| Dear Members,
The Directors have pleasure in presenting their Twenty Third Annual
Report on the business operations and activities of the Company
together with the Audited Accounts for the Financial Year ended 31st
March, 2015.
Summarized Financial Results: (Rs. in lacs)
Particulars Year ended
31.03.2015 Year ended
31.03.2014
Income from operations 7837.27 6,306.04
Operating Profit 1051.77 1,171.69
Less : Interest 310.33 184.88
Less: Depreciation 488.47 594.29
Profit before tax 252.97 392.52
Less: Provision for tax 127.53 78.54
Profit after tax 125.44 313.98
Add/(Less) Deferred Tax Assets/ (Liabilities) 63.05 (133.40)
Net Profit for the year 188.49 180.58
Operations:
For the financial year ended 31st March, 2015 the Revenue from
operation of the Company increased substantially to Rs.7837.27 Lacs as
compared to Rs.6306.04 Lacs in Previous Year. The Net Profit of the
Company for the year under review is of Rs.188.49 Lacs as compared to
previous year Net Profit of Rs.180.58 Lacs.
CONSOLIDATED FINANCIAL RESULTS:
Net Sales of the Company were Rs. 9896.29 lacs as compared to
Rs.8282.20 lacs in the previous year. The Net Profit was Rs.220.31 lacs
as compared to Rs.204.06 lacs in the previous year.
CONSOLIDATED FINANCIAL STATEMENTS:
The Audited Consolidated Financial Statements of the Company for the
financial year ended 31st March, 2015, prepared in accordance with the
Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on
Consolidated Financial Statements is provided in the Annual Report.
TRANSFER TO RESERVES:
The Company not proposes to carry any amount to the General Reserves of
the Company for the financial year 31stMarch, 2015 as per audited
standalone financial statements.
SUBSIDIARY COMPANIES:
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013
read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement
containing Salient features of the Financial Statements of the
subsidiary companies in Form AOC-1 is Annexed -I in this Board's
Report.
Pursuant to the provisions of Section 136 of the Companies Act, 2013,
the financial statements of the Company, consolidated financial
statements together with relevant documents and separate audited
accounts in respect of subsidiaries, are available on the website of
the Company.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with Stock
Exchange in India, is presented in a separate section forming part of
the Annual Report.
STATE OF AFFAIRS OF THE COMPANY:
In textile segment the company is having fabric process house and yarn
dyeing unit at Dombivli district Thane and weaving unit at Ichalkaranji
district Kolhapur. Fabric process house is fully equip with latest
machinery to bleach, dye, print& finish all type of textile fabric.
Yarn dyeing unit is also fully equip to bleach & dye the yarn required
for fancy fabric. Weaving unit is consisting of 36 air jet looms equip
to produce 36 lacs mtr per year.
In power segment the company has installed Wind turbine of 1.25 MW in
Dhule Maharashtra and 2.00 MW in Nettur Tamilnadu.
FUTURE OUTLOOK:
Now a days the Readymade garments and online shopping trends is
increasing in India due to this the demand of designer fancy fabrics
will substantially increase your company is ready to take advantage of
this increase demand of fancy fabric with the help of its weaving unit
installed in Sep- 2013 and capable to produce all type of grey fancy
fabrics which can be process at its most modern process house.
Your Directors are hopeful for better future
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There was no change in the nature of business of the Company or any of
its subsidiaries during the year.
NUMBER OF MEETINGS OF THE BOARD:
The Board met 4 times during the financial year, the details of which
are given in the Corporate Governance Report that forms part of this
Annual Report. The intervening gap between any two meetings was within
the period prescribed by the Companies Act, 2013.
DIVIDEND
With a view for the expansion plans, the Board does not recommend any
dividend for the year 2014-2015.
DIRECTORS
1. In accordance with the provisions of the Companies Act,2013 read
with cl. 49 of the Listing Agreement Mr. Mahesh Jhawar- Non Executive
Directors of the Company is liable to retire at Annual General Meeting
and offered himself for re-appointment.
2. Shri Mihir Mehta resigned on 20th September,2014.
3. Smt. Jayashree Iyer was appointed as director of the company on
20th September,2014.
PERFORMANCE OF THE BOARD AND COMMITTEES:
During the year under review, the performance of the Board & Committees
and Individual Director(s) based on the below parameters was
satisfactory:
(i) Most of the Directors attended the Board meeting;
(ii) The remunerations paid to executive Directors are strictly as per
the company and industry policy.
(iii) The Independent Directors only received sitting fees.
(iv) The Independent Directors contributed a lot in the Board and
committee deliberation and business and operation of the company and
subsidiaries based on their experience and knowledge and Independent
views.
(v) The Credit Policy, Loan Policy and compliances were reviewed
periodically;
(vi) Risk Management Policy was implemented at all critical levels and
monitored by the Internal Audit team who places report with the Board
and Audit committee.
MEETING OF INDEPENDENT DIRECTORS:
Pursuant of the provision of Section 149 (8) of the Companies Act, 2013
read with Schedule IV and Clause 49 of the Listing Agreement, the
Independent Directors of the Company , reviewed the performance of Non-
independent directors and the Board as a whole including the
Chairperson of the Company, views expressed by the executive directors
and non-executive directors at various level, and quantified the
quality, quantity and timeliness of flow of information between the
Company, management and the Board and expressed satisfaction.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The current policy is to have an appropriate mix of executive and
independent directors to maintain the independence of the Board and
separate its functions of governance and management. As on 31stMarch,
2015, the Board consists of 6 members. Out of which one is the Managing
Director, one is Chairman of the Company Three are non Executive
Director of the company and one is the women director of the company.
The policy of the Company on directors' appointment and remuneration,
including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under Sub section
(3) of Section 178 of the Companies Act, 2013, adopted by the Board and
are stated in this Board report. We affirm that the remuneration paid
to the directors is as per the terms laid out in the nomination and
remuneration policy of the Company.
FIXED DEPOSIT
As on 31st March, 2015 the Company held no deposit in any form, from
anyone. There was no deposit held by the Company as on 31st March, 2015
which was overdue or unclaimed by the depositors. For the present the
Board of Directors have resolved not to accept any deposits from
public, shareholders and others.
NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP
COMMITTEE
Pursuant to the Section 178 of the Companies Act, 2013, the Company has
set up a Nomination and Remuneration and Stakeholders Relationship
Committee under the Chairmanship of the Independent Director Mr. N. C.
Sharma, Mr. Durgesh Kabra , Mr. Ramautar S. Jhawar.
The Gist of the Policy of the said committee:
For Appointment of Independent Director (ID):
a. Any person who is between the age of 25 years and below 75 years
eligible to become Independent Director(ID);
b. He has to fulfill the requirements as per section 149 of the
Companies Act, 2013 read with Clause 49 of the Listing Agreement;
c. Adhere to the code of conduct as per Schedule IV to the Companies
Act, 2013;
d. Strictly adhere to the Insider Trading Regulation of the SEBI and
Insider Trading policy of the Company;
e. Independent Director should have adequate knowledge and reasonably
able to contribute to the growth of the Company and stakeholders;
f. Independent Director should be able to devote time for the Board
and other meetings of the company;
g. Entitled for sitting fees and Reasonable conveyance to attend the
meetings; and
h. Able to review the policy, participate in the meeting with all the
stakeholders of the company at the Annual General Meeting.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Board has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to
the Company's policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of
the accounting records, and the timely preparation of reliable
financial disclosures.
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit function is defined in the Internal Audit Manual. To
maintain its objectivity and independence, the Internal Audit function
reports to the Chairman of the Audit Committee.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations
of the Company. Based on the report of internal audit function,
process owners undertake corrective action in their respective areas
and thereby strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to
Board. M/s. Biyani Kabra & Associates - Chartered Accountants is the
internal Auditor of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the Section 134(3)(c) and Section 134 (5) of the Companies
Act, 2013, the Board of Directors of the Company hereby confirm:
(i) That in the preparation of the accounts for the financial year
ended 31stMarch, 2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
(ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit and loss of the Company for the year under review;
(iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) That the Directors have prepared the accounts for the financial
year ended 31stMarch 2015 on a 'going concern' basis.
(v) The internal financial controls laid and have been followed by the
company and that such controls are adequate and are operating
effectively. Such controls means controls and policies and procedures
adopted and adherence by the company for orderly and efficient conduct
of the business for safeguarding assets, prevention and detection of
frauds and errors and maintenance of accounting records and timely
preparation of financial statements and review its efficiency.
(vi) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
INDEPENDENT DIRECTORS DECLARATION:
The Company has received necessary declaration from each independent
director under Section 149(7) of the Companies Act, 2013, that he/she
meets the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
The Independent Directors under section 149(6) of the Companies Act,
2013 declared that:
1. They are not a promoter of the Company or its holding, subsidiary
or associate company;
2. They are not related to promoters or directors in the company, its
holding, subsidiary or associate company.
3. The independent Directors have /had no pecuniary relationship with
company, its holding, subsidiary or associate company , or their
promoters, or directors, during the two immediately preceding financial
years or during the current financial year;
4. None of the relatives of the Independent Director has or had
pecuniary relationship or transaction with the company, its holding,
subsidiary or associate company, or their promoters, or directors,
amounting to two per cent. or more of its gross turnover or total
income or fifty lakh rupees or such higher amount as may be prescribed,
whichever is lower, during the two immediately preceding financial
years or during the current financial year;
5. Independent Director, neither himself nor any of his relatives-
(i) holds or has held the position of a key managerial personnel or is
or has been employee of the company or its holding, subsidiary or
associate company in any of the three financial years immediately
preceding the financial year in which he is proposed to be appointed;
(ii) is or has been an employee or proprietor or a partner, in any of
the three financial years immediately preceding the financial year in
which he is proposed to be appointed, of-
(A) a firm of auditors or company secretaries in practice or cost
auditors of the company or its holding, subsidiary or associate
company; or
(B) any legal or a consulting firm that has or had any transaction with
the company, its holding, subsidiary or associate company amounting to
ten percent. or more of the gross turnover of such firm;
(iii) Holds together with his relatives two percent. or more of the
total voting power of the company; or
(iv) is a Chief Executive or Director, by whatever name called, of any
nonprofit organization that receives twenty-five percent. or more of
its receipts from the company, any of its promoters, directors or its
holding, subsidiary or associate company or that holds two percent. or
more of the total voting power of the company;
6. Independent Director possesses such qualifications as may be
directed by the Board.
The Company & the Independent Directors shall abide by the provisions
specified in Schedule IV of the Companies Act, 2013.
BOARD EVALUATION :
Clause 49 of the Listing Agreement mandates that the Board shall
monitor and review the Board evaluation framework. The Companies Act,
2013 states that a formal annual evaluation needs to be made by the
Board of its own performance and that of its committees and individual
directors. Schedule IV of the Companies Act, 2013 states that the
performance evaluation of independent directors should be done by the
entire Board of Directors, excluded the director being evaluated.
The evaluation of all the directors and the Board as a whole was
conducted based on the criteria and framework adopted by the Board. The
Board approved the evaluation results as collated by the Nomination and
Remuneration Committee.
AUDITORS
At the Annual General Meeting held on September 20, 2014 M/s. S.G.
Kabra & Co. Chartered Accountants, were appointed as auditors of the
Company to hold office till the conclusion of the Annual General
Meeting to be held in the calendar year 2017.
In terms of the first proviso to Section 139 of the Companies Act,
2013, the appointment of the auditors shall be placed for ratification
at every Annual General Meeting. Accordingly, the appointment of M/s.
S. G. Kabra & Co. Chartered Accountants, as statutory auditors of the
Company, is placed for ratification by the shareholders.
In this regard, the Company has received a certificate from the
auditors to the effect that if they are re-appointed, it would be in
accordance with the provisions of Section 141 of the Companies Act,
2013.
AUDITORS REPORT
The Auditors have not made any qualification to the financial
statement. Their reports on relevant notes on accounts are
self-explanatory and do not call for any comments under section 134 of
the companies Act, 2013.
COST AUDIT
The central govt. has not prescribed the maintenance of Cost records
under section 148 of the Companies Act 2013 for the year ended 31st
March 2015
SECRETARIAL AUDIT REPORT
M/s. Ramesh Chandra Mishra & Associates, Company Secretary in Practice
was appointed to conduct the Secretarial Audit of the Company for the
financial year 2014-15, as required under Section 204 of the Companies
Act, 2013 and Rules thereunder. The Secretarial Audit Report for F. Y.
2014-15 is Annexed-II to this Board's Report. The Board has
re-appointed M/s. Ramesh Chandra Mishra & Associates, Company Secretary
in Practice, as Secretarial Auditor of the Company for the financial
year 2015-16.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS:
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's
operations in future.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Fraud and Risk Management
Policy (FRM) to deal with instance of fraud and mismanagement, if any,
in staying true to our values of Strength, Performance and Passion and
in line with our vision of being one of the most respected companies in
India, the Company is committed to the high standards of Corporate
Governance and stakeholder responsibility.
A high level Committee has been constituted which looks into the
complaints raised. The Committee reports to the
Audit Committee and the Board.
The FRM Policy ensures that strict confidentiality is maintained whilst
dealing with concerns and also that no discrimination will be meted out
to any person for a genuinely raised concern.
RELATED PARTY TRANSACTIONS/CONTRACTS:
Pursuant to the Section 134(3)(h) of the Companies Act, 2013 and Rule
8(2) of the Companies (Accounts) Rules, 2014, the particulars of
contract or arrangement entered into by the Company with related
parties referred to in Section 188(1) in Form AOC-2 is Annexed-III to
this Board's Report.
The details of such related party transactions are available in the
Notes to the Standalone financial statements section of the Annual
Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Loans, Guarantees and Investments covered under section 186 of the
Companies Act, 2013 form part of the notes to the financial statements
provided in this Annual Report.
EXTRACT OF ANNUAL RETURNS
Pursuant to the Section 134(3)(a) of the Companies Act, 2013, the
details forming part of the extract of the Annual Return is Form MGT-9
is Annexed-IV in the report
INSURANCE OF ASSETS
All the fixed assets, finished goods, semi-finished goods, raw
material, packing material and goods of the Company lying at different
locations have been insured against fire and allied risks.
BANK AND FINANCIAL INSTITUTIONS
Directors are thankful to their bankers for their continued support to
the company.
EMPLOYER/EMPLOYEE RELATIONS
The relationship with the workers of the Company's manufacturing units
and other staff has continued to be cordial. The Directors wish to put
on record their sincere appreciation and gratitude for the services
rendered by the workers and staff at all levels.
HUMAN RESOURCES MANAGEMENT:
We take this opportunity to thank employees at all levels for their
dedicated service and contribution made towards the growth of the
Company. The relationship with the workers of the Company's
manufacturing units and other staff has continued to be cordial.
To ensure good human resources management at the company, we focus on
all aspects of the employee lifecycle. This provides a holistic
experience for the employee as well. During their tenure at the
Company, employees are motivated through various skill-development,
engagement and volunteering programs.
As per provisions of Section 197(12) of the Companies Act, 2013, read
with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is Annexed-V to this Board's report.
In terms of Section 197(12) of the Companies Act, 2013, read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, no employee(s) drawing remuneration
in excess of limits set out in said rules forms part of the annual
report.
Considering the first proviso to Section 136(1) of the Companies Act,
2013, the Annual Report is being sent to the members of the Company and
others entitled thereto. The said information is available for
inspection at the registered office of the Company during business
hours from 11 a.m to 5 p.m on working days of the Company up to the
date of the ensuing Annual General Meeting. Any shareholder interested
in obtaining a copy thereof, may write to the Company Secretary in this
regard.
CORPORATE GOVERNANCE:
A Report on Corporate Governance along with a Certificate from M/s.
Ramesh Chandra Mishra & Associates, regarding compliance with the
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement with Stock Exchange forms part of this Report and
Annexed-VI to this Board's Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars as required under Section 134(3)(m) of the Companies Act,
2013 read with the Companies (Disclosure of particulars in the Report
of the Board of Directors) Rules 1988 are given is Annexed-VII to this
report.
Disclosure under the Sexual Harsament of women at work place
(Prevention, Prohibition and Redressal Act, 2013.) The Company has
appointed health and safety committee for the above purpose.
RISK MANAGEMENT POLICY
The company has developed Risk Management Policy mainly covering the
following areas of concerns
1. License and policy of respective government all over the world in
connection with export of goods and matter in connection with textiles
and fabrics.
2. Mandatory compliance safeguards in accordance with Factories Act,
1948 and other applicable laws and Acts &certification of manufacturing
factory located at Dombivali and Ichalkaranji.
3. Adequate policy in connection with foreign exchange management
fluctuations thereof duly placed before the Board
Acknowledgements
The Directors place on record their appreciation for co-operation and
support extended by the Government, Banks, Shareholders, and customers
for their continued support extended to the company at all times.
The Directors further express their deep appreciation to all employees
for commendable teamwork, high degree of professionalism and
enthusiastic effort displayed by them during the year.
For and on behalf of the Board of Directors
Place : Mumbai
Date : 27th May, 2015 Sd/-
Ramautar S. Jhawar
Chairman |