TO THE MEMBERS :
Your Directors have pleasure in presenting their 27th Annual Report on the business andoperations of the Company together with the Audited Statement of Accounts for the yearended 31st March 2015.
During the year under review performance of your company is as under :
| ||31st March 2015 ||31st March 2014 |
|Particulars ||(Rs. in Lacs) ||(Rs. in Lacs) |
|Total Income ||13916.58 ||13912.88 |
|Profit/(Loss) before Interest and Depreciation Before prior period adjustment ||1433.81 ||1320.28 |
|Previous year adjustments & Extra Ordinary Items ||290.40 ||53.70 |
|Profit / (Loss) before Interest and Depreciation ||1143.41 ||1266.58 |
|Less : Interest for the year ||5361.19 ||5361.16 |
|Profit / (Loss) before Depreciation ||(4217.78) ||(4094.58) |
|Less: Depreciation ||427.27 ||428.24 |
|Profit /(Loss) before Tax ||(4645.05) ||(4522.82) |
|Less : Provision for taxation || || |
|Profit / (Loss) after Tax for the year ||(4645.05) ||(4522.82) |
|Add: Balance Brought Forward from the Previous year ||(95858.20) ||(91335.38) |
|Profit/(Loss) carried to Balance Sheet ||(100503.25) ||(95858.20) |
STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK :
During the year under review total revenue remained almost at same level to Rs. 139.17crores as against Rs. 139.13 crores in the previous year. There was a cash profit to thetune of Rs 14.34 crores as against Rs. 13.20 crores before interest and Depreciation inthe previous year. Overall performance of the textile industry in India continued to beunder pressure due to increased prices of raw materials and other resources.
BUSINESS OUTLOOK :
Demand for textile products have been on the fall for the higher end products like woolrich products due to global recession and have been the reason for not so encouraging topline. Coupled with this sporadic fiscal instability in certain global markets was a causeof concern. Although the demand for the same has started showing some improving trendsand hence the company is optimistic and continuing its vigorous efforts in domestic aswell as in foreign market.
PROCESS OF RESTRUCTURING :
Under the provisions of Securitisation and Reconstruction of Financial Assets andEnforcement of Security Interest Act 2002 (SARFAESI Act) ARCIL had taken over possessionof the secured assets of the Companys plants and appointed Indoworth India Limitedas the Custodian of such assets. The Companys business continued throughout the yearas usual. However the matter is subjudice in various suits before the Calcutta High Courtand other Forums and necessary adjustments in the financial statements if requiredwould be made upon final adjudication of proceedings. The matter is subjudice and writpetition is pending before the Honble High Court Calcutta.
MATERIAL CHANGE AND COMMITMENTS AFTER THE BALANCE SHEET DATE
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the Financial Statements relate and the date of this report.
In view of huge accumulated losses the Directors regret their inability to recommendany dividend for the Financial Year 2014-15.
The Company has neither invited nor accepted deposits from the public within themeaning of Section 73 of the Companies Act 2013 and the rules made there under.
DIRECTORS RESPONSIBILITY STATEMENT :
In compliance of Section 134 (5) of the Companies Act 2013 your Directors state asfollows :
a) That in the preparation of accounts applicable accounting standards have beenfollowed and there are no material departures ;
b) That appropriate accounting policies have been selected and applied consistentlywith reasonable and prudent judgements and estimates so as to give true and fair view ofthe state of affairs of the Company ;
c) That proper and sufficient care have been taken for the maintenance of adequateaccounting records for safeguarding assets and for preventing fraud and otherirregularities ;
d) That the Annual Accounts have been prepared on a going concern basis ;
e) That internal financial controls had been laid down and are adequate and operatingeffectively ;
f) That proper systems had been devised to ensure compliance with the provision of allapplicable laws and such systems are adequate and operating effectively ;
DIRECTORS AND KEY MANAGERIAL PERSONNEL :
Mr. S. N. Shenwai (DIN : 01716415) retire by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.
Since the last Annual General Meeting Mr. Tara Chand Jain (DIN : 07144151) has beenappointed as Additional Director of the Company w.e.f. 31.03.2015. Appropriate Resolutionseeking your approval for his appointment is appearing in the Notice convening the AnnualGeneral Meeting.
DECLARATION FROM INDEPENDENT DIRECTOR :
The Independent Directors has submitted their Disclosures to the Board that theyfulfill all the requirements as stipulated under section 149 (6) of the Companies Act2013 so as to qualify themselves to be appointed as Independent Directors.
PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186 :
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 forms part of the Financial Statements.
TRANSACTION WITH RELATED PARTY :
Related party transactions that were entered during the financial year were onarms length basis and in the ordinary course of business. There were no materiallysignificant related party transactions which were in conflict of the Company.
AMOUNTS TRANSFERRED TO RESERVES :
In view of huge accumulated losses the Directors regret their inability to recommendany amount to be transferred to reserves for the Financial Year 2014-15.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO :
The details pertaining to conservation of energy technology absorption foreignexchange earnings and outgo are provided as Annexure I which forms part of this report.
RISK MANAGEMENT :
A comprehensive risk management policy for the purpose of management policy in theCompany for periodical review by the Board of Directors is in place. In addition RiskManagement issues are generally discussed in the Audit Committee.
CORPORATE SOCIAL RESPONSIBILITIES :
The provisions of Section 135 of the Act in connection with Corporate SocialResponsibility are not applicable to the Company since the Company falls below thethreshold limits.
BOARD EVALUATION :
The board of directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.
In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and elected Chairman of the each meetingwas evaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.
CORPORATE GOVERNANCE :
As a Listed Company necessary measures are taken to comply with Clause 49 and allother applicable provisions of Listing Agreements with the Stock Exchanges and otherCompany Law requirements. A report on Corporate Governance along with a certificate fromthe Auditors is annexed hereto and forms part of this Report.
NUMBER OF BOARD MEETINGS :
During the Financial Year 2014-15 the Board of Directors of the company met six timesdetails of the meetings has been given in the Corporate Governance Report which formspart of this report.
AUDIT COMMITTEE :
The Details pertaining to composition of Audit Committee are included in the CorporateGovernance Report which forms part of this report.
NOMINATION & REMUNERATION COMMITTEE :
The Details pertaining to composition of Nomination & Remuneration Committee areincluded in the Corporate Governance Report which forms part of this report.
STAKEHOLDERS RELATIONSHIP COMMITTEE :
The Details pertaining to composition of Stakeholders Relationship Committee areincluded in the Corporate Governance Report which forms part of this report.
AUDITORS REPORT :
The observations of the Auditors Report have been dealt with in the Notes toFinancial Statement and being self-explanatory do not call for any furtherclarifications.
M/s S. S. Kothari & Co. Chartered Accountants Auditors of the Company areretiring at the ensuing Annual General Meeting and are eligible for re-appointment.
COST AUDITOR :
Your Company had appointed M/s Sanat Joshi & Associates Cost Accountants as CostAuditors with the approval of the Central Government for audit of cost recordsmaintained by the Company for the financial year 2015-2016.
SECRETARIAL AUDITOR :
In terms of Section 204 of the Companies Act 2013 the Board of Directors at theirmeeting held on 29th May 2015 have appointed M/s K K Sanganeria & AssociatesPracticing Company Secretaries as Secretarial Auditor for conducting Secretarial Auditof the Company for the Financial Year 2015-16. Report of the Secretarial Auditor for thefinancial year ended 31.03.2015 is given as an Annexure II which forms part of thisreport.
BOARDS VIEW :
During the year under Review the Company continued to be under BIFR as a SickIndustrial Undertaking. The matter is subjudice before the Court of Law. As regardsappointment of full time Company Secretary the company is on the lookout for suitablecandidates and the compliance of the requirement shall be met shortly. The Company hasdisputed the repayment of due. The loss and damages caused to the borrower by the lenderis much more than the amount lent. Hence figures of the borrowed amount shown in thebalance sheet after due adjustments with the said loss and damages may result inentitlement to recover substantial amount from the lender. Under these facts andcircumstances the figures of borrowed amount in this balance sheet cannot be consideredas admission if any of the claim of lender(s)
EXTRACT OF ANNUAL RETURN :
As provided under Section 92 (3) of the Companies Act 2013 the extract of AnnualReturn is given in Annexure III in the prescribed form MGT-9 which forms part of thisreport.
POLICY ON PREVENTION OF SEXUAL HARASSMENT
The company is committed to provide a safe and conducive work environment to itsemployee and has formulated "Policy for Prevention of Sexual Harassment". Duringthe financial year ended 31st March 2015 the Company has not received any complaintspertaining to Sexual Harassment.
INDUSTRIAL RELATIONS :
Industrial Relations continued to remain cordial throughout the year. Your Directorswish to place on record their appreciation for dedicated and sincere services rendered bythe executives staff and workmen at all levels.
Your Directors acknowledge with gratitude the co-operation and assistance received fromthe Central and State Government Financial Institutions Banks Shareholders and othersduring the year under review.
| ||On Behalf of the Board || |
|Place: Kolkata ||S. N. Shenwai ||T. C. Jain |
|Date: 29th May 2015 ||Executive Director ||Director |
ANNEXURE - I TO THE DIRECTORS REPORT
Particulars of Energy Conservation Technology Absorption and Foreign Exchange Earnings& Outgo required under the Companies (Accounts) Rules 2014
A. ENERGY CONSERVATION
As the cost per unit of Electricity Furnace Oil & Coal is regularly increasing itis our consistent endeavor to bring saving in energy consumption. Periodic energy auditsare conducted to improve energy performance and in line of that we have taken followingsteps to ensure conservation of the energy :
1) Changing of energy efficient LED Lights in place of Fluorescent Lights.
2) Installation of Inverters in Ring Frame Machinery which ensures energy saving.
3) Modification of compressor pipe line for energy conservation.
B. TECHNOLOGY ABSORPTION
TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION :
|1. Efforts in brief made towards technology absorption adaptation and innovation ||: The Company always keep close contact with IWS CSIR and other Internationals Indian Research Institutes like Inter Wool Lab Silk Board etc. Various technical experts give their view and suggestion for improving technology. Technical Staff of the Company are sent abroad for training in new technology. |
|2. Benefit derived as a result of the above efforts e.g. products improvement cost reduction product development import substitution etc. ||: Benefits derived are :- |
| ||Better capacity utilization in machine with improved quality. |
| ||Improvement in productivity per spindle and reduction in cost. |
| ||By optimizing relative temperature and relative humidity the company has saved considerable amount. By using the latest technology based energy efficient fuses chokes tube light ballasts and power cables etc. the Company has achieved a significant savings on electricity consumption. |
|3. In case of imported technology (Imported during last 5 years reckoned from the beginning of the financial year) following information may be furnished. || |
|a) Technology imported ||: Not Applicable |
|b) Year of Import ||: Not Applicable |
|c) Status of Implementation ||: Not Applicable |
|RESEARCH & DEVELOPMENT (R & D) : || |
|1. Specified areas in which R & D Carried out by the Company ||: Continuous improvement in Quality Standards to match the International Markets. |
| || Due to in house Research and Development Activities following products were developed and launched during the year. |
| ||i) Wool Wool blended with Polyester yarn. |
| ||ii) Siro and Siro lycra yarn in Wool and Polywool. |
| ||iii) Polyester/Viscose & polyster Acrylic yarn. |
| ||iv) Blending of Silk with Wool Nylon and Viscose. |
| ||Continuous technological and market innovation to match the changed requirements of the markets. |
| ||Incorporated dyeing automation for better receipe management & consistency in shades. |
| ||Research & Development lab and pilot plant in Dyeing Department started developing all kinds of shades. |
|2. Benefit derived as a result of the above R & D ||Implemented ISO-9001-2008 new quality management system duly certified by BIS during the year. |
|3. Future plan of action ||Strengthening the research on quality improvement. |
| ||To achieve total quality management cost reduction. |
|4. Expenditure on R & D || |
|a) Capital ||NIL |
|b) Recurring ||Expenses incurred are charged to respective heads and are not allocated separately. |
|FOREIGN EXCHANGE EARNINGS AND OUTGO : || ||(Rs. in Lacs) |
| ||2014-2015 ||2013-2014 |
|a) Foreign Exchange Earnings ||1256.82 ||776.02 |
|b) Foreign Exchange Outgo || || |
|i) CIF Value of Imports || || |
|Raw Material ||11.59 ||1309.98 |
|Capital Goods || || |
|Components & Spare Parts ||169.16 ||207.04 |
|ii) Others ||322.34 ||95.16 |
SECRETARIAL AUDIT REPORT
FORM NO. MR-3
FOR THE FINANCIAL YEAR ENDED MARCH 31 2015
[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
I have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Uniworth Limited (hereinaftercalled the Company). Secretarial Audit was conducted in a manner that provided me areasonable basis for evaluating the corporate conducts/statutory compliances andexpressing my opinion thereon. Based on my verification of Uniworth Limiteds bookspapers minute books forms and returns filed and other records maintained by the Companyand also the information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit I hereby report that in myopinion the Company has during the audit period covering the financial year ended March31 2015 complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance mechanism in place to the extent in themanner and subject to the reporting made hereinafter.
I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on March 31 2015 accordingto the provisions of :
(1) The Companies Act 2013 (the Act) and the rules made there under;
(2) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rulesmade thereunder;
(3) The Depositories Act 1996 and the Regulations and bye-laws framed thereunder;
(4) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment and External Commercial Borrowings;
(5) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act):-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2013;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
c. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
(6) Employees Provident Fund and Miscellaneous Provisions Act 1952
(7) Employees State Insurance Act 1948
(8) Environment Protection Act 1986 and other environmental laws
(9) Factories Act 1948
(10) Hazardous Wastes (Management and Handling) Rules 1989 and Amendment Rule 2003
(11) Indian Contract Act 1872
(12) Income Tax Act 1961 and Indirect Tax Laws
(13) Indian Stamp Act 1999
(14) Industrial Dispute Act 1947
(15) Maternity Benefits Act 1961
(16) Minimum Wages Act 1948
(17) Payment of Bonus Act 1965
(18) Payment of Gratuity Act 1972
(19) Payment of Wages Act 1936 and other applicable labour laws
I have also examined compliance with the applicable clauses of the following :
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with BSE Limited and theCalcutta Stock Exchange Limited.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.
I report that Company has no full time Company Secretary as required by the CompaniesAct 2013.
I further report that during the year under Review the Company continued to be underBIFR as a Sick Industrial Undertaking.
The matter is subjudice before the Court of Law I further report that Redemption ofDebentures is under default.
I further report that this report also refer the Statutory Auditors Report dated 29thMay 2015 specially the basis for their qualified opinion as mentioned therein.
I further report that the Board of Directors of the Company is duly constituted withproper balance of Executive Directors Non Executive Directors and Independent Directors.
The changes in the composition of the Board of Directors that took place during theperiod under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all Directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members views arecaptured and recorded as part of the minutes.
I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
I further report that during the audit period there were no instances of:
(i) Public / Rights / Preferential issue of shares /debentures / sweat equity.
(ii) Redemption / buy-back of securities.
(iii) Major decisions taken by the Members in pursuance to Section 180 of the CompaniesAct 2013.
(iv) Merger / amalgamation / reconstruction etc.
(v) Foreign technical collaborations.
This Report is to be read with our letter which is annexed as Annexure A and Forms anIntegral part of this report.
| ||Kamal Kumar Sanganeria |
| ||K. K. Sanganeria & Associates |
|Place : Kolkata ||FCS No.: 2643 |
|Date : 27.05.2015 ||C.P. No. : 3880 |
|14 Uniworth Limited || |
ANNEXURE - II : SECRETARIAL AUDIT REPORT (Contd.)
(To the Secretarial Audit Report of M/s. Uniworth Limited for the financial year ended31.03.2015)
Green Acres 2 Nazar Ali Lane
Flat- 4A Kolkata 700 019
Our Secretarial Audit Report for the financial year ended 31.03.2015 of even date is tobe read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.
2. We have followed the audit practices and the processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.
4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulation and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedure on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.
| ||Kamal Kumar Sanganeria |
| ||K. K. Sanganeria & Associates |
|Place : Kolkata ||FCS No.: 2643 |
|Date : 27.05.2015 ||C.P. No. : 3880 |