The Directors of your Company present their 37th Annual Report & the AuditedStatements of Account of the Company for the financial year ended March 31 2019.
The performance of your Company for the financial year ended March 312019 issummarized below:
| || ||(र/Lakhs |
| ||2018-19 ||2017-18 |
|Turnover & other Income ||93.24 ||56.79 |
|(incl. Exports) ||Nil ||Nil |
|Gross Profit before financial exp. & depreciation ||(48.44) ||(40.37) |
|Less: Financial Expenses ||Nil ||Nil |
|Depreciation ||15.40 ||27.44 |
|Exceptional Items ||(2.89) ||16.25 |
|Net Profit/(Loss) before Tax ||(66.73) ||(84.06) |
|Less : Provision for Taxation ||Nil ||Nil |
|Income Tax adj. for earlier years ||0.23 ||Nil |
|Less: Adj. for deferred tax ||6.72 ||(78.57) |
|Mat credit entitlement ||Nil ||Nil |
|Net Profit /(Loss) after tax ||(73.68) ||(5.49) |
|Add: Amount b/f from last year ||(23.52) ||(18.03) |
|Impact of carrying amount of asset || || |
|Where remaining useful life is Nil ||Nil ||Nil |
|Balance transferred to Balance Sheet ||(97.20) ||(23.52) |
In view of accumulated losses the Directors are not in a position to recommend anydividend for the financial year 2018-19.
The performance of your Company during the financial year under review has beenimpacted substantially due to scale-down of operations to negligible higher input costslow export orders and subdued cotton & textile markets.
Future Business Prospects
The Board of Directors have been exploring and assessing various available businesspropositions for diversification including inter-alia the manufacturing of WovenGarments for better prospects and for augmenting the resources & the profitabilityof the Company. The Directors are hopeful of improved working results in the ensuingperiod.
Technology upgradation modernisation-cum-diversification
The Company has not incurred any expenditure on technology upgradation &modernization of machinery and equipment during the year under report and during thepreceding year.
During the first quarter of the financial year 2019-20 the Company has achievedturnover of र NIL as against र Nil in the corresponding first quarter of the previousyear. Strict monitoring is being done to cut down costs and overheads wherever feasible tomake the product more price competitive.
Your Company continues to have the support of its Bankers Punjab National Bank forthe working capital requirements commensurate with its business activities on need basis.
The Company has neither invited nor accepted any deposits from the Public during theyear under report.
Particulars of Loans Guarantees or Investments
The Company has not given any loans or guarantees covered under the provisions ofSection 186 of the Companies Act 2013.
The details of the investments made by Company are given in the notes to the financialstatements.
Internal Financial Control Systems and their adequacy
The Company has an internal control system commensurate with the size scale andcomplexity of its operations. The scope and authority of the internal audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theinternal audit function reports to the Chairman of the Audit Committee of the Board and tothe Managing Director.
Rajeev Shagun Gupta & Co were appointed as Internal Auditors in terms of Section138 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 monitors andevaluates the efficacy and adequacy of internal control system in the Company itscompliance with operating systems accounting procedures and policies of the Company.Based on the report of internal audit function process owners undertake corrective actionin their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations if any along with corrective actions thereon arepresented to the Audit Committee of the Board.
Directors and Key Managerial Personnel
During the year under review there was no change in the Board of Directors of theCompany.
Mr. Hari Bansal Director retires by rotation at the ensuing Annual General Meetingand is eligible for reappointment. Board of Directors recommends his re-appointment.
The Board of Directors on the recommendation of Remuneration Committee has approved there-appointment of Smt. Kusum Chopra as Independent Director of the Company for a periodof 5 years w.e.f. 31st March 2020 till 30th March 2025 subject to the approval ofShareholders in the ensuing Annual General Meeting.
Declaration by Independent Director
The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149(6) of the Companies Act 2013.
Pursuant to the provisions of the Companies Act 2013 and the requirements of theListing agreement executed under the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 Board has carried out anevaluation of its own performance the directors individually as well as the evaluation ofthe various Committees. The evaluation process focused on various aspects of the Board andCommittees functioning such as composition of the Board and Committees experience andcompetencies performance of specific duties and obligations governance issues etc.Separate exercise was carried out to evaluate the performance of individual Directors onparameters such as attendance contribution and independent judgment. The Directorsexpressed their satisfaction with the evaluation process.
The Board on the recommendation of the Nomination & Remuneration Committee framed apolicy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
A Calendar of Meetings is prepared and circulated in advance to the Directors.
During the year four Board Meetings and four Audit Committee Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.
The Company has in place an Audit Committee in terms of the requirements of theCompanies Act 2013 read with the rules made thereunder and the requirements of theListing agreement executed under the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015. The details relating to thesame are given in Report on Corporate Governance forming part of this Report.
Directors' Responsibility Statement
In terms of Section 134(5) of the Companies Act 2013 the directors would like to statethat:
i) In the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
ii) The directors have selected such accounting policies and have applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for the year under review;
iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting any fraud orother irregularities;
iv) The directors have prepared the annual accounts on a going concern basis;
v) The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
vi) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
Related party transactions
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the Company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withthe Company at large. Accordingly no transactions are being reported in Form AOC-2 interms of Section 134 of the Act read with rules made thereunder.
Amount carried to Reserve
The Company has not transferred any amount to the reserves during the current financialyear.
Material changes and commitments affecting the financial position of the Companybetween the end of the financial year and the date of the report
There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year and the date of this Report.
Changes in Capital Structure
During the year under review there was no change in the Share Capital of the Company.The Company has neither issued any equity shares with differential rights nor the sweatequity shares nor granted any employee stock options nor the Company has created anyprovisions for purchase of its own shares during the year under review.
Code of Conduct
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe Company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings/behaviors of any form.
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity at the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code.
Vigil Mechanism/Whistle Blower Policy
The Company has a vigil mechanism policy to deal with the instance of fraud andmismanagement if any.
In staying true to our values of strength performance and passion and in line with ourvision of being one of the Companies having highest standards of Corporate Governance andstakeholder responsibility. The periodic report for any instance is to be reported beforethe Audit Committee.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for prevention of insider trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading window is closed. The Board is responsible forimplementation of the Code.
All Board members and the designated employees have confirmed compliance with the Code.
Details of significant & material orders passed by the Regulators or Courts orTribunals
During the year under review there were no material and significant orders passed bythe regulators or courts or tribunals impacting the going concern status and the Company'soperations in future.
As required under Section 204(1) of the Companies Act 2013 read with the Companies(Appointment and Remuneration of managerial Personnel) Rules 2015 the Company hadappointed Ms. Purti Singhal Company Secretary in practice of Singhal & Company toundertake the Secretarial Audit of the Company for the financial year 2018-19. TheSecretarial Audit Report for the financial year ended March 312019 is annexed as Annexure-A.
M/s. B.R Gupta & Co. Chartered Accountants were appointed as Statutory Auditors ofthe Company on 29th September 2017 for a period of five consecutive years to hold officefrom the conclusion of 35th Annual General Meeting until conclusion of the 40th AGM to beheld in the Calender year 2022. The Company has received the consent and the requisiteCertificate(s) under the Companies Act 2013 from them.
The ratification of Statutory Auditors of the Company was considered every year inaccordance with Section 139 of the Companies Act 2013. Pursuant to the amendment in theCompanies Act 2013 and rules made thereunder the ratification of statutory auditors ofthe Company is not required anymore and hence the said matter is not considered as thepart of Annual General Meeting of the Company.
Auditor's Report/Secretarial Audit Report
The observation made in the Auditors' Report read together with relevant notes thereonare self-explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.
However observation made in the Secretarial Auditors' Report is regarding therequirement of maintenance of the website and the Company is in the process of maintenanceof the website.
Frauds reported by Auditors under Section 143(12) of the Companies Act 2013
During the year under review no instances of fraud were reported by the statutoryauditors of the Company under Section 143(12) of the Companies Act 2013.
Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure-B.
During the year under review Aum Texfab Pvt. Ltd. continues to be a Subsidiary of theCompany and the contribution of the said Subsidiary Company was insignificant. Theconsolidated financial statements of the Company and its above said subsidiary form partof the Annual Report.
Pursuant to the provisions of Section 129(3) of the Act a statement containing thesalient features of financial statements of the Company's subsidiaries in Form AOC-1 isattached to the financial statements of the Company as Annexure-C.
Consolidated Financial Statements
Your Directors have pleasure in attaching the Consolidated Financial Statementspursuant to Section 129(3) of the Companies Act 2013 and in terms of the ListingAgreement entered with the Stock Exchanges and prepared in accordance with the AccountingStandards prescribed by the Institute of Chartered Accountants of India in this regard.
The Auditors report to the shareholders does not contain any qualification observationor adverse comment.
The Management Discussion & Analysis Report and the Report on Corporate Governancealong with the Certificate from the Auditors of the Company regarding compliance with theconditions of Corporate Governance as stipulated under the requirements of the Listingagreement executed under the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 is given in the Annexure forming part ofthis Report. The Corporate Governance Report for the financial year ended March 312019 isannexed as Annexure-D.
Particulars of Employees
There was no employee who was in receipt of remuneration for the financial year underreport in the aggregate of more than र One Crore Two Lakhs per annum if employedthroughout the year or र Eight Lakhs Fifty Thousand per month if employed for part ofthe financial year within the meaning of Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
The information required pursuant to Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company is annexed to this Report as Annexure-E.
Energy Conservation Technology Absorption and Foreign Exchange Earnings & Outgo
The relevant information & data required to be disclosed in terms of the provisionsof the Companies Act 2013 and the rules made thereunder is given in the Annexure- F andforms part of this Report.
Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013:
During the year under review no complaints were received from any employee and henceno action was required to be taken by the Company in accordance with the provisions of TheSexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act2013 and rules made thereunder and no complaints are outstanding as at 31st March 2019.
Industrial relations continue to be cordial during the year under report. The Directorsappreciate the effort and contribution made by the Workers Staff Members and Executivesat all levels. The Directors would also like to thank the Shareholders BankersCustomers and Suppliers & Vendors for the continuous support given by them to theCompany and their confidence in its management.
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For and on behalf of the Board of Directors of
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Addi Industries Limited
| ||Sd/- ||Sd/- |
|Place : New Delhi ||Chaman Lal Jain ||Hari Bansal |
|Dated : 14.08.2019 ||Managing Director ||Director |
| ||(DIN: 00022903) ||(DIN: 00022923) |