| Dear Members,
The Directors are pleased to present their 32nd Annual Report on the
affairs of the Company together with the Audited Accounts for the
financial year ended on March 31, 2015.
FINANCIAL PERFORMANCE AND OUTLOOK (Rs. in Lakhs)
PARTICULARS 2014-2015 2013-2014
Turnover 10,072.64 6,705.28
Gross Profit prior to financial
overheads and depreciation 454.84 712.74
Financial Overheads 166.65 515.33
Depreciation 126.11 167.73
Profit before Tax Exceptional
and Extra-ordinary Items 162.08 29.68
Exceptional and Extra-ordinary Items (3.74) (0.42)
Profit before Tax 158.34 29.26
Income/Wealth/Deferred Tax 16.19 17.46
Profit after Tax-available
for appropriation 142.15 11.80
Basic Earning Per Share 1.32 0.11
During the year under review, revenue from operations increased by
50.22% from Rs. 6,705.28 lakhs in previous year to Rs.10,072.64 lakhs.
However, profit after tax increased from Rs.11.80 lakhs in previous
year to Rs.142.15 lakhs in the current year. The Board of the company
has decided not to transfer any amount to reserves and entire profit
after tax will be carried over to the Balance Sheet as surplus.
The detailed discussion on the state of Company's affairs and the
performance of operations of the Company is given in the annual report
under "Management Discussion and Analysis Report". There was not any
change in the nature of business of the company. Further, there were no
materials changes/events have occurred after balance sheet till date of
this report.
DIVIDEND
In view to conserve the resources for further growth of the company,
your Directors do not recommend any dividend for the year under review.
SHARE CAPITAL
There is no change in share capital during the year. The Company has
not issued any equity shares with differential rights during the period
under review. The Company has neither issued any employee stock options
nor any sweat equity shares during the period under review.
FIXED DEPOSITS
During the year under review, your Company has not invited or accepted
any fixed deposit.
DIRECTORS
In accordance with provisions of the Companies Act, 2013 Mr. Abhinav
Gupta- Director (DIN-02766867) will retire by rotation and, being
eligible, offer himself for re-appointment.
Your Directors recommend appointment of Mr. Anil Aggarwal as an
Independent Director on the Board of the Company. Brief resume of the
above Directors proposed to be appointed/re-appointed, nature of their
expertise in specific functional areas and the name of the public
Companies in which they hold the directorship and the
Chairpersonship/Membership of the Committees of the Board as per
provisions of clause 49 of the Listing Agreement with Bombay Stock
Exchange are given in explanatory statement to resolutions of his
appointment.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed under the Companies Act, 2013 and Clause 49
of the Listing Agreement entered with Bombay Stock Exchange.
PERFORMANCE EVALUATION OF BOARD OF DIRECTOR'S
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual evaluation
of its own performance and that of its Committees as well as
performance of the Directors individually.
Detailed criteria was prepared by Nomination Committee for evaluating
performance of the Directors including Independent Directors and the
Board after taking into consideration inputs received from the
Directors, covering various aspects of the Board functioning and based
on that criteria the performance of individual Directors including the
Chairman of the Board was evaluated . The performance evaluation of the
independent Directors was carried out by the entire Board. The
performance evaluation of the Chairman and non Independent Directors
was carried out by the independent Directors.
The details of programs for familiarization of the Independent
Directors with the Company, their roles, rights, responsibility in the
Company, nature of the industry in which the Company operates, business
model of the Company and related matters are available on the website
of the Company at the web-link:
http://ashnoortextile.com/pdf/Familiarization-Policy.pdf
CODE OF CONDUCT
The Company has adopted policy on Appointment of Directors and Senior
Management and succession planning for orderly succession to the Board
and the Senior Management and remuneration of the Directors, Key
Managerial Personnel and other employees. These Policies inter-alia
include criteria for determining qualifications, positive attributes
and independence of a Director. The Code of Conduct for Independent
Director appointment are available on the website of the Company at the
web-link:
http://ashnoortextile.com/pdf/Code-for-Independent-Directors.pdf
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The following have been designated as the Key Managerial Personnel of
the Company pursuant to sections 2(51) and 203 of the Companies Act,
2013 read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014:
* Mr. Suneel Gupta - Managing Director
* Mr. Girish Singh Adhikari - Chief Financial Officer
* Mr. Manmeet Singh - Company Secretary
Mr. Manmeet Singh has been appointed as Company Secretray/Chief
Compliance Officer and Key Managerial Personnel effective from July 15,
2015. Before him Ms. Priyanka Srivastava was Company Secretary. She
resigned on May 30, 2015.
DIRECTORS' RESPONSIBILITIES STATEMENT
Pursuant to section 134(5) of the Companies Act, 2013, your Directors,
based on the representations received from the Operating Management,
and after due enquiry, confirm that:
a) in preparation of the annual accounts for the financial year ended
March 31, 2015, the applicable accounting standards had been followed
along with the explanations relating to material departures, if any;
b) the directors had selected such appropriate accounting policies and
applied them consistently and 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 of the profit of the
Company for that period;
c) the directors had taken proper and sufficient care 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) the directors had prepared the annual accounts for the financial
year ended March 31, 2015 on a going concern basis.
e) the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
AUDITORS AND AUDITORS' REPORT
Messrs KSA & Co., Chartered Accountants, New Delhi, was appointed in
previous Annual General Meeting as Statutory Auditors of the Company
for a period of three years subject to ratification by the members at
every Annual General Meeting. Your Directors recommend ratification of
their appointment for your approval.
The Notes on financial statement referred to in the Auditors' Report
are self-explanatory and do not calls for any further comment.
The provisions relating to Cost Audit are not applicable to the
Company.
SECRETARIAL AUDIT REPORT
The Board had appointed Messrs Anil Arora & Associates, Company
Secretaries, Delhi as Secretarial Auditors as per provisions of section
204 of the Companies Act, 2013. The report of Secretarial Auditors is
annexed as 'Annexure-1'. There are following qualification in their
Report.
The Company is not having 2/3rd of its directors who are liable to
retire by rotation as per provisions of section 152(6) of the Companies
Act, 2013.
Your Directors recommend resolution to convert the period of office of
Mrs. Sangeeta Gupta, Whole Time Director of the Company, from a non
retiring Director to Director liable to retire by rotation for your
approval at ensuing annual general meeting.
CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure compliance with the
provisions of Corporate Governance Report as prescribed under the
listing agreement with the Bombay Stock Exchange.
A detailed report on Corporate Governance is annexed to Annual Report
along Management Discussion and Analysis Report and a certificate
issued by the Statutory Auditors of the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year, the Company had not entered into any
contract/arrangement/ transaction with related parties which could be
considered material in accordance with the policy of the Company on
materiality of related party transactions.
The Related Party Transactions Policy as approved by the Board is
uploaded on Company's website at the
weblink:http://ashnoortextile.com/pdf/POLICY-ON-RELATED-PARTY-
TRANSACTIONS.pdf
NUMBER OF BOARD MEETINGS
During the year, nine (9) meetings of the Board of Directors of the
company were convened and held. Details of these meetings are given in
Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of section 135 of the Companies Act, 2013 and Companies
(Corporate Social Responsibility Policy) Rules, 2014 are not applicable
to the Company.
AUDIT COMMITTEE
The Company has constituted an Audit Committee as per provisions of
Clause 49 of the Listing Agreements with the Bombay Stock Exchange and
Section 177 of the Companies Act, 2013, which comprised of Mr. Piyush
Gupta as Chairman and Mr. Indermohan Aggarwal and Mr. Suneel Gupta as
the members. During the year, four (4) meetings of Committee were
convened and held. More details of the Committee are given in Corporate
Governance Report.
NOMINATION & REMUNERATION COMMITTEE
The Company has constituted a Nomination and Remuneration Committee as
per provisions of Clause 49 of the Listing Agreements with the Bombay
Stock Exchange and Section 178 of the Companies Act, 2013, which
comprised of Mr. Piyush Gupta as Chairman and Mr. Indermohan Aggarwal
and Mrs. Pallavee R. Duggall as the members. During the year, five (5)
meetings of Committee were convened and held. More details of the
Committee are given in Corporate Governance Report.
The Nomination and Remuneration Policy as approved by the Board is
uploaded on Company's website at the weblink:
http://ashnoortextile.com/pdf/NOMINATION-AND-REMUNERATION-POLICY.pdf
BUSINESS RISK MANAGEMENT
Pursuant to section 134(3)(n) of the Companies Act, 2013, the Company
has implemented an integrated risk management approach through which it
reviews and accesses significant risk and control. The audit Committee
has oversight in the area of financial risk and control. At present the
Company has not find any element of risk and control. At present the
Company has not identified any element of risk which may threaten the
existence of the Company. The Company has prepared policy to identify
and assess business risk.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return, in format MGT-9, for the Financial Year
2014-15 is annexed to this report as 'Annexure-2'.
SUBSIDIARY, JOINT VENTURE OR ASSOCIATES
The Company does not have any Subsidiary, Joint Venture or Associates.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant, material orders passed by the regulators or
courts, which would impact the going concern status of the Company and
its future operation.
LISTING AGREEMENT COMPLIANCE
The Company is committed to maintain the highest standards towards
adhere to the Listing Agreement requirements as set out by Bombay Stock
Exchange. The Company has also implemented several best corporate
governance practices as prevalent globally. The report on Corporate
Governance as stipulated under the Listing Agreement forms an integral
part of Annual Report. The requisite certificate from the Auditors of
the Company confirming compliance with the conditions of corporate
governance is attached to the report on Corporate Governance.
INTERNAL FINANCIAL CONTROL
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. A detailed note has been provided under Management
Discussion and Analysis Report.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be
disclosed under the Act, are provided in 'Annexure 3' to this Report.
VIGIL MECHANISM
The Vigil Mechanism as envisaged Section 177(9) of the Companies Act,
2013 read Rule 7 of the Companies (Meetings of Board and its Powers)
Rules, 2014 and clause 49 of the Listing Agreement is implemented
through the Company's Whistle Blower Policy to enable the Directors and
employees of the Company to report genuine concerns, to provide for
adequate safeguards against victimization of persons who use such
mechanism and make provision for direct access to the Chairperson of
the Audit Committee.
Whistle Blower Policy of the Company is available on the Company's
website at the web-
link:http://ashnoortextile.com/pdf/Vigil-Mechanism-Whistle-
Blower-policy.pdf
Further details are available in the Report on Corporate Governance
that forms part of this Annual Report.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designed employees of the Company. The Board is responsible for
implementation of the code which is available on the Company's website
at the web-link: http://ashnoortextile.com/pdf/Code-of-
Fair-Disclosure.pdf
MANAGERIAL REMUNERATION
Details pertaining to remuneration as required under section 197(12)
read with Rule 5(1) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014
Sl. Name of Designation Remuneration
No Director/KMP during the Year
1. Suneel Gupta Managing 5,950,000.00
Director
2. Sangeeta Gupta Whole Time 5,950,000.00
Director
3. Abhinav Gupta Non-Executive Nil
Director
4. Piyush Gupta Independent Nil
Director
5. Inder Mohan Independent Nil
Aggarwal Director
6. Pallavee R. Independent Nil
Duggall Director
7. Girish Singh CFO *4,442.00
Adhikari
8. Priyanka Company **87,500.00
Srivastava Secretary
Sl. Name of Increases in Ratio of
No Director/KMP Remuneration Remunera
during the Year tion
of each
Director
to median
remunerat
ion
1. Suneel Gupta 98.33% 0.29
2. Sangeeta Gupta 98.33% 0.29
3. Abhinav Gupta Nil -
4. Piyush Gupta Nil -
5. Inder Mohan Nil -
Aggarwal
6. Pallavee R. Nil -
Duggall
7. Girish Singh Nil -
Adhikari
8. Priyanka Nil -
Srivastava
* Mr. Girish Singh Adhikari has been appointed as CFO of the company on
27th March 2015.
** Ms. Priyanka Srivastava has been appointed as the compliance officer
on 16th December 2014 and has resigned on 30th May 2015.
No Commission was paid to Managing Director and Whole Time Director
from the Company.
Remuneration of Mr. Suneel Gupta, Managing Director and Mrs. (Dr.)
Sangeeta Gupta was increased, at the recommendation of Nomination and
Remuneration Committee, from Rs.350,000/- to Rs.700,000/- per month
effective from November 1, 2014. This increase was subject to approval
of the members in general meeting by passing of special resolutions.
Your Directors, therefore, recommends resolutions to increase in
remuneration of Managing Director and Whole Time Director for your
approval.
PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186
During the year, the Company has not given any Loan and Corporate
Guarantee. However, it has made investment as given in note number 12
in Balance Sheet.
BOARD EVALUATION
The Board has carried out an Annual Performance Evaluation of its own
performance and the Directors individually as per provisions of
Schedule IV of the Companies Act, 2013 and clause 49 of the Listing
Agreement. Evaluation of performance of Non-independent Directors,
Chairperson and the Board as a whole was done by the independent
Directors by convening and holding their separate meeting.
Further, evaluation of performance of independent Directors was done by
entire Board including independent Directors excluding Directors being
evaluated.
ACKNOWLEDGMENT
Your Directors take this opportunity to express their thanks to Banks,
Central and State Government Authorities, Stock Exchange, Regulatory
Authorities and stakeholders for their continued co-operation and
support to the Company. The Board also places on record its
appreciation for the dedicated efforts put on by the employees of the
Company at all levels and also thanks to customers, clients, vendors
and other business associates for their continued support
Sd/- Sd/-
Suneel Gupta Sangeeta Gupta
Place: Gurgaon Managing Director Director
Date: September 1, 2015 DIN-00052084 DIN-00052121
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