| Dear Members
The Directors hereby present their TWENTYFIRST ANNUAL REPORT alongwith
the Audited Financial Statements for the year ended 31st March, 2015.
FINANCIAL HIGHLIGHTS: (Rupees) (Rupees)
2014-2015 2013-2014
Profit before Interest & Depreciation 2,74,37,601 73,99,433
Finance Cost 2,64,44,282 1,98,21,096
Profit before Depreciation 9,93,319 (1,24,21,663)
Depreciation 92,95,446 27,56,470
Profit before Tax (83,02,127) (1,51,78,133)
Tax Expeness: - -
Current tax 0 0
Deferred Tax Expense / (Income) (1,19,85,018) (28,49,887)
Profit after Tax 36,82,891 (1,23,28,246)
Balance brought forward from previous Year 15,08,43,922 16,31,72,168
Balance Carried Forward 15,44,96,068 15,08,43,922
Dividend
Considering the exigencies of the fund, your Directors have not
recommended any dividend.
Directors' Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, to be best of their knowledge, confirm that
a) in the preparation of the accounts the applicable accounting
standards have been followed along with proper explanations relating to
material departure;
b) appropriate accounting policies have been selected and applied
consistently and have 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 and of the profit of
the Company for that period;
c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and
were operating effectively;
f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS FOR2014-2015
To avoid repetition in Directors' Report and Management Discussion &
Analysis, your Directors have presented a composite summary of
performance and functions of the Company.
Economy
Global economy in the year 2014-15 reflected a moderate pick-up in
growth in advanced economies. However, slow down in emerging market and
developing economies has continued. Economic growth in India is
projected to be stronger in 2015-16 compared to the last year. However,
Geopolitical tension continues to pose threats. In some advanced
economies, protracted low inflation or deflation also poses risks to
economic activity. The decline in crude price could boost economic
activities in India.
Industry Structure and development
Your Company belongs to the Garment and apparel industry, which is
susceptible to fast changing trends and styles. It is a labour
intensive Industry and requires skilled and unskilled labour in large
numbers. The new Government has laid emphasis on job oriented
industries to generate employment Regulations
Performance of the Company
Domestic sales for the year under review were Rs.627.13 lacs, a fall of
12% compared to last year. Income from the real estate and investment
activities was up by about 73% mainly due to the profit realized on
sale of Industrial unit.
The total income for the year under review was Rs. 1012.06 lakhs and
profit after tax of Rs.36.82 lacs as against Rs.933.10 lakhs and loss
after tax of Rs.123.28 lacs for the previous year respectively.
Opportunity and threats
Your Company is strengthening its manufacturing facilities and is able
to procure the entire range of Men's wear at low cost with reasonably
good quality. The growing young population of our country gives
tremendous scope for the development of this industry.
The unavailability of skilled labour and high sticky inflation has
caused a cascading effect on the growth rates of wages and manpower
costs.
The New Government is committed to encourage the healthy growth of
Capital Market for development of the Economy.
The market regulators are also concerned in regaining the confidence of
investors, which is adversely effected due to economic slowdown and
scams.
Future Outlook
Your Directors are of the opinion that new government's agenda of
development and creating jobs for young generation will stimulate the
growth. Considering the huge population and change in consumers'
spending pattern, Indian economy is bound to grow in coming years.
Loans, Guarantees and investments
The Company has not given any loan or guarantee. The Company has made
investments in shares and commercial properties details of which are
provided in the financial statements.
Public Deposits
Your Company has not accepted any deposit from the public, its
shareholders or employees during the year under review.
Conservation of Energy etc.
Information pertaining to conservation of energy, technology absorption
and foreign exchange earning and outgo as required under the provisions
of Section 134 (3) (m) of the Companies Act, 2013 read with the rules
made thereunder, are as under
a)Conservation of Energy: All machinery and equipment are periodically
serviced and overhauled to keep them in good condition. This helps in
consumption of lesser energy.
Considering the minimal utilization of power, the Company has not opted
for alternate energy source. bJTechnology Absorption: The Company has
not imported any technology. The nature of activities of the Company
does not warrant any exclusive R&D. c)Foreign Exchange Earnings and
Outgo:
Earnings-Rs NIL
Outgo ~ Rs 10672260/- (Import of machinery)
Corporate Governance
In line with the requirement of the Companies Act,2013 as also amended
Clause 49 of the Listing Agreement, the Board of Directors has
constituted new committees. Details of these committees along with
their terms of reference, composition and meetings held during the
year, are provided in the Corporate Governance Report. During the year
the Company has also amended the existing policies and adopted new
policies such as CSR policies, Related Party Transaction Policies,
Whistle Blower Policies.
Aseparate report on Corporate Governance is annexed, which forms part
of this report. Acertificate of CEO and CFO of the Company confirming
the correctness of the financial and cash flow statements, adequacy of
the internal control measures and reporting of matters to the Audit
Committee is also annexed and forms part of this Directors'Report.
Transactions with related parties
None of the transactions with related parties falls under the scope of
Section 188(1) of the Companies Act, 2013. Information on transactions
with related parties pursuant to Section 134 (3)(h) of the Act read
with rule 8(2) of the Companies (Accounts) Rules,2014 are given in
Annexure 2 in Form AOC-2 and the same forms part of this report. The
Company does not have any subsidiary.
SUBSIDIARY COMPANIES
Your Company does not have any subsidiary. Niktin Properties & Estates
Pvt. Ltd. in which your Company is holding 39.41% of its share capital,
is the Associate and in pursuance to the provisions of Section 2(6) of
the Companies Act, 2013.
A separate section on the performance and financial position of this
associate in Form AOC-1 is part of this report.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Accounting Standards 21, 23 and 27 issued by the
Institute of Chartered Accountants of India, consolidated financial
accounts prepared on the basis of financial statements of the associate
company forms part of this reportand accounts.
MATERIAL CHANGES AND COMMITMENT
There was no material change and commitments affecting the financial
position of the Company between the end of the financial year and the
date of this report.
Directors and key managerial personnel
Your Directors regret to inform the sad demise of Mr. Brijlal S.
Bachani on 31st October, 2014. Mr. Bachani was associated with your
Company since it became public in the year 1995 (27-01-1995). Your
Directors place on record their appreciation for the valued guidance of
Mr. Bachani to the Company during his tenure with the Company.
The Board in its meeting held on 14th March,2015 had appointed Mrs.
Kavita Hingorani as an Additional Director. The Board also in its
meeting held on 27* April, 2015 had appointed Mrs. Roopa Teckchandani
as an Additional Director (Independent). Pursuant to the provisions of
Section 161 of the Act, both Mrs. Kavita Hingorani and Mrs. Roopa
Teckchandani would be vacating their office as Directors in the
forthcoming Annual General Meeting. The Company has received notices
under Section 160 of the Act alongwith refundable deposit of the
prescribed amount, proposing the appointments of Mrs. Hingorani as
Director and Mrs. Roopa Teckchandani as an Independent Director.
Both the proposed appointments of Mrs. Hingorani and Mrs. Roopa
Teckchandani were recommended by the Nomination & Remuneration
Committee. The Board of Directors of the Company had formed the opinion
that Mrs. Roopa Teckchandani meets with the criteria of Independence
as per Section 149(6) of the Act and rules made thereunder and
requirements of Clause 49 of the listing agreement with the BSE Ltd.
Mr. Narain Hingorani shall retire by rotation at the forthcoming Annual
General Meeting and being eligible has offered himself for
re-appointment.
During the year under review, none of the non-executive directors had
any pecuniary relationship or transactions with the Company.
Pursuant to the provisions of Section 203 of the Companies Act, 2013
and Clause 49 of the listing agreement with the BSE Ltd. Mr. Narain
Hingorani, Managing Director of the Company is Chief Executive Officer,
and Mr. Prakash Dhumal is the Chief Finance Officer. The Company is in
search of an ideal candidate for the post of the Company Secretary.
Nomination & Remuneration Policy
The Nomination and Remuneration Policy recommended by the Nomination &
Remuneration Committee is duly approved and adopted by the Board of
Directors. The said policy is annexed to the report as Annexure I.
Number of meeting of the Board
Eight meetings of the Board were held during the year under review.
Corporate Governance Report, which forms part of this report, contains
the details about the Board meeting as also meeting attended by each
Directors of the Company.
Declaration of Independence
All the independent directors have submitted declarations as required
pursuant to Section 149(7) of the Companies Act, 2013 stating that they
meet the criteria of independence as stipulated in Section 149(6) of
the Act.
Board evaluation
Pursuant to the provisions of the Act and Clause 49 of the Listing
Agreement with the BSE Ltd., the Board of Directors had done the annual
evaluation of its own performance, its committees and individual
directors. The Nomination and Remuneration Committee reviewed the
performance of the individual directors on the basis of criteria such
as the contribution of the individual director to the Board and
committee meetings.
In a separate meeting of independent directors, performance of
non-independent directors, performance of the Board as a whole was
evaluated, taking into account the views of the management and
non-executive directors.
Policy on appointment of directors and remuneration as provided in
Section 178(3) of the Companies Act,
2013 has been dealt with in the corporate governance report, which
forms part of the Directors' Report.
Audit Committee
The details pertaining to composition of audit committee are included
in the Corporate Governance Report, which forms part of this report.
Internal Control System
Adequate internal control systems are in place to maintain quality of
product, proper accounting as per norms and standards laid prescribed,
asset maintenance and its proper use. The Company has an independent
internal auditor, who periodically reviews the accounts and reports to
the Audit Committee.
Risk Management ,
The Company has Risk Management Committee. This committee is
responsible for reviewing the risk management plan and its
effectiveness. The audit committee also reviews the financial risk and
its control. The management also continuously access the risk involved
in the business and all out efforts are made to mitigate the risk with
appropriate action. All the assets of the Company are adequately
covered by comprehensive insurance.
Employees
The relations between the management and employees remained cordial
through out the year. Information required under Section 197 of the Act
read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are appended to this report as
Annexure 3 and forms part of this report.
None of the employees was in receipt of the remuneration exceeding the
prescribed limit and hence, information under the Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are not given.
Auditors:
According to Directors, there is no adverse remarks made by Statutory
Auditors in their report. Notes to the accounts are self explanatory to
comments/observation made by the auditors in their report. Hence, no
separate explanation is given.
M/s. Udayavar Dhaneshkumar & Associates, Chartered Accountants,
Statutory Auditors of your Company shall retire at the forthcoming
Annual General Meeting. However, they are eligible for reappointment.
Members are requested to appointthe Auditors and fix their
remuneration.
During the year, Secretarial Audit was carried out by Mr. Upendra C.
Shukla, Practising Company Secretary for the financial year 2014-15.
The report on the Secretarial Audit is appended as Annexure 5 to this
report. According to the Board of Directors the report does not have
any adverse remark.
REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud as specified
under the second proviso of Section 143(12) of the Companies Act, 2013.
Extract of Annual Return
An extract of Annual Return in Form MGT-9 in pursuance to the
provisions of Section 92(3) of the Companies Act,2013 is annexed to
this report as Annexure 4 and forms part of this report.
Corporate Social Responsibility (CSR):
Since the profitability of the Company is below the limit prescribed
under Section 135 of the Companies Act,2015, the provisions pertaining
to Corporate Social Responsibility are not attracted.
Vigil Mechanism
The Company has a vigil mechanism policy to deal with instances of
fraud and mismanagement. The whistle blower policy adopted by the Board
of Directors is hosted on the website of the Company.
Details of Significant and Material Orders passed by the Regulators or
Court or Tribunals
During the year under review, there were no material and significant
orders passed by any of the regulators or courts or tribunals Impacting
the going concern status and the Company's operations.
Disclosure under Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013
In compliance to the new Act of 'Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, your Company has
duly constituted an internal complaint committee. The Committee has
formulated policy to ensure protection to its female employees.
Cautionary Statement
Statements in the Annual Report, particularly those which relate to
Management Discussion and Analysis may constitute forward looking
statements within the meaning of applicable laws and regulations.
Although the expectations are based on the reasonable assumption, the
actual results might differ.
Acknowledgement:
The Directors wish to place on record their deep sense of appreciation
to the Company's Bankers and all the staff members for their unstinted
support. Your directors also wish to thank the shareholders for
confidence reposed In the management of the Company.
For & on behalf of the Board of Directors
Place: Mumbai (Narain N. Hingorani)
Date: 14/11/2015 Chairman & Managing Director
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