TO THE MEMBERS
Your Directors have pleasure in presenting the 28th Annual Report on the affairs ofyour Company together with the Audited Statements of Account for the Year ended March 312017.
| ||2016-2017 ||2015-2016 |
| ||(Rs. In Lakhs) ||(Rs. In Lakhs) |
|Revenue from operation ||61562.08 ||49221.54 |
|Other Income ||45.02 ||25.02 |
| ||61607.10 ||49279.56 |
|PBIDT ||2302.45 ||2150.96 |
|Interest ||1290.28 ||1169.19 |
|Depreciation ||670.85 ||630.11 |
|PROFIT BEFORE TAXATION ||341.32 ||351.66 |
|Adjustment of Tax ||-237.99 ||-97.74 |
|PROFIT AFTER TAXATION ||103.33 ||253.92 |
|Profit Brought Forward from Previous Year ||2557.55 ||2303.63 |
|PROFIT AVAILABLE FOR APPROPRIATIONS ||2660.88 ||2557.55 |
|APPROPRIATIONS || || |
|Proposed Dividend ||0 ||0 |
|Balance carried to Balance Sheet ||2660.88 ||2557.55 |
| ||2660.88 ||2557.55 |
Your Directors do not recommend payment of any dividend for the year ended 31st March2017 with a view to conserve liquidity.
The Financial Year 2016-17 was not smooth for the cotton yarn and textile industry. Theexpectations of a better yield leading to a bigger cotton crop were hit by an erraticmonsoon.
The demonetization in early November 2016 disrupted the arrival of the crop in themarkets due to reluctance of farmers to accept modes of payment other than cash. Thus theprices of cotton stayed much higher than the projections.
Other costs such as power and man power were also increased more than normal by certainregulatory changes & decisions on open access for power payment of bonus &applicability of ESIC.
The emergence of substantial new spinning capacity in Vidharbha and Gujarat on the backof very substantial incentives has made competition very intense. Added to this iscompetition from low cost economics such as Bangladesh Vietnam Pakistan who also enjoypreferential duties and access to US and EU.
China continued its policy of reducing reserves of cotton and produced more yarn &imported less cotton and yarn. The total exports of the country were also below target.
Your Company was able to successfully deal with all these to achieve a growth inturnover of more than 20%.
Your company's performance can be judged on a positive note. The revenue from operationwas Rs. 61562.08 lakh as against Rs. 49221.54 lakh in the Previous Year. However Theprofit after tax for the year 2016-17 has been Rs. 103.33 lakh as against Rs. 253.92 lakhin the Previous Year.
The central textile ministry has announced Rs. 6000 Cr package for the garments sectorin June 2016. This package is expected to benefit the textile industry immensely. Furtherthe economy of EU Countries and also USA will pick up soon which consequently will boosttextile export from India. All these will create higher demand for the Company's products.
FIRE T AT KAGAL UNIT
A Fire broke out at Kagal plant on 5th March 2017.Extensive damage occurred. Howeverthe company has filed claim with the Insurance Company against loss for damage to fixedAssets and Inventory. The claim is under process. However the work restarted at the saiddivision from 18th March 2017 and now operation is running smoothly.
DIRECTOR'S & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Mahendra Patwari DIN 00024002 is liable toretire by rotation and being eligible offers himself to be re-appointed. The company hasreceived declaration from the Director specifying his eligibility to be re-appointed assuch.
Mr. Mahendra Patwari's office of Whole-time Director is upto 30/06/2017. He isproposed to be re-appointed for a period of 5 years w.e.f. 01/07/2017.
Mr. K.C. Purohit Whole-time Director resigned from the Directorship w.e.f. 25/05/2016and Mr. Debabrata Das Choudhary was promoted as a Whole-time Director of the Companyw.e.f. 25/05/2016.
The brief resume of the directors seeking appointment/re-appointment in the forthcomingAnnual General Meeting in pursuance of relevant provisions of the Companies Act 2013 andRegulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is annexed to the Annual General Meeting Notice.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND PAYMENT OF REMUNERATION
The Company's Policy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes attributes of independence of Directorsand other related matters provided under Section 178(3) of the Companies Act 2013 arecovered in Clause 3 of the Corporate Governance Report which forms part of this report.Further information about elements of remuneration package of Individual Director isprovided in the extract of the Annual Return as per Section 92(3) of the Companies Act2013 and is annexed as Anexure - D in the prescribed Form MGT9 and forms part of thisreport. It is also available on the website of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors fulfill the criteria of independence specified in Section 149(6) of the Companies Act 2013 and Rules made there-under and meet requirement ofRegulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The Independent Directors of the Company have filed their declarationwith the Company at the beginning of the Financial Year 2017-18 affirming that theycontinue to meet the criteria of Independence as provided in Section 149(7) of theCompanies Act 2013 in respect of their position as "Independent Director of theCompany".
MANAGEMENT DISCUSSION AND ANALYSIS
As per Regulation 34(2)(e) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the statement on Management Discussion and Analysis isannexed hereto and marked as Annexure - "B".
As per Regulation 34(3) read with Schedule V to the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate report on Corporate Governance isannexed as part of this Annual Report and marked as Annexure "C". RequisiteCertificate from the Auditors of the Company namely M/s Das & Prasad regardingcompliance of Corporate Governance as stipulated under Regulation 34(3)(E) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed to thereport of Corporate Governance.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to Section 135 of the Companies Act 2013 read with Rule 8 of the Companies(Corporate Social Responsibility Policy) Rules 2014 a detailed report on CorporateSocial Responsibility (CSR) is given under Corporate Governance which forms part of thisreport. Your Directors are proud to be part of such noble initiative.
MEETINGS OF THE BOARD OF DIRECTORS
Four Board meetings were held during the year 2016-17. The Company has held at leastone Board meeting in every quarter and the maximum time gap between any two meetings wasnot more than one hundred and twenty days thereby complying with applicable statutoryrequirements. Further the detail of the meeting of the Board of Directors held during theyear is stated in Corporate Governance report which forms part of this Report.
Evaluation of performance of all Directors is undertaken annually. The Company hasimplemented a system of evaluating performance of the Board of Directors and of itsCommittees and individual Directors on the basis of a structured questionnaire whichcomprises evaluation criteria taking into consideration various performance relatedaspects.
The Board of Directors has expressed its satisfaction with the evaluation process.
One separate meeting of Independent Directors was held during 2016-17 which reviewedthe performance of the Non - Independent Directors and the Chairman of the Board. It alsoreviewed the performance of the Board as a whole and to assess the quality quantity andtimeliness of flow of information between the company management and the Board and itsmembers that is necessary for the board to effectively and reasonably perform theirduties.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134 (3)( c) of the Companies Act 2013 and basedon the representations received from the management Your Directors state that:
(a) In the preparation of the annual financial statements for the year ended March 312017 the applicable accounting standards have been followed with no material departures;
(b) the Directors have 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 as at March 31 2017 and of the profit ofthe Company for the year ended on that date;
(c) the Directors have 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 have prepared the annual financial statements on a going concernbasis;
(e) the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and operating effectively;and
(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
MATERIAL CHANGES AFFECTING THE COMPANY
There were no material changes and commitments affecting the financial position of theCompany.
There were no significant and material orders passed by any regulators or courts ortribunal impacting the going concern status and company's operations in future.
Your Company has not accepted any deposits during the year under review within themeaning of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposit) Rules 2014 and accordingly no amount was outstanding as on the date of BalanceSheet.
VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES
The Company has established a Vigil Mechanism which includes a Whistle Blower Policyfor its Directors and Employees to provide a framework to facilitate responsible andsecure reporting of concerns of unethical behavior actual or suspected fraud or violationof the Company's Code of Conduct & Ethics. The details of establishment of VigilMechanism / Whistle Blower Policy are posted on the website of the Company.
DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Internal Complaints Committee which has been set up toredress complaints regarding sexual harassment. The following is the summary of sexualharassment complaints received and disposed off during the year:
i) No. of complaints received : Nil
ii) No. of complaints disposed off : Nil
All employees (Permanent Contractual Temporary Trainees) are covered under this Act.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
Details of Loans Guarantees or Investments covered under section 186 of the CompaniesAct 2013 forms part of the Notes to the Financial Statements.
Pursuant to the compliance of Section 139(2) of the Companies Act 2013 M/s. Das &Prasad (FRN 303054E) Chartered Accountants Kolkata the existing Statutory Auditors ofthe Company expressed in writing of their unwillingness to be reappointment at theensuing Annual General Meeting of the Company as they have completed their tenure as theStatutory Auditors of the Company as specified under the aforesaid section.
Your Directors recommend the appointment of M/s. B.Nath & Co. (FRN 307057E)Chartered Accountants Kolkata in the forthcoming Annual General Meeting of your Companyto be held on 18th September 2017 as the Statutory Auditors of the Company for a blockof 5 years to hold office till the conclusion of 33rd Annual General Meeting of theCompany subject to ratification by the shareholders every year as per the provisions ofSection 139 of the Companies Act 2013 read with The Companies (Audit & Auditors)Rules 2014. A written consent from M/s. B.Nath & Co. (FRN 307057E) CharteredAccountants Kolkata has been received along with a certificate that their appointment ifmade shall be in accordance with the conditions prescribed under Section 141 of theCompanies Act 2013 and Regulation 33(1)(d) of the SEBI(Listing Obligations and DisclosureRequirement ) Regulations 2015.
The Auditors' Report does not contain any qualification reservation or adverse remarkon the financial statements for the year ended March 31 2017. The statements made by theAuditors in their Report are self- explanatory and do not call for any further comments.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder the Company has appointed M/s M.K. Sharma & Associates Practicing CompanySecretaries as the Secretarial Auditor of the Company. The Secretarial Audit
Report is annexed as Annexure "E" and forms an integral part of this Report.The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
Pursuant to provisions of Section 148 of the Companies Act 2013 read with Companies(Cost Records and Audit) Rules 2014 the Cost Audit Report issued for 2015-16 by M/s. V.JTalati & Co. Cost Accountants was filed with the MCA Portal. As per therecommendations of the Audit Committee. M/s. V.J. Talati & Co. Cost Accountants werere-appointed as Cost Auditors for issuing Cost Audit Report of the Company for the F.Y.2017-18.
ANNUAL RETURN EXTRACT
Pursuant to sec. 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 the details forming part of extract of theannual return in Form No. MGT - 9 is annexed hereto as Annexure "F".
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
Information pursuant to Section 134(3)(m) of the Companies Act 2013 read with the Rule8 of Companies (Accounts) Rules 2014 is given in Annexure -"A" to this report.
PARTICULARS OF EMPLOYEES
None of the employees are drawing remuneration exceeding Rs.8.50 Lacs per month orRs.102.00 Lacs per year. Hence details required to be furnished in accordance withSection 134 of the Companies Act 2013 read with Companies (Accounts) Rules 2014 are notapplicable.
The information required pursuant to section 197 read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of theEmployees of the Company in detailed is separately attached as Annexure "D" tothis report.
Your Directors acknowledge the significant contribution made by the employees of thecompany at all levels towards its overall success. The Directors also take thisopportunity to place on record their appreciation of all the stakeholders bankers andmembers for their continued support to the Company.
| ||By order of the Board |
| ||Sd/- |
|Place: Kolkata ||Sushil Patwari |
|Date: 24th May 2017 ||Chairman |