To
The Members,
UNITED TEXTILES LIMITED
Your directors have pleasure In presenting the 30th ANNUAL REPORT together with
the Audited Accounts for the year ended 31st March, 2023.
DISCUSSION ON FINANCIAL PERFORMANCE W.R.T. OPERATIONAL PERFORMANCE
|
|
(Rs. in Lacs) |
| PARTICULARS |
2022-20 23 |
2021-2022 |
| Revenue from Operation and Other Income |
1658.73 |
1774.12 |
| Profit/(Loss) before depreciation, Interest & Taxes |
156.68 |
106.81 |
| Depreciation & Amortization Expenses |
112.13 |
68.35 |
| Finance Cost |
40.44 |
34.64 |
| Profit/(Loss) before Taxes |
4.11 |
3.82 |
| Provision of Tax/Tax Paid (Incl. Deferred Taxation) |
1.07 |
1.63 |
| Profit/(Loss) after Tax |
3.04 |
2.19 |
BUSINESS PERFORMANCE
During the year the company has achieved gross revenue of Rs. T65S.73Lacs as compared
to previous year of Rs. 1774.12Lacs. The company has earned cash profit before tax of
Rsll6.24Lacs as compared to previous year Profit of Rs.72.14 Lacs. There has been more
than 61% increase in cash profit while the turnover was somewhat less by 6.50% as compared
to previous year. In the ensuing year the performance of the company is likely to be on
higher side.
DIVIDEND
In order to conserve resources by the Company, the Board does not recommend any
dividend for the financial year ended 31" March, 2023.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Nounclaimed dividend was required to be transferred to Investor Education and
Protection Fund in terms of Section 125 of tlie Companies Act, 2013.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31,2023 was Rs. 3,00,00,000/-. During the
year under review the company has not issued any shares or any convertible instruments.
RESERVES
The reserve and surplus at the end oftheyear under review is Rs. 745.88 Laconly.
MANAGEMENT DISCUSSION & ANALYSIS
Managements Discussion and Analysis Report for the year under review, asstipulated
under regulation 34 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is asfollows:
Industry Structure and Development
i. In the past the industry has suffered due to various waves of COVID 19 break down
.But presently the whole country has come out from the adverse effect of lockdown .
Opportunities and Threats
i. In India there could be a positive side for textile business as USA and EU customers
who will be looking for alternative for China, may move to other countries such as
Vietnam, Bangladesh, India, etc. Hence it is expected that demand will increase in textile
fabrics for exports, but we need to ensure that we prepare ourselves to take the advantage
of the expected business which might drift away from China.
Segmental Review and Analysis
i. The main Raw Material of our Company is cotton, which is based on Agricultural
production of Cotton. The Production is dependent on Monsoon. In Indian climatic condition
the monsoon is always an unpredictable factor. Sometimes there is heavy rainfall &
sometime the drought situation is created, which affects the production of cotton to a
great extent creating heavy fluctuation in raw material prices. However, the company has
somewhat managed situation & earned profit during the year.
ii. The immediate focus shall be on improving the liquidity position of the company .
It has already improved the liquidity position to some extent further the company will
ensure the recovery of the outstanding and making the earliest dispatches of the finished
goods inventory to have atighter control on the working capital and reigning in fixed
costs to conserve cash.
Risks and Concerns
i. The heavy fluctuation in raw material prices will have negative impact across the
industry . Also, there could be short time recessionary pressure due to high finance cost
in view of repo rate increase by the RBI and money crunch in the market.
Outlook
i. Overall, the coming years are expected to be a tough for the textile industry and
major focus shall be on cost cutting measures, improving productivity, reduction in
wastage and efforts on taking quality to next level and deriving effi ciency to make p
rodu cts furth er cost competitive.
ii. Further, the company plansto make some structural changes in organization to make
it lean and agile and focus will be on giving improved services to customers to retain
market share.
iii. However, with our good brand image and network in the market, We expect to be back
on track soon.
INTERNAL CONTROL SYSTEMS AND THEIR AD EQUACY
The Company maintains an adequate and effective Internal Control Systems commensurate
with its size and complexity. The Company has in place adequate internal financial
controls with reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operation was observed.
HUMAN RESOURCE DEVELOPMENT/ INDUSTRIALRELATIONS:
The industrial relations in all units of the Company continue to be cordial. The
skills, experience and passion of our people facilitate deeper customer understanding and
engaging relationships and strengthen our brand value. We continue to step up efforts to
accelerate our value-based growth strategy and the overall development of human capital.
We nurture our people by investing in their empowerment through learning and development,
wellness and safety besides providing contemporary workplace facilities. Our underlying
belief is that Human Resource Development to dayisaboutnurturing human resources and
leveraging human capital towards the achievement of business goals. The Company is
committed towards creation of opportunities for its employees that help attract, retain
and develop a diverse workforce.
DETAILS OF SIGNIFICANT CHANGES (I.E. CHANGE AS COMPARED TO IMMEDIATE PREVIOUS FINANCIAL
YEAR) IN KEY FINANCIAL RATIOS
There is significant changes of more than 25%as compared to the previous year in the
following financial ratios.
| S.NO |
RATIO |
% CHANGE |
REASON |
| 1 |
Debt Equity Ratio |
51.18% |
Change in ratio is due to increase in Total Debts |
| 2 |
Debt service coverage ratio |
-33.42% |
Change in ratio is due to increase in Repayment of loan |
| 3 |
Return on Equity Ratio |
37.38% |
Change in ratio is due to increase in Profit |
| 4 |
Net capital turnover ratio |
-3898% |
Change in Ratio is due to Decrease in Working Capital |
| 5 |
Net profit ratio |
53.29% |
Change in Ratio is due to Increase in Profit |
DETAILED EXPLANATION W.R.T. CHANGE IN RETURN ON NET WORTH
The Company has maintained satisfactory performance ratios despite adverse market
situation prevailing for a major partoftheyear. Return on Net Worth during the year is
satisfactory ascomparedto thepreviousyear.
CORPORATE SOCIAL RESPONSIBILITY
The company has not developed and implemented any Corporate Social Responsibility
initiatives as the provisions ofsectionl35 of the Companies Act, 2013 are not applicable.
BUSINESS RISK MANAGEMENT
The Company has developed & implemented Risk Management Policy. However, Company
has not come across any elementofriskwhich may threaten the existence of the Company.
VIGIL MECHANISM/ WHISTLE BLOWER POUCY
As required under section 177 (9) of the CompaniesAct, 2013 read with Rule 7 of the
Companies (Meetings of Boards and its Powers) 2014 and Regulation 22 &46(2)(e) of
SEBl(Listing Obligation & Disclosure Requirement) Regulation, 2015 , the Company has
adopted a policy on vigil mechanism/whistle blower. The policy provides direct access to
the Chairman oftheAudit Committee in case any employee should choose to reportor bring up
a complaint. The company affirms that no one has been denied access to the Chairman of the
Audit Committee and also that no complaints were received during the year. The mechanism
for the same is available on the Website of the Company at following link:
www.unitedtextileslimited.com.
DIRECTORS & KEY MAN AG ERIAL PERSONNEL
- SH. VIVEK AGGARWAL, Director retires by rotation at the ensuing Annual General
Meeting and, being eligible, offer himself for reappointment.
- All independent directors have given declaration that they meet the criteria of
independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation
16(l)(b) of SEBI (Listing Obligation And Disclosure Requirement) Regulation, 2015.
-The Board of Di rectors has duly appointed Company Secretary in the company during the
year.
BOARD EVALUATION
Pursuant to the provisions of companies Act, 2013 and SE Bl( Listing Obligation And
Disclosure Requirement) Regulation, 2015, the Board has carried out annual performance
evaluation of its own performance, the directors individually including the Independent
Directors as well the evaluation of the working of its Audit, Remuneration and Share
Transfer committee. The manner in which the evaluation has been carried out has been
explained in Governance Report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has no subsidiaries, Joint ventures or Associate Companies & therefore
the Company does not require filingthedetailsof financial performance
ofSubsidiary/JointVenture/Associate Company in form
NOMINATION & REMUNERATION POLICY
The Companys Policy relating to appointment of Directors, payment of Managerial
remuneration, Directors qualifications, positive attributes, independence of Directors
and other related matters as provided under Section 178(3) of the CompaniesAct, 2013 is
published on the website of the Company on www.unitedtextileslimited.com.
MEETINGS BOARD MEETING
During the year Four Board Meetingsand one independent directors meeting were held,
the provisions of Companies Act, 2013, Secretarial Standards and "SEBI Listing
Regulations" were adhered to while considering the time gap between two meetings
AUDIT COMMITTEE
The company ishaving an auditcommittee comprising of the following directors:
1. Sh. SandeepGarg,Chairman Non-Executive & Independent Director
2. Sh.AmitBansal, Member Non-Executive & IndependentDirector
3. Sh.Amit Kumar Aggarwal,Member Non Executive Director
MEETING
During the year Four Audit Committee Meetings were held, the provisions of Companies
Act, 2013, Secretarial Standard sand "SEBI Listing Regulations" were complied in
this respect.
NOMINATION AND REMUNERATION COMMITTEE
Thecompanyishavinga Nomination & Remuneration Committee comprising of the following
directors:
1. Sh. AmitBansal,,Chairman Non-Executive & Independent Director
2. Sh. SandeepGarg, Member Non-Executive & Independent Director
3. Sh.Amit Kumar Aggarwal, Member Non Executive Director
MEETING
During the year one Nomination and Remuneration Committee Meetings was held, the
provisions of Companies Act, 2013, Secretarial Standards and "SEBI Listing
Regulations" were complied in this respect.
STAKEHOLDER RELATIONSHIP COMMITTEE:
ThecompanyishavingaStakeholder Relationship Committee comp rising ofthe foil owing
directors
1. Sh. SandeepGarg,Chairman Non-Executive & Independent Director
2. Sh. AmitBansal, Member Non-Executive & Independent Director
3. Sh.AmitKumar Aggarwal, Mem her Non Executive Director MEETING
During the year one Stakeholder Relationship Committee Meetings was held, the
provisions of Companies Act,
2013, Secretarial Standardsand "SEBI Listing Regulations"were complied in
this respect..
DIRECTORS RESPONSIBILITYSTATEMENT
Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the
best of their knowledge and ability,confirm that:
a) in the preparation ofthe annual financial statements for the year ended March 31,
2023, the applicable accounting standard shave been followed along with proper explanation
relating to material departures, if any;
b) that such accounting policies as mentioned in Notes to the Financial Statements have
been selected and applied consistently and judgment and estimates have been made that are
reasonable and prudent so as to give a true and fair view ofthe state of affairs of the
Company as at March 31, 2023 and ofthe profit ofthe Company for the year ended on that
date;
c) that 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
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) that the annual financial statements have been prepared on a going concern basis;
e) that systems to ensure compliance with the provisions of all applicable lawswere in
place and were adequate and operating effectively.
f) that proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively.
RELATED PARTYTRANSACTIONS
All related party transactions that were entered into during the financial year under
review were on an arms length basis and were in the ordinary course of business.
"There are no materially significant related party transactions during the year which
may have a potential conflict with the interest ofthe Company at large. Necessary
disclosures as required under the Indian Accounting Standards have been made in the notes
to the Financial Statements. The policy on Related Party Transactions as approved by the
Board is uploaded and is available on the Companys website, None of the Directors had any
pecuniary relationships or transactions vis-a-vis the Company except the remuneration
.Therefore the provisions of Sub Section 1 of Section 188 read with Sub-Section (3) of
Section 134 and
Rule 8(2) ofthe (Companies Accounts) Rules, 2014 are duly complied by the Company.
MATERIAL CHANGES
There are no significant material changes during the year which would impact the going
concern status of the Company and its future operations.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS
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.
STATUTORY AUDITORS
As per the provisions of Section 139,141 of the Companies Act, 2013 and rules made
thereunder the Company at its 29th Annual General Meeting held on 29/09/2022 approved the
appointment of M/S N.C. AGGARWAL & CO. Chartered Accountants (FRN No- 003273N) as
Statutory Auditor for a period of 5 years commencing from the conclusion of 29th Annual
General Meeting till the conclusion of the 34th Annual General Meeting to be held in the
year.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
( Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Ms.Anju Jain (CP No.: 2728, ACS No: 11056), Company Secretary to undertake the
secretarial audit of the company. The Secretarial Audit Report is annexed herewith as
Annexure 1. The Secretarial Audit Report does not contain any qualification, reservation
or adverse remark which needs any explanation in the Directors Report.
AUDITORS OBSERVATIONS
The auditors observations being self explanatory have been dulyexplained in thenotesto
the accounts.
FRAUD REPORTED BY THE AUDITOR
No fraud reported by the Auditor for the period under review.
DEPOSITS
The company has not accepted any deposits from the public.
COST AUDITORS AND COST AUDIT REPORT:
Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost
Records and Audit) Rules, 2014,
the accounts and records are not required to be maintained by the Company.
INSURANCE
The Companys propertieshave been adequately insured.
COMPLIANCE OFGUIDEUNES OFSEBI/STOCKEXCHANGE
We have duly complied with all the guidelines issued by SEB:/Stock Exchange.Further the
company has also Obtained the secretarial compliance report from the Company Secretary In
Practice under which various Compliances of BSE/SEBI have been reported in detail and duly
submitted to BSE.
CORPORATE GOVERNANCE
The Company is committed to maintain thehighest standards of Corporate Govern an ceand
adhere to the Corporate Governancerequirements set out by the Securitiesand Exchange Board
of India ("SEBI"). TheCompany has also implemented severalbest governance
practices. Pursuant to the provisions of Regulation 15 of Securitiesand Exchange Board of
India (Listing obligations and Disclosure Requirements) Regulations, 2015 Company is
exempt from filing or annexing the report on Corporate Governance with the Annual Report
and also exempted from the requirement of certificate either from the auditors or
practicing company secretaries regarding compliance of
conditionsof corporate governance Hence the same is not produced here.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND 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 asAnnexure 2.
BUSINESS RESPONSIBIUTY REPORT
As stipulated under the regulation 34 of the Listing Regulations, the Business
Responsibility Report is mandatory for the top 1000 listed entities based on market
capitalization (calculated as on March 31 of every financial year) and our company is not
covered in above criteria.Hence, not required to include the Business Responsibility
Statement
ANNUAL RETURN
As provided under Section 92(3) & 134(3)(a) of the Act, Annual Return for FY
2022-23shall be available on the website of the Company.
PARTICULARSOF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loan or provided any guarantee or made any investment
covered under section 186 of the CompaniesAct, 2013.
PARTICULARSOF EMPLOYEES
There was no such employee of the Company who is covered under provisions of Section
197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure3 to this
Report.
DISCLOSURE IN TERMS OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The company has in place a Policy for prevention of Sexual Harassment at the Workplace
in line with the requirements of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition &Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been setup to redress com plaints received
regarding sexual harassment.
All employees (permanent, contractual, temporary, trainees) are covered under this
policy.
The Company takes all necessary measures to ensure a harassment-free workplace and has
instituted an Internal Complaints Committee for redressal of complaints and to prevent
sexual harassment. During the year, there were no complaintsrelatingto sexual harassment.
SECRETARIALSTANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating
to Meetings of the Board of Directors andGeneral Meetings, respectively, have been
duly followed by the Company.
ACKNOWLEDGMENT
Your directors are pleased to place on record their sincere gratitude to the Government
Authorities, Financial Institutions, Bankers, Shareholders^ Customers, Dealers and Vendors
for their continued and valuable co-operation and support to the Company.
Your directors express their deep appreciation for the devoted and sincere efforts put
in by the members of the team at all levels of operations in the Company during the year,
"file company feels confident of continued co-operation and efforts from them in
future also.
|
FOR AND ON BEHALFOFTHE BOARD |
| REGISTERED OFFICE : |
|
|
| 7th KM. Stone |
|
|
| Barwala Road, Hisar-125 001 |
|
|
|
VivekAggarwal |
SONUAGGARWAL |
| Date :30th MAY,2023 |
(Whole Time Director) |
(Director) |
| Ph. : 9812 7 61843 |
DIN-07079 208 |
DIN -09113260 |
| CIN : L17115HR1993PLC032092 |
|
|
| Email : unitedtextilesltd(S)gm ail.com |
|
|
+91-9892691696
