| Dear Members,
The Directors have pleasure in presenting the 32nd Annual Report
together with the Audited Accounts of the Company for the year ended on
31st March, 2015.
FINANCIAL RESULTS:
2014-2015 2013-2014
(Rs. lacs) (Rs. lacs)
Sales & Other Income 3275.28 2772.23
Gross Profit/(Loss) 243.08 139.78
Less: Depreciation 72.24 78.08
Finance Charges 136.95 118.03
Provision For Taxation . 5.01 -
Net Profit 28.88 (56.33).
Balance of P&L Account B/F 105.66 161.99
Employees Benefits written Back - -
Less: Carrying Value of Fixed Asset (0.64) -
Appropriation:
Transfer to General Reserve - -
Balance of Profit/Loss Carried Forward 133.89 105.66
DIVIDENDS:
Yours directors have not proposed any dividend on Equity Shares of the
company, on the ground that the company have overcome from the past
losses but looking at the upcoming uncertainty directors recommended to
conserve the profit for future events.
OPERATIONS:
During the year Sales and Other Income (Gross) has increased from
73101.18 lacs to 7 3663.25 lacs whereas the company has earned Gross
Profit of 7243.08 lacs against previous years Gross Profit, of 7 139.78
lacs. After Depreciation of 772.24 lacs, Finance Charges of 7136.95
lacs and Provision for Taxation of Rs. 5.01 lacs, the company has
incurred profit of 7 28.88 lacs. As you would observe, the company has
made a turnaround vis-a-vis the previous year and had not only
increased its top line substantially, but has also come back into the
black. This has been pretty much been contributed on account of the
change in the sentiment of the industry and the gradual implementation
of the positive steps taken by the new government. Though the first
half of the year was slow the turnaround started showing its positive
effects from Sep 2014.
However, with the positive attitude and strong mandate of the new
government, we envisage a big turnaround of the economy, and the first
reflections of the same would be felt by companies linked directly or
indirectly with the infrastructure growth of the contrary. The
Directors of the company are confident of not only a turnaround in the
coming year, but see a strong prospect of growth.
EXPANSION CUM DIVERSIFICATION :
The company, in the year has installed two additional TFO Twisters as
well as Four more Rapier Weaving Machines and is waiting an additional
two more looms. The company is also intending taking up an exercise to
upgrade its Dipping Plant and Sectional Warping Machine. Implementation
of all this will not only help increase the total output, but will also
help establish higher quality standards, as required by the higher
profile customers the company has decided to concentrate on for all
future sales. The effects of this should start reflecting in the coming
year.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
Mr. Tushar Patel, Managing Director & Chief Executive Officer [CEO] was
re-appointed as a Managing Director by the board of directors at their
meeting held on 29th May 2014, for a period of three years.
Mr. Dhawal Jadhav, Company Secretary holds the office of Key Managerial
Personnel.
Mr. Jasubhai Patel, Chief Financial Officer [CFO] also holds the office
of Key Managerial Personnel.
DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have fulfilled the criteria of Independence
as defined under section 149(6) of the companies act, 2013 and
requisite declarations in terms of section 149(7) of the Act have been
received.
Mr. Miten Mehta, Director of the company retires by rotation and being
eligible for reappointment offers himself for reappointment
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES
The provisions of Section 178(1) relating to constitution of Nomination
and Remuneration Committee are applicable to the Company and hence the
Company has devised a policy relating to appointment of Directors,
payment of managerial remuneration. Directors qualifications, positive
attributes, independence of Directors and other related matters as
provided under Section 178(3) of the Companies Act, 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors hereby make the following statement in terms of Section
134 (3)(c) and 134 (5) of the Companies Act, 2013 with respect to
Directors' Responsibility.
We confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year ended 31st March, 2015
and of the profit of the Company for that period;
(c) the Directors had 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;
(d) the Directors had prepared the annual accounts on a going concern
basis;
(e) the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively;
(f) 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.
CORPORATE GOVERNANCE
The Company has been pro-active in following the principles and
practices of good Corporate Governance.
Provision of clause 49 relating to Corporate Governance and Management
Discussion & Analysis are not applicable to the company vide SEBI
Circular No. CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014 and
therefore, Corporate Governance report and Management Discussion 8i
Analysis are not forming part of the Annual Report.
FIXED DEPOSITS:
Fixed Deposit from the shareholders as at the end of the accounting
year aggregate to Rs. Nil. The company has adhered to rules and
regulations as per Companies (Acceptance of Deposits) Rules and the
Companies Act, 2013
RELATED PARTY TRANSACTIONS
All transactions entered by the Company with related parties were in
the ordinary course of business and at Arm's Length basis. There are no
materially significant related party transactions made by the Company
with Promoters, Key Managerial Personnel or other designated persons
which may have potential conflict with interest of the Company at
large. The details of the transactions with related parties are given
in the financial statements.
BOARD MEETINGS
During the year, four meetings of the Board of Directors were held.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy, to provide a formal
mechanism to the Directors and employees to report their concerns about
unethical behaviour, actual or suspected fraud or violation of the
Company's Code of Conduct or ethics policy. The Policy provides for
adequate safeguards against victimization of employees who avail of the
mechanism and also provides for direct access to the Chairman of the
Audit Committee. It is affirmed that no personnel of the Company has
been denied access to the Audit Committee.
REMUNERATION POLICY
The Company has adopted a Remuneration Policy for the Directors, Key
Managerial Personnel and other employees, pursuant to the provisions of
the Act and Clause 49 of the Listing Agreement.
PARTICULARS OF EMPLOYEES AND REMUNERATION AND RELATED DISCLOSURES
The information required pursuant to Section 197 read with rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the reports and
accounts are being sent to the members and others entitled thereto,
excluding the information on employees' particulars which is available
for inspection by the members at the Registered office of the Company
during business hours on working days of the Company up to the date of
ensuing Annual General Meeting.
In terms of the provisions of Section 197of the Companies Act, 2013
read with Rules 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement showing the names and
other particulars of the employees drawing remuneration in excess of
the limits set out in the said Rules are provided in the Annexure
forming part of the Annual Report.
Disclosures pertaining to remuneration and other details as required
under Section 197 of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are provided in the Annexure forming part of the Annual Report.
Having regard to the provisions of Section 136(1) read with its
relevant provisio of the Companies Act, 2013, the Annual Report
excluding the aforesaid information is being sent to the members of the
Company. The said information is available for inspection at the
Registered Office of the Company during Working hours and any member
interested in obtaining such information may write to the Company
Secretary and the same will be furnished without any fee and free of
cost.
AUDITORS REPORT:
The observations of the auditors are explained where ever necessary in
appropriate notes to the Accounts and needs no further explanation.
However, your directors wish to inform you that diminution in the value
of investment is of short term nature and therefore, no provision has
been made.
AUDITORS:
The auditors of the company M/s. Kantilal Patel & Co., Chartered
Accountants [Firm Registration No: 104744W] retires and being eligible,
offers themselves for reappointment.
SECRETARIAL AUDITOR
The Company has appointed M/s. SPANJ & Associates, Company Secretaries
to conduct Secretarial Audit for the financial year 2014-15. The
Secretarial Audit Report for the financial year ended 31st March, 2015
is annexed with this report in Annexure-B.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Details of the same are provided in the Management Discussion and
Analysis Report attached to this report.
The Internal Auditors reviews the efficiency and effectiveness of the
systems and procedures. The Audit Committee approves and reviews the
internal audit plan for the year.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed with this report in Annexure-C.
INDUSTRIAL RELATIONS
The employee relations have remained cordial throughout the year and
industrial harmony was maintained. Measures for the safety, training
and development of the employees continued to receive top priority. The
Directors wish to place on record their appreciation of the valuable
contribution made by the employees of the Company at all levels towards
the performance and growth of the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013
The company has not given any loans or guarantees covered under the
provisions of Section 186 of the Companies Act, 2013. The details of
the investments made by Company are given in the financial statements.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual evaluation
of its own performance, performance of the Directors as well as the
evaluation of the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluation
criteria, procedure and time schedule for the Performance Evaluation
process for the Board, its Committees and Directors. Directors were
evaluated on aspects such as attendance and contribution at Board/
Committee Meetings and guidance/ support to the management outside
Board/ Committee Meetings.
Areas on which the Committees of the Board were assessed induded degree
of fulfillment of key responsibilities, adequacy of Committee
composition and effectiveness of meetings.
The performance evaluation of the Independent Directors was carried out
by the entire Board, excluding the Director being evaluated. The
performance evaluation of Non Independent Directors was carried out by
the Independent Directors who also reviewed the performance of the
Board as a whole. The Nomination and Remuneration Committee also
reviewed the performance of the Board, its Committees and of the
Directors.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND
DEVELOPMENT, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology
absorption, research and development, foreign exchange earnings and
outgo as required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of The Companies (Accounts) Rules, 2014 is given in
the Annexure-A forming part of this Report.
ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for the support
extended by Bankers and Government Officers. Your Directors also place
on record their deep appreciation of the services rendered by the
Officers, staff and workers of the company at all levels. Your
Directors also acknowledge the continued invaluable support extended by
you - our shareholders- and the confidence that you have placed in the
company.
For & On behalf of the Board
Date : 29/05/2015 TUSHAR PATEL
Place: Ahmedabad MANAGING DIRECTOR
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