Ladies and Gentlemen,
Your Directors present the 27th Annual Report of the Company along with the audited statement of accounts for the year ended 31st March, 2016.
|Profit/Loss before interest, depreciation and tax||4,63,13,843||(7,69,99,024)|
|Net Profit/loss for the year before Tax||(32,89,67,683)||(43,18,89,112)|
During the year under review, the Lenders have sold all the eight Units of the Company except The Weaving & Processing Unit (Unit-8) at Perundurai and adusted the sale proceeds towards loan account. Consequently, the entire operation of the company have been suspended. All the employees except few have left the service of the company and the company has settled their dues fully. Since the only unsold unit has not been sold in the e-auction held on various dates, the Lenders have decided to sell the said unit under Private Treaty edauction whichever happens earlier.
1. M/s State Bank of India, Stressed Asset Management Branch, Coimbatore as the leader of the consortium banks have filed Original Application in the Debt Recovery Tribunal, Coimbatore for the recovery of the outstanding dues of Rs. 353,38,13,295/- as on 1-3-2013. This outstanding amount is exclusive of the dues to IDBI. The matter is sub-judice.
2. The company has filed Appeal in S.A.174/2013 before the Debt Recovery Tribunal, Coimbatore challengeing the Original Application filed by M/s. State Bank of India.
3. M/s. State Bank of India, Stressed Asset Management Branch, Coimbatore have filed a Writ Petition in W.P. No. 24864/2015 before the Honble Madras High Court, Chennai Challenging the Customs Department is not having a first charge on the properties put to e- auction under the provisions of SARFAESI Act which overrides the Customs Act on priority charge.
4. The Directorate of Revenue Intellegence, Coimbatore have filed a Miscellaneous Petition in MP No. 24864/2015 praying to permit them to implead as 3rd Repondent in W.P No. 24864/2016.
The above matters are pending before the Honble Madras High Court, Chennai.
In view of the loss incurred by the company during the year under review, there was no possibility for the payment of dividend for the financial year ended 31st March, 2016.
The Bankers have initiated recovery proceedings under SARFAESI Act and sold all the Assets of the company except the Weaving & Processing Unit (Unit -8) at Perundurai and adjusted the sale proceeds against the loan outstanding as shown below. The said Unit-8 was not sold in the e-auction held on various dates.
In the meantime, The Director General of Foreign Trade, Coimbatore has passed orders on 20-1 -2016 levying penalty to the extent of Rs 55,90,28,760/- due to non-fulfilment of Export Obligation in respect of 45 Licences issuded to the company. The company has preferred an Appeal against this Order before the Deputy Director General of Foreign Trade, New Delhi and the matter is sub-judice.
The Company has also received demand for Rs 1,53,77,000/- from the office of the Assistant Commissioner of Customs, Chennai, due to non-fulfilment of Export Obligation in respect of 6 Licences issud to the company.
Since the entire Assets have been sold, the company is having neither any machinery to fulllfil the Export Obligation nor have any source of funds to pay the liability.
Details of the Assets Sold
|Assets||Amount realised (Crores)|
|Wind Mills-5 Nos||35.23|
|Unit 2 & 5||11.20|
|Unit 4 & 9||32.65|
|Unit- 8 Machineries||15.05|
|Unit- 8 since sold on 20.7.2016||39.00|
The company is not accepting Fixed Deposits. The relevant provisions of Section 73 of the Companies Act,2013 in this regard to deposits wherever applicable have been duly complied with.
7. C0RP0RATE GOVERNANCE
A separate Report on the Corporate Governance is enclosed as part of this Annual Report. The Auditors of the Company have also given their certificate relating to compliance of Corporate Governance and this report is annexed to the report of Corporate Governance as is required by the Listing Agreement.
The companys shares are listed in 1) National Stock Exchange of India Ltd, 2) Mumbai Stock Exchange Ltd and 3) Calctta Stock Exchange Limited. Since there was no source of finance to the Company, the company has paid listing fee to these Stock Exchanges.
9. Extracts of the Annual Return.
As per the requirements of provisions of the Companies Act, 2013, the extract of the Annual Return in the prescribed Form MGT-9 is annexed hereto as Annexure 1 framing part of this report.
10. Number of Meetings of the Board.
Details of number of meetings of Board of Directors and Committees thereof and the attendance of the Directors in such meetings are provided in the Corporate Governance Report attached elsewhere in the Annual Report.
11. Directors Responsibility Statement.
In terms of the requirement of Section 134 (3) (c) of the Companies Act, 2013, the Directors hereby confirm:
1) that in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures
2) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the accounting year namely March 31,2015 and of the profit /loss of the Company for that period.
3) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4) that the Directors have prepared the Annual Accounts on a going concern basis.
5) the Directors have laid down internal financial controls to be followed by the company and such internal financial controls are adequate
6 the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and are operating effectively.
12. Nomination and Remuneration Committee and Policy.
As per the requirements of the provisions of the Companies Act, 2013, a Nomination & Remuneration Committee was formed by the Board of Directors consisting of
|1 .Sri. N. Venkatesan||Chairman (Non-Executive-Independent)|
|2.Smt. M.V.Suryaprabha||Member (Non-Executive-Independent)|
|3.Sri. R.P.Joshua||Member (Non-Executive-Independent)|
The said committee has been empowered and authorized to exercise the power as entrusted underthe provisions of Section 178 of the Companies Act, 2013. The Company has a policy on Directors appointment and remuneration including criteria for determining qualification, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013. The Nomination and Remuneration policy is annexed herewith as Annexure 2.
7. Declaration by Independent Directors
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149 (6) of the Companies Act, 2013 so as to qualify themselves to be appointed/continued as Independent Directors underthe provisions of the Companies Act, 2013 and the relevant Rules thereunder.
8. Explanation & Comments
The reports of Statutory Auditors appearing elsewhere in the Annual Report and that of the Secretarial Auditors (annexed hereto as Annexure 3) are self-explanatory having no adverse comments.
9. Particulars of Loans/Guarantee/Investments
Details as per the provisions of Section 186 of the Companies Act, 2013 is given under Notes to Financial Statements.
10. Particulars of Contracts with Related Party
All the transactions of the company with related parties are at arms length and have taken place in the ordinary course of business. Provisions of Section 188 of the Companies Act, 2013 is not applicable.
11. Material Changes
There is no material changes or commitments after closure of the financial year till the date of this report.
12. Statutory Auditors
During the year under review the Statutory Auditors of the Company M/s. Thakker & Sanghani, Chartered Accountants, resigned as such Statutory Auditor on 24.10.2015. To fill the casual vacancy arised out of the resignation, M/s M.Gangadharan & Co, Chartered Accountants have been appointed as Statutory Auditors of the Company to conduct audit for the financial year 2015-16. Their appointment was recommended by the Audit Committee and accepted by the Board of Directors in their meeting held on 13.11.2015 and subsequently approved by the Shareholders in the Extra-ordinary General Meeting held on 30-12-2015. They have given necessary certificate in terms of Section 224 (1) (b) of the Companies Act, 1956.
13. Audit Committee
In pursuance of the applicable provisions of Section 177 of the Companies Act, 2013 a committee of Directors consisting of three Directors has been constituted as Audit Committee. The Directors who are the members of this committee are:
|1) Sri. N. Venkatesan||- Independent Director|
|2) Sri. R.P. Joshua||- Nominee Director|
|3) Smt. Suryaprabha||- Independent Director|
The Company Secretary shall act as the Secretary of the Audit Committee as well.
The Board has accepted the recommendations of the committee and there were no incidences of deviation from such recommendations during the financial year under review.
The company has devised a Vigil Mechanism in the form of a Whistle : Blower Policy inpursuance of the provisions of Section 177 (10) of the Companies Act, 2013 . During the year under review, there were no complaints received under this mechanism.
14. Stakeholders Relationship Committee
In pursuance of the applicable provisions of Section 178 (5) of the Companies Act, 2013 a committee of Directors consisting of three Directors has been constituted as Stakeholders Relationship Committee. The Directors who are the members of this committee are
|1) Sri. N.Venkatesan||- Independent Director|
|2) Sri. Manoj Kumar Tibrewal||- Managing Director|
|3) Sri. Mohanlal Tibrewal||-Executive Director|
15. Corporate Social Responsibility Committee
In terms of the provisions of Section 135 of the Companies Act, 2013, a Corporate Social Responsibility Committee is to be constituted for the purpose of implementing the Corporate Social Responsibility. As on date, the Company does not come under the category of Companies who have to implement this scheme.
16. Disclosure under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013
Since all the units of the company were sold during the under review, the question of disclosure of Sexual Harassment of Woman at Work Place does not arise.
17. Industrial Relations
Does not arise.
18. Energy Consumption
Does not arise.
19. Technology Absorption
Does not arise.
20. Foreign Exchanhe Earnings and Outgo.
Total Foreign Exchange earned is Rs. 39,02,971 during the year under review.
21. Evaluation of Boards Performance
On the advise of the Board of Directors, the Nomination and Remuneration Committee, the company have formulated the criteria for the evaluation of the performance of Board of Directors , Independent Directors, Non- Independent Directos and the Chairman of the Board. Based on that performance, evaluation has been undertaken. The Independent Directors have also convened a separate meeting for this purpose. All the results and the evaluation has been communicated to the Chairman of the Board of Directors. All the Directors of the Board are familiar with the business of the company.
There are no employees falling under Section 217 (2A) of the Companies Act, 1956. The information pursuant to the Company (disclosure to particulars in the report of Board of Directors) Rules 1988 to the extent applicable is attached.
23. Matters as may be prescribed
As per Rule 8(5) of the Companies (Accounts) Rule, 2014 the following additional information are provided.
|1 The financial summary or highlights||The financial highlights is provided in this report.|
|2 The change in the nature of business if any||Since all the manufacturing Units have been sold out, only trading business is possible.|
|3 The details of Directors or Key Managerial Personnel who were appointed or have resigned during the year.||There is no change in the Key Managerial Personnel.|
|4 The names of companies which have become or ceased to be subsidiaries, joint ventures, or associate companies during the year.||None|
|5 The details relating to deposits covered under Chapter V of the Act.||The Company has not accepted deposits.|
|5 The details of deposits which are not in compliance with the requirements of Chapter V of fhe Act.||Not Applicable.|
|7 The details of significant and material orders passed by the Regulators or Court or Tribunals impacting the going concern status and companys operation in future||The details of the Demand received from the Joint Director General of Foreign Trade and the Customs Authority are stated elsewhere in this Report.|
|g The details in respect of adequacy of Internal Control with reference to financial statements.||Procedures are set out so as to detect and prevent frauds. The financial statements are prepared in accordance with the Accounting Standards issued by ICAI.|
Your Directors express their heartfelt thanks for the employees at all levels who have stood by the Company in these testing times.
|By Order of the Board|
|For GANGOTRI TEXTILES LIMITED|
|MANOJ KUMAR TIBREWAL|
|Date: 30.5.2016||MOHANLAL TIBREWAL|