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United Textiles Ltd.

BSE: 521188 Sector: Industrials
NSE: N.A. ISIN Code: INE727E01012
BSE LIVE 15:15 | 25 Jul Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 6.17
PREVIOUS CLOSE 5.88
VOLUME 25
52-Week high 8.24
52-Week low 4.85
P/E 19.90
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 6.17
Sell Qty 1075.00
OPEN 6.17
CLOSE 5.88
VOLUME 25
52-Week high 8.24
52-Week low 4.85
P/E 19.90
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 6.17
Sell Qty 1075.00

United Textiles Ltd. (UNITEDTEXTILES) - Director Report

Company director report

To

The Members

UNITED TEXTILES LIMITED

Your directors have pleasure in presenting the '22nd ANNUAL REPORT' togetherwith the Audited Accounts for the year ended 31st March 2015.

FINANCIAL HIGHLIGHTS (Rs. in Lacs)

2014-2015 2013-2014
Revenue from Operation and Other Income 1139 1088
Profit/(Loss) before depreciation Interest & Taxes 72 42
Depreciation & Amortization Expenses 37 20
Finance Cost 24 13
Profit/(Loss) before Taxes 11 9
Provision of Tax/Tax Paid (Incl. Deferred Taxation) 2 2
Profit/(Loss) after Tax 9 7

BUSINESS PERFORMANCE

During the year the company has achieved gross revenue of Rs. 1138.95 Lacs as compareto previous year of Rs.1087.77 Lacs. The company has earned profit before tax of Rs. 11.35Lacs as compared to previous year of Rs. 8.32 Lacs. Keeping in view of the prevailingmarket condition the performance of the company may be considered satisfactory.

DIVIDEND

In order to conserve resources by the Company the Board does not recommend anydividend for the financial year ended 31st March 2015.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2015 was Rs.30000000/-. During theyear under review the company has not issued any shares or any convertible instruments.

MANAGEMENT DISCUSSION & ANALYSIS

The Spinning Yarn Industry is a lifeline in Textile Business of India. The majority ofemployment in India is absorbed by Textile Industry. Keeping in view of its importance theGovt. has constituted a separate Department under Textile Ministry. The Govt. has alsoconstituted a Technology upgradation Fund (TUF) by which concessional Loan / subsidy isgranted by Govt. through its various nodal agencies for upgradation in technology.

The main Raw Material is cotton which is based on Agricultural production of Cotton.The Production is dependent on Monsoon. In Indian climatic condition the monsoon is alwaysan unpredictable factor. Sometimes there is heavy rainfall & sometime the droughtsituation is created which affects the production of Cotton to a great extent creatingheavy fluctuation in raw material prices. However the company have some what managedsituation & earned profit during the year.

CORPORATE SOCIAL RESPONSIBILITY

The company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of section 135 of the Companies Act 2013 are notapplicable.

HUMAN RESOURCES

Our underlying belief is that Human Resource Development today is about nurturing humanresources and leveraging human capital towards the achievement of business goals. TheCompany is committed towards creation of opportunities for its employees that helpattract retain and develop a diverse workforce.

BUSINESS RISK MANAGEMENT

The Company has developed & implemented Risk Management Policy. However Companyhas not come across any element of risk which may threaten the existence of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As required under section 177 (9) of the Companies Act 2013 read with Rule 7 of theCompanies (Meetings of Boards and its Powers) 2014 and Clause 49 of the Listing Agreementthe Company has adopted a policy on vigil mechanism/whistle blower. The policy providesdirect access to the Chairman of the Audit Committee in case any employee should choose toreport or bring up a complaint. The company affirms that no one has been denied access tothe Chairman of the Audit Committee and also that no complaints were received during theyear.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.

DIRECTORS & KMP

Smt.Shalini Aggarwal retire by rotation at the ensuing Annual General Meeting andbeing eligible offer herself for reappointment.

Sh. Sushil Kumar Aggarwal is the Whole Time Director of the Company.

Sh. Arun Kumar Aggarwal was appointed as CFO of the company on 12thFebruary 2015.

All independent directors have given declaration that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and clause 49 oflisting agreement.

BOARD EVALUATION

Pursuant to the provisions of companies Act 2013 and clause 49 of the ListingAgreement the Board has carried out annual performance evaluation of its own performancethe directors individually as well the evaluation of the working of its AuditRemuneration and Share Transfer committee. The manner in which the evaluation has beencarried out has been explained in Corporate Governance Report.

REMUNERATION POLICY

The Board has on the recommendation of the Remuneration committee framed a policy forselection and appointment of Directors Senior Management and their remuneration. TheRemuneration Policy is stated in the Corporate Governance Report.

MEETINGS

During the year Four Board Meetings and one independent directors' meeting was held.The Details of which are given in Corporate Governance Report. The provisions of CompaniesAct 2013 and listing agreement were adhered to while considering the time gap between twomeetings.

AUDIT COMMITTEE

The company is having an audit committee comprising of the following directors:

1. Sh. Anil Kumar Gupta Chairman Non Executive & Independent Director

2. Sh. Ashok Kumar Agarwal Member Non Executive & Independent Director

3. Sh. Arun Kumar Aggarwal Member Executive Director

REMUNERATION COMMITTEE

The company is having a Remuneration Committee comprising of the following directors:

1. Sh. Ashok Kumar Aggarwal Chairman Non Executive & Independent Director

2. Sh. Anil Kumar Gupta Member Non Executive & Independent Director

3. Smt. Shalini Aggarwal Member Non Executive Director

SHARE TRANSFER & SHAREHOLDERS / INVESTORS GRIEVANCES COMMITTEE:

The company is having a Remuneration Committee comprising of the following directors:

1. Sh. Arun Kumar Aggarwal Chairman Executive Director

2. Sh. Anil Kumar Gupta Member Non Executive & Independent Director

3. Smt. Shalini Aggarwal Member Non Executive Director

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a) that in the preparation of the annual financial statements for the year ended March31 2015 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgement and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2015 and of the profit of the Company for the year ended on thatdate;

c) 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;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons or entities which may have a potentialconflict with the interest of the Company at large. All Related Party Transactions areplaced before the Audit Committee as also the Board for approval.

MATERIAL CHANGES

There are no significant material changes during the year which would impact the goingconcern status of the Company and its future operations.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

STATUTORY AUDITORS

M/s. N.C. Aggarwal & Co. Chartered Accountants (Firm Registration No. 003273N)have been appointed as statutory auditors of the company at the last Annual GeneralMeeting held on 30.09.2014 for a period of three years subject to ratification by membersat every consequent Annual General Meeting. Therefore ratification of appointment ofStatutory Auditors is being sought from the members of the Company at the ensuing AGM.They have given their eligibility & consent for the proposed ratification.

SECRETARIAL AUDITORS

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 Ms. Anju Jain (CP No.: 2728 ACS No: 11056) Company Secretaries to undertakethe secretarial audit of the company. The Secretarial Audit Report is annexed herewith as'Annexure 1'.

AUDITORS OBSERVATIONS

The auditor's observations being self explanatory have been duly explained in the notesto the accounts.

FIXED DEPOSITS

The company has not accepted any fixed deposits from the public.

INSURANCE

The Company's properties have been adequately insured.

COMPLIANCE OF GUIDELINES OF SEBI/STOCK EXCHANGE

We have duly complied with all the guidelines issued by SEBI/Stock Exchange.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreements entered into with the stock exchange aseparate section on corporate governance and a certificate obtained from the auditors ofthe company regarding compliance with the conditions of corporate governance are formingpart of this annual report.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as "Annexure2".

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT - 9 is annexedherewith as "Annexure 3".

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has not given any loan or provided any guarantee or made any investmentcovered under section 186 of the Companies Act 2013.

PARTICULARS OF EMPLOYEES

The Company has not appointed any employee(s) in receipt of remuneration exceeding thelimits specified under Rule 5 (2) of Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014.

DISCLOSURE IN TERMS OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company takes all necessary measures to ensure a harassment-free workplace and hasinstituted an Internal Complaints Committee for redressal of complaints and to preventsexual harassment. During the year there were no complaints relating to sexualharassment.

ACKNOWLEDGMENT

Your directors are pleased to place on record their sincere gratitude to the GovernmentAuthorities Financial Institutions Bankers Shareholders Customers Dealers and Vendorsfor their continued and valuable cooperation and support to the Company.

Your directors express their deep appreciation for the devoted and sincere efforts putin by the members of the team at all levels of operations in the Company during the year.The company feels confident of continued co-operation and efforts from them in futurealso.

FOR AND ON BEHALF OF THE BOARD
REGISTERED OFFICE: 7th K.M. Stone Barwala Road Hisar - 125 001
Shalini Aggarwal Arun Kumar Aggarwal
Date 30th May 2015 (Director) (Executive Director)
CIN L17115HR1993PLC032092 DIN - 00248578 DIN - 00248510
Phone Email (01662)276182 Fax: (01662)276182 unitedtextilesltd@gmail.com