Your Directors are pleased to present the 35th Annual Report on the business andoperations of the Company along with audited statements of accounts for the year ended31st March 2015.
| || ||(Amount in Rs.) |
|Particulars ||2014-15 ||2013-14 |
|Income from Operations ||8879220.00 ||9244196.16 |
|Other Income ||12638867.00 ||8846524.87 |
|Profit/ (Loss) before interest & depreciation ||5923454.01 ||3483498.77 |
|Less Interest ||6074.71 ||1628.97 |
|Gross Profit/ (Loss) ||5917379.30 ||3481869.80 |
|Depreciation ||1720022.00 ||934133.00 |
|Net Profit/ (Loss) Before Tax ||4197357.30 ||2547736.80 |
|Provision For Taxation (including deferred tax) ||1013410.00 ||391240.00 |
|Net Profit/ (Loss) after Tax ||3183947.30 ||2156496.80 |
During the year under consideration the income from operations of the company is Rs.8879220.00/- against Rs. 9244196.16/- in the last Financial Year. Other Income of thecompany is Rs. 12638867.00/- in comparison to Rs. 8846524.87/- in previous year.
As reported earlier that the company has been declared as Sick by the BIFR. Themanagement of the company has submitted its Detailed Rehabilitation Scheme (DRS) to theBIFR through the operating agency appointed by the BIFR after incorporating the changessuggested by different agencies. The BIFR has recorded its opinion against the scheme andcompany has filed an appeal with AAIFR in this regard.
The paid up Equity Share Capital as on March 31 2015 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. 31.84 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 has been appointed as an Additional Director (Independent)with effect from 26th March 2015 and she shall hold office till the date of forthcomingAnnual General Meeting wherein she is proposed to be appointed as an Independent directornot liable for retirement by rotation.
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 Clause 49 ofthe Listing Agreement.
Pursuant to provisions of the Companies Act 2013 and Clause 49 of the listingagreement the Board has carried out an annual performance evaluation of its ownperformance and the performance of the individual Directors as well as the evaluation ofthe working of its committees. The manner in which the evaluation was carried out has beenexplained in the Corporate Governance.
KEY MANAGERIAL PERSONNEL
Sh. Rajesh Kumar was appointed as Chief Financial Officer of the Company w.e.f.26tthMay 2014.
The following employees were designated as Whole-time Key Managerial Personnel by theBoard of Directors during the year under review: w Sh. Rajneesh Oswal Managing Director wSh. Rajesh Kumar Chief Financial Officer w Sh. Preet Kanwar Singh Company Secretary
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 andrevised Clause 49 of the listing Agreement. The composition of the Audit Committee isgiven in Corporate Governance Report. All the recommendations of the Audit Committee wereaccepted by the Board.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has adopted the Whistleblower 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 & CompanyChartered Accountants Ludhiana were appointed as statutory auditors of the Company tohold office till the conclusion of the 37th Annual General Meeting. In terms of the firstproviso to Section 139 of the Companies Act 2013 the appointment of the auditors shallbe placed for ratification at every Annual General Meeting. Accordingly the appointmentof M/s Dass Khanna & Company Ludhiana as statutory auditors of the Company isplaced for ratification by the shareholders. In this regard the Company has received acertificate from the auditors to the effect that their appointment is in accordance withthe provisions of Section 141 of the Companies Act 2013.
The auditors report on the accounts of the Company for the year under reviewrequires no comments.
Cost audit for the financial year 2014-15 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 2014-15as required under Section 204 of the Companies Act 2013 and Rules made there under. Thesecretarial audit report for FY 2014-15 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 appointed M/s P. S. Bathla & Associates Practising CompanySecretaries Ludhiana as secretarial auditor of the Company for the financial year2015-16.
RELATED PARTY TRANSACTIONS
No Related Party transactions was entered during the financial year.
There were no material contract or arrangement or transactions with Related Partyduring the year. Thus disclosure in form AOC-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 Agreement. 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 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.
EXTRACT OF ANNUAL RETURN
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 31 2015.
As per Clause 49 of the Listing Agreement with the Stock Exchange a separate Report onCorporate Governance practices followed by the Company together with a Certificate fromthe Practicing Company Secretary 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. except that theBIFR has recorded its opinion against the DRS (Detailed Rehabilitation Scheme) and Companyhas filed an appeal with AAIFR in this regard.
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 2015 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.
| ||For and on Behalf of the Board |
| ||For Adinath Textiles Limited |
| ||Sd/- |
|Place : Ludhiana ||Rajneesh Oswal |
|Date : 28th May 2015 ||(Managing Director) |
| ||(DIN : 00002668) |
Annexure I NOMINATION AND REMUNERATION POLICY
The Key provisions of the Nomination and Remuneration policy are given below:
The guiding principle is that the remuneration and the other terms of employment shallbe competitive in order to ensure that the Company can attract and retain competentExecutives.
The Nomination and Remuneration policy for executives reflects the remunerationphilosophy and principles of the Adinath Textiles Limited. When determining theremuneration policy and arrangements for Executive Directors/KMPs the Nominationand Remuneration Committee shall consider pay and employment conditions with peers /elsewhere in the competitive market to ensure that pay structures are appropriatelyaligned and that levels of remuneration remain appropriate in this context.
The Committee while designing the remuneration package considers the level andcomposition of remuneration to be reasonable and sufficient to attract retain andmotivate the person to ensure the quality required to run the company successfully.
The Nomination and Remuneration Committee while considering a remuneration package mustensure a balanced approach reflecting short and long term performance objectivesappropriate to the working of the company and its goals.
The Committee shall consider that a successful remuneration policy must ensure that anyincrease in the remuneration package is linked to the achievement of corporate performancetargets and a strong alignment of interest with stakeholders.
The Nomination and Remuneration policy is guided by a common reward framework and setof principles and objectives as particularly envisaged under section 178 of the CompaniesAct 2013 inter alia principles pertaining to determining qualifications positivesattributes integrity and independence etc.
Remuneration packages are designed to attract high-caliber executives in a competitivemarket and remunerate executives fairly and responsibly. The remuneration shall becompetitive and based on the individual responsibilities and performance.
Remuneration is designed to motivate delivery of our key business strategies create astrong performance-orientated environment and reward achievement of meaningful targetsover the short- and long-term.
Executive remuneration shall be proposed by the Committee and subsequently approved bythe Board of Directors. Executive remuneration is evaluated annually against performanceand a benchmark of other companies which in size and complexity are similar to AdinathTextiles Limited. Benchmark information is obtained from recognized compensation serviceconsultancies/other relevant sources. In determining packages of remuneration theCommittee may consult with the Chairman/ Managing Director as appropriate.
Information on the total remuneration of members of the Company's Board of Directorsand KMPs shall be disclosed in the Company's Annual Report.
The Company may grant any advance salary/loan to employees of the Company atconcessional/NIL interest rates as it deems fit subject to tax laws.
The Board may delegate the appointment and remuneration powers in case of Sr.Management Personnel (except KMPs and Directors) to the Managing Director by way of BoardResolution.
The appointment letters of all Sr. Management Personnel KMPs and Directors shall drawreference to the fact that the appointment and remuneration is in accordance with theNomination and Remuneration Policy of the Company.