The Directors of your Company present their 33rd Annual Report & theAudited Statements of Account of the Company for the financial year ended March 31 2015.
The performance of your Company for the financial year ended March 312015 issummarized below.
| ||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 |
|Vet 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 |
|3alance transferred to Balance Sheet ||(7.95) ||(88.35) |
In view of accumulated losses the Directors are not in a position to recommend anydividend for the financial year 2014-15. Operations
The performance of your Company during the financial year under review has beenimpacted substantially due to scale-down of operations to negligible higher input costslow export orders and subdued cotton & textile markets.
Future Business Prospects:
The Board of Directors have been exploring and assessing various available businesspropositions for diversification including inter- alia the manufacturing of WovenGarments for better prospects and for augmenting the resources & the profitabilityof the Company. The Directors are hopeful of improved working results in the ensuingperiod.
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 thepreceding year. _
During the first quarter of the financial year 2015-16 the Company has achieved a nilturnover (upto May 302015) as against Rs. NIL in the corresponding first quarter of theprevious year. Strict monitoring is being done to cut down costs and overheads whereverfeasible to make the product more price competitive.
Your Company continues to have the support of its Bankers Punjab National Bank forthe working capital requirements commensurate with its business activities.
The Company has neither invited nor accepted any deposits from the Public during theyear under report.
Particulars of Loans Guarantees or Investments
The Company has not given any loans or guarantees covered under the provisions ofSection 186 of the Companies Act 2013. The details of the investments made by Company aregiven 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 andcomplexity of its operations. The scope and authority of the internal audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theinternal audit function reports to the Chairman of the Audit Committee of the Board and tothe Managing Director.
Rajeev Shagun Gupta & Co were appointed as Internal Auditors in terms of Section138 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 monitors andevaluates the efficacy and adequacy of internal control system in the Company itscompliance with operating systems accounting procedures and policies of the Company.Based on the report of internal audit function process owners undertake corrective actionin their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations if any along with corrective actions thereon arepresented to the Audit Committee of the Board.
The Company has received requisite notice(s) from the member(s) proposing thecandidatures of Mrs. Kusum Chopra as Independent Director.
Pursuant to the provisions of Section 149152 read with Schedule IV and all otherapplicable provisions of the Companies Act 2013 and the Companies (Appointment andQualification of Directors) Rules 2015 (including any statutory modifications orre-enactment thereof for the time being in force) and Clause 49 of the listing agreementthe 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 declarationsfrom all the Independent Directors conforming that each of them meets the criteria ofindependence as prescribed under Section 149(6) of the Companies Act 2013 and Clause 49of the listing agreement.
Mr. Hari Bansal Director retires by rotation at the ensuing Annual General Meetingand is eligible for re-appointment. Board of Directors recommends his re-appointment.
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the Listingagreement the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the various Committiees. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.
The Board on the recommendation of the Nomination & Remuneration Committee framed apolicy for selection and appointment of Directors Senior Management and theirremuneration. 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 andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.
The Company has in place an Audit Committee in terms of the requirements of theCompanies Act 2013 read with the rules made thereunder and Clause 49 of the ListingAgreement. The details relating to the same are given in Report on Corporate Governanceforming part of this Report. '
Directors' Responsibility Statement
In terms of Section 134(5) of the Companies Act 2013 the directors would like to statethat:
i) In the preparation of the Annual Accounts the applicable accounting standards havebeen followed;
ii) The directors have selected such accounting policies and have applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial 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 ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting any fraud orother 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 theCompany and that such internal financial controls are adequate and were operatingeffectively; and
vi) The directors had devised proper system to ensure compliance with the provisions ofall 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 onarms length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the Company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withthe Company at large. Accordingly no transactions are being reported in Form AOC-2 interms 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 financialyear.
Material changes and commitments affecting the financial position of the Companybetween the end of the financial year and the date of the report
There are no material changes and commitments affecting the financial position of theCompany 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 theMembers of the Board and all employees in the course of day to day business operations ofthe Company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings/behaviors of any form.
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity at the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code.
Vigil Mechanism/Whistle Blower Policy
The Company has a vigil mechanism policy to deal with the instance of fraud andmismanagement if any.
In staying true to our values of strength performance and passion and in line with ourvision of being one of the Companies having highest standards of Corporate Governance andstakeholder responsibility. The periodic report for any instance is to be reported beforethe Audit Committee.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for prevention of insider trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading window is closed. The Board is responsible forimplementation 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 orTribunals
During the year under review there were no material and significant orders passed bythe regulators or courts or tribunals impacting the going concern status and theCompanys operations in future.
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 hadappointed Ms. Jyoti Sharma Company Secretary in practice of JVS & Associates toundertake the Secretarial Audit of the Company for the financial year 2014-15. TheSecretarial Audit Report for the financial year ended March 31 2015 is annexed asAnnexure-A.
M/s. S.R. Dinodia & Company Chartered Accountants New Delhi retire and beingeligible offer themselves for re-appointment as Auditors of the Company for the currentfinancial year 2015-16 to hold office till the conclusion of the next Annual GeneralMeeting. The Company has received the consent and the requisite Certificate(s) under theCompanies Act 2013 from them.
The observation made in the Auditors/Secretarial Auditors Report readtogether with relevant notes thereon are self-explanatory and hence do not call for anyfurther 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 annexedherewith as Annexure-B.
During the year under review M/s Aum Texfab Pvt. Ltd. continues to be a Subsidiary ofthe Company and the contribution of the said Subsidiary Company was insignificant. Theconsolidated financial statements of the Company and its above said subsidiary form partof the Annual Report.
Consolidated Financial Statements
Your Directors have pleasure in attaching the Consolidated Financial Statementspursuant to Section 129(3) of the Companies Act 2013 and Clause 32 of the ListingAgreement entered with the Stock Exchanges and prepared in accordance with the AccountingStandards prescribed by the Institute of Chartered Accountants of India in this regard.
The Auditors report to the shareholders does not contain any qualification observationor adverse comment.
The Management Discussion & Analysis Report and the Report on Corporate Governancealong with the Certificate from the Auditors of the Company regarding compliance with theconditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreementwith the Stock Exchange is given in the Annexure forming part of this Report. TheCorporate Governance Report for the financial year ended March 31 2015 is annexed asAnnexure-C.
Particulars of Employees
There was no employee who was in receipt of remuneration for the financial year underreport in the aggregate of not less than Rs. 60 Lacs per annum if employed throughout theyear or Rs. 5 lacs per month if employed for part of the financial year within themeaning of Section 197 read with rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014. The information required pursuant to Section 197(12) ofthe Act read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 (the Rules') in respect of employees of the Company isannexed 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 provisionsof the Companies Act 2013 and the rules made thereunder is given in the Annexure- E andforms part of this Report.
Industrial relations continue to be cordial during the year under report. The Directorsappreciate the effort and contribution made by the Workers Staff Members and Executivesat all levels. The Directors would also like to thank the Shareholders BankersCustomers and Suppliers & Vendors for the continuous support given by them to theCompany 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 |