Dear Members,
Your Directors have pleasure in presenting the 40th Annual Report on the
operations of the Company together with the Audited Statement of Accounts for the
financial year ended on March 31, 2015.
1. FINANCIAL RESULTS
(Amt in Rs)
| Particulars |
For the year ended 31-03-2015 |
For the year ended 31-03-2014 |
| Net Sales and other Income |
22,338,238 |
22,651,690 |
| Total Expenditure |
30,853,536 |
33,327,352 |
| Profit/ (Loss) before interest, depreciation & prior period adjustment |
(8,515,298) |
(10,675,662) |
| Interest |
2,754,580 |
2,755,845 |
| Depreciation |
3,816,122 |
3,723,183 |
| Prior Period Adjustments |
0.00 |
0.00 |
| Net Profit/ (Loss) before Tax |
(15,086,000) |
(17,154,690) |
| Provision for FBT |
0.00 |
0.00 |
| Net Profit/ (Loss) after tax |
(15,086,000) |
(17,154,690) |
2. OPERATIONS
During the year the Company has achieved net sales of Rs. 2.23 Crores as against Rs.
2.27 Crores in the previous year. The Company has incurred a net loss of Rs. 1.51 Crores
during the year as against loss of Rs. 1.72 Crores in the previous year.
During the period under review, the Company has produced 18944 square meters of carpets
and sold 26548 square meter of carpets.
Owing to rationalization of work force and implementing measures for rehabilitation,
the Company could achieve improved performance. On completion of restructuring and grant
of relief package as proposed by the Company to BIFR, OA and concerned parties the
performance is expected to further improve.
3. REFERENCE BEFORE BIFR
The Company pursuant to the directives of BIFR, New Delhi in last hearing had submitted
comprehensive proposal rehabilitation seeking need based relief and concessions for
expeditious revival of the Company. Punjab National Bank the Operating Agency has
discussed the proposal in Joint meeting and forwarded its report that on conversion of
Inter Corporate Deposits into equity and on grant of relief and concession, the Companys
net worth is expected to be positive on implementation of the rehabilitation of the
rehabilitation scheme.
4. DIVIDEND
In view of accumulated losses suffered by the Company, your Directors have not
recommended any dividend for the financial year ended March 31, 2015.
5. AUDITORS
Statutory Auditors
M/s. LKM & Co., Chartered Accountants, Statutory Auditors of the Company, holds
office until the conclusion of the ensuing Annual General Meeting and are eligible for
re-appointment. Members are requested to re-appoint M/ s. LKM & Co., Chartered
Accountants as the Statutory Auditors of the Company.
Secretarial audit
Secretarial Audit Report dated 29th May, 2015 by Roy Jacob & Co.,
Practicing Company Secretary (CP no.8220) is attached herewith as an Annexure B to this
Report. The report does not contain any qualification.
6. AUDITORS REMARKS
With respect to the Auditors qualification, we wish to inform you that the promoters
have proposed to convert ICD into equity shares of the Company. Hence non provision of
Interest and other observations are self explanatory. The Company had proposed payment of
overdue liabilities in suitable installments seeking relief and concessions as per
prevailing guidelines in scheme submitted to BIFR, New Delhi.
7. CORPORATE GOVERNANCE REPORT
As per SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014 Clause 49
of the Listing Agreement is not applicable to the Company as the Paid up- Capital of the
Company is less than Rs. 10 Crores and the Net worth is less than Rs. 25 Crores. But still
your Company follows Corporate Governance of highest standards.
8. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of the Company
state as under that:
1. In the preparation of the annual accounts, the applicable Accounting Standards had
been followed along with proper explanation relating to material departures;
2. The selected accounting policies were applied consistently and the Directors made
judgments and estimates that are reasonable and prudent so as to give true and fair view
of the state of affairs of the Company for the financial year ended March 31, 2015 and the
Loss of the Company for the financial year ended March 31, 2015.
3. Proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013, for safe guarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
4. The annual accounts have been prepared on a going concern basis;
5. Internal financial controls had been laid down to be followed by the company and
that such internal financial controls are adequate and were operating effectively; and
6. Proper systems had been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
9. Board of Directors, Evaluation Etc.
The Board met four times during the financial year 2014-15.
Appointment / Resignation of Directors
Shri Satyanarayan Baheti and Shri Harish Kori are appointed as Additional Directors by
the Board of Directors of the Company at its meeting held on 29th May, 2015.
Their office expires at the ensuing Annual General Meeting and the Company has received
notice under section 160 of the Companies Act, 2013 proposing their candidature for
Directorship along with the deposit as prescribed thereunder. They are eligible for being
appointed as Directors at the ensuing Annual General Meeting and it is proposed to appoint
Shri Satyanarayan Baheti and Shri Harish Kori as Independent Directors with a fixed tenure
of 5 (five) years subject to approval of shareholders at the ensuing general meeting in
term of Section 149 of the Companies Act, 2013.
Shri Purushottam Sharma, Director of the Company, retire by rotation and being eligible
offer himself for re-appointment.
Shri Raminder Singh Juneja resigned as Director of the Company.
10. PUBLIC DEPOSITS
The Company has not accepted any deposit within the meaning of Section 73 of the
Companies Act, 2013 and the rules made there under.
11. RELATED PARTY TRANSACTIONS
There are no related party contracts, arrangements or transactions of the nature
mentioned in sub-section (1) of Section 188 of the Companies Act, 2013 which are not at
arms length and during the year under review the Company did not enter into any related
party contracts, arrangements or transactions which are at arms length.
12. EXTRACT OF ANNUAL RETURN
Extract of Annual Return in Form MGT - 9 is attached as Annexure A to this Report.
13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators/Courts which would
impact the going concern status of the Company and its future operations.
14. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the year under review, the Company has not given loans, guarantees or
investments under Section 186 of the Companies Act, 2013. The details of the investments
made by the Company are provided in the accompanying financial statements.
15. EMPLOYEES SAFETY
The Company is continuously endeavoring to ensure safe working conditions for all its
employees.
16. DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION), RULES,
2014
The information required pursuant to Section 197 read with Rule 5(1) of the
Companies(Appointment and Remuneration),Rules, 2014 in respect of employees of Company
& Directors is attached as Annexure C.
17. PARTICULARS OF EMPLOYEES
None of the employees is in receipt of remuneration for the year, which in aggregate
was more than the prescribed limit in terms of Rule 5(2) of the Companies (Appointment and
Remuneration) Rules, 2014 during the year ended March 31, 2015.
18. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Company enjoyed harmonious relations with the employees throughout the year.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
a) Conservation of Energy
The operation involves low level of energy consumption. Wherever possible energy
conservation measures have already been implemented. However, efforts to conserve and
optimize the use of energy through improved methods and other measures will further
continue.
b) Absorption of Technology
The Technology has been fully absorbed by the Company.
c) Foreign Exchange Earnings & Outgoings
During the year under review, details of Foreign Exchange earnings and outgo are as
follows:
| Foreign Exchange Earnings |
: NIL |
| (In Indian Rupees) |
|
| Foreign Exchange Outgo |
: NIL |
| (In Indian Rupees) |
|
| Import of Raw Materials and Stores |
: NIL |
19. Personnel
Your Directors place on the record their appreciation of the contribution made by the
employees at all levels who, through their competence, diligence, solidarity, co-operation
and support, have enabled the Company to achieve the desired results during the period.
20. Acknowledgements
Your Directors acknowledge with gratitude the continuing co-operation and assistance
rendered by the Central Government, State Government, Financial Institutions, Banks,
Suppliers and other organizations in the working of the Company.
The Directors also wish to place on record their deep sense of appreciation for the
dedicated services rendered by the officers, staff and workmen of the Company.
The Board takes this opportunity to express its deep gratitude for the continuous
support received from the shareholders.
|
By order of the Board of Directors |
| Place: Bulandshahar |
Arun Singhi |
Purushottam Sharma |
| Dated: 29th May, 2015 |
Director |
Director |
+91-9892691696
