Your directors have pleasure In presenting the '31*r ANNUAL REPORT together with the Audited Accounts for the year ended 31st March, 2024.
DISCUSSION ON FINANCIAL PERFORMANCE W.R.T. OPERATIONAL PERFORMANCE
PARTICULARS
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2023-2024
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2022-2023
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Revenue from Operation and Other Income
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1336.52
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1658.73
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Profit/fLoss) before depredation, interest & Taxes
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192.42
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156.68
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Depreciation & Amortization Expenses
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125.92
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112.13
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Finance Cost
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64.10
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40.44
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Proftt/(Loss) before Taxes
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2.40
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4.11
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Provision ofTax/Tax Paid find. Deferred Taxation}
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1.88
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1.07
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Profit/(Loss) after Tax
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0.52
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3.04
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BUSINESS PERFORMANCE
During the year the company has achieved gross revenue of Rs. 2336.52 Lacs as compared to previous year of Rs. 3658.73 Lacs. The company has earned cash profit before tax of Rs L28.32Lacs as compared to previous year Rs. 116.24 Lacs. There has been more than 10 % Increase In cash profit while the turnover was somewhat less by 19.42% as compared to previous year. Considering the market condition and competition the performance of the company can be termed as satisfactory. DIVIDEND
In order to conserve resources by the Company, the Board does not recommend any dividend for the financial year ended 31* March, 2024.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
No unclaimed dividend was required to be transferred to Investor Education and Protection Fund In terms of Section 125 of the Companies Act, 2013.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31,2024 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 of the year under review Is Rs. 747.41 Lac only.
MANAGEMENT DISCUSSION & ANALYSIS
Management's Discussion and Analysis Report for the year under review, as stipulated under regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") Is as follows:
Industry Structure and Development
i. In the past the industry has suffered due to various waves of COVID19 break down .But presently the whole
country has come out from the adverse effect of lockdown . 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, maiy move to other countries such as Vietnam, Bangladesh, India, etc. Hence It Is expected that demand will Increase tn 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. Presently political disturbance In Bangladesh will give benefit to India.
Segmental Review and Analytic
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 a tighter control on the working capital and reigning in fixed costs to conserve cash.
Sisks and Concerns
1. 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 efficiency to make products further cost competitive.
II. Further,the company plans to 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 perform better In the ensuing year.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
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/INDUSTRIAL RELATIONS:
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 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.
DETAILS OF SIGNIFICANT CHANGES {I.E. CHANGE AS COMPARED TO IMMEDIATE PREVIOUS FINANCIAL YEAR) IN KEY FINANCIAL RATIOS
Than Is significant changes of more than 25K as compared to tha previous yaar In the following financial redos.
S.NO
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RATIO
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K CHANGE
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REASON
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1
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Return on Equity Ratio
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-99.83%
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Change In ratio Is due to decrease In Profit
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2
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Inventory Turnover Ratio
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-46.10%
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Change in ratio is due to less turnover and high inventory
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3
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Trade Payable Turnover Ratio
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-2S.8BK
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Change In ratio Is due to less turnover and high creditors
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4
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Net capital turnover ratio
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66.13%
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Change In Ratio Is due to Decrease In Working Capital
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5
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Net profit ratio
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-78.28%
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Change in Ratio is due to Increase in Profit
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6
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Return on Capital Employed
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•54.41%
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Change In ratio Is due to decrease In Profit
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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 part of the year. Return on Net Worth during the year Is less as compared to the previous 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.
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 POUCY
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(Ust1ng 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. The mechanism for the same Is available on the Website of the Company at following link: www.unltedtextllesllmHed.oom.
DIRECTORS ft KEY MANAGERIAL PERSONNEL
- Smt. 5onu AGGARWAL, Director retires by rotation at the ensuing Annual General Meeting and, being eligible, offer herself far reappointment
- Sh. Sandeep Gang & Sh. Amlt Bansal who are the Independent directors In the company since 13.11.2015 . their terms of five year will expire on 12,11,2024. Hence they have sought re appointment far second term of five years.
- All Independent directors have given declaration that they meet the criteria of Independence as laid down under section 14B(fi) of the Companies Act; 2013 and Regulation lfi(l)(b) of 5EBI (Listing Obligation And Disclosure Requirement) Regulation, 2015.
-The Board of Directors has duly appointed Company Secretary In the company during the year.
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 including the Independent Directors as well the evaluation of the working of its Audit; Remuneration and Share Transfer committee.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANE5
The Company has no subsidiaries, Joint ventures or Associate Companies & therefore the Company does not requite filing the details of financial performance of Suhsldiary/Jolnt Venture/Assocfote Company In form AOC -1.
NOMINATION ft REMUNERATION POLICY
The Company's 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 Companies Act, 2013 Is published on the website of the Company on www.unltedtextHaslimited.com.
MEETINGS BOARD MEETING
During the year Four Board Meetings and 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 Is having an audit committee comprising of the following directors:
L Sh. Sandeep Garg,Chairman Nor-Executive & Independent Director
2. Sh .Amlt Bansal, Member Non-Executive & Independent Director
3. SmtSonu Aggarwal,Member, Director
MEETING
During the year Four Audit Committee Meetings were held, the provisions of Companies Act, 2013, Secretarial Standards and 'SEED Listing Regulations' were compiled In this respect.
NOMINATION AND REMUNERATION COMMITTEE
The company Is having a Nomination ft Remuneration Committee comprising of the following directors:
L Sh. Amlt Bansal,,Chairman Non-Executive & Independent Director
2. Sh.SandeepGarg,Member Non-Executive ft Independent Director
3. SmtSonu Aggarwal .Member, 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 compiled In this respect
STAKEHOLDER RELATIONSHIP COMMITTEE:
The company Is having a Stakeholder Relationship Committee comprising of the following directors L Sh. Sandeep Garg .Chairman Non-Executive & Independent Director
2. Sh.Amtt Bansal, Member Non-Executive ft Independent Director
3. SmtSonu Aggarwal,Member, Director
MEETING
During the year one Stakeholder Relationship Committee Meetings was held, the provisions of Companies Act 2013, Secretarial Standards and "SEBI Listing Regulations' were complied in this respect
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, 2024, 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 Judgment 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, 2024 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 systems to ensure compliance with the provisions of all applicable laws were 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 PARTY TRANSACTIONS
All related party transactions that were entered Into during the financial year under review were on an ami's 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 of the 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 Company's website. None of the Directors had any pecuniary relationships or transactions vls-g-vls the Company except the remuneration . Therefore the provisions of Subsection 1 of Section 188 read with Sub-Section (3) of Section 134 and Rule 8(2) of the (Companies Accounts) Rules, 2014 are duly compiled 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 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
As per the provisions of Section 139,141 of the Companies Act, 2013 and rules made there under 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 34<h 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: 1105S), Company Secretary to undertake the secretarial audit of the company. The Secretarial Audit Report Is annexed herewith as 'Annaxura 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 auditor's observations being self explanatory have been duly explained in the notes to 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 Company's properties have been adequately Insured.
COMPLIANCE OF GUIDELINES OF SEB1/STOCK EXCHANGE
We have duly complied with all the guidelines issued by SEBI/Stodc 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 the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board erf India ('SEBI'). The Company has also implemented several best governance practices. Pursuant to the provisions of Regulation IS of Securities and 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 conditions of corporate governance Hence the same b not produced here.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Information an 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, B of The Companies (Accounts] Rules, 2014, b annexed herewith as'Annexure 2f.
BUSINESS RESPONSIBILITY REPORT
As stipulated under the regulation 34 of the listing Regulations, the Business Responsibility Report Is mandatory for the top 1000 listed entitles based on market capitalization (calculated as on March 31 of every financial year) and our company b 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 2023-24 shall be available on the website of the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loan or provided any guarantee or made any investment covered under section IRS of the Companies Act, 2013.
PARTICULARS OF 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 Annexure 3 to this Report.
DISCLOSURE IN TERMS OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHBITION 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 set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under thb policy.
The Company takes all necessary measures to ensure a harassmenMree workplace and has instituted an Internal Complaints Committee for redressal of oomplaints and to prevent sexual harassment. During the year, there were no complaints relating to sexual harassment.
SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, l.e. 5S-1 and S5-2, relating to'Meetings of the Board of Directors' and 'General Meetings', respectively, have been duly followed by the Company.
PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRCPTCT CODE,3016:
The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and. hence the details of difference between amount of the valuation done at the time of one-time settlement end the valuation done while taking loan from the Banka or Financial Institutions along with the reasons thereof is not applicable.
DIFFERENCE IN VALUATION:
The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.
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. 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, Hlsar-125 001
VtvakAggarwal SONU
(Whole Time Director) {Director)
Dote : 29th MAY ,2024 DIN-07079206 DIN-09113260
ON : L17115H R1993PLC032092
Email : unltcdtoctl lesltdttrnnaH.com
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