| Dear Members,
The Directors present the 26th Annual Report of the Company along with
the audited statement of accounts for the year ended 31 st March 2015.
FINANCIAL RESULTS (in Rs)
PARTICULARS 31.03.2015 31.03.2014
Sales Turnover 74,35,46,393 80,84,14,576
Profit/Loss before interest, (7,69,99,024) (3,48,25,087)
depreciation and tax
Less: Interest 26,58,10,220 27,92,70,128
Depreciation 23,32,89,607 17,53,73,826
Extraordinary Items 97,88,309 5,77,88,023
Net Profit/loss for the year (43,18,89,112) (54,72,57,064)
before Tax
PERFORMANCE
During the year under review, the performance of the company was below
possible level due to insufficient Working Capital facility and the
overall recession prevailed in the Textile Industry.
With the limited resources available, the company found it extremely
difficult to run all the units. At the same time it was felt not
advisable to close one or more Units and the assets are to be
maintained in a good condition atleast to get a good price for that
matter.
DEBT RECOVERY TRIBUNAL:
M/s State Bank of India, Stressed Asset Management Branch, Coimbatore
as the leader of the consortium banks have filed Original Application
in the Debt Recovery Tribunal, Coimbatore for the recovery of the
outstanding dues of Rs. 353,38,13,295/- as on 1-3-2013. This
outstanding amount is exclusive of the dues to IDBI.. The matter is
sub-judice. In the meantime the Lenders have initiated action for the
recovery of the dues under SARFAESI Act The company has filed appeal
against the Original Application filed by M/s State Bank of India and
challenging the action of the Lenders and the matter is sub-judice.
DIVIDEND
In view of the huge loss incurred by the company during the year, the
Directors are not in a position to recommend any dividend for the
financial year ended 31st March, 2015.
FINANCE
The total outstanding dues to the consortium of Lenders as on 31-3-2015
including interest accrued is Rs 365,17,98,258 / - .During the previous
year the company has requested the Lenders to defer the sale of
remaining two Wind Mills since the disposal of Windmills would directly
affect the operations of the remaining units including the garment
production.. This would result in loss of production as well as under
utilization of manpower. Sale of Windmill should not be seen in
isolation and instead it should be seen as a facilitator of for running
the other units. However, the Lenders have sold the remaining two Wind
Mills on 6-11-2014 for a total consideration of Rs 13,63,00,000 /-.
This will have serious impact on the working of the company and the
full impact will be felt in the coming years.
The company is taking all possible effort to keep all the units running
so as to get maximum value while disposing the same for the re-payment
of Bank Loans.
During the year under review, the company has been served with a Show
Cause Notice dated 12-1-2015 from M/s Canara Bank deciding to include
the name of the Company as a Wilful Defaulter and the company has
replied suitably to Canara Bank. The company has also been served with
a Show Cause Notice dated 24-4-2015 from State Bank of India, Stressed
Asset Management Branch deciding to include the name of the Company as a
Wilful Defaulter and the company has requested them to refer the issue
to the Redressal Committee for submission of objections.
Since the Lenders started taking various steps including release of
E-Auction Notices, the Company as stated elsewhere was forced to resort
to seeking remedies through legal avenues. However, the intention of
the company was (or for that matter is) not to find out solutions for
its heavy debt problem in the corridor of Courts. They have taken
symbolic possession of all the Units and in fact taken physical
possession of the Weaving & Processing Unit (Unit 8) and Wet Processing
Unit ( Unit- 6) at Perundurai on 21-5-2015 and also the Ring Spinning
Unit (Unit-4 & 9 ) at Udamalpet on 3-6-2015. They are also trying to
sell the Units through E-auction route and notices have been issued in
this connection and the auction were held on 22-12-2013,
9-3-2014,13-9-2014,12-12-2014, we understand that some of the units
have been sold in the auction. Parallely the Company has offered
several One Time Settlement proposal (OTS) and the some have been
rejected by the bank. The company is still negotiating with the banks
for the one time settlement.
In the process of implementation of the SARFAESI ACT, the Lenders have
recovered a sum of Rs 40,47,22,930/- by selling the assets consisting
of three vacant lands and five Wind Mills and also by way of retention
from every collection which comes to Rs 13,61,95,530/- upto 31 -3-2015.
Lenders have imposed daily retention without regard to the working
capital requirement of the company forcing the company to close its
unit requirement one after another.
DEPOSITS
The company is not accepting Fixed Deposits. The relevant provisions of
Section 73 of the Companies Act,2013 in this regard to deposits
wherever applicable have been duly complied with.
CORPORATE GOVERNANCE
A separate Report on the Corporate Governance is enclosed as part of
this Annual Report. The Auditors of the Company have also given their
certificate relating to compliance of Corporate Governance and this
report is annexed to the report of Corporate Governance as is required
by the Listing Agreement.
LISTINGS
The company's shares are listed both in National Stock Exchange of
India Ltd and Mumbai Stock Exchange Ltd. The company has paid listing
fee to both the exchanges. The company has already applied for
de-listing of its equity shares to Calcutta Stock Exchange Association
Ltd and Coimbatore Stock Exchange Ltd. Though all the formalities have
been completed and reminders have been sent, reply from these two stock
exchanges are awaited. However no listing fee has been paid to these
two stock exchanges.
2. Extracts of the Annual Return.
As per the requirements of provisions of the Companies Act, 2013, the
extract of the Annual Return in the prescribed Form MGT-9 is annexed
hereto as Annexure 1 froming part of this report.
3. Number of Meetings of the Board.
Details of number of meetings of Board of Directors and Committees
thereof and the attendance of the Directors in such meetings are
provided in the Corporate Governance Report attached elsewhere in the
Annual Report.
4. Directors
At Appointment
Sri. N.Venkatesan was appointed as an Independent Director of the
company in the Board Meeting held on 12-11-2014. He is a practicing
Chartered Accountant. He is also the Internal Auditor for the Karunya
University, Coimbatore. He has submitted necessary declaration as
provided under the Clause (7) of Section 152 of the Companies Act,
2013.
Smt. M.V.Suryaprabha was appointed as an independent Director of the
company in the Board Meeting held on 12-11-2014. She has been appointed
as a Woman Director to comply with the provision of Rule 3 of The
Companies (Appointment and Qualification of Directors ) Rule, 2014. She
is a practicing Advocate. She has submitted necessary declaration as
provided under the Clause (7) of Section 152 of the Companies Act,
2013.
B) Resignation
Sri. R.Dhandapani was appointed as an Independent Director in the Board
Meeting held on 13-8-2014 and subsequently resigned on 8-9-2014 due to
his personal reasons. Necessary returns in respect of his appointment
as well as his resignation were filed with the Registrar of Companies,
Coimbatore.
M/s Canara Bank have withdrawn the nomination of Sri. P.Venugopal from
the Board of the company on 13-8-2014 and in his place have nominated
Sri. P.T. Kalaiselvan with effect from 13-8-2014.
M/s State Bank of Hyderabad have withdrawn the nomination of Sri.
LV.Ravindra Kumar from the Board of the company on 31-3-2015 and in his
place have nominated Sri. Rajanikanta Naik with effect from 1-4-2015
M/s IDBI Bank Ltd have withdrawn the nomination of Sri. G.V.Chandra
Bhaskar from the Board of the Company with effect from 31-1-2015 and
have not appointed anybody in his place.
5. Directors' Responsibility Statement.
In terms of the requirement of Section 134 (3) (c) of the Companies
Act, 2013, the Directors hereby confirm:
1) that in the preparation of Annual Accounts, the applicable
Accounting Standards have been followed along with proper explanations
relating to material departures
2) that the Directors have selected such accounting policies and
applied them consistently and made judgements 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 accounting year namely
March 31,2015 and of the profit / loss of the Company for that period.
3) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of the Act, for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
4) that the Directors have prepared the Annual Accounts on a going
concern basis.
5) the Directors have laid down internal financial controls to be
followed by the company and such internal financial controls are
adequate
6 the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and are operating effectively.
6. Nomination and Remuneration Committee and Policy.
As per the requirements of the provisions of the Companies Act, 2013, a
Nomination & Remuneration Committee was formed by the Board of
Directors consisting of
I.Sri. N. Venkatesan-Chairman (Non-Executive-Independent)
2.Smt M.V.Suryaprabha-Member (Non-Executive-Independent)
3.Sri. R.P.Joshua Member (Non-Executive-Independent)
The said committee has been empowered and authorized to exercise the
power as entrusted under the provisions of Section 178 of the Companies
Act, 2013. The Company has a policy on Directors' appointment and
remuneration including criteria for determining qualification, positive
attributes, independence of a Director and other matters provided under
sub-section (3) of Section 178 of the Companies Act, 2013 .The
Nomination and Remuneration policy is annexed herewith as Annexure 2.
7. Declaration by Independent Directors
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149 (6
) of the Companies Act, 2013 so as to qualify themselves to be
appointed / continued as Independent Directors under the provisions of
the Companies Act, 2013 and the relevant Rules thereunder.
8. Explanation & Comments
The reports of Statutory Auditors appearing elsewhere in the Annual
Report and that of the Secretarial Auditors (annexed hereto as Annexure
3) are self-explanatory the qulification / Observation of the statutory
Auditors reported elsewhere in the Independent Auditors Report.
9. Particulars of Loans / Guarantee / Investments
Details of Loans / Advances / Investments as per the provisions of
Section 186 of the Companies Act, 2013 is given under Notes to
Financial Statements.
10. Particulars of Contracts with Related Party
All the transactions of the company with related parties are at arm's
length and have taken place in the ordinary course of business.
Provisions of Section 188 of the Companies Act, 2013 is not applicable.
11. Material Changes
There is no material changes or commitments after closure of the
financial year till the date of this report.
12. Auditors
a) Statutory Auditors
M/s.Thakker & Sanghani, Chartered Accountants, retire at the ensuing
Annual General Meeting and they have given necessary certificate in
terms of provisions under the Companies Act, 2013. They are entitled to
be re-appointed. They have consented and confirmed their eligibility
and desire to continue as Statutory Auditors of the Company.
b) Cost Auditor
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Amendment Rules 2014, the Directors
on the recommendation of the Audit Committee have appointed Sri. N.
Krishnan, Practising Cost Accountant as the Cost Auditor of the Company
for the financial year 2015-16.
c) Secretarial Auditor.
Pursuant to provisions of Section 204 of the Companies Act, 2013 and
the Companies ( Appointment and Remuneration of Managerial Personnel)
Rules, 2014 , the Company has appointed Mrs. V.M.Vennila , a Practising
Company Secretary to undertake the Secretarial Audit of the Company for
the financial year 2014-15
13. Audit Committee
In pursuance of the applicable provisions of Section 177 of the
Companies Act, 2013 a committee of Directors consisting of three
Directors has been constituted as Audit Committee. The Directors who
are the members of this committee are
1) Sri. N.Venkatesan - Independent Director - Chairman
2) Sri. R.P.Joshua - Nominee Director - Member
3) Smt .Suryaprabha - Independent Director - Member
The Company Secretary shall act as the Secretary of the Audit Committee
as well.
The Board has accepted the recommendations of the committee and there
were no incidences of deviation from such recommendations during the
financial year under review.
The company has devised a Vigil Mechanism in the form of a Whistle
Blower Policy inpursuance of the provisions of Section 177 (10) of the
Companies Act, 2013 . During the year under review, there were no
complaints received under this mechanism. The whistle Blower Policy is
uploaded in the company's website.
14. Stakeholders Relationship Committee
In pursuance of the applicable provisions of Section 178 (5) of the
Companies Act, 2013 a committee of Directors consisting of three
Directors has been constituted as Stakeholders Relationship Committee.
The Directors who are the members of this committee are
1) Sri. N.Venkatesan - Independent Director
2) Sri. Manoj Kumar Tibrewal - Managing Director
3) Sri. Mohanlal Tibrewal - Executive Director
15. Corporate Social Responsibility Committee
In terms of the provisions of Section 135 of the Companies Act, 2013, a
Corporate Social Responsibility Committee is to be constituted for the
purpose of implementing the Corporate Social Responsibility. As on
date, the Company does not come under the category of Companies who
have to implement this scheme.
16. Disclosure under the Sexual Harassment of Woman at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Wokplace
(Prevention, Prohibition and Redressal) Act, 2013. In this connection
the company has set up Internal Complaints Committee (ICC) to redress
the complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this
policy.
The following is the summary of sexual harassment complaints received
and disposed off during the year 2014-15.
No of complaints received : Nil No of complaints redressed : Nil
17. Industrial Relations
Industrial relations continues to be cordial and the Directors
appreciate the co-operation extended by the employees at all levels.
18. Energy Consumption
Energy consumption particulars as required under Rule 2 of the
Companies (Disclosure of particulars in the Report of Board of
Directors) Rule 1988 are given in the Annexure attached.
19. Technology Absorption
Technology absorption particulars as required under Rule 2 of the
Companies (Disclosure of particulars in the Report of Board of
Directors) Rule 1988 are given in the Annexure attached.
20. Foreign Exchanhe Earnings and Outgo.
Total Foreign Exchange used and earned is NIL during the year under
review.
21. Evaluation of Board's Performance
On the advise of the Board of Directors, the Nomination and
Remuneration Committee, the company have formulated the criteria for
the evaluation of the performance of Board of Directors , Independent
Directors, Non- Independent Directos and the Chairman of the Board.
Based on that performance, evaluation has been undertaken. The
Independent Directors have also convened a separate meeting for this
purpose. All the results and' the evaluation has been communicated to
the Chairman of the Board of Directors. All the Directors of the Board
are familiar with the business of the company.
22. General
There are no employees falling under Section 217 (2A) of the Companies
Act, 1956. The information pursuant to the Company (disclosure to
particulars in the report of Board of Directors) Rules 1988 to the
extent applicable is attached.
23. Matters as may be prescribed
As per Rule 8(5) of the Companies (Accounts) Rule, 2014 the following
additional information are provided.
1 The financial summary or highlights The financial highlights is
provided in this report.
2 The change in the nature of business if any There is no change in the
business line of the company.
3 The details of Directors or Key Managerial Personnel who were
appointed or have resigned during the year. There is no change in the
Key Managerial Personnel. However the change in the directorship has
been mentioned in point No 4 of this report.
4 The names of companies which have become or ceased to be
subsidiaries, joint ventures, or associate companies during the year:
None
5 The details relating to deposits covered under Chapter V of the Act:
The Company has not accepted deposits.
6 The details of deposits which are not in compliance with the
requirements of Chapter V of the Act: Not Applicable.
7 The details of significant and material orders passed by the
Regulators or Court or Tribunals impacting the going concern status and
company's operation in future As on the financial year ended 31 st
March, 2015 or as on the date of this report, there is no such orders.
8 The details in respect of adequacy of Internal Control with reference
to financial statements. Procedures are set out so as to detect and
prevent frauds. The financial statements are prepared in accordance
with the Accounting Standards issued by ICAI.
22. Acknowledgement.
Your Directors wish to thank and record their appreciation to all the
Bankers of the Company for their valuable financial support extended to
the Company as also for the valuable advice and guidance given by them.
Your Directors also wish to thank the suppliers and all others who have
extended their valuable support during times of turbulence. Last but
not the least, your Directors express their heartfelt thanks for the
employees at all levels who have stood by the Company in these testing
times.
By Order of the Board
For GANGOTRI TEXTILES LIMITED
MANOJ KUMAR TIBREWAL
MANAGING DIRECTOR
Coimbatore MOHANLAL TIBREWAL
28-5-2015 EXECUTIVE DIRECTOR
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