United Textiles Ltd Directors Report.

To

The Members,

UNITED TEXTILES LIMITED

Your directors have pleasure in presenting the ‘23rd ANNUAL REPORT’ together with the Audited Accounts for the year ended 31st March, 2016.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)
2015-2016 2014-2015
Revenue from Operation and Other Income 1397 1139
Profit/(Loss) before depreciation, Interest & Taxes 85 72
Depreciation & Amortization Expenses 42 37
Finance Cost 29 24
Profit/(Loss) before Taxes 13 11
Provision of Tax/Tax Paid (Incl. Deferred Taxation) 2 2
Profit/(Loss) after Tax 11 9

BUSINESS PERFORMANCE

During the year the company has achieved gross revenue of Rs. 1397.03 Lacs as compare to previous year of Rs. 1138.95 Lacs. The company has earned profit before tax of Rs. 13.18 Lacs as compared to previous year of Rs. 11.35 Lacs. Keeping in view of the prevailing market condition the performance of the company may be considered satisfactory.

DIVIDEND

In order to conserve resources by the Company, the Board does not recommend any dividend for the financial year ended 31st March, 2016.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2016 was Rs.3,00,00,000/-. During the year under review the company has not issued any shares or any convertible instruments.

MANAGEMENT DISCUSSION & ANALYSIS

The Spinning Yarn Industry is a lifeline in Textile Business of India. The majority of employment in India is absorbed by Textile Industry. Keeping in view of its importance the Govt. has constituted a separate Department under Textile Ministry. The Govt. has also constituted a Technology upgradation Fund (TUF) by which concessional Loan / subsidy is granted by Govt. through its various nodal agencies for upgradation in technology. The main Raw Material 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 have some what managed situation & earned profit during the year.

CORPORATE SOCIAL RESPONSIBILITY

The company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of section 135 of the Companies Act, 2013 are not applicable.

HUMAN RESOURCES

Our underlying belief is that Human Resource Development today is about nurturing 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.

BUSINESS RISK MANAGEMENT

The Company has developed & implemented Risk Management Policy. However, Company has not come across any element of risk which may threaten the existence of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As required under section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Boards and its Powers) 2014 and Regulation 22 & 46(2)(e) of SEBI(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 of the Audit Committee in case any employee should choose to report or 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.

INTERNAL FINANCIAL CONTROLS

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.

DIRECTORS & KMP

Shri Arun Kumar Agarwal, retire by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for reappointment.

Shri Sushil Kumar Aggarwal , who was a Whole Time Director of the company unfortunately has expired on 12th December ,2015.

Shri Vinod Kumar Agarwal was appointed as a Director in casual vacancy with effect from 12th December,2015.

Shri Anoop Kumar was appointed as a Company Secretary of the company with effect from 30th March , 2016.

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 SEBI(Listing Obligation And Disclosure Requirement) Regulation, 2015.

BOARD EVALUATION

Pursuant to the provisions of companies Act, 2013 and SEBI(Listing Obligation And Disclosure Requirement) Regulation, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually 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 Corporate Governance Report.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

MEETINGS

During the year Four Board Meetings and one independent directors’ meeting was held. The Details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 and "SEBI Listing Regulations" were adhered to while considering the time gap between two meetings.

AUDIT COMMITTEE

The company is having an audit committee comprising of the following directors:

1. Sh. Anil Kumar Gupta, Chairman Non Executive & Independent Director

2. Sh. Ashok Kumar Agarwal, Member Non Executive & Independent Director

3. Sh. Arun Kumar Aggarwal, Member Executive Director

NOMINATION AND REMUNERATION COMMITTEE

The company is having a Nomination & Remuneration Committee comprising of the following directors:

1. Sh. Ashok Kumar Aggarwal, Chairman Non Executive & Independent Director

2. Sh. Anil Kumar Gupta, Member Non Executive & Independent Director

3. Smt. Shalini Aggarwal, Member Non Executive Director

STAKEHOLDER RELATIONSHIP COMMITTEE:

The company is having a Stakeholder Relationship Committee comprising of the following directors:

1. Sh. Anil Kumar Gupta, Chairman Non Executive & Independent Director

2. Sh. Arun Kumar Aggarwal, Member Executive director

3. Smt. Shalini Aggarwal, Member Non Executive Director

DIRECTORS’ RESPONSIBILITY STATEMENT

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 of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have 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 judgement and estimates have been made 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, 2016 and of the profit of the 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 proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons or entities which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval.

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 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.

STATUTORY AUDITORS

M/s. N.C. Aggarwal & Co., Chartered Accountants (Firm Registration No. 003273N) have been appointed as statutory auditors of the company at the Annual General Meeting held on 30.09.2014 for a period of three years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM. They have given their eligibility & consent for the proposed ratification.

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 Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as ‘Annexure 1’.

AUDITORS OBSERVATIONS

The auditor’s observations being self explanatory have been duly explained in the notes to the accounts.

FIXED DEPOSITS

The company has not accepted any fixed deposits from the public.

INSURANCE

The Company’s properties have been adequately insured.

COMPLIANCE OF GUIDELINES OF SEBI/STOCK EXCHANGE

We have duly complied with all the guidelines issued by SEBI/Stock Exchange.

CORPORATE GOVERNANCE

Pursuant to SEBI(Listing Obligation & Disclosure Requirement)Regulation,2015 entered into with the stock exchange, a separate section on corporate governance and a certificate obtained from the auditors of the company regarding compliance with the conditions of corporate governance are forming part of this annual report.

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 as "Annexure 2".

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT - 9 is annexed herewith as "Annexure 3".

PARTICULARS OF 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 Companies Act, 2013.

PARTICULARS OF EMPLOYEES

The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

DISCLOSURE IN TERMS OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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 complaints relating to sexual harassment.

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 cooperation 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. The company feels confident of continued co-operation and efforts from them in future also.

FOR AND ON BEHALF OF THE BOARD

REGISTERED OFFICE :
7th K.M. Stone
Barwala Road, Hisar – 125 001
Date : 28th May, 2016 Shalini Aggarwal Arun Kumar Aggarwal
(Director) (Executive Director)
DIN – 00248578 DIN – 00248510
CIN : L17115HR1993PLC032092
Phone : (01662) 276182
Fax: (01662) 276182
Email : unitedtextilesltd@gmail.com

ANNEXURE – 2

A. CONSERVATION OF ENERGY

The following measures have been taken by the company for conservation of energy:-

(i) Improving power factor by proper choice of capacitors from time to time depending upon the load.

(ii) Utilising the proper load of plant and equipments, electric motors etc.

(iii) Reducing the maximum demand by properly distribution of load.

B. RESEARCH AND DEVELOPMENT (R&D) CURRENT YEAR PREVIOUS YEAR
1. Specific areas in which R & D carried out by the company
2. Benefits derived as a result of the above R & D.
3. Future plan of action
4. Expenditure on R & D : NIL NIL
a) Capital
b) Recurring
c) Total
d) Total R & D expenditure as a percentage of total turnover
TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION
1. Efforts, in brief, made towards technology absorption, adaptation and innovation.
2. Benefits derived as a result of the above efforts, e.g., production, product development import substitution etc.
In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year following information may be furnished). NIL NIL
a) Technology imported.
b) Year of import.
c) Has technology been fully absorbed
d) If not fully absorbed, areas where this has not taken place
reasons therefore and future plans of action
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
a) Activities relating to exports; initiative taken to increase export; development of new export markets for products and services; and export plans. NIL NIL
b} Total foreign exchange earned NIL NIL
c) Total foreign exchange used Rs NIL Rs. 13321094