| Dear Members,
Your Directors have pleasure in presenting their 27th Annual Report on
the business and operations of the Company together with the Audited
Statement of Accounts for the year ended 31st March, 2015.
FINANCIAL HIGHLIGHTS
During the year under review, performance of your company is as under :
31st March 2015 31st March 2014
Particulars
(Rs. in Lacs) (Rs.in Lacs)
Total Income 13916.58 13912.88
Profit/(Loss) before Interest and 1433.81 1320.28
Depreciation Before prior period
adjustment
Previous year adjustments & Extra 290.40 53.70
Ordinary Items
Profit / (Loss) before 1143.41 1266.58
Interest and Depreciation
Less : Interest for the year 5361.19 5361.16
Profit / (Loss) before Depreciation (4217.78) (4094.58)
Less: Depreciation 427.27 428.24
Profit /(Loss) before Tax (4645.05) (4522.82)
Less : Provision for taxation - -
Profit / (Loss) after Tax for the year (4645.05) (4522.82)
Add: Balance Brought Forward (95858.20) (91335.38)
from the Previous year
Profit/(Loss) carried to Balance Sheet (100503.25) (95858.20)
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK :
During the year under review, total revenue remained almost at same
level to Rs. 139.17 crores as against Rs. 139.13 crores in the
previous year. There was a cash profit to the tune of Rs 14.34 crores
as against Rs. 13.20 crores before interest and Depreciation in the
previous year. Overall performance of the textile industry in India
continued to be under pressure due to increased prices of raw materials
and other resources.
BUSINESS OUTLOOK :
Demand for textile products have been on the fall for the higher end
products like wool rich products due to global recession and have been
the reason for not so encouraging top line. Coupled with this, sporadic
fiscal instability in certain global markets was a cause of concern.
Although, the demand for the same has started showing some improving
trends and hence the company is optimistic and continuing its vigorous
efforts in domestic as well as in foreign market.
PROCESS OF RESTRUCTURING :
Under the provisions of Securitisation and Reconstruction of Financial
Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act),
ARCIL had taken over possession of the secured assets of the Company's
plants and appointed Indoworth India Limited as the Custodian of such
assets. The Company's business continued throughout the year as usual.
However, the matter is subjudice in various suits before the Calcutta
High Court and other Forums, and necessary adjustments in the financial
statements, if required, would be made upon final adjudication of
proceedings. The matter is subjudice and writ petition is pending
before the Hon'ble High Court Calcutta.
MATERIAL CHANGE AND COMMITMENTS AFTER THE BALANCE SHEET DATE
There have been no material changes and commitments, affecting the
financial position of the Company which have occurred between the end
of the financial year of the Company to which the Financial Statements
relate and the date of this report.
DIVIDEND :
In view of huge accumulated losses, the Directors regret their
inability to recommend any dividend for the Financial Year 2014-15.
DEPOSITS :
The Company has neither invited nor accepted deposits from the public
within the meaning of Section 73 of the Companies Act, 2013 and the
rules made there under.
DIRECTORS' RESPONSIBILITY STATEMENT :
In compliance of Section 134 (5) of the Companies Act, 2013, your
Directors state as follows :
a) That in the preparation of accounts, applicable accounting standards
have been followed and there are no material departures ;
b) That appropriate accounting policies have been selected and applied
consistently with reasonable and prudent judgements and estimates so as
to give true and fair view of the state of affairs of the Company ;
c) That proper and sufficient care have been taken for the maintenance
of adequate accounting records for safeguarding assets and for
preventing fraud and other irregularities ;
d) That the Annual Accounts have been prepared on a going concern basis;
e) That internal financial controls had been laid down and are adequate
and operating effectively ;
f) That proper systems had been devised to ensure compliance with the
provision of all applicable laws and such systems are adequate and
operating effectively ;
DIRECTORS AND KEY MANAGERIAL PERSONNEL :
Mr. S. N. Shenwai (DIN : 01716415), retire by rotation at the ensuing
Annual General Meeting and, being eligible, offers himself for
re-appointment.
Since the last Annual General Meeting, Mr. Tara Chand Jain (DIN :
07144151) has been appointed as Additional Director of the Company
w.e.f. 31.03.2015. Appropriate Resolution seeking your approval for his
appointment is appearing in the Notice convening the Annual General
Meeting.
DECLARATION FROM INDEPENDENT DIRECTOR :
The Independent Directors has submitted their Disclosures to the Board
that they fulfill all the requirements as stipulated under section 149
(6) of the Companies Act, 2013 so as to qualify themselves to be
appointed as Independent Directors.
PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186 :
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 forms part of the
Financial Statements.
TRANSACTION WITH RELATED PARTY :
Related party transactions that were entered during the financial year
were on arm's length basis and in the ordinary course of business.
There were no materially significant related party transactions which
were in conflict of the Company.
AMOUNTS TRANSFERRED TO RESERVES :
In view of huge accumulated losses, the Directors regret their
inability to recommend any amount to be transferred to reserves for the
Financial Year 2014-15.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO :
The details pertaining to conservation of energy, technology,
absorption, foreign exchange earnings and outgo are provided as
Annexure I, which forms part of this report.
RISK MANAGEMENT :
A comprehensive risk management policy for the purpose of management
policy in the Company for periodical review by the Board of Directors
is in place. In addition, Risk Management issues are generally
discussed in the Audit Committee.
CORPORATE SOCIAL RESPONSIBILITIES :
The provisions of Section 135 of the Act in connection with Corporate
Social Responsibility are not applicable to the Company since the
Company falls below the threshold limits.
BOARD EVALUATION :
The board of directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the
provisions of the Act and the corporate governance requirements as
prescribed by Securities and Exchange Board of India ("SEBI") under
Clause 49 of the Listing Agreements ("Clause 49").
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of the criteria such as the
Board composition and structure, effectiveness of board processes,
information and functioning, etc.
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of the criteria
such as the composition of committees, effectiveness of committee
meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC")
reviewed the performance of the individual directors on the basis of
the criteria such as the contribution of the individual director to the
Board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in
meetings, etc. In addition, the Chairman was also evaluated on the key
aspects of his role.
In a separate meeting of independent Directors, performance of
non-independent directors, performance of the board as a whole and
elected Chairman of the each meeting was evaluated, taking into account
the views of executive directors and non-executive directors. The same
was discussed in the board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its
committees and individual directors was also discussed.
CORPORATE GOVERNANCE :
As a Listed Company, necessary measures are taken to comply with Clause
49 and all other applicable provisions of Listing Agreements with the
Stock Exchanges and other Company Law requirements. A report on
Corporate Governance along with a certificate from the Auditors is
annexed hereto and forms part of this Report.
NUMBER OF BOARD MEETINGS :
During the Financial Year 2014-15, the Board of Directors of the
company met six times details of the meetings has been given in the
Corporate Governance Report, which forms part of this report.
AUDIT COMMITTEE :
The Details pertaining to composition of Audit Committee are included
in the Corporate Governance Report, which forms part of this report.
NOMINATION & REMUNERATION COMMITTEE :
The Details pertaining to composition of Nomination & Remuneration
Committee are included in the Corporate Governance Report, which forms
part of this report.
STAKEHOLDERS RELATIONSHIP COMMITTEE :
The Details pertaining to composition of Stakeholders Relationship
Committee are included in the Corporate Governance Report, which forms
part of this report.
AUDITORS' REPORT :
The observations of the Auditors' Report have been dealt with in the
Notes to Financial Statement, and being self- explanatory, do not call
for any further clarifications.
AUDITORS :
M/s S. S. Kothari & Co., Chartered Accountants, Auditors of the Company
are retiring at the ensuing Annual General Meeting and are eligible for
re-appointment.
COST AUDITOR :
Your Company had appointed M/s Sanat Joshi & Associates, Cost
Accountants, as Cost Auditors, with the approval of the Central
Government, for audit of cost records maintained by the Company for the
financial year 2015-2016. SECRETARIAL AUDITOR :
In terms of Section 204 of the Companies Act, 2013, the Board of
Directors at their meeting held on 29th May, 2015, have appointed M/s K
K Sanganeria & Associates, Practicing Company Secretaries, as
Secretarial Auditor, for conducting Secretarial Audit of the Company
for the Financial Year 2015-16. Report of the Secretarial Auditor for
the financial year ended 31.03.2015 is given as an Annexure II which
forms part of this report.
BOARDS VIEW :
During the year under Review the Company continued to be under BIFR as
a Sick Industrial Undertaking. The matter is subjudice before the Court
of Law. As regards appointment of full time Company Secretary, the
company is on the lookout for suitable candidates and the compliance of
the requirement shall be met shortly. The Company has disputed the
repayment of due. The loss and damages caused to the borrower by the
lender is much more than the amount lent. Hence, figures of the
borrowed amount shown in the balance sheet after due adjustments with
the said loss and damages may result in entitlement to recover
substantial amount from the lender. Under these facts and
circumstances, the figures of borrowed amount in this balance sheet
cannot be considered as admission, if any, of the claim of lender(s)
EXTRACT OF ANNUAL RETURN :
As provided under Section 92 (3) of the Companies Act, 2013, the
extract of Annual Return is given in Annexure III in the prescribed
form MGT-9, which forms part of this report.
POLICY ON PREVENTION OF SEXUAL HARASSMENT
The company is committed to provide a safe and conducive work
environment to its employee and has formulated "Policy for Prevention
of Sexual Harassment".
During the financial year ended 31st March, 2015, the Company has not
received any complaints pertaining to Sexual Harassment.
INDUSTRIAL RELATIONS :
Industrial Relations continued to remain cordial throughout the year.
Your Directors wish to place on record their appreciation for dedicated
and sincere services rendered by the executives, staff and workmen at
all levels.
ACKNOWLEDGEMENT :
Your Directors acknowledge with gratitude the co-operation and
assistance received from the Central and State Government, Financial
Institutions, Banks, Shareholders and others during the year under
review.
On Behalf of the Board
Place: Kolkata S. N. Shenwai T. C. Jain
Date: 29th May, 2015 Executive Director Director |