| Dear Members,
The directors have pleasure in presenting their Twenty Eighth Annual
Report on the business and operations of the company together with
Audited Financial Statements for the financial year ended 31st March,
2015.
1. FINANCIAL HIGHLIGHTS :
(Rs. In Lacs)
Particulars 2014-15 2013-14
Revenue from Operations 574.02 589.66
Other Income 8.01 6.91
Prorfrt/(Loss) Depre.and Tax 7.42 14.85
Less : Depreciation 28.11 14.24
Profit/(Loss) before Tax (20.69) 0.61
Less: Provision for Income Tax 0.00 0.12
Less/(Add): Deferred tax Liability/(Assets) 0.44 0.40
Profit/ (Loss)after tax (20.24) 0.89
Add : Balance B/F from the previous year (341.70) (342.59)
Balance Profit/(Loss) C/F to the next year (361.95) (341.70)
2. PERFORMANCE REVIEW, OPERATION AND PROSPECTS :
During the year under review, the Company's turno-ver has declined to
Rs. 574.02 Lacs as compared to Rs. 589.66 Lacs (YoY) and suffered net
loss of Rs. 20.24 Lacs. The texturising units and weaving segment have
been witnessing huge competition, labour problems and constant rise in
variable costs which has directly affected perform-ance of the company.
Further lack of availability of adequate finance has debarred the
company to take initiative towards various expansion and modernization
programme.
Your directors are taking effective steps to increase operational
efficiency and quality of products and are devising cost control
techniques to cut down variable costs to the extent possible. Your
directors are confident that company will improve its performance in
coming years.
DIVIDEND
During the year under review, the company has incurred loss and in the
absence of any distributable profit, your directors regret their
inability to recommend any dividend
TRANSFER TO RESERVES:
The company has not transferred any amount to General Reserve during
the financial year.
EXTRACT OF ANNUAL RETURN:
The extract of the Annual Return in Format MGT-9 for the Financial Year
2014-15 has been enclosed with this report. (Annexure-I)
DIRECTORS:
Directors retiring by rotation:
Pursuant to the Articles of Association of company read with the
section 152(e) of the Companies Act, 2013 Shri Vijayendra K. Arya
retire by rotation at the ensuing Annual General Meeting and being
eligible offer himself for reappointment.
Directors' Appointment/Resignation:
At the last Annual General Meeting held on 30th September, 2014, the
members of your company appointed Shri Brijlal Karwasara as independent
director under the Companies Act, 2013 for a period of 5 years w.e.f.
30.09.2014.
Shri Rajesh Kumar Nigania resigned as a director of your company w.e.f.
31st March, 2015 due to his other business pre-occupations.
7.BOARD MEETINGS:
The Board of Directors of the company met 8 times during the year
2014-2015. The details of the various Board Meetings are provided
hereunder
Sr.
No. Name of Directors Date of Board Meetings
24.05.14 03.06.14 14.08.14
1 Mr. Vijayendra K. Arya Y Y Y
2 Mrs. Nitu Arya Y Y Y
3 Mr. Sunil Kumar Hada Y Y Y
4 Mr. Rajesh Kumar
Nigania Y Y Y
5 Mr. Brijlal Hetram
Karwasara - - -
Sr.
No. Name of Directors
05 .10,14 15,11.14
1 Mr. Vijayendra K. Arya Y Y
2 Mrs. Nitu Arya Y Y
3 Mr. Sunil Kumar Hada Y Y
4 Mr. Rajesh Kumar
Nigania Y Y
5 Mr. Brijlal Hetram
Karwasara Y Y
Sr.
No. Name of Directors Date of Board Meetings
09.02.15 14.02.15 31.08.15
1 Mr. Vijayendra K. Arya Y Y Y
2 Mrs. Nitu Arya Y A Y
3 Mr. Sunil Kumar Hada Y Y Y
4 Mr. Rajesh Kumar Nigania Y Y -
5 Mr. Brijlal Hetram
Karwasara Y Y Y
Y stands for 'Attended', A stands for 'Absent' and L stands for 'Leave
granted'
8. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013
the directors of the company confirm that:
(a) In the preparation of the Annual Accounts for the financial year
ended on 31st March 2015, 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 com-pany as at 31 st March 2015 and of the profit and loss
account 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 have prepared the Annual ac counts on a 'going
concern basis' and,
(e) The directors 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) The directors have devised proper systems to ensure compliance with
the provisions of all the applicable laws and that such systems were
adequate and operating effectively.
9. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR:
The Company has received declaration pursuant to Section 149(6) of
Companies Act, 2013 from all independent directors.
10. COMPANY'S POLICY ON DIRECTRS' APPOINTMENT AND REMUNERATION:
Nomination and Remuneration Committee has formulated a policy relating
to remuneration of directors and other employees which has been
approved by the Board. The remuneration policy and the criteria for
determining qualification, position attributes and independence of a
director are stated in the Corporate Governance Report.
11. AUDITOR'S REMARK:
The observations made in the Auditor's Reports Secretarial Audit Report
are self-explanatory and do not require further explanation. There was
no adverse remark in audit report.
12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186:
The company has not given any loan or provided any guarantee or made
any investment for .the financial year ended 31st March, 2015 pursuant
to section 186 of Companies Act, 2013.
13. RELATED PARTY TRANSACTIONS:
All transactions entered with Related Parties, during the financial
year were in the ordinary course of business and on an arms length
pricing basis and do not attract the provision of Section 188 of the
Companies Act, 2013. Thus disclosure in Form AOC2 is not required!
There were no materially significant related parties' transaction
during the financial year with promoters and directors which were in
conflict with the interest of the Company. Suitable disclosure as
required by Accounting Standard has been made in the notes to the
Financial Statements.
All related party Transactions are placed before the Audit Committee as
also to the Board of Directors' for approval. Omnibus approval was
obtained on a quarterly basis for transactions which are of repetitive
nature.
14. DETAILS OF SUBSIDIARY COMPANIES, JOIN VENTURE AND ASSOCIATE
COMPANIES:
The cornpany did not have any subsidiary company, joint venture or
associate company for the financial year ended 31st March, 2015.
15. MATERIAL CHANGES:
The following material changes have taken place in the company from the
end of the financial year till the date of this report:
1. The Company has obtained the approval of members by way of postal
ballot to transfer/dis-pose off the company's undertaking pertaining to
water jet looms along with all movable & immovable assets associated
with the plant undpr Section 180(1)(a) and 188 of Companies Act, 2013.
2. The company has shifted its registered of-
fice outside the local limit of village pursuant to Section 12 of
Companies Act, 2013.
16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUT GO:
The information relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo pursuant to section
134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies
(Accounts) Rules, 2014 is given hereunder.
A. CONSERVATION OF ENERGY:
The Company continues its efforts to improve methods of energy
conservation and utilization. The Company's energy requirement is not
large and the power consumption is in conformity with the industry
norm. The total power & fuel consumption of foe Company during the yew
Is as under:
Sr.No. Particulars Details
1 Electricity consumption:
Units consumed 2111609
Amount Rs. 141.33 Lacs
Per unit cost Rs. 6.69
2 Diesel Consumption
Diesel purchased in Ltrs. 9800
Amount Rs. 6.19 Lacs
Units generated 24864
B. RESERCH AND DEVELOPMENTS:
The company has been installed with indigenous technology provided and
developed locally. The Company is well equipped and self-sufficient in
the matter of technology of manufacturing. The technology is being
modernized and improved along with production without incurring
additional expenses on research.
C. FOREIGN EXCHANGE EARNING AND OUT
GO:
The foreign exchange earnings and out go of the company is nil.
17. RISK MANAGEMENT POLICY:
An effective Risk Management Framework is put in place by the Company
in order to analyze, control or mitigate risk. The board periodically
reviews the risks and suggests steps to be taken to control the same.
18. CORPORATE SOCIAL RESPONSIBILITY:
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the provisions pursuant to section 135(1)
of the Companies Act, 2013 are not applicable.
19. ANNUAL EVALUATION BY BOARD OF ITS OWN PERFORMANCE AND OF ITS
COMMITTEES AND INDIVIDUAL DIRECTORS:
During the financial year, the board of directors has adopted a formal
mechanism for the evaluation of its performance as well as that of
various committees, individual directors and senior executives. The
evaluation exercise was carried out through structured process covering
various aspects of board such as composition of board/ committees,
experience, competencies and performance of duties. The whole feedback
was discussed in the Nomination and remuneration Committee and
everything was found satisfactory.
20. PUBLIC DEPOSITS:
The details relating to the deposits covered under Chapter V of the Act
is as under:
(a) Accepted during the year:
Your company has not accepted any deposits within the meaning of
Section 2(31) read with Section 73 of the Companies Act, 2013 and as
such no amount of principal or interest was outstanding as on the date
of the Balance Sheet.
(b) Remained unpaid or unclaimed as at the end of the year: None .
(c) whether there has been any default in re payment of deposits or
payment of interest thereon during the year: None
(d) The details of deposits which are not in compliance with the
requirements of Chapter V of the Act: None
21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS:
No significant and material order has been issued by any
regulator/court/other authority which im-pacts the going concern status
and company's operation in future.
22. CORPORATE GOVERNANCE:
As per clause 49 of the listing agreement with the Stock exchanges, the
corporate governance report with the Auditor's certificate thereon and
Management Discussion and Analysis report are attached and form the
part of this report and marked as Annexure - II.
23. AUDITORS AND AUDITORS' REPORT: STATUTORY AUDITORS:
M/s. Soni Surana & Company, Chartered Accountants retires at the
conclusion of ensuing Annual general meeting and had confirmed their
eligibility for the reappointment and willingness to accept office, if
reappointed
SECRETARIAL AUDITOR:
The board has appointed M/s. M.D. Baid & Associates, Practicing Company
Secretary, to conduct Secretarial audit for the financial year 201415.
The Secretarial audit Report for the financial year ended 31st March,
2015 is annexed herewith market as Annexure-lll to this report. The
Secretarial audit report does not contain any qualifications,
reservation or adverse remarks.
24. PARTICULARS OF EMPLOYEES:
The Company does not have any employee drawing salary as stipulated
under provisions of rule 5(2) of chapter XIII, the companies
(Appointment and Remuneration of Managerial Personnel) rules, 2014.
25. LISTING STATUS:
The securities of the company are listed on the Vadodara Stock Exchange
Limited, Vadodara and The Bombay Stock Exchange (BSE), Mumbai. The
trading of securities are suspended at Mumbai.
26. WHISTLE BLOWER POLICY:
The company has not adopted the Whistle Blower mechanism, but is taking
appropriate measures for the implementation of the same for
safeguarding against the unethical practices.
27. INTERNAL FINANCIAL CONTROLS:
The company has developed and maintained ad-equate measures for
internal financial control for the year ended 31st March, 2015.
28. PERSONNEL AND INDUSTRIAL RELATIONS:
The employee relations with the company are harmonious and congenial.
29. DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE
(Prevention, Prohibition & Redressal) Act, 2013 The Company has in
place an Anti Sexual Harassment Policy in line with the requirement of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act 2013. The following is the summary of the complaints
received and disposed off during the financial year 2014-15:
a) No. of Complaints received: Nil
b) No, of Complaints disposed off: Nil
30. ACKNOWLEDGEMENT:
The Directors express their gratitude to the company's stakeholders and
employees of the company. They also take the opportunity to thank the
Company's valued customers, suppliers and the shareholders who have
extended their support to the company.
BY THE ORDER OF BOARD OF DIRECTORS
Registered office :
304, Priyanka Intercity, Building No-4,
At - Magob, Taluka - Choryasi,
Surat -395010
Date: 14th, August 2015
Place: Surat Managing Director
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