The Members of YARN SYNDICATE LIMITED
Your Directors present their 72nd Annual Report of the company together with theAudited Accounts for the Year ended on 31st March 2018.
FINANCIAL RESULTS :
| ||2017-2018 ||2016-2017 |
| ||Rs. in Thousand ||Rs. in Thousand |
|Revenue from Operations ||27325 ||82996 |
|Other Income ||45358 ||435 |
|Profit/(Loss) before Interest & Depreciation ||30836 ||1685 |
|Less: Interest ||390 ||714 |
|Depreciation ||750 ||811 |
| ||1140 ||1525 |
| ||29696 ||(160) |
|Add: Exceptional item ||- || |
|Profit/Loss before Tax ||29696 ||(160) |
|Less: Current & Deferred Tax Charge ||7687 ||116 |
|Profit/(Loss) after Tax ||22009 ||(44) |
|Add: Balance brought from last year ||(94362) ||(94318) |
|Balance carried forward to next year ||(72353) ||(94362) |
Your Directors do not recommend dividend on Equity Shares for the Financial Year ended31st March 2018.
TRANSFER TO RESERVES:
Your Directors do not propose to transfer any amount to the general reserves.
The paid up equity share capital as on 31st March 2018 was Rs. 375 lahks. During theyear under review the company has not issued shares with differential voting rights norgranted stock options nor sweat equity.
SUBSIDIARIES JOINT VENTURES & ASSOCIATE COMPANIES:
The Company does not have any subsidiaries joint ventures and associate companies.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
A Familiarization programme about roles rights and responsibilities of IndependentDirectors in the Company nature of industry in which the company operates business modelof the company etc. is in existence in the company.
Cash and cash equivalent as at 31st March 2018 was Rs. 1143557 (previous year: Rs.4407039). The company continues to focus on judicious management of its working capital.Receivables inventories and other working capital parameters were kept under strict checkthrough continuous monitoring.
During the financial year under review the company's export performance in yarn hasnot picked up mainly due to the unfavorable orders/enquiries from customers even thoughtrading activities have been undertaken during the year. The export market remains highlycompetitive and margins are thin and not lucarative at present. The company is alsomarketing different kind of products like fabric products linen fabric products and paperbags.
The company has continued to explore newer markets for yarn and other products and atthe same time maintaining its excellent business relations with its existing customers inorder to get some orders in the export business. The sale of products like linen fabricsand other kind of fabrics was Rs.273.25 lakhs during the year 2017-18 as compared to salesof Rs. 829.96 lakhs during the previous year. The company hopes that the overall marketconditions will be more favorable this year.
During the year the company sold off Its office premises located at 2A Maker BhavanNo. 2 2nd Floor 18 New Marine Lines Mumbai - 400020 to a suitable buyer.
CORPORATE SOCIAL RESPONSIBILITY:
Since the company does not fall within the purview of provisions as mentioned inSection 135 of the Companies Act 2013 the details of constitution of Committee andinitiatives taken by the company are not mentioned.
OCCUPATIONAL HEALTH AND SAFETY:
The company believes In the safe and healthy working conditions and has provided safetyequipments in the offices.
PARTICULARS OF EMPLOYEES:
Your Company did not employ any person whose particulars are required to attached tothis Report under Rule 5 of the Companies (Appointment & Remuneration) Rules 2014.
PARTICULARS OF LOANS GUARANTEES & INVESTMENTS:
Details of loans and guarantees given and investments made If any under Section 186 ofthe Companies Act 2013 are given in the Notes to the Financial Statements.
The company has not accepted any deposit from the public under Chapter V of theCompanies Act 2013 or the corresponding provisions of Section 58A of the Companies Act1956 and there Is no amount outstanding as on the Balance Sheet date.
As per provisions of Section 152 of the Companies Act 2013 Sri Rishiraj Patodia (DINNo. 00259104) Director of the Company retires by rotation and Is eligible forre-appointment.
The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of Independence as prescribed both under the Actand Clause 49 of the Listing Agreement with the Stock Exchanges.
The Board is in process to comply with the composition of the Board of Directors due tovacancy caused earlier by the resignation of an independent director from the Board ofDirectors of the Company.
KEY MANAGERIAL PERSONNEL:
Mrs. Sheela Patodia and Mr. Rishiraj Patodia are the Managing Director and Whole-timeDirector of the Company. Mr. B Chatterji is the Company Secretary.
SEBI amended SEBI (LODR) Regulations 2015 according to new provision a person who hasattained the age of 75 years can continue directorship in listed company as a NonExecutive Director after the concerned listed company has taken the approval of itsshareholders by way of a special resolution. The said provision comes into effect 1stApril 2019. In the opinion of the Board Mr. Chhabria is a person of high reputeintergrity and hence rich and varied experience and hence their directorship Isrecommended for approval to be continued till the expiry of his term.
Pursuant to the provisions of Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015 the Board has carried out annual performanceevaluation on Its own performance the directors Individually as well the evaluation ofthe working of its Audit Nomination & Remuneration and Stakeholders RelationshipCommittee. The evaluation of all the Directors and the Board as a whole was conducted andthe Board approved the evaluation results as collated by the concerned Committee.
NOMINATION AND REMUNERATION POLICY:
The Company has a policy for selection and appointment of Directors Senior Managementand their remuneration. For maintaining the Independence of the Board and separate itsfunctions the Company's policy Is to have an appropriate combination of Executive andIndependent Directors.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
During the year under review all contracts/arrangements/transactions entered by thecompany during the financial year with related parties were In the ordinary course ofbusiness and on an arm's length basis and hence do not fall under the ambit of Section188(1) of the Act. There were no material Related Party Transactions entered into by thecompany with promoters directors KMP or other designated persons during FY 2017-18. YourDirectors draw attention of the members to Note No. to the Financial Statement which setsout related party disclosures. In view of the above the disclosure under the Act in FormAOC-2 is not applicable for FY 2017-18.
MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors met 4 (four) times during the year on 30th May 2017 adjourned to31st May 2017 14th September 2017 14th November 2017 adjourned to 15th December 2017and 14th February 2018 adjourned to 3rd March 2018. The details of the Board Meetings andthe attendance of Directors are provided in the Corporate Governance Report.
INTERNAL FINANCIAL CONTROLS:
The Company has In place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness In the design or operation were observed.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declaration of independence In terms of Section 149(7) of theCompanies Act 2013 from the above mentioned independent directors.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies Act 1956 &Section 134 of the Companies Act 2013 with respect to Directors' ResponsibilityStatement it is hereby confirmed:
(i) that in the preparation of the Annual Accounts for the financial year ended 31stMarch 2018 the applicable accounting standards had been followed;
(ii) 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 or loss of the Company for the year under review;
(iii) that the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records In accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) that the Directors had prepared the accounts for the financial year ended 31stMarch 2018 on a 'going concern' basis.
(v) and that we had laid down internal financial controls to be followed by thecompany and that such internal financial controls were adequate and operating effectively.
(vi) That we had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
CORPORATE GOVERNANCE :
A Report on Corporate Governance and Management Discussion and Analysis as requiredunder Clause 49 of the Listing Agreement is attached.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information required to be given under Rule 8 (3) of the Companies (Accounts)Rules 2014 is provided below:
(A) Conservation of energy-
(I) the steps taken or impact on conservation of energy : Nil
(ii) the steps taken by the company 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 developmentor Import substitution - Nil
(iii) in case of Imported technology (Imported during the last three years reckonedfrom the beginning of the financial year) - Nil
(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 reasonsthereof; and
(iv) the expenditure incurred on Research and Development. - Nil
There were no foreign exchange earnings or outgo during the year under review.
EXTRACT OF ANNUAL RETURN:
Extract of Annual Return In form MGT-9 Is attached as an Annexure to this Report.
The company has a vigil mechanism named Whistle Blower Policy to deal with instances offraud and mismanagement.
COST RECORDS AND COST AUDIT:
Pursuant to Section 148 of the Companies Act 2013 the Central Government hasprescribed maintenance and audit of cost records vide the Companies (Cost Records andAudit) Rules 2014 to such class of companies as mentioned In the Table appended to Rule 3of the said Rules. These rules are not applicable to the Company.
Secretarial Audit Report dated 29th May 2018 Issued by M/s. Ekta Goswaml &Associates Practicing Company Secretary is attached as an Annexed to this Report. Theobservations made by the Secretarial Auditor are self-explanatory and do not requirefurther comments.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:
The Company has no amount lying under unpaid dividend or unpaid Interest account orsuch other amount as mentioned under Section 125 of the Companies Act 2013 and hence noamount is required to be transferred to the Investor Education and Protection Fund.
As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate report on Corporate Governance Isenclosed as a part of this Annual Report.
A certificate from the Auditors of the Company regarding compliance as per SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 Is annexed to theReport on Corporate Governance.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION AND REDRESSAL)ACT 2013:
Your Company has zero tolerance towards sexual harassment at workplace. It has In placea policy In line with the requirements of The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules framed thereunder.
The Company has not received any complaint of sexual harassment during the financialyear 2017- 2018.
In respect of the reference to the Notes on Accounts In the Auditors Report yourDirectors have to state that the same are self-explanatory and do not need furtherclarification.
COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with the requirements of Secretarial Standards -SS-1 and SS-2issued by the Institute of Company Secretaries of India during the year.
Pursuant to the amendment of Section 139 of the Companies Act 2013 effective from May7 2018 the requirement related to ratification of appointment of Statutory Auditors bythe members of the Company at every AGM was omitted. In view of the above It Is proposedto delete the requirement of seeking ratification of appointment of the M/s S P Sarda& Co. Statutory Auditors at every AGM. The Board recommends the resolution at Item No3 of this Notice for deleting the requirement of seeking ratification of appointment ofStatutory Auditors at every AGM for your approval as an Ordinary Resolution.
The Board is grateful to Canara Bank for their continued co-operation and timelyassistance as and when required. The Board is grateful to the Reserve Bank of India StateBank of India HDFC Bank Dr.U.N.Brahmacharl Street Branch The Cotton Textiles ExportPromotion Council Textile Committee Export Credit Guarantee Corporation of India LtdCollector of Central Excise Director General of Foreign Trade New Delhi Joint DirectorGeneral of Foreign Trade Kolkata Registrar of Companies the Federation of Indian ExportOrganizations The Commercial Tax Office Kolkata and other institutions for their kindco-operation In day to day activities of the Company. Your Directors are thankful to allthe executives and staff members of the Company for their wholehearted co-operation.
|Registered Office : ||For and on behalf of the Company |
|86/2/4 S N Banerjee Road || |
|Kolkata - 700 014 || |
| ||SHEELA PATODIA |
|Dated : the 29th day of May 2018 ||CHAIRPERSON & MANAGING DIRECTOR |