Your Directors are delighted to present their 35th Annual Report of theCompany for the financial year 2016-17 along with the audited accounts for the financialyear ended March 312017.
|PARTICULARS ||YEAR ENDED 31.03.2017 ||YEAR ENDED 31.03.2016 |
|Total Income ||2961 ||2202 |
|Profit before Depreciation Interest & Tax for the year ||(316) ||(106) |
|Depreciation for the year ||57 ||33 |
|Finance Cost ||2 ||1 |
|Net Profit / (Loss) ||(375) ||13 |
On account of the accumulated losses your Directors do not recommend any dividend forthe year ended 31st March 2017.
TRANSFER TO RESERVES
Due to the accumulated losses the company is unable to transfer any amount to itsreserves.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since the Company has not declared any dividends there is no unclaimed dividend to betransferred to Investor Education and Protection Fund.
BOARD MEETINGS CONDUCTED DURING THE PERIOD UNDER REVIEW
The meetings of the board are scheduled at regular intervals to decide and discuss onbusiness performance policies strategies and other matters of significance.
The Board met Five times during financial year 2016-17 viz. 26.05.2016 10.08.201614.11.2016 21.11.2016 and 13.02.2017. Tha maximum interval between any two meetings didnot exceed 120 Days.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed and there are no material departures from those standards;
(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 loss 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 this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors confirm that the annual accounts have been prepared on a goingconcern basis;
(e) the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectivelyand
(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.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under the CompaniesAct 2013.
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION AND OTHERMATTERS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT 2013.
The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished on the Company's website www.kakatiyatextiles.in.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
The Company has not granted any loans or given any security or made any investmentspursuant to the provisions of Section 186 of the Companies Act 2013 during the year underreview.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions entered into with related parties during the financial year 2016-17were in the ordinary course of business and on an arm's length basis. Since there are notransactions which are not on arm's length basis and material in nature the requirement ofdisclosure of such related party transactions in Form AOC-2 does not arise.
The policy on related party transactions as approved by the Board of Directors of theCompany has been uploaded on the company's website and may be accessed through the websiteat www.kakatiyatextiles. in
EXTRACT OF ANNUAL RETURN
The extract of Annual Return in the prescribed Form No.MGT-9 pursuant to Section 92(3)read with Rule 12 of the Companies (Management and Administration) Rules 2014 isfurnished as Annexure-I and is attached to this Report.
The Board of directors based on the recommendation of the audit committee has appointedM/s. Cherukuri & Co Chartered Accountants as the Internal Auditors of the company.The internal auditors are submitting their report on quarterly basis.
The members have appointed M/s. Chevuturi Associates Chartered Accountants (FR No.000632S) as the Statutory auditors of the company in their 33rd Annual General Meetingheld on 29.09.2015 for a period of 5 years from the conclusion of the said generalmeeting till 38th Annual General Meeting to be held in the year 2020 subject to theratification of the members annually.
The Statutory auditor's report does not contain any qualifications reservations oradverse remarks.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. P S Rao & Associates Company Secretaries to undertake the SecretarialAudit of the Company. The report of the Secretarial Audit is annexed herewith as Annexure-IIto this report.
CHANGE IN NATURE OF BUSINESS
There were no changes in the nature of business of the company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position ofthe Company which has occurred between the financial year ended 31st March 2017 and thedate of the report.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY
The Company has a structured risk management policy. The Risk management process isdesigned to safeguard the organization from various risks through adequate and timelyactions. It is designed to anticipate evaluate and mitigate risks in order to minimizeits impact on the business. The potential risks are inventoried and integrated with themanagement process such that they receive the necessary consideration during decisionmaking.
WHISTLE BLOWER POLICY (VIGIL MECHANISM)
The Company has formulated a whistle blower policy in line with the provisions ofSection 177 of the Companies Act 2013 and Regulation 22 of the SEBI ((Listing Obligationsand Disclosure Requirements) Regulations 2015to enable the directors and employees toreport concerns about unethical behavior actual or suspected fraud or violation of thecompany's code of conduct or ethics policy. The policy also provides for adequatesafeguards against victimization of director(s) / employee(s) who avail of the mechanismand also provides for direct access to the Chairman of the Audit Committee in exceptionalcases. The Whistle Blower policy has been uploaded on the company's website atwww.kakatiyatextiles. in.
ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THE INDIVIDUAL DIRECTORS
In accordance with the criteria suggested by the Nomination and Remuneration Committeethe Board of Directors evaluated the performance of the Board having regard to variouscriteria such as Board composition Board processes Board dynamics etc. The IndependentDirectors at their separate meetings also evaluated the performance of non-independentdirectors and the Board as a whole based on various criteria.
The performance of each Independent Director was evaluated by the entire board ofdirectors on various parameters like engagement leadership analysis decision makingcommunication governance etc. The Board and the Independent Directors were of theunanimous view that performance of the Board of Directors as a whole was satisfactory.
The performances of all the Committees were evaluated by the Board having regard tovarious criteria such as committee composition committee processes committee dynamicsetc. The Board was of the unanimous view that all the committees were performing theirfunctions satisfactorily.
DIRECTORS' & KEY MANAGERIAL PERSONNEL
During the period under review Shri. Mohammed Alisha Shaik Manager of the Company hasresigned from the office as Manager with effect from 6th June 2017.
Further to fill the casual vacancy caused by the resignation of Shri. Mohammed AlishaShaik based on the recommendation of the Nomination and remuneration committee the Boardat their meeting held on 15th June 2016 have appointed Shri. Ranga Rao Avula as Managerof the company. In terms of the provisions of Section 196 of the Companies Act 2013 theappointment of manager needs to be approved by the shareholders. The Board recommends theapproval for the appointment of the manager as mentioned above.
Smt. Vanka Raja Kumari Director of the Company retires by rotation at the ensuingAnnual General Meeting and expressed her willingness to be reappointed as the Director ofthe Company.
COMPOSITION OF BOARD COMMITTEES
We have in place of all the committees of the board which are required to beconstituted under the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
The Composition of various committees of the Board is hereunder:
|Shri Kudary Anand ||Chairman |
|Shri Vanka Ravindra Nath ||Member |
|Shri Venkata Subba Rao Gamini ||Member |
|NOMINATION AND REMUNERATION COMMITTEE || |
|Shri Venkatasubbarao Gamini ||Chairman |
|Shri Kudary Anand ||Member |
|Smt Vanka Raja Kumari ||Member |
|STAKEHOLDERS RELATIONSHIP COMMITTEE || |
|Shri Venkatasubbarao Gamini ||Chairman |
|Shri Kudary Anand ||Member |
|Smt Vanka Raja Kumari ||Member |
Since the Company has not accepted any fixed deposits covered under Chapter V of theCompanies Act 2013 and accordingly the question of default in repayment of deposits orpayment of interest thereon during the year does not arise.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
There is no significant and material order passed by the regulators or courts ortribunals impacting the going concern status and company's operation in future.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate internal control systems to monitor internal business processfinancial reporting and compliance with applicable laws. The Company periodically reviewsthe adequacy and effectiveness of the control systems.
The Audit committee of the Board reviews internal control systems and their adequacysignificant risk areas observations made by the internal auditors on control mechanismand the operations of the company recommendations made for corrective action and theinternal audit reports. The committee reviews with the statutory auditors and themanagement key issues significant processes and accounting policies.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and as amended inrespect of our employees is attached herewith as Annexure-III.
Further we do not have any employee whose remuneration falls within the purview of thelimits prescribed under the provisions of Section 197 of the Companies Act 2013 read withRule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 and as amended i.e. 8.5 Lakhs per Month or Rs. 1.02 Crores per Annum.
Further details of top ten employees in terms of remuneration drawn during thefinancial year ended 31stMarch 2017 as required under Rule 5 (2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and as amended isattached herewith as Annexure-III.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to the Regulation 34 (2) (e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a report on Management Discussion and Analysis isherewith annexed as Annexure- IV
CORPORATE GOVERNANCE REPORT
Since the paid up equity share capital of the Company is less than Rs.10 Crores and thenetworth of the Company is less than Rs. 25 Crores the provisions of Regulations 17 1819 20 2122 23 24 25 26 27 and clauses (b) to (i) of sub-regulation 2 of Regulation46 and para C D & E of Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 are not applicable to the Company.
CORPORATE SOCIAL RESPONSIBILITY
Since your Company does not fall within any of the parameters specified under theprovisions of Section 135 of the Companies Act 2013 read with Rules made there underreporting pursuant to Section 134 (3) (o) is not applicable.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy technology absorption ForeignExchange Earnings and outgo as required under section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is attached herewith as Annexure-Vto this report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place a policy on Sexual Harassment of Women at workplace in linewith the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. The company has constituted an internal complaintscommittee to address the complaints regarding sexual harassment. All employees are coveredunder this policy. The company has not received any complaints during the year underreview.
Staff and Labour relations during the year at all units of the company continued to becordial.
Your Directors wish to thank the Company's Bankers Financial Institutions Customersand Suppliers for their unstinted support and co-operation.
Your Directors wish to place on record their appreciation of the confidence reposed bythe shareholders in the Company at all times.
The Board of Directors also wishes to thank the employees at all levels for theirexcellent support and contribution made by them.
| ||By Order of the Board of Directors |
| ||For Kakatiya Textiles Ltd |
| ||Sd/- |
|Place: Hyderabad ||V Ravindra Nath |
|Date : 14.08.2017 ||Chairman & Director |
| ||DIN: 00480295 |