TO,
THE MEMBERS
DEAR MEMBERS
Your Directors take pleasure in presenting the Twenty Fourth Annual Report on the
affairs of the Company together with the Audited Accounts of the Company for the year
ended 31st March, 2017.
FINANCIAL HIGHLIGHTS
|
|
(Rupees in Lakhs) |
|
Current Year |
Previous Year |
|
31.03.2017 |
31.03.2016 |
| Gross Sales |
6,008.65 |
6,551.15 |
| Less: Taxes, Excise & VA1 |
2.98 |
2.38 |
| Net Sales |
6,005.67 |
6,548.77 |
| Other Income |
38.60 |
28.96 |
| Total |
6,044.27 |
6,577.73 |
| Profit Before depreciation & taxation |
280.66 |
274.78 |
| Less: Depreciation |
102.94 |
99.90 |
| Less: Provision for Tax |
62.31 |
56.17 |
| Profit After Tax |
115.41 |
118.71 |
| Add: Balance b/f from P.Y. |
807.63 |
688.92 |
| Surplus available for appropriation |
923.04 |
807.63 |
| Appropriations: |
|
|
| General Reserves |
- |
- |
| Balance carried to B/S |
923.04 |
807.63 |
| Total |
923.04 |
807.63 |
The Company has not transferred any amount to General Reserves. An amount of Rs. 923.04
Lakhs is proposed to be retained in the Statement of Profit & Loss.
OPERATIONAL REVIEW
Net revenues decreased to Rs. 6,005.67 Lakhs, a decline of around 8.29% against Rs.
6,548.77 Lakhs in the previous year. Profit before depreciation and taxation was Rs.
280.66 Lakhs against Rs. 274.78 Lakhs in the previous year. After providing for
depreciation and taxation of Rs. 102.94 Lakhs & Rs.62.31 Lakhs respectively, the net
profit of the Company for the year under review was placed at Rs. 115.41 Lakhs as against
Rs. 118.71 Lakhs in the previous year.
DIVIDEND
With a view to ploughing back profit into the business, your Directors have decided not
to recommend any dividend for the year under review.
SHARE CAPITAL
The paid up equity share capital as on 31st March, 2017 was Rs. 310.66
Lakhs. The Company has not issued shares with differential voting rights nor granted stock
options nor sweat equity. .
FINANCE
Cash and cash equivalents as on 31st March, 2017 was Rs. 11.12 Lakhs. The
Company continues to focus on judicious management of its working capital, receivables,
inventories and other working capital parameters were kept under strict check through
continuous monitoring.
FIXED DEPOSITS
The Company has not accepted any deposits within meaning of Section 73 of the Companies
Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loans or guarantees covered under the provisions of
Section 186 of the Companies Act, 2013.
MATERIAL CHANGE BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR
There have been no material change and commitments, if any, affecting the financial
position of the Company which have occurred between the end of the financial year of the
Company to which the financial statements relate, and the date of the report. ‘
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNAL
During the year under review there has been no such significant and material orders
passed by the Regulators or Courts or Tribunals impacting the going concern status and
Companys operations in future.
SUBSIDIARY/ASSOCIATE COMPANY/JOINT VENTURES
No Company has become or ceased to be subsidiary, joint venture or associate company
during the financial year ended 31st March, 2017.
DIRECTORS
Shri Ramakanth Shivasamb Hegde (DIN - 00104469), Director retires by rotation at the
ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
AUDITORS
M/s Bansal & Associates, Chartered Accountants, Mumbai, Statutory Auditors of
the Company having Firm Registration No. 100985 Wholds office until the conclusion of
the 26th Annual General Meeting for the block period of 5 years, subject to
ratification by the members at every Annual General Meeting.
The Company has received written consent and a certificate u/s 141 of the Companies
Act, 2013 from them to the effect that their appointment, if made, shall be in accordance
with the conditions as prescribed. The Statutory Auditors have also confirmed that they
hold a valid certificate issued by the "Peer Review Board" of the Institute of
Chartered Accountants of India.
AUDITORS REPORT
The observations made in the Auditors Report read together with relevant notes thereon
are self explanatory and hence do not call for any further comments under Section 134 of
the Companies Act, 2013.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3)(C) of the Companies Act, 2013 it is hereby confirmed that:
a) in the preparation of annual accounts for the financial year ended 31st
March, 2017, the applicable accounting standards have been followed along with proper
explanation relating to material departures
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 and of Profit and Loss of the Company for the financial
year ended 31s March, 2017;
c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) the Annual Accounts have been prepared on a going concern basis.
e) The Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively.
f) The Directors had devised proper system to ensure compliance with the
provisions of all applicable laws and that such system were adequate and operating
effectively.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules 2014, is annexed herewith as "Annexure
A".
NUMBER OF MEETING OF THE BOARD
During the year 2016-17, the Board of Directors met six times viz on 20"May,
2016; 17th June, 2016; 22nd July, 2016; 15th September,
2016; 10th November, 2016 and 3rd March, 2017.
DECLARATION BY INDEPENDENT DIRECTORS
The Company was not required to appoint Independent Directors under Section 149(4) and
Rule 4 of the Companies (Appointment & Qualification of Directors) Rules, 2014 hence
no declaration has been obtained.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of Annual Return in Form MGT-9 is annexed
herewith as "Annexure B".
PARTICULARS OF EMPLOYEES
None of the employee has received remuneration exceeding the limit as stated in Rule 5
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial relationship with the
workers and employees at all levels.
CORPORATEGOVERNANCE
(i) All elements of remuneration package such as salary, benefits, bonuses, stock
options, pensions etc. paid for the year ended 31st March, 2017 to Whole Time
Directors are stated herein below:
| Name |
Designation |
Tenure of Appointment |
Salary (In Rs.) |
Perquisites (in Rs.) |
Gross Remuneration (in Rs.) |
| Shri Sharat Jain |
Whole Time Director |
3 years w.e.f 01.09.2016 to 31.08.2019 |
50,00,000 |
28,800 |
50,28,800 |
| Shri Ramakanth Shivasamb Hegde |
Whole Time Director |
5 years w.e.f. 01.09.2015 to 31.08.2020 |
16,20,000 |
28,800 |
16,48,800 |
* It does not include Rs. 40,575/- towards premium paid for mediclaim policy.
(ii) Details of component and performance linked incentives along with performance
criteria: N.A.
(iii) Service Contracts, Notice period, Severance Fees: There are no
severance fees, other benefits, bonus or stock options. Either party may terminate the
appointment on three months notice in writing.
(iv) Stock Options details: Nil
INTERNAL CONTROL SYSTEM & THEIR ADEQUACY
Your Company has well defined internal control system. The Companys internal control
system includes organisational design, written policies and procedures, barriers to
protect assets and all personnel. It is designed to discourage occurrence of errors or
irregularities and to identify, within a reasonable time frame, errors or irregularities
that may occur. It provides for safeguarding of assets, proper recording of transactions,
and the efficient and effective accomplishment of the units goals and objectives
including compliance with state and federal rules and regulations.
COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR
DETERMINING QUALIFICATIONS ETC. AND OTHER MATTERS PROVIDED UNDER SECTION 178(3)
The Company was not required to constitute a Nomination and Remuneration Committee
under Section 178(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meeting of
Board and its Powers) Rules, 2014 and Stakeholders Relationship Committee under Section
178(5) of the Companies Act, 2013. However The Company has constituted a
Shareholders/lnvestors Grievance Committee for redressing investors complaints like
transfer of shares, non-receipt of annual reports and other.
RELATED PARTYS APPOINTMENT TO AN OFFICE OR PLACE OF PROFIT
The Board of Directors at its meeting on 15,h September, 2016 had appointed
Ms. Riddhi Jain daughter of Shri Sharat Jain, Whole Time Director of the Company, as
Business Development Manager w.e.f.16th September, 2016 for a period of five
years on the remuneration as decided by the Company and also revised the salary of Smt.
Rachna Jain w.e.f. 1st October, 2016 for the remaining tenure of her services.
Keeping in view of the day to day involvement of Smt. Rachna Jain and Ms. Riddhi Jain
in the working of the Company, the Board of Directors at its meeting on 5th
August, 2017 again revised the salary of both of them w.e.f. 1st October, 2017
for the remaining tenure of service.
CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to constitute a Corporate Social Responsibility Committee
as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence
it is not required to formulate policy on corporate social responsibility.
RISK MANAGEMENT POLICY
The risk management framework defines the risk management approach of the Company and
includes periodic review of such risks and also documentation, mitigating controls and
reporting mechanism of such risks. Some of the risks that the Company is exposed to are
financial risks, commodity price risks, regulatory risk.
OBLIGATION OF COMPANY UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place, a new Act viz The Sexual
Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013 has
been notified on 9" December, 2013. Under the said Act every Compahy is required to
set up an Internal Complaints Committee to look into complaints relating to sexual
harassment at work place of any women employee.
Company has adopted a policy for prevention of sexual harassment of women at workplace
and has set up Committee for implementation of said policy. During the year Company has
not received any complaint of harassment.
ACKNOWLEDGEMENT
Yours Directors are grateful to the Banks, Shareholders, Customers, Distributors,
Authorised Dealers, Suppliers and all other business constituents for the valued
co-operation and support extended by them to the Company during the year under review.
Your Directors sincerely wish to thanks the workers, staff and executives of the
Company for the continuous hard work put in by them.
|
By Order of the Board of Directors |
| Place: Faridabad |
Vinod Ahuja |
| Dated: 5th August, 2017 |
Chairman |
|
(DIN - 00030390) |
ANNEXURE "A" TO DIRECTORS REPORT 2016-2017
(A) INFORMATION PURSUANT TO SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE
8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014 AND FORMING PART OF THE REPORT OF THE
DIRECTORS
I. CONSERVATION OF ENERGY
i) The Company is constantly focussed on finding out new ways for reducing the
consumption of energy. Energy conservation, one of the vital area, has been made an
integral part of the induction training programme for new employees. Regular studies are
being done for further improvement in the area. The comparative details showing usage of
"Power & Fuel Consumption" are as under:
| A) POWER AND FUEL CONSUMPTION |
|
|
|
31.03.2017 |
31.03.2016 |
| 1. Electricity |
|
|
| a) Purchased |
|
|
| i) Units (in Lakhs) |
15.11 |
19.34 |
| ii) Total Amount (Rs. in Lakhs) |
131.10 |
166.32 |
| iii) Rate / Unit (Rs.) |
8.68 |
8.60 |
| b) Own Generation (Through Diesel Generator) |
|
|
| i) Units (in Lakhs) |
1.03 |
0.79 |
| ii) Units per Ltrs. of Diesel Oil |
3.08 |
2.80 |
| iii) Cost per Unit (Rs.) |
17.12 |
17.39 |
| 2. Coal/Pet Coke |
|
|
| i) Quantity (in M. T.) |
1,106.50 |
1,414.51 |
| ii) Total Amount (Rs. in Lakhs) |
100.69 |
126.39 |
| iii) Average Rate (Per Kg.) |
9.10 |
8.94 |
| B) CONSUMPTION PER UNIT OF PRODUCTION |
|
|
| (Product: Cotton Knitted Fabrics, Cotton Knitted Processed Fabrics & Knitwear
Garments) |
|
|
| a) Electricity |
|
ft |
| i) For Cotton Knitted Fabrics (Unit per M.T.) |
390 |
665 |
| ii) For Cotton Knitted Processed Fabrics (Unit per M.T.) |
1,859 |
1,762 |
| iii) For Knitwear Garments (Unit per 1,000 Pcs.) |
260 |
310 |
| b) Coal/Pet Coke (kgs.) per M.T. |
1,746 |
1,769 |
| c) Steam (Tonnes) |
NIL |
NIL |
| ii) STEPS TAKEN FOR UTILISING ALTERNATE SOURCE OF ENERGY |
NIL |
NIL |
| iii) THE CAPITAL INVESTMENT ON ENERGY CONSERVATION EQUIPMENTS |
NIL |
NIL |
II. TECHNOLOGY ABSORPTION
| (i) The efforts made towards technology absorption |
Nil |
| (ii) The benefits derived like product improvement, cost reduction |
Nil |
| (iii) In case of Imported technology |
The Company has not imported any technology |
| (iv) The expenditure incurred on Research and Development |
Nil |
III. FOREIGN EXCHANGE EARNINGS AND OUTGO :
|
2016-2017 |
2015-2016 |
|
(Rupees) |
(Rupees) |
| a) Total Foreign Exchange Earned |
|
|
| (i) FOB value of exports |
533,431,821 |
601,448,306 |
| (ii) Others |
1,589,643 |
439,575 |
| b) Total Foreign Exchange Used |
|
|
| (i) Raw Material |
5,459,911 |
6,328,211 |
| (ii) Packing Material |
2,785,043 |
2,770,701 |
| (iii) Other Goods |
277,210 |
140,793 |
| (iv) Commission |
6,827,990 |
8,179,337 |
| (v) Foreign Travel |
1,834,350 |
1,000,609 |
| (vi) Others |
2,454,893 |
1,472,523 |
|
By order of the Board of Directors |
| Place: Faridabad |
Vinod Ahuja |
| Dated : 5th August, 2017 |
Chairman |
|
(DIN - 00030390) |
+91-9892691696
