Your Directors are pleased to present the 39th Annual Report on the business andoperations of the Company along with Audited Financial Statements for the year ended 31stMarch 2019.
|FINANCIAL RESULTS || || |
| || ||(Rs. in lakhs) |
|Particulars ||2018-19 ||2017-18 |
|Income from Operations ||74.47 ||120.73 |
|Other Income ||117.32 ||122.24 |
|Profit/ (Loss) before interest & depreciation ||(35.08) ||(1.86) |
|Less Interest ||5.83 ||8.20 |
|Gross Profit/ (Loss) ||(40.91) ||(10.06) |
|Depreciation and amortization expense ||20.54 ||19.12 |
|Profit/ (Loss) Before Tax ||(61.45) ||(29.18) |
|Provision For Taxation (including deferred tax) ||(15.86) ||(7.54) |
|Net Profit/ (Loss) after Tax ||(45.59) ||(21.64) |
During the year under consideration the income from operations of the company isRS.74.47 lakhs against RS.120.73 lakhs in the last Financial Year. Other Income of thecompany is RS.117.32 lakhs in comparison to RS.122.24 lakhs in previous year.
The paid up Equity Share Capital as on March 31 2019 was RS.681.44 lakhs. During theyear under review the Company has not issued/granted any shares stock options or sweatequity shares.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
The Company does not propose to carry any amount to any reserves.
Due to absence of profits your Directors are unable to recommend any dividend for theyear under review.
During the year under review the company has not accepted any deposits within themeaning of section 73 of the Companies Act 2013 and the rules made there under.
NUMBER OF MEETINGS HELD
The details of Board and Committee Meetings are given in the Corporate GovernanceReport.
In compliance with the provisions of Section 152 of the Companies Act 2013 read withArticles of Association of the company Sh. Rajneesh Oswal Chairman & ManagingDirector will retire by rotation at the ensuing Annual General Meeting of the Company andbeing eligible has offered himself for reappointment. The Board recommends hisreappointment.
The first term of appointment of Sh. Surinder Kumar Sekhri Independent Director of theCompany is valid till 12th August 2019. The Nomination & Remuneration Committee inits meeting held on 27th May 2019 has recommended to the Board the re-appointment of Sh.Surinder Kumar Sekhri as an Independent Director for a second term. The Board of Directorsin its meeting held on 27th May 2019 has approved and recommended the re-appointment ofSh. Surinder Kumar Sekhri as an Independent Director for a second term of five yearscommencing from 13th August 2019.
Sh. Rajneesh Oswal was re-appointed as Chairman & Managing Director of the Companyfor a period of five years which is valid till 30th June 2019. The Nomination &Remuneration Committee in its meeting held on 27th May 2019 has recommended to the Boardthe re-appointment of Sh. Rajneesh Oswal as Chairman & Managing Director. The Board ofDirectors in its meeting held on 27th May 2019 has approved and recommended there-appointment of Sh. Rajneesh Oswal as Chairman & Managing Director for a furtherperiod of five years commencing from 1st July 2019.
All Independent Directors have given declarations that they meet the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Pursuant to provisions of the Companies Act 2013 and Listing Regulations the Boardhas carried out an annual performance evaluation of its own performance and theperformance of the individual Directors as well as the evaluation of the working of itscommittees. The manner in which the evaluation was carried out has been explained in theCorporate Governance.
KEY MANAGERIAL PERSONNEL
There was no change in the Key Managerial Personnel during the year under review.
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial PersonnelSenior Management and their Remuneration. The said policy has been uploaded on the websiteof the Company. The Key provisions of Nomination and Remuneration policy are appended asan Annexure I to the Board's report.
The company has duly constituted Audit Committee the scope of which is quitecomprehensive and is in conformity with the provisions of the Companies Act 2013 andListing Regulations. The composition of the Audit Committee is given in CorporateGovernance Report.
All the recommendations of the Audit Committee were accepted by the Board.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has adopted the Whistle blower Policy/Vigil mechanism for directors andemployees to report concerns about unethical behavior actual or suspected fraud orviolation of the Company's Code of Conduct and Ethics. Such mechanism/policy is alsouploaded on the website of the Company.
The Company in its 37th Annual General Meeting had approved the appointment of M/s.Malhotra Manik & Associates Chartered Accountants as statutory auditors of theCompany to hold office till the conclusion oRs. 42nd Annual General Meeting.
The report of the statutory auditors read with notes on accounts is self-explanatoryand do not call for any further comments. The Auditors' Report does not contain anyqualification reservation or adverse remarks.
Cost audit for the financial year 2018-19 was not applicable to the Company hence nocost auditor was appointed for cost audit purposes.
M/s P. S. Bathla & Associates Practising Company Secretaries Ludhiana wereappointed to conduct the secretarial audit of the Company for the financial year 2018-19as required under Section 204 of the Companies Act 2013 and Rules made there under. Thesecretarial audit report for FY 2018-19 is appended as an Annexure II to theBoard's report.
The Secretarial auditors' report for the year under review requires no comments.
The Board has re-appointed M/s P. S. Bathla & Associates Practising CompanySecretaries Ludhiana as secretarial auditor of the Company for the financial year2019-20.
RELATED PARTY TRANSACTIONS
There was no material contract or arrangement or transactions with Related Party asreferred to in sub-section (1) of Section 188 of the Companies Act 2013 during the year.Thus disclosure in form AOC-2 is not required.
The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 therules there under and the Listing Regulations.
This Policy was considered and approved by the Board has been uploaded on the websiteof the Company at http://www.adinathtextiles.com/pdf/Related_Party_Transaction_Policy.pdf
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 (12) read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is appended as an AnnexureIII and forms an integral part of this report.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3) (a) of the Companies Act 2013 an extract of theannual return in the prescribed format is appended as an Annexure IV to the Board'sreport.
The Company maintained healthy cordial and harmonious industrial relations at alllevels.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
The Company has been addressing various risks through well defined risk managementpolicy/procedures which in the opinion of the Board may threaten the existence of theCompany.
INTERNAL FINANCIAL CONTROL SYSTEMS
The Company has laid down adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no material weaknessin their operating effectiveness was observed.
ASSOCIATES AND SUBSIDIARIES
The Company has no Associates & Subsidiaries as on March 31 2019.
As per the provisions of Listing Regulations a separate Report on Corporate Governancepractices followed by the Company together with a Certificate from the Practicing CompanySecretary confirming compliance forms part of this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
As required under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 the particulars relating to conservation of energytechnology absorption and foreign exchange earnings and outgo is appended as an AnnexureV to the Board's Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There were no significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourDirectors confirm that:
(a) in the preparation of the annual accounts for the year ended 31st March 2019 theapplicable accounting standards have been followed and there has been no materialdepartures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss account of the company for that period;
(c) the directors had taken proper and sufficient care 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) the directors had prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
The Company has already complied with provisions relating to the constitution ofInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. There were no complaints/cases reportedwith internal complaints committee formed under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
Your Directors wish to place on record their appreciation for the dedicated work andco-operation extended by all the employees. Your Directors also wish to record theirgratitude to the shareholders Customers and Suppliers for their valuable support.
| ||On Behalf of the Board |
| ||For Adinath Textiles Limited |
| ||Sd/- |
|Place : Ludhiana ||Rajneesh Oswal |
|Date : 27 May 2019 ||Chairman & Managing Director |
| ||(DIN : 00002668) |
NOMINATION AND REMUNERATION POLICY
The Key provisions of the Nomination and Remuneration policy are given below:
The guiding principle is that the remuneration and the other terms of employment shallbe competitive in order to ensure that the Company can attract and retain competentExecutives.
The Nomination and Remuneration policy for executives reflects the remunerationphilosophy and principles of the Adinath Textiles Limited. When determining theremuneration policy and arrangements for Executive Directors/KMP's the Nomination andRemuneration Committee shall consider pay and employment conditions with peers / elsewherein the competitive market to ensure that pay structures are appropriately aligned and thatlevels of remuneration remain appropriate in this context.
The Committee while designing the remuneration package considers the level andcomposition of remuneration to be reasonable and sufficient to attract retain andmotivate the person to ensure the quality required to run the company successfully.
The Nomination and Remuneration Committee while considering a remuneration package mustensure a balanced approach reflecting short and long term performance objectivesappropriate to the working of the company and its goals.
The Committee shall consider that a successful remuneration policy must ensure that anyincrease in the remuneration package is linked to the achievement of corporate performancetargets and a strong alignment of interest with stakeholders.
Nomination and Remuneration policy is guided by a common reward framework and set ofprinciples and objectives as particularly envisaged under section 178 of the Companies Act2013 inter alia principles pertaining to determining qualifications positivesattributes integrity and independence etc.
Remuneration packages are designed to attract high-caliber executives in a competitivemarket and remunerate executives fairly and responsibly. The remuneration shall becompetitive and based on the individual responsibilities and performance.
Remuneration is designed to motivate delivery of our key business strategies create astrong performance-orientated environment and reward achievement of meaningful targetsover the short- and long-term.
Executive remuneration shall be proposed by the Committee and subsequently approved bythe Board of Directors. Executive remuneration is evaluated annually against performanceand a benchmark of other companies which in size and complexity are similar to AdinathTextiles Limited. Benchmark information is obtained from recognized compensation serviceconsultancies/other relevant sources. In determining packages of remuneration theCommittee may consult with the Chairman/ Managing Director as appropriate.
Information on the total remuneration of members of the Company's Board of Directorsand KMPs shall be disclosed in the Company's Annual Report.
The Company may grant any advance salary/loan to employees of the Company atconcessional/NIL interest rates as it deems fit subject to tax laws.
The Board may delegate the appointment and remuneration powers in case of Sr.Management Personnel (except KMPs and Directors) to the Managing Director by way of BoardResolution.
The appointment letters of all Sr. Management Personnel KMPs and Directors shall drawreference to the fact that the appointment and remuneration is in accordance with theNomination and Remuneration Policy of the Company.