nepc textiles ltd share price Directors report

Dear Members,

Your Directors are pleased to present to you the 22nd Annual Report of NEPC TEXTILES LIMITED with the audited statement of accounts for the year ended 31.03.2015.

1. Financial Performance

During the year the performance of the company has remained satisfactory. The brief financial highlights are as follows.

		(Rs in lakhs)
Particulars	Year ended 31-03-2015	Year ended 31-03-2014
Gross Income	-	-
Profit/ (Loss) before Depreciation	(5.05)	(11.33)
Depreciation	-	-
Profit / (Loss) after Depreciation	(5.05)	(11.33)
Provision for taxation	-	-
Profit / (Loss) after taxation	(5.05)	(11.33)
Balance Profit / (Loss) Account B/F	(591.94)	(363.64)
Add/Less: Prior Period Expenses	-	(216.96)
Add/Less: B/F of balance General Reserve	-	-
TOTAL	(596.99)	(591.94)
Appropriations:
General Reserve	-	-
Capital Work in Progress written off
Balance Profit / (Loss) carried to Balance Sheet	(596.99)	(591.94)

2. Reserves

Since there is no profit in the Company, the directors do not propose to transfer any amount to reserves during the year.

3. Dividend

The Directors do not recommend any dividend for the year ended 31.03.2015 in-view of the accumulated losses incurred by the Company.

4. Deposits

The Company has not accepted or renewed any public deposits during the financial year 2014-15.

5. Composition and Number of meetings of Board

The Board presently consists of two executive Directors, three independent Directors and one Woman Director. During the year, the Company has appointed two Additional Directors viz.

Mrs. Shivani Devi (DIN 03553773) and Mr. N.C. Agarwal (DIN 07233624) to hold office till the forthcoming Annual General Meeting. At the forthcoming Annual General Meeting, Mr. Rakesh Gupta (DIN 01683070) retires by rotation. Mr. Rakesh Gupta does not seek reappointment.

6. Board Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. The Board met 4 times during the year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report

7. Declaration by Independent Directors

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

8. Auditors

Mr. A. Nageswaran, Chartered Accountant has been appointed as Statutory Auditor in the calendar year 2014 to hold office till Companys forthcoming Annual General Meeting. The same needs your ratification at the forthcoming Annual General Meeting. The consent and eligibility letter to act as Auditors of the company has been received by the company from the said Auditors.

The observations made in Auditors Report are self explanatory and do not call for any clarification.

9. Secretarial Audit Report

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Boards report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form.

The Board of Directors appointed Mr. Deepak Rathi, Practicing Company Secretary as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2014-15 and their report is annexed to this Boards report.

With reference to the observations in Secretarial Audit Report stating that the company has not paid the listing fees and other fees, the company is strictly in process of settling the dues to the stock exchanges at earliest. The observations relating to woman director are complied with by appointing Mrs. Shivani Devi as Additional Director of the company with effect from date of this report.

The Board has also appointed Mr. Deepak Rathi, as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2015-16.

10. Loans, guarantees or investments under section 186 of the Companies Act, 2013.

The company does not attract the provisions of section 186 during the year.

11. Particulars of Contracts or Arrangements with Related Parties

During the year under review there are no related party transactions. Hence the statement in prescribed Form AOC-2 is not applicable for the year under review.

12. Vigil Mechanism

The Company has a formal mechanism for all Directors, employees and vendors of the Company to approach the Chairman of the Audit Committee of the Board and make protective disclosures about the unethical behaviour, actual or suspected fraud or violation of the Code of Conduct.

13. Foreign Exchange Earnings and Outgo, Conservation of Energy and Technology Absorption.

There are no Foreign Exchange earnings or outgo during the year.

14. Policy on Corporate Social Responsibility

During the year under review, the company does not meet the turnover and net profit criteria as mentioned under Section 135 relating to Corporate Social Responsibility.

15. Disclosure relating to remuneration of employees

Since the company has not paid any remuneration to Directors the company does not attract the provisions of sub rule 5(2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 relating to above said disclosure during the year 2014-15.

16. Disclosure relating to employees posted and working in a country outside India, not being directors or their relatives

The Company presently does not have any employee working in a country outside India.

17. Directors Responsibility Statement:

Pursuant to section 134(3) (c) and (5) of the Companies Act, 2013, with respect to Directors" Responsibility Statement, it is hereby confirmed that:

a) the Company has followed the applicable accounting standards in the preparation of the annual accounts for the year ended 31-03-2015 and there is no material deviation from the previous year.

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 for the year ended 31st March, 2015 and of the profit for the year ended 31st March, 2015.

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 and;

d) the Directors have prepared the annual accounts of the company on a going concern basis.

e) the Directors have devised proper system to ensure compliancewith the provisions of all applicable laws and that such systems were adequate and operating effectively

18. Extract of Annual Return

Pursuant to the provisions of sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management & Administration) Rules, 2014, an extract of the Annual Return of the Company for the year ended 31st March, 2015 has been given in the prescribed Form MGT-9 as Annexure- B.

19. Disclosure under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company has put in place an Anti-Sexual Harassment mechanism in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has not received any complaint of sexual harassment during the year 2014-15.

20. Human Resources

Your Company has successfully aligned human capital with business and organizational objectives. The emphasis has been on team work, skill development and development of leadership and functional capabilities of the employees.

21. Statement on Development and Implementation of Risk Management Policy

The company does not have any policy as such on Risk Management. However the company shall deal with the risk as a challenge and will come upto the expectations of the shareholders and society at large.

22. Subsidiaries, Joint Ventures and Associates

The company presently does not have any subsidiary or Joint Venture and Associate.

23. Acknowledgement :

The Directors are thankful to the shareholders, Employees, Central and State Government bodies. Banks, Financial Institutions and Customers at large, for their continued support and confidence reposed with the Company.

		For and on behalf of Board
		Tirupathi Kumar	Surendra Kumar Gupta
		Managing Director	Director
Place	Chennai	Shivani Devi	N.C.Agarwal
Date	: 29.07.2015	Additional Director	Additional Director

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31ST March, 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To, Members,

NEPC Textiles Limited

1 have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s NEPC Textiles Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st March, 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by NEPC Textiles Limited for the financial year ended on 31st March, 2015 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 CSCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992CSEBI Act)viz.>

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

However the Company does not attract the applicability of the Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998,since there is no buy back of shares in the Company at any time in past;

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards with respect to Board and general meetings of The Institute of Company Secretaries of India which are not in force as on the date of this report..

(ii) The Listing Agreements entered into by the Company with Stock Exchanges BSE and NSE.

During the period under review the Company has complied with the provisions of the Act,Rules, Regulations, Guidelines, Standards, etc. mentioned above except to the extent as mentioned below:

1. The company has not paid the listing fees to the stock exchanges where the shares of the company are listed for past two years.

2. The Company has not paid the requisite amount to the Depositories NSDL and CDSL.

I furthe r report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. However during the year-under the review the company is under non compliance to appoint the Woman Director. The same is sought to be complied with in current financial year.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision are carried through unanimity and the views of dissenting members" are considered favourably and effect is given while taking decisions.

I furthe r report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period the company has not taken any major activity such as amalgamation / merger / Collaboration / Buy Back etc. in the Company to report.

	Signature:
	Name of Company Secretary in practice : DEEPAK RATHI
Place : Chennai	ACS/PCS No.	: PCS 5620
Date : 29/07/2015	CPNo.	: 3830

This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

Annexure - A To, The Members, NEPC Textiles Limited My report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

	Signature:
	Name of Company Secretary in practice : DEEPAK RATHI
Place : Chennai	ACS/PCS No.	: PCS 5620
Date : 29/07/2015	C P No.	: 3830