Ladies and Gentlemen
Your Directors present the 28th Annual Report of the Company along with the auditedstatement of accounts for the year ended 31st March 2017.
|PARTICULARS ||31.03.2017 ||31.03.2016 |
|Sales Turnover ||5766292 ||260326588 |
|Profit/Loss before interest depreciation and tax ||10994174 ||46313843 |
|Less: Interest ||0 ||128309507 |
|Depreciation ||9652 ||16052766 |
|Extraordinary Items ||0 ||230919253 |
|Net Profit / loss for the year before Tax ||(5302382) ||(328967683) |
During the year under review the Company has effected only Trading Activities to meetout the day to day administrative expenses. As already stated the Lenders have sold theentire Assets of the Company and adjusted the proceeds against the loan due from thecompany. Even after adjusting the entire sale proceeds against the loan there remainshuge amount to be settled by the company. Now the company has zero assets with hugeliability on hand. The Promoters are negotiating with the Banks for One Time Settlementand are expected to reach a settlement soon. LEGAL
1. M/s State Bank of India Stressed Asset Management Branch Coimbatore as theleader of the consortium banks have filed Original Application in O.A 40 / 2013 againstthe company in the Debt Recovery Tribunal Coimbatore for the recovery of outstanding duesof Rs 3533813295 as on 1-3-2013 . This outstanding is exclusives of the dues to IDBI.The matter is sub-judice.
2. The company has filed Appeal against this in S.A 174 / 2013 before the Debt RecoveryTribunal Coimbatore challenging the Original Application filed by State Bank of India.
3. M/s State Bank of India Stressed Asset Management Branch Coimbatore has filed aWrit Petition in W.P. No 24864 / 15 before the Hon'ble Madras High Court Chennaichallenging that the Customs Department is not having a first charge on the properties putto e-auction under the Provisions of SARFAESI Act contending that the SARFAESI Actoverrides the Customs Act on priority charge.
4. The Directorate of Revenue Intelligence Coimbatore have also filed a MiscellaneousPetition in MP No 24864 / 15 praying to permit them to implead as 3rd Respondent in W.P24864 / 15. The above matters are sub judice
5. The Directorate General of Foreign Trade Coimbatore has passed orders on 20-1-2016levying penalty to the extent of Rs 559028760/- due to non-fulfillment of ExportObligation in respect of 45 Licenses issued to the company. The Company has preferred anAppeal against this Order before the Deputy Directorate General of Foreign Trade NewDelhi. The matter is sub-judice.
6. The company has also received demand for Rs 15377000/- from the office of theAssistant Commissioner of Customs Chennai due to nonfulfillment of Export Obligation inrespect of 6 Licenses issued to the company.
Since the entire Assets have been sold the company is having neither any machinery tofulfill the Export Obligation nor have any source of funds to pay the liability.
No dividend has been recommended for the Financial Year ended 31st March 2017.
The total outstanding dues to the consortium of Lenders as on 31-3-2017 is more than Rs200 crores including interest accrued but not paid. As stated in the last year AnnualReport the Lenders have realized a sum of Rs 191.05 crores by selling the entire Assetsof the Company through e- auction. The Lenders have adjusted the sale proceeds againstloan due from the company. Even after adjusting the said amount the company owes huge sumto the Banks and the company is not having any assets to pay the balance dues. Now thePromoters are negotiating with the Banks for One Time Settlement.
DEPOSITS Does not arise CORPORATE GOVERNANCE
A separate Report on the Corporate Governance is enclosed as part of this AnnualReport. The Auditors of the Company have also given their certificate relating tocompliance of Corporate Governance and this report is annexed to the report of CorporateGovernance as is required by the Listing Agreement. LISTINGS
The company's shares are listed in National Stock Exchange of India Ltd Mumbai StockExchange Ltd and The Calcutta Stock Exchange Ltd. The company has not paid listing fee tothe above Exchanges. The company has already applied for de-listing of its equity sharesto Calcutta Stock Exchange Ltd and the Orders are awaited.
EXTRACT OF THE ANNUAL RETURN
As per the requirements of provisions of the Companies Act 2013 the extract of theAnnual Return in the prescribed Form MGT-9 is annexed hereto as Annexure 1 forming part ofthis report.
NUMBER OF MEETINGS OF THE BOARD.
Details of number of meetings of Board of Directors and Committees thereof and theattendance of the Directors in such meetings are provided in the Corporate GovernanceReport attached elsewhere in the Annual Report.
Sri. A.R.Muralidhran was appointed as an Independent Director of the company in theBoard Meeting held on 14-2-2017. He is a retired Bank Executive. He has submittednecessary declaration as provided under the Clause (7) of Section 152 of the CompaniesAct 2013.
DIRECTORS' RESPONSIBILTY STATEMENT.
In terms of the requirement of Section 134 (3) (c) of the Companies Act 2013 theDirectors hereby confirm:
1) that in the preparation of Annual Accounts the applicable Accounting Standards havebeen followed along with proper explanations relating to material departures
2) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of theaccounting year namely March 312017 and of the profit / loss of the Company for thatperiod.
3) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provision of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
4) that the Directors have prepared the Annual Accounts on a going concern basis.
5) the Directors have laid down internal financial controls to be followed by thecompany and such internal financial controls are adequate
6 the Directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and are operating effectively.
NOMINATION AND REMUNERATION COMMITTEE AND POLICY.
As per the requirements of the provisions of the Companies Act 2013 a Nomination& Remuneration Committee was formed by the Board of Directors consisting of
I.Sri. N. Venkatesan - Chairman (Non-Executive - Independent) 2.Smt. M.V.Suryaprabha -Member (Non-Executive - Independent) 3.Sri. R.P.Joshua - Member (Non-Executive -Independent)
The said committee has been empowered and authorized to exercise the power as entrustedunder the provisions of Section 178 of the Companies Act 2013. The Company has a policyon Directors' appointment and remuneration including criteria for determiningqualification positive attributes independence of a Director and other matters providedunder sub-section(3) of Section 178 of the Companies Act 2013 .
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149 (6) of the Companies Act 2013so as to qualify themselves to be appointed / continued as Independent Directors under theprovisions of the Companies Act 2013 and the relevant Rules there under.
EXPLANATION & COMMENTS
The reports of Statutory Auditors appearing elsewhere in the Annual Report and that ofthe Secretarial Auditors (annexed hereto) are self-explanatory PARTICULARS OF LOANS /GUARANTEE / INVESTMENTS Details as per the provisions of Section 186 of the Companies Act2013 is given under Notes to Financial Statements.
PARTICULARS OF CONTRACT WITH RELATED PARTY
All the transactions of the company with related parties are at arm's length and havetaken place in the ordinary course of business. Provisions of Section 188 of the CompaniesAct 2013 is not applicable.
There is no material changes or commitments after closure of the financial year tillthe date of this report.
a) Statutory Auditors
M/s.M. Gangadhran & Co Chartered Accountants retires at the ensuing AnnualGeneral Meeting and they have given necessary certificate in terms of Section 139 of theCompanies Act 2013. They are entitled to be re-appointed. They have consented andconfirmed their eligibility and desire to continue as Statutory Auditors of the Company.
b) Cost Auditor
c) Secretarial Auditor.
Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mrs. V.M.Vennila a Practicing Company Secretary to undertake the SecretarialAudit of the Company for the financial year 2016-17
13. AUDIT COMMITTEE
In pursuance of the applicable provisions of Section 177 of the Companies Act 2013 acommittee of Directors consisting of three Directors has been constituted as AuditCommittee. The Directors who are the members of this committee are
1) Sri. N.Venkatesan - Chairman (Independent Director)
2) Sri. R.P.Joshua - Member (Nominee Director)
3) Smt .Suryaprabha - Member (Independent Director)
The Company Secretary shall act as the Secretary of the Audit Committee as well.
The Board has accepted the recommendations of the committee and there were noincidences of deviation from such recommendations during the financial year under review.
The company has devised a Vigil Mechanism in the form of a Whistle Blower Policy inpursuance of the provisions of Section 177 (10) of the Companies Act 2013 . During theyear under review there were no complaints received under this mechanism.
STAKEHOLDERS RELATIONSHIP COMMITTEE In pursuance of the applicable provisions ofSection 178 (5) of the Companies Act 2013 a committee of Directors consisting of threeDirectors has been constituted as Stakeholders Relationship Committee. The Directors whoare the members of this committee are
1) Sri. N.Venkatesan - Independent Director
2) Sri. Manoj Kumar Tibrewal - Managing Director
3) Sri. Mohanlal Tibrewal - Executive Director
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE In terms of the provisions of Section 135 ofthe Companies Act 2013 a Corporate Social Responsibility Committee is to be constitutedfor the purpose of implementing the Corporate Social Responsibility. As on date theCompany does not come under the category of Companies who have to implement this scheme.
INDUSTRIAL RELATIONS Not Applicable
FOREIGN EXCHANGE EARNINGS AND OUTGO
EVALUATION OF BOARD's PERFORMANCE On the advise of the Board of Directors theNomination and Remuneration Committee the company have formulated the criteria for theevaluation of the performance of Board of Directors Independent Directors NonIndependentDirectors and the Chairman of the Board. Based on that performance evaluation has beenundertaken. The Independent Directors have also convened a separate meeting for thispurpose. All the results and the evaluation has been communicated to the Chairman of theBoard of Directors. All the Directors of the Board are familiar with the business of thecompany.
Does not arise.
MATTERS AS MAY BE PRESCRIBED
As per Rule 8(5) of the Companies (Accounts) Rule 2014 certain additional informationare provided.
Does not arise.
Your Directors wish to thank and record their appreciation to all the Bankers and theemployees of the company who stood with us during the difficult times.
| ||By Order of the Board |
| ||For GANGOTRI TEXTILES LIMITED |
| ||MANOJ KUMAR TIBREWAL |
| ||MANAGING DIRECTOR |
|Place : Coimbatore Date : 13.5.2017 ||MOHANLAL TIBREWAL EXECUTIVE DIRECTOR |