Oxford Industries Ltd.
Your Directors present the 37th Annual Report of your company along with AuditedFinancial Statements for the year ended 31st March 2018. Your company hasadopted Indian Accounting Standards (Ind AS) w.e.f. 1st April2017.
|1. FINANCIAL HIGHLIGHTS: || || |
| ||2017-18 ||2016-17 |
| ||(Rupees in Lacs) ||(Rupees in Lacs) |
|(i) Profit / (Loss) before Interest Depreciation and Taxation ||(16.93) ||71.92 |
|(ii) Less: Finance Charges || ||5.47 |
|(iii) Profit / (Loss) before Depreciation and Tax ||(16.93) ||66.45 |
|(iv) Depreciation || ||0.21 |
|(v) Net Profit/ (Loss) before Tax ||(16.93) ||66.24 |
|(vi) Provision for Taxation : || || |
|Current Tax || || |
|Earlier Tax ||7.75 || |
|Deferred Tax -Net || || (2.64) |
|(vii) Net Profit/(Loss) after Tax ||(24.68) ||68.88 |
|(viii) Prior Years Adjustments || || |
|(ix) Net Profit / (Loss) ||(24.68) ||68.88 |
|(x) Balance Profit / (Loss) brought forward ||(3451.31) ||(3520.19) |
|(xi) Balance Profit / (Loss) carried forward ||(3475.99) ||(3451.31) |
2. OPERATIONS/YEAR IN RESTROSPECT;
As already reported Indian Bank (Lead Bank) had auctioned both the facilities of thecompany i.e. weaving unit and process house at GIDC Ankleshwar under The Securitisationand Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002(SARFAESI Act) in February 2012. Due to this reason there was no income fromoperations/sales during the year under review also and the net loss was Rs. 24.68 lacs.Interest payable to banks/ institutions has not been provided for the year under reviewalso due to the reason that a case in Hon'able Debt Recovery Tribunal (DRT) Mumbai hadbeen filed by Indian Bank (Lead Bank) in 2011 for recovery of dues of all consortiummembers which is going on and at judgement stage.
3. DEBT RECOVERY TRIBUNAL (DRT) LEGAL CASE :
The Indian Bank Consortium had filed as application No. 24 of 2011 before Hon'able DebtRecovery Tribunal No.2 Mumbai for recovery of their dues which is at judgement stage.The management of the company had submitted proposals for One Time Settlement (OTS) to thelenders during the year 2017-18 also but the same were not accepted by them. Themanagement will keep trying for OTS with the consortium of lenders in future also if andto the extent possible.
Your directors regret their inability to recommend any dividend for the year.
5. INDUSTRIAL RELATIONS:
The company always believes in cordial relationship with the employees and considersthem as most valuable assets for any organization.
6. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
Information as per Section 134(3)(m) of the Companies Act 2013 read with rules 8(3)of the Companies (Accounts) Rules 2014:
The Company has no manufacturing facility and no income from operations/sales duringthe year.
There was no Foreign Exchange Earning and Outgo during the year.
7. REMUNERATION TO DIRECTORS / KEY MANAGERIAL PERSONNEL/ EMPLOYEES:
As required under the provisions of Section 197 of the Companies Act 2013 read withrule 5 the companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 noremuneration has been paid to any director/ managerial personnel/ employee of the Companyduring the year and thus disclosure in form Annexure -IV is not annexed.
8. FIXED DEPOSITS:
During the year the Company has not invited/accepted any deposits under Chapter V ofthe Companies Act 2013 and there are none outstanding on March 312018.
9. DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES:
The Company has no Subsidiary Joint Venture or Associate Company.
10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS;
The company has not granted any loan or issued any guarantee or made any investment towhich the provisions of Section 186 of Companies Act 2013 apply.
11. RELATED PARTY TRANASACTIONS:
There are no such transactions during the year to which provisions of Section 1 77& 188 of Companies Act 2013 apply and thus disclosure in Form AOC-2 is not requiredto be annexed.
Mr Mazher N. Laila (DIN: 00037046) Director of the company retires by rotation atensuing Annual General Meeting and being eligible offers himself for appointment asDirector of the Company in terms of provisions of Companies Act 2013. Your Boardrecommends his Re-appointment.
Mr Mazher N. Laila (DIN: 00037046) is also'proposed to be appointed as ManagingDirector of the Company. Your Board recommends his Re-appointment as Managing Director.
The details as required under SEBI (Listing obligation & Disclosure Requirement)Regulations 2015 with regard to' Directorship and membership of Committee etc. areannexed with the notice.
Miss. Zainab M. Laila Woman Director resigned w.e.f. 20/12/2017 from the Board due toher pre-occupation and the Board put on record sincere appreciation for valuable servicesrendered by her during her tenure as Director. The management has been trying forappointment of Woman Director but nobody has consented to join the Board ' looking to theprevailing condition of the company and ongoing DRT case.
13. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of section 134(3) of the Companies Act 2013 with respectto Directors' Responsibility statement it is hereby confirmed that:
(i) in preparation of the annual accounts the applicable Indian Accounting Standardshave been followed and that there are no material departures from the same except for notproviding of interest on secured loan balances availed from consortium of bankers/lendersfor the year under review as a case is going on in Debt Recovery Tribunal (DRT) Mumbaifiled by Indian Bank (Lead Bank).
(ii) the directors have 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 loss ofthe Company for the year ended on that date;
(iii) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013and for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; and
(iv) the directors have prepared the annual accounts of the Company on a Going ConcernAssumption basis.
(v) the internal financial controls have been laid down by the company and suchcontrols are adequate and operating effectively.
(vi) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems were adequate and operating effectively.
14. STATUTORY AUDITORS :
M/s. SPARK and Associates (Firm Regn No. 005313C) Chartered Accountants Indore isproposed to be re-appointed i
as Statutory Auditors of the Company. They being eligible offer themselves forre-appointment. The board recommends their re-appointment. They will hold office from theconclusion of this Annual General meeting till the conclusion of 41 st Annual GeneralMeeting of the company. The company has received certificate from the Auditors to theeffect that their appointment if made would be within prescribed limits u/s 141 (3) (g)of the Companies Act 2013 and that they are not disqualified for appointment.
15. AUDITOR'S OBSERVATIONS :
STATUTORY AUDIT: Clarifications / explanations on the observations made by theauditor's in the audit Report are as follows:
Indian bank (lead bank) had filed a case in debt recovery tribunal (DRT) Mumbai underapplication No.24 of 2011 on behalf of consortium of bankers/lenders for recovery of dueshence interest for bankers/institution has not been provided for the year. Indian bank hadauctioned both the manufacturing facilities of the company at GIDC Ankleshwar underSARFAESI Act in February 2012.
Huge losses and deficit in current assets have been due to very low utilization ofproduction facilities during the past which in turn was on account of paucity of workingcapital. The annual accounts of the company have been prepared on Going Concern Assumptionbasis.
Since the notes to the accounts as referred in the auditors' report are seifexplanatory for all other observations of the auditors no further clarifications arerequired from the management.
SECRETARIAL AUDIT : The Company has not been operational and hence it is difficult tofind a suitable Company Secretary as well as Chief Financial Officer. The CMD has beenacting as Compliance Officer of the Company. Further since the company has not beenoperational therefore Internal Auditor has not been appointed by the Company.
Miss Zainab M.Laila Woman Director of the company resigned w.e.f. 20/12/2017 due toher pre-occupation. The management has been trying for appointment of Woman Director butnobody has consented to join the Board looking to the prevailing condition of thecompany and ongoing DRT case.
16. COST AUDIT:
During the year the company was not having any manufacturing facilities. Both thefacilities of the company i.e. weaving unit and process house at GIDC Ankleshwar wereauctioned by Indian Bank (lead Bank) under SARFAESI Act in February 2012 and henceprovisions for Cost Audit are not applicable to the Company for the year under review.
17. SECRETARIAL AUDIT:
In Pursuance of Section 204 of the Companies Act 2013 Shri Mohd Akram (COP No. 9411)a practicing Company Secretary has submitted the Secretarial Audit Report for the yearended 31st March 2018 and the same is annexed and forms part of the Director's report.
18. CORPORATE GOVERNANCE :
Regulations 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 as regards the compliance of corporate governance are not applicable tothe company since the paid up equity share capital of the company is not exceeding RupeesTen Crore and net worth is not exceeding Rupees Twenty Five Crore. A Certificate from theauditors is annexed.
19. Corporate Social Responsibility (CSR):
The company is not covered under the Companies (Corporate Social Responsibility) Rules2013. The Board of Directors have constituted a Corporate Social Responsibility (CSR)committee comprising of Shri Abdemanaf A. Hararwala Independent Director as chairman andShri Mazher. N. Laila and Shri Huned Harawala as members. The committee did not meetduring the year.
20. VIGIL MECHANISM:
In pursuant to the provisions of section 177(9)&(10) of the Companies Act 2013 AVigil Machanism for directors and employees to report genuine concerns has beenestablished.
21. EXTRACT OF ANNUAL RETURN :
The extract of annual return in form MGT-9 is annexed with this report.
22. PERFORMANCE EVALUATION:
The Company has devised a policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors as per SEBI (Listing obligation &Disclosure Requirements) Regulations 2015 & provisions of Companies Act2013. Theevaluation of all the Directors Committees and the Board as a whole was conducted basedon the criteria and framework adopted by the Board.
23. MANAGEMENT DISCUSSIONS AND ANALYSIS;
The Management Discussions And Analysis Report forms part of this report for the yearended 31st March 2018 and annexed thereto.
24. LISTING WITH STOCK EXCHANGE:
The shares of the company are listed on Bombay Stock Exchange Ltd. (BSE). Stock Code is514414 and ISIN No. is INE 114D01015. The annual listing fees for the financial year2018-19 will be paid to BSE.
25. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
The company has not declared any dividend after the financial year ended 31/3/2000.Hence the company did not have any funds lying unpaid/ unclaimed for a period of Sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation And Protection Fund (IEPF).
26. OTHER MATTERS:
- The company has set up a committee to look into the complaints under the SexualHarassment of woman at Workplace (Prevention Prohibition And Redressal ) Act 2013. Nocomplaint relating to sexual harassment at work place has been received during the year.
- The company has an internal control system commensurate with its size of prevailingoperations.
- There are no changes and commitments affecting the financial position of the companyoccurred between the end of the financial year 2018 to which the financial statementsrelate and the date of the report.
- There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status of the company.
- No shares (including sweat equity shares) have been allotted under any scheme save orESOS.
- The company had received a notice dt. August 07 2017 from BSE Limited intimatingthat the company had been included in the list of suspected listed shell companies as perSecurities and Exchange Board Of India (SEBI).
The company made detailed representation to BSE explaining its past and presentposition. BSE vide its letter dt. 8/3/2018 has disposed of the representation filed by thecompany with the directions that (i) The Trading in Securities of the company shallcontinue to remain in GSM Stage VI as was directed vide SEBI letter dated August072017(ii) The Company is strictly directed to provide the information / documents assought by the Exchange within the stipulated time. Further the other actions envisaged inSEBI's letter dated August 072017 in paragraph
l.b) & 1.d) as may be applicable and the consequential action taken by theExchange shall continue to have effect against the company.
- As per Securities &Exchange Board of India (SEBI) circular No.SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dt. 20/4/2018 All physical shareholders have to submittheir PAN and Bank details etc. to RTA of the company. " Further as per SEBINotification No. SEBI/LAD-NRO/GN/2018/24 dt. 8/6/2018 request for effecting transfer ofsecurities (Equity Shares in case of your company) shall not be processed from theeffective date unless securities are held in dematerialized form with a depository. Allsuch shareholders are requested to follow the guidelines
of SEBI. Separate letters will be issued by the company in this regard as directed bySEBI.
- The information relating to Board of Directors and Shareholders are annexed inAnnexure 'A' with this report.
Your Directors express their gratitude to all stakeholders.
| ||For and on behalf of the Board of Director |
|Place: Mumbai ||Mazher N. Lai la |
|Date: 30th june 2018 ||Chairman & Managing Director |