Your Directors are pleased to present the 37th Annual Report on the business andoperations of the Company along with audited statements of accounts for the year ended31st March 2017.
| || ||(Amount in Rs.) |
|Particulars ||2016-17 ||2015-16 |
|Income from Operations ||12628486.00 ||12968683.00 |
|Other Income ||11145739.00 ||12352979.70 |
|Profit/ (Loss) before interest & depreciation ||5640291.83 ||6349938.36 |
|Less Interest ||741612.72 ||1024343.14 |
|Gross Profit/ (Loss) ||4898679.11 ||5325595.22 |
|Depreciation ||1867734.00 ||1717198.50 |
|Net Profit/ (Loss) Before Tax ||3030945.11 ||3608396.72 |
|Provision For Taxation (including deferred tax) ||590925.00 ||1135061.00 |
|Net Profit/ (Loss) after Tax ||2440020.11 ||2473335.72 |
During the year under consideration the income from operations of the company is Rs.12628486.00/- against Rs. 12968683.00/- in the last Financial Year. Other Income ofthe company is Rs. 11145739.00/- in comparison to Rs. 12352979.70/- in previousyear.
The paid up Equity Share Capital as on March 31 2017 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. 24.40 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 Chairman & Managing Director of the Company is liable toretire by rotation at the forthcoming Annual General Meeting under clause 86(1) of Articleof Association of the Company and being eligible offer himself for reappointment.
Sh. Arun Kumar Goel and Sh. R. P. Gupta ceased to be Directors of the company witheffect from 1st May 2017 due to their resignations.
Mrs. Priya Begana has been appointed as Additional Director (Independent) w.e.f. 12thJanuary 2017 and Sh. Vishal Oswal w.e.f. 1st May 2017 who will hold office up to thedate of ensuing 37th Annual General Meeting of the Company. All Independent Directors havegiven declarations that they meet the criteria of Independence as laid down under Section149(6) of the Companies Act 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations andDisclosure 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
There was no change in the Key Managerial Personnel during the year under review.
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 & Co.Chartered Accountants Ludhiana were appointed as statutory auditors of the Company tohold office till the conclusion of the 37th Annual General Meeting. Accordingly theperiod of appointment of M/s Dass Khanna & Co. Chartered Accountants will come to anend at the conclusion of the ensuing 37th Annual General Meeting.
The auditors' report on the accounts of the Company for the year under review requiresno comments.
Cost audit for the financial year 2016-17 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 2016-17as required under Section 204 of the Companies Act 2013 and Rules made there under. Thesecretarial audit report for FY 2016-17 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 year2017-18.
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 by the Board has been uploaded on the websiteof the Company at http://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 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 312017.
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.
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 2017 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;
(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 that such systems 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 : 27th May 2017 ||Chairman & Managing Director |
| ||(DIN :00002668) |