Dear Members Oxford Industries Ltd.
Your Directors present the 36th Annual Report of your company along withAudited Financial Statements for the year ended 31st March 2017.
1. FINANCIAL HIGHLIGHTS:
| ||2016-17 ||2015-16 |
| ||(Rupees in Lacs) ||(Rupees in Lacs) |
|(i) Profit / (Loss) before Interest Depreciation and Taxation ||71.92 ||(10.21) |
|(ii) Less: Finance Charges ||5.47 ||25.12 |
|(iii) Profit / (Loss) before Depreciation and Tax ||66.45 ||(35.33) |
|(iv) Depreciation ||0.21 ||0.23 |
|(v) Net Profit/ (Loss) before Tax ||66.24 ||(35.56) |
|(vi) Provision for Taxation : || || |
|Current Tax || || |
|Deferred Tax -Net ||(2.64) ||(0.07) |
|(vii) Net Profit/ (Loss) after Tax ||68.88 ||(35.49) |
|(viii) Prior Years Adjustments || ||3.59 |
|(ix) Net Profit / (Loss) ||68.88 ||(39.08) |
|(x) Balance Profit / (Loss) brought forward ||(3520.19) ||(3481.11) |
|(xi) Balance Profit / (Loss) carried forward ||(3451.31) ||(3520.19) |
As already reported Indian Bank (Lead Bank) had auctioned both the facilities of thecompany i.e. weaving unit and process house at Ankleshwar under The Securitisation andReconstruction of Financial Assets and Enforcement of Security Interest Act 2002(SARFAESI Act) in February 2012. Due to this reason there was no income from operations/sales during the year under review also and the net profit was Rs. 68.88 lacs. Interestpayable to banks/institutions has not been provided for the year under review due to thereason that a case in Debt Recovery Tribunal (DRT) Mumbai had been filed by Indian Bank(Lead Bank) in 2011 for recovery of dues of all consortium members which is going on andat judgement stage.
3. DEBT RECOVERY TRIBUNAL (DRT) LEGAL CASE :
The Indian Bank Consortium had filed as application No.24 of 2011 before H'ableDebt Recovery Tribunal No.2 Mumbai for recovery of their dues which is pending forjudgement. The management of the company has tried their best for One Time Settlement(OTS) with the lenders from time to time but the same were not accepted by them. Themanagement will keep trying for OTS with the consortium of lenders in future also if andto the extent possible.
Your directors regret their inability to recommend any dividend for the year.
5. INDUSTRIAL RELATIONS:
The company always believes in cordial relationship with the employees and considersthem as most valuable assets for any organization.
6. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO:
Information as per Section 134(3)(m) of the Companies Act 2013 read with rules 8(3)of the Companies (Accounts) Rules 2014 : The Company has no manufacturing facility and noincome from operations/sales during the year.
There was no Foreign Exchange Earning and Outgo during the year.
7. REMUNERATION TO DIRECTORS / KEY MANAGERIAL PERSONNEL/ EMPLOYEES:
As required under the provisions of Section 197 of the Companies Act 2013 read withrule 5 the companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 noremuneration has been paid to any director/ managerial personnel/ employee of the Companyduring the year and thus disclosure in form Annexure IV is not annexed.
8. FIXED DEPOSITS:
During the year the Company has not invited/accepted any deposits under Chapter V ofthe Companies Act 2013 and there are none outstanding on March 312017.
9. DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES:
The Company has no Subsidiary Joint Venture or Associate Company.
10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS;
The company has not granted any loan or issued any guarantee or made any investment towhich the provisions of Section 186 of Companies Act 2013 apply.
11. RELATED PARTY TRANASACTIONS:
There are no such transactions during the year to which provisions of Section 177 &188 of Companies Act 2013 apply and thus disclosure in Form AOC-2 is not required to beannexed.
Miss Zainab M. Laila (DIN: 06597305) Women Non Executive Director of the companyretires by rotation at ensuing Annual General Meeting and being eligible offers herselffor appointment as Women Non Executive director of the Company in terms of section 149 andother applicable provision of Companies Act 2013. Your Board recommend herRe-appointment.
The details as required under SEBI (Listing obligation & Disclosure Requirement)Regulations 2015 with regard to Directorship and membership of Committee etc. areannexed with the notice.
13. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of section 134(3) of the Companies Act 2013 with respectto Directors' Responsibility statement it is hereby confirmed that:
(i) in preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures from the same except for notproviding of interest on secured loan balances availed from consortium of bankers for theyear under review as a case is going on in Debt Recovery Tribunal (DRT) Mumbai filed byIndian Bank (Lead Bank).
(ii) 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;
(iii) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013and for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; and
(iv) the directors have prepared the annual accounts of the Company on a Going Concernbasis.
(v) the internal financial controls have been laid down by the company and suchcontrols are adequate and operating effectively.
(vi) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems were adequate and operating effectively.
14. STATUTORY AUDITORS :
M/s. SPARK and Associates (Firm Regn No. 005313C) Chartered Accountants Indore isproposed to be appointed as Statutory Auditors of the Company. They being eligible offerthemselves for appointment. The board recommends their appointment. They will hold officefrom the conclusion of this Annual General meeting till the conclusion of next AnnualGeneral Meeting. The company has received certificate from the Auditors to the effect thattheir appointment if made would be within prescribed limits u/s 141 (3) (g) of theCompanies Act 2013 and that they are not disqualified for appointment.
15. AUDITOR'S OBSERVATIONS :
STATUTORY AUDIT : Clarifications / explanations on the observations made by theauditor's in the audit Report are as follows: Indian bank (lead bank) had filed a case indebt recovery tribunal (DRT) Mumbai under application No.24 of 2011 on behalf ofconsortium bankers for recovery of dues hence interest for bankers/institution has notbeen provided for the year. Indian bank had auctioned both the manufacturing facilities ofthe company under SARFAESI Act in February 2012.
Huge losses and deficit in current assets have been due to very low utilization ofproduction facilities during the past which in turn was on account of paucity of workingcapital. The annual accounts of the company have been prepared on a Going Concern basis.
Since the notes to the accounts as referred in the auditors' report are selfexplanatory for all other observations of the auditors no further clarifications arerequired from the management.
SECRETARIAL AUDIT: The Company has not been operational and hence it is difficult tofind a suitable Company Secretary as well as Chief Financial Officer. The CMD has beenacting as Compliance Officer of the Company. Further since the company has not beenoperational therefore Internal Auditor has not been appointed by the Company.
16. COST AUDIT:
During the year the company was not having any manufacturing facilities as both thefacilities of the company i.e. weaving unit and process house at Ankleshwar wereauctioned by Indian Bank (lead Bank) under SARFAESI Act in February 2012 and henceprovisions for Cost Audit are not applicable to the Company for the year under review.
17. SECRETARIAL AUDIT:
In Pursuance OF Section 204 of the Companies Act 2013 Shri Mohd Akram (CP No. 9411) apracticing Company Secretary has submitted the Secretarial Audit Report for the yearended 31st March 2017 and the same is annexed and forms part of the Director'sreport.
18. CORPORATE GOVERNANCE :
The Company has generally complied with the corporate Governance code as stipulatedunder SEBI (Listing obligation & Disclosure Requirement) Regulation 2015. A separatereport on corporate governance along with a certificate from the auditors confirming thecompliance except as otherwise mentioned is annexed and forms part of the Director'sreport.
19. Corporate Social Responsibility (CSR) Committee:
The Board of Directors have constituted a Corporate Social Responsibility (CSR)committee in line with the provisions of Companies Act 2013 comprising of Shri AbdemanafA. Hararwala Independent Director as chairman and Shri Mazher. N. Laila and Shri HunedHarawala as members. The committee did not meet during the year.
20. VIGIL MACHANISM:
In pursuant to the provisions of section 177(9)&(10) of the Companies Act 2013 AVigil Machanism for directors and employees to report genuine concerns has beenestablished.
21. EXTRACT OF ANNUAL RETURN :
The extract of annual return in form MGT-9 is annexed with this report.
22. PERFORMANCE EVALUATION:
The Company has devised a policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors as per SEBI (Listing obligation &Disclosure Requirements) Regulations 2015 & provisions of Companies Act2013. Theevaluation of all the Directors Committees and the Board as a whole was conducted basedon the criteria and framework adopted by the Board.
23. MANAGEMENT DISCUSSIONS AND ANALYSIS;
The Management Discussions And Analysis Report forms part of this report for the yearended 31st march 2017 and annexed thereto.
24. LISTING WITH STOCK EXCHANGE:
The shares of the company are listed on Bombay Stock Exchange (BSE). The annual listingfees for the financial year 2017-18 will be paid to BSE.
25. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
The company has not declared any dividend after the financial year ended 31/3/2000.Hence the company did not have any funds lying unpaid/ unclaimed for a period of Sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation And Protection Fund (IEPF).
26. OTHER MATTERS:
The company has set up a committee to look into the complaints under the SexualHarassment of woman at Workplace (Prevention Prohibition And Redressal ) Act 2013. Nocomplaint relating to sexual harassment at work place has been received during the year.
The company has an internal control system commensurate with its size of prevailingoperations.
There are no changes and commitments affecting the financial position of the companyoccurred between the end of the financial year 2017 to which the financial statementsrelate and the date of the report.
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status of the company.
No shares (including sweat equity shares) have been allotted under any scheme save orESOS.
Your Directors express their gratitude to all stakeholders.
| ||For and on behalf of the Board of Director |
|Place: Mumbai ||Mazher N. Laila |
|Date: 25th July 2017 ||Chairman & Managing Director |