Your directors have pleasure in presenting the '32nd ANNUAL REPORT’ together with the Audited Accounts for the year ended 31st March, 2025.
DISCUSSION ON FINANCIAL PERFORMANCE W.R.T. OPERATIONAL PERFORMANCE (Rs. In Lacs)
|
PARTICULARS
|
2024-2025
|
2023-2024
|
|
Revenue from Operation and Other Income
|
1030.81
|
1336.52
|
|
Proflt/(Loss) before depredation, Interest & Taxes
|
183.55
|
192.42
|
|
Depreciation & Amortization Expenses
|
118.86
|
125.92
|
|
Finance Cost
|
62.50
|
64.10
|
|
Proflt/(Loss) before Taxes
|
2.19
|
2.40
|
|
Provision of Tax/Tax Paid (Ind. Deferred Taxation}
|
0.18
|
1.88
|
|
Proflt/fLoss} after Tax
|
2.01
|
0.52
|
BUSINE55 PERFORMANCE
During the year the company has achieved gross revenue of Rs. 3030.51 Lacs as compared to previous year of Rs. 233£52Lacs. The company has earned profit after tax of Rs2.01 lacs as compared to previous year Rs.0.52 Lacs. The increase in profit after tax is remarkable as compared to the previous year while the turnover was less by 22.88% 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 31n March, 2025.
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, 2025 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. 750.10 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 ("Ustlng Regulations") Is as follows:
Industry Structure and Development
t. 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, Indie, 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. Presently political disturbance In Bangladesh will give benefit to India. Segmental Review and Anaiyaia
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.lt 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.
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 efficiency to make products further cost competitive.
ii. Further,thecomparry 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
There Is significant changes of more than 25% as compared to the previous year In the following financial ratios.
|
5. NO
|
RATIO
|
KCHANGE
|
REASON
|
|
1
|
Return on Equity Ratio
|
284.59%
|
Change in ratio is due to decrease in Profit
|
|
2
|
Inventory Turnover Ratio
|
-52.81%
|
Change In ratio Is due to decrease inventory
|
|
3
|
Trade Payable Turnover Ratio
|
-41.07%
|
Change in ratio is due to increase in TT
|
|
4
|
Net capital turnover ratio
|
-827.01%
|
Change In ratio is due to decrease In working capital
|
|
5
|
Net profit ratio
|
398.78%
|
Change in ratio is due to decrease In Profit
|
|
6
|
Trade Receivable Turnover Ratio
|
105.40%
|
Due to late recovery from receivable
|
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 moreas 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 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(List1ng 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.unltedtextilesllmited.com.
DIRECTORS & KEY MANAGERIAL PERSONNEL
- Sh. ViVEKAGGARWAL, 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 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 COMPANIES
The Company has no subsidiaries, Joint ventures or Associate Companies & therefore the Company does not require Sling the details of financial performance of Subsldiary/Joint Venture/Associate Company In form A0C-1.
NOMINATION & 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. u nitedtexti leslimited.com.
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.Details& attendanceof the meetings are given below:
| |
|
Attendance
|
|
Date of meetings
|
Total Number of directors as an the date of meeting
|
Number of directors attended
|
% of attendance
|
|
29/05/2024
|
4
|
4
|
100
|
|
13/08/2024
|
4
|
4
|
100
|
|
13/11/2024
|
4
|
4
|
100
|
|
10/02/2025
|
4
|
4
|
100
|
|
01/03/2025 (Independent Directors Meeting)
|
2
|
2
|
100
|
AUDIT COMMITTEE
The company is having an audit committee comprising of the following directors:
1. Sh. Sandeep Gang, Chairman Non-Executive & Independent Director
2. Sh .Amlt Bansal, Member Non-Executive & Independent Director
3. Smt Sonu Aggarwal, Member Director
MEETING
During the year Four Audit Committee Meetings were held, the provisions of Companies Act; 2013, Secretarial
Standards and "SEBI Listing Regulations" were complied In this respect.
NOMINATION AND REMUNERATION COMMITTEE
The company is having a Nomination & Remuneration Committee comprising of the following directors:
1. Sh. AmitBansal, Chairman Non-Executive &lndependent Director
2. Sh. SandeepGarg, Member Non-Executive &lndependerrt Director
3. Smt. Sonu 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 complied in this respect.
STAKEHOLDER RELATIONSHIP COMMITTEE:
The company is having a Stakeholder Relationship Committee comprising of the following directors
1. Sh. SandeepGarg, Chairman Non-Executive &lndependent Director
2. Sh. AmitBansal, Member Non-Executive &lndependent Director
3. Smt. SonuAggarwal,Member Director
MEETING
During the year one StakeholderRelationshlpCommittee 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, 2025, 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 31,2025 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 arm'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 vis-i-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 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
AspertheprovisionsofSection139,141of the CompaniesAct,2013andmlesmade thereunder (hereinafter referred to as "The Act"), the Company at its 29thAnnual General Meetlng('AGM’) 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.
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 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 under Section 73 of the Companies Act, 2013 during the financial year under review. However, the company has accepted loans from directors during the financial year as mentioned below:
|
Name of Director
|
Loan taken during the year
|
Loan outstanding at the end of the year
|
|
Sh. VIVEK AGGARWAL
|
7614000
|
8808693
|
|
Smt. SONU
|
1315000
|
8095000
|
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 SEBf/STOCK EXCHANGE
We have duly complied with all the guidelines issued by SEBI/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 Governanceand 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 conditions of corporate governance Hence the same is not produced here.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING5 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\
BUSINESS RESPONSIBILITY 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 2024-25shall 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 186 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, PROHIBITION AND REDRESSAI) 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 SiRedressal) 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 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 financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follow:
|
a)
|
Number of complaints of Sexual Harassment received In the Year
|
0
|
|
b)
|
Number of complaints disposed off during the year
|
0
|
|
c)
|
Number of cases pending for more than ninety days
|
0
|
MATERNITY BENEFIT
The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.
SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-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 BANKCRUPTCY CODE,2016:
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.
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-tune 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 director 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.
REGISTERED OFFICE FOR AND ON BEHALF OF THE BOARD
7th K.M. Stone
Barwala Road, Hisar -125 001 Date :29th MAY ,2025
CIN : L17115H R1993PLC032092 VIVEK AGGARWAL SONU
Email : unltedtextllesltd@gmall.com (WholeTlme Director) (Director)
DIN-07079208 DIN-09113260
|