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Your Directors have pleasure in presenting Annual report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on 31st March, 2018.
1. FINANCIAL SUMMARY OR PERFORMANCE OF THE COMPANY:-
|Revenue from operation||28553.54||27308.99|
|Other Income (including Job Income)||74.35||49.96|
|Profit before Financial Expenses, Depreciation, amortization and Taxation||1799.90||1366.27|
|Less: Financial expenses||608.68||459.50|
|Operating profit before Depreciation, amortization & Taxation||1191.22||906.77|
|Less: Depreciation & amortization written off||561.34||532.40|
|Profit before Taxation||629.88||374.37|
|Less : Provision for Taxation|
|Profit after Taxation||332.45||234.10|
|Add: Balance brought forward||483.29||249.19|
|Profit available for appropriation||815.74||483.29|
Your Directors are pleased to inform the members that during the year under review, your company reported encouraging performance. Companys exports increasing year after year and during the year under review export sale has gone up from ^1589.62 Lacs to ^6722.14 Lacs registering an increase of 4.23 times. This becomes possible due to improved quality of denim Fabrics and good service to our all export customers. The overall operating Income of the Company during the F.Y. 2017-18 is of Rs. 28553.54 Lacs, which is increased by 4% as compared to previous year. During the Profit Before tax is Rs. 629.88 Lacs and profit after Tax of Rs. 332.45 Lacs which showed an increase by 68 % and 42% respectively as compared to Previous year. This was possible due to the better working capital management & effective cost control.
Further that the company has expanded operations at its existing Denim unit situated at Gangrar (Raj.); through capacity addition of 120 Lacs Mtrs p.a. and setting up of complete manufacturing facilities by installation of one more Indigo Dying Machine and replacing old 24 Air Jet Looms to Fresh imported New Air Jet Looms and company also installed Mersrizer, Dsizer and related finishing range for manufacturing of export quality fabrics. The total production capacity (Denim Unit) of the company has been increased from 240 Lacs Mtrs to 360 Lacs Mtrs p.a.
3. TRANSFER TO RESERVES:-
The Company propose not to transfer any amount to the reserves and an amount of Rs. 332.45 Lacs proposed to be retained in the Profit & Loss A/c.
ln view of the planned business growth, your directors deem it proper to conserve the resources of the Company for its activities/ expansion and therefore, do not propose any dividend for the F.Y. ended 31.03.2018 and carried forward the net profit balance to the next year.
5. CREDIT RATING:-
Brickwork Rating India Pvt. Ltd vide their letter number BWR/ BLR /DEL/IRC/RK/1418/2018-19 dated 03th July, 2018; has reviewed and reaffirmed the following ratings to the bank loan facilities of Rs. 79.22 Crores availed by the Company:
|Total Bank Loan Facilities Rated||Rs. 79.22 Crore (enhanced from rs. 72.31 Crore)|
|Long Term Rating||BWR BBB (Stable Upgraded)|
|Short Term Rating||BWR A3+ (Upgraded)|
The aforesaid rating is valid for Twelve Month.
6. CAPITAL STRUCTURE:-
The Authorised Share Capital of the Company is Rs. 13,00,00,000/- (Rupees Thirteen Crore only) divided into 130,00,000 (One Hundred Thirty Lacs only) equity shares of Rs.10/- each.
The Paid up share capital of the Company is Rs. 12,68,33,500/- (Rupees Twelve Crore Sixty Eight Lacs Thirty Three Thousand Five Hundred only) divided into 126,83,350 (One Crore Twenty Six Lacs Eighty Three Thousand Three Hundred Fifty only) equity shares of Rs.10/- each.
7. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:-
There have been no material changes 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.
8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS & COMPANYS OPERATIONS IN FUTURE:-
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.
9. SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY:-
As on March 31, 2018, the Company does not have any subsidiary or joint venture or any associates Company.
10. MAINTENANCE OF COST RECORD:-
Our Company is required to maintain the cost record as specified by the Central Government under subsection^) of section 148 of the Companies Act, 2013 and the company has made and maintained the cost record as prescribed.
11. STATUTORY AUDITOR & AUDIT REPORT:-
M/s B. Maheshwari & Co., Chartered Accountants, Bhilwara (Firm Registration No. 105839W), Bhilwara, retire at ensuing Annual General Meeting. The Audit Committee recommended to the board to reappoint M/s B. Maheshwari & Co., Chartered Accountants, Bhilwara, for the next term of 5 year. M/s B. Maheshwari & Co., Chartered Accountants, Bhilwara also showed their willingness to accept their reappointment pursuant to sec 139 of the Companies Act 2013, to hold office from the conclusion this Annual General Meeting (AGM) till the conclusion of the AGM of the Company to be held in the year 2023. Further they have confirmed their eligibility to the effect that their reappointment, if made would be within the prescribed limits under the Act and that they are not disqualified. On the recommendation of the Audit Committee the board has approved the proposed resolution and recommended to the share holder for approval of the same in ensuing AGM.
There are no qualifications or observations or remarks made by the Auditors in their Report.
12. SECRETARIAL AUDIT:-
In terms of Section 204 of the Companies Act, 2013 and Rules made there under, the board has appointed M/s. Avinash Nolakha & Associates (M. No. A36411), Practicing Company Secretary as the Secretarial Auditor of the company. The report of the Secretarial Auditors in MR-3 is enclosed as Annexure III to this report. The report is self-explanatory and do not call for any further comments.
13. COST AUDITORS:-
As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. On the recommendation of the Audit Committee, the Board has appointed M/s Avnesh Jain & Co., Cost Accountants, Jaipur as cost auditors for conducting the audit of cost records of the Company for the financial year 2018-19.
14. CHANGE IN THE NATURE OF BUSINESS:-
There is no change in the nature of the business of the company.
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL-
The Board of Directors is duly constituted during the year. Mr. Dilip Balkishan Porwal [DIN : 07694518] who was the additional Independent Director of the company had been re-appointed as Independent Non- Executive Directors of the Company in the AGM held on 04.09.2017 and Mr. Maheshchandra Kailashchandra Ladha [DIN: 02333125] is appointed as Whole Time Director of the Company w.e.f. 09.08.2018 and the terms of appointment & remuneration payable to Mr. Maheshchandra Kailashchandra Ladha is being placed before the share holders for the ratification.
Mr. Kamlesh Kailashchand Ladha [DIN : 03520135], Whole Time Director of the Company, is liable to retire by rotation & being eligible to offer themselves for re-appointment.
Detail of Director & KMP are as follows:-
|Name of Directors/KMP||Designation|
|01 Mr. Yogesh Laddha||Managing Director|
|02 Mr. Kailashchandra Hiralal Laddha||Whole Time Director cum Chairman|
|03 Mr. Kamlesh Kailashchand Ladha||Whole Time Director|
|04 Ms. Pallavi Laddha||Whole Time Director|
|05 Mr. Maheshchandra Kailashchandra Ladha||Whole Time Director|
|06 Mr. Shriniwas Shivraj Bhattad||Independent Non-Executive Directors|
|07 Mr. Basant Kishangopal Porwal||Independent Non-Executive Directors|
|08 Mr. Dilip Balkishan Porwal||Independent Non-Executive Directors|
|09 Mr. Bharat Agal||Chief Finance Officer|
|10 Mr. Prateek Jain||Company Secretary|
The Company has not invited / accepted any deposits from the public during the year ended March 31,2018. There were no unclaimed or unpaid deposits as on March 31, 2018.
17. 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 - As Per Annexure I
18. CORPORATE SOCIAL RESPONSIBILITY:-
The profit before tax for the year ended 31st March 2018 exceeds Rupees Five Crores. Therefore, Section 135 of the Companies Act, 2013 becomes applicable from the financial year 2018-2019. The board has constituted the CSR Committee, comprising the following members:-
|1. Mr. Yogesh Laddha||- Managing Director|
|2. Mr. Maheshchandra Kailashchandra Ladha||- Whole Time Director|
|3. Mr. Dilip Balkishan Porwal||- Independent, Non-Executive Director|
The broad terms of reference of the CSR Committee are as under:
Formulating and recommending to the Board, the CSR Policy which shall indicate the activities to be undertaken by the Company.
Recommending the amount of expenditure to be incurred on the aforesaid activities and
Reviewing and Monitoring the CSR Policy of the Company from time to time.
19. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:-
In pursuant to the section 177 (9) & (10) of the Companies Act, 2013, a vigil Mechanism for director and employees to report genuine concerns has been established. The Vigil Mechanism/ Whistle Blower Policy has been read uploaded on the Website of the Company at www.manomaytexindia.com under lnvestorPolicy Whistle Blower Policy link.
20. RISK MANAGEMENT POLICY:- FRAMEWORK
Risk Management is a key aspect of the "Corporate Governance Principles and Code of Conduct" which aims to improve the governance practices across the Companys activities. Risk management policy and processes will enable the Company to proactively manage uncertainty and changes in the internal and external environment to limit negative impacts and capitalize on opportunities.
BACKGROUND AND IMPLEMENTATION
The Company is prone to inherent business risks. This document is intended to formalize a risk management policy, the objective of which shall be identification, evaluation, monitoring and minimization of identifiable risks.
This policy is in compliance with the Listing Agreement which requires the Company to lay down procedure for risk assessment and procedure for risk minimization.
The Board of Directors of the Company and the Audit Committee shall periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network. Head of Departments shall be responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board and Audit Committee.
The Company has not made Risk Management Committee but the Board of Directors and Audit Committee is looking after the Risk Management of the Company.
21. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:-
The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3), uploaded on companys website (Link-http://manomaytexindia.com/Nomination-and-Remuneration- Policy.pdf .) Due to changes in the Regulation 19 of the SEBI (LODR) Regulations, 2015 and section 178 of the Companies Act, 2013, the Committee amended the Nomination and Remuneration Policy in compliance with these amendments and same was approved and adopted by the Nomination & Remuneration Committee and Board w.e.f. 9th August, 2018.
22. MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEE THEREOF:- Board Meeting:-
The Board of Directors of the Company met 8 (eight) times during the year on in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes Book kept by the company for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
The names of the Directors their attendance at the Board Meeting and last Annual General Meeting of Company are given as below:
|Name of the Director||Board Meeting held during Tenure of Director||Board Meeting attended||Attendance at the Last Annual General Meeting|
|Mr. Yogesh Laddha||8||8||Yes|
|Mr. Kailashchandra Hiralal Laddha||8||8||Yes|
|Mr. Kamlesh Kailashchand Ladha||8||8||No|
|Ms. Pallavi Laddha||8||8||Yes|
|Mr. Maheshchandra Kailashchandra Ladha||8||4||Yes|
|Mr. Shriniwas Shivraj Bhattad||8||2||No|
|Mr. Basant Kishangopal Porwal||8||3||No|
|Mr. Dilip Balkishan Porwal||8||3||Yes|
|Name of the Committee Member||NRC Meeting held during Tenure of Director||NRC Meeting attended|
|Mr. Kamlesh Kailashchand Ladha||3||1|
|Mr. Shriniwas Shivraj Bhattad||3||3|
|Mr. Basant Kishangopal Porwal||3||3|
|Mr. Dilip Balkishan Porwal||3||3|
Audit Committee Meetings:-
|Name of the Committee Member||Audit Committee Meeting held during Tenure of Director||Audit Committee Meeting attended|
|Mr. Basant Kishangopal Porwal||4||4|
|Mr. Dilip Balkishan Porwal||4||4|
|Mr. Yogesh Laddha||4||4|
Stakeholder Relationship Committee Meetings:-
|Name of the Committee Member||SRC Meeting held during Tenure of Director||SRC Meeting attended|
|Mr. Maheshchandra Kailashchandra Ladha||4||4|
|Mr. Yogesh Laddha||4||4|
|Mr. Kamlesh Kailashchand Ladha||4||4|
23. DIRECTORS RESPONSIBILITY STATEMENT:-
Pursuant to the requirement under section 134(3)(C) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:
(i) In the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(ii) The directors had 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, 2018 and of the profit and loss of the company for that period;
(iii) The directors had 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;
(iv) The directors had prepared the annual accounts on a going concern basis;
(v) 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; and
(vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
24. DECLARATION BY INDEPENDENT DIRECTORS:-
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section149 (6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:-
There are no loans, guarantees or investments in excess of the limits prescribed u/s 186 of the Act.;
26. INTERNAL CONTROL SYSTEMS:-
The Companys internal control systems are adequate and commensurate with the nature and size of the Company and it ensures:
Timely and accurate financial reporting in accordance with applicable accounting standards.
Optimum utilization, efficient monitoring, timely maintenance and safety of its assets.
Compliance with applicable laws, regulations and management policies.
27. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:-
Your Company treats its human resources as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Your companys trust is on the promotion of talent internally through job rotation and job enlargement.
28. PARTICULARS OF EMPLOYEE:-
None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
29. PERFORMANCE EVALUATION:-
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of individual Directors and the Board as a whole. Based on the criteria the exercise of evaluation was carried out through a structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings & Strategic perspectives or inputs regarding future growth of company, etc. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Director. The performance of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Directors expressed their satisfaction with the evaluation process.
30. RELATED PARTY TRANSACTIONS:-
The Company has no material significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. All transactions entered with the Related Parties as defined under the Companies Act, 2013 and regulation 23 of the SEBI (listing Obligation & Disclosure Requirements) Regulations, 2015 during the financial year were in the ordinary course of Business and on arms length basis and do not attract the provisions of section 188 of the Companies Act, 2013. Thus disclosure in form AOC- 2 is not required. The related party disclosure has been read uploaded on the Website of the Company at www.manomaytexindia.com under Investor>>Policy>> policy for determination of materiality of events.
Your Directors draw attention of the members to notes to the financial statement which sets out related party disclosures as per Accounting Standard - 18.
A statement in summary form of transactions with related parties is periodically placed before the Audit committee for review and recommendation to the Board for their approval.
31. EXTRACT OF ANNUAL RETURN:-
Extract of Annual Return of the Company in the prescribed Form MGT-9 is annexed herewith
32. INVESTOR EDUCATION AND PROTECTION FUND:-
There were no amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year.
33. LISTING OF EQUITY SHARE OF THE COMPANY:-
The equity shares of the company are listed on the SME platform of Bombay Stock Exchange Limited (BSE). The Company has paid the Annual Listing Fees to BSE for the financial year 2018-19.
The Board of Directors of the Company constituted the following Committees:
> AUDIT COMMITTEE
The Audit Committee comprises Mr. Basant Kishangopal Porwal as Chairman, Mr. Yogesh Laddha and Mr. Dilip Balkishan Porwal as the Members. The Committee is assigned role, powers and responsibilities as provide under clause 52 of the Equity Listing Agreement and Section 177 of the Companies Act, 2013.
> STAKEHOLDERS RELATIONSHIP COMMITTEE:-
The Stakeholders Relationship Committee has been reconstituted on 09.08.2018. Mr. Maheshchandra Kailashchandra Ladha ceased to be member of the committee & Mr. Dilip Balkishan Porwal, Independent Non-executive Director is appointed as member of the committee to supervise and ensure Share Transfer related matters and to look after the Stakeholders grievances.
The Stakeholders Relationship Committee comprising of the following members:-
|Mr. Dilip Balkishan Porwal, Independent Non-executive Director||- Chairman|
|Mr. Kamlesh Kailashchand Ladha||- Member|
|Mr. Yogesh Laddha||- Member|
> NOMINATION AND REMUNERATION COMMITTEE:-
Mr. Kamlesh Kailashchand Ladha ceased to be member of the committee from 09.08.2018.
Mr. Dilip Balkishan Porwal as Chairman, Mr. Shriniwas Shivraj Bhattad and Basant Kishangopal Porwal shall constitute the NRC Committee. The purpose of NRC is to recommend the nomination and remuneration of Director , KMP and to evaluate the performance of Directors.
> CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:-
Pursuant to the provision of Sec. 135(1) of the Companies Act 2013 Read with Companies (Corporate Social Responsibility) Rules, 2014 (including any amendment thereto or re-enactment thereof) the Board has constituted the CSR committee on 21.05.2018, for recommendation and monitoring of CSR activities, comprising of the following members of the Board of Directors of the Company as members of CSR Committee:
|1. Mr. Yogesh Laddha||- Managing Director|
|2. Mr. Maheshchandra Kailashchandra Ladha||- Promoter, Non-Executive Director|
|3. Mr. Dilip Balkishan Porwal||- Independent, Non-Executive Director|
35. BOARD EVALUATION:-
In compliance with the provision of Companies Act, 2013 and Listing Compliances, the Board carried out at an annual evaluation of its own performance and individual directors. It also evaluated the performance of its committees. The evaluation inter-alia covered different aspects viz. composition of board and its committees, qualification, performance, inter-personal skills, submission done by the director in varied disciplines related to the companys business etc.
36. OBLIGATION OF COMPANY UNDER THE 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, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provision of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules there under for prevention and redressal of complaints of sexual harassment at workplace. The company is committed to providing equal opportunities without regard to their race, caste, sex, religion, color, nationality, disability, etc. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the companys office premises or women service providers are covered under this policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.
During the year under review, no complaints were received by the Company relating to sexual harassment at workplace. The Management of the Company endeavors to provide safe environment for the female employees of the Company.
37. MANAGEMENT DISCUSSION AND ANALYSIS:-
The Management Discussion and analysis forms part of this annual Report as Annexure II for the year ended 31st March 2018.
Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, Local Bodies, Customers, Suppliers, Executives, Financial Institution and Central and State Governments for their continuous co-operation and assistance.
39. COMPLIANCES OF SECRETARIAL STANDARDS: -
The Company has made all the compliance of Secretarial Standards as notified by the MCA.
|Place : Bhilwara|
|Date : 09.08.2018||FOR : MANOMAY TEX INDIA LIMITED|