Your Directors are pleased to present the 34th Annual Report together withthe audited financial statement of the company for the year ended on 31stMarch 2017. The summarized financial results for the year ended 31st March2017 are as under:
|Particulars ||2016-17 ||2015-16 |
| ||(Amount in Rs.) ||(Amount in Rs.) |
|Gross Sales ||296517165 ||222496383 |
|Gross Profit ||27229585 ||5955432 |
|Less: || || |
|Depreciation ||7328596 ||7448114 |
|Finance Charges ||12364126 ||11851090 |
|Provision For Taxation ||786009 ||(118543) |
|Net Profit/(Loss) ||6750854 ||(13225229) |
|Balance of P&L Account B/F ||164447 ||13389676 |
|Employees Benefits written Back ||- ||- |
|Less: Carrying Value of Fixed Asset ||- ||- |
|Appropriation: || || |
|Transfer to General Reserve ||- ||- |
|Balance of Profit/Loss Carried Forward ||6915301 ||164447 |
During the year under report performance of the company is upto the mark. Sales of theCompany is Rs. 296517165/- as compare to Rs. 222496383/- in the previous year. GrossProfit of the Company is Rs. 27229585/- as compare to Rs. 5955432/- for the previousyear. After providing Depreciation Finance Charges and Taxation the company has incurredNet Profit of Rs. 6750854/-. The performance of the year is good as compared to previousyear.
In order to maintain reserve the Directors have not declared dividend during thereporting period.
Change in the Nature of Business:
There has been no change in the nature of the business during the financial year2016-17.
Transfer to Reserves:
The company has not transferred any amount to General Reserve.
The Company has not accepted any Deposits from the public and it is therefore notrequired to comply with the requirement under the Companies (Accounts) Rules 2014.
Change in Share Capital:
During the financial year 2016-17 there has been no change in the share capital of thecompany.
Disclosure regarding Issue of Equity Shares with Different Rights:
The company has not issued any equity shares with differential voting rights during theFinancial year and it is therefore not required to make disclosures specified in Rule 4(4)of Companies (Share Capital and Debenture) Rules 2014.
Disclosure regarding issue of Sweat Equity Shares:
The company has not issued any Sweat Equity Shares during the financial year and it istherefore not required to make disclosures specified in Rule 8(13) of Companies (ShareCapital and Debenture) Rules 2014.
Disclosure regarding issue of Employee Stock Option:
The company has not issued any shares under Employee Stock Option Scheme during thefinancial year and it is therefore not required to make disclosures specified in Rule12(9) of Companies (Share Capital and Debenture) Rules 2014.
Extract of Annual Return:
The Extract of Annual Return in Form No. MGT - 9 pursuant to section 92(3) of theCompanies Act 2013 and rule 12(1) of the Companies (Management and Administration) Rules2014 as on the financial year ended on March 31 2017 is annexed herewith as Annexure - Ito this report.
Number of Meetings of the Board of Directors and Audit Committee:
A calendar of Meetings was prepared and circulated in advance to the Directors.
During the year under review Four Board Meetings were held on 30.05.2016 12.08.201614.11.2016 and 14.02.2017 respectively and one Independent Directors' meeting was held on30.05.2016 and Four Audit Committee Meetings were convened on 30.05.2016 12.08.201614.11.2016 and 14.02.2017 respectively. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013.
Particulars of Loan Guarantees and Investment:
During the reporting period your Company has not make any loans guarantees orinvestments under section 186 of the Companies Act 2013 and rules thereof.
Particulars of Contracts or Arrangements with Related Parties:
With reference to Section 134(3)(h) of the Companies Act 2013 all contracts andarrangements with related parties under Section 188(1) of the Act entered by the Companytime to time.
During the year the Company has not entered into any contract or arrangement withrelated parties which could be considered 'material' according to the policy of theCompany on Materiality of Related Party Transactions.
Your attention is drawn to the Related Party disclosures set out in Note no. 26.3 ofthe Notes forming part of the Account. Further Form AOC 2 is not forming part of theReport as the there is no transactions during the reporting year.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo:
Particulars relating to conservation of Energy Technology Absorption Foreign exchangeearnings and outgo are given separately in the Annexure hereto and form part of thisreport as Annexure - II.
Management Discussion and Analysis Report:
Management Discussion and Analysis Report is set out in a separate section included inthis Annual Report as Annexure - III.
Material changes and commitments affecting the financial position of the company:
There are no material changes and commitments affecting financial position of thecompany which have occurred between the end of financial year and date of report.
Subsidiaries Joint Ventures and Associate Companies:
During the year under review Company does not have any subsidiary company and none ofthe companies has become or ceased to be Company's subsidiaries joint ventures orassociate companies.
Report on the performance and financial position of each of the subsidiariesassociates and joint venture companies:
During the year under review none of the companies have become or ceased to beCompany's subsidiaries joint ventures or associate companies therefore Report on theperformance and financial position of each of the subsidiaries associates and jointventure companies is not require to be given.
Pursuant to Sections 149 152 and other applicable provisions if any of the CompaniesAct 2013 one-third of such of the Directors as are liable to retire by rotation shallretire every year and if eligible offer themselves for re-appointment at every AGM.Consequently Smt. Tejal Patel (DIN: 01130165) Director will retire by rotation at theensuing AGM and being eligible offer herself for re-appointment in accordance with theprovisions of the Companies Act 2013.
Further the tenure of Shri Tushar Patel as a Managing Director (DIN: 00031632) of theCompany will expire on July 31 2017. Considering his rich and varied experience in theindustry and his involvement in the operations of the Company over a long period of timeas recommended by the Nomination and Remuneration Committee the Board re-appointed him asthe Managing Director for a period of three years w.e.f. August 1 2017 subject to theapproval of Shareholders of the Company at the ensuing AGM.
The brief resume of the Directors being re-appointed the nature of their expertise inspecific functional areas names of companies in which they hold Directorships CommitteeMemberships/ Chairmanships and their shareholding etc. are furnished in the explanatorystatement to the notice of the ensuing AGM.
The Directors recommend their re-appointment at the ensuing AGM.
Key Managerial Personnel:
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows:
|Mr. Tushar Patel ||: Managing Director |
|Mrs. Tejal Patel ||: Director |
|Mr. Jasubhai Patel ||: CFO |
|Mr. Dharmesh Patel ||: Company Secretary |
Declaration by Independent Director:
As per the requirements of the Companies Act 2013 the company being a listed companyrequire to appoint independent Directors being a listed company. Therefore requirement forobtaining Declaration by the Independent Directors pursuant to section 149 (6) CompaniesAct 2013 is applicable to the company.
List of the Independent directors:
Mr. Rashmikant Babulal Raval Mr. Vimal Ramniklal Ambani Mr. Miten Ashwin Mehta Mr.Ravishankar Gopal
The Independent Directors have submitted the declaration of Independence as requiredpursuant to Section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in SEBI .
Directors' Responsibility Statement:
In accordance with the provisions of Section 134(3)(c) read with section 134(5) of theCompanies Act 2013 the Board of Directors states:
1) that in the preparation of the annual financial statements for the year ended March31 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
2) that such accounting policies have been selected and applied consistently andjudgement and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at March 31 2017 and of theprofit of the Company for the year ended on that date.
3) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
4) that the annual financial statements have been prepared on a going concern basis;
5) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
6) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
Particulars of Employees:
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the Membersat the Registered Office of the Company during business hours on working days of theCompany up to the date of the ensuing Annual General Meeting. If any Member is interestedin obtaining a copy thereof such Member may write to the Company Secretary in thisregard.
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is attached herewith as Annexure - IV.
Details Of Significant And Material Orders Passed By The Regulators Or Courts OrTribunals Impacting The Going Concern Status And Company's Operations In Future:
The Company has not received any significant and material orders passed by theRegulators or Courts or Tribunals impacting the going concern status and Company'soperations in Future.
The Company has taken adequate insurance to cover the risks to its people plants andmachineries buildings and other assets and third parties.
Risk Management Policy:
The company has taken sufficient insurance for the properties against risks of firestrike riot and earthquake. All the Assets of the company including InventoriesBuildings Machinery is adequately insured.
The Company has laid down a Risk Management Policy and identified threat of such eventswhich if occurs will adversely affect either / or value to shareholders ability ofcompany to achieve objectives ability to implement business strategies the manner inwhich the company operates and reputation as "Risks". Further such Risks arecategorized in to Strategic Risks Operating Risks & Regulatory Risks. A detailedexercise is carried out to identify evaluate manage and monitoring all the three typesof risks. Audit Committee has been constituted to oversee the risk management process inthe Company required under Section 134(3)(n) of the Companies Act 2013.
Corporate Social Responsibility:
Under Section 135 of the Companies Act 2013 the provision of Corporate SocialResponsibility is not applicable to the company for the financial year 2016-17.
The Company has constituted the audit committee as per requirement of section 177 ofthe Companies Act 2013 read with rule (6) of the Companies (Meetings of Board and itsPowers) Rules 2014 and Regulation 18 of the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 being a Listed company.
The Company has established vigil mechanism and framed whistle blower policy forDirectors and employees to report concerns about unethical behaviour actual or suspectedfraud or violation of Company's Code of Conduct or Ethics Policy.
Nomination and Remuneration Committee:
The company has constituted Nomination and Remuneration Committee pursuant to section178 of the Companies Act 2013 read with rule (6) of the Companies (Meetings of Board andits Powers) Rules 2014 being a Listed company The Board has on the recommendation of theNomination & Remuneration Committee framed a policy for selection and appointment ofDirectors Senior Management and their remuneration.
Pursuant to Section 134(3)(p) of the Companies Act 2013 read with rule 8(4) of theCompanies (Accounts) Rules 2014 the Board in consultation with its Nomination &Remuneration Committee has formulated a framework containing inter-alia the criteriafor performance evaluation of the entire Board of the Company its Committees andIndividual Directors including Independent Directors..
Provision relating to Corporate Governance is not applicable to the company vide SEBICircular No. CIR/ CFD/POLICY CELL/7/2014 dated 15th September 2014 and as per SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015 therefore CorporateGovernance report is not forming part of the Annual Report.
Disclosures under Sexual Harassment of Women at workplace (Prevention Prohibition& Redressal) Act 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy against sexual harassment in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder.
During the financial year 2016-17 the company has not received any complaints onsexual harassment and hence no complaints remain pending as of 31 March 2017.
Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed PCS Jitendra Leeya a firm of Company Secretaries in Practice to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is annexed herewith asAnnexure -V.
Under Section 139 of the Indian Companies Act 2013 and the Rules made thereunder itis mandatory to rotate the statutory auditors on completion of the maximum term permittedunder the said section. The audit committee of the Company has proposed and on July 312017 the Board has recommended the appointment of M/s. Arpit Patel & AssociatesChartered Accountants (Firm registration number 144032W) as the statutory auditors of theCompany. M/s. Arpit Patel & Associates will hold office for a period of fiveconsecutive years from the conclusion of the 34th Annual General Meeting of the Companytill the conclusion of the 39th Annual General Meeting to be held in 2022. The first yearof audit will be of the financial statements for the year ending March 31 2018 whichwill include the audit of the quarterly financial statements for the year.
Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Amendment Rules 2014 is not applicable to the company for the yearunder review.
Internal Financial Control System:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit (IA) functionis defined in the Internal Audit Charter. To maintain its objectivity and independencethe Internal Auditor places Internal Audit reports before the Board of Directors.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of InternalAuditor process owners undertake corrective action in their
respective areas and thereby strengthen the controls. Significant Audit observationsand corrective actions thereon are presented before the Board.
The Auditors' Report for the financial year 2016-17 does not contain any qualificationreservation or adverse remark. The Auditors' Report is enclosed with the financialstatements in this Annual Report.
Your directors place on record their gratitude to the Central Government StateGovernments and Company's Bankers for the assistance co-operation and encouragement theyextended to the company. Your directors also wish to place on record their sincere thanksand appreciation for the continuing support and unstinting efforts of investors vendorsdealers business associates and employees in ensuring an excellent all around operationalperformance.
| ||By order of the Board of Directors |
| ||For Sanrhea Technical Textiles Limited |
| ||Tushar Patel ||Rashmikant Raval |
|Place : Ahmedabad ||Managing Director ||Director |
|Date : 31/07/2017 ||[DIN: 00031632] ||[DIN: 00154828] |