Ceenik Exports (India) Ltd.
Your Directors hereby present their TWENTYFIRST ANNUAL REPORT alongwith the AuditedFinancial Statements for the year ended 31st March 2015.
|FINANCIAL HIGHLIGHTS: ||(Rupees) ||(Rupees) |
| ||2014-2015 ||2013-2014 |
|Profit before Interest & Depreciation ||27437601 ||7399433 |
|Finance Cost ||26444282 ||19821096 |
|Profit before Depreciation ||993319 ||(12421663) |
|Depreciation ||9295446 ||2756470 |
|Profit before Tax ||(8302127) ||(15178133) |
|Tax Expeness: ||- ||- |
|Current tax ||0 ||0 |
|Deferred Tax Expense/(Income) ||(11985018) ||(2849887) |
|Profit after Tax ||3682891 ||(12328246) |
|Balance brought forward from previous Year ||150843922 ||163172168 |
|Balance Carried Forward ||154496068 ||1508.43922 |
Considering the exigencies of the fund your Directors have not recommended anydividend.
Directors' Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to bebest of their knowledge confirm that
a) in the preparation of the accounts the applicable accounting standards have beenfollowed along with proper explanations relating to material departure;
b) appropriate accounting policies have been selected and applied consistently and havemade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;
c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;
f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS FOR 2014-2015
To avoid repetition in Directors' Report and Management Discussion & Analysis yourDirectors have presented a composite summary of performance and functions of the Company.
Global economy in the year 2014-15 reflected a moderate pick-up in growth in advancedeconomies. However slow down in emerging market and developing economies has continued.Economic growth in India is projected to be stronger in 2015-16 compared to the last year.However Geopolitical tension continues to pose threats. In some advanced economiesprotracted low inflation or deflation also poses risks to economic activity. The declinein crude price could boost economic activities in India.
Industry Structure and development
Your Company belongs to the Garment and apparel industry which is susceptible to fastchanging trends and styles. It is a labour intensive Industry and requires skilled andunskilled labour in large numbers. The new Government has laid emphasis on job orientedindustries to generate employment Regulations.
Performance of the Company
Domestic sales for the year under review were Rs.627.13 lacs a fall of 12% compared tolast year. Income from the real estate and investment activities was up by about 73%mainly due to the profit realized on sate of Industrial unit.
The total income for the year under review was Rs. 1012.06 lakhs and profit after taxof Rs.36.82 lacs as against Rs.933.10 lakhs and loss after tax of Rs.123.28 lacs for theprevious year respectively.
Opportunity and threats
Your Company is strengthening its manufacturing facilities and is able to procure theentire range of Men's wear at low cost with reasonably good quality. The growing youngpopulation of our country gives tremendous scope for the development of this industry.
The unavailability of skilled labour and high sticky inflation has caused a cascadingeffect on the growth rates of wages and manpower costs.
The New Government is committed to encourage the healthy growth of Capital Market fordevelopment of the Economy.
The market regulators are also concerned in regaining the confidence of investorswhich is adversely effected due to economic slowdown and scams.
Your Directors are of the opinion that new government's agenda of development andcreating jobs for young generation will stimulate the growth. Considering the hugepopulation and change in consumers' spending pattern Indian economy is bound to grow incoming years.
Loans Guarantees and investments
The Company has not given any loan or guarantee. The Company has made investments inshares and commercial properties details of which are provided in the financialstatements.
Your Company has not accepted any deposit from the public its shareholders oremployees during the year under review.
Conservation of Energy etc.
Information pertaining to conservation of energy technology absorption and foreignexchange earning and outgo as required under the provisions of Section 134 (3) (m) of theCompanies Act 2013 read with the rules made thereunder are as under
a) Conservation of Energy:
All machinery and equipment are periodically serviced and overhauled to keep them ingood condition. This helps in consumption of lesser energy.
Considering the minimal utilization of power the Company has not opted for alternateenergy source. bJTechnology Absorption: The Company has not imported any technology. Thenature of activities of the Company does not warrant any exclusive R&D.
c) Foreign Exchange Earnings and Outgo:
Earnings -Rs NIL
Outgo -Rs 10672260/- (Import of machinery)
In line with the requirement of the Companies Act2013 as also amended Clause 49 of theListing Agreement the Board of Directors has constituted new committees. Details of thesecommittees along with their terms of reference composition and meetings held during theyear are provided in the Corporate Governance Report. During the year the Company hasalso amended the existing policies and adopted new policies such as CSR policies RelatedParty.
Transaction Policies Whistle Blower Policies
Aseparate report on Corporate Governance is annexed which forms part of this report.Acertificate of CEO and CFO of the Company confirming the correctness of the financial andcash flow statements adequacy of the internal control measures and reporting of mattersto the Audit Committee is also annexed and forms part of this Directors'Report.
Transactions with related parties
None of the transactions with related parties falls under the scope of Section 188(1)of the Companies Act 2013. Information on transactions with related parties pursuant toSection 134 (3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules2014are given in Annexure 2 in Form AOC-2 and the same forms part of this report. The Companydoes not have any subsidiary.
Your Company does not have any subsidiary. Niktin Properties & Estates Pvt. Ltd. inwhich your Company is holding 39.41% of its share capital is the Associate and inpursuance to the provisions of Section 2(6) of the Companies Act 2013.
A separate section on the performance and financial position of this associate in FormAOC-1 is part of this report.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Accounting Standards 21 23 and 27 issued by the Institute ofChartered Accountants of India consolidated financial accounts prepared on the basis offinancial statements of the associate company forms part of this reportand accounts.
MATERIAL CHANGES AND COMMITMENT
There was no material change and commitments affecting the financial position of theCompany between the end of the financial year and the date of this report.
Directors and key managerial personnel
Your Directors regret to inform the sad demise of Mr. Brijlal S. Bachani on 31"October 2014. Mr. Bachani was associated with your Company since it became public in theyear 1995 (27-01-1995). Your Directors place on record their appreciation for the valuedguidance of Mr. Bachani to the Company during his tenure with the Company.
The Board in its meeting held on 14* March2015 had appointed Mrs. Kavita Hingorani asan Additional Director. The Board also in its meeting held on 27* April 2015 hadappointed Mrs. Roopa Teckchandani as an Additional Director (Independent). Pursuant to theprovisions of Section 161 of the Act both Mrs. Kavita Hingorani and Mrs. RoopaTeckchandani would be vacating their office as Directors in the forthcoming Annual GeneralMeeting.
The Company has received notices under Section 160 of the Act alongwith refundabledeposit of the prescribed amount proposing the appointments of Mrs. Hingorani as Directorand Mrs. Roopa Teckchandani as an Independent Director.
Both the proposed appointments of Mrs. Hingorani and Mrs. Roopa Teckchandani wererecommended by the Nomination & Remuneration Committee. The Board of Directors of theCompany had formed the opinion that Mrs. Roopa Teckchandani meets with the criteria ofIndependence as per Section 149(6) of the Act and rules made thereunder and requirementsof Clause 49 of the listing agreement with the BSE Ltd.
Mr. Narain Hingorani shall retire by rotation at the forthcoming Annual General Meetingand being eligible has offered himself for re-appointment.
During the year under review none of the non-executive directors had any pecuniaryrelationship or transactions with the Company.
Pursuant to the provisions of Section 203 of the Companies Act 2013 and Clause 49 ofthe listing agreement with the BSE Ltd. Mr. Narain Hingorani Managing Director of theCompany is Chief Executive Officer and Mr. Prakash Dhumal is the Chief Finance Officer.The Company is in search of an ideal candidate for the post of the Company Secretary.
Nomination & Remuneration Policy
The Nomination and Remuneration Policy recommended by the Nomination & RemunerationCommittee is duly approved and adopted by the Board of Directors. The said policy isannexed to the report as Annexure I.
Number of meeting of the Board
Eight meetings of the Board were held during the year under review. CorporateGovernance Report which forms part of this report contains the details about the Boardmeeting as also meeting attended by each Directors of the Company.
Declaration of Independence
All the independent directors have submitted declarations as required pursuant toSection 149(7) of the Companies Act 2013 stating that they meet the criteria ofindependence as stipulated in Section 149(6) of the Act.
Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement with theBSE Ltd. the Board of Directors had done the annual evaluation of its own performanceits committees and individual directors. The Nomination and Remuneration Committeereviewed the performance of the individual directors on the basis of criteria such as thecontribution of the individual director to the Board and committee meetings.
In a separate meeting of independent directors performance of non-independentdirectors performance of the Board as a whole was evaluated taking into account theviews of the management and non-executive directors.
Policy on appointment of directors and remuneration as provided in Section 178(3) ofthe Companies Act 2013 has been dealt with in the corporate governance report whichforms part of the Directors' Report.
The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.
Internal Control System
Adequate internal control systems are in place to maintain quality of product properaccounting as per norms and standards laid prescribed asset maintenance and its properuse. The Company has an independent internal auditor who periodically reviews theaccounts and reports to the Audit Committee.
The Company has Risk Management Committee. This committee is responsible for reviewingthe risk management plan and its effectiveness. The audit committee also reviews thefinancial risk and its control. The management also continuously access the risk involvedin the business and all out efforts are made to mitigate the risk with appropriate action.All the assets of the Company are adequately covered by comprehensive insurance.
The relations between the management and employees remained cordial through out theyear. Information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are appendedto this report as Annexure 3 and forms part of this report.
None of the employees was in receipt of the remuneration exceeding the prescribed limitand hence information under the Rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules
2014 are not given.
According to Directors there is no adverse remarks made by Statutory Auditors in theirreport. Notes to the accounts are self explanatory to comments/observation made by theauditors in their report. Hence no separate explanation is given.
M/s. Udayavar Dhaneshkumar & Associates Chartered Accountants Statutory Auditorsof your Company shall retire at the forthcoming Annual General Meeting. However they areeligible for reappointment. Members are requested to appointthe Auditors and fix theirremuneration.
During the year Secretarial Audit was carried out by Mr. Upendra C. Shukla PractisingCompany Secretary for the financial year 2014-15. The report on the Secretarial Audit isappended as Annexure 5 to this report. According to the Board of Directors the report doesnot have any adverse remark.
REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud as specified under the secondproviso of Section 143(12) of the Companies Act 2013.
Extract of Annual Return
An extract of Annual Return in Form MGT-9 in pursuance to the provisions of Section92(3) of the Companies Act 2013 is annexed to this report as Annexure 4 and forms part ofthis report.
Corporate Social Responsibility (CSR):
Since the profitability of the Company is below the limit prescribed under Section 135of the Companies Act2015 the provisions pertaining to Corporate Social Responsibilityare not attracted.
The Company has a vigil mechanism policy to deal with instances of fraud andmismanagement. The whistle blower policy adopted by the Board of Directors is hosted onthe website of the Company.
Details of Significant and Material Orders passed by the Regulators or Court orTribunals
During the year under review there were no material and significant orders passed byany of the regulators or courts or tribunals impacting the going concern status and theCompany's operations.
Disclosure under Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act 2013
In compliance to the new Act of 'Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act your Company has duly constituted an internal complaintcommittee. The Committee has formulated policy to ensure protection to its femaleemployees.
Statements in the Annual Report particularly those which relate to ManagementDiscussion and Analysis may constitute forward looking statements within the meaning ofapplicable laws and regulations. Although the expectations are based on the reasonableassumption the actual results might differ.
The Directors wish to place on record their deep sense of appreciation to the Company'sBankers and all the staff members for their unstinted support. Your directors also wish tothank the shareholders for confidence reposed in the management of the Company.
| ||For & on behalf of the Board of Directors |
|Place: Mumbai ||(Narain N. Hingorani) |
|Date: 14/11/2015 ||Chairman & Managing Director |