FOR THE FINANCIAL YEAR 2020-21
Your Directors have pleasure in presenting their33rd Annual Report on the business andoperations of the Company together with the Audited Statement of Accounts for the yearended 31st March 2021.
During the year under review financial performance of your Company was as under:
|Particulars ||31st March 2021 ||31st March 2020 |
| ||(Rs. In Lakhs) ||(Rs. In Lakhs) |
|Total Income ||890.27 ||7.66 |
|Profit/(Loss) before Interest and Depreciation ||- ||- |
|Before prior period adjustment ||(493.06) ||(412.50) |
|Previous year adjustments & Extra Ordinary Items ||- ||- |
|Profit / (Loss) before Interest and Depreciation ||(493.06) ||(412.50) |
|Less : Interest for the year ||3.50 ||44 37 |
|Profit / (Loss) before Depreciation ||(496.56) ||(456.87) |
|Less: Depreciation ||273.05 ||283.74 |
|Profit /(Loss) before Tax ||(769.61) ||(740.61) |
|Profit /(Loss) from Discontinued Operation ||- ||(6.88) |
|Profit /(Loss) after Discontinued Operation ||(769.61) ||(747.49) |
|Less : Provision for taxation ||- ||- |
|Comprehensive Income ||7.86 ||653.28 |
|Profit / (Loss) after Tax for the year ||(761.75) ||(94 21) |
|Add. Balance Brought Forward from the Previous year ||(123546.19) ||(123451.98) |
|Profit/(Loss) carried to Balance Sheet ||(124307.94) ||(123546 19) |
STATE OF COMPANY'S AFFAIRS:
During the year under review total revenue was Rs. 890.27 Lakhs as against Rs. 7.66Lakhs in the previous year. There was a Cash loss to the tune of Rs. 493.06 Lakhs asagainst Cash Loss of Rs. 412.50 Lakhs before interest & depreciation in the previousyear.
Company encountered many challenges during the year under review like: economicsluggishness that affected consumer sentiment suspension of work due to labour unrest;the relatively low scale of operations made it difficult to cover overheads interest anddepreciation. The Central Government implemented the GST in July 2017. Even as theimplementation of GST was perhaps the most significant taxation reform in the history ofindependent India the resultant teething issues impacted the textile sector unfavourablyinitially. Concurrently appreciation of the Indian rupee through the course of the yearaffected export prospects. Besides synthetic yarn was earlier subject to a countervailingduty. Moreover due to continuous pandemic of Covid-19 growth of the textiles sector hasbeen deeply affected due to fall in global as well as local demand of products. Work atCompany's plant at Raipur remains suspended due to industrial unrestand violence.
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 toIndoworth India Limited by virtue of an inter se agreement between ARCIL and IndoworthIndia Limited Dispute arose between ARCIL and Indoworth India Limited (IWIL) which leadto filing of a Suit for specific performance for sale of Assets of the company by IWILbefore the Hon'ble High Court of Calcutta wherein Company was also impleaded as a party.Besides the said Suit various other proceedings were also initiated before the otherforums. ARCIL IWIL and the Company have arrived at settlement and after making payment asper the Agreement by IWIL through its nominee and the partial balance payment to be madeas per the Agreement the said Suit has been disposed in terms of settlement Agreement. Inview of the settlement between the parties IWIL being in possession of the assetspursuant to the Agreement between the parties is continued to hold the assets having beentransferred to it. The necessary adjustments in the financial statements if requiredwould be made upon final adjudication of the other proceedings pending adjudication beforeother forum.
In view of huge accumulated losses the Directors regret their inability to recommendany dividend for the Financial Year 2020-21.
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.
CHANGE IN NATURE OF BUSINESS:
No change in the nature of the Business taken place during the year under review
CHANGES IN SHARE CAPITAL:
During the Financial Year 2020-21 there have been no changes in the share capital ofthe Company. 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:
a. in the preparation of the annual accounts for the financial year ended 31st March2021 the applicable accounting standards have been followed and there are no materialdepartures;
b. 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 ofthe profitof the Company for that period;
c. 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
d. they have prepared the annual accounts on a going concern basis;
e. 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;
f. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
The Pandemic "COVID-19" spread has severely impacted business around theworld including India. There has been severe disruption in regular business operations dueto lockdown and emergency measures taken by the Government. The Management has made adetailed assessment of the impact of COVID-19 pandemic and the resultant lockdown on thesignificant uncertainties involved in developing some of the estimates involved inpreparation of the financial statements including but not limited to its assessment ofliquidity and going concern recoverable values of its property plant and equipment andthe net realisable values of other assets. Based on information available as of this dateManagement believes that no further adjustments are required to the financial statements.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNELS:
Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr Ravendra PalSingh (DIN. 07602850) Director is liable to retire by rotation and being eligibleoffers himself for re-appointment and the same is proposed for approval at the ensuingAGM.
During the year under review there have been no changes in the Constitution of theBoard
Since the last Annual General Meeting Mr. Rajappen Ramesh Kumar (DIN. 08396594)Executive Director of the Company has been resigned from the Board. He is also resigned asChief Financial Officer of the Company with effect from 05.07.2021.
Ms. Rinki Jain has resigned as Company Secretary and Compliance Officer of the Companywith effect from 29.01.2021 and Mrs. Ranu Dey Talukdar was appointed as Company Secretaryand Compliance Officer of the Company with effect from 10.03.2021. She has been alsoappointed as Chief Financial Officer of the Company with effect from 05.07.2021.
DECLARATION BY INDEPENDENT DIRECTORS:
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.
Your Company has not accepted any deposit within the meaning of deposits covered underChapter V of the Companies Act 2013.
The Company did not accept/renew any fixed deposits from public and no fixed depositswere outstanding or remained unclaimed as on March 312021.
NUMBER OF BOARD MEETINGS:
During the Financial Year 2020-21 the Board of Directors of the Company met 7 (Seven)times details of the meetings has been given in the Corporate Governance Report whichforms part of this report.
COMMITTEE COMPOSITION AND MEETING DETAILS:
The details pertaining to composition of various Committees are included in theCorporate Governance Report which forms part of this report.
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.
EXTRACT OF ANNUAL RETURN:
The extract of Annual Return in format MGT -9 for the Financial Year 2020-21 has beenenclosed with this report as "Annexure III".
CORPORATE SOCIAL RESPONSIBILITIES:
The provisions of Section 135 of the Companies Act 2013 in connection with CorporateSocial Responsibility are not applicable to the Company since the Company falls below thethreshold limits
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.
M/s. Khandelwal Ray & Co. Chartered Accountants (Firm Registration Number302035E) has been appointed as the Statutory Auditors of the Company to hold office for aterm of 5 (five) consecutive years from the conclusion of 29th Annual General Meeting heldon 23.09.2017 until the conclusion of the 34th Annual General Meeting of the Company.
The Company has appointed M/s. Sakshi Aggarwal & Co Chartered Accountants as anInternal Auditors of the Company for the Financial Year 2021-22.
The Company had appointed M/s. Sanat Joshi & Associates Cost Accountants as CostAuditors with the approval of the Central Government for audit of cost records maintainedby the Company forthe Financial Year 2021-22.
In terms of Section 204 of the Companies Act 2013 the Board of Directors at theirmeeting held on 30th April 2021 have appointed M/s K K Sanganeria & AssociatesPracticing Company Secretaries as Secretarial Auditor for conducting Secretarial Auditof the Company for the Financial Year 2021 -22. Report of the Secretarial Auditor for thefinancial year ended 31.03.2021 is given as "Annexure ll" which forms part ofthis report.
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 unless dispute is settled on similar line as agreedwith ARCIL and recorded in the order of the Hon'ble High Court of Calcutta
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).
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.
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.
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 as "Annexure I" which forms part ofthis 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 reviews the same. No RiskManagement Committee has been constituted since it is not covered by the requirements ofthe SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015 the Board of Directors has carried out an annualevaluation of its own performance Board committees and individual directors pursuant tothe provisions of the Act. The performance of the Board was evaluated by the Board afterseeking inputs from all the directors on the basis of the criteria such as the Boardcomposition and structure effectiveness of board processes information and functioningetc.
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 ofnon-independent directors performance of the Board as a whole and elected Chairman of theeach meeting was evaluated taking into account the views of executive directors andnon-executive directors. The same was discussed in the board meeting that followed themeeting of the independent Directors at which the performance of the Board itscommittees and individual directors was also discussed
The Nomination and Remuneration Committee as specified u/s 178 of the CompaniesAct 2013 was formed 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 on10.032021 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 |
|Mrs. Silpi Chakraborty ||Chairperson ||Non- Executive & Independent |
|Mr. Kishore Jhunjhunwala ||Member ||Non- Executive & Independent |
|Mr. Ravendra Pal Singh ||Member ||Non- Executive & Non-Independent |
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 CompaniesAct 2013 the Annual Report excluding the aforesaid information is being sent to theMembers of the Company and others entitled thereto. The said information shall be keptopen for inspection at the Registered Office of the Company on every working day of theCompany between 10 a.m. to 12 noon up to the date of the forthcoming Annual GeneralMeeting.
POLICY FOR REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES:
The Company recognizes the fact that there is a need to align the business objectivewith the specific and measurable individual objectives and targets.
The remuneration policy of the company can be accessed to its website i.e.www.uniworth.com
RECEIPT OF ANY COMMISSION BY MD/WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION /REMUNERATION FROM ITS HOLDING OR SUBSIDIARY:
No receipt of any commission by MDAA/TD from a Company has been made.
DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES:
Your Company doesn't have any subsidiary joint venture or associates.
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 CONTROL WITH REFERENCE TO THEFINANCIAL 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.com
HEALTH SAFETY AND 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 2021 the Company has not received anycomplaints pertaining to Sexual Harassment.
Industrial Relations continued to remain cordial throughout the year. Your Directorswish to place on record their appreciation for dedicated and sincere services rendered bythe executives staff and workmen at all levels.
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.
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 |
| ||Kishor Jhunjhunwala ||P K Vasavan |
|Place: Kolkata ||Director ||Director |
|Date: 30th August 2021 ||DIN : 00035091 ||DIN : 08396593 |