Uniroyal Industries Limited
Your Directors are pleased to present the 26th Annual Report of the Company along withits Audited Financial Statements for the financial year ended March 31 2019.
The Company's financial performance for the year ended March 31 2019 is summarizedbelow:
| ||Consolidated ||Standalone |
|Particulars ||Financial Year Ended 31.03.19 ||Financial Year Ended 31.03.18 ||Financial Year Ended 31.03.19 ||Financial Year Ended 31.03.18 |
|Revenue from operations ||7807.95 ||6966.17 ||3087.31 ||2923.90 |
|Other Income ||22.29 ||23.78 ||19.53 ||23.69 |
|Total Revenue ||7830.24 ||6989.95 ||3106.84 ||2947.59 |
|Total Expenses ||7082.03 ||6404.53 ||2463.36 ||2472.23 |
|Finance Cost ||303.42 ||242.71 ||212.37 ||188.71 |
|Gross Profit after Finance Cost ||444.79 ||342.71 ||431.11 ||286.65 |
|But before Depreciation & Tax || || || || |
|Depreciation & Amortization ||281.72 ||247.31 ||270.04 ||236.48 |
|Expense || || || || |
|Profit Before Tax ||163.07 ||95.40 ||161.07 ||50.17 |
|Tax Expenses || || || || |
|- Current Tax ||40.13 ||25.27 ||39.33 ||13.82 |
|-Tax Adjustments ||(4.55) ||4.31 ||(4.96) ||4.33 |
|-Deferred Tax ||9.80 ||(24.95) ||10.09 ||(25.13) |
|Net Profit ||117.69 ||90.77 ||116.61 ||57.15 |
|Other Comprehensive Income/ ||2.27 ||1.44 ||2.27 ||1.44 |
|(Loss) || || || || |
|Profit/(Loss) for the period ||119.96 ||92.21 ||118.88 ||58.59 |
|Proposed Dividend ||0.00 ||0.00 ||0.00 ||0.00 |
|Carried to Balance Sheet ||119.96 ||92.21 ||118.88 ||58.59 |
|Paid up equity share capital ||826.87 ||826.87 ||826.87 ||826.87 |
|Reserves & Surplus ||915.93 ||795.96 ||833.84 ||714.96 |
REVIEW OF OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY
Total income from operations (Net of GST) increased from Rs. 2947.59 lacs to Rs.3106.84 lacs thereby registering an increase of 5.40% despite not so good businessenvironment during the year under consideration. Profit before tax registered an increaseof Rs. 110.90 lacs and has increased to Rs. 161.07 lacs from Rs. 50.17 lacs in previousyear ( an increase of 221.04%) due to better management. A M Textiles & KnitwearsLimited subsidiary of the company too was able to achieve higher turnover and as a resultconsolidated turnover increased to 7830.24 lacs from Rs. 6989.95 lacs in the previousyear. However due to decline of yarn prices profitability of the subsidiary declined andas a result consolidated profitability before tax rose to 163.07 lacs from 95.40 lacs inthe previous year i.e an increase of 70.93%.
The Company is hopeful of achieving higher sales and increased profitability in theensuing year.
In order to conserve resources to meet the financial requirements of Company'sexpansion plans in the near future the Directors of the Company express their inabilityto recommend any dividend for the Financial Year 2018-19.
AMOUNT CARRIED TO RESERVES
The Profit earned by the Company is retained in the Profit and Loss account of theCompany and no amount has been transferred to general reserve during the year underreview.
SUBSIDIARY COMPANIES JOINT VENTURES AND ASSOCIATE COMPANIES
During the year under review no company have become or ceased to be Company'ssubsidiaries joint venture or associate company. The company has only one 100% subsidiarycompany A M Textiles & Knitwears Limited particulars of which are attached in FormAOC-1 as per Annexure-I. The Annual Report contains the consolidated financial statementsof the holding company and its subsidiary duly audited by the statutory auditors and thesaid financial statements have been prepared in strict compliance with applicableAccounting Standards IND-AS and Listing Agreement SEBI (LODR) 2015. The consolidatedFinancial Statements presented by the company include financial results of the subsidiarycompany. A statement in respect of the subsidiary giving the details of capital reservestotal assets and liabilities details of investments turnover profit before taxationprovision of tax profit after taxation and proposed dividend is attached to this report.The company will make available the Annual Accounts of the subsidiary company and otherrelated information to any member of the company who is interested in obtaining the same.The annual accounts of the subsidiary company are available for inspection at theregistered office of the company and that of the respective subsidiary between 11.00 A.Mto 1.00 P.M on all working days.
CONSOLIDATED FINANCIAL STATEMENT
The Company has one wholly owned subsidiary named "A M Textiles and KnitwearLimited" and the consolidated financial statements have been prepared withconsolidation to the financial statements of A M Textiles and Knitwear Limited.
In accordance with the Companies Act 2013 ("the Act") and AccountingStandard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accountingfor Investments in Associates and AS - 27 on Financial Reporting of Interests in JointVentures the audited consolidated financial statement is provided in the Annual Report.
MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OFREPORT
No material changes and commitments have occurred from the date of closure of theFinancial Year 2018-19 year till the date of finalization of this Report which has anyeffect over the financial position of the Company.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act 2013 do not apply over theCompany as there was no dividend declared and paid in the previous financial year 2017-18and therefore no amount was transferred to the Investor Education and Protection Fundduring the financial year 2018-19.
ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING 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 Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is as follows :
|(A). Conservation of Energy || |
|i) The steps taken or impact on conservation of energy ||NIL |
|ii) The steps taken for utilizing alternate sources of energy ||NIL |
|iii) The capital investment on energy conservation equipments ||NIL |
|(B.) Technology Absorption || |
|i) The efforts made towards technology absorption ||NIL |
|ii) The benefits derived like product improvement cost reduction product development or import substitution ||N.A. |
|iii) In case of imported technology(imported during the last 3 years reckoned from the beginning of the Financial Year) ||N.A. |
|a) The details of Technology imported || |
|b) The year of Import || |
|c) Whether the technology been fully absorbed || |
|d) If not fully absorbed areas where absorption has not taken place and the reasons thereof || |
|iv) The expenditure incurred on Research and Development ||NIL |
|(C). Foreign Exchange Earnings and outgo || |
|i) The foreign exchange earned in terms of actual inflows during the year ||RS. 6704453/- |
|ii) The foreign exchange outgo during the year in terms of actual outflows ||RS. 1405403/- |
The Company has neither accepted nor renewed any deposits from public during the yearunder review and as such no amount on account of principal or interest on deposits frompublic was outstanding as on the date of the balance sheet.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
There were no loans guarantees or investments made by the Company as per Section 186of the Companies Act 2013 during the year under review and hence the said provision isnot applicable.
PARTICULARS OF THE CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. Further Your Directors draw attention of the members to Note 10 to the financialstatement which sets out related party disclosures. The information on transactions withrelated parties pursuant to Section 134(3)(h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 are given in as Annexure - II in Form AOC-2and same forms the part of this report.
The company complies with all applicable secretarial standards issued by the Instituteof Company Secretaries of India. All the provisions of Secretarial Standards I andSecretarial Standards II in respect of the meeting of the Board of Directors and generalMeetings respectively has been complied with.
The Company had Seven Board meetings during the financial year under review.
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The Company's Policy relating to selection and appointment of Directors payment ofManagerial remuneration Directors' qualifications positive attributes independence ofDirectors and other related matters as provided under Section 178(3) of the Companies Act2013 is furnished in Annexure - IIIA & IIIB and is attached to this report.
RISK MANAGEMENT POLICY
In terms of the provision of section 134 of the Companies Act 2013 a risk managementpolicy is set out in the Annual Report of the company. The risk management policy coverthe areas of capital risk liquidity requirements and credit risks. The policy document isfurnished in Annexure IIIC and is attached to this Report.
The extracts of the annual Return pursuant to the provisions of Section 92(3) readwith Rule 12 of the Companies (Management and administration) Rules 2014 is furnished inForm MGT-9 and is attached as Annexure-IV to this Report.
SECRETARIAL AUDITOR AND SCERETARIAL AUDITOR'S REPORT
The Board has appointed Mr. Manish Aggarwal Practising Company Secretary (M. No.6714) to conduct Secretarial Audit for the financial year 2018-19. The Secretarial AuditReport for the financial year ended March 31 2019 is annexed herewith this Report. Copyof the Secretarial Audit Report in Form MR-3 issued by the practicing company secretary isenclosed as Annexure V.
The Secretarial Auditors' Report does not contain any qualification reservation oradverse remark.
BOARD OF DIRECTORS
The Board consists of Executive and Non executive Directors including independentDirectors who have varied experience in different disciplines of corporate functioning. Inaccordance with the provisions of the Act and the Articles of Association of the CompanyMr. Arvind Mahajan Managing Director of the Company retire by rotation at the ensuingAnnual General Meeting and being eligible have offered himself for reappointment. TheBoard recommends the appointment of Mr. Arvind Mahajan as Managing Director of the companyliable to retire by rotation. In accordance with the provisions of the Act and theArticles of Association of the Company Mr. Akhil Mahajan Executive Director of theCompany retire by rotation at the ensuing Annual General Meeting and being eligible haveoffered himself for re-appointment. The Board recommends the appointment of Mr. AkhilMahajan as Executive Director of the company liable to retire by rotation. The term ofMrs. Rashmi Mahajan as an Executive Director of the company came to an end on 31.03.2019and therefore in the meeting of the Board of Directors held on 30.03.2019 it was proposedto reappoint Mrs. Rashmi Mahajan as an Executive Director for a period of 3 years w.e.f.1st April 2019. The said appointment will be subject to the consent of the members of thecompany to be attained at the ensuing Annual General Meeting Further Pursuant toRegulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the company has obtained Certificate ofNon-Disqualification of Directors from Mr. Manish Aggarwal Practicing company Secretaryand the said certificate is enclosed as ANNEXURE VI.
None of the Directors on the Board of the Company as stated below for the FinancialYear ending on 31st March 2019 have been debarred or disqualified from being appointed orcontinuing as Directors of companies by the Securities and Exchange Board of IndiaMinistry of Corporate Affairs or any such other Statutory Authority.
DISCLOSURE ABOUT KEY MANAGERIAL PERSONNEL
The company has following Key Managerial Personnel:
1. Mr. Arvind Mahajan as the Chairman & Managing Director
2. Mrs. Rashmi Mahajan Whole Time Director
3. Mr. Akhil Mahajan Whole Time Director
4. Mr. Abhay Mahajan Whole Time Director
5. Ms. Meenakshi Company Secretary and Compliance Officer
6. Mr. Nasib Kumar Jaryal Chief Financial Officer
Ms. Meenakshi Qualified Company Secretary was appointed as the Company Secretary andcompliance officer of the company w.e.f. 28.02.2019. Mr. Nasib Kumar Jaryal was appointedas the Chief Financial Officer of the company w.e.f. 28.02.2019.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 westate that during the year under report none of the employees drew remuneration in excessof the limits set out in the said rules.
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures Under Section 149(7) of theCompanies Act 2013 to the Board that they fulfill all the requirements and criteria asstipulated in Section 149(6) of the Companies Act 2013 read with Regulation 16 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 so as to qualifythemselves to be appointed as Independent Directors under the provisions of the CompaniesAct 2013 and the relevant rules.
The Audit Committee consists of the following members:
a. Mr. Anirudh Khullar b. Mr. Sushil Gupta c. Mr. Akhil Mahajan
The Audit Committee consists of two independent Directors viz. Mr. Anirudh Khullar andMr. Sushil Gupta and one executive Director Mr. Akhil Mahajan.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee consists of the following members:
a. Mr. Anirudh Khullar b. Mr. Hasan Singh Mejie c. Mr. K.K. Malik
All the members of the Nomination and Remuneration Committee are independent.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee consists of the following members:
a. Mr. Anirudh Khullar b. Mr. Hasan Singh Mejie c. Mr. Sushil Gupta
All the members of the Stakeholders Relationship Committee are independent.
There were no complaints filed by any of the shareholders or any other stakeholders ofthe company during the year under review.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review as stipulatedunder schedule V and Regulation 34 of the SEBI (LODR) regulations 2015 is presented in aseparate section forming part of the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
a) In the preparation of the annual accounts for the year ended March 31 2019 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgements 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 2019 and of the profit ofthe Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern' basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
PROVIDING VIGIL MECHANISM
The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of Company's employees and theCompany.
AUDITORS AND AUDITOR'S REPORT
M/s A G P R S & Associates Chartered Accountants Statutory Auditors of theCompany hold office till the conclusion of the ensuing Annual General Meeting. Sincetheir maximum term for which an auditor firm can be appointed under the Companies Act2013 has expired they are not eligible for re-appointment.
M/s Gopal Bhargawa & Co Chartered Accountants has been proposed to be appointed asthe Statutory Auditor of the company. They have confirmed their eligibility to the effectthat their appointment if made would be within the prescribed limits under the CompaniesAct 2013 and that they are not disqualified for re-appointment. The Board recommendstheir re appointment as auditors of the company for the financial year 2019-20.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.
COST AUDITORS AND COST AUDITOR'S REPORT
As the Company does not come under the ambit of the provisions of Section 148 ofCompanies Act 2013 and Companies (Cost Records and Audit) Rules 2014 thereforemaintenance of Cost Records and requirement of Cost Audit is not applicable to the companyfor Financial Year 2018-19.
INTERNAL CONTROL SYSTEM
The company's internal control system is commensurate to the size and nature of itsbusiness and it ensures timely and accurate financial reporting in accordance with theapplicable accounting standards; optimum utilization efficient monitoring timelymaintenance and safety of assets; compliance with applicable laws regulations listingagreement and management policies; effective Management information system and review ofother systems. During the year such controls were tested and no reportable materialweakness in the design or operation were observed.
LISTING STATUS OF SHARES
Shares of your company are listed on The Stock Exchange of Mumbai (BSE). Your companyis regular in paying annual listing fees to the concerned stock exchange. There was nochange in Authorized/Paid up capital during the year.
(A) BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
(B) SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
(C) BONUS SHARES
No Bonus Shares were issued during the year under review.
(D) EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act 2013 and Companies (CorporateSocial Responsibility Policy) Rules 2014 are not applicable to the company and thereforethe Company has not developed and implemented any Corporate Social Responsibility Policyor initiatives.
PREVENTION PROHIBITION AND REDRESSEL OF SEXUAL HARRASMENT OF WOMEN AT WORKPLACE
The act "Prevention Prohibition and Redressal of Sexual Harassment of Women atWorkplace Act 2013" provides for protection against the sexual harassment of womenat workplace and for the prevention and redressal of complaints of sexual harassment andfor matters connected therewith or incidental thereto. The Company has developed policy onprevention of sexual harassment at workplace as per the provisions of the Act. During theperiod under review no instances of Sexual Harassment or any other kind of misconduct withWomen has been recorded by the Company.
Details of the incidents recorded in the year under reviewed are mentioned below:
1.Number of Complaints filed during the financial year: NIL
2.Number of complaints disposed off during the financial year: NIL 3.Number ofcomplaints pending as on end of financial Year: NIL
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
4. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.
5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
PERSONNEL AND INDUSTRIAL RELATIONS
The Employee relations continued to be cordial. The Directors express theirthankfulness to the employees for their sincere contribution at all levels.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the Banks Government authorities customers vendors andmembers during the year under review. Your Directors also wish to place on record theirdeep sense of appreciation for the committed services by the Company's executives staffand workers.
| || ||For and on behalf of the Board |
|Dated: 30th May 2019 ||(Arvind Mahajan) ||(Akhil Mahajan) |
|Place: Panchkula ||Managing Director ||Executive Director |
| ||DIN No. 00007397 ||DIN No. 00007598 |