To
The Members,
Your Directors have pleasure in presenting their 35th Annual Report on the business and
operations of the Company together with the Audited Statement of Accounts for the year
ended 31st March, 2023.
FINANCIAL HIGHLIGHTS:
During the year under review, financial performance of your Company was as under:
Particulars |
31st March 2023
(Rs. in Lakhs) |
31st March 2022 (Rs. in Lakhs) |
Total Income |
0.03 |
0.77 |
Profit/(Loss) before Interest and Depreciation |
- |
- |
Before prior period adjustment |
(256.99) |
(361.25) |
Previous year adjustments & Extra Ordinary Items |
|
- |
Profit / (Loss) before Interest and Depreciation |
(256.99) |
(361.25) |
Less : Interest for the year |
|
- |
Profit / (Loss) before Depreciation |
(256.99) |
(361.25) |
Less: Depreciation |
255.52 |
272.83 |
Profit /(Loss) before Tax |
(420.13) |
(634.08) |
Profit /(Loss) from Discontinued Operation |
|
- |
Profit /(Loss) after Discontinued Operation |
(420.13) |
(634.08) |
Less : Provision for taxation |
|
- |
Comprehensive Income |
(0.01) |
0.02 |
Profit / (Loss) after Tax for the year |
(420.14) |
(634.06) |
Add: Balance Brought Forward from the Previous year |
(124942.00) |
(124307.94) |
Profit/(Loss) carried to Balance Sheet |
(125362.14) |
(124942.00) |
STATE OF COMPANYS AFFAIRS:
During the year under review, total revenue was Rs. 0.03 Lakhs as against Rs. 0.77
Lakhs in the previous year. There was a Cash loss to the tune of Rs. 256.99 Lakhs as
against Cash Loss of Rs.
361.25 Lakhs before interest & depreciation in the previous year.
BUSINESS/FUTURE OUTLOOK:
Company encountered many challenges during the year under review like: economic
sluggishness that affected consumer sentiment; suspension of work due to labour unrest;
the relatively low scale
of operations made it difficult to cover overheads, interest and depreciation. The
Central Government implemented the GST in July 2017. Even as the implementation of GST was
perhaps the most significant taxation reform in the history of independent India, the
resultant teething issues impacted the textile sector unfavorably initially. Besides,
synthetic yarn was earlier subject to a countervailing duty. Moreover due to continuous
pandemic of Covid-19 growth of the textiles sector has been deeply affected due to fall in
global as well as local demand of products. Work at Companys plant at Raipur remains
suspended due to industrial unrest and violence.
PROCESS OF RESTRUCTURING:
Under the provisions of Securitization and Reconstruction of Financial Assets and
Enforcement of Security Interest Act, 2002 (SARFAESI Act), ARCIL had taken over possession
of the secured assets of the Companys plants and has handed over the possession to
Indoworth India Limited by virtue of an inter se agreement between ARCIL and Indoworth
India Limited. Dispute arose between ARCIL and Indoworth India Limited (IWIL) which lead
to filing of a Suit for specific performance for sale of Assets of the company by IWIL
before the Honble High Court of Calcutta wherein Company was also impleaded as a party.
Besides the said Suit, various other proceedings were also initiated before the other
forums. ARCIL, IWIL and the Company have arrived at settlement and after making payment as
per the Agreement by IWIL through its nominee and the partial balance payment to be made
as per the Agreement, the said Suit has been disposed in terms of settlement Agreement. In
view of the settlement between the parties, IWIL being in possession of the assets
pursuant to the Agreement between the parties, continues to hold the assets having been
transferred to it. The necessary adjustments in the financial statements, if required,
would be made upon final adjudication of the other proceedings pending adjudication before
other forum.
DIVIDEND:
In view of huge accumulated losses, the Directors regret their inability to recommend
any dividend for the Financial Year 2022-23.
AMOUNTS TRANSFERRED TO RESERVES:
In view of huge accumulated losses and current years losses, your Directors were
unable to transfer
any amount to the General Reserve Account.
CHANGE IN NATURE OF BUSINESS:
No change in the nature of the Business taken place during the year under review.
CHANGES IN SHARE CAPITAL:
During the Financial Year 2022-23, there have been no changes in the share capital of
the Company.
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:
- in the preparation of the annual accounts for the financial year ended 31st March, 2023
the applicable accounting standards have been followed and there are no material
departures;
- they 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 at the end of the financial year and of the profit
of the Company for that period;
- they have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
- they have prepared the annual accounts on a going concern basis;
- they have laid down internal financial controls to be followed by the Company and such
internal financial controls are adequate and operating effectively except deficiencies in
operating effectiveness in respect of old outstanding of trade receivables, advances to
parties and some old creditors for expenses;
- they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNELS:
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Ravendra Pal
Singh (DIN: 07602850), Director, is liable to retire by rotation and being eligible,
offers himself for re- appointment and the same is proposed for approval at the ensuing
AGM.
During the year under review, there have been no changes in the Constitution of the
Board.
DECLARATION BY INDEPENDENT DIRECTORS:
Pursuant to Section 149(7) of the Companies Act, 2013, Independent Directors of the
Company have made a declaration confirming the compliance of the conditions of the
independence stipulated in Section 149(6) of the Act.
DEPOSITS:
Your Company has not accepted any deposit within the meaning of deposits, covered under
Chapter V of the Companies Act, 2013.
FIXED DEPOSITS:
The Company did not accept/renew any fixed deposits from public and no fixed deposits
were outstanding or remained unclaimed as on March 31, 2023.
NUMBER OF BOARD MEETINGS:
During the Financial Year 2022-23, the Board of Directors of the Company met 6 (Six)
times, details of the meetings has been given in the Corporate Governance Report, which
forms part of this report.
COMMITTEE COMPOSITION AND MEETING DETAILS:
The details pertaining to composition of various Committees are included in the
Corporate Governance Report, which forms part of this report.
CORPORATE GOVERNANCE REPORT:
A Report on Corporate Government together with a Certificate from the Auditors on
compliance thereof required under Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is annexed hereto and forms a part of this report.
MANAGEMENT DISCUSSION ANALYSIS REPORT:
The Management Discussion and Analysis Report for the year under review, as stipulated
under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the
Stock Exchanges in India, is presented in a separate section which forms part of the
Annual Report.
EXTRACT OF ANNUAL RETURN:
The extract of Annual Return, in format MGT -9, for the Financial Year 2022-23 has been
enclosed
with this report as "Annexure III".
CORPORATE SOCIAL RESPONSIBILITIES:
The provisions of Section 135 of the Companies Act, 2013 in connection with Corporate
Social Responsibility are not applicable to the Company since the Company falls below the
threshold limits.
AUDITORS REPORT:
The observations made by Auditors in their Auditors Report with reference to notes to
financial
statements are self explanatory and need no comments, forms part of this report.
STATUTORY AUDITORS:
M/s Khandelwal Ray & Co., Chartered Accountants (FR.No. 302035E) has been appointed
as the Statutory Auditors of the Company to hold office for a second term of 5 (five)
consecutive years from the conclusion of 34th of Annual General Meeting held on
29.09.2022, until the conclusion of the 39th Annual General Meeting of the company to be
held in the year 2027.
INTERNAL AUDITORS:
The Company has appointed M/s. Sakshi Aggarwal & Co., Chartered Accountants, as an
Internal Auditors of the Company for the Financial Year 2023-24.
COST AUDITORS:
Due to no business activities ,the Company had not appointed any Cost Auditors for the
Financial Year 2022-23. Hence Cost Audit is not applicable for the year 2022-23 as per the
Companies (Cost Records and Audit) Rules, 2014.
SECRETARIAL AUDITORS:
In terms of Section 204 of the Companies Act 2013, the Board of Directors at their
meeting held on 30th May, 2023 have appointed M/s K. K. Sanganeria & Associates,
Practicing Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit
of the Company for the Financial Year 2023-
24. Report of the Secretarial Auditor for the financial year ended 31.03.2023 is given
as "Annexure II" which forms part of this report.
BOARDS VIEW:
The dues of the majority of lenders stands settled through Indoworth India Limited by
its nominee vide order of Honble High Court of Calcutta while dues of other lenders are
also proposed to be settled on the same line. Some of the lenders have though agreed while
others have not responded. Consequently the Company has filed a suit for declaration and
specific performance of agreement of settlement on similar lines before Honble High Court
of Calcutta which is sub-judice. These lenders had though in the past filed recovery
proceedings which are sub-judice before the Courts/Tribunals/Forums.
The loss and damages caused to the borrower by the lender due to their breaches,
negligence and inactions is much more than the amount lent. Hence, figures of the borrowed
amount shown in the balance sheet after due adjustments with the said loss and damages
will result in No Debts Due, rather company is entitled to recover substantial amount from
the lender unless dispute is settled on similar line as agreed with ARCIL and recorded in
the order of the Honble High Court of Calcutta.
Under these facts and circumstances, the figures of borrowed amount in this balance
sheet cannot be considered as admission, if any, of the claim of lender(s).
DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:
The Company has not issued any Equity Shares with differential Rights during the
financial year.
DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:
The Company has not issued any Employee Stock Options during the financial
year.
DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:
The Company has not issued any Sweat Equity Shares during the financial
year.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes affecting the financial position of the Company occurred between
the end of the financial year to which this financial statements relate on the date of
this report.
PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186:
Details of Loans, Guarantees and Investments covered under the provisions
of Section 186 of the Companies Act, 2013 forms part of the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Related party transactions that were entered during the financial year were on arms
length basis and in the ordinary course of business. There were no materially significant
related party transactions which were in conflict of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO:
The details pertaining to conservation of energy, technology, absorption, foreign
exchange earnings
and outgo are provided as "Annexure I", which forms part of this report.
RISK MANAGEMENT POLICY:
In terms of Section 134(3)(n) of the Act, the Board of Directors has adopted a
comprehensive risk management policy which includes identification of element of risk, its
mitigation and other related factor. The Board periodically reviews the same. No Risk
Management Committee has been constituted since it is not covered by the requirements of
the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirement) Regulations, 2015 the Board of Directors has carried out an annual
evaluation of its own performance, Board committees and individual directors pursuant to
the provisions of the Act. The performance of the Board was evaluated by the Board after
seeking inputs from all the directors on the basis of the criteria such as the Board
composition and structure, effectiveness of board processes, information and functioning,
etc.
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the
performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the Board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects
of his role.
In a separate meeting of independent Directors, performance of non-independent
directors, performance of the Board as a whole and elected Chairman of the each meeting
was evaluated, taking into account the views of executive directors and non-executive
directors. The same was discussed in the board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its committees and
individual directors was also discussed.
- The Nomination and Remuneration Committee as specified u/s 178 of the Companies Act,
2013 was formed with a view to reviewing and making recommendations on annual salaries,
performance, commissions, perquisite and other employment conditions of Executives and
Officials. The Committees also takes into consideration remuneration practices followed
by leading Companies as well as information provided by reputed consultants while
determining the overall remuneration package.
- During the year under review the Nomination and Remuneration Committee met on
30.05.2022, details of the meeting have been given in Corporate Governance Report, which
forms part of this report.
- The following are the members of the Committee at present:
Name |
Designation |
Executive/Non-Executive/Independent |
Mrs. Silpi Chakraborty |
Chairperson |
Non- Executive & Independent |
Mr. Kishor Jhunjhunwala |
Member |
Non- Executive & Independent |
Mr. Ravendra Pal Singh |
Member |
Non- Executive & Non-Independent |
RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE
EMPLOYEES:
The information as required under Section 197 of the Companies Act, 2013 read with Rule
5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
available. In terms of Section 136(1) read with its relevant provisions of the Companies
Act, 2013, the Annual Report excluding the aforesaid information is being sent to the
Members of the Company and others entitled thereto. The said information shall be kept
open for inspection at the Registered Office of the Company on every working day of the
Company between 10 a.m. to 12 noon up to the date of the forthcoming Annual General
Meeting.
POLICY FOR REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER
EMPLOYEES:
The Company recognizes the fact that there is a need to align the business objective
with the specific and measurable individual objectives and targets.
The remuneration policy of the company can be accessed to its website i.e.
www.uniworth.com
RECEIPT OF ANY COMMISSION BY MD/WTD FROM A COMPANY OR FOR RECEIPT OF
COMMISSION
/ REMUNERATION FROM ITS HOLDING OR SUBSIDIARY:
No receipt of any commission by MD/WTD from a Company has been made.
DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:
Your Company doesnt have any subsidiary, joint venture or associates.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNAL:
No significant & material order has been passed by the Regulators or Courts or
Tribunal in any other case.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH
REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has adequate internal control procedures commensurate with the size, scale
and complexity of its operations, which are well supplemented by surveillance of Internal
Auditors.
DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM:
In pursuant to the provision of Section 177(9) & (10) of the Companies Act, 2013,
the Company has formulated a Whistle Blower Policy to establish a vigil mechanism for
Directors and employees of the Company to report concerns about unethical behavior, actual
or suspected fraud or violation of the companys code of conduct or ethics policy. The
Whistle Blower Policy is available on the website of the Company i.e. www.uniworth.com
HEALTH, SAFETY AND ENVIRONMENT PROTECTION:
The Company has complied with all the applicable environmental law and labour laws. The
Company has been complying with the relevant laws and has been taking all necessary
measures to protect the environment and maximize worker protection and safety.
POLICY ON PREVENTION OF SEXUAL HARASSMENT:
The Company is committed to provide a safe and conducive work environment to its
employee and
has formulated "Policy for Prevention of Sexual Harassment".
During the financial year ended 31st March, 2023 the Company has not received any
complaints pertaining to Sexual Harassment.
INDUSTRIAL RELATIONS:
Industrial Relations continued to remain cordial throughout the year. Your Directors
wish to place on record their appreciation for dedicated and sincere services rendered by
the executives, staff and workmen at all levels.
FRAUD REPORTING:
There was no fraud reported by the Auditors of the Company under Section 143(12) of the
Companies Act, 2013, to the Audit Committee or the Board of Directors during the year
under review.
PARTICULARS OF EMPLOYEES:
During the period under review, no employee of the Company drew remuneration in excess
of the limits specified under the provisions of Section 197(12) of the Companies Act, read
with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and hence no disclosure is required to be made in the Annual
Report.
ACKNOWLEDGEMENT:
Your Directors acknowledge with gratitude the co-operation and assistance received from
the Central and State Government, Financial Institutions, Banks, Shareholders and others
during the year under review.
On Behalf of the Board |
| Kishor Jhunjhunwala |
Vasavan Padhamanabhan |
|
Director |
Executive Director |
|
DIN: 00035091 |
DIN: 08396593 |
| Place: Kolkata |
|
|
| Date: 4th September, 2023 |
|
|
+91-9892691696
