Oswal Yarns Limited
Your Directors present the 36th Annual Report together with AuditedStatements of Accounts for the financial year ended 31st March 2018.
The summarized financial results of the company during the financial year 2017-18 areas under:
| || |
(Rs. in Lakhs)
|PARTICULARS ||2017-18 ||2016-17 |
|Revenue from operations ||303.69 ||433.95 |
|Other Income ||0 ||0.21 |
|Total Revenue ||303.69 ||434.16 |
|Profit before Depreciation Interest & Tax (PBDIT) ||10.88 ||21.43 |
|Less: Interest & Financial Expenses ||9.49 ||18.05 |
|Profit Before Depreciation & Tax (PBDT) ||1.39 ||3.38 |
|Less: Depreciation ||3.46 ||3.50 |
|Profit Before Exceptional & Extraordinary Items and Tax ||(2.07) ||(0.12) |
|Exceptional Items ||(6.30) ||1.48 |
|Profit Before Tax (PBT) ||(8.37) ||1.36 |
|Less: Provision for Tax ||0.06 ||0.23 |
|Profit For The Period and After Tax (PAT) ||(8.43) ||1.13 |
|Earnings Per Share (Rs.) || || |
|-Basic ||(0.21) ||0.03 |
|-Diluted ||(0.21) ||0.03 |
|Balance Available for Appropriation ||(8.43) ||1.13 |
|Less: Proposed Dividend on Equity Shares ||-- ||-- |
|Tax on Proposed Dividend ||-- ||-- |
|Transfer to General Reserve ||-- ||-- |
|Surplus Carried to Balance Sheet ||(8.43) ||1.13 |
The Board of Directors of the company has not recommended any dividend for the year2017-2018 due to losses.
Transfer to Reserves
Due to losses no amount was transferred to the General Reserves during the financialyear 2017-18.
RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
The highlights of the Company's performance are as under:
Revenue from operations decreased from Rs 433.95 Lakhs to Rs. 303.69 Lakhs
PBDIT increased or Decreased from Rs. 21.43 Lakhs to Rs. 10.88 Lakhs
Profit before Tax decreased from Rs. 1.36 Lakhs to loss of Rs. (8.37) Lakhs
Net Profit decreased from Rs. 1.13 Lakhs to loss of Rs. (8.43) Lakhs
Corporate Governance Report and Management Discussion & Analysis
Management Discussion and Analysis Report the Corporate Governance Report andcertifications including compliance of conditions of corporate governance are attached asAnnexure -12 and 3 respectively and forms integral part of this report.
During the year the Company has neither issued any Shares with or without differentialrights nor issued any Sweat Equity shares. The Company has not purchased its own equityshares. The Paid up Equity Share Capital as on 31st March 2018 stood at Rs. 40100000/-comprising of 4010000 Equity Shares of Rs. 10/- each. The shareholding pattern is givenin the Corporate Governance Report forming part of this Report.
The Company has not issued or granted any stock option.
Number of Board Meetings
During the year 2017-18 6 (six) meetings of the Board of Directors were convened andheld. The details of such meetings are given in the Corporate Governance Report section ofthis Report.
The Company has not accepted any deposits from the public during the financial year201718. There has not been any outstanding or unpaid or unclaimed deposit at the end ofthe financial year 2017-18 in terms of Section 73 of the Companies Act 2013 includingrules framed therein.
Directors and Key Managerial Personnel
Mr. Devinder Bir Singh Gill (Holding DIN: 00505957) retires by rotation at theforthcoming Annual General Meeting and being eligible offer himself for re-appointment.
He has more than three decades of experience in the commercial and financial aspects ofvaried industries by virture of his managerial posts in Punjab State IndustrialCorporation Limited. He is professionally qualified.
Declaration by Independent Directors
The independent directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 read with thelisting agreement.
Significant and other material orders passed by the regulators or courts
There are no significant and other material orders passed by the regulators or courts ortribunals during the financial year 2017-18 which has an impact on the going concernstatus and operations of the company substantially.
Particulars of Loans Guarantee or Investments
The Company has not given any loans guarantee or made investments in terms of Section186 of the Companies Act 2013.
Material changes and commitments if any affecting the financial position of thecompany
There are no material changes affecting the financial position of the company whichhave occurred between the end of the financial year 2017-18 of the company to which thefinancial statements relate and the date of the directors report
Extract of Annual Return
As required pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 is enclosed as Annexure -4 and forms part of this Report.
Directors' Responsibility Statement
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
a) that in the preparation of the annual financial statements for the year ended 31stMarch 2018 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b) that the directors had 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 thefinancial year and of the profit and loss of the company for that period;
c) that the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe Assets of the Company and for preventing and detecting fraud and other irregularities;
d) that Directors' have 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 provisions ofall applicable laws and that such systems were adequate and operating effectively.
Selection & Remuneration Policy
The Board of Directors of your company on the recommendation of the Nomination &Remuneration Committee has framed a policy for selection and appointment of directors keymanagerial personnel senior management employees and their remuneration. The said policyis stated in the Corporate Governance Report as Annexure-2 and it forms part of thisDirectors Report.
M/s SHSP and Associates Chartered Accountants Ludhiana (FRN 004267N) have confirmedtheir eligibility for ratification of reappointment if made for the financial year2018-19. They offer themselves for reappointment for the financial year 2018-19.
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.
Conservation of Energy technology Absorption and Foreign Exchange Earning and Outgo
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo is annexed herewith as Annexure- 5 and forms part of this Report.
Secretarial Audit Report
The Board has appointed Mr. Vikas Rai Berry Practicing Company Secretary asSecretarial Auditors of the Company for the financial year 2017-18. The Secretarial AuditReport for the financial year ended 31st March 2018 is enclosed as Annuexure-6 to thisreport. The Secretarial Audit Report is self-explanatory and do not call for any furthercomments.
Particulars of Contracts or Arrangements with Related Parties
The company has not entered into any contract or arrangement or transactions with therelated parties in terms of Section 188(1) of the Companies Act 2013 during the yearunder review. Disclosure pursuant to Clause (h) of sub-section (3) of Section 134 of theCompanies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 in formAOC -2 is attached as Annexure 7.
Risk Management Committee
The Company has Risk Management Committee comprising of Sh. Kulwant Rai Dhawan asChairman with Smt. Mamta Jain and Sh. Surinder Kumar Garg as member. It controls andmanages various risks in the organization by identifying or assessing risks well inadvance and taking steps to minimize those risks. Its main focus is the Identification andtreatment of business risks.
Thus the Risk Management Policy of the company entails to identify assess monitor andmitigate various risks including those posing threat to the existence of the company andotherwise associated with the business of the company. Major risks identified aresystematically discussed at the meetings of the Risk Management Committee Audit Committeeand Board of Directors of the company. The contents of Risk Management Policy have beenincluded in Management Discussion and Analysis Report enclosed as Annexure- 1 and formingpart of this Report.
Corporate Social Responsibility (CSR)
The stipulation of formation of Corporate Social Responsibility Committee is notapplicable to your company in terms of Section 135 of the Companies Act 2013.
Formal Annual Evaluation
The Board of your company carries out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsvarious committees viz. Audit Risk Management Nomination & Remuneration andStakeholders Relationships Committee. The manner in which the evaluation has been carriedout has been explained in the Corporate Governance Report enclosed as Annexure-2 of thisReport.
Industrial relations remained cordial throughout the year under review.
Internal Control Systems and Audit
Your company has adequate internal control systems commensurate with the size andnature of the business. The company has engaged Berry Associates as its externalindependent agency to conduct internal audit of affairs of the company. The scope of theirwork includes review of processes for safeguarding the assets of the Company review ofoperational efficiency effectiveness of systems and processes and assessing the internalcontrol strengths in all areas. Internal Auditors findings are discussed and suitablecorrective actions taken as per the directions of Audit Committee on an ongoing basis.
The company has audit committee constituted by the Board of Directors in terms ofSection 177 of the Companies Act 2013 read with stipulations of the SEBI (LODR). Itcomprises of Sh. Devinder Bir Singh Gill as Chairman with Sh. Kulwant Rai Dhawan and Smt.Mamta Jain as Member. The recommendations of the audit committee are accepted by the Boardof Directors. The details of composition scope of work & meetings of audit committeeduring the year under review are given in the Corporate Governance Report enclosed asAnnexure-2 of this Report.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee constituted by the Board of Directors interms of Section 178 of the Companies Act 2013 read with stipulations of the SEBI (LODR)consists of Smt. Mamta Jain as Chairperson with Devinder Bir Singh Gill and Sh. KulwantRai Dhawan as members. It identifies persons who are qualified to become directors and whomay be appointed in senior management in accordance with the criteria laid down makerecommendation to the Board for the appointment and removal of directors key managerialpersonnel senior management employees and their remuneration. It carries out evaluationof every director's performance. The details of composition scope of work and meetings ofNomination & Remuneration Committee are given in the Corporate Governance Reportsection of this Report.
Stakeholders Relationship Committee
The company has stakeholders relationship committee constituted by the Board ofDirectors in terms of Section 178 of the Companies Act 2013 read with stipulations of theSEBI (LODR) 2015. It comprises of Sh. Tej Paul Oswal as Chairman with Sh. Surinder KumarGarg and Sh. Kulwant Rai Dhawan as members. It inter-alia considers and resolves thegrievances of the shareholders and investors. The details of composition scope of work& meetings of stakeholders relationship committee during the year under review aregiven in the Corporate Governance Report enclosed as Annexure-2 of this Report.
Vigil Mechanism/Whistle Blower Policy
The company has a vigil mechanism /whistle blower policy to deal with instances ofgenuine concerns fraud and mismanagement if any. The detail of the vigil mechanism/whistle blower policy is explained in the Corporate Governance section of this report andhas been uploaded on the website of the Company.
Subsidiaries/Joint Ventures and Associates
The company does not have any subsidiary/joint venture and associate company/concern.
Particulars of Employees
Information pertaining to employees in terms of Section 197 read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 of theCompanies Act 2013 is Nil.
Policy for Prevention of Sexual Harassment of Women at Work Place
Your Company has adopted a policy for prevention prohibition and redressal of sexualharassment of women at workplace in line with the provisions of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder. During the financial year 2017-18 no complaint on sexual harassment wasreceived by the company.
Your directors state that no amount is required to be transferred to Investor Educationand Protection Fund. Further no fraud was reported to the Audit Committee /Board ofDirectors during 2017-18.
The equity shares of your company stand listed at the BSE Limited.
Your company expresses gratitude to the Lenders Creditors Shareholders GovernmentDepartment Customers and Business Constituents for their cooperation and support.
| || ||By order of the Board of Directors |
| || ||For Oswal Yarns Ltd. |
| ||Sd/- ||Sd/- |
|Place: Ludhiana ||Bharatt Oswall ||Tej Paul Oswal |
|Dated : 29.05.2018 ||Managing Director ||Managing Director |
| ||Din: 00469332 ||DIN: 00781144 |