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Acknit Industries Ltd.

BSE: 530043 Sector: Industrials
NSE: N.A. ISIN Code: INE326C01017
BSE LIVE 15:54 | 18 Jan 98.50 0.85






NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 108.00
52-Week high 153.25
52-Week low 64.85
P/E 8.33
Mkt Cap.(Rs cr) 24.82
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 108.00
CLOSE 97.65
52-Week high 153.25
52-Week low 64.85
P/E 8.33
Mkt Cap.(Rs cr) 24.82
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Acknit Industries Ltd. (ACKNITINDUS) - Director Report

Company director report

Dear Shareholders

On behalf of the Board of Directors it is our pleasure to present the 25th AnnualReport together with the Audited Statement of Accounts of ACKNIT INDUSTRIES LIMITED("the Company") for the year ended March 312015.


(Rs. in Lacs)

Year Ended 31st March 2015 Year Ended 31st March 2014
Gross Revenue 14872 13430
Other Income 383 36
Total Revenue 15255 13466
Less: Total Expenditure 14349 12708
Gross Profit (before Depreciation & Finance Cost) 906 758
Less: Depreciation 145 172
: Finance Cost 321 205
Profit Before Extraordinary Item 440 381
Less: Extraordinary item - -
Profit Before Tax (PBT) 440 381
Less: Provision for Income Tax 141 139
: Deferred Tax (2) (5)
ProfitAfterTax(PAT) 301 247
Balance B/F 136 133
Balance available for appropriation 437 380
Less: Dividend & Dividend Tax 45 44
Less :Transfer to General Reserve 200 200
Less : Adjustment relating to fixed Assets 11 -
Balance transfer to Balance Sheet 181 136


During the year the net revenue from operations of your Company increased by 10.74%from Rs.134.30 Crores to Rs.148.72 Crores. For Financial Year 2014-15 your Company'sprofit after tax stood at X 3.01 Crores vis-a-vis Rs. 2.47 Crores in the previous yearregistering a growth of 21.86%.


The company has transferred a sum of Rs. 2 crore to General Reserve during the yearwhich is equal to the sum transferred in the previous year.


During the year the Company did not issue/allot any Shares/Securities.

As on 31st March 2015 paid up share capital of your Company stood at Rs.25200000/- comprising 2520000 Equity shares of Rs. 10/-each.


Your Directors have recommended a dividend of 15% on equity shares i.e Rs.1.50 pershare for the financial year ended March 312015 amounting toRs. 0.45 crore (inclusive oftax of Rs. 0.08 crore). The dividend payout is subject to approval of members at theensuing Annual General Meeting. The dividend if approved will be paid to members whosenames would appear in the Register of Members as on 16.09.2015.


Pursuant to the provisions of the Investor Education and Protection Fund (Uploading ofInformation regarding unpaid and unclaimed amounts lying with Companies) Rules 2012 theCompany has already filed the necessary form(s) and uploaded the details of unpaid andunclaimed amounts lying with the Company as on the date of last AGM (i.e. 9th September2014) with the Ministry of Corporate Affairs.


Mr. S. K. Saraf was re-appointed as Managing Director of the Company for three yearsw.e.f 01.04.2015 whose appointment shall be subject to confirmation by the members at theforthcoming Annual General Meeting (AGM).

During the year Mr. Manindra Kumar Nath (DIN - 02666031) Director of the Companypassed away on 31st December 2014. The Board of Directors of the Company expressed theirdeep condolences at the sad demise of Mr. Nath and prayed that may his soul rest in peace.Mrs. Trishna Patodia Pereira (DIN - 03501546) was appointed as a Non-Executive IndependentAdditional Director to fill the vacancy caused by the death of Mr. Manindra Kumar Nathw.e.f. 1st June 2015 whose appointment office shall be subject to confirmation by themembers at the forthcoming AGM.

As per provisions of the Companies Act 2013 Mr. D.K. Saraf shall retire at theensuing Annual General Meeting of the Company being eligible offers himself forre-appointment. The Board of Directors recommend his re-appointment.

During the year Mr. D. K. Saraf Director of the Company was appointed as the ChiefFinancial Officer (CFO) of the Company w.e.f. 30th September 2014.

During the year Mrs. Kusum Saraf (DIN- 01503955) was appointment as Non-ExecutiveNon-Independent Additional Director who shall hold office until the conclusion of theforthcoming AGM. Mrs. Kusum Saraf has expressed her unwillingness to be re-appointed as aDirector of the Company. During the year Mr. Deepa Singh resigned from the office of theCompany Secretary and Compliance Officer of the Company w.e.f 31.05.2015 and Mr. MithunPaul was appointed as the Company Secretary and Compliance Officer in her place w.e.f.01.06.2015.


Pursuant to Section 134(3)(c) of the Companies Act 2013 your Directors confirmhaving:

a) Followed in the preparation of the Annual Accounts the applicable accountingstandards with proper explanation relating to material departures if any;

b) Selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the financial year and of the Profit of theCompany for that year;

c) Taken proper and sufficient care for maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities;

d) Prepared the Annual Accounts on a going concern basis;

e) Laid down internal financial controls to be followed by the Company and that suchinternal financial controls are adequate and were operating effectively.

f) Devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.


The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The Company has alsoimplemented several best corporate governance practices as prevalent globally. The reporton Corporate Governance as stipulated under the Listing Agreement forms an integral partof this Report along with the requisite certificates confirming compliance with theconditions of corporate governance is attached to the report on Corporate Governanceseparately as annexure.


Management's Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement with the Stock Exchanges in India is presentedin a separate section of this Annual Report as annexed.


ICRA Ltd. vide their rating report of February 2015 has reaffirmed the followingratings of your Company's financial instruments:

Instrument Rating action (as in February 2015)
Cash credit [ICRA]BB+ (Stable) reaffirmed
Term loan [ICRA]BB+ (Stable) reaffirmed
Bank guarantee [ICRA]BB+ (Stable) reaffirmed
Non-Fund Based Limits [ICRA]A4+ reaffirmed


Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 extract of Annual Return is Annexed asAnnexure 1.


In the last Annual General Meeting (AGM) held on 9th September 2014 M/s. R. K. Bajaj& Co. Chartered Accountants (Firm Regn. No. 314140E) had been appointed as theStatutory Auditors of the Company for a period of Three (3) years. Ratification of theappointment of Statutory Auditors is being sought from the members of the Company at theensuing AGM pursuant to Sec. 139 of the Companies Act 2013

Further the report of the Statutory Auditors when read with Notes and Schedules asannexed are self-explanatory and do not call for any further comments.


As per the Cost Audit Orders Cost Audit was applicable to the Company's ApparelClothing and Leather products for the FY 2013-14.

However in view of the provisions of Section 148 and all other applicable provisions ofthe Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 theprovisions of Cost Audit is no longer applicable on the products of the Company for the FY2014-15.


In terms of Section 204 of the Act and Rules made thereunder Mr. Rajarshi GhoshPracticing Company Secretary has been appointed as the Secretarial Auditor of theCompany. The report of the Secretarial Auditor is enclosed as Annexure 2 to this report.

The report is self-explanatory and do not call for any further comments.


The Company has not accepted or renewed any public deposits as defined under section58A of the Companies Act1956/Sec. 73 of the Companies Act 2013 during the year. Underthe above provisions there is no deposit lying with the Company as on 31.03 2015.


The information on particulars of conservation of energy technology absorption andforeign exchange earnings & outgo as required under Section 134(3)(m) of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 forms a part of this report anda statement on the above is annexed as Annexure 3.


The information on particulars of employees as required under Section 197(12) of theAct read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed as Annexure 4.


Your Directors place on record their appreciation for employees at all levels who havecontributed to the growth and performance of your Company.

Your Directors also thank the Clients Vendors Shareholders Bankers and Advisors ofthe Company for their continued support during the year.

Your Directors also thank the Central and State Government(s) and other statutoryauthorities for their continued support during the year.

We now look forward to the future with confidence and optimism.

For and on behalf of the Board of Directors

For Acknit Industries Limited

Shri Krishan Saraf Deo Kishan Saraf
Managing Director & CEO Whole-time Director & CFO
Place: Kolkata
Date: 15th July 2015


For the Financial Year Ended 31st March 2015

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]



I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by ACKNIT INDUSTRIES LTD.(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.

Based on my verification of the books papers minute books forms and returns filedand other records maintained by the Company and also the information provided by theCompany its officers agents and authorized representatives during the conduct ofsecretarial audit I hereby report that in my opinion the Company has during the auditperiod ended on 31st March 2015 complied with the statutory provisions listed hereunderand also that the Company has proper Board- processes and compliance-mechanism in place tothe extent in the manner and subject to the reporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by ACKNIT INDUSTRIES LTD. ("The Company") for theperiod ended on 31 st March 2015 according to the provisions of:

i) The Companies Act 2013 (the Act) and the Rules made thereunder;

ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the Rules madethereunder;

iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

iv) Foreign Exchange Management Act 1999 and the Rules and Regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act') to the extent applicable to the Company :-

a. The Securities and Exchange Board of India(Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b. The Securities and Exchange Board of India(Prohibition of InsiderTrading)Regulations 1992;

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements)

d. The Securities and Exchange Board of India(Employees Stock Option Scheme andEmployee Stock Purchase Scheme) Regulations 2009;

e. The Securities and Exchange Board of India (Issue and Listing of Debt Scurities)Regulation 2008;

f. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

The Company has complied with the requirements under the Equity Listing Agreementsentered into with BSE Limited The Calcutta Stock Exchange Limited and the Memorandum andArticles of Association.

I have also examined compliance with the applicable clauses of the following:

i) Secretarial Standards issued by The Institute of Company Secretaries of India.

ii) The Listing Agreements entered into by the Company with BSE Limited and TheCalcutta Stock Exchange Limited.

During the period under review the Company has complied with the provisions of theAct Rules Regulations Guidelines Standards Listing Agreements etc mentioned above.

I further report that the Company has in my opinion complied with the provisions ofthe Companies Act 1956 and the Rules made under that Act and the provisions of CompaniesAct 2013 as notified by Ministry of Corporate Affairs and the Memorandum and Articles ofAssociation of the Company with regard to:

a) maintenance of various statutory registers and documents and making necessaryentries therein;

b) closure of the Register of Members.

c) forms returns documents and resolutions required to be filed with the Registrar ofCompanies and the Central Government;

d) service of documents by the Company on its Members Auditors and the Registrar ofCompanies;

e) notice of Board meetings and Committee meetings of Directors;

f) the meetings of Directors and Committees of Directors including passing ofresolutions by circulation;

g) the 24th Annual General Meeting held on 9th September 2014;

h) minutes of proceedings of General Meetings and of the Board and its Committeemeetings;

i) approvals of the Members the Board of Directors the Committees of Directors andthe government authorities wherever required;

j) constitution of the Board of Directors / Committee(s) of Directors appointmentretirement and reappointment of Directors including the Managing Director and WholetimeDirectors;

k) payment of remuneration to Directors including the Managing Director and Whole-timeDirectors

l) appointment and remuneration of Auditors and Cost Auditors;

m) transfers and transmissions of the Company's shares and issue and dispatch ofduplicate certificates of shares;

n) declaration and payment of dividends;

o) transfer of certain amounts as required under the Act to the Investor Education andProtection Fund and uploading of details of unpaid and unclaimed dividends on the websitesof the Company and the Ministry of Corporate Affairs;

p) borrowings and registration modification and satisfaction of charges whereverapplicable;

q) investment of the Company's funds including investments and loans to others;

r) form of balance sheet and statement of profit and loss as prescribed and GeneralInstructions for preparation of the same as prescribed in Schedule III to the Act;

s) Directors' report;

t) contracts common seal registered office and publication of name of the Company;and

u) Generally all other applicable provisions of the Act and the Rules made under theAct.

I further report that:

-The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors Independent Directors and Non-independentDirectors.. The changes in the composition of the Board of Directors that took placeduring the period under review were carried out in compliance with the provisions of theAct.

-Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

- Majority decision is carried through while the dissenting members' views are capturedand recorded as part of the minutes.

- The Company has obtained all necessary approvals under the various provisions of theAct; and

- There was no prosecution initiated and no fines or penalties were imposed during theyear under review under the Act SEBI Act SCRA Depositories Act Listing Agreement andRules Regulations and Guidelines framed under these Acts against / on the Company itsDirectors and Officers.

- The Directors have complied with the disclosure requirements in respect of theireligibility of appointment their being independent and compliance with the Code ofBusiness Conduct & Ethics for Directors and Management Personnel;

The Company has complied with the provisions of the Securities Contracts(Regulation)Act 1956 and the Rules made under that Act with regard to maintenance ofminimum public shareholding.

I further report that the Company has complied with the provisions of the DepositoriesAct 1996 and the Byelaws framed thereunder by the Depositories with regard todematerialization / rematerialisation of securities and reconciliation of records ofdematerialized securities with all securities issued by the Company.

The Company has complied with the provisions of the FEMA 1999 and the Rules andRegulations made under that Act to the extent applicable.

I further report that:

a. the Company has complied with the requirements under the Equity Listing Agreementsentered into with BSE Limited and Calcutta Stock Exchange Limited;

b. the Company has complied with the provisions of the Securities and Exchange Board ofIndia (Substantial Acquisition of Shares and Takeovers) Regulations 2011 including theprovisions with regard to disclosures and maintenance of records required under the saidRegulations;

c. the Company has complied with the provisions of the Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations 1992 including the provisions withregard to disclosures and maintenance of records required under the said Regulations;

I further report that based on the information received and records maintained thereare adequate systems and processes in the Company commensurate with the size andoperations of the Company to monitor and ensure compliance with applicable laws rulesregulations and guidelines.

Sd /-
Rajarshi Ghosh
Company Secretary in Practice
Place: Kolkata Membership No. ACS 17717
Date: 30th May 2015 C.P. No. 8921


i. The steps taken or impact on conservation of energy: The Company continued to givemajor emphasis for conservation of energy and the measures taken in the previous yearwere continued. The efficiency of Energy Utilization at each plant is monitored at theCorporate level in order to achieve effective conservation of energy. The significantEnergy conservation measures during the year were as follows

• Switching off machines / equipment immediately after use and fixing of timers toavoid over usage of water pumps.

• Use of power capacitors to improve the Power factor.

• Creating awareness among employees about the necessity of energy conservation bycelebrating energy conservation week.

ii. The steps taken by the company for utilizing alternate sources of energy: TheCompany is considering the following resources as the alternate sources of energy :-

• To generate power through wind mills

• Generation of Steam by in-house waste dry herbs.

• Solar Water heater.

• Solar street lights at various plants.

The generation of power through alternate means such as wind mills provides power tothe company at a rate lower than the market rates for purchasing power from powergenerating companies and thereby reducing the cost of production and dependency on thetraditional sources of energy.

iii. The capital investment on energy conservation equipments: NIL

iv. Total energy consumption and energy consumption per unit of production is asfollows:

i) Power & Fuel Consumption

Particulars 2014-15 2013-14
(i) Electricity
a) Purchased Unit (Kwh in lacs) 10.24 11.50
b) Total Amount (Rs. in lacs) 128.68 107.18
c) Average Rate per unit Rs. 12.57 9.32
Through diesel generator Units (Kwh in lacs) N.A N.A
Unit per ltr. Of Diesel Oil (kwh) cost/unit (Kwh in lacs) Nil Nil
Through steam turbine / Generator units (Kwh in lacs) Nil Nil
Unit per ltr. Of LD oil (kwh) Cost/unit (Kwh in lacs) Nil Nil

ii) Consumption per unit of production per Doz Pairs



Particulars Gloves (Doz. Pr.) Garment (Pcs) Gloves (Doz. Pr.) Garment (Pcs)
Electricity 0.76 Kwh 0.15 Kwh 0.74 Kwh 0.11 Kwh
Coal Nil Nil Nil Nil
Furnace Oil 0.72 Ltr Nil 0.55 Ltr Nil
Light Diesel Oil Nil Nil Nil Nil
Others Nil Nil Nil Nil



Separate account of R & D expenditure is not maintained. The expenses are mergedinto relevant heads of expenditure. The Company's Research & Development wing is fullygeared to absorb and innovate & tie up Imported Technology on a continuing basis. TheR & D wing has continually developed various customer friendly product ranges and hasset up performance testing mechanism to generate various parameters required by customers.

Particulars 2014-15 2013-14
1 Specific areas in which R & D carried Out by the company Nil Nil
2 Benefit derived as a result of the above R & D Nil Nil
3 Future plan of action Nil Nil
4 Expenditure on R & D Nil Nil
Capital Nil Nil
Recurring Nil Nil
Total Nil Nil
Total R & D expenditure as % of total turnover N.A N.A


a) Modernization and expansion of product range to meet the growing market needs.

b) Upgradation of existing products and process by adopting most appropriate optionsavailable.

c) Keeping abreast with new emerging technologies with long term potential.

Obtained certification under ISO 9001:2008 Benefits: Launching new products hasimproved the company's positive position in the market. Introduction of new designs andmaterial has also yielded significant cost savings.


Promising Foreign Exchange Reserves with a low inflation rate and encouraging GDPgrowth rates during the last couple of years have presented a unique atmosphere ofincreased business activities. Your company is well positioned to take advantage ofopportunities and continued to maintain its pace of progression. The company is basicallyengaged in export oriented manufacturing activities and is continuing its effort toincreasing support to the country's forex reserves by exploring creating and developingnew markets.

During the year the total foreign exchange earned and used are as follows:

(Rs. in Lacs)
Particulars 2014-15 2013-14
Earnings (on FOB Basis) 10242.68 9943.23
Outgo 1443.35 1159.39

Annexure - 4

Details under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompany (Appointment and Remuneration of Managerial Personnel) Rules 2014)

Rule Particulars
i. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year; a Mr. S. K. Saraf Managing Director and CEO 18.39:1
b. Mr. D. K. Saraf Whole-time Director & CFO 15.33:1
None of the other directors received any remuneration other than sitting fees during FY 2014-15
ii The percentage increase in remuneration of each Director Chief Financial Officer Chief Executive Officer Company Secretary in the financial year; a Ms Deepa Singh Company Secretary


b. All other Directors CEO and CFO


iii. The percentage increase in the median remuneration of employees in the financial year; 26.87%
iv The number of permanent employees on the rolls of Company; 148 Employees
V The explanation on the relationship between average increase in remuneration and Company's performance; The average increase in remuneration of all employees was 22.37% for the year 2014-15 which was based on the Company's policy and individual's performance.
vi Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company; a % increase in Net Sales in 2014-15 as compared to 2013-14 b. % increase in PAT in 2014-15 as compared to 2013-14 c. % increase in EBIDTA in 2014-15 as compared to 2013-14 10.74% 21.86% 16.84%
For comparison purpose the percentage increase in remuneration of KMP is given in Rule No. (ii) above
vii Variations in the market capitalisation of the Company price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer.

Financial Year ended

Closing Share Price (BSE)

Market Capitalization

Price Earning Ratio


Rs. 51.90

Rs. 130788000



Rs. 33.90

Rs. 85428000


The Company has not made any Public issue or Rights issue of securities in last more than 10 years and so comparison has not been made of current share price with public offer price.
viii Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; Average salary increase of employees is 22.37%.
Average salary increase of managerial personnel is 5.53%
There are no exceptional circumstances in the increase of managerial remuneration.
ix Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company; Name of KMP

% increase in Remuneration in 2014-15 as compared to 2013-14

% increase in Net Sales in 2014-15 as compared to 2013-14

% increase in PAT in 2014-15 as compared to 2013-14

% increase in EBIDTA in 2014-15 as compared to 2013-14
Mr. S. K. Saraf MD & CEO




Mr. D. K. Saraf WTD &CFO




Ms. Deepa Singh CS




X The key parameters for any variable component of remuneration availed by the Directors; The key parameters are a) Net Sales b) PAT c) EBIDTA and d) Net Operating Cash Flows from Business.
xi The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year; None
xii It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company