The Members Oswal Yarns Limited
Your Directors present the 33rd Annual Report together with AuditedStatements of Accounts for the financial year ended 31st March 2015.
The summarized financial results of the company during the financial year 2014-15 areas under:
|S.No. ||Particulars ||2014-15 ||2013-14 |
|1. ||Gross Income ||40788715 ||49286264 |
|2. ||Profit/(Loss) Before Interest Depreciation & Tax ||1876668 ||1808084 |
|3. ||Finance Charges ||1502453 ||1409711 |
|4. ||Gross Profit/(Loss) after Interest (2-3) ||374215 ||398373 |
|5. ||Provision for Depreciation ||413216 ||1491365 |
|6. ||Net Profit /(Loss)Before Tax (4-5) ||(39002) ||(1092992) |
|7. ||Provision for Tax ||8562 ||10742 |
|8. ||Net Profit/(Loss) After Tax (6-7) ||(47564) ||(1103734) |
| ||Appropriations || || |
|9. ||Statutory Reserve Fund ||-- ||-- |
|10. ||Proposed Dividend ||-- ||-- |
|11. ||Tax on proposed Dividend ||-- ||-- |
|12. ||General Reserve ||-- ||-- |
|13. ||Surplus carried to Balance Sheet ||-- ||-- |
|14. ||Accumulated Profits ||(1815689) ||(951548) |
Your directors are unable to recommend any dividend due to loss .
Transfer to Reserves
No amount is transferred to any General Reserve Account. Net loss of Rs. 47564/- duringthe financial year 2014-15 stands appropriated/ accumulated the surplus being in thenature of Profit and Loss Appropriation Account.
State of Affairs of the Company
During the year under review your company achieved turnover of Rs. 40788715/- ascompared to Rs. 49286264/- in the previous year. The net loss after tax has been Rs.47564/- during the financial year 2014-15 as compared to Rs. 1103734/- in the previousyear. However company has cash profits of Rs. 365653/- during the financial year 2014-15as compared to Rs. 387631/- in the previous year. The company has at present no capitalexpenditure plan to expand its operations in view of financial constraints and uncertainmarket conditions.
There is no change in the nature of business of the company. The company has notchanged it name.
Corporate Governance Report and Management Discussion & Analysis
Pursuant to the Listing Agreement Management Discussion and Analysis Report theCorporate Governance Report and certifications including Auditors' Certificate regardingcompliance of conditions of corporate governance are attached as Annexure -1 2 and 3respectively and forms integral part of this report.
During the year the Company has neither issued any Shares with or without differentialrights nor issued any Sweat Equity shares. The Company has not purchased its own equityshares. The Paid up Equity Share Capital as on 31st March 2015 stood at Rs.40100000/- comprising of 4010000 Equity Shares of Rs. 10/- each. The shareholdingpattern is given in the Corporate Governance Report forming part of this Report.
The Company has not issued or granted any stock option.
Number of Board Meetings
During the year 2014-15 6(six) meetings of the Board of Directors were convened andheld. The details of such meetings are given in the Corporate Governance Report section ofthis Report.
The Company has not accepted any deposits from the public during the financial year2014-15. There has not been any outstanding or unpaid or unclaimed deposits at the end ofthe financial year 2014-15 in terms of Section 73 of the Companies Act2013 includingrules framed therein.
Directors and Key Managerial Personnel
Mr. Surinder Kumar Garg Director retire by rotation at the forthcoming Annual GeneralMeeting and being eligible offer themselves for reappointment. During the year Mrs.Mamta Jain have been appointed as an Additional Director and notice has been receivedalongwith requisite deposit for her appointment as director of the company in the ensuingannual general meeting of the company. Mr. Bharatt Oswall is reappointed as ExecutiveDirector w.e.f. 31st July 2015.
Declaration by Independent Directors
The independent directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act2013 and Clause 49 ofthe Listing Agreement.
Significant and Other Material Orders Passed by the Regulators or Courts
There are no significant and other material orders passed by the regulators or courtsor tribunals during the financial year 2014-15 which has an impact on the going concernstatus and operations of the company substantially.
Particulars of Loans Guarantee or Investments
The Company has not given any loans guarantee or made investments in terms of Section186 of the Companies Act 2013.
Material Changes and Commitments if any affecting the financial position of thecompany
There are no material changes affecting the financial position of the company whichhave occurred between the end of the financial year 2014-15 of the company to which thefinancial statements relate and the date of the directors report
Particulars of Contracts or Arrangements with Related Parties
The company has not entered into any contract or arrangement or transactions with therelated parties in terms of Section 188(1) of the Companies Act2013 during the year underreview. Form AOC-2 is enclosed as Annexure- 4
Extract of Annual Return
As required pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 is enclosed as Annexure -5 and forms part of this Report.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 directors of your company herebystate and confirm :
(a) that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures if any ;
(b) the Directors had 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 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 safeguarding theassets 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;
(e) the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and
(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.
Selection & Remuneration Policy
The Board of Directors of your company on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of directors keymanagerial personnel senior management employees and their remuneration. The said policyis stated in the Corporate Governance Report as Annexure-2 and it forms part of thisDirectors Report.
M/s Subash Vipan & Co. Chartered Accountants Ludhiana were appointed as StatutoryAuditors of the company at 32nd Annual General Meeting of the company so as tohold office as such till the conclusion of 37th Annual General Meeting oftheCompany subject to ratification of appointment at every Annual General Meeting. They haveconfirmed their eligibility to the effect that their reappointment if made would bewithin the prescribed limits under the Companies Act 2013 and they are not disqualifiedfor reappointment. They offer themselves for reappointment.
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.
Secretarial Audit Report
The Board has appointed Mr. Vikas Rai Berry Practicing Company Secretary asSecretarial Auditors of the Company for the financial year 2014-15. The Secretarial AuditReport for the financial year ended 31st March2015 is enclosed Annexure-6 tothis report. The Secretarial Audit Report is selfexplanatory and do not call for anyfurther comments.
Conservation of Energy Technology Absorption and Foreign Exchange Earning and Outgo
The information on conservation of energy technology absorption and foreign exchangeearning and outgo is annexed herewith as Annexure- 7 and forms part of this Report.
The Company has put in place Risk Management Policy to identify assess monitor andmitigate various risks including those posing threat to the existence of the company andotherwise associated with the business of the company. Major risks identified aresystematically discussed at the meeting of the Audit Committee and Board of Directors ofthe company. The contents of Risk Management Policy have been included in ManagementDiscussion and Analysis Report enclosed as Annexure-1 and forming part of this Report.
Corporate Social Responsibility (CSR)
The stipulation of formation of Corporate Social Responsibility Committee is notapplicable to your company in terms of Section 135 of the Companies Act2013.
Formal Annual Evaluation
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsvarious committees viz. Audit Nomination & Remuneration and StakeholdersRelationships Committee. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report enclosed as Annexure-2 of this Report.
Industrial relations remained cordial throughout the year under review.
Internal Control Systems and Audit
Your company has adequate internal control system commensurate with the size and natureof the business. The company has engaged Berry & Associates as its externalindependent agency to conduct internal audit of affairs of the company. The scope of theirwork includes review of processes for safeguarding the assets of the Company review ofoperational efficiency effectiveness of systems and processes and assessing the internalcontrol strengths in all areas. Internal Auditors findings are discussed and suitablecorrective actions taken as per the directions of Audit Committee on an ongoing basis.
The company has audit committee constituted by the Board of Directors in terms ofSection 177 of the Companies Act 2013 read with Clause 49 of the Listing Agreement. Itcomprises of Sh. D.B.S.Gill as Chairman with Sh. Surinder Kumar Garg and Sh. Kulwant RaiDhawan as members. All the recommendations of the audit committee were accepted by theBoard of Directors. The details of composition scope of work & meetings ofaudit committee during the year under review are given in the Corporate Governance Reportenclosed as Annexure-2 of this Report.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee constituted by the Board of Directors interms of Section 178 of the Companies Act2013 and Clause 49 of the Listing Agreementconsist of Sh. Kulwant Rai Dhawan as Chairman with Sh. Surinder Kumar Garg and Sh. D.B.S.Gill as members. It identifies persons who are qualified to become directors and who maybe appointed in senior management in accordance with the criteria laid down makerecommendation to the Board for the appointment and removal of directors key managerialpersonnel senior management employees and their remuneration. It shall carry outevaluation of every directors performance. The details of composition scope of work andmeetings of Nomination & Remuneration Committee are given in the Corporate GovernanceReport section of this Report.
Stakeholders Relationship Committee
The company has stakeholders relationship committee constituted by the Board ofDirectors in terms of Section 178 of the Companies Act2013 read with Clause 49 of theListing Agreement. It comprises of Sh. Tej Paul Oswal as Chairman with Sh. Surinder KumarGarg and Sh. Kulwant Rai Dhawan as members. It inter-alia considers and resolves thegrievances of the shareholders and investors .The details of composition scope of work& meetings of stakeholders relationship committee during the year under review aregiven in the Corporate Governance Report enclosed as Annexure-2 of this Report.
Vigil Mechanism/Whistle Blower Policy
The company has a vigil mechanism named whistle blower policy to deal with instances ofgenuine concerns fraud and mismanagement if any. The details of the vigil mechanism/whistle blower policy is explained in the Corporate Governance section of this report andhas been uploaded on the website of the Company .
Subsidiaries/Joint Ventures and Associates
The company does not have any subsidiary/joint venture and associate company/concern.
Particulars of Employees
Information pertaining to employees in terms of Section 197 read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 of theCompanies Act2013
Policy for Prevention of Sexual Harassment of Women at Work Place
Company has adopted a policy for prevention prohibition and redressal of sexualharassment of women at workplace in line with the provisions of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder.
During the financial year 2014-15 Company has not received any complaint on sexualharassment.
Your directors state that no amount is required to be transferred to Investor Educationand Protection Fund. Further no fraud was reported to the Audit Committee /Board ofDirectors during 2014-15.
Securities and Exchange Board of India issued /granted exit orders to non-operationalstock exchanges which includes the stock exchanges at New Delhi Cochin Ahmadabad andLudhiana where tne equity shares of your company stood listed. Consequently the equityshares of your company stand listed at BSE(Bombay Stock Exchange) to whom the listing feestands paid upto 2013-14.
The proposal for the voluntary delistment of the equity shares of the company is underthe initial consideration of the Board and no final decision has yet been taken.
Your company expresses gratitude to the lenders creditors shareholders governmentdepartment customers and business constituents for their cooperation and support.
| || ||By order of the Board of Directors |
| || ||For Oswal Yarns Ltd. |
| ||Sd/- ||Sd/- |
| ||Bharatt Oswall ||Tej Paul Oswal |
|Dated : 31.08.2015 ||Director ||Managing Director |
| ||Din: 00469332 ||DIN: 00781144 |