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Junction Fabrics and Apparels Ltd.

BSE: 539216 Sector: Industrials
NSE: N.A. ISIN Code: INE653S01010
BSE LIVE 14:22 | 08 Dec 33.50 -1.00
(-2.90%)
OPEN

33.50

HIGH

33.50

LOW

33.50

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 33.50
PREVIOUS CLOSE 34.50
VOLUME 4000
52-Week high 40.00
52-Week low 20.50
P/E 16.18
Mkt Cap.(Rs cr) 9
Buy Price 30.00
Buy Qty 4000.00
Sell Price 39.50
Sell Qty 4000.00
OPEN 33.50
CLOSE 34.50
VOLUME 4000
52-Week high 40.00
52-Week low 20.50
P/E 16.18
Mkt Cap.(Rs cr) 9
Buy Price 30.00
Buy Qty 4000.00
Sell Price 39.50
Sell Qty 4000.00

Junction Fabrics and Apparels Ltd. (JUNCTIONFABRICS) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 6th Annual Report of yourCompany together with the Audited Financial Statement for the Financial Year ended 31stMarch 2017.

1. FINANCIAL RESULTS:

(Amount in Rupees)

Particulars Current Year 2016-2017 Previous Year 2015-2016
Income from Operations 639447781 515669183
Gross Receipts (including other Income) 639519253 515843358
Total Expenditure before Interest and Depreciation 618100966 495613111
Less: Interest and Financial Charges 10627235 10824766
Less: Depreciation and Amortization 1497682 1074528
Profit/(Loss) before taxation for the year 9293370 8330953
Less: Current tax Expenses 3126767 2351916
Less: Deferred Tax Liability/Asset 128506 219656
Excess/(Shortfall) Prov. For Tax in P.Y. (459164) -
Profit/(Loss) after taxation for the year 5578933 5759381

2. PERFORMANCE OF THE COMPANY:

During the year under review the Company has earned sales income of Rs. 639447781/-(Previous year Rs. 515669183/-) and other income Rs. 71472/- (Previous year Rs.174175/-). After providing depreciation finance charges and tax the Company has earnedNet profit Rs. 5578933/- (Previous year company earned Net profit Rs. 5759381/-).

3. DIVIDEND:

In order to conserve the reserves for further expansion of business the directors donot recommend any dividend.

4. TRANSFER TO RESERVES:

The Company has not transferred any amount to reserves during the year under review.

5. BUSINESS REVIEW:

The company is making efforts to improve the business and your Directors are optimisticof better performance during the year.

6. SHARE CAPITAL:

The Company has not altered the share capital during the year.

7. DIRECTORS:

Mrs. Ashmita Agarwal (DIN: 07332067) was appointed as a Director in the Annual GeneralMeeting held on 30th July 2016.

As per the provision of the Companies Act 2013 Mrs. Ashmita Agarwal (DIN: 07332067)retires by rotation at the ensuing Annual General Meeting and being eligible seeksre-appointment. The Board recommends the appointment of Ashmita Agarwal as Director of theCompany.

8. STATUTORY AUDITORS:

In terms of Proviso to Section 139 (1) of the Companies Act 2013 M/s. Balaji &Thulasiraman Chartered Accountants (Firm Registration Number: 007262S) Tirupur has beenappointed as a Statutory Auditors of the Company for a term of five years from 2014-19subject to ratification by the shareholders at every general meeting in terms of ordinaryresolution passed by the Members at their 3rd Annual General Meeting held on 29thSeptember 2014.

In pursuance of above term necessary resolution ratifying appointment of M/s. Balaji& Thulasiraman Chartered Accountants (Firm Registration Number: 007262S) Tirupur asthe Statutory Auditors for the financial year 2017 - 2018 is being placed before membersfor their consideration in this Annual General Meeting.

9. DEPOSIT:

Your directors have provided loan/advance to the company to the tune ofRs.22950000/- within the meaning of the Rule 2(1)(viii) of the Companies Act 2013.Your directors have provided a declaration that the amount being funded is not out offunds borrowed or by accepting loans or deposits from others.

10. EXTRACT OF THE ANNUAL RETURN:

An extract of the Annual Return as of 31st March 2017 pursuant to thesub-section (3) of Section 92 of the Companies Act 2013 in Form MGT 9 is furnished asAnnexure A to this report.

11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

Six (6) Meetings of the board were held during the year.

12. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR:

All independent Directors have given declarations that they meet the criteria ofIndependence as laid own under the provisions of the Companies Act and the SEBI (ListingObligations and Disclosure Requirements) Regulation 2015.

13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY:

During the year under review the Company has not made any Loans Guarantees orInvestments within the meaning of the provisions of Section 186 of the Companies Act2013.

14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

A) Conservation of energy:
(i) The steps taken or impact on conservation of energy: Nil
(ii) The steps taken by the company for utilising alternate sources of energy: Nil
(iii) The capital investment on energy conservation equipments: Nil
B) Technology absorption:
(i) The efforts made towards technology absorption: Nil
(ii) The benefits derived like product improvement cost reduction product development or import substitution: Nil
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): Nil
(iv) The expenditure incurred on Research and Development: Nil

C) Foreign exchange earnings and Outgo:

Foreign exchange earnings : Rs. 89144842 Foreign exchange outgo : Rs. 827700

15. PERFORMANCE EVALUATION:

SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 mandated thatthe Board shall monitor and review the Board evaluation framework.

The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard on its own performance and that of its committees and individual Directors. ScheduleIV of the Companies Act 2013 states that the performance evaluation shall be done by theentire Board of Directors excluding the Director being evaluated.

The evaluation of all the Directors and the Board as whole was conducted based in thecriteria and framework adopted by the Board. The evaluation process has explained in theCorporate Governance Report.

16. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The company has formulated vigil mechanism for employees including directors of thecompany to report genuine concerns.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contract or arrangements entered into by the Company with relatedparties referred to in sub-Section (1) of Section 188 of the Companies Act 2013 in FormNo. AOC -2 is furnished as Annexure B to this report.

18. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Company's policy on Director's appointment and remuneration and other mattersprovided in section 178 of the Companies Act 2013 has been disclosed in the CorporateGovernance Report.

19. COST AUDITOR:

Not applicable to the Company as per the provisions of the Companies Act 2013. Howeverthe company has maintained cost records as required under the Companies (Cost Records andAudit) Rules 2014

20. RISK MANAGEMENT POLICY:

The Management has devised Risk Management Policy considering the nature of industryand associated risks pertaining to the industry. The Management is overseeing theimplementation of the Policy on regular basis.

21. SECRETARIAL AUDIT REPORT:

As per the provisions of the Companies Act 2013 the Secretarial Audit for the year2016-17 have also been carried out by Mr. Vasudevan Practicing Company Secretary andaccordingly his report is appended to Directors' Report.

22. CORPORATE SOCIAL RESPONSIBILITY:

Not applicable to the Company as per the provisions of the Companies Act 2013.

23. PREVENTION OF SEXUAL HARASSMENT AT THE WORK PLACE:

As per the requirements specified in the "The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013" the Company hasconstituted an Internal Complaints Committee and is committed to provide a workenvironment that is free from sexual harassment.

24. MATERIAL CHANGES:

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year as on 31.03.2017 and the date of thisReport.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

There were no significant and material orders passed by the regulators or courts ortribunal which would impact the going concern status and the Company's operations infuture.

26. CLARIFICATION ON AUDITOR'S REMARK IN THEIR REPORT:

There were no remarks in the Auditor's report and hence no clarification is required

27. DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

1. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

2. 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 ofprofit of the company for that period;

3. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

4. the directors had prepared the annual accounts on a going concern basis; and

5. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

(UN NU: LlolUl IZZUllrLLUl /300)

28. PARTICULARS OF EMPLOYEES:

There were no employees drawing remuneration in excess of limit specified under Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

The ratio of remuneration of each director to the median of employees remuneration asper Section 197(12) of Companies Act 2013 read with Rule 5(1) of Companies Appointmentand Remuneration of Managerial Personnel) Rules 2014 forms part of the Board report(Annexure C)

Your company hereby disclose the details regarding Specified Bank Notes held andtransacted during the period 08/11/2016 to 30/12/2016 in the table provided below:

29. PARTIULARS ON SPECIFIED BANK NOTES:

Your company hereby disclose the details regarding Specified Bank Notes held andtransacted during the period 08/11/2016 to 30/12/2016 in the table provided below:

SBNs Other Denomination Notes Total
Closing cash in hand as on 08.11.2016 Rs.1012000/- Rs. 397678/- Rs.1409678/-
(+)Permitted Receipts NIL Rs.1853064/- Rs.1853064/-
(-) Permitted Payments NIL Rs.1587984/- Rs.1587984/-
(-) Amount deposited in Banks Rs.1012000/- NIL Rs.1012000/-
Closing cash in hand as on 30.12.2016 NIL Rs.662758/- Rs.662758/-

30. ACKNOWLEDGEMENT:

Your Directors wish to place on record their deep gratitude and appreciation towardsthe Company's suppliers customers investors bankers Government of India StateGovernment and other regulatory authorities for their continued support during the year.Your Directors also acknowledge the commitment and the dedication of the employees at alllevels who have contributed to the growth of the Company.

For and on behalf of the Board

Place: Tirupur -Sd- -Sd-
Date: 25.05.2017 Prem Dinanath Aggarwal Shikha Aggarwal Prem
(DIN:02050297) (DIN:0337396)
Managing Director Wholetime Director