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Uniworth Ltd.

BSE: 514144 Sector: Industrials
NSE: WOOLWORTH ISIN Code: INE207A01013
BSE 00:00 | 17 Feb 0.71 0.03
(4.41%)
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NSE 05:30 | 01 Jan Uniworth Ltd
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VOLUME 5000
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Buy Price 0.71
Buy Qty 240.00
Sell Price 0.71
Sell Qty 60.00
OPEN 0.68
CLOSE 0.68
VOLUME 5000
52-Week high 0.71
52-Week low 0.60
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.71
Buy Qty 240.00
Sell Price 0.71
Sell Qty 60.00

Uniworth Ltd. (WOOLWORTH) - Director Report

Company director report

FOR THE FINANCIAL YEAR 2017-2018

To

The Members

Your Directors have pleasure in presenting their 30th Annual Report on the business andoperations of the Company together with the Audited Statement of Accounts for the yearended 31 st March 2018.

FINANCIAL HIGHLIGHTS

During the year under review financial performance of your Company was as under:

Particulars 31st March 2018 31st March 2017
(Rs. In Lakh) (Rs. In Lakh)
Total Income 12519.60 11869.83
Profit/(Loss) before Interest and Depreciation
Before prior period adjustment 323.51 (1365.41)
Previous year adjustments & Extra Ordinary Items 11.20 58.50
Profit / (Loss) before Interest and Depreciation 312.31 (1423.91)
Less : Interest for the year 5391.77 5361.16
Profit / (Loss) before Depreciation (5079.46) (6785.07)
Less: Depreciation 301.79 449.33
Profit /(Loss) before Tax (5381.25) (7234.40)
Profit /(Loss) from Discontinued Operation (28.56) (108.42)
Profit /(Loss) after Discontinued Operation (5409.81) (7342.82)
Less : Provision for taxation - -
Comprehensive Income (94.10)
Profit / (Loss) after Tax for the year (5503.91) (7342.82)
Add: Balance Brought Forward from the Previous year (113573.91) (106231.09)
Profit/(Loss) carried to Balance Sheet (119077.82) (113573.91)

STATE OF COMPANY'S AFFAIRS :

During the year under review total revenue was Rs.12519.60 Lakhs as against Rs.11869.83 Lakhs in the previous year. There was a Cash profit to the tune of Rs.3.23 Croresas against Cash Loss of Rs. 13.65 Crores before interest & depreciation in theprevious year.

BUSINESS/FUTURE OUTLOOK :

Demand for textile products have been stagnant on a global basis and have consequentlyaffected the Companies in India as well. Coupled with this high inflation costs andsporadic fiscal instability in certain global markets was a cause of concern. However theCompany is optimistic about the future owing to its determined efforts to make itspresence felt in the global scenario as well as to simultaneously develop domestic market.

PROCESS OF RESTRUCTURING :

Under the provisions of Securitisation and Reconstruction of Financial Assets andEnforcement of Security Interest Act 2002 (SARFAESI Act) ARCIL had taken over possessionof the secured assets of the Company's

plants and has handed over the possession to Indoworth India Limited by virtue of aninter se agreement between ARCH and Indoworth India Limited. Dispute arose between ARCILand Indoworth India Limited (IWIL) which lead to filing of a Suit for specific performanceby IWIL before the Hon'ble High Court of Calcutta wherein Company was also impleaded as aparty. Besides the said Suit various other proceedings were also initiated before theother forums. ARCIL IWIL and the Company have arrived at settlement and after makingsubstantial deposits by IWIL and the partial balance payment to be made as per theAgreement the said Suit has been disposed off as per terms of settlement. In view of thesettlement between the parties IWIL being in possession of the assets pursuant to theAgreement between the parties is continued to hold the assets. The necessary adjustmentsin the financial statements if required would be made upon final adjudication of theother proceedings pending adjudication before other forum. The Company's businesscontinued throughout the year as usual.

CHANGES IN SHARE CAPITAL :

During the Financial Year 2017-18 there have been no changes in the share capital ofthe Company. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS :

The Company has not issued any Equity Shares with differential Rights during thefinancial year. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS :

The Company has not issued any Employee Stock Options during the financial year.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES :

The Company has not issued any Sweat Equity Shares during the financial year.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY :

No material changes affecting the financial position of the Company occurred betweenthe end of the financial year to which this financial statements relate on the date ofthis report.

DIVIDEND :

In view of huge accumulated losses the Directors regret their inability to recommendany dividend for the Financial Year 2017-18.

DEPOSITS :

Your Company has not accepted any deposit within the meaning of deposits covered underChapter V of the Companies Act 2013.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

i. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

iii. they 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;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively exceptdeficiencies in operating effectiveness in respect of old outstanding of tradereceivables advances to parties and some old creditors for expenses;

vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL :

Mr. T. C. Jain (DIN: 07144151) retire by rotation at the ensuing Annual GeneralMeeting and being eligible offer himself for re-appointment.

During the Financial Year 2017-18 Mr. Akash Ghuwalewala has been appointed as CompanySecretary w.e.f. 31st March 2018 and subsequently he has resigned as Company Secretaryw.e.f. 30th July 2018.

Since the last Annual General Meeting Mr. Praveen Prahladka has been appointed asCompany Secretary w.e.f. 30th July 2018.

DECLARATION BY INDEPENDENT DIRECTOR :

Pursuant to Section 149(7) of the Companies Act 2013 Independent Directors of theCompany have made a declaration confirming the compliance of the conditions of theindependence stipulated in Section 149(6) of the Act.

PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186 :

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 forms part of the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

Related party transactions that were entered during the financial year were on arm'slength basis and in the ordinary course of business. There were no materially significantrelated party transactions which were in conflict of the Company.

AMOUNTS TRANSFERRED TO RESERVES :

In view of huge accumulated losses and current year's losses your Directors wereunable to transfer any amount to the General Reserve Account.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO :

The details pertaining to conservation of energy technology absorption foreignexchange earnings and outgo are provided asAnnexure I which forms part of this report.

RISK MANAGEMENT POLICY :

In terms of Section 134 (3) (n) of the Act the Board of Directors has adopted acomprehensive risk management policy which includes identification of element of risk itsmitigation and other related factor. The Board periodically review the same. In view ofParagraph 4.1 of SEBI Circular CIR/CFD/POLICY CELL/2/2014 dated 17th April 2014 no RiskManagement Committee has been constituted since it is not covered by the requirements ofthe above-mentioned Paragraph.

CORPORATE SOCIAL RESPONSIBILITIES :

The provisions of Section 135 of the Act in connection with Corporate SocialResponsibility are not applicable to the Company since the Company falls below thethreshold limits.

BOARD EVALUATION :

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015 the Board of Directors has carried out anannual evaluation of its own performance Board committees and individual directorspursuant to the provisions of the Act. The performance of the Board was evaluated by theBoard after seeking inputs from all the directors on the basis of the criteria such as theBoard composition and structure effectiveness of board processes information andfunctioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

In a separate meeting of independent Directors performance of non-independentdirectors performance of the Board as a whole and elected Chairman of the each meetingwas evaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.

• The Nomination and Remuneration Committee asspecified u/s 178 of the CompaniesAct 2013 wasformed with a view to reviewing and making recommendations on annualsalaries performance commissions perquisite and other employment conditions ofExecutives and Officials. The Committee's also takes into consideration remunerationpractices followed by leading Companies as well as information provided by reputedconsultants while determining the overall remuneration package.

• During the year under review the Nomination and Remuneration Committee met 1(one) time details of the meeting have been given in Corporate Governance Report whichforms part of this report.

• The following are the members of the Committee at present:

Name Designation * Executive/Non-Executive/Independent
Mr. Kishore Jhunjhunwala Member Non- Executive & Independent
Mrs. Silpi Chakraborty Member Non- Executive & Independent
Mr. Tara Chand Jain Member Non- Executive & Non-Independent

* Members present at the meeting elect one of themselves as Chairman of the Meeting.

RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES

The information as required under Section 197 of the Companies Act 2013 read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isavailable. In terms of Section 136 (1)

read with its relevant provisions of the Companies Act 2013 the Annual Reportexcluding the aforesaid information is being sent to the Members of the Company and othersentitled thereto. The said information shall be kept open for inspection at the RegisteredOffice of the Company on every working day of the Company between 10 a.m. to 12 noon up tothe date of the forthcoming 30th Annual General Meeting.

CORPORATE GOVERNANCE REPORT:

A Report on Corporate Government together with a Certificate from the Auditors oncompliance thereof required under Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed hereto and forms a part of this report.

MANAGEMENT DISCUSSION ANALYSIS REPORT :

The Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 with theStock Exchanges in India is presented in a separate section which forms part of theAnnual Report.

NUMBER OF BOARD MEETINGS :

During the Financial Year 2017-18 the Board of Directors of the Company met seventimes details of the meetings has been given in the Corporate Governance Report whichforms part of this report.

AUDIT COMMITTEE :

The observations made by Auditors in their Auditor's Report with reference to notes tofinancial statements are self explanatory and need no comments forms part of this report.

STAKEHOLDERS RELATIONSHIP COMMITTEE :

The Details pertaining to composition of Stakeholders Relationship Committee areincluded in the Corporate Governance Report which forms part of this report.

AUDITORS' REPORT :

The observations made by Auditors in their Auditor's Report with reference to notes tofinancial statements are self explanatory and need no comments forms part of this report.

INTRODUCTION OF INDIAN ACCOUNTING STANDARDS (IND AS):

As per the Directions issued by Ministry of Corporate Affairs the companies and theirauditors shall comply with Indian Accounting standards for the accounting periodsbeginning on or after 1st April 2018 with comparatives for the periods ending on 31stMarch 2018 for companies whose equity or debt securities are listed or in the process ofbeing listed on any stock exchange in India or outside India and having networth of lessthan Rs. 500 Crores. The Company has already implemented the same.

STATUTORY AUDITORS :

M/s. Khandelwal Ray & Co. Chartered Accountant (Firm Registration Number302035E) were appointed as Statutory Auditors of the Company by the members at the 29thAnnual General Meeting held on 23.09.2017 for a period of 5 consecutive subject toratification by the Members at every Annual General Meeting.

The first proviso to Section 139 of the Companies Act 2013 which provided for theratification of appointment of the Statutory Auditors by the Members at every AnnualGeneral Meeting has been omitted by the Companies Amendment Act 2017 w.e.f. 7th May 2018Hence the appointment of Statutory Auditors shall continue to be valid till theconclusion of the 5 consecutive Annual General Meeting and no ratification of appointmentof Statutory Auditors is required at the ensuing Annual General Meeting.

APPOINTMENT OF INTERNAL AUDITOR :

The Company has appointed M/S. Sakshi Aggarwal & Co. Chartered Accountants as anInternal Auditor of the Company for the financial year 2018-19.

COST AUDITOR :

Your Company had appointed M/s Sanat Joshi & Associates Cost Accountants as CostAuditors with the approval of the Central Government for audit of cost recordsmaintained by the Company for the financial year 2018-19.

SECRETARIAL AUDITOR :

In terms of Section 204 of the Companies Act 2013 the Board of Directors at theirmeeting held on 5th June 2017 have appointed M/s K K Sanganeria & AssociatesPracticing Company Secretaries as Secretarial Auditor for conducting Secretarial Auditof the Company for the Financial Year 2018-19. Report of the Secretarial Auditor for thefinancial year ended 31.03.2018 is given as "Annexure II" which forms part ofthis report.

BOARDS VIEW :

The dues of the majority of lenders stands settled through Indoworth India Limited byits nominee vide order of Hon'ble High Court of Calcutta while dues of other lenders arealso proposed to be settled on the same line. Some of the lenders have though agreed whileothers have not responded. Consequently the Company has filed a suit for declaration andspecific performance of agreement of settlement on similar lines before Hon'ble High Courtof Calcutta which is sub-judice. These lenders had though in the past filed recoveryproceedings which are sub-judice before the Courts/Tribunals/Forums.

The loss and damages caused to the borrower by the lender is much more than the amountlent. Hence figures of the borrowed amount shown in the balance sheet after dueadjustments with the said loss and damages may result in entitlement to recoversubstantial amount from the lender.

Under these facts and circumstances the figures of borrowed amount in this balancesheet cannot be considered as admission if any of the claim of lender(s).

EXTRACT OF ANNUAL RETURN :

The extract of Annual Return in format MGT -9 for the Financial Year 2017-18 has beenenclosed with this report as "Annexure III".

SUBSIDIARY COMPANIES :

The Company does not have any subsidiary company.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL :

No significant & material order has been passed by the Regulators or Courts orTribunal in any other case. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLWITH REFERENCE TO THE FINANCIAL STATEMENTS :

The Company has adequate internal control procedures commensurate with the size scaleand complexity of its operations which are well supplemented by surveillance of InternalAuditors.

DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM :

In pursuant to the provision of Section 177(9) & (10) of the Companies Act 2013the Company has formulated a Whistle Blower Policy to establish a vigil mechanism forDirectors and employees of the Company to report concerns about unethical behavior actualor suspected fraud or violation of the company's code of conduct or ethics policy. TheWhistle Blower Policy is available on the website of the Company i.e. www.uniworth.comHEALTH SAFETYAND ENVIRONMENT PROTECTION :

The Company has complied with all the applicable environmental law and labour laws. TheCompany has been complying with the relevant laws and has been taking all necessarymeasures to protect the environment and maximize worker protection and safety.

POLICY ON PREVENTION OF SEXUAL HARASSMENT :

The Company is committed to provide a safe and conducive work environment to itsemployee and has formulated "Policy for Prevention of Sexual Harassment".

During the financial year ended 31st March 2018 the Company has not received anycomplaints pertaining to Sexual Harassment.

FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under Section 143(12) of theCompanies Act 2013 to the Audit Committee or the Board of Directors during the yearunder review.

PARTICULARS OF EMPLOYEES :

During the period under review no employee of the Company drew remuneration in excessof the limits specified under the provisions of Section 197(12) of the Companies Act readwith Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and hence no disclosure is required to be made in the AnnualReport.

ACKNOWLEDGEMENT :

Your Directors acknowledge with gratitude the co-operation and assistance received fromthe Central and State Government Financial Institutions Banks Shareholders and othersduring the year under review.

On Behalf of the Board
Rajesh Singh T. C. Jain
Executive Director Director
DIN: 07906684 DIN: 07144151
Place : Kolkata
Date: 14th August 2018

ANNEXURE -1 TO THE DIRECTORS REPORT

Particulars of Energy Conservation Technology Absorption and Foreign Exchange Earnings& Outgo required under the Companies (Accounts) Rules 2014

A. ENERGY CONSERVATION

As the cost per unit of Electricity Furnace Oil & Coal is regularly increasing itis our consistent endeavor to bring saving in energy consumption. Periodic energy auditsare conducted to improve energy performance and in line of that we have taken followingsteps to ensure conservation of the energy:

1) Changing of energy efficient LED Lights in place of Fluorescent Lights.

2) Installation of Inverters in Ring Frame Machinery which ensures energy saving.

3) Modification of compressor pipe line for energy conservation.

B. TECHNOLOGY ABSORPTION

TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION:

1. Efforts in brief made towards technology absorption adaptation and innovation The Company always keeps close contact with IWS CSIR and other Internationals Indian Research Institutes like Inter Wool Lab Silk Board etc. Various technical experts give their view and suggestion for improving technology. Technical Staff of the Company are sent abroad for training in new technology.
2. Benefit derived as a result of the above efforts Benefits derived are :-
e.g. products improvement cost reduction product development import substitution etc. Better capacity utilization in machine with improved quality.
Improvement in productivity per spindle and reduction in cost.
By optimizing relative temperature and relative humidity the company has saved considerable amount. By using the latest technology based energy efficient fuses chokes tube light ballasts and power cables etc. the Company has achieved a significant savings on electricity consumption.
3. In case of imported technology (Imported during last 5 years reckoned from the beginning of the financial year) following information may be furnished.
a) Technology imported Not Applicable
b) Year of Import Not Applicable
c) Status of Implementation Not Applicable

RESEARCH & DEVELOPMENT (R & D)

1. Specified areas in which R & D Carried out by the Company  

• Continuous improvement in Quality Standards to match the International Markets.

 

• Due to in house Research and Development Activities following products were developed and launched during the year.

i) Wool Wool blended with Polyester yarn.
ii) Siro and Sirolycra yarn in Wool and Polywool.
Hi) PolyesterA/iscose & polyester Acrylic yarn.
iv) Blending of Silk with Wool Nylon and Viscose.
Continuous technological and market innovation to match the changed requirements of the markets. Incorporated dyeing automation for better receipe management & consistency in shades. Research & Development lab and pilot plant in Dyeing Department started developing all kinds of shades.
2. Benefit derived as a result of the above R & D Implemented ISO-9001-2008-newquality management system duly certified by BIS.
3. Future plan of action Strengthening the research on quality improvement. To achieve total quality management cost reduction.
4. Expenditure on R & D
a) Capital NIL
b) Recurring Expenses incurred are charged to respective heads and are not allocated separately.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO :

2017-2018 2016-2017
(Rs. In Lakhs) (Rs. In Lakhs)
a) Foreign Exchange Earnings (Deemed Export) 164.35 1393.29
b) Foreign Exchange Outgo
i) CIF Value of Imports
Raw Material 2224.93 2260.11
Capital Goods 0 9.64
Components & Spare Parts 85.44 168.19
ii) Others 7.20 11.37
On Behalf of the Board
Rajesh Singh T. C. Jain
Executive Director Director
DIN: 07906684 DIN: 07144151
Place : Kolkata
Date: 14th August 2018