| Dear Members,
The Directors have pleasure in presenting their 23rd Annual Report and
the audited financial statements for the financial year ended 31 "March
2015
1 Financial Results
The summarized financial results for the financial year ended 31st
March 2015 are presented below:
Rs. In lacs
Details Financial Financial
year ended year ended
31st March 31st March
2015 2014
Income from operations 5093.03 2808.90
Profit before interest, 107.93 47.66
depreciation and taxation
Finance cost 21.60 17.63
Depreciation 17.45 15.73
Profit before tax 68.88 14.30
Taxation 18.00 3.21
Profit after tax 50.88 11.09
Balance brought forward from 933.18 922.09
previous year
Disposable surplus available 984.06 933.18
after adjustments
Appropriations:
Proposed dividend 35.90 -
Dividend distribution tax 7.35 -
Balance carried to balance 940.81 933.18
sheet
The income during the financial year ended 31st March 2015 is Rs.
5093.03 lacs compared to Rs. 2828.90 in the previous year- an increase
of 81.31%. The profit after tax for the financial year ended 31st March
2015 is Rs. 50.88 lacs compared to Rs. 11.09 lacs - an increase of 359%
over the previous year. The sales by way of exports is Rs. 4602.87 lacs
during the year ended 31st March 2015 compared to Rs. 2477.95 lacs in
the previous year. Export sales constitute about 96% of the total sales
during the year.
2 Dividend and Reserves
The Board of Directors has recommended a dividend of Rs. 0.50 per share
(5%) for the financial year ended 31s' March 2015 aggregating to
Rs.35.90 lacs. During the year under review, no amount is transferred
to general reserves and the surplus amount of Rs. 940.81 lacs is
carried over to the balance sheet.
3 Share Capital
The paid up equity share capital of the Company as at 31st March 2015
stood at Rs 718.05 lacs. During the year under review, the Company has
not issued shares with differential voting rights nor has it granted
any stock options or sweat equity. None of the directors of the Company
hold instruments convertible into equity shares during the financial
year ended 31st March 2015.
4 Finances Accounts
The Company prepares its financial statements in accordance with the
requirements of the Companies Act 2013 and the Generally Accepted
Accounting Principles (GAPP)as applicable in India. The financial
statements have been prepared on historical cost basis. The estimates
and judgments relating to the financial statements are made on a
prudent basis so as to reflect in a true and fair manner, the form and
substance of transactions and reasonably present the Company's state of
affairs, profits and cash flows for the financial year ended 31st March
2015.
5 Business Risks
Like any other company in the textiles sector, the Company is exposed
to business risks which can be internal and external. Increase in oil
prices, volatility in the exchange rate of rupee vis-a- vis other
principal currencies, increase in inflation leading to reduced spending
power, are some of the risks faced by the Company. The expected slow
down in the growth in economies in Euro Zone, USA, South American
countries, Russia, Middle East and other Asian countries may impact
export sales of the Company.
The Board of Directors is well aware of these risks and through the
operational management, continues to monitor them and guides in taking
prompt action to mitigate the risks.
6 Corporate Social Responsibility
Section 135 of the Companies At 2013 and the rules made there under
relating to corporate social responsibility are not applicable to the
Company during the financial year ended 31 st March 2015.
7 Subsidiaries
The Company has no subsidiary company.
8 Corporate Governance
As per SEBI circular CIR/CFD/POLICY CELL/7/2014 dated 15th September
2014, clause 49 of the listing agreement relating to corporate
governance is not applicable to the Company.
9 Listing of shares in BSE
During the financial year under report, the equity shares issued by the
Company are listed at BSE.
10 Extract of Annual Return
The extract of annual return in form MGT 9, as required under section
92 of the Companies Act 2013, as at 31st March 2015, is annexed to this
report as Annexure A which forms part of this report.
11 Key Managerial Personnel
During the year under review, the Company has appointed following
persons as its Key Managerial Personnel
Sr No. Name Designation
1 Shri Dayaram Khanchandani Chairman and Whole time
Director
2 Shri Manish Murli Dialani Managing Director
3 Shri Shashi Kant Vyas Chief Financial Officer
4 Ms. Prakriti Sethi Company Secretary
12 Board of Directors
Appointment
During the year, the Board had appointed, on the recommendation of the
Remuneration and Nomination Committee, Shri Manish M Dialani as the
additional director from 29th September 2014 and as the Managing
Director from 30th October 2014 for a period of 5 years subject to
approval of the members at the ensuing annual general meeting.
During the year, the Company has appointed Smt. Lajwanti Murli Dialani
(DIN 05201148) as additional director with effect from 30.03.2015 . As
additional director, she holds office till the ensuring annual general
meeting. The Company has received notice of her appointment with
requisite deposits from a member.
Resignation
Smt. Pushpa Khanchandani (DIN 00174337 ) resigned as Director from
30.10.2014. The Board places on record its appreciation of the services
rendered by Smt. Pushpa Khanchandani. Independent Directors
All Independent directors have given declaration that they meet the
criteria of independence as stipulated under section 149(6) of the
Companies Act 2013.
As per provisions of Section 152 of the Companies Act 2013 and in
accordance with the provisions of the Articles of Association of the
Company, Shri Dayaram Khanchandani retires by rotation and being
eligible offers himself for re appointment.
13 Number of meetings of the Board
During the year under report, the board met 12- times on 15.05.2014,
26.05.2014, 21.06.2014, 30.06.2014, 31.07.2014, 01.09.2014, 01.10.2014,
30.10.2014, 22.12.2014, 07.02.2015, 18.03.2015 & 30.03.2015
14 Board Evaluation
The performance evaluation of the independent directors was completed.
The performance evaluation of the Chairman and non-independent
directors was carried out by the independent directors and was accepted
by the Board.
15 Particulars of loans, guarantees or investments by the Company
During the year, the Company has not given any loan or issued any
guarantee in connection with the loan.
The Company has entered into an agreement with the directors and
members of Kolba Farm Fab Private Limited (Kolba), a company based in
Surat, Gujarat, to acquire the said company's shares subject to certain
terms and conditions. Kolba's business activities are in sync with the
Company's business. If the agreement materialises, Kolba would become
the subsidiary of the Company during the current financial year. The
acquisition would greatly supplement the ever increasing business
activities of the Company.
16 Whistle Blower policy
The Company has in place a mechanism to report genuine concerns or
grievances.
17 Remuneration and Nomination policy
The Board of directors has adopted a policy framework for selection,
appointment and remuneration of directors, key managerial personnel and
senior management of the Company.
18 Related party transactions
All transactions entered with related parties for the financial year
ended 31st March 2015 were on arm's length basis and in the ordinary
course of business. Hence provisions of Section 188 of the Companies
Act 2013 are not attracted and disclosure in form AOC 2 is not
required.
All related party transactions are placed before the Audit Committee
and the Board of Directors for approval.
19 Significant and material orders passed by the regulators or courts
There are no significant and material orders passed by the regulators
or courts against the Company during the year.
20 Directors responsibility statement
To the best of knowledge and belief and according to the information
and explanation obtained by them, your directors make the following
statement in terms of section 134(3)(c) of the Companies Act 2013:
(i) That in preparation of the annual accounts for the year ended 31st
March 2015 the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any;
(ii) And applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as at 31st March 2015 and of the
profit of the Company for the year ended on that date;
(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 annual accounts have been prepared on a going concern
basis
(v) That 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.
21 Statutory auditors
M/s. Vimal Agrawal & Associates, Chartered Accountants, who are
statutory auditors of the Company hold office upto the forthcoming
annual general meeting. If appointed, Under section 139 of the
Companies Act 2013, they shall hold office from the conclusion of the
ensuing annual general meeting till the conclusion of the annual
general meeting relating to the financial year ending 31st March 2018.
The Company has obtained written confirmation from the auditors that
their appointment, if made, would be in conformity with the limits
specified in the said section.
Qualification in the auditor's report
With reference to the auditor's remarks in regard to AS 15 for
Employees Benefits (Revised 2005) for provision of gratuity, the
Directors clarify that the liability for gratuity payable by the
Company is being worked out in consultation with LIC and appropriate
policy as advised by LIC will be taken in due course, during the
current financial year.
22 Cost Audit
The provisions of the Companies (Cost Records and Audit) Rules 2014 are
not applicable to the Company's operations.
23 Secretarial Audit Report
As required under section 204 of the Companies Act 2013, the
Secretarial Audit Report from Mr. Suresh Chandra Sharma, S. C. Sharma
& Associates, Practising Company Secretary (CP No 3374) is annexed to
this report as Annexure B which forms part of this report.
With reference to the observations in the secretarial audit report in
the matter of appointment of independent directors, the Directors state
that the Company has complied with the provisions of section 149 of the
Companies Act 2013 and no action need to be taken further.
24 Internal control system and their adequacy
The Company has an effective internal control system commensurate with
its size and scale of its operations. The internal audit is entrusted
to M/s M/s Madhur & Associates, Chartered Accountants.
The Audit Committee reviews the adequacy and effectiveness of the
internal control systems and suggests improvements, wherever required.
25 Environment and Safety
The Company's operations do not pose any environment hazards and are
conducted in such a manner that safety of all concerned and compliances
with environmental regulations is ensured.
26 Statutory Information
(A) Conservation of energy:
I. Power Consumption:
Year Ended Year Ended
31.03.2015 31.03.2014
1. Electricity
Purchased units 46110 15510
Total Amount (in Rs.) 334637 119033
Rate per unit (in Rs.) 7.26 7.67
2. Diesel
Purchased (in liters) NIL NIL
Total Amount(in Rs.) NIL NIL
Rate per liter (in Rs.) NIL NIL
3. Coal NIL NIL
4. Furnance Oil NIL NIL
5. Other Internal Generation NIL NIL
II. Consumption per unit of Production
Year Ended Year Ended
31.03.2015 31.03.2014
1. Electricity units NIL NIL
permtr. fabrics
The Consumption of energy has increased with the increased business
activities of the Company during the year. The Management is taking all
possible efforts to avoid wasteful consumption of energy.
(B) Technology Absorption: The Company has no technology agreement and
the issue of technology absorption does not arise.
(C) Foreign exchange out go and expenses
Foreign exchange earnings: Rs 45,91,40,093/-
Foreign Exchange outgo Rs. NIL
27 Acknowledgment
The Directors wish to place on record their appreciation of the
contribution made by the employees at all levels but for whose efforts,
the Company could not have achieved the remarkable financial results
for the financial year ended 31st March 2015.
The Directors also to wish to thank the Company's customers and banks
for their continued support and faith reposed in the Company.
By order of the board
for M. K. Exim (India) Limited
Sd /- Sd/- Sd/-
DayaRam Khanchandani Manish Murlidhar Dialani Prakriti Sethi
Whole Time Director Managing Director Company Secretary
(DIN:00161546) (DIN:05201121)
Place: Jaipur
Date:30.05.2015
|