Your Directors are pleased to present the 33rd Annual Report together withthe audited financial statement of the company for the year ended on 31stMarch 2016. The summarized financial results for the year ended 31stMarch 2016 are as under:
|Financial Results: || || |
|Particulars ||2015-16 ||2014-15 |
| ||(Amount in Rs.) ||(Amount in Rs.) |
|Sales & Other Income ||199326461 ||327528167 |
|Gross Profit/(Loss) ||5955432 ||24308243 |
|Less : || || |
|- Depreciation ||7448114 ||7224414 |
|- Finance Charges ||11851090 ||13695088 |
|- Provision For Taxation ||(118543) ||500722 |
|Net Profit/(Loss) ||(13225229) ||2888019 |
|Balance of P&L Account B/F ||13389676 ||10566073 |
|Less: Carrying Value of Fixed Asset ||- ||(64416) |
|Appropriation: || || |
|Transfer to General Reserve ||- ||- |
|Balance of Profit/Loss Carried Forward ||164447 ||13389676 |
During the year under report performance of the company is not upto the mark. Sales ofthe company have decreased to `199326461/- (Previous Year Rs. 327528167/-). GrossProfit of is Rs. 5955432 against Rs. 24308243 from Previous Year Gross Profit. Afterproviding Depreciation Finance Charges the company has incurred Net Loss of Rs.13225229/-. The performance of the year is not good as compared to previous year dueto poor market conditions.
Due to Loss the Directors have not declared dividend during the reporting period.
Change in the Nature of Business:
There has been no change in the nature of the business during the financial year2015-16.
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 2015-16 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 Rule 12(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 2016 is annexed herewith as Annexure I to 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 Six Board Meetings were held on 29.05.2015 12.08.201504.11.2015 25.11.2015 07.12.2015 and 13.02.2016 respectively and one IndependentDirectors meeting was held on 29.05.2015 and Four Audit Committee Meetings wereconvened on 29.05.2015 12.08.2015 04.11.2015 and 13.02.2016 respectively. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 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 ofthe Company 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 Companys 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 beCompanys subsidiaries joint ventures or associate companies therefore Report onthe performance 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. The brief resume of the Director being appointed/re-appointed the nature of her expertise in specific functional areas names of companiesin which she has held Directorships Committee Memberships/ Chairmanships and hershareholding etc. are furnished in the explanatory statement to the notice of the ensuingAGM.
The Directors recommend her 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. Dhawal Jadhav : ||Company Secretary (Resigned w.e.f. 15.10.2015.) |
|Mr. Dharmesh Patel : ||Company Secretary (Appointed w.e.f. 15.10.2015) |
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
Mr. Ishwar Lal Patel (Vacation of office w.e.f. 30.05.2016)
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 sub section (6) and Clause 49 of the Listing agreement.
Directors Responsibility Statement:
In accordance with the provisions of Section 134 (3) (c) read with section 134 (5) ofthe Companies Act 2013 the Board of Directors states:
1) that in the preparation of the annual financial statements for the year ended March31 2016 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 2016 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 theMembers at the Registered Office of the Company during business hours on working days ofthe Company up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard.
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 Companys 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 Companysoperations 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 2015-16.
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 Companys Code of Conduct or Ethics Policy.
Nomination and Remuneration Committee:
The company has constituted Nomination and Remuneration Committee pursuant tosection 178 of the Companies Act 2013 read with rule (6) of the Companies (Meetings ofBoard and its Powers) Rules 2014 being a Listed company The Board has on therecommendation of the Nomination & Remuneration Committee framed a policy forselection and appointment of Directors 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& Redresal) 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 2015-16 the company has not received any complaints onsexual harassment and hence no complaints remain pending as of 31 March 2016.
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 M/s SPANJ & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexedherewith as Annexure -V.
At the Annual General Meeting held on September 30 2014 M/s. KANTILAL PATEL &CO. Chartered Accountants were appointed as statutory auditors of the Company to holdoffice till the conclusion of the Annual General Meeting to be held in the financial year2016-17. In terms of the first proviso to Section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification at every Annual GeneralMeeting. Accordingly the appointment of M/s. KANTILAL PATEL & CO. CharteredAccountants (Firm registration number: 104744W) as Statutory auditors of the company isplaced for ratification by the shareholders.
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 therebystrengthen the controls. Significant Audit observations and corrective actions thereon arepresented before the Board.
The observations of the auditor is explained where ever necessary in appropriate notesto the Accounts and needs no further explanation. However your directors wish to informyou that diminution in the value of investment is of short term nature and therefore noprovision has been made.
Your directors place on record their gratitude to the Central Government StateGovernments and Companys Bankers for the assistance co-operation and encouragementthey extended to the company. Your directors also wish to place on record their sincerethanks and appreciation for the continuing support and unstinting efforts of investorsvendors dealers business associates and employees in ensuring an excellent all aroundoperational performance.
| ||By order of the Board of Directors |
| ||For Sanrhea Technical Textiles Limited |
|Place : Ahmedabad ||Tushar Patel ||Rashmikant Raval |
|Date : 12/08/2016 ||Managing Director ||Director |
| ||[DIN: 00031632] ||[DIN: 00154828] |