You are here » Home » Companies » Company Overview » Katare Spinning Mills Ltd

Katare Spinning Mills Ltd.

BSE: 502933 Sector: Industrials
NSE: N.A. ISIN Code: INE498G01015
BSE LIVE 15:40 | 17 Aug 15.00 15.00
(%)
OPEN

15.00

HIGH

15.00

LOW

15.00

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 15.00
PREVIOUS CLOSE 0.00
VOLUME 150
52-Week high 31.80
52-Week low 14.70
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 15.00
Sell Qty 1850.00
OPEN 15.00
CLOSE 0.00
VOLUME 150
52-Week high 31.80
52-Week low 14.70
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 15.00
Sell Qty 1850.00

Katare Spinning Mills Ltd. (KATARESPINNING) - Director Report

Company director report

THE MEMBERS OF KATARE SPINNING MILLS LTD.

Your Directors have pleaser in presenting their THIRTY FIFTH Annual Report on thebusiness and operations of the Company together with the Audited Statement of Accounts forthe year ended 31st March2015.

1. Financial Highlights:

(Rs. in Lacs)
Particulars 2014-2015 2013-2014
Turnover 3661.69 3770.13
Profit Before Interest & Depreciation 71.92 324.41
Less : Interest 168.45 247.16
Profit before depreciation -96.53 77.25
Less : Depreciation 62.72 79.88
Add : Transfer from Revaluation Reserve 0 20.71
Profit after depreciation & before taxation -159.24 18.08
Add : Excess provision in the last year 1.34 0.39
Less: Tax expenses relating to previous year 26.50 20.83
Add/Less: Deferred Tax Liability/Assets 202.94 -15.11
Profit / loss for the period 18.53 -17.47
Add : Balance carried from previous year 322.84 321.78
Amount available for appropriation 332.07 304.31
Less : Transitional effect on revision of depreciation on useful life of assets in accordance with schedule II 175.92 0
Profit carried forward 146.92 304.31

2. OPERATIONS

Solar Power Project

The Company has already Commissioned Rooftop Solar Power Project at hotel and hasgetting good benefit by way of reduction in monthly electricity bills.

Considering the involment of power part in the cost of finished goods the Company hasdecided to set up 1 MW power project for captive consumption and accordingly pleased toinform you that the Company has successfully commissioned 1 MW solar plant for captiveconsumption in the month of 22nd April 2015. This is the first net metering installationin the Maharahstra so the Company will save the cost of Rs.8.10 per unit and we expectabout19 lacs units will be generated per annum so that the Company will save electricitybill substantially during the current year.

3. DIVIDEND

Your Directors do not recommend any dividend for the year under report.

4. DIRECTORS

(a) The Directors express their profound sorrow at the sad demise of Vijay TKatarewho was being an ardent philanthropist hardworking and place on record their deepsense of appreciation for the valuable services rendered by him during association as afounder Director and later on a Chairman and Executive Director of the Company prior tohis demise.

(b) Miss. Vidhyawati K.Katare has been appointed as an Additional Director of theCompany w.e.f. 28.02.2015 pursuant to the provisions of Article 110 of the Articles ofAssociation of the Company. Miss. Vidhyawati has been associated for a long period withthe industrial family of Katare and already on the Board of other sister companies andtrusty of the Charitable institution and thus has vast experience in the industrial andalso social field which will be beneficial to the Company. This will also fulfill therequirement of having a woman Director on the Board of Directors under the Companies Act2013. She will hold office upto the date of the forthcoming Annual General Meeting andbeing eligible offers herself for being appointed as a Director of the Company liable toretire by rotation.

(c) Under Article 130 of Articles of Association of the CompanyMr. S.T.Katare and Mr YN Konda both Directors of the company retire by rotation and being eligible offers themself for reappointment.

5. RESERVES

No amount out of current year's profit was transferred to the General Reserves.

6. CORPORATE GOVERNANCE

Your Company believes that Corporate Governance is a code of self discipline. In theline with this policy the Board of Directors strongly believes that it is very importantthat the Company follows healthy Corporate Governance practices and reports to theshareholders the progress made on the various measures undertaken. The CorporateGovernance Certificate from Statutory Auditor regarding compliance of conditions ofcorporate governance as stipulated in Clause 49 of the Listing agreement is annexed withthis report.

7. AUDITORS

G. M. Pawale chartered accountants Solapur hold office until the conclusion of theensuing Annual General Meeting and are eligible for reappointment. The members arerequested to re-appoint them as Auditors of the Company.

8. INTERNAL FINANCIAL CONTROL:

The Company has in place internal financial control systems commensurate with the sizeand complexity of its operations to ensure proper recording of financial and operationalinformation and compliance of various internal controls and other regulatory and statutorycompliances. The internal auditor monitors and evaluates the efficacy and adequacy ofinternal control systems in the Company. Based on the report of the internal auditorrespective departments undertake corrective action in their respective areas and therebystrengthen the controls. Significant audit observations and corrective actions there onare presented to the Audit Committee of the Board.

9. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8(3) of The Companies (Accounts) Rules 2014 is annexed herewith separately.

10. Secretarial Audit Report:

In terms of Section 204 of the Companies Act 2013 and Rules made there under M/s.Upasani and Co. Practicing Company Secretary Dombivli (E) has been appointed SecretarialAuditor of the Company. The report of the Secretarial Auditor is enclosed herewith. Thereport is self-explanatory however; the Company has initiated necessary steps to complywith queries mentioned under the Secretarial Audit Report as per the provisions of theCompanies Act 2013 and the Listing Agreement.

11. FIXED DEPOSITS

The Company has not accepted or renewed any deposits from the public during the yearunder review in terms of the Companies (acceptance of deposits) Rule2014.

12. PARTICULARS OF EMPLOYEES

There are no employee drawing remuneration exceeding the limits prescribed underSection 134(3) (q) read with Rule 5 of Rules 2014 and hence no details are required to beannexed to this report.

13. SAFETY MEASURES

i. INSURANCE.

Your Company continued to cover all assets mainly; plant & machinery buildingmaterials stock furniture & fixtures against possible risks like fire floodterrorism and earthquake.

ii. INDUSTRIAL RELATIONS

The industrial relations at the plants of the Company during the year under reviewcontinued to be cordial throughout the year.

14. LISTING OF SHARES & SECURITIES

The Company's Shares are listed on the BOMBAY STOCK EXCHANGE LIMITED

15. DIRECTORS RESPOSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuring compliance with theprovision of Section 134(3)(c) read with Section 134(5) of the Companies Act 2016 in thepreparation of annual accounts for the year ended on 31st March2015 and state that

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

2. The directors had selected such accounting policies and applied them consistentlyand made judgment 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 coveredunder this report and of the profit and loss 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.

5. The Directors had laid down internal financial control to be followed by the Companyand that such internal financial control are adequate and were operating effectively: and

6. The Directors had devised proper systems to ensure compliance with the provision ofall applicable laws and that such systems were adequate and operative effectively.

16. APPRECIATION

Your Directors would like to place on record their appreciation for the co-operationand assistance received from the banks for the utmost confidence reposed in themanagement by the shareholders and customers during the year under review. Your Directorswish to thank for the services of the executive staff and workers of the Company at alllevels for their dedication devotion determination and discipline. The Directors expresstheir profound thanks to the shareholders for their continued support and goodwill andthey look forward to the future with confidence.

By order of the Board of Directors
Solapur K .T. KATARE
August 31 2015 Managing Director
(DIN No.-00645013)

ANNEXURE TO DIRECTORS REPORT

Information as required under rule 8 (3) of the companies (accounts) Rule 2014

A) Energy Conservation taken :

i) Switching off unwanted lights. ii) Use of natural lights as far as possible.

iii) Humidification plants not operated during favorable climatic conditions.

iv) Control over slippage.

v) The Company has replaced HDP Ring Tubes and introduced light weight ABS Tubes forRing Frame. Because of this the Company is getting more Yarn contents and about 1.5% powersaving in the power consumption.

B) Additional investment and proposal if any being implemented for reduction ofconsumption of energy. The management is actively considering different areas viz.

a) Solar Power Panel.

b) Change in Humidification Plant (Cell Type Air Washer) with the help of ATIRA wherepower can be saved.

c) Installation of appropriated energy saving devices.

d) Impact of measures at (a) and (b) above for reduction of energy consumption andconsequent impact on the cost of production.

The above measures will save energy and to that extent the cost of goods produced willbe reduced.

FORM "A"

A) POWER & FUEL CONSUMPTION

Spinning Division

Hotel Division

Sr.No Particulars Current Year Previous Year Current Year Previous Year
a) Electricity
Purchased Units from MSEDCL 1799520 2398980 578647
Total Amount Rs. 13404709 16882092 7692018 7011212
Rate Unit Rs. 7.45 7.04 12.12
b) Own Generation
i) Diesel Generator
Unit - - - -
Rate per unit Rs. - - - -
ii) Solar Plant
Unit - - 64490 60374
Rate per unit Rs. - - - -

FORM "B"

RESEARCH & DEVELOPMENT

1. Specific Areas in which R & D Carried out by the Company. i) R & D carried out to increase the strength of the yarn for better weaving results and to supply fault - free and improved quality of yarn for Auto Looms.
ii) Several Steps have been taken to reduce and product faults and breakage and waste percentage.
2. Benefits derived as result R & D Carried out by the company. Reduction in cost output improvement in Quality introduction of new varieties of Yarn better marketability.
3. Future Plan of action The above activities shall continue & more effects in this direction will be made appropriate testing machines & other suitable equipment are going to be added.
4. Expenditure on R & D The separate division has been established to act above activities and the expenditure is merged with the various expenses.
A) Capital Rs. 380878.00
B) Recurring Rs. 0.00
C) Total Rs. 380878.00
D) Total R & D. Expenditure
Technology absorption
Adaptation & innovation
a. Effort in brief towards technology Absorption adaptation and innovation. The plants are based on indigenous technology. Every effort is made to know the latest development in technology in India as well as abroad. Latest machines like Rotors are installed in place of Ring Frames as far as possible within permissible financial resources.
b. Benefits derived as a results of Above efforts e.g. output improvement cost reduction production development import substitution. After adaptation of Modern machines with latest technology the Company reduced considerable improvement in market demand of our products.
5. Details of imported Technology. the last 5 years. No Technology has been imported during

 

By order of the Board of Directors
Solapur
August 31 2015
K .T. KATARE
Managing Director

Form No. MR-3

SECRETARIAL AUDIT REPORT

[Pursuant to section 204(1) of the Companies Act 2013 and Rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED: 31.03.2015

To

The Members

KATARE SPINNING MILLS LIMITED

SOL APUR-413005

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by KATARE SPINNING MILLSLIMITED (hereinafter called the company). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing our opinion thereon.

Based on our verification of the company's books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the company hasduring the audit period covering the financial year ended on March 31 2015 complied withthe statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on March 31 2015 accordingto the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules made thereunder.

(iii) The Depositories Act 1996 and the Regulations and Byelaws framed there under;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment. Duringthe audit period there were no Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowing.

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 (Not Applicable to the Company during the Audit Period);

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999. (Not Applicable to the Company duringthe Audit Period);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 (Not Applicable to the Company during the Audit Period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 (Not Applicable to the Company during the Audit Period); and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 (Not Applicable to the Company during the Audit Period);

As per the minutes of the meetings duly recorded and signed by the Chairman thedecisions of the Board were unanimous and no dissenting views have been recorded.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines

For H B Upasani & Co.
Company Secretaries
H B Upasani
Dombivali Proprietor
25th August 2015 Membership No. FCS-4891 COP-5966

Annexure A to the Secretarial Audit Report

To

The Members

KATARE SPINNING MILLS LIMITED

SOLAPUR-413005

Our report of even date is to be read along with this letter

1. Maintenance of secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on the random test basis to ensure that correct facts are reflectedin secretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Wherever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on the random test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

For H B Upasani & Co.

Company Secretaries

H B Upasani

Proprietor

Membership No. FCS-4891 COP-5966

Dombivali

25th August 2015