Your Directors are pleased to present the 36th Annual Report on the businessand operations of the Company along with audited statements of accounts for the year ended31st March 2016.
|Particulars ||2015-16 ||2014-15 |
|Income from Operations ||12968683.00 ||8879220.00 |
|Other Income ||12352979.70 ||12638867.00 |
|Profit/ (Loss) before interest & depreciation ||6349938.36 ||5923454.01 |
|Less Interest ||1024343.14 ||6074.71 |
|Gross Profit/ (Loss) ||5325595.22 ||5917379.30 |
|Depreciation ||1717198.50 ||1720022.00 |
|Net Profit/ (Loss) Before Tax ||3608396.72 ||4197357.30 |
|Provision For Taxation (including deferred tax) ||1135061.00 ||1013410.00 |
|Net Profit/ (Loss) after Tax ||2473335.72 ||3183947.30 |
During the year under consideration the income from operations of the company is Rs.12968683.00/- against Rs. 8879220.00/- in the last Financial Year. Other Income of thecompany is Rs. 12352979.70/- in comparison to Rs. 12638867.00/- in previous year.
AAIFR (Appellate Authority for Industrial and Financial Reconstruction) has dischargedthe Company from the purview of SICA (The Sick Industrial Companies Act 1985).
The paid up Equity Share Capital as on March 31 2016 was Rs. 681.44 Lacs. During theyear under review the Company has neither issued any shares nor granted stock options andnor sweat equity.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
RESERVES & SURPLUS
Profit for the period of Rs. 24.73 Lac has been transferred to reserve and surplus.
Due to absence of adequate profits your Directors are unable to recommend any dividendfor the year under review.
During the year under review the company has not accepted any deposits within themeaning of section 73 of the Companies Act 2013 and the rules made there under.
NUMBER OF MEETINGS HELD
The details of Board and Committee Meetings are given in the Corporate GovernanceReport.
Sh. Rajneesh Oswal Managing Director of the Company is liable to retire by rotationat the forthcoming Annual General Meeting under clause 86(1) of Article of Association ofthe Company and being eligible offer himself for reappointment.
Dr. [Mrs.] Shalini Gupta ceased to be Director of the company with effect from 25thMay 2016 due to her resignation.
All Independent Directors have given declarations that they meet the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Pursuant to provisions of the Companies Act 2013 and Listing Regulations the Boardhas carried out an annual performance evaluation of its own performance and theperformance of the individual Directors as well as the evaluation of the working of itscommittees. The manner in which the evaluation was carried out has been explained in theCorporate Governance.
KEY MANAGERIAL PERSONNEL
Mr. Preet Kanwar Singh ceased to be Company Secretary due to his resignation and theBoard has appointed Mr. Parminder Singh as Company Secretary w.e.f. 23rd March2016. Except this there was no other change in KMPs.
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial PersonnelSenior Management and their Remuneration. The said policy has been uploaded on the websiteof the Company. The Key provisions of Nomination and Remuneration policy are appended asan Annexure I to the Board's report.
The company has duly constituted Audit Committee the scope of which is quitecomprehensive and is in conformity with the provisions of the Companies Act 2013 andListing Regulations. The composition of the Audit Committee is given in CorporateGovernance Report.
All the recommendations of the Audit Committee were accepted by the Board.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has adopted the Whistle blower Policy/Vigil mechanism for directors andemployees to report concerns about unethical behavior actual or suspected fraud orviolation of the Company's Code of Conduct and Ethics. Such mechanism/policy is alsouploaded on the website of the Company.
At the Annual General Meeting held on 13th August 2014 M/s Dass Khanna& Company Chartered Accountants Ludhiana were appointed as statutory auditors of theCompany to hold office till the conclusion of the 37th Annual General Meeting.In terms of the first proviso to Section 139 of the Companies Act 2013 the appointmentof the auditors shall be placed for ratification at every Annual General Meeting.Accordingly the appointment of M/s Dass Khanna & Company Ludhiana as statutoryauditors of the Company is placed for ratification by the shareholders. In this regardthe Company has received a certificate from the auditors to the effect that theirappointment is in accordance with the provisions of Section 141 of the Companies Act2013.
The auditors' report on the accounts of the Company for the year under review requiresno comments.
Cost audit for the financial year 2015-16 is not applicable to the Company as perNotification issued by the Ministry of Corporate Affairs hence no cost auditor wasappointed for cost audit purposes.
M/s P. S. Bathla & Associates Practising Company Secretaries Ludhiana wereappointed to conduct the secretarial audit of the Company for the financial year 2015-16as required under Section 204 of the Companies Act 2013 and Rules made there under. Thesecretarial audit report for FY 2015-16 is appended as an Annexure II to theBoard's report.
The Secretarial auditors' report for the year under review requires no comments.
The Board has re-appointed M/s P. S. Bathla & Associates Practising CompanySecretaries Ludhiana as secretarial auditor of the Company for the financial year2016-17.
RELATED PARTY TRANSACTIONS
All related party transactions entered during the financial year were on arm's lengthbasis and in the ordinary course of business. There was no material contract orarrangement or transactions with Related Party during the year. Thus disclosure in formAOC-2 is not required.
The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 therules there under and the Listing Regulations. This Policy was considered and approved bythe Board has been uploaded on the website of the Company athttp://www.adinathtextiles.com/pdf/Related Party Transaction Policy.pdf
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 (12) read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is appended as an AnnexureIII and forms an integral part of this report.
In accordance with Section 134(3) (a) of the Companies Act 2013 an extract of theannual return in the prescribed format is appended as an Annexure IV to the Board'sreport.
The Company maintained healthy cordial and harmonious industrial relations at alllevels.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
The Company has been addressing various risks through well defined risk managementpolicy/procedures which are in the opinion of the Board may threaten the existence of theCompany.
INTERNAL FINANCIAL CONTROL SYSTEMS
The Company has laid down adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no material weaknessin their operating effectiveness was observed.
ASSOCIATES AND SUBSIDIARIES
The Company has no Associates & Subsidiaries as on March 312016.
As per the provisions of Listing Regulations a separate Report on Corporate Governancepractices followed by the Company together with a Certificate from the Practicing CompanySecretary confirming compliance forms part of this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
As required under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 the particulars relating to conservation of energytechnology absorption and foreign exchange earning and outgo is appended as an AnnexureV to the Board's Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There were no significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations. AAIFR (AppellateAuthority for Industrial and Financial Reconstruction) has discharged the Company from thepurview of SICA (The Sick Industrial Companies Act 1985).
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourDirectors confirm that:
(a) in the preparation of the annual accounts for the year ended 31st March 2016 theapplicable accounting standards have been followed and there has been no materialdepartures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss account of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and.
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and these were adequate and operating effectively.
Your Directors wish to place on record their appreciation for the dedicated work andco-operation extended by all the employees. Your Directors also wish to record theirgratitude to the shareholders Customers and Suppliers for their valuable support.
| ||On Behalf of the Board |
| ||For Adinath Textiles Limited |
| ||Sd/- |
|Place : Ludhiana ||Rajneesh Oswal |
|Date : 25th May 2016 ||Managing Director |
| ||(DIN :00002668) |