Manomay Tex India Ltd.
|BSE: 540396||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE784W01015|
|BSE 00:00 | 24 Jan||33.90||
|NSE 05:30 | 01 Jan||Manomay Tex India Ltd|
|Mkt Cap.(Rs cr)||50|
|Mkt Cap.(Rs cr)||49.77|
Manomay Tex India Ltd. (MANOMAYTEX) - Director Report
Company director report
Your Directors have pleasure in presenting Annual report on the affairs of the Companytogether with the Audited Statement of Accounts for the year ended on 31stMarch 2018.
1. FINANCIAL SUMMARY OR PERFORMANCE OF THE COMPANY:-
Your Directors are pleased to inform the members that during the year under reviewyour company reported encouraging performance. Company's exports increasing year afteryear and during the year under review export sale has gone up from ^1589.62 Lacs to^6722.14 Lacs registering an increase of 4.23 times. This becomes possible due to improvedquality of denim Fabrics and good service to our all export customers. The overalloperating Income of the Company during the F.Y. 2017-18 is of Rs. 28553.54 Lacs which isincreased by 4% as compared to previous year. During the Profit Before tax is Rs. 629.88Lacs and profit after Tax of Rs. 332.45 Lacs which showed an increase by 68 % and 42%respectively as compared to Previous year. This was possible due to the better workingcapital management & effective cost control.
Further that the company has expanded operations at its existing Denim unit situated atGangrar (Raj.); through capacity addition of 120 Lacs Mtrs p.a. and setting up of completemanufacturing facilities by installation of one more Indigo Dying Machine and replacingold 24 Air Jet Looms to Fresh imported New Air Jet Looms and company also installedMersrizer Dsizer and related finishing range for manufacturing of export quality fabrics.The total production capacity (Denim Unit) of the company has been increased from 240 LacsMtrs to 360 Lacs Mtrs p.a.
3. TRANSFER TO RESERVES:-
The Company propose not to transfer any amount to the reserves and an amount of Rs.332.45 Lacs proposed to be retained in the Profit & Loss A/c.
ln view of the planned business growth your directors deem it proper to conserve theresources of the Company for its activities/ expansion and therefore do not propose anydividend for the F.Y. ended 31.03.2018 and carried forward the net profit balance to thenext year.
5. CREDIT RATING:-
Brickwork Rating India Pvt. Ltd vide their letter number BWR/ BLR/DEL/IRC/RK/1418/2018-19 dated 03th July 2018; has reviewed and reaffirmed the followingratings to the bank loan facilities of Rs. 79.22 Crores availed by the Company:
The aforesaid rating is valid for Twelve Month.
6. CAPITAL STRUCTURE:-
The Authorised Share Capital of the Company is Rs. 130000000/- (Rupees ThirteenCrore only) divided into 13000000 (One Hundred Thirty Lacs only) equity shares ofRs.10/- each.
The Paid up share capital of the Company is Rs. 126833500/- (Rupees Twelve CroreSixty Eight Lacs Thirty Three Thousand Five Hundred only) divided into 12683350 (OneCrore Twenty Six Lacs Eighty Three Thousand Three Hundred Fifty only) equity shares ofRs.10/- each.
7. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:-
There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS & COMPANY'S OPERATIONS IN FUTURE:-
During the year under review there has been no such significant and material orderspassed by the regulators or courts or tribunals impacting the going concern status andcompany's operations in future.
9. SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY:-
As on March 31 2018 the Company does not have any subsidiary or joint venture or anyassociates Company.
10. MAINTENANCE OF COST RECORD:-
Our Company is required to maintain the cost record as specified by the CentralGovernment under subsection^) of section 148 of the Companies Act 2013 and the companyhas made and maintained the cost record as prescribed.
11. STATUTORY AUDITOR & AUDIT REPORT:-
M/s B. Maheshwari & Co. Chartered Accountants Bhilwara (Firm Registration No.105839W) Bhilwara retire at ensuing Annual General Meeting. The Audit Committeerecommended to the board to reappoint M/s B. Maheshwari & Co. Chartered AccountantsBhilwara for the next term of 5 year. M/s B. Maheshwari & Co. Chartered AccountantsBhilwara also showed their willingness to accept their reappointment pursuant to sec 139of the Companies Act 2013 to hold office from the conclusion this Annual General Meeting(AGM) till the conclusion of the AGM of the Company to be held in the year 2023. Furtherthey have confirmed their eligibility to the effect that their reappointment if madewould be within the prescribed limits under the Act and that they are not disqualified. Onthe recommendation of the Audit Committee the board has approved the proposed resolutionand recommended to the share holder for approval of the same in ensuing AGM.
There are no qualifications or observations or remarks made by the Auditors in theirReport.
12. SECRETARIAL AUDIT:-
In terms of Section 204 of the Companies Act 2013 and Rules made there under theboard has appointed M/s. Avinash Nolakha & Associates (M. No. A36411) PracticingCompany Secretary as the Secretarial Auditor of the company. The report of the SecretarialAuditors in MR-3 is enclosed as Annexure III to this report. The report isself-explanatory and do not call for any further comments.
13. COST AUDITORS:-
As per Section 148 of the Act the Company is required to have the audit of its costrecords conducted by a Cost Accountant in practice. On the recommendation of the AuditCommittee the Board has appointed M/s Avnesh Jain & Co. Cost Accountants Jaipur ascost auditors for conducting the audit of cost records of the Company for the financialyear 2018-19.
14. CHANGE IN THE NATURE OF BUSINESS:-
There is no change in the nature of the business of the company.
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL-
The Board of Directors is duly constituted during the year. Mr. Dilip Balkishan Porwal[DIN : 07694518] who was the additional Independent Director of the company had beenre-appointed as Independent Non- Executive Directors of the Company in the AGM held on04.09.2017 and Mr. Maheshchandra Kailashchandra Ladha [DIN: 02333125] is appointed asWhole Time Director of the Company w.e.f. 09.08.2018 and the terms of appointment &remuneration payable to Mr. Maheshchandra Kailashchandra Ladha is being placed before theshare holders for the ratification.
Mr. Kamlesh Kailashchand Ladha [DIN : 03520135] Whole Time Director of the Company isliable to retire by rotation & being eligible to offer themselves for re-appointment.
Detail of Director & KMP are as follows:-
The Company has not invited / accepted any deposits from the public during the yearended March 312018. There were no unclaimed or unpaid deposits as on March 31 2018.
17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO:-
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 - As Per Annexure I
18. CORPORATE SOCIAL RESPONSIBILITY:-
The profit before tax for the year ended 31st March 2018 exceeds Rupees Five Crores.Therefore Section 135 of the Companies Act 2013 becomes applicable from the financialyear 2018-2019. The board has constituted the CSR Committee comprising the followingmembers:-
The broad terms of reference of the CSR Committee are as under:
Formulating and recommending to the Board the CSR Policy which shall indicatethe activities to be undertaken by the Company.
Recommending the amount of expenditure to be incurred on the aforesaidactivities and
Reviewing and Monitoring the CSR Policy of the Company from time to time.
19. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:-
In pursuant to the section 177 (9) & (10) of the Companies Act 2013 a vigilMechanism for director and employees to report genuine concerns has been established. TheVigil Mechanism/ Whistle Blower Policy has been read uploaded on the Website of theCompany at www.manomaytexindia.com underlnvestorPolicy Whistle Blower Policy link.
20. RISK MANAGEMENT POLICY:- FRAMEWORK
Risk Management is a key aspect of the "Corporate Governance Principles and Codeof Conduct" which aims to improve the governance practices across the Company'sactivities. Risk management policy and processes will enable the Company to proactivelymanage uncertainty and changes in the internal and external environment to limit negativeimpacts and capitalize on opportunities.
BACKGROUND AND IMPLEMENTATION
The Company is prone to inherent business risks. This document is intended to formalizea risk management policy the objective of which shall be identification evaluationmonitoring and minimization of identifiable risks.
This policy is in compliance with the Listing Agreement which requires the Company tolay down procedure for risk assessment and procedure for risk minimization.
The Board of Directors of the Company and the Audit Committee shall periodically reviewand evaluate the risk management system of the Company so that the management controls therisks through properly defined network. Head of Departments shall be responsible forimplementation of the risk management system as may be applicable to their respectiveareas of functioning and report to the Board and Audit Committee.
The Company has not made Risk Management Committee but the Board of Directors and AuditCommittee is looking after the Risk Management of the Company.
21. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:-
The Policy of the Company on Directors' appointment and remuneration including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under section 178(3) uploaded on company's website (Link-
22. MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEE THEREOF:- Board Meeting:-
The Board of Directors of the Company met 8 (eight) times during the year on in respectof which proper notices were given and the proceedings were properly recorded signed andmaintained in the Minutes Book kept by the company for the purpose. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.
The names of the Directors their attendance at the Board Meeting and last AnnualGeneral Meeting of Company are given as below:
Audit Committee Meetings:-
Stakeholder Relationship Committee Meetings:-
23. 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:
(i) In the preparation of the annual accounts for the financial year ended 31stMarch 2018 the applicable accounting standards had been followed along with properexplanation relating to material departures;
(ii) 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 as at March 31 2018 and of the profitand loss of the company for that period;
(iii) The directors had 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 fraud andother irregularities;
(iv) The directors had 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 systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
24. DECLARATION BY INDEPENDENT DIRECTORS:-
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section149 (6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
25. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013:-
There are no loans guarantees or investments in excess of the limits prescribed u/s186 of the Act.;
26. INTERNAL CONTROL SYSTEMS:-
The Company's internal control systems are adequate and commensurate with the natureand size of the Company and it ensures:
Timely and accurate financial reporting in accordance with applicable accountingstandards.
Optimum utilization efficient monitoring timely maintenance and safety of itsassets.
Compliance with applicable laws regulations and management policies.
27. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:-
Your Company treats its human resources as one of its most important assets. YourCompany continuously invests in attraction retention and development of talent on anongoing basis. Your company's trust is on the promotion of talent internally through jobrotation and job enlargement.
28. PARTICULARS OF EMPLOYEE:-
None of the employee has received remuneration exceeding the limit as stated in rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
29. PERFORMANCE EVALUATION:-
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 (10) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Nomination andRemuneration Committee has laid down the criteria for evaluation of the performance ofindividual Directors and the Board as a whole. Based on the criteria the exercise ofevaluation was carried out through a structured process covering various aspects of theBoard functioning such as composition of the Board and committees experience &expertise performance of specific duties & obligations attendance contribution atmeetings & Strategic perspectives or inputs regarding future growth of company etc.The performance evaluation of the Chairman and the Non Independent Directors was carriedout by the Independent Director. The performance of the Independent Directors was carriedout by the entire Board (excluding the Director being evaluated). The Directors expressedtheir satisfaction with the evaluation process.
30. RELATED PARTY TRANSACTIONS:-
The Company has no material significant transactions with its related parties which mayhave a potential conflict with the interest of the Company at large. All transactionsentered with the Related Parties as defined under the Companies Act 2013 and regulation23 of the SEBI (listing Obligation & Disclosure Requirements) Regulations 2015 duringthe financial year were in the ordinary course of Business and on arm's length basis anddo not attract the provisions of section 188 of the Companies Act 2013. Thus disclosurein form AOC- 2 is not required. The related party disclosure has been read uploaded on theWebsite of the Company at www.manomaytexindia.com under Investor>>Policy>>policy for determination of materiality of events.
Your Directors draw attention of the members to notes to the financial statement whichsets out related party disclosures as per Accounting Standard - 18.
A statement in summary form of transactions with related parties is periodically placedbefore the Audit committee for review and recommendation to the Board for their approval.
31. EXTRACT OF ANNUAL RETURN:-
Extract of Annual Return of the Company in the prescribed Form MGT-9 is annexedherewith
32. INVESTOR EDUCATION AND PROTECTION FUND:-
There were no amounts required to be transferred to the Investor Education andProtection Fund by the Company during the year.
33. LISTING OF EQUITY SHARE OF THE COMPANY:-
The equity shares of the company are listed on the SME platform of Bombay StockExchange Limited (BSE). The Company has paid the Annual Listing Fees to BSE for thefinancial year 2018-19.
The Board of Directors of the Company constituted the following Committees:
> AUDIT COMMITTEE
The Audit Committee comprises Mr. Basant Kishangopal Porwal as Chairman Mr. YogeshLaddha and Mr. Dilip Balkishan Porwal as the Members. The Committee is assigned rolepowers and responsibilities as provide under clause 52 of the Equity Listing Agreement andSection 177 of the Companies Act 2013.
> STAKEHOLDERS' RELATIONSHIP COMMITTEE:-
The Stakeholders' Relationship Committee has been reconstituted on 09.08.2018. Mr.Maheshchandra Kailashchandra Ladha ceased to be member of the committee & Mr. DilipBalkishan Porwal Independent Non-executive Director is appointed as member of thecommittee to supervise and ensure Share Transfer related matters and to look after theStakeholders' grievances.
The Stakeholders' Relationship Committee comprising of the following members:-
> NOMINATION AND REMUNERATION COMMITTEE:-
Mr. Kamlesh Kailashchand Ladha ceased to be member of the committee from 09.08.2018.
Mr. Dilip Balkishan Porwal as Chairman Mr. Shriniwas Shivraj Bhattad and BasantKishangopal Porwal shall constitute the NRC Committee. The purpose of NRC is to recommendthe nomination and remuneration of Director KMP and to evaluate the performance ofDirectors.
> CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:-
Pursuant to the provision of Sec. 135(1) of the Companies Act 2013 Read with Companies(Corporate Social Responsibility) Rules 2014 (including any amendment thereto orre-enactment thereof) the Board has constituted the CSR committee on 21.05.2018 forrecommendation and monitoring of CSR activities comprising of the following members ofthe Board of Directors of the Company as members of CSR Committee:
35. BOARD EVALUATION:-
In compliance with the provision of Companies Act 2013 and Listing Compliances theBoard carried out at an annual evaluation of its own performance and individual directors.It also evaluated the performance of its committees. The evaluation inter-alia covereddifferent aspects viz. composition of board and its committees qualificationperformance inter-personal skills submission done by the director in varied disciplinesrelated to the company's business etc.
36. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:-
In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. The Company has zero tolerance for sexualharassment at workplace and has adopted a policy on Prevention Prohibition and Redressalof sexual harassment at workplace in line with the provision of the Sexual Harassment ofWomen at workplace (Prevention Prohibition and Redressal) Act 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. Thecompany is committed to providing equal opportunities without regard to their race castesex religion color nationality disability etc. All women associates (permanenttemporary contractual and trainees) as well as any women visiting the company's officepremises or women service providers are covered under this policy. All employees aretreated with dignity with a view to maintain a work environment free of sexual harassmentwhether physical verbal or psychological.
During the year under review no complaints were received by the Company relating tosexual harassment at workplace. The Management of the Company endeavors to provide safeenvironment for the female employees of the Company.
37. MANAGEMENT DISCUSSION AND ANALYSIS:-
The Management Discussion and analysis forms part of this annual Report as Annexure IIfor the year ended 31st March 2018.
Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers Local Bodies Customers Suppliers Executives FinancialInstitution and Central and State Governments for their continuous co-operation andassistance.
39. COMPLIANCES OF SECRETARIAL STANDARDS: -
The Company has made all the compliance of Secretarial Standards as notified by theMCA.