Your Directors have pleasure in presenting the Seventeenth Annual Report together withthe Audited Statement of Accounts for the year ended March 31 2016.
|FINANCIAL RESULTS || ||(Rs. in lacs) |
| ||YEAR ENDED 31.03.2016 ||YEAR ENDED 31.03.2015 |
|Profit/(Loss) before Depreciation ||(521.74) ||(840.17) |
|Depreciation ||450.91 ||1112.06 |
|Profit/(Loss) after Depreciation ||(972.65) ||(1952.23) |
|Profit/(Loss) before Tax ||(972.65) ||(1952.23) |
|Tax expenses ||Nil ||Nil |
|Net Profit/(Loss) for the year ||(972.65) ||(1952.23) |
In view of the loss your Directors regret their inability to recommend any Dividendfor the year under review.
REVIEW OF OPERATIONS
The total production of Denim fabric during the year under review was 137.11 millionmeters as compared to 115.52 million meters during the previous year. The Company hasachieved a sales turnover of ` 22080.40 lacs during the year under review as compared to aturnover of ` 16726.54 lacs during the previous year. The segment wise details as requiredby Accounting Standard 17 are given in the notes forming part of the Accounts.
INDUSTRY STRUCTURE AND DEVELOPMENTS
The Indian Denim industry is growing at about 15% per annum. The domestic capacity isabout 1200 million meters and about 30% of the current production is exported. Thefavorable market conditions have led to increase in denim capacity by existingmanufacturers and also the entry of several new players.
The per capita consumption of Denim jeans in India is less than one as compared to Ninein the USA which highlights the tremendous potential for growth for the Denim Industry.The consumption of denim fabric is mostly in the metros and it is expected that the denimconsumption in rural as well as semi urban areas will increase in the next few yearsresulting in a huge demand for quality denim fabrics.
A Report on Corporate Governance along with theAuditorsCertificateregardingCompliance of the conditions of Corporate Governance pursuant to Regulation 34(3) of SEBI(LODR) Regulations 2015 is annexed hereto.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act 2013 the Directors confirm that:
1. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;
2. Appropriate policies have been selected and applied consistently and have madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2016 and the loss of theCompany for the year ended March 31 2016;
3. 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;
4. The annual accounts have been prepared on a going concern basis; and
5. Internal financial controls to be followed by the Company have been laid down andthat such internal financial controls are adequate and were operating effectively;
6. Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and are operating effectively.
The Company has constituted an Audit Committee which presently comprises of thefollowing Directors viz. Mr. Mahendra Lodha Chairman (up to 15/06/2016) Mr. D.N.Singh Mr. H. D. Ramsinghani Mr. R. G. Kulkarni and Mr. N. R. Joshi (Chairman from11/08/2016). The Audit Committee acts in accordance with the terms of reference specifiedfrom time to time by the Board. There were no instances when the recommendations of theAudit Committee were not accepted by the Board during the year under review.
The Stakeholders Relationship Committee which presently consists of Mr. D. N. Singh(Chairman) Mr. H. D. Ramsinghani Mr. S. S. Arora and Mr. N. R. Joshi.
The Risk Management Committee which presently consists of Mr. D. N. Singh (Chairman)Mr. H. D. Ramsinghani and Mr. R. G. Kulkarni. The Board has formulated a Risk ManagementPolicy covering various risks associated with the business of the Company.
The Nomination and Remuneration Committee which presently consists of Mr. MahendraLodha Chairman (up to 15/06/2016) Mr. D. N. Singh Mr. S. S. Arora Mr. R. G. Kulkarni(Chairman from 11/08/2016) and Mr. N. R. Joshi.
The Company has not constituted a Corporate Social Responsibility Committee as fulfillthe Company does not prescribed criteria.
Information as required under the Companies (Disclosure of Particulars in the Report ofthe Board of Directors) Rules 1988 relating to the Conservation of Energy TechnologyAbsorption Foreign Exchange Earning and Outgo is annexed hereto as Annexure A and forms apart of this Report.
No remuneration was paid to the Managing Director during the year under review and noremuneration was paid to non executive Directors other than sitting fees for attendingmeetings of the Board or committees thereof. The Details pertaining to remuneration asrequired under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedhereto as Annexure B and forms a part of the Report. The details pertaining toremuneration as required under Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed hereto as Annexure C and forms a part of theReport.
Details of loans guarantees and investments if any are given under the Notes toFinancial Statements.
All transactions entered in to with Related Parties during the year under review werein the ordinary course of business and at an arms length at prevailing market rates.
There were no material related party transactions with the Promoters Directors or theKey Managerial Personnel or their relatives during the year under review. and materialorders passed by the Regulators/Courts that would impact the going concern Therewerenosignificant status of the Company and its future operations.
The Company has formulated a Whistle Blower Policy under which all personnel haveaccess to the Audit Committee to report genuine concerns or grievances relating to thebusiness activities of the Company in general.
The Company has an adequate system of internal controls that ensures that all assetsare protected against loss from unauthorized use or disposition and all transactions arerecorded and reported in conformity with generally accepted accounting principles.
There were no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 during the year under review.
During the year under review four Board Meetings were held on May 29 2015 August 42015 November 6 2015 and February 12 2016.
Mr. Mahendra Lodha an Independent Director has resigned from the Board of Directorswith effect from June 15 2016 due to his other professional commitments. The Boardplaces on record its sincere appreciation of the valuable contribution made by Mr. Lodhaduring his long association with the Company.
Mrs. N. H. Ramsinghani retires by rotation at the forthcoming Annual General Meetingand is eligible for reappointment.
The Board of Directors at the meeting held on May 30 2016 have appointed Mr. N. R.Joshi as an Additional Director who will hold office of a Director up to the date of theforthcoming Annual General Meeting. The Company has received a notice from a membersignifying the intention to propose the name of Mr. N. R. Joshi as a Director of theCompany. It is therefore proposed that Mr. N. R. Joshi be appointed as an IndependentDirector for a term of five years up to May 302021.
All Independent directors have given declarations that they meet the criteria ofindependence as laid down in Section 149(6) of the Companies Act 2013 and Regulation 16of SEBI (LODR) Regulations 2015.
The Board of Directors have framed a policy in relation to remuneration of directorsKey Managerial Personnel and senior Management and it lays down criteria for selection andappointment of Board Members.
The performance evaluation of the Chairman and the non executive Directors was carriedout by the Independent Directors of the Company in their meeting held on February 122016.
STATUTORY AUDITORS REPORT
The Report submitted by the Statutory Auditors does not contain any Audit qualificationfor the year under review.
M/s. Dayal & Lohia Chartered Accountants (Membership No 102200W) the Auditors ofthe Company retire at the conclusion of the forthcoming Annual General Meeting and beingeligible offer themselves for reappointment. The Company has received certificate from themcertifying that their appointment if made would be within the limits specified underSection 141(3)(g) of the Companies Act 2013.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules madethere under the Company has appointed A. Arora & Co to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is annexed hereto as Annexure D andforms a part of this Report.
The Company has appointed M/s. J. Verma & Associates qualified Cost Auditors forconducting the Audit of cost records for the financial year 2016-17. The Company hasreceived a Certificate from Cost Auditors certifying their independence and armslength relationship with the Company.
The Cost Audit Compliance Report for the financial year ended 31st March 2015 wasfiled on September 14 2015 with Ministry of Corporate Affairs New Delhi. The Cost AuditReport for the financial year ended 31st March 2016 will be filed within the stipulatedtime.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in Form MGT 9 pursuant to the provisions of Section 92of the Companies Act 2013 is annexed hereto as Annexure E and forms a part of thisReport.
The Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the BalanceSheet.
SAFETY ENVIRONMENTAL CONTROL & PROTECTION
The Company has taken all the necessary steps for Safety and Environmental Control andProtection at its plant at Lalru.
The Industrial Relations remained cordial during the year under review.
Your Directors sincerely record their appreciation with gratitude for the continuedsupport and assistance extended to the Company by the Financial Institutions Banks andvarious Government Departments and Agencies.
| ||For and on behalf of the Board |
|Place: Mumbai ||H. D. RAMSINGHANI |
|Date: August 11 2016 ||CHAIRMAN & MANAGING DIRECTOR |
| ||DIN: 00035416 |