Your Directors have pleasure in presenting the Twenty Third Annual Report together withthe Audited Financial Statements of the Company for the financial year ended 31st March2017.
The accounts for the year under review are for a period of 12 months from April 2016 toMarch 2017.
|Highlights of Financial Results for the year are as under: || ||(Rs. in crore) |
|Particulars ||For the year ended |
| ||31.03.2017 ||31.03.2016 |
|Revenue from operations ||1220.41 ||1156.73 |
|EBITDA ||189.92 ||191.14 |
|Less: Finance Costs ||36.17 ||41.17 |
|Less: Depreciation ||86.16 ||66.00 |
|Profit before exceptional items and tax ||70.02 ||88.13 |
|Exceptional Items ||0.00 ||0.00 |
|Profit Before Tax ||70.02 ||88.13 |
|Less: Tax expense ||13.35 ||24.81 |
|Profit After Tax ||56.67 ||63.32 |
During the year under review the Company achieved a new revenue milestone crossingC1200 crore. for the first time. The Company registered a growth of 5.50% over theprevious year. The improved revenue figures were mainly due to commissioning of ourexpansion plans and improved operational efficiencies.
Profit Before Tax (PBT) decreased by ~20% in the current year over the previous yearwhereas Profit After Tax (PAT) decreased by ~10% over the previous year owing to externalfactors beyond management control.
The Company has progressed during the current period ended 31st March 2017 in terms ofrevenue. It has achieved aggregate sales of C1220.41 crore and Profit Before Tax of C70.02crore.
Barring unforeseen circumstances the Directors of your Company expect continued growthin turnover and profitability in future.
A detailed analysis of the financial operations is given in the Management Discussionand Analysis Report which forms part of this Annual Report in terms of the provisions ofRegulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred to as Listing Regulations'). The analysis on the IndustryScenario throws light on the important risks and concerns faced by your Company. Thestrategy of your Company to de-risk against these factors is also outlined in theManagement Discussion and Analysis Report.
TRANSFER TO RESERVES
The Company does not propose to transfer any amount (previous year C1.30 crore)to General Reserve for the year under review.
In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred to as Listing Regulations') and Section 136 of theCompanies Act 2013 read with Rule 10 of the Companies (Accounts) Rules 2014 the AnnualReport containing the financial statements for the financial year 2016-17 along withDirectors Report Management Discussion & Analysis and Corporate Governance Report isbeing sent to all shareholders who have registered their email address(es) for the purposeof receiving documents / communication from the Company in electronic mode. Please notethat you will be entitled to be furnished free of cost the physical copy Annual Reportupon receipt of written request from you as a member of the Company.
During the year Brickwork Ratings India Private Limited assigned credit rating of A+for long term loans and A1 for short term loans.
The ratings continue to factor in Nandan's strong market position in the domestic denimindustry established distribution network and the extensive industry experience of itsPromoters. The ratings further derive comfort from the integrated operations of theCompany and the nearly completed plans for backward integration within the denim valuechain which should help the Company respond to industry pressures and improve itsprofitability over the long term. The rating further notes that the Company's large capexplan towards backward integration will benefit from various government incentive schemesand on stablisation of the operations should result in strengthening of the operationalrisk profile of Nandan Denim.
Your Directors recommend for your approval a dividend @ 16% i.e. C1.60 per equity shareof C10/- each fully paid up for the year ended 31st March 2017 aggregating to C7.69crore. In addition the applicable Corporate Dividend Tax and other taxes if any shallalso be paid thereon at time of actual payment of Dividend.
The Dividend if approved at the Annual General Meeting would be paid to the eligiblemembers within the stipulated time.
Record Date for determining payment of Dividend is Friday 22nd September 2017.
The dividend payout for the year under review is in accordance with the Company'spolicy to build long term shareholder value. It is also linked to long term growthobjectives of the Company to be met by internal accruals.
The Company has formulated a Dividend Distribution Policy' to bring transparencyin the matter of declaration of dividend and protect the interest of investors. The policyhas been attached as Annexure E' to this Report.
SUBSIDIARY AND ASSOCIATE COMPANIES
Nandan Denim Limited did not have any subsidiary or associate company for the yearended 31st March 2017.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the period under review Dr. Yasho Verdhan Verma stepped down as IndependentDirector from the Board with effect from 15th December 2016. During his association withthe Company his contribution to the Board and Nomination & Remuneration Committee hasbeen immensely valuable.
Mr. Ganesh Khawas also resigned from the position of Whole-Time Director of the Companywith effect from 4th July 2016. The Board places on record his guidance and valuablecontribution during their association with the Company.
Mr. Vedprakash Chiripal Non-Executive Director is liable to retire by rotation at theensuing AGM pursuant to the provisions of section 152 of the Companies Act 2013 read withthe Companies (Appointment and Qualification of Directors) Rules 2014 and the Articles ofAssociation of your Company and being eligible has offered himself for re-appointment.Appropriate resolution for their re-appointment is being placed for your approval at theensuing AGM.
Apart from the above Mr. Brijmohan Chiripal was the Managing Director of the Companyfor the period ended 31st March 2017. He resigned from the position of Managing Directorw.e.f 31st May 2017 and Mr. Jyotiprasad Chiripal stepped in as Managing Director witheffect from 1st June 2017.
Brief Particulars of Directors proposed to be appointed / reappointed nature ofexpertise names of Companies in which they hold Directorship Committee Chairmanships /Memberships shareholding etc. are furnished in the explanatory statement to the Noticeof ensuing Annual General Meeting.
Mr. Ashok Bothra was appointed as the Chief Financial Officer w.e.f. 28th May 2016 andMs. Purvee Roy is the Company Secretary of the Company thereby satisfying therequirements of the provisions of sections 2(51) and 203 of the Companies Act 2013 readwith Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014pertaining to Key Managerial Personnel.
Disclosure relating to remuneration of Directors Key Managerial Personnel
The remuneration paid to the Directors is in accordance with the Nomination &Remuneration Policy formulated in accordance with Section 178 of the Companies Act 2013and Regulation 19 of the Listing Regulations [including any statutory modification(s) orre-enactment(s) thereof for the time being in force). The salient features of theNomination & Remuneration Committee have been outlined in the Corporate Governancewhich forms part of this Report.
Declaration of Independence
Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013 read with the Schedules and Rules issued thereunder as well asRegulation 16 of the Listing Regulations [including any statutory modification(s) orre-enactment(s) for the time being in force] so as to qualify themselves to be appointedas Independent Directors.
The Board meets at regular intervals to discuss and decide on the Company's policiesand strategies apart from other Board matters. The calendar depicting the tentative datesof Board and Committee Meetings is circulated in advance to facilitate the Directors toarrange their schedule and to ensure participation in the meetings.
During the financial year 2016-17 four board meetings were held on 28th May 2016;10th August 2016; 14th November 2016 and 9th February 2017 respectively. The gapbetween two Board Meetings did not exceed 120 days.
The details of the meetings of the Board of Directors and its Committees convenedduring the financial year 2016-17 are given in the Corporate Governance Report which formsa part of this Report.
Your Company had five Committees of the Board during 2016-17 namely:
Stakeholders' Relationship Committee
Nomination and Remuneration Committee
Corporate Social Responsibility Committee
Preferential Allotment Committee
Details of all the Committees along with their composition terms of reference andmeetings held during the year are provided in detail in the Corporate GovernanceReport' which forms part of the Annual Report.
EVALUATION OF THE BOARD OF DIRECTORS
Pursuant to applicable provisions of the Companies Act 2013 and the ListingRegulations the Board in consultation with its Nomination & Remuneration Committeehas formulated a framework containing inter-alia the process format attributes andcriteria for performance evaluation of the entire Board of the Company its Committees andIndividual Directors including Independent Directors. The framework is monitoredreviewed and updated by the Board in consultation with the Nomination & RemunerationCommittee based on need and new compliance requirements.
For evaluation of the entire Board and its Committees a structured questionnairecovering various aspects of the functioning of the Board and its Committees such asadequacy of the constitution and composition of the Board and its Committees mattersaddressed in the Board and Committee meetings processes followed at the meeting Board`sfocus regulatory compliances and Corporate Governance etc. is in place. Similarly forevaluation of individual Director's performance the questionnaire covers variousparameters like his/her profile contribution in Board and Committee meetings executionand performance of specific duties obligations regulatory compliances and governanceetc.
The performance of Chairman Executive Directors and Independent Directors areevaluated on certain additional parameters depending upon their roles andresponsibilities. Accordingly the annual performance evaluation of the Board itsCommittees and each Director was carried out for the financial year 2016-17.
The Independent Directors had met separately on 9th February 2017 without the presenceof Non-Independent Directors and the members of management and discussed inter-alia theperformance of Non-Independent Directors and Board as a whole and the performance of theChairman of the Company after taking into consideration the views of Executive and NonExecutive Directors.
Corporate Governance is the application of best Management practices compliance of lawin true letter and spirit and adherence to ethical standards for Effective Management anddistribution of wealth and discharge of social responsibilities for sustainabledevelopment of all stakeholders. Corporate Governance is the system by which businesscorporates are directed and controlled. The Corporate Governance structure specifies thedistribution of rights and responsibilities among different positions in the organisationsuch as the board managers shareholders and spells out the rules and procedures formaking decisions on corporate affairs. By doing this it also provides the structurethrough which the Company objectives are set and the means of attaining those objectivesand monitoring performance. The concept of Corporate Governance hinges on totaltransparency integrity and accountability of the management and the Board of Directors.
The Company is committed to maintaining good standards of Corporate Governance andadhering to the Corporate Governance requirements as set out by Securities and ExchangeBoard of India (SEBI). Several features such as the Whistle Blower Policy Policy onRelated Party Transactions amongst others have been incorporated by the Company. TheReport on Corporate Governance as stipulated under Regulation 27 of the ListingRegulations forms part of the Annual Report. The Certificate from the Auditors of theCompany confirming compliance with the conditions of Corporate Governance as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is alsopublished in this Annual Report.
CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulation 2015 for fairdisclosure of unpublished price sensitive information and prevention of insider trading.
The Insider Trading Policy of the Company lays down guidelines and procedures to befollowed and disclosures to be made while dealing with shares of the Company as well asthe consequences of violation. The policy has been formulated to regulate monitor andensure reporting of deals by employees and to maintain the highest ethical standards ofdealing in Company securities.
Details of the familiarization programme of the Independent
Directors are available on the website of the Company;
Details of policy formulated by the Company with regard to
Related Party Transactions is available on the website of the Company;
The Code of practices and procedures for fair disclosure of unpublished pricesensitive information and code of conduct for prevention of insider trading have also beenuploaded on the Company's website;
The Company has a Whistle Blower Policy for the employees to report genuineconcerns / grievances to provide vigil mechanism for employees and Directors of theCompany.
The provisions of this policy are in line with the provisions of section 177(9)of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015entered into with the stock exchanges. The Policy is uploaded on the Company's website.The Policy provides a framework and process whereby concerns can be raised by itsemployees against any kind of discrimination harassment victimization or any otherunfair practice being adopted by them;
The Company has complied with Secretarial Standards issued by the Institute ofCompany Secretaries of India on Board and General Meetings;
The Company does not have any scheme or provision of money for the purchase ofits shares by employees/ Directors or by trustees for the benefit of employees/ Directors;
The Company has not issued equity shares with differential rights as todividend voting or otherwise.
The paid up Equity Share Capital of the Company as on 31st March 2017 was C48.04 croreas against the paid up Capital of C45.54 crore as on 31st March 2016.
The Company's equity shares are listed on BSE Limited (BSE) and National Stock Exchangeof India Limited (NSE). The shares are actively traded on BSE and NSE and have never beensuspended from trading. In the year under review following shares were allotted andadmitted for trading in BSE & NSE:
25.00 lakh equity shares were allotted to Polus Global Fund a Foreign PortfolioInvestor on conversion of Convertible Warrants into Equity Shares on 14th May 2016. TheConvertible Warrants were issued and allotted to Polus Global Fund on 9th November 2015on receipt of approval from shareholders and regulatory authorities at a conversion priceof C200/- each inclusive of premium of C190/- per share.
The Board of Directors have formulated a Whistle Blower Policy which is in compliancewith the provisions of Section 177(10) of the Companies Act 2013 and Regulation 22 of theListing Regulations.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force) the Directors ofthe Company confirm that:
a. in the preparation of the annual accounts for the financial year ended 31st March2017 the applicable Accounting Standards and Schedule III of the Companies Act 2013have been followed and there are no material departures from the same;
b. the Directors have 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 as at 31st March 2017 and of the profitand loss of the Company for the financial year ended 31st March 2017;
c. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts have been prepared on a going concern' basis;
e. proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and operating effectively;and
f. proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems are adequate and operating effectively.
During the year under review the Company has neither accepted nor renewed any depositsfrom public within the meaning of Section 73 and 74 of the Companies Act 2013 read withCompanies (Acceptance of Deposits) Rules 2014 [including any statutory modification(s) orre-enactment(s) for the time being in force].
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under section 134(3)(M) of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014 has been annexed as Annexure A' to this Report.
ENVIRONMENT AND POLLUTION CONTROL
Nandan Denim Limited strives to maintain good standards of environmental care andensures that increasing level of operations do not adversely impact standards of healthand environment. To combat pollution and strengthen the area ecology considerableemphasis is placed on trees. All manufacturing facilities possess the requiredenvironmental clearance from the respective Pollution Control Boards and do comply withthe relevant statutory provisions.
The Company is well aware of its responsibility towards a better and cleanerenvironment. Our efforts in environment management go well beyond mere compliance withstatutory requirements.
HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT
Your Company attaches significant importance to continuous upgradation of HumanResources for achieving the highest levels of efficiency customer satisfaction andgrowth. As part of the overall HR Strategy training programmes have been organized foremployees at various levels through both internal and external faculties during the yearunder review.
The industrial relations during the year under review continued to be cordial. TheDirectors place on record their sincere appreciation for the services rendered byemployees at all levels.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the Company will be provided uponrequest. In terms of Section 136(1) of the Companies Act 2013 the Report and Accountsare being sent to the Members and others entitled thereto excluding the information onemployees' particulars which is available for inspection by the Members at the RegisteredOffice of the Company during business hours on working days of the Company up to the dateof the ensuing Annual General Meeting. If any Member is interested in obtaining a copythereof such Member may write to the Company Secretary in this regard.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given in Annexure-F'' tothis report.
M/s J.T. Shah & Co. Chartered Accountants have been the Statutory Auditors of theCompany since the financial year 2004-05 and their tenure will expire with the conclusionof this ensuing AGM in accordance with Section 139 and other applicable provisions ifany of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014[including any statutory modification(s) of re-enactment(s) thereof for the time being inforce]. Accordingly M/s Samir M. Shah & Associates Chartered Accountants have beenrecommended by the Audit Committee and by the Board to be appointed as Statutory Auditorsof the Company for a term of five consecutive years to hold office from the conclusion ofthe ensuing 23rd Annual General Meeting until the conclusion of 28th Annual GeneralMeeting of the Company to be held in the calendar year 2022 subject to annualratification by members at every Annual General Meeting on such remuneration as may bedecided by the Audit Committee of the Board. They being eligible have consented andoffered themselves for appointment as Statutory Auditors for conducting audit of accountsfor five consecutive financial years starting from 2017-18.
Pursuant to Section 139 and 141 of the Companies Act 2013 and relevant Rulesprescribed there under the Company has received certificate from the Auditors to theeffect inter-alia that their appointment if made would be within the limits laid downby the Act as per the term provided under the Act and that they are not disqualified forsuch appointment under the provisions of applicable laws and also that the list ofproceedings against them or any of their partners pending with respect to professionalmatter of conduct as disclosed in the certificate is true and correct. The Auditors havealso confirmed that they have subjected themselves to the peer review process of Instituteof Chartered Accountants of India (ICAI) and hold a valid certificate issued by the PeerReview Board of the ICAI.
The Board places on record its appreciation for the contribution of M/s J.T. Shah& Co. Chartered Accountants during their tenure as Statutory Auditors of theCompany.
The Auditors' Report for the financial year ended 31st March 2017 does not contain anyqualification reservation or adverse remark.
The Board of Directors of the Company on the recommendations made by the AuditCommittee at its meeting held on 14th August 2017 has approved the appointment of M/sA.G. Tulsian & Co. Cost Accountants [Firm Registration No. 100629] as the CostAuditor of your Company for the financial year 2017-18 to conduct the audit of the costrecords of your Company. The remuneration of Cost Auditors has been approved by the Boardof Directors on the recommendation of Audit Committee. The requisite resolution forratification of remuneration of Cost Auditors by members of the Company has been set outin the Notice of ensuing Annual General Meeting. The Cost Auditors have certified thattheir appointment is within the limits of Section 141(3)(g) of the Companies Act 2013 andthat they are not disqualified from appointment within the meaning of the said Act.
Your Company has received consent from M/s A.G. Tulsian & Co. Cost Accountants toact as Cost Auditor for conducting audit of cost records for the financial year 2017-18along with a certificate confirming their independence and arm's length relationship.
M/s Geeta Serwani & Associates Company Secretaries were appointed as SecretarialAuditors of the Company for the financial year 2016-17 pursuant to Section 204 of theCompanies Act 2013. The Secretarial Audit Report submitted by them in the prescribed formMR- 3 is attached as "Annexure D" to this Report.
There are no qualifications or observations or adverse remarks or disclaimer of theSecretarial Auditors in the Report issued by them for the financial year 2016-17 whichcall for any explanation from the Board of Directors.
M/s Sandip Sheth & Associates Company Secretaries have been appointed to conductthe Secretarial Audit of the Company for the financial year 2017-18. They have confirmedthat they are eligible for the said appointment.
Auditors' Certificate on Corporate Governance
Asrequired by SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Auditors' Certificate on Corporate Governance is enclosed as part of Board's report.The Auditors' Certificate for fiscal 2017 does not contain any qualification reservationor adverse remark.
Details in respect of frauds reported by Auditors other than those which are reportableto the Central Government
The Statutory Auditor Cost Auditor or Secretarial Auditor of the Company have notreported any frauds to the Audit Committee or to the Board of Directors under Section143(12) of the Companies Act 2013 including rules made thereunder.
DISCLOSURE UNDER SCHEDULE V (F) OF THE SEBI (LODR) REGULATIONS 2015
The Company does not have any Unclaimed Shares issued in physical form pursuant toPublic Issue / Rights Issue.
RELATED PARTY TRANSACTIONS
During the financial year 2016-17 your Company has entered into transactions withRelated Parties as defined under section 2(76) of the Companies Act 2013 read withCompanies (Specification of Definitions Details) Rules 2014 all of which are in theordinary course of business and on arm's length basis and in accordance with theprovisions of the Companies Act 2013 read with the Rules issued thereunder and theListing Regulations.
All transactions with Related Parties were reviewed and approved by the AuditCommittee. Prior omnibus approval was granted by the Audit Committee for Related PartyTransactions.
The details of the related party transactions as per Accounting Standard 18 are set outin Note 38 to the Financial Statements forming part of this report.
Form AOC 2 pursuant to Section 134(3)(Rs.) of the Companies Act 2013 read withRule 8(2) of the Companies (Accounts) Rules 2014 is set out as "Annexure G" tothis report.
Particulars of Loans Guarantees or Investments under Section 186 of the Companies Act2013
Particulars of loans guarantees and investments under Section 186 of the Act as at theend of the Financial Year 2016-17 are provided in the standalone financial statements(refer Note No. 26).
POLICIES OF THE COMPANY
The Company is committed to good corporate governance and has consistently maintainedits organizational culture as a remarkable confluence of high standards of professionalismand building shareholder equity with principles of fairness integrity and ethics. TheBoard of Directors of the Company have from time to time framed and approved variousPolicies as required by the Companies Act 2013 read with the Rules issued thereunder andthe Listing Regulations. These Policies and Codes are reviewed by the Board and areupdated if required.
Some of the key policies adopted by the Company are as follows:
|Sr. No. ||Name of Policy |
|1 ||Dividend Distribution Policy |
|2 ||Policy on determination of Materiality of Events/ Information |
|3 ||Code of Conduct for Board Members and Senior Management Personnel |
|4 ||Policy on Archival of Information |
|5 ||Code of Conduct for Employees |
|6 ||Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information |
|7 ||Code of Conduct to Regulate Monitor and Report Trading by Insiders |
|8 ||Policy on Related Party Transactions |
|9 ||Policy on Materiality of Subsidiaries |
|10 ||Whistle Blower Policy |
|11 ||Corporate Social Responsibility Policy |
|12 ||Nomination and Remuneration Policy |
The above mentioned policies and codes are also available on the website of theCompany.
DETAILS OF INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.
Nandan Denim Limited has adopted accounting policies which are in line with theAccounting Standards prescribed in the Companies (Accounting Standards) Rules 2006 thatcontinue to apply under Section 133 and other applicable provisions if any of theCompanies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014 and relevantprovisions of the Companies Act 1956 to the extent applicable. These are in accordancewith generally accepted accounting principles in India. Changes in policies if any areapproved by the Audit Committee in consultation with the Statutory Auditors.
The Company operates in SAP an ERP system and has many of its accounting recordsstored in an electronic form and backed up periodically. The ERP system is configured toensure that all transactions are integrated seamlessly with the underlying books ofaccount. The Company has automated processes to ensure accurate and timely updation ofvarious master data in the underlying ERP system.
The management periodically reviews the financial performance of your Company againstthe approved plans across various parameters and takes necessary action wherevernecessary.
Your Company has a code of conduct applicable to all its employees along with a WhistleBlower Policy which requires employees to update accounting information accurately and ina timely manner. Any non compliance noticed is to be reported and actioned upon inline with the Whistle Blower Policy.
The Company gets its standalone accounts audited every quarter by its StatutoryAuditors.
The Company has a well-defined risk management framework in place. Further it hasestablished procedures to periodically place before the Board the risk assessment andmanagement measures. As such there are no risks which in the opinion of the Boardthreaten the existence of the Company. However the details of the risks faced by theCompany which may pose challenges and the mitigation thereof are discussed in detail inthe Management Discussion and Analysis Report that forms part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
Consequent to resignation of Dr. Yasho Verdhan Verma and Mr. Brijmohan Chiripalfrom Directorship of the Company the CSR Committee was reconstituted by inducting Mr.Giraj Mohan Sharma and Mr. Jyotiprasad Chiripal as members. As on the date of this reportthe CSR Committee comprises of three members. Mr. Giraj Mohan Sharma IndependentDirector is the Chairman of the Committee. The other members are Mr. Vedprakash ChiripalNon Independent Director and Mr. Jyotiprasad Chiripal Non Independent Director.
The Board of Directors have adopted a CSR policy in line with the provisions of theCompanies Act 2013. The CSR policy inter-alia deals with the objectives of theCompany's CSR initiatives its guiding principles thrust areas responsibilities of theCSR Committee implementation plan and reporting framework. The main focus area of NandanDenim Limited for the year 2016-17 was education.
A brief outline of the CSR Policy of the Company the CSR initiatives undertaken duringthe financial year 2016-17 together with progress thereon and the report on CSR activitiesas required by the Companies (Corporate Social Responsibility Policy) Rules 2014 are setout in "Annexure C" to this Report.
POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE
The Company has in place a Policy on Prevention of Sexual Harassment at Workplace inline with the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 ("Prevention of Sexual Harassment of Women atWorkplace Act") and Rules framed thereunder and an Internal Complaints Committee(ICC) has also been set up to redress complaints received regarding sexual harassment.
Our policy assures discretion and guarantees non-retaliation to complainants. We followa gender-neutral approach in handling complaints of sexual harassment and we are compliantwith the law of the land wherever we operate. Further adequate awareness programmes werealso conducted for the employees of the Company.
During the financial year 2016-17 no cases in the nature of sexual harassment werereported at any workplace of Nandan Denim Limited.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return as on 31st March 2017 inForm MGT 9 in accordance with Section 92(3) of the Companies Act 2013 read withCompanies (Management and Administration) Rules 2014 are set out herewith as"Annexure B" to this Report.
SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant / material orders passed by the regulators or courts ortribunals impacting the going concern status of your Company and its operations in future.
CHANGE IN THE NATURE OF BUSINESS IF ANY
There has been no change in the nature of business of the Company. However updatesregarding new projects undertaken by the Company are as under:
During the year the Company has set up a new manufacturing unit at Vraj IntegratedTextile Park Limited located at Bareja. Commercial production at the said unit commencedon December 2016.
In order to save environment by cutting down the consumption of paper the Ministry ofCorporate Affairs (MCA) has introduced "Green Initiative in CorporateGovernance" by allowing paperless compliance by Companies under the provisions of theCompanies Act. MCA had further announced that the Directors of the Company may participatein a meeting of Board or Committee of Directors under the provisions of the CompaniesAct through electronic mode. Participation of Directors in the Board or its Committeemeetings through video conferencing is an approved way of attending the meetings and suchparticipation is considered for the purposes of quorum authority etc. The Companies arealso mandated to conduct the postal ballot through electronic means. The facility ofelectronic voting was offered to the shareholders during the previous Annual GeneralMeeting. In future if any requirement of passing resolutions through postal ballotNandan Denim Limited will conduct the ballot process in the e-voting mechanism.
NDL has been sending documents like notices convening General Meetings FinancialStatements etc. including Annual Reports in electronic form to the email addresses madeavailable to us by the depositories from time to time. We appreciate the initiative takenby MCA as it helps in prompt receipt of correspondence and also avoids delay or lossescaused through post.
Further as a member you will be entitled to be furnished with a copy of the abovementioned documents as required free of cost upon receipt of a requisition from you anytime. We would appreciate your support on our desire to participate in the greeninitiative.
The Board of Directors wish to convey their gratitude and place on record theirappreciation for all the employees at all levels for their hard work solidarityco-operation and dedication during the year. Further the Board sincerely conveys itsappreciation for its customers shareholders suppliers as well as vendors bankersbusiness associates regulatory and government authorities for their continued support.
| || ||For and on behalf of the Board of Directors |
| ||Vedprakash Chiripal ||Jyotiprasad Chiripal |
|Place: Ahmedabad ||Chairman ||Managing Director |
|Date: 14th August 2017 ||DIN: 00290454 ||DIN: 00155695 |