Dear Members,
The Directors of your Company present their 33rd Annual Report & the
Audited Statements of Account of the Company for the financial year
ended March 31, 2015.
Financial Results
The performance of your Company for the financial year ended March
31,2015 is summarized below.
(Rs./Lakhs)
2014-15 2013-14
Turnover & other Income 262.79 162.83
incl. Exports) Nil Nil
Gross Profit before 127.72 (15.02)
financial exp. & depreciation
Less: Financial Expenses 0.29 2.11
Depreciation 48.50 52.45
Exceptional Items (0.73) 2.43
Net Profit/(Loss) before Tax 79.66 (72.01)
Less: Provision for Taxation 9.63 NIL
Income Tax adj. for earlier years NIL NIL
Less: Adj. for deferred tax (10.33) (7.04)
Mat credit entitlement (9.63) NIL
Met Profit /(Loss) after tax 89.99 (64.97)
Add: Amount b/f from last year (88.35) (23.38)
impact of carrying amount of asset
Where remaining useful life is Nil (9.59) NIL
Balance transferred to Balance Sheet (7.95) (88.35)
Dividend
In view of accumulated losses, the Directors are not in a position to
recommend any dividend for the financial year 2014-15.
Operations
The performance of your Company during the financial year under review
has been impacted substantially, due to scale-down of operations to
negligible, higher input costs, low export orders and subdued cotton &
textile markets.
Future Business Prospects:
The Board of Directors have been exploring and assessing various
available business propositions for diversification including, inter-
alia, the manufacturing of Woven Garments, for better prospects, and
for augmenting the resources & the profitability of the Company.
The Directors are hopeful of improved working results in the ensuing
period.
Technology upgradation, modernisation cum diversification
The Company has not incurred any expenditure on technology upgradation
& modernization of machinery and equipment during the year under report
and during the preceding year.
Future Prospects
During the first quarter of the financial year 2015-16, the Company has
achieved a nil turnover (upto May 30,2015) as against Rs. NIL in the
corresponding first quarter of the previous year. Strict monitoring is
being done to cut down costs and overheads wherever feasible to make
the product more price competitive.
Finances
Your Company continues to have the support of its Bankers, Punjab
National Bank, for the working capital requirements commensurate with
its business activities.
Deposits
The Company has neither invited nor accepted any deposits from the
Public during the year under report.
Particulars of Loans, Guarantees or Investments
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 notes
to the financial statements.
Internal Control Systems and their adequacy
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 of the Board and to the
Managing Director.
Rajeev Shagun Gupta & Co were appointed as Internal Auditors in terms
of Section 138 of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014 monitors and evaluates the efficacy and adequacy
of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies 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, if any,
along with corrective actions thereon are presented to the Audit
Committee of the Board.
Directors
The Company has received requisite notice(s) from the member(s)
proposing the candidatures of Mrs. Kusum Chopra, as Independent
Director.
Pursuant to the provisions of Section 149,152 read with Schedule IV and
all other applicable provisions of the Companies Act, 2013 and the
Companies (Appointment and Qualification of Directors) Rules, 2015
(including any statutory modifications or re-enactment thereof for the
time being in force) and Clause 49 of the listing agreement, the
Independent Director proposed to be appointed shall hold office for 5
(five) consecutive years for a term upto March 29, 2020. The Company
has received declarations from all the Independent Directors conforming
that each of them meets the criteria of independence as prescribed
under Section 149(6) of the Companies Act, 2013 and Clause 49 of the
listing agreement.
Mr. Hari Bansal, Director, retires by rotation at the ensuing Annual
General Meeting and is eligible for re-appointment. Board of Directors
recommends his re-appointment.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing agreement, the Board has carried out an evaluation of its
own performance, the directors individually as well as the evaluation
of the various Committees. The manner in which the evaluation has been
carried out has been explained in the Corporate Governance Report.
Remuneration Policy
The Board on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
Meetings
A Calendar of Meetings is prepared and circulated in advance to the
Directors.
During the year six Board Meetings and four Audit Committee Meetings
were convened and held. The details of which are given in the Corporate
Governance Report. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013.
Audit Committee
The Company has in place an Audit Committee in terms of the
requirements of the Companies Act, 2013 read with the rules made
thereunder and Clause 49 of the Listing Agreement. The details relating
to the same are given in Report on Corporate Governance forming part of
this Report.
Directors' Responsibility Statement
In terms of Section 134(5) of the Companies Act, 2013 the directors
would like to state that:
i) In the preparation of the Annual Accounts, the applicable accounting
standards have been followed;
ii) The directors have selected such accounting policies and have
applied them consistently and made judgments and esti- mates 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 or loss of the Company for the year under review;
iii) 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 any fraud or other
irregularities;
iv) The directors have prepared the annual accounts on a going concern
basis;
v) 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; and
vi) The directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such system were
adequate and operating effectively.
Related party transactions
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. 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 the Company at large. Accordingly, no transactions are being
reported in Form AOC-2 in terms of Section 134 of the Act read with
rules made thereunder.
Amount carried to Reserve
The Company has not transferred any amount to the reserves during the
current financial year.
Material changes and commitments affecting the financial position of
the Company between the end of the financial year and the date of the
report
There are no material changes and commitments affecting the financial
position of the Company between the end of the financial year and the
date of this Report.
Code of Conduct
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course
of day to day business operations of the Company. The Company believes
in "Zero Tolerance" against bribery, corruption and unethical
dealings/behaviors of any form.
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees
in their business dealings and in particular on matters relating to
integrity at the work place, in business practices and in dealing with
stakeholders. The Code gives guidance through examples on the expected
behavior from an employee in a given situation and the reporting
structure.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code.
Vigil Mechanism/Whistle Blower Policy
The Company has a vigil mechanism policy to deal with the 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 Companies, having highest
standards of Corporate Governance and stakeholder responsibility. The
periodic report for any instance is to be reported before the Audit
Committee.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for prevention of insider
trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading window is closed. The Board is respon- sible for implementation
of the Code.
All Board members and the designated employees have confirmed
compliance with the Code.
Details of significant & material orders passed by the Regulators or
Courts or Tribunals
During the year under review, there were no material and significant
orders passed by the regulators or courts or tribunals impacting the
going concern status and the Company's operations in future.
Secretarial Auditors
As required under Section 204(1) of the Companies Act, 2013 read with
the Companies (Appointment and Remuneration of managerial Personnel)
Rules, 2014 the Company had appointed Ms. Jyoti Sharma, Company
Secretary in practice of JVS & Associates to undertake the Secretarial
Audit of the Company for the financial year 2014-15. The Secretarial
Audit Report for the financial year ended March 31, 2015 is annexed as
Annexure-A.
Auditors
M/s. S.R. Dinodia & Company, Chartered Accountants, New Delhi, retire
and being eligible, offer themselves for re-appointment as Auditors of
the Company for the current financial year 2015-16, to hold office till
the conclusion of the next Annual General Meeting. The Company has
received the consent and the requisite Certificate(s) under the
Companies Act, 2013, from them.
Auditor's Report/Secretarial Audit Report
The observation made in the Auditors'/Secretarial Auditors' Report read
together with relevant notes thereon are self-explanatory and hence do
not call for any further comments under Section 134 of the Companies
Act, 2013.
Extract of Annual Return
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as Annexure-B.
Subsidiary Company
During the year under review, M/s Aum Texfab Pvt. Ltd. continues to be
a Subsidiary of the Company and the contribution of the said Subsidiary
Company was insignificant. The consolidated financial statements of the
Company and its above said subsidiary form part of the Annual Report.
Consolidated Financial Statements
Your Directors have pleasure in attaching the Consolidated Financial
Statements pursuant to Section 129(3) of the Companies Act, 2013 and
Clause 32 of the Listing Agreement entered with the Stock Exchanges and
prepared in accordance with the Accounting Standards prescribed by the
Institute of Chartered Accountants of India, in this regard.
The Auditors report to the shareholders does not contain any
qualification, observation or adverse comment.
Corporate Governance
The Management Discussion & Analysis Report and the Report on Corporate
Governance, along with the Certificate from the Auditors of the Company
regarding compliance with the conditions of Corporate Governance as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange, is given in the Annexure, forming part of this Report. The
Corporate Governance Report for the financial year ended March 31, 2015
is annexed as Annexure-C.
Particulars of Employees
There was no employee who was in receipt of remuneration for the
financial year under report in the aggregate of not less than Rs. 60
Lacs per annum, if employed throughout the year or Rs. 5 lacs per
month, if employed for part of the financial year, within the meaning
of Section 197 read with rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. The informa- tion
required pursuant to Section 197(12) of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 ('the Rules') in respect of employees of the Company, is annexed
to this Report as Annexure-D.
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings & Outgo
The relevant information & data required to be disclosed in terms of
the provisions of the Companies Act, 2013 and the rules made thereunder
is given in the Annexure- E and forms part of this Report.
Acknowledgements
Industrial relations continue to be cordial during the year under
report. The Directors appreciate the effort and contribution made by
the Workers, Staff Members and Executives at all levels. The Directors
would also like to thank the Shareholders, Bankers, Custom- ers, and
Suppliers & Vendors for the continuous support given by them to the
Company, and their confidence in its management.
For & on behalf of the Board
C.L. JAIN
Place : New Delhi Mg. Director
Dated : May 30,2015 DIN00022903
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