Ladies and Gentlemen
Your directors take pleasure in submitting to you their Twenty Fourth Annual Reporttogether with the Audited Balance Sheet of the Company as at 31st March 2017and the Profit & Loss Account for the Year ended on that date.
WORKING RESULTS :
The working results of the Company for the Year under review are summarized andfurnished below: -
| ||31.03.2017 ||31.03.2016 |
|Revenue from Operations ||76.37 ||150.15 |
|Other Income ||0.86 ||0.59 |
|Total Revenue from Operations ||77.23 ||150.74 |
|Gross Profit/(loss)before interest and Depreciation ||(7.78) ||(19.52) |
|Less : Interest ||46.22 ||43.14 |
|Profit before Depreciation ||(54.00) ||(62.66) |
|Less: Depreciation ||4.14 ||4.53 |
|Net Profit/ loss for the Year ||(58.14) ||(67.19) |
|Opening balance - Loss' brought forward ||(1701.24) ||(1634.05) |
|Closing Balance of Reserves A/c. ||(1759.38) ||(1701.24) |
REVIEW OF OPERATIONS :
During the year under review the overall sales and other income of the Company wasRs.76.37 lakhs as against Rs.150.15 Lakhs in the last year. Gross Profit / (loss) beforeinterest and depreciation amounted to Rs (7.78) lakhs (Previous Year Rs.(19.52) lakhs).The Net loss came to Rs.58.14 lakhs (Previous Year Rs.(67.19) lakhs).
The loss during the year mainly due to heavy competition in the textile industry. Nowthe textiles industries are slightly recovering and power position becoming stable theremay be slight improvement in the performance of the company in the current year.
The management is making all the possible efforts to bring better results in thefuture.
Due to loss of the company the company unable to declare dividend.
TRANSFER TO RESERVE:
The company has transferred a loss of Rs 58.15 Lakhs to reserve account. The reserve ason 31.03.2017 is [Rs. 1759.39 Lakhs].
The Board of Directors is duly constituted. None of the directors are disqualifiedunder Section 164(2) of the Act.
Mr Vilayatiram Gupta [DIN 01303628] retires by rotation at the ensuing AnnualGeneral Meeting and is eligible for reappointment.
All Independent Directors have given a declaration that they meet the criteria ofindependence as laid down under section 149 (6) of the Companies Act 2013 and SEBI[Listing Obligation and Disclosure Requirements] Regulations 2015. On their appointmentIndependent directors are familiarized about the company's operations and business.
KEY MANAGERIAL PERSONNEL:
Ms Nidhi Gupta Managing Director and Mr Hemant Kumar Gupta is the CFO are the keymanagerial personal as per Section 203 of the Companies Act 2013
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.
Internal Control System and their Adequacy
The Company has an Internal Control System Commensurate with its size scale andcomplexity of its operations. Audit Committee reviews internal audit reports and overseesthe internal control system of the Company.
The HR strategy and initiatives of your Company are designed to effectively partner thebusiness in the achievement of its ambitious growth plans and to build a strong leadershippipeline for the present and several years into the future.
STATUS OF THE COMPANY UNDER SICA :
BIFR in its meeting held on 27/09/2012 has approved Modified Draft RehabilitationScheme. The company is taking necessary steps to implement the same.
A Calendar of Meetings is prepared and circulated in advance to the Directors. Thedetails of which are given in the Corporate Governance Report.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The Company has not developed and implemented any policy on Corporate SocialResponsibility initiatives as the provisions of section 135 of Companies Act 2013 are notapplicable
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company during theyear under review.
DECLARATION OF INDEPENDENT DIRECTORS
The details of independent directors are mentioned in the clause 7 of corporategovernance report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant and material orders passed by the Regulators / Courts /Tribunals which would impact the going concern status and the Company's operations infuture.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements
1) In the preparation of the annual financial statements for the year ended March 31st2017 the applicable accounting standards had been followed along with the properexplanation relating to material departures.
2) For the financial year ended March 31st 2017 such accounting policiesas mentioned in the Notes to the financial statements have been applied consistently andjudgments and estimates that are reasonable and prudent have been made so as to give atrue and fair view of the state of affairs of the Company and of the Profit and Loss ofthe Company for the year ended 31 March 2017.
3) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
4) The annual financial statements have been prepared on a going concern basis.
5) That proper internal financial control was followed by the company and that suchinternal financial controls are adequate and were operating effectively.
6) That proper system to ensure compliance with the provisions of all applicable lawswas in place and that such systems were adequate and operating effectively.
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.
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.
Related Party Transactions
All related party transactions that were entered during the year under review were onan arm's length basis and were in ordinary course of business. All related partytransactions are placed before the Audit Committee for approval. There are no materiallysignificant related party transactions during the year which may have a potential conflictwith the interest of the company at large. Necessary disclosures as required underAccounting Standard (AS 18) have been made in the notes to the Financial Statements.
ANNUAL PERFORMANCE EVALUATION
In line with the criteria evolved by the Nomination and Remuneration Committee theperformance of all Directors Committees Chairman etc. have been evaluated pursuant tothe provisions of the Act Listing Agreement and SEBI (LODR) Regulations 2015.
As part of the performance evaluation process an evaluation questionnaire based on thecriteria as finalized in consultation with the Directors together with supportingdocuments was circulated to all the Board members in advance. The Directors evaluatedthemselves the Chairman other Board Members the Board as well as functioning of theCommittees viz. Audit Nomination & Remuneration Risk Management StakeholdersRelationship Committees on the basis of well- defined evaluation parameters as set out inthe questionnaire. The duly filled questionnaire received back from the Chairman and allthe other Directors.
To take the evaluation exercise forward all the Independent Directors of the Companymet on 27th March 2017 without the attendance of the Non-Independent Directorsand members of the management to discuss inter alia the matters specified underSchedule IV of the Companies Act 2013.
The Board reviewed the process of evaluation of the Board of Directors and itsCommittees including Chairman and the Individual Directors.
Vigil Mechanism/ Whistle Blower Policy
Pursuant to the requirements of Section 177 of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasestablished a vigil mechanism (Whistle Blower Policy) for the employees and Directors asan avenue to voice concerns relating to unethical behavior actual or suspected fraud orviolation of the Company's code of conduct. The Ombudsperson appointed by the Board dealswith the complaints received and ensures appropriate action. The mechanism also providesadequate safeguards
against victimisation of persons using the mechanism and provides direct access to thechairperson of the Audit Committee in appropriate or exceptional cases. No employee wasdenied access to the Audit Committee.
Particulars of Employees
The information required pursuant to Section 197 (12) of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of employees of the Company will be provided upon request. Interms of Section 136 of the Act the Report and Accounts are being sent to Members andothers entitled thereto excluding the information on employees particulars which isavailable for inspection by the Members at the Registered Office of the Company duringbusiness hours on working days of the Company upto the date of the ensuing Annual GeneralMeeting.
There are no employees drawing salaries in excess of the limit prescribed under Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014.
Conservation of energy Technology absorption and foreign exchange earnings and outgo
A. The company is making continuous efforts to conserve and optimize energy whereverpracticable by economizing on fuel and power.
B. The Company has not absorbed any technology during the year
C. The foreign exchange earnings for the year: nil
D. The foreign exchange outgo for the year : nil
Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013
The Company has in place an anti sexual harassment policy in line with the requirementof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. Internal Compliance Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (Permanent contractual temporary andtrainees) are covered under this policy. The company has not received any compliant aboutsexual harassment during the year 2016-17
The Members appointed M/s Anjana & Co as the Statutory Auditors of the Company fora period of 3 years from the conclusion of 21st AGM (2014) till the conclusionof 24thAGM (2017) as per Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. Now the board recommends the appointment ofM/s TV Subramanian and Associates (FRN No. 007433S) as the Statutory Auditors of theCompany for a period of 5 years from the conclusion of 24th AGM (2017) till the conclusionof 29th AGM (2022) and their appointment has to be ratified every annualgeneral meeting of the company.
The Company has received confirmation from the firm regarding their consent andeligibility under sections 139 and 141 of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 for appointment as the Auditors of the Company.
Your company is listed with Mumbai Stock Exchange. Members are aware that Coimbatorestock exchange Delhi And Kolkatta has been closed its operation which we were alreadylisted.
Extract of Annual Report
The Details forming part of the extract of the Annual Report form MGT 9 is annexedherewith as Annexure A.
EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS / SECRETARIAL AUDITOR IN THEIR REPORTS
There were no qualifications reservations or adverse remarks made by the Auditors intheir report.
Mr A C Saravan Practicing Company Secretary was appointed to undertake the SecretarialAudit of the Company. The Report of Secretarial Audit is annexed herewith as Annexure B.
Reply To Qualification Given By The Secretarial Auditor :
1) The Company is in the process of allotment of share application money received asper BIFR order.
2) For other non compliances the Board has taken all necessary steps to comply thesame in future period .
Your Company is committed to maintaining high standards of Corporate Governance. Areport on Corporate Governance along with a certificate from the Statutory Auditors oncompliance with Corporate Governance norms forms a part of this report.
The Corporate Governance Report of your company as on 31.3.2017 is enclosed for yourperusal as Annexure - C.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments in the business operations of the Companyfrom the financial year ended 31st March 2017 to the date of signing of theDirector's Report.
The Board wishes to place on record of their appreciation for the good work done by theemployees of the company. It takes the pleasure of recording the services rendered by theMA and B I F R for and on the revamping exercise of the company.
|Place : Coimbatore ||By Order of the Board |
|Date : 30.05.2017 ||Nidhi Gupta |
| ||Managing Director |