| The Directors have pleasure in presenting the Sixteenth Annual Report
together with the Audited Statement of Accounts for the year ended
March 31, 2015.
FINANCIAL RESULTS (Rs. in lacs)
YEAR ENDED YEAR ENDED
31.03.2015 31.03.2014
Profit/(Loss) before Depreciation (840.17) (1922.23)
Depreciation 1112.06 915.33
Profit/(Loss) after Depreciation (1952.23) (2837.56)
Profit/(Loss) before Tax (1952.23) (2837.56)
Tax expenses Nil Nil
Net Profit/(Loss) for the year (1952.23) (2837.56)
DIVIDEND
In view of the loss, your Directors regret their inability to recommend
any Dividend for the year under review.
REVIEW OF OPERATIONS
The total production of Denim fabric during the year under review was
11.55 million meters as compared to 9.48 million meters during the
previous year. The Company has achieved a sales turnover of Rs.
16726.54 lacs during the year under review as compared to a turnover of
Rs. 11859.96 lacs during the previous year. The Company is a sick
company as defined under Section 3(1)(o) of the Sick Industrial
Companies (Special Provisions) Act, 1985 and the Draft Rehabilitation
Scheme is under implementation. The segment wise details as required by
Accounting Standard - 17 are given in the notes forming part of the
Accounts.
INDUSTRY STRUCTURE AND DEVELOPMENTS
The Denim capacity was around 600 million meters about five years ago
which has increased to more than 1000 million meters. In the past two
years, the Indian Denim industry has seen an increase in capacity of
about 200-250 million meters due to capacity addition by existing
players as well as entry of new payers in the field.
FUTURE PROSPECTS
The Denim industry has been growing at a steady pace but over capacity
is a serious threat due to entry of several medium/large players and
the increasing competition from the un organized sector. Fluctuation in
the prices of Cotton and other key raw materials are some of the
challenges being faced by the denim Industry. The Company is making
efforts at value addition to improve its performance.
CORPORATE GOVERNANCE
A Report on Corporate Governance along with the Auditor's Certificate
regarding Compliance of the conditions of Corporate Governance pursuant
to clause 49 of the Listing Agreement are annexed hereto.
The Directors refer to the observations of the Auditor and wish to
state that as on the date of this Report, the Composition of the Board
of Directors, is in compliance of clause 49 (II)(A)(2) of the Listing
Agreement and Company is taking steps to appoint a Chief Financial
Officer.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)( c ) of the Companies Act, 2013 the
Directors confirm that:
1. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
2. Appropriate policies have been selected and applied consistently
and have 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 as at March 31, 2015 and the loss of the Company for the year
ended March 31, 2015;
3. 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;
4. The annual accounts have been prepared on a going concern basis;
and
5. Internal financial controls to be followed by the Company have been
laid down and that such internal financial controls are adequate and
were operating effectively;
6. Proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems are adequate
and are operating effectively.
AUDIT COMMITTEE
In accordance with the provisions of Section 177 of the Companies Act,
2013 and Clause 49 of the Listing Agreement, the Company has
constituted an Audit Committee which presently comprises of the
following Directors viz. Mr. Mahendra Lodha - Chairman, Mr. Deonath
Singh, Mr. H. D. Ramsinghani and Mr. R. G. Kulkarni. The Audit
Committee acts in accordance with the terms of reference specified from
time to time by the Board. There were no instances when the
recommendations of the Audit Committee were not accepted by the Board
during the year under review.
OTHER COMMITTEES
The Company has constituted the Stakeholders Relationship Committee
which presently consists of Mr. D. N. Singh (Chairman), Mr. H. D.
Ramsinghani and Mr. S. S. Arora.
The Company has also constituted the Risk Management Committee which
presently consists of Mr. D. N. Singh (Chairman), Mr. H. D.
Ramsinghani, Mr. Mahendra Lodha and Mr. R. G. Kulkarni. The Board has
formulated a Risk Management Policy covering various risks associated
with the business of the Company.
The Company has also constituted the Nomination and Remuneration
Committee which presently consists of Mr. Mahendra Lodha (Chairman),
Mr. D. N. Singh, Mr. S. S. Arora and Mr. R. G. Kulkarni.
The Company has not constituted a Corporate Social Responsibility
Committee as the Company does not fulfil the prescribed criteria.
DISCLOSURES
Information as required under the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988 relating to the
Conservation of Energy, Technology Absorption, Foreign Exchange Earning
and Outgo is annexed hereto as Annexure A and forms a part of this
Report.
No remuneration was paid to the Managing Director during the year under
review and no remuneration was paid to non executive Directors other
than sitting fees for attending meetings of the Board or committees
thereof. There were no employees drawing remuneration in excess of the
limits prescribed under Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 during the year under
review or part thereof. The Details pertaining to remuneration 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 is annexed hereto as Annexure B and forms a part
of the Report.
Details of loans, guarantees and investments, if any, are given under
the Notes to Financial Statements.
All transactions entered in to with Related Parties during the year
under review were at an arms length at prevailing market rates and that
the provisions of Section 188 of the Companies Act, 2013 are not
attracted. There were no material related party transactions with the
Promoters, Directors or the Key Managerial Personnel or their relatives
during the year under review.
There were no significant and material orders passed by the
Regulators/Courts that would impact the going concern status of the
Company and its future operations.
The Company has formulated a Whistle Blower Policy under which all
personnel have access to the Audit Committee to report genuine concerns
or grievances relating to the business activities of the Company in
general.
The Business Responsibility Reporting as required by Clause 55 of the
Listing Agreement is not applicable to the Company as on March 31,
2015.
The Company has an adequate system of internal controls that ensures
that all assets are protected against loss from unauthorized use or
disposition and all transactions are recorded and reported in
conformity with generally accepted accounting principles.
There were no cases fled pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal ) Act, 2013 during the
year under review.
DIRECTORS
During the year under review, four Board Meetings were held on May 28,
2014, July 31, 2014, November 11, 2014 and February 11, 2015.
Mr. S. S. Arora retires by rotation at the forthcoming Annual General
Meeting and is eligible for reappointment.
The Board of Directors of the Company have appointed Mrs. N. H.
Ramsinghani as an Additional Director. In accordance with the
provisions of sections 161 of the Companies Act, 2013. Mrs. Ramsinghani
will hold office of the Director up to the date of the forthcoming
Annual General Meeting. The Company has received a Notice from a Member
pursuant to the provisions of Section 160 of the Companies Act, 2013
signifying the intention to propose the name of Mrs. N. H. Ramsinghani
as a Director of the Company.
The Board of Directors of the Company have appointed Mr. R. G. Kulkarni
as an Additional Director. In accordance with the provisions of
sections 161 of the Companies Act, 2013, Mr. R. G. Kulkarni will hold
office of the Director up to the date of the forthcoming Annual General
Meeting. The Company has received a Notice from a Member pursuant to
the provisions of Section 160 of the Companies Act, 2013 signifying the
intention to propose the name of Mr. R. G. Kulkarni as a Director of
the Company. In accordance with the provisions of sections 149 and 152
of the Companies Act, 2013 and the rules made there under, it is
proposed to appoint Mr. R. G. Kulkarni as non executive Independent
Director for a period of five years from the date of the forthcoming
Annual General Meeting.
All Independent directors have given declarations that they meet the
criteria of independence as laid down in Section 149(6) of the
Companies Act,2013 and Clause 49 of the Listing Agreement.
The Board of Directors have framed a policy in relation to remuneration
of directors, Key Managerial Personnel and senior Management and it
lays down criteria for selection and appointment of Board Members.
The performance evaluation of the Chairman and the non executive
Directors was carried out by the Independent Directors of the Company
in their meeting held on February 11, 2015.
STATUTORY AUDITORS REPORT
There is no qualification in the Statutory Auditors Report for the year
under review.
AUDITORS
M/s. Dayal & Lohia, Chartered Accountants, (Membership No 102200W) the
Auditors of the Company retire at the conclusion of the forthcoming
Annual General Meeting and being eligible offer themselves for
reappointment. The Company has received a certificate from them
certifying that their appointment, if made, would be in compliance with
all the applicable provisions of the Companies Act, 2013.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the rules made there under, the Company has appointed Ajay A arora
& Co to undertake the Secretarial Audit of the Company. The Secretarial
Audit Report is annexed hereto as Annexure C and forms a part of this
Report. The Directors refer to the observations of the Secretarial
Auditor and wish to state on the date of this Report that the
composition of the Board of Directors is in Compliance of Clause
49(II)(A)(2) of the Listing Agreement and the Company is taking steps
to appoint a Chief Financial Officer.
COST AUDIT
The Company has appointed M/s. J. Verma & Associates, qualified Cost
Auditors for conducting the Audit of cost records for the financial
year 2015-16. The Company has received a Certificate from Cost Auditors
certifying their independence and arm's length relationship with the
Company.
The Cost Audit Compliance Report for the financial year ended 31st
March, 2014 was fled on September 20, 2014 with Ministry of Corporate
Affairs, New Delhi. The Cost Audit Report for the financial year ended
31st March, 2015 will be fled within the stipulated time.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in Form MGT 9 pursuant to the
provisions of Section 92 of the Companies Act, 2013 is annexed hereto
as Annexure D and forms a part of this Report.
FIXED DEPOSITS
The Company has not accepted any public deposits and as such no amount
on account of principal or interest on public deposits was outstanding
as on the date of the Balance Sheet.
SAFETY, ENVIRONMENTAL CONTROL & PROTECTION
The Company has taken all the necessary steps for Safety and
Environmental Control and Protection at its plant at Lalru.
INDUSTRIAL RELATIONS
The Industrial Relations remained cordial during the year under review.
ACKNOWLEDGEMENT
Your Directors sincerely record their appreciation with gratitude for
the continued support and assistance extended to the Company by the
Financial Institutions, Banks and various Government Departments and
Agencies.
CAUTIONARY STATEMENT
Statements in this Report describing the Company's objectives,
projections, estimates, expectations or predictions are based on
certain assumptions and expectations of future events. Actual results
could differ materially from those expressed or implied. Important
factors that could make a difference to the Company's operations
include domestic and global prices of Methanol/Naphtha, changes in
Government regulations, future availability of gas, litigation and
industrial relations. The Company assumes no responsibility to amend,
modify or revise any of the statements on the basis of subsequent
developments, information or events.
For and on behalf of the Board
Place : Mumbai H. D. RAMSINGHANI
Date : August 4, 2015 CHAIRMAN & MANAGING DIRECTOR
DIN: 00035416 | 