENT 31/03/2007 01/04/06 YEAR ADJUSTMENT 31/03/2007 31/03/2007

FACTORY BUILDING 3.34% 3,132,000 – 3,132,000 – – 3,132,000

COMPUTER 16.21% 604,000 – 604,000 – – 604,000

ELECTRICAL FITTINGS 6.33% 32,000 – 32,000 – – 32,000

VEHICLES- MOTOR CAR 9.50% 396,000 – 396,000 – – 396,000

OFFICE EQUIPMENTS -
Phones 16.21% 60,000 – 60,000 – – 60,000

TOTAL – 4,224,000 – 4,224,000 – – – – 4,224,000

PREVIOUS YEAR – – – – – – – – –
CREW MAG EXPORTS LTD.

97
Schedules
Forming part of the Financial Statements

Amount (Rs.)
March 31, 2007
SCHEDULE : 4

CASH & BANK BALANCES


Cash in Hand 106,000
Bank Balance with Citi Bank 335,246

TOTAL 441,246

SCHEDULE : 5

LOANS & ADVANCES


(Unsecured, Considered good)
Rent Deposit 1,200,000
Advance Against Land 7,500,000
Rent Advance 250,000

TOTAL 8,950,000

SCHEDULE : 6

CURRENT LIABILITIES
Sundry Creditors 2,800
Other Liabilities 308,598

TOTAL 311,398

SCHEDULE : 7

Pre-operative Expenses
Auditor's Remuneration 33,672
Board Meeting 11,504
Business Promotion 43,000
Communication 156,333
Consultancy 2,820,996
Electricity, Power & Fuel 335,000
Foreign Travelling 1,369,179
Guest House 68,749
Trial & Machine Setup Charges 14,330,290
Printing & Stationary 2,100
Preliminary Expenses 27,600
Rent 3,811,871
Repair & Maintenance 197,000
Salary 8,429,241
Sample Development Charges 5,564,902
Telephone Expenses 83,000
Travelling & Conveyance 51,000
Trial Run 2,016,273

TOTAL 39,351,709

98 CREW MAG EXPORTS LTD.


CREW MAG EXPORTS LTD.

Schedules
Forming part of the Financial Statements
SCHEDULE : 8

SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF THE ACCOUNTS

A. SIGNIFICANT ACCOUNTING POLICIES

1. Basis of Accounting
The Financial Statement are prepared on accrual basis under the historical cost convention in accordance with applicable
Accounting Standards issued by The Institute of Chartered Accountants of India and relevant presentational requirements
of the Companies Act, 1956.
The Company has not started commercial production henceforth the expenses incurred by the company are appropriately
recorded as Pre - operative expenses.
2. Revenue Recognition
Sales are recognized upon the transfer of significant risks and rewards of ownership to the customers. Cost of samples
developed and supplied is recognized on accrual basis net of recoveries. However the company has not started commercial
production .Sample development and delivery costs with recoveries are booked at net.
3. Fixed Assets
Fixed Assets are stated at actual cost of acquisition inclusive of taxes, duties, freight and any directly attributable cost of
bringing the assets to their working condition for intended use.
4. Depreciation
Depreciation on fixed assets is provided on the SLM Method at the rates and in the manner prescribed in Schedule XIV of
the Companies Act, 1956. Since the company has not started commercial production the same are recorded as pre-
operative expenses.
5. Inventories
a. Raw materials are valued at weighted average cost.
b. Semi finished goods are valued at cost up to estimated stage of process.
c. Finished Goods are valued at lower of cost and net realizable value.
However the company has not started commercial production and no inventory was lying with it.
6. Foreign Exchange Transactions
Transactions in foreign currencies are recorded at the rate prevailing on the date of the transactions. Monetary items are
translated at the exchange rates prevailing at the end of the year and the gain/loss arising on such translation is credited /
charged to the profit and loss account. Exchange differences, relating to fixed assets are adjusted to the carrying cost of the
assets.
In case of Forward Exchange Contract, the cost of contract is amortized over the period of contract. Any profit or loss
arising on the cancellation or renewal of a forward exchange contract is recognized as income or expense for the year,
except in case of forward exchange contract relating to liabilities incurred for acquiring fixed assets from outside India, in
which case, such profit or loss is adjusted in the cost of fixed assets.
7. Retirement Benefits
The company's contribution to defined contribution schemes such as provident fund and family pension fund are debited
to pre-operative expenses. Provision for liabilities in respect of gratuity & leave encashment benefit are made on accrual
basis and debited to pre-operative expenses.
8. Taxation
Current Tax
Provision for current tax is computed on the basis of tax payable on estimated taxable income and fringe benefit computed
in accordance with the applicable provisions of Income Tax Act 1961, after considering the benefit available under the
said Act.

99
Schedules
Forming part of the Financial Statements
Deferred Tax
In accordance with Accounting Standard -22 "Accounting for Taxes on Income", issued by the Institute of Chartered
Accountants of India, the deferred tax for timing differences between the book and tax profits for the year is accounted for
using the tax rates and laws that have been enacted or substantially enacted as of the balance sheet date.
Deferred Tax Assets arising from temporary timing differences are recognized to the extent there is reasonable certainty
that the asset can be realized in future.

B. NOTES TO THE ACCOUNTS.


1. The Company was incorporated on November 17, 2006, as per Certificate of Incorporation issued by the Registrar of
Companies Delhi & Haryana, in the name & style M/s Crew MAG Exports Limited under Chapter IX of the Companies Act
1956. All the assets of the company has been provided by Crew B.O.S. Products Ltd and Leather Crafts (India) Pvt. Ltd.
The Expenses incurred by Leather Craft (India) Pvt. Ltd. & Crew B.O.S Products Ltd. on behalf of the company has been
accounted for by the company. No TDS has been deducted by the company as on these expenses as both Leather Craft
(India) Pvt. Ltd. and Crew B.O.S Products Ltd. has already deducted & deposited TDS there on. As per Legal opinion
obtain by the company no TDS is applicable on such expenses.
2. In the opinion of the Board of Directors the current assets, loan and advances have a value on realization in the ordinary
course of business at least equal to the amount at which they are stated in the Balance Sheet and provision for all known
liabilities have been made.
3. The Company has not started any commercial operation during the year therefore all the expenses including trial run &
Machinery set up has been considered as pre-operative and shall be capitalized upon start of commercial operation.
In view of the absence of Commercial Production, no Profit & Loss Account has been prepared.
4. The various Debit & Credit balances are subject to confirmation.
There is no small scale undertaking to whom company owes and which is outstanding for more than 30 days as at March
31, 2007.
5. Payment to Auditors (including service tax) : (Amount in Rs.)
Particulars For the year ended
March 31, 2007
Audit Fee 30,000.00
Income Tax Matters Nil
Other Matters Nil
Service Tax 3,672.00
TOTAL 33,672.00
6. Related Party Disclosure: (Amount in Lakhs)
Name of the Party Nature of Relationship Nature of Transaction For the year Ended
March 31, 2007
Crew B.O.S Products Ltd. Holding Company Capital Contribution 2.55
Reimbursement of Expenses 212.87
Interest payment 6.48
Share application Money 75.00
Leather Craft (India) Pvt. Ltd. Associated Company Pre-operatives Exp. 163.42
Rent Deposit 12.00
Fixed Assets 42.24
Advance Rent 2.50

7. Additional information pursuant to paragraph 3, 4C & 4D of Part II of Schedule VI of the Companies Act, 1956.
The company is under the process of setting up plant & machinery henceforth the below mentioned paragraphs are not
applicable.

100 CREW MAG EXPORTS LTD.


CREW MAG EXPORTS LTD.

Schedules
Forming part of the Financial Statements
A) Licensed and installed capacity and production (As Certified by the Management)
Description Current Year Current Year
Licensed Capacity Production(Qty. in No.)
Home Furnishing N.A. N.A.
Others N.A. N.A.

B) Raw Material Consumed


Product Unit Consumption
For the year Ended
March 31, 2007
Qty. Amount
Leather Sqft. N.A. N.A.
Fabrics Meter N.A. N.A.
Others N.A. N.A.

C) Composition of Raw Material consumed


% Value (Rs.)
Indigenous N.A. N.A.
Imported N.A. N.A.
Total N.A. N.A.

D) Statement of Sales & Closing Stock of Finished Goods of Manufacturing items


For the year Ended March 31, 2007
Item Opening Stock Turnover Closing Stock
Unit Qty. Amount Qty. Amount Qty. Amount
Home Furnishing Nos. – – – – – –
Others Nos. – – – – – –
Total – – – – – – –

E). Expenditure in Foreign Currency


Expenditure For the year Ended March 31, 2007
Raw-Material –
F). Earning in Foreign Currency
Earnings For the year Ended March 31, 2007
Export Sales (FOB) –
8. This is the first financial year of the company therefore corresponding amount for immediately preceding financial year
has not been given.

For Anil K. Goyal & Associates


Chartered Accountants For and on behalf of the Board

(Anil K. Goyal) (Tarun Oberoi) (Mohan Goenka)


Proprietor Director Director
FCA 71221

Place : Gurgaon
Date : 9th June, 2007

101
Additional Information Pursuant
to the provisions of part-iv of schedule vi of the companies act, 1956.

Balance Sheet Abstract and Company’s General business profile (Amount in Rs. Thousands)
I. Registration Details
Registration No. 155621
State Code 55
Balance Sheet Date 31.03.2007
II. *Capital raised during the year (Amount in Rs. Thousands)
Public Issue NIL
Rights Issue NIL
Bonus Issue NIL
Private Placement NIL
III. Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands)
Total Liabilities 52,655
Total Assets 52,655
Source of Funds
Paid-up Capital 500
Share Application Money 7,500
Reserves & Surplus NIL
Secured Loans NIL
Unsecured Loans 44,655
Deferred Tax Liability NIL
Application of Funds
Net Fixed Assets 4,224
Investments NIL
Net Current Assets 9,080
Misc. Expenditure 39,352
Accumulated Losses NIL
IV. Performance of Company (Amount in Rs. Thousands)
Turnover NIL
Total Expenditure NIL
Profit/(Loss) before tax NIL
Profit/(Loss) after tax NIL
Earning per Share (Basic& Diluted)) in Rs. NIL
Dividend rate % NIL
V. Generic Names of Three Principal Products/Services of Company
Item Code No. (ITC Code) Product Description
640320 Footwear

* The Company had issued 40,000 Equity Shares @ Rs. 10/- each to increase the paid up capital to Rupees 5 lacs pursuant to
change in status of the Company from "Private" to Public in terms of Section 3 (1)(iv) of the Companies Act, 1956.

For and on behalf of the Board

For Anil K. Goyal & Associates


Chartered Accountants

(Anil K. Goyal) (Tarun Oberoi) (Mohan Goenka)


Proprietor Director Director
FCA 71221
Date : 9th June, 2007
Place : Gurgaon

102 CREW MAG EXPORTS LTD.


CREW B.O.S. FAR EAST LIMITED, HONK-KONG

Directors'
Report
The directors have pleasure in submitting their report and the In accordance with Article 7 of the Company's Articles of
audited financial statements for the year ended 31 December Association, all directors retire and, being eligible, offer
2006. themselves for re-election.
PRINCIPAL ACTIVITY Directors’ interest in contracts
The company was engaged in trading of leather watch-strap. Except as mentioned in note 11 of the financial statements, no
contracts of significance to which the Company was a party
RESULTS AND APPROPRIATIONS
and in which a director had a material interest, subsisted at the
The results of the company for the year ended 31 December end of the year or at any time during the year.
2006 and the state of its affairs at that date are set out in the
At no time during the year was the company a party to any
financial statements on pages 105 to 108.
arrangements to enable the directors of the company to acquire
The Directors do not recommend the payment of dividend for benefits by means of the acquisition of shares in, or debenture
the year ended 31 December 2006. of the company or any other body corporate.
PROPERTY, PLANT AND EQUIPMENT AUDITORS
Details of movements in the property, plant and equipment of The financial statements have been audited by Messrs. Chan &
the company during the year are set out in note 6 to the financial Man, Certified Public Accountants (Practising), who retire and,
statements. being eligible, offer themselves for re-appointment.
DIRECTORS

The Directors held office during the year and up to the report
date were as follows:-
For and on behalf of the Board
BARTHOLOMEW, Robin nd
Dated : 22 May, 2007 (Tarun Oberoi)
OBEROI, Tarun Place : Gurgaon, India Chairman
NIKORE, Puneet (Resigned on 9 October 2006)

103
Auditor's
Report
We have audited the financial statements of Crew B.O.S. Far An audit involves performing procedures to obtain audit
East Limited (the "company") set out on pages 105 to 106, which evidence about the amounts and disclosures in the financial
comprise the company balance sheets as at 31 December 2006, statements. The procedures selected depend on the auditor's
and the income statement, the statement of changes in equity judgment, including the assessment of the risks of material
and the cash flow statement for the period then ended, and a misstatement of the financial statements, whether due to fraud
summary of significant accounting policies and other or error. In making those risk assessments, the auditor considers
explanatory notes. internal control relevant to the entity's preparation and true and
fair presentation of the financial statements in order to design
Directors' responsibility for the financial statements
audit procedures that are appropriate in the circumstances, but
The directors of the company are responsible for the preparation not for the purpose of expressing an opinion on the effectiveness
and the true and fair presentation of these financial statements of the entity's internal control. An audit also includes evaluating
in accordance with Hong Kong Financial Reporting Standards the appropriateness of accounting policies used and the
issued by the Hong Kong Institute of Certified Public Accountants reasonableness of accounting estimates made by the directors,
and the Hong Kong Companies Ordinance. This responsibility as well as evaluating the overall presentation of the financial
includes designing, implementing and maintaining internal statements.
control relevant to the preparation and the true and fair
We believe that the audit evidence we have obtained is sufficient
presentation of financial statements that are free from material
and appropriate to provide a basis for our audit opinion.
misstatement, whether due to fraud or error; selecting and
applying appropriate accounting policies; and making Opinion
accounting estimates that are reasonable in the circumstances.
In our opinion, the financial statements give a true and fair view
Auditors' responsibility of the state of the company's affairs as at 31 December 2006
and of its profit and cash flows for the year then ended in
Our responsibility is to express an opinion on these financial
accordance with Hong Kong Financial Reporting Standards and
statements based on our audit. We conducted our audit in
have been properly prepared in accordance with the Hong Kong
accordance with Hong Kong Standards on Auditing issued by
Companies Ordinance.
the Hong Kong Institute of Certified Public Accountants. Those
standards require that we comply with ethical requirements and
plan and perform the audit to obtain reasonable assurance as to Certified Public Accountants
whether the financial statements are free from material Dated: 22nd May, 2007 (Practising)
misstatement. Place: Hong Kong Chan & Man

104 CREW B.O.S. FAR EAST LIMITED, HONK-KONG


CREW B.O.S. FAR EAST LIMITED, HONK-KONG

Income Statement
For the year ended 31 December, 2006
(Expressed in HK$)
NOTE 01.01.2006 10.01.2005
Particulars to 31.12.2006 to 31.12.2005
HK$ HK$
TURNOVER 2 3,959,871 3,972,298
COST OF SALES (3,075,875) (3,597,393)
GROSS PROFIT 883,996 374,905
OTHER REVENUE 29,866 –
ADMINISTRATIVE AND OPERATING EXPENSES (881,074) (353,330)
PROFIT FROM OPERATION 32,788 21,575
FINANCE COST 3 (2,823) (2,226)
PROFIT BEFORE TAXATION 4 29,965 19,349
TAXATION 5 (5,244) (6,626)
PROFIT FOR THE YEAR/PERIOD, ACCUMULATED 24,721 12,723

Balance Sheet as at 31 December, 2006


Particulars NOTE 2006 2005
HK$ HK$
NON-CURRENT ASSETS
Properties, plant and equipment 6 13,719 2,400
CURRENT ASSETS
Stocks 7 875,945 683,340
Deposit paid 4,570 7,500
Trade receivables 534,455 1,659,122
Prepayment 1,000 –
Cash at bank 231,198 578,697
Tax prepaid 3,145 –
1,650,313 2,928,659
CURRENT LIABILITIES
Amounts due to the holding company 797,242 779,044
Trade payables 343,154 1,302,473
Accrued charges 476,175 822,443
Provision for taxation – 6,374
(1,616,571) (2,910,334)
NET CURRENT ASSETS 33,742 18,325
NON-CURRENT LIABILITIES
Deferred tax 8 (2,267) (252)
NET ASSETS 45,194 20,473
CAPITAL AND RESERVES
SHARE CAPITAL 9 7,750 7,750
ACCUMULATED PROFITS 37,444 12,723
SHAREHOLDERS' FUND 45,194 20,473

Approved by the Board of Directors on 22nd May 2007

(Tarun Oberoi) (Robin Bartholomew)


Director Director

105
Cash Flow Statement
for the year ended 31 December, 2006
01.01.2006 10.01.2005
Particulars to 31.12.2006 to 31.12.2005
HK$ HK$
OPERATING ACTIVITIES

Profit from operations 29,965 19,349


Adjustments for:
Depreciation 6,559 600
Operating cash flows before movements in working capital 36,524 19,949
Changes in stocks (192,605) (683,340)
Changes in deposit paid 2,930 (7,500)
Changes in trade receivables 1,124,667 (1,659,122)
Changes in prepayment (1,000) –
Changes in amount due to the holding company 18,198 779,044
Changes in trade payables (959,319) 1,302,473
Changes in and accrued charges (346,268) 822,443
Cash (used in)/from operations (316,873) 573,947
Profits tax paid (12,748) –
Net cash (used in)/from operating activities (329,621) 573,947
INVESTING ACTIVITIES
Purchases of fixed assets (17,878) (3,000)
FINANCING
Issue of ordinary shares – 7,750
NET INCREASE IN CASH AND CASH EQUIVALENTS (347,499) 578,697
CASH AND CASH EQUIVALENTS BROUGHT FORWARD 578,697 –
CASH AND CASH EQUIVALENTS CARRIED FORWARD 231,198 578,697
CASH AND CASH EQUIVALENTS AT END OF PERIOD
Cash at banks 231,198 578,697

Statement of changes in Equity


for the year ended 31 December, 2006
Particulars Share Accumulated
Capital profits Total

HK$ HK$ HK$

Net profit for the period – 12,723 12,723

Issue of ordinary share 7,750 – 7,750

Balance at 31 December 2005 7,750 12,723 20,473

Net profit for the year – 24,721 24,721

Balance at 31 December 2006 7,750 37,444 45,194

106 CREW B.O.S. FAR EAST LIMITED, HONK-KONG


CREW B.O.S. FAR EAST LIMITED, HONK-KONG

Notes to the Financial Statements


for the year ended 31 December, 2006
1. PRINCIPAL ACCOUNTING POLICIES recoverable amount of an assets is estimated to be less
(a) Basis of preparation than its carrying amount, the carrying amount of the
asset is reduced to its recoverable amount. Impairment
The significant accounting policies that have been used
losses are recognised as an expense immediately,
in the preparation of these financial statements are
unless the relevant asset is carried at a revalued amount
summarised below.
under another accounting standard, in which case the
The financial statements have been prepared on the impairment loss is treated as a revaluation decrease
historical cost basis except for the revaluation of certain under that accounting standard.
properties and certain financial assets and liabilities.
(f) Stocks
The measurement bases are fully described in the
accounting policies below. Stocks are valued on the first-in, first-out basis, at the
lower of cost and net realisable value, after making
It should be noted that accounting estimates and
due allowance for any obsolete or slow-moving items.
assumptions are used in preparation of the financial
In the case of finished goods and work in progress,
statements. Although these estimates are based on
cost includes direct materials, direct labour and an
management's best knowledge of current events and
appropriate proportion of manufacturing overheads.
actions, actual results may ultimately differ from those
Net realisable value is determined by reference to
estimates.
estimated selling prices less all further costs to
(b) Revenue recognition completion and costs to be incurred in selling and
Sales of goods are recognised upon transfer of risk to distribution.
the customer and collectibility of the related (g) Deferred taxation
receivables is reasonably assured.
Pursuant to the HKAS 12, deferred taxation is provided
(c) Property, plant and equipment in full, using the liability method, for all temporary
Property, plant and equipment are stated at cost less differences arising between the tax bases of assets and
accumulated depreciation. The cost of an asset liabilities and their carrying values in the accounts.
comprises its purchase price and any directly Deferred tax liabilities are provided in full on all taxable
attributable costs of bringing the assets to its working temporary differences while deferred tax assets are
condition and location for its intended use. recognised to the extent that it is probable that future
Expenditure incurred after the fixed assets have been taxable profits will be available against which the
put into operation, such as repairs and maintenance, deductible temporary difference can be utilised.
is normally charged to the profit and loss account in (h) Cash equivalents
the year in which it is incurred. In situations where it
Cash equivalents represent short term highly liquid
can be clearly demonstrated that the expenditure has
investments which are readily convertible into known
resulted in an increase in the future economic benefits
amounts of cash and which are within three months of
expected to be obtained from the use of the machinery,
maturity when acquired, less advances from banks
equipment and motor vehicle, the expenditure is
repayable within three months from the date of the
capitalised as an additional cost thereof.
advance.
Depreciation is calculated on the straight-line basis to
2. TURNOVER
write off the cost of each asset over its estimated useful
An analysis of the Company’s revenue is as follows:
life. The principal annual rates used for this purpose
are as follows: 01.01.2006 10.01.2005
to 31.12.2006 to 31.12.2005
Office equipment 20%
HK$ HK$
Computer equipment 33.33%
Sales of goods 3,959,871 3,972,298
(d) Foreign currencies
Foreign currency transactions are recorded at the 3. FINANCE COST
applicable rates of exchange ruling at the transaction Bank charge 2,823 2,226
dates. Monetary assets and liabilities denominated in
foreign currencies at the balance sheet date are 4. PROFIT BEFORE TAXATION
translated at the applicable rates of exchange ruling at Profit before taxation is arrived at after charging/Crediting:
that date. Exchange differences are dealt with in the
Auditors' remuneration 15,618 15,540
profit and loss account.
Consultancy fee 284,182 133,076
(e) Impairment
Depreciation 6,559 600
At each balance sheet date, the company reviews the
carrying amounts of its tangible and intangible assets Finance cost (Note 3) 2,823 2,226
to determine whether there is an indication that those Exchange gain (4,555) –
assets have suffered any impairment loss. If the Sundry income (25,311) –

107
Notes to the Financial Statements
for the year ended 31 December, 2006
5. TAXATION 8. DEFERRED TAX
Hong Kong profits tax has been provided at the rate of The deferred tax assets and liabilities are offset when there
17.5% (2005: 17.5%) on the estimated assessable profits is a legally enforceable right to set off and when the deferred
arising in or derived from Hong Kong during the year. income taxes relate to the same fiscal authority. The
Overseas tax is provided in accordance with the legislation following amounts determined after appropriate offsetting,
and tax rates prevailing in the respective overseas countries. are shown in the balance sheet:-
01.01.2006 10.01.2005 2006 2005
to 31.12.2006 to 31.12.2005
HK$ HK$ HK$ HK$
Hong Kong profits tax 3,229 6,374 Deferred tax liabilities 2,267 252
Deferred tax assets – –
Deferred tax (note 8) 2,015 252
2,267 252
5,244 6,626
Movements in net deferred liabilities/(assets) are as follows:-
Reconciliation between the company's actual tax charge
and accounting profit at applicable tax rates: Balance brought forward 252 –
Transfer to income statement 2,015 252
Profit before tax 29,965 19,349
Balance carried forward 2,267 252
17.5% tax thereon
Analysis of net deferred tax
profit before tax 5,243 3,386
liabilities/(assets):-
Tax effect of non-deductible
Accelerated depreciation
expenses – 3,240
allowance 2,267 252
Other temporary differences (2,014) (252)
11.SHARE CAPITAL
Actual tax expense 3,229 6,374 2006 2005

6. PROPERTIES, PLANT AND EQUIPMENT HK$ HK$


Authorised, issued
Office Computer
and fully paid:
equipment equipment Total
1,000 Ordinary shares of
HK$ HK$ HK$
USD1.00 each 7,750 7,750
Cost
As at 01.01.2006 3,000 – 3,000 12.DIRECTORS’ REMUNERATION
Addition – 17,878 17,878 No remuneration was paid or payable to the directors which
As at 31.12.2006 3,000 17,878 20,878 need to be disclosed pursuant to Section 161 of the
Accumulated depreciation Companies Ordinance.
As at 01.01.2006 600 – 600
13.RELATED PARTY TRANSACTIONS
Charge for the year 600 5,959 6,559 During the year, the company undertook the following
As at 31.12.2006 1,200 5,959 7,159 transactions with related party in the normal course of its
Net book value business:-
As at 31.12.2006 1,800 11,919 13,719 01.01.2006 10.01.2005
to 31.12.2006 to 31.12.2005
As at 31.12.2005 2,400 – 2,400
HK$ HK$
7. STOCKS
Sale to the holding company 131,247 –
2006 2005 Purchase from the
HK$ HK$ holding company 1,087,717 1,394,100
Raw materials 467,160 231,387 Consultancy fee paid
to holding company 282,182 133,076
Work in progress 130,599 –
Finished goods 278,186 451,953 14.HOLDING COMPANY
The directors consider the holding company to be Crew
875,945 683,340
B.O.S. Products Limited, incorporated in India.

108 CREW B.O.S. FAR EAST LIMITED, HONK-KONG


La Tatva S.r.l., Italy

Balance Sheet as at
31 December, 2006
(Expressed in EURO)
Assets 31/12/2006 31/12/2005
Fixed assets
Intangible assets 8.225 8.225
8.225 8.225
Total fixed assets 8.225 8.225
Current assets
Accounts receivable
– falling due within one year 1.136 1.135
Liquid assets 3.079 7.485
Total current assets 4.215 8.620
Total assets 12.440 16.845
Liabilities
Shareholders' equity
I. Share capital 10.000 10.000
II. Other reserves 10 5.001
III. Retained earnings (loss ) carry forwards (2.270) (2.270)
IV. Profit (loss) for the year (5.605) (4.991)
Total shareholders' equity 2.135 7.740
Accounts Payables
– falling due within one year 10.305 9.105
10.305 9.105
Total shareholders' equity and liabilities 12.440 16.845

Profit and loss account for the period ended 31 December, 2006
31/12/2006 31/12/2005
Revenues
Sales – –
Other Income 1 1
Total revenues 1 1
Expenses
Services 3.865 3.441
Miscellaneous running costs 1.391 1.220
Other extraordinary costs 24 5
Total expenses 5.280 4.666
Difference between revenues and expenses (5.279) (4.665)
Taxes on the income for the year, correnti, differite e anticipate
– Current taxes 326 326
326 326
Profit (loss) of the year (5.605) (4.991)

The Chairman of the Board of Directors


Tarun Oberoi

109
Supplementary Notes
to the Financial Statements as at December 31, 2006
Introduction No depreciation has been calculated for these assets, because
no revenue was made.
The company carries out activity of manufacture and sale only
abroad of leather goods and by-products. Receivables
The Financial Statements as at December 31, 2006, of which They are entered at nominal value.
the present Notes represent an integral part according to art. Payables
2423 of the Italian Civil Code, show a loss of Euro 5.605.
They are entered at nominal value.
The loss pust the company in the position provided for by the Income tax
article 2482-ter of the Civil Code.
The provision for taxes has been set aside on an accruals' basis
Criteria for drawing up and includes accruals in respect of the taxes paid or to be paid
These financial statements have been drawn up in an for the business year, determined in accordance with current
abbreviated form, as the requirements of article 2435 bis, sub- rules for non operating companies, on the basis of minimum
paragraph 1 of the Italian Civil Code are fulfilled; therefore the income determined on a lump sum basis according to art. 3,
Annual Management Report has not been drawn up. par. 37 of Law 662/96.

In order to complete the necessary information we wish to Furthermore we wish to point out that deferred tax assets
point out that according to article 2428, section 3) and 4) of deriving from tax losses that can be carried forward have not
the Italian Civil Code, the company does not own, neither been recorded for prudence.
through a trust company nor a third party, shares of controlling Assets
companies, and that the company has not purchased or sold,
A. Fixed assets
neither through a trust company nor a third party, shares of
controlling companies during the business year. i. Intangible assets
Balance as at Balance as at Difference
Valuation criteria
31/12/2006 31/12/2005
The criteria used for drawing up the financial statements ended
8.225 8.225 –
December 31, 2006 have been applied consistently with the
prior year, in particular as regards valuation made and Development of intangible assets
continuity of the same principles. Cost Value as Increase Decrease Depreciation Value
The valuation of the items of the financial statements has been description 31/12/2005 of the of the of the 31/12/2006
made on a prudent and accrual basis. year year year
Due to the application of the principle of prudence the elements Start-up 8.225 – – – 8.225
of the single items of assets or liabilities have been valued and
individually, in order to avoid compensation between losses expansion
that should have been acknowledged and income that should
not be acknowledged as it has not been realised. 8.225 – – – 8.225
In compliance with the principle of accounting on an accrual The item is completely made up of charges regarding the
basis, the effects of transactions and other events have been setting-up of the company.
recorded in the accounts and attributed to the period said
transactions and events refer to, and not to the one the relating No depreciation has been calculated on such charges, as
movements are actually performed (collections and payments). explained in another part of these Notes.
Continuity in the application of methods of allocation over a B. Current assets
period of time in fact represents a necessary element for the ii. Receivables
purposes of the comparability of a company's Financial Balance as at Balance as at Difference
Statements over different financial periods. 31/12/2006 31/12/2005
Exceptions
1.135 1.135 1
There have been no exceptional cases that would have required
exceptions according to art. 2423 of the Italian Civil Code from The balance according to the expiry dates is a follows:
the provisions of law concerning Financial Statements. Description Within Beyond Beyond Total
In particular, the following criteria have been applied: 12 months 12 months 5 years

Fixed assets From parent


company 1.135 – – 1.135
Intangible assets
Per crediti tributari 1 – – 1
They are recorded at their purchase value.
1.136 – – 1.136

110 La Tatva S.r.l., Italy


La Tatva S.r.l., Italy

Supplementary Notes
to the Financial Statements as at December 31, 2006
The following table shows a break-down of the accounts Changes occurred in the shareholder equity are set out in the
receivable as at December 31, 2006 by geographical area. table below:
Receivables Trade Controlled Affiliated Parent Other Total Share Legal Other Profit Result Total
by geographical receivables companies companies companies receivables capital reserve reserves (loss) of the
area carried year
Extra UE – – – 1.135 – 1.135 forward
Italia – – – – 1 1 At the closing
of the prior
Total – – – 1.135 1 1.136
year 10.000 – 5.001 (2.270) (4.991) 7.740
Receivable for Euro 1.135 derives from payments made on Appropriation
behalf of the parent company Crew B.O.S. Products Limited. of the result
of the year 4.991 4.991
Receivable for Euro 1 derives from the result between the
– dividend payment –
advance payment of IRES and withholding taxes for Euro 327,
– other appropriations –
net of IRES tax debt for Euro 326.
Other changes (4.991) (4.991)
There are no receivables in foreign currency that would have
Result of current year (5.605) (5.605)
required conversion as at December 31, 2006.
At the closing
III. Liquidity position of the current
year 10.000 – 10 (2.270) (5.605) 2.135
Balance as at Balance as at Difference
31/12/2006 31/12/2005 The share capital is composed as follows:
3.079 7.485 (4.406) Quotas Nominal value in Euro
Quotas 10.000
Description 31/12/2006 31/12/2005 10.000
Bank Balance 3.079 7.485 The items of the shareholder equity are broken down as follows
3.079 7.485 according to their origin, possible use, distributability and use
made in the three prior years.
The account shows the liquidity position, cash-on-hand and
values at the balance sheet date. Nature/ Amount Possible Available Amount Amount
description use* amount used in the used in
Liabilities 3 prior years the 3 prior
to cover years for
A. Shareholders’ equity losses other reasons
Balance as at Balance as at Difference Share capital 10.000 B 10.000 – –
31/12/2006 31/12/2005
Other reserves 10 A, B, C 10 4.991 –
2.135 7.740 (5.605) Profit (loss)
carried
Description 31/12/2005 Increase Decrease 31/12/2006 forward (2.270)

Share capital 10.000 – – 10.000 Total 7.740


Other reserves (*) A: for capital increase; B: for loss coverage; C: for distribution to shareholders
– Payments for B. Payables
loss coverage 5.000 – 4.990 10
– Euro rounding off 1 – 1 – Balance as at Balance as at Difference
31/12/2006 31/12/2005
Profit (loss)
carried forward (2.270) – – (2.270) 10.305 9.105 1.200
Profit (loss) of Payables are valued at nominal value and their expiry dates
the period (4.991) 4.991 5.605 (5.605) are as follows:
Total 7.740 4.991 10.596 2.135
Description Within Beyond Beyond Total
12 months 12 months 5 years
The shareholders' meeting of April 28, 2006 approved the
Financial Statements as at December 31, 2005 and resolved to Trade payables 2.080 2.080
carry forward the loss of the year 2005 equivalent to Euro Controlling
4.990.64 entered to the Financial Statements as Euro 4.991 companies 8.225 8.225
using the item "Payments for loss coverage". 10.305 10.305

111
Supplementary Notes
to the Financial Statements as at December 31, 2006
The item trade payables is represented by commercial items. C. Extraordinary income and charges
Payables to controlling companies are due to the recharge of Balance as at Balance as at Difference
the expenses of setting-up carried out by the parent company. 31/12/2006 31/12/2005
The following table shows a break-down of the accounts (24) (5) (19)
payable as at December 31, 2006 by geographical area.
D. Income tax of the period
Payables by Trade From parent Total
geographical area payables companies Balance as at Balance as at Difference
31/12/2006 31/12/2005
Italy 2.080 – 2.080
Extra UE – 8.225 8.225 326 326 –
Total 2.080 8.225 10.305
Taxes Balance as at Balance as at Difference
Profit and Loss Account 31/12/2006 31/12/2005
A. Cost of production Current taxes 326 326 –
Balance as at Balance as at Difference IRES – corporate tax 326 326 –
31/12/2006 31/12/2005 326 326 –
5.256 4.661 595
Further information
Description 31/12/2006 31/12/2005 Difference No fees to the Directors have been resolved or paid.
Services 3.865 3.441 424 Furthermore we wish to point out that the company has not
recorded any payables or receivables with expiry dates beyond
Sundry operating
five years.
charges 1.391 1.220 171
5.256 4.661 595
Dear Shareholders,
The item Costs of services mainly includes expenses for accounting
and administrative consultancies. In conclusion of these Supplementary Notes to the Financial
Statements at December 31, 2006, I invite you to approve the
The item Sundry operating charges includes, as most significant Financial Statements in the form presented and indicated a
amounts, non deductible VAT of Euro 576, duties to the Chamber loss equivalent to Euro 5.605, which puts the company in the
of Commerce of Euro 498 and government concession tax for position provided by article 2482-ter of the Civil Code.
Euro 310.
The present Financial Statements composed of Balance Sheet,
B. Financial income and charges Profit and Loss Account and the Supplementary Notes,
Balance as at Balance as at Difference represent a true and fair view of the company's assets and
31/12/2006 31/12/2005 liabilities, financial position and profit or loss for the period
1 1 – and correspond to the results arising from the accounts.
Other financial income
Description 31/12/2006 31/12/2005 Difference For the Board of Directors
Interest on bank 1 1 – The Chairman
deposits Tarun Oberoi
1 1 –

112 La Tatva S.r.l., Italy


F O RWAR D L OOKING ST A T E M ENT
In o u r rep ort we h av e di sc l o se d fo r w a r d- l o o ki n g i n f o rmatio n We cannot guarantee that any forward-looking statement will
so th a t in ves tors c an be t t e r un de r st a n d a C o m pa n y's fu tu re be realized, although we believe we have been prudent in our
prospects and make informed investment decisions. This plans and assumptions. Achievement of future results is
annu al rep ort an d othe r w r i t t e n a n d o r a l st a t e m e n t s that we subject to risks, uncertainties and inaccurate assumptions.
make from time to time contain such forward-looking Should known or unknown risks or uncertainties materialize, or
statements that set out anticipated results based on should underlying assumptions prove inaccurate, actual results
managem en t's p lan s a n d a ssum pt i o n s. W e ha v e t r i e d , could vary materially from those anticipated, estimated or
pro j ected . I nves to rs s ho u l d bear this in mind as they c onside r
wherever possible, to identify such statements by using words
forward-looking statements. We undertake no obligation to
such as 'anticipate', 'estimate', 'expects', 'projects', 'intends',
publicly update any forward-looking statements, whether as a
'p lans', 'b elieves ', and w o r ds a n d t e r m s o f si m i l a r s u bs tance
res u l t o f new info rmatio n, fu tu re events o r o therwise .
in connection with any discussion of future operating or
financ ial p erf orm an c e .
Research & Design by WYATT (info@wyatt.in)

Crew B.O.S. Products Limited


Registered Office: 813/C, Jaina Tower-I, District Centre, Janakpuri, New Delhi-110 058
Tel.: 011-45530149 | Fax: 011-45530148
Corporate Office: 199, Udyog Vihar, Phase-I, Gurgaon-122016, Haryana (India)
Tel.: 91-124-4139400 | Fax: 91-124-4005011
Email: communication@crewbos.com | Web: www.crewbos.com

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