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NEPC Textiles Ltd.

BSE: 521192 Sector: Industrials
NSE: NEPCTEX ISIN Code: INE574B01014
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NEPC Textiles Ltd. (NEPCTEX) - Director Report

Company director report

Dear Members

Your Directors are pleased to present to you the 22nd Annual Report of NEPC TEXTILESLIMITED with the audited statement of accounts for the year ended 31.03.2015.

1. Financial Performance

During the year the performance of the company has remained satisfactory. The brieffinancial highlights are as follows.

(Rs in lakhs)
Particulars Year ended 31-03-2015 Year ended 31-03-2014
Gross Income - -
Profit/ (Loss) before Depreciation (5.05) (11.33)
Depreciation - -
Profit / (Loss) after Depreciation (5.05) (11.33)
Provision for taxation - -
Profit / (Loss) after taxation (5.05) (11.33)
Balance Profit / (Loss) Account B/F (591.94) (363.64)
Add/Less: Prior Period Expenses - (216.96)
Add/Less: B/F of balance General Reserve - -
TOTAL (596.99) (591.94)
Appropriations:
General Reserve - -
Capital Work in Progress written off
Balance Profit / (Loss) carried to Balance Sheet (596.99) (591.94)

2. Reserves

Since there is no profit in the Company the directors do not propose to transfer anyamount to reserves during the year.

3. Dividend

The Directors do not recommend any dividend for the year ended 31.03.2015 in-view ofthe accumulated losses incurred by the Company.

4. Deposits

The Company has not accepted or renewed any public deposits during the financial year2014-15.

5. Composition and Number of meetings of Board

The Board presently consists of two executive Directors three independent Directorsand one Woman Director. During the year the Company has appointed two AdditionalDirectors viz.

Mrs. Shivani Devi (DIN 03553773) and Mr. N.C. Agarwal (DIN 07233624) to hold officetill the forthcoming Annual General Meeting. At the forthcoming Annual General MeetingMr. Rakesh Gupta (DIN 01683070) retires by rotation. Mr. Rakesh Gupta does not seekreappointment.

6. Board Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. TheBoard met 4 times during the year the details of which are given in the CorporateGovernance Report that forms part of this Annual Report

7. Declaration by Independent Directors

The Company has received the necessary declaration from each Independent Director inaccordance with Section 149(7) of the Companies Act 2013 that he meets the criteria ofindependence as laid out in sub-section (6) of Section 149 of the Companies Act 2013 andClause 49 of the Listing Agreement.

8. Auditors

Mr. A. Nageswaran Chartered Accountant has been appointed as Statutory Auditor in thecalendar year 2014 to hold office till Company's forthcoming Annual General Meeting. Thesame needs your ratification at the forthcoming Annual General Meeting. The consent andeligibility letter to act as Auditors of the company has been received by the company fromthe said Auditors.

The observations made in Auditors' Report are self explanatory and do not call for anyclarification.

9. Secretarial Audit Report

Section 204 of the Companies Act 2013 inter-alia requires every listed company toannex with its Board's report a Secretarial Audit Report given by a Company Secretary' inpractice in the prescribed form.

The Board of Directors appointed Mr. Deepak Rathi Practicing Company Secretary asSecretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2014-15and their report is annexed to this Board's report.

With reference to the observations in Secretarial Audit Report stating that the companyhas not paid the listing fees and other fees the company is strictly in process ofsettling the dues to the stock exchanges at earliest. The observations relating to womandirector are complied with by appointing Mrs. Shivani Devi as Additional Director of thecompany with effect from date of this report.

The Board has also appointed Mr. Deepak Rathi as Secretarial Auditor to conductSecretarial Audit of the Company for Financial Year 2015-16.

10. Loans guarantees or investments under section 186 of the Companies Act 2013.

The company does not attract the provisions of section 186 during the year.

11. Particulars of Contracts or Arrangements with Related Parties

During the year under review there are no related party transactions. Hence thestatement in prescribed Form AOC-2 is not applicable for the year under review.

12. Vigil Mechanism

The Company has a formal mechanism for all Directors employees and vendors of theCompany to approach the Chairman of the Audit Committee of the Board and make protectivedisclosures about the unethical behaviour actual or suspected fraud or violation of theCode of Conduct.

13. Foreign Exchange Earnings and Outgo Conservation of Energy and TechnologyAbsorption.

There are no Foreign Exchange earnings or outgo during the year.

14. Policy on Corporate Social Responsibility

During the year under review the company does not meet the turnover and net profitcriteria as mentioned under Section 135 relating to Corporate Social Responsibility.

15. Disclosure relating to remuneration of employees

Since the company has not paid any remuneration to Directors the company does notattract the provisions of sub rule 5(2)of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 relating to above said disclosure during the year2014-15.

16. Disclosure relating to employees posted and working in a country outside India notbeing directors or their relatives

The Company presently does not have any employee working in a country outside India.

17. Directors' Responsibility Statement:

Pursuant to section 134(3) (c) and (5) of the Companies Act 2013 with respect toDirectors" Responsibility Statement it is hereby confirmed that:

a) the Company has followed the applicable accounting standards in the preparation ofthe annual accounts for the year ended 31-03-2015 and there is no material deviation fromthe previous year.

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 for the year ended 31st March 2015 andof the profit for the year ended 31st March 2015.

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities and;

d) the Directors have prepared the annual accounts of the company on a going concernbasis.

e) the Directors have devised proper system to ensure compliancewith the provisions ofall applicable laws and that such systems were adequate and operating effectively

18. Extract of Annual Return

Pursuant to the provisions of sub-section (3) of Section 92 of the Companies Act 2013read with Rule 12 of the Companies (Management & Administration) Rules 2014 anextract of the Annual Return of the Company for the year ended 31st March 2015 has beengiven in the prescribed Form MGT-9 as Annexure- B.

19. Disclosure under the Sexual Harassment of Woman at Workplace (PreventionProhibition And Redressal) Act 2013

The Company has put in place an Anti-Sexual Harassment mechanism in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act 2013. The Company has not received any complaint of sexual harassmentduring the year 2014-15.

20. Human Resources

Your Company has successfully aligned human capital with business and organizationalobjectives. The emphasis has been on team work skill development and development ofleadership and functional capabilities of the employees.

21. Statement on Development and Implementation of Risk Management Policy

The company does not have any policy as such on Risk Management. However the companyshall deal with the risk as a challenge and will come upto the expectations of theshareholders and society at large.

22. Subsidiaries Joint Ventures and Associates

The company presently does not have any subsidiary or Joint Venture and Associate.

23. Acknowledgement :

The Directors are thankful to the shareholders Employees Central and State Governmentbodies. Banks Financial Institutions and Customers at large for their continued supportand confidence reposed with the Company.

For and on behalf of Board
Tirupathi Kumar Surendra Kumar Gupta
Managing Director Director
Place Chennai Shivani Devi N.C.Agarwal
Date : 29.07.2015 Additional Director Additional Director

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31ST March 2015

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

To Members

NEPC Textiles Limited

1 have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s NEPC Textiles Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.

Based on my 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 I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31st March 2015 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance- mechanism in place to the extent in the manner and subject to thereporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by NEPC Textiles Limited for the financial year ended on 31st March2015 according to the provisions of:

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

(ii) The Securities Contracts (Regulation) Act 1956 CSCRA') and the rules madethereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) The Regulations and Guidelines prescribed under the Securities and Exchange Boardof India Act 1992CSEBI Act')viz.>

(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;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

(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;

However the Company does not attract the applicability of the Securities and ExchangeBoard of India (Buyback of Securities) Regulations 1998since there is no buy back ofshares in the Company at any time in past;

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards with respect to Board and general meetings of The Instituteof Company Secretaries of India which are not in force as on the date of this report..

(ii) The Listing Agreements entered into by the Company with Stock Exchanges BSE andNSE.

During the period under review the Company has complied with the provisions of theActRules Regulations Guidelines Standards etc. mentioned above except to the extentas mentioned below:

1. The company has not paid the listing fees to the stock exchanges where the shares ofthe company are listed for past two years.

2. The Company has not paid the requisite amount to the Depositories NSDL and CDSL.

I furthe r report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. However during theyear-under the review the company is under non compliance to appoint the Woman Director.The same is sought to be complied with in current financial year.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision are carried through unanimity and the views of dissentingmembers" are considered favourably and effect is given while taking decisions.

I furthe r 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.

I further report that during the audit period the company has not taken any majoractivity such as amalgamation / merger / Collaboration / Buy Back etc. in the Company toreport.

Signature:
Name of Company Secretary in practice : DEEPAK RATHI
Place : Chennai ACS/PCS No. : PCS 5620
Date : 29/07/2015 CPNo. : 3830

This report is to be read with our letter of even date which is annexed as AnnexureA and forms an integral part of this report.

Annexure - A To The Members NEPC Textiles Limited My report of even date is to beread along with this letter.

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

2. I 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 test basis to ensure that correct facts are reflected insecretarial records. I believe that the processes and practices I followed provide areasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Wherever required I 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. My examination was limited tothe verification of procedures on 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.

Signature:
Name of Company Secretary in practice : DEEPAK RATHI
Place : Chennai ACS/PCS No. : PCS 5620
Date : 29/07/2015 C P No. : 3830