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K C Textiles Ltd.

BSE: 502920 Sector: Industrials
NSE: N.A. ISIN Code: N.A.
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K C Textiles Ltd. (KCTEXTILES) - Director Report

Company director report

TO THE MEMBERS

Your Directors present the 37th Annual Report of the Company together with AuditedStatement of Accounts for the year ended 31st March

2015.

FINANCIAL RESULTS

(Rs. in Lacs)
Particulars March 2015 March 2014
Rs Rs.
Sales & Other Income 384.61 410.84
Profit before Financial Exp. Depreciation & Exceptional items 8.95 52.65
Financial Expenses 7.33 10.57
Depreciation 1.03 0.70
Exceptional Items 30.25 10.00
Profit for the year before tax 30.84 51.39
Provision for taxation (10.00) (10.00)
Deferred Tax 1.69 -
Income Tax From earlier year (2.46) (0.07)
MAT Credit entitlement (0.47)
Profit after tax 20.02 40.85
Profit/Loss brought forward 19.52 -21.32
Balance carried forward 39.59 19.52

OPERATIONS

The Company continued its trading activities in textile. The sales and other incomeduring the year was Rs. 384.61 lacs as compared to Rs. 410.84 lacs in the previous year.The net profit after tax is Rs. 20.07 lacs during the year after providing for financialexpenses and depreciation.

FUTURE PROSPECTS

The Company is concentrating on increasing the trading activities in textiles indomestic market and are exploring other products and other markets.

DIVIDEND

Directors do not recommend any Dividend for distribution to shareholders.

DIRECTORS

Pursuant to the provisions of Section 152 of the Companies Act2013 Shri S.K. Goel(DIN-00282148) Executive NonIndependent Director of the Company retires by rotation atthe forthcoming Annual General Meeting. .

Smt. Savita Goel was appointed as an Additional Director on 20th March 2015 and sheresigned from Directorship of the Company w.e.f. 31st July 2015..

STATUTORY AUDITORS

In compliance with the Companies (Audit and Auditors) Rules 2014 M/s Jagdish Sapra& Co. Chartered Accountants (FRN: 001378N) Statutory Auditors were appointed by theshareholders in the last Annual General Meeting held on 29tk September 2014 for a periodof three years. However their re-appointment is to be confirmed every year. M/s JagdishSapra & Co. Chartered Accountants are eligible for appointment as Auditors. Membersare requested to appoint them from conclusion of this Annual General Meeting till theconclusion of next Annual General Meeting and to authorize the Board of Directors to fixtheir remuneration.

The Auditors’ Report read together with the Notes to Account is selfexplanatoryand do not call for any further explanation.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.

During the year under consideration there were no suck instances.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92 of the CompaniesAct 2013 in prescribed Form MGT-9 is enclosed as Annexure-I to this report.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board met Six times during the financial year the details of which are given inAnnexure-II. The intervening gap between any two meetings was within the period prescribedby the Companies Act

2013.

PARTICULARS OF EMPLOYEES

None of the employee of the Company is covered under Section 197 of the Companies Act2013.

PARTICULARS OF REMUNERATION AND RELATED DISCLOSURES

Disclosures pursuant to Section 197(12) of the Companies Act 2013 is enclosed asAnnexure-III to this 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

No such events occurred during the financial year 2014-15.

PREVENTION OF SEXUAL HARASSMENT POLICY

There was no women employee working in the Company during the

year 2014-15.

CONSERVATION OF ENERGY

The manufacturing operations of the company remained completely suspended from 2001onwards therefore the information pursuant to Section 134 of the Companies Act 2013 isnot given.

FOREIGN EXCHANGE EARNINGS & OUTGO

There are no Foreign. Exchange earning and out go during the financial year 2014-15.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE

Loans Guarantees and Investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

No contracts was entered by the Company during the financial year with related partiesas stipulated in Section 188 of the Companies Act2013.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

No material changes and commitments affecting the financial position of the Companyoccurred from the end of the financial year 2014-15 till the date of this report. Furtherthere was no change in the nature of business of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference tofinancial statements.

DIRECTOR’S RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:

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

(b) the directors had selected such accounting policies and applied them consistentlyand made judgements 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 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 this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and -

(e) the directors had laid down internal financial controls to he 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.

ACKNOWLEDGEMENT

The Directors acknowledge and place on record their appreciation of the valuableassistance and support extended by hank. The Directors also record their appreciation ofthe services rendered by the staff of the Company.

Regd. Office: By Order of the Board
BM-2A Dilkush Indl. Estate
G.T. Karnal Road Azadpur
Delhi-110 033 S.K. Goel Suryakant H. Mehta
llthAugust 2015 Managing Director Director

ANNEXURE -II

1. Number of Board Meetings:

During the year the Board of Directors met 6 times on the following dates:-

26.06.2014 06.08.2014 20.10.2014 21.01.2015 20.03.2015 31.03:2015

2. Number of Share Transfer Committee Meetings:

During the year the Share Transfer Committee Meeting held on 08.10.2014 &19.01.2015

3. Annual General Meeting:

During the year the Annual General Meeting was held on 29.09.2014

4. Attendance of Directors:

Name of Director No. of Board Meetings Attended
S.K. Goel 6
Savita Goel 1
Suryakant H Mehta 6
Rakesh Sharma 6
V. K. Jain 2

 

Name of Director No. of Share Transfer Committee Meetings Attended
S.K. Goel 2
Rakesh Sharma 2
V. K. Jain 2

 

Name of Director Attendance At last AGM Held on 29th September 2014
S.K. Goel Yes
Suryakant H Mehta No
Rakesk Sharma Yes
V. K. Jain Yes

ANNEXURE -III

PARTICULARS OF REMUNERATION AND RELATED DISCLOSURES

Disclosures pursuant to Section 197(12) of the Companies Act 2013 and Rule 5(1) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are as under:

Disclosure Details

SL.No. Disclosure Requirement Name of Director Designation Ratio of the remuneration of Director to median remuneration of employees
1. Ratio of the remuneration of Director to the median remuneration of the employees of the Company for the Financial Year 2014-15. Shri S.K. Goel Managing Director 2.10:1
Name of Director Designation % increase in Remuneration
2. Percentage increase in remuneration of Director during the Financial Year 2014-15. ShriS.K. Goel Managing Director NIL
3. Percentage increase in the median remuneration of employees in the Financial Year There was no increase in the remuneration of employee during the financial year 2014-15
4. Number of Permanent employees on the rolls of Company as on 31st March 2015 6
5. Explanation on relationship between average increase in Remuneration and Company performance There was no increase in the remuneration of employee during the financial year 2014-15
6. Comparison of Remuneration of the Key Managerial Personnel against the performance of the Company None
7. a) Variations in the market capitalisation of the Company The shares are not being traded for the last more than 15 years
b) Price Earnings ratio of the Company as at the closing date of current financial year and previous financial year The Price Earnings ratio of the Company as at 31st March 2015 and as at 31st March 2014 is not calculated since there is no market value of the Shares during the last more than 15 years .
c) Percent increase / decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer. None .
8. Average percentile increase already made in the salaries of employees other than the Managerial Personnel in the last Financial Year i.e. 2014- 15 and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. For employees other than Managerial Personnel who were in employment for the whole of Financial Year 2013-14 and Financial Year 2014-15 the average increase is NIL.
Average increase for Managerial Personnel is NIL.
Name of KMP Designation % to Profit Before Tax for F.Y. 2014-15
9. Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company None
10. Key parameters for any variable component of remuneration availed by the directors None
11. Ratio of the remuneration of the highest paid director to that of the employees who are not directors hut receive remuneration in excess of the highest paid director during the year. None
12. Affirmation that the remuneration is as per the Remuneration Policy of the Company. Yes