| The Directors have great pleasure in presenting 39TH Annual Report
along with the Audited Balance Sheet and Profit And Loss Account for
the year ended on 31st March, 2015
1) FINANCIAL RESULTS
The financial Results are briefly indicated below:
(Amt in Rs.)
PARTICULARS For the year ended on
31st March, 2015 31st March, 2014
Total Income 2,022,138,270 127,33,67,533
Total Expenditure 1,990,453,448 125,16,26,810
Profit/(Loss)
before Taxation 31,684,822 2,17,40,723
Provision for Tax 11,698,762 75,07,001
Net Profit/(Loss)
after Tax 19,986,060 1,42,33,722
Profit/(Loss) b/f
previous year 37,632,834 2,33,99,113
Balance c/ftoBalance
Sheet 56,969,319 3,76,32,834
2) REVIEW OF OPERATIONS
During the year ended 31st March, 2015, your Company reported total
Income of Rs. 2,022,138,270 in comparison to Rs 127,33,67,533/- in
previous year resulting to an increase of Rs. 74,87,70,737. The Net
Profit after tax Increased to Rs. 19,986,060 as compared to Rs.
1,42,33,722/- in previous year marking a increase of Rs. 57,52,338 due
to increase in demand of product.
3) DIVIDEND
In order to conserve the reserves, your Company do not recommend
dividend for the financial year 2014-15.
4) FUTURE PROSPECTS
Indian economy is expected to achieve a 6% CAGR in the next 10 years
while many other countries are predicted to face a slow growth or even
stagnation. Interest of global brands and retailers in the Indian
market is likely to fuel the growth. India would attract more
investments from global brands and retailers in the coming years. This
is likely to spur the country's domestic demand and further enhance
India's investment in supply chain processes. The country's clothing
and textile industry would become more competitive both at the domestic
and global forefront. There would be diversification of the product
mix thereby creating new opportunities for exports. Until 2005, Indian
textile industry was driven by the availability of raw material, labor
and Government policies. Till 2015 economists predict that the industry
will be driven by manufacturing excellence, supply chain efficiency,
and a various range of product mix. After 2015, the industry is
expected to be product, brand, and process driven.
5) TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION
FUND.
The provisions of Section 125(2) of the Companies Act, 2013 do not
apply as there was no dividend declared and paid last year.
6) CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC
The information pertaining to conservation of energy, technology
absorption, Foreign exchange Earnings and outgo as required under
Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 is Annexure A to Director's
Report.
7) STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY
The Company has in place a mechanism to identify, assess, monitor and
mitigate various risks to key business objectives. Major risks
identified by the businesses and functions are systematically addressed
also discussed at the meetings of the Audit Committee and the Board of
Directors of the Company.
The Company's internal control systems are commensurate with the nature
of its business and the size and complexity of its operations. These
are routinely tested and certified by Statutory as well as Internal
Auditors. Significant audit observations and follow up actions thereon
are reported to the Audit Committee.
8) DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company is not required to constitute a Corporate Social
Responsibility Committee as it does not fall within purview of Section
135 of the Companies Act, 2013 and hence it is not required to
formulate policy on corporate social responsibility.
9) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013
The particulars of investment made under Section 186 of the Companies
Act, 2013 have been disclosed in the financial statements in Note 10 of
the Financial Statement.
The particulars of loans made under Section 186 of the Companies Act,
2013 have been disclosed in the financial statements in Note 11 and
Note 15 of the Financial Statement.
The Company has not given any loans or given any guarantees.
10) PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties
referred to in Section 188(1), as prescribed in Form AOC - 2 of the
rules prescribed under Chapter IX relating to Accounts of Companies
under the Companies Act, 2013, is appended is attached as Annexure B to
Director's Report.
11) EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY
SECRETARY IN THEIR REPORTS
The auditors' report and secretarial auditors' report does not contain
any qualifications, reservations or adverse remarks. Report of the
secretarial auditor is given as an annexure which forms part of this
report.
12) ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and Administration)
Rules, 2014 is furnished as Annexure C to Director's Report,
13) NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
During the financial year, the Board had met four times on 30th May,
2014 ; 14th August, 2014 ; 14th November, 2014 and 14th February, 2015.
14) DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013 The Board of
Directors of the Company hereby confirm:
(i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed and there has been no material
departure.
(ii) That the selected accounting policies were applied consistently
and the directors 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 that of the profit of the Company
for the year ended on that date. (iii) 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. (iv) That the annual accounts have
been prepared on a going concern basis. (v) The Board has laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively.- (vi) The directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
15) DEPOSITS
The Company has neither accepted nor renewed any deposits during the
year under review
16) PARTICULARS OF REMUNERATION
No details as required under section 197 (12) of the Companies Act 2013
and Rule 5(2) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, have been provided as there are no employees
drawing remuneration in excess of the prescribed limits.
The information as required under section 197 (12) of the Companies Act
2013 with regard to the comparative statement of remuneration paid to
Directors and the median salary paid to the employees of the company is
available for inspection at the company's registered office during
business hours.
The Nomination and Remuneration Committee of the Company has affirmed
at its meeting held on February 14, 2015 that the remuneration is as
per the remuneration policy of the Company. The policy is available on
the company's website: www.sunilgroup.com
17) DIRECTORS
Mr. Ravinder Kumar Gupta, resigned from the office of Directorship with
effect from 1st January, 2015. Your Directors place their appreciation
for the work done by him during his tenure.
Mrs. Alka Gopal Bajaj was inducted as an Additional Director on the
Board of the Company on 23rd March, 2015 pursuant to the provisions of
section 149, 150, 152 read with Schedule IV and all other applicable
provisions of the Companies Act, 2013 and the Companies (Appointment
and Qualification of Directors) Rules, 2014. She would hold office till
the conclusion of ensuing Annual General Meeting. Company has received
a notice in writing uder Section 160 of the Companies Act, 2013 from a
member proposing her candidature to appoint as an Independent Director
of the Company to hold office for 5 consecutive years commencing from
23rd March, 2015 to 22nd March, 2020.Your Directors hereby recommends
her appointment as Independent Women Director of the Company and
resolution for her appointment is put forward for your approval.
Mr. Ramesh Khanna is liable to retire by rotation in this Annual
General Meeting and being eligible he has offered himself for
reappointment as Director. The Company has received notice in writing
from member along with requisite fee proposing candidature of Mrs. Alka
Gopal Bajaj as Directors of the Company. Your Directors recommend their
appointment.
18) DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(7)
of the Companies Act, 2013 so as to qualify themselves to be appointed
as Independent Directors under the provisions of the Companies Act,
2013 and the relevant rules.
19) STATUTORY AUDITORS
M/s V. K Beswal & Associates, Chartered Accountants, Mumbai registered
with the Institute of Chartered Accountants of India vide firm
registration no 101083W were appointed as Statutory Auditors at their
Annual General Meeting held on 27th September, 2014 for the period of
three (3) years. i.e for the Annual General Meeting to be held in year
2017 subject to ratification at each Annual General Meeting. The
Company has received letter from them to the effect that their
appointment, if made, would be within the prescribed limits under
Section 141(3)(g) of the Companies Act, 2013 and that they are not
disqualified from appointment. The resolution for ratification of his
appointment is put forward for your approval in the ensuing Annual
General Meeting.
20) COST AUDITOR
M/s Shanker Chaudhary & Co, Cost Accountant are appointed as Cost
Accountants in compliance of Section 148(1) read with Section 139 of
the Companies Act, 2013 to audit Cost records maintained by the Company
for the financial year ended March 31, 2016. The resolution for
ratification of remuneration paid to them is put forward for your
approval in compliance of Section 148 read with Companies (Audit and
Auditors) Rules, 2014.
21) INTERNAL AUDITORS
The company has appointed Sushil Budhia Associates, Chartered
Accountants, Mumbai, as internal auditor of the company for financial
year 2015-16.
22) SECRETARIAL AUDITOR
The Company has appointed M/s HS Associates, Company Secretaries, as
Secretarial Auditors of the Company to carry out the Secretarial Audit
for the Financial Year 2015-16 and to issue Secretarial Audit Report as
per the prescribed format under rules in terms of Section 204(1) of the
Companies Act, 2013 and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. Their report is
appended to this report as Annexure D to Director's Report.
23) MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under
review, as stipulated under Clause 49 of the Listing Agreement with the
Stock Exchanges in India, is annexed to this Annual Report.
24) CORPORATE GOVERNANCE
The Company is committed to maintaining the highest standards of
Corporate Governance and adhering to the Corporate Governance
requirements as set out by Securities and Exchange Board of India. The
Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report. The Certificate from
the practicing Company Secretary confirming compliance with the
conditions of Corporate Governance as stipulated under Clause 49 is
also published elsewhere in this Annual Report.
25) SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES
The company does not have any subsidiary, joint venture or associate
company and therefore provision with respect to Section 129 of the
Companies Act, 2013 are not applicable to the Company.
26) CORPORATE GOVERNANCE REPORT
Corporate Governance Report prepared by HS Associates, Company
Secretaries, is annexed hereto as Annexure E.
27) DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL
MECHANISM
The Audit Committee consists of the following members
*Mr. Rohit Gadia- Chairman
*Mr. Mohd Iqbal-Member
Mr. Pradeep Roongta- Member
Mohd Iqbal was inducted as member on 14th November, 2014
*Rohit Gadia was elected as chairman of Audit Committee on 14th
February, 2015 due to resignation of Mr. Ravinder Kumar Gupta.
The above composition of the Audit Committee consists of independent
directors, viz., Mr. Rohit Gadia and Mr. Mohd Iqbal who form the
majority.
The Company has established a vigil mechanism policy to oversee, the
genuine concerns expressed by the employees and other Directors. The
Company has also provided adequate safeguards against victimization of
employees and Directors who express their concerns. The Company has
also provided direct access to chairman of Audit committee on reporting
issues concerning the interests of co-employees and the Company. The
Vigil Mechanism Policy is available at the website of the company:
www.sunilgroup.com
28) ANNUAL EVALUATION BY THE BOARD
The evaluation framework for assessing the performance of Directors
comprises of the following key areas:
i. Attendance of Board Meetings and Board Committee Meetings
ii. Quality of contribution to Board deliberations
iii. Strategic perspectives or inputs regarding future growth of
Company and its performance Providing perspectives and feedback going
beyond information provided by the management v. Commitment to
shareholder and other stakeholder interest The evaluation involves
Self-Evaluation by the Board Member and subsequently assessment by the
Board of Directors. A member of the Board will not participate in the
discussion of his / her evaluation.
29) COMMITTEES OF THE BOARD
During the year, in accordance with the Companies Act, 2013, the Board
constituted some of the Committees. There are currently three
Committees of the Board, as follows:
Audit Committee
Nomination and Remuneration Committee
Stakeholders' Relationship Committee
Details of all the Committees along with their charters, composition
and meetings held during the year, are provided in the "Report on
Corporate Governance", a part of this Annual Report in Annexure
30) MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY:
There were no material changes and commitments affecting the financial
position of the Company between the end of the financial year of the
Company to which the financial statements relate and the date of the
report
31) OTHER DISCLOSURES
The company does not have any Employees Stock Option Scheme in force
and hence particulars are not furnished, as the same are not
applicable.
Pursuant to clause 49 of the Listing Agreement, a report on Corporate
Governance is given in Annexure E
32) ACKNOWLDEGEMENTS
Your Company wishes to sincerely thank all the customers, commercial
banks, financial institution, creditors etc. for their continuing
support and co-operation.
Your Directors express their appreciation for the dedicated and sincere
services rendered by the employees of the company and also sincerely
thank the shareholders for the confidence reposed by them in the
company and from the continued support and co-operation extended by
them
ON BEHALF OF THE BOARD
FOR SUNIL INDUSTRIES LIMITED
DATE :14TH AUGUST, 2015 VINOD LATH
PLACE :DOMBIVLI MANAGING DIRECTOR
DIN NO: 00064774 |