Dear Members,
Your Directors have pleasure in presenting their 15th Annual Report on the business and
operations of the Company and the accounts for the financial year ended March 31,
2017.
Financial Results
|
Standalone |
Consolidated |
|
2016-17 |
2015-16 |
2016-17 |
2015-16 |
|
Rupees |
Rupees |
Rupees |
Rupees |
| Total Revenue |
1468339 |
1472484 |
1997657 |
2206710 |
| Profit before depreciation and tax |
-93952548 |
-95232740 |
-230825764 |
-231976943 |
| Less: Depreciation |
0 |
64770668 |
0 |
98447318 |
| Profit after depreciation but before tax |
-93952548 |
-160003408 |
-230825764 |
-330424261 |
| Less: Provision for tax |
- |
- |
- |
- |
| Deferred tax |
-6825412 |
-18952404 |
-13016954 |
-28318527 |
| Fringe Benefit tax |
- |
- |
- |
- |
| Profit after |
-87127136 |
-141051004 |
-217808809 |
-302098953 |
| Add: Balance brought forward from previous year |
-369847500 |
-228796496 |
-771480864 |
-469381910 |
| Less: Short provision for earlier year |
- |
- |
- |
- |
| Less: Minority Interest in Current years profit |
- |
- |
- |
- |
| Balance carried forward |
-456974636 |
-369847500 |
-989289673 |
-771480864 |
Dividend
The directors do not recommend payment of dividend for the financial year 2016-2017.
State of Companys affair
The Company registered total revenue of Rs. 14,68,339/- during the year under review as
against Rs. 14,72,484/- in the previous financial year. There is a loss of Rs.
(8,71,27,136)/- for the financial year ended March 31, 2017 compared to Rs.
(14,10,51,004)/- in previous year. Due to high interest costs, ever increasing input costs
in all the segments and adverse market conditions in which the Company operates, the
performance of the Company has not been up to a desired level.
Deposits
The Company has not accepted any deposits covered under chapter V of the Companies Act,
2013.
Change in the Nature of Business, if any
There were no changes in nature of the business of the Company done during the year.
Material Changes and Commitment, if any, affecting the financial position of the
Company which have occurred between the end of financial year of the Company to which the
financial statements relate and the date of report
No material changes and commitments have occurred after the close of the year till the
date of this Report, which affect the financial position of the Company.
Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and companys operations in future
During the year under review no significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the going concern status and Companys
operations in future.
Details in respect of adequacy of internal financial controls with reference to the
Financial Statements
The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weakness in the design or operation were observed.
Details of Subsidiary Companies & their Financial Position
The Company has three wholly owned subsidiaries, viz. First Winner Lifestyle Limited
(Material Subsidiary), Ramshyam Textile Industries Limited and Pal Trading Co. Pvt.
Ltd. All companies are in the Textile Business and have same business line as ours and
beneficial to all the Four companies to work together to reflect better turnover and
profitability.
• First Winner Lifestyle Limited:
First Winner Lifestyle Limited is wholly owned subsidiary (Material Subsidiary) of the
Company. It reported the total revenue of Rs. 5,29,318/- and net loss of Rs.
(4,60,79,813)/-.
• Ramshyam Textile Industries Limited:
Ramshyam Textile Industries Limited, a wholly owned subsidiary of the Company did not
undertake any business during the financial year under review.
• Pal Trading Company Private Limited:
Pal Trading Company Private Limited, a wholly owned subsidiary of the Company did not
undertake any business during the financial year under review.
The audited accounts of the subsidiary companies are placed on Companys website.
Consolidated Financial Statements
The Consolidated Financial Statement, prepared by the Company in accordance with the
applicable Accounting Standards issued by the Institute of Chartered Accountants of India
and the provisions of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 with the stock exchanges forms the part of this annual report.
Directors Responsibility Statement
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31, 2017, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of
the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets 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 the
Company and that such internal financial controls are adequate and are operating
effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating
effectively.
Corporate Social Responsibility (CSR)
During any financial year preceding the FY 2016-17 the Company was not falling under
any of the criteria which mandate the Company to comply with the Section 135 of the
Companies Act, 2013 in FY 2016-17.
Contracts & Arrangements with Related Parties
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in ordinary course of business and on arms length basis.
During the year, the Company had not entered into any contract / arrangement / transaction
with related parties which could be considered material in accordance with the policy of
the Company on materiality of related party transactions.
The policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board may be accessed on companys website:
http://firstwinnerind.in/wp-content/uploads/2016/02/Policy-on-Materiality-of-RPTs-Dealing-with-RPTs.pdf
Details of establishment of Vigil Mechanism for directors and employees
In accordance with the provisions of Section 177 of the Companies Act, 2013 and
Regulation 22 of SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015, your Company has a vigil mechanism which has incorporated a whistle blower policy
with a view to provide a mechanism for directors and employees of the Company to approach
the Chairman of the Audit Committee of the Company. Protected disclosures can be made by a
whistle blower through the complaint box(es) provided at every unit/office of the Company
to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower
policy can be accessed on the Companys website:
http://firstwinnerind.in/wp-content/uploads/2016/02/Whistle_Blower_Policy.pdf
Statutory Auditors and Auditors Report
M/s. Halan & Associates, Chartered Accountants, Mumbai, (Membership No. 169563),
are appointed as statutory auditors of the Company to hold office from the conclusion of
this 15th Annual General Meeting until the conclusion of the 20th Annual General Meeting,
subject to ratification of their appointment by the shareholders at everyAnnual General
Meeting of the Company.
The specific note forming the part of the accounts referred to in the Auditors Report
are self-explanatory and give complete information and addresses the
qualification/reservation/remark/disclaimers in theAudit Report.
Internal Auditor
M/s. J. H. Ghumara, Chartered Accountant, Mumbai (Membership No. 14320) are the
Internal Auditors of the Company.
Secretarial Auditor
M/s. Nidhi Bajaj & Associates, practicing Company Secretary was appointed as a
Secretarial Auditor to undertake the Secretarial Audit of the Company for the Financial
Year 2016-2017. Their secretarial Audit report, in prescribed format is annexed to the
Directors Report as Annexure – I. The report is self explanatory and give
complete information and addresses the qualification/reservation/ remark/disclaimers in
the Report.
Directors & Key Managerial Personnel
1. Change in Directors and Key Managerial Personnel:
In Accordance with the provision of the Act and the Articles of Association of the
Company Mrs. Anita Patodia is liable to retire by rotation at the ensuing annual
general meeting and being eligible offer herself for re-appointment and your directors recommend
the re-appointment in the interest of the Company.
During the financial year under review, Ms. Avani Sanghavi, Company Secretary &
Compliance Officer of the Company has tendered her resignation w.e.f 14.07.2017.
2. Declaration by an Independent Director(s) and re-appointment:
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed both under the Act
and regulation 16(b) of the SEBI (Listing Obligations And Disclosure Requirements)
Regulations, 2015 with the Stock Exchanges.
3. Formal Annual Evaluation:
The Board recognise the importance of reviewing and improving upon its performance. For
this purpose they discuss the effectiveness of the functioning of the Chairman,
Executive Directors, and other Directors and to agree ways in which performance can
be further improved looking at the likely needs in future.
A structured questionnaire was prepared after taking into consideration, various aspect
of the Boards functioning, composition of the Board and its committees, culture,
execution and performance of specific duties, obligation and governance.
The Performance evaluation of the Chairman and Non-independent Directors was carried
out by the Independent Directors. The Board of Directors expressed their satisfaction with
evaluation process of Board.
Familiarization programme for Independent Directors
The Company proactively keeps its directors informed of the activities of the Company,
its management and operations and provides an overall industry prospective as well as
issues being faced by the industries.
The Details of programmes for familiarisation of Independent Directors with the
Company, their roles, rights, responsibilities in the Company and related matters are put
up on the website of the Company at its website:
http://firstwinnerind.in/wp-content/uploads/2016/02/FAMILIARIZATION-PROGRAMME-FOR-INDEPENDENT-DIRECTORS.pdf
Number of meetings of the Board of Directors
During the year five meetings of the Board of Directors were held during the Corporate
Governance Report.
Audit & Risk Management Committee
Pursuant to Regulation 21 of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 it is required to constitute a Risk Management Committee. Since Terms of
Reference of the Audit Committee also includes the roles, responsibility and power which
are required to be fulfilled by the Risk Management Committee, it was proposed to, instead
of creating separate committee for the Risk Management, change the name of the Audit
Committee to Audit & Risk Management Committee.
The Audit & Risk Management Committee consists of two independent Non-executive
Directors and One Executive Director. The Members of the Committee are well versed
in finance matters, accounts, company law and general business practices. The detail
composition of the Audit & Risk Management Committee is given in the Corporate
Governance Report. All the recommendations made by the Audit & Risk Management
Committee were accepted by the Board.
Policy on Directors appointment and Remuneration including criteria for determining
qualifications, positive attributes independence of a director:
Based on the recommendation of Nomination and Remuneration Committee (NRC) the Board
has adopted the Remuneration policy for directors, KMP and other employees. NRC has
formulated the criteria for determining qualifications, positive attributes and
independence of an Independent Director and also criteria for evaluation of Individual
directors and the Board / Committees. The Remuneration policy is given by way of
Annexure – II to this report.
http://firstwinnerind.in/wp-content/uploads/2016/02/ Remunaration-Policy.pdf
Particulars of Loans, Guarantees or Investments Under Section 186 of The Companies Act,
2013, during FY 2016-17:
The Company has not given any loans, guarantees or made investments under Section 186
of the Companies Act, 2013.
Share Capital
The Company has not issued any shares (including sweat equity shares) to employees of
the Company under any scheme including ESOS.
Management Discussion and Analysis
The Management Discussion and Analysis Report, which gives a detailed account of
operations of your company and the market in which it operates, including initiative taken
by the company to further its business, forms part of this Annual Report.
Corporate Governance
A report on Corporate Governance along with a certificate from the auditors of the
Company regarding the compliance of conditions of corporate governance as stipulated under
Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, is annexed to this report.
Conservation of energy, technology absorption, foreign exchange earnings and outgo:
The Company has availed various credit facilities from the State Bank of India. In
order to secure the said financial facilities, the Edelweiss Asset Reconstruction Company
Ltd (assignee of State Bank of India), has taken the possession of the properties C-9/1,
M.I.D.C., Tarapur, Boisar, Dist. Thane- 401506 & N-66, M.I.D.C., Tarapur, Boisar,
Dist. Thane- 401506 in exercise of power conferred under SARFAESI Act, 2002 therefore
pursuant to Section 134 (3) (m) of the Companies act, 2013, relating to conservation of
energy technology absorption, foreign exchange earnings and outgo is NIL.
Particulars of Employee
The Information required under Section 197 of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 are given as
Annexure III to this Report.
None of the Companys Employees were covered by the disclosure requirement pursuant to
the provisions of Section 197 of the Companies Act, 2013 read with Rules 5 (2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Extract of Annual Return
Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12(1)
of the Companies (Management and Administration) Rules, 2014 the extract of Annual
Return in prescribed Form No. MGT-9 is given as Annexure IV to this report.
Sexual Harassment:
Entire staff in the Company is working in a most congenial manner and there are no
occurrences of any incidents of sexual harassment during the year.
ACKNOWLEDGEMENT
The Board of Directors thanks the Banks, Central and State Government authorities and
all the stakeholders for their continued co-operation and support to the Company.
| For and on behalf of the Board |
For and on behalf of the Board |
| First Winner Industries Limited |
First Winner Industries Limited |
| sd/- |
sd/- |
| Rinku Patodia |
Anita Patodia |
| Chairman & Managing Director |
Director |
| DIN: 00752500 |
DIN: 01357505 |
| Mumbai, 14th August, 2017 |
|
| Registered Office: 605, Business Classic, |
|
| Chincholi Bunder Road, |
|
| Malad (West), Mumbai-400 064. |
|
+91-9892691696
