Mar 31, 2018
DIRECTORS'' REPORT
The Directors have pleasure in presenting their report on the business and operation of your Company together with the Audited Financial Statements for the year ended March 31, 2018.
FINANCIAL HIGHLIGHTS (Rs, in Lacs)
FINANCIAL RESULTS |
2017-18 |
2016-17 |
Total Revenue |
70842.25 |
77423.23 |
Profit before Depreciation, Finance Cost &Tax |
5794.43 |
8534.79 |
Less : Finance Cost |
3012.15 |
2880.66 |
Less : Depreciation and Amortizations Expenses |
2563.34 |
2623.30 |
Profit before Tax |
218.94 |
3030.83 |
Provision for Tax |
||
- Current |
127.03 |
719.96 |
- Income Tax Earlier Year |
25.58 |
- |
Deferred |
(199.32) |
1384.47 |
- Mat Credit Entitlement/Tax Adjustment |
- |
(688.46) |
Profit after-tax |
265.65 |
1614.86 |
DIVIDEND AND RESERVES
Your Directors do not recommend any dividend for the financial year ended March 31, 2018 and no amount has been transferred to General Reserve.
OPERATIONS AND STATE OF COMPANY AFFAIRS
During the year under review your Companyâs total Revenue has decreased to Rs, 70842.25 lacs from Rs, 77423.23 lacs and earned Net Profit of Rs, 265.65 lacs against Net Profit of Rs, 1614.86 lacs during immediately preceding year. The negative performance of the Company is due to the long lasting effect of demonetization, introduction of GST, relocation of its two manufacturing plants and due to lower demand in international market particularly China of yarn. Margin on Non-Woven also shrank due to rising prices of raw material and competition.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis, as required under Regulation 34(3) of SEBI (LODR) Regulations, 2015 read with Schedule V of said Regulations, forms part of this Boardâs report and is annexed as Annexure - âA''.
DIRECTORS, KEY MANAGERIAL PERSONNEL AND COMMITTEES
As per provision of Section 152 of the Companies Act, 2013 Shri Suresh Singhvi, Director (Finance) & CFO, retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. Sh. Suresh Singhvi has given his declaration in terms of Section 164(2) of the Companies Act, 2013 to this effect that he is not disqualified from being reappointed as a Director of the Company.
The Independent Directors namely Shri Joginder Pal Kundra, Dr. Har Prasad Bhattacharya, Shri Jugal Kishore Bhagat, Dr. Ramesh Chandra Vaish, Shri Sushil Chandra Tripathi and Smt. Manju Rana have given their declaration of independence in terms of Section 149 of the Companies Act, 2013. One meeting of the Independent Directors excluding all other Directors and officials of the Company was held as required under, Rule 8 of Schedule IV to the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015.
The company has several Committees and the details along with its meeting have been included in the Corporate Governance report. ANNUAL EVALUATION BY THE BOARD
The performance evaluation of the Board as stipulated under Listing Regulations and Section 134 of the Companies Act, 2013 read with Rule 8(4) of the Companies (Account) Rules, 2014, a formal Annual Evaluation process has been carried out for evaluating the performance of the Board, its Committees and the individual Directors. The performance of the Board was evaluated by the Board after seeking inputs from all directors on basis of criteria, such as, board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the Committee was evaluated by the Board after seeking input from the Committee members on the basis of criteria, such as, composition of Committees, effectiveness of Committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed performance of individual Directors and Chairman as per defined criteria of the Nomination and Remuneration Policy.
In a separate meeting of Independent Directors, performance of Non Independent Directors and performance of the Board as a whole was evaluated. Further, they also evaluated the performance of the Chairman of the Company, taking into account the views of the Executive Directors and Non-executive Directors.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has in place the Vigil Mechanism / Whistle Blower Policy with a view to provide for adequate safeguards against victimization of persons who use such mechanism and made provisions for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The details of the Vigil Mechanism and whistle Blower Policy are available on the website of the Company.
NOMINATION AND REMUNERATION POLICY
The salient features of Nomination and Remuneration Policy of the Company is annexed to this report as Annexure-âB''. The Nomination and Remuneration Policy as approved by the Board may be accessed on the Companyâs website i.e. www.ginnifilaments.com.
MEETINGS OF THE BOARD
During the year under review, four (4) Board Meetings were held on May 12, 2017, September 7, 2017, December 7, 2017 and February 13, 2018 and four (4) Audit Committee meetings were held on May 12, 2017, September 7, 2017, December 7, 2017 and February 13, 2018. In accordance with the requirement from time to time other Committee meetings were held and one separate meeting of Independent Directors was also held. The attendance of the Directors who attended the Board Meetings and Committees thereof have been included in the Corporate Governance Report.
CODE OF CONDUCT
The Code of conduct laid down by the Board is in operation in the Company. All Board members and senior management personnel have affirmed the compliance with the code. The declaration to this effect is enclosed to the Corporate Governance Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013, to the best of knowledge and belief and according to the information and explanations obtained, your Directors make the following statements that:
a. in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
b. the Directors had selected such 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 at the end of the financial year and of the profit and loss 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 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; and
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.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of Loans, Guarantees or Investments are provided in the Financial Statements of the Company. Please refer to Note No. 5 of the Financial Statements of the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Policy on Related Party Transactions may be assessed at the Companyâs website at www.ainnifilaments.com . During the year under review, there were no material contracts or arrangements with the related parties refer to in Section 188 of the Companies Act, 2013. However, the particulars of contracts or arrangements with related party in the form AOC-2 is annexed as Annexure âC''.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Independent Directors on the Board of the Company are well versed with the Companyâs business model and the nature of industries in which it is operating.
The Directors are also kept updated with information of the Company, the industry and developments in different segments in which the Company operates at the Board meetings while reviewing the operations, quarterly/annual financial results and considering the budgets.
A familiarization programme for IDs laid down by the Board has been posted on the Companyâs website at www.ainnifilaments.com.
RISK MANAGEMENT
The company has a risk management committee which has the responsibility to identify the risk and suggest the management the mitigation plan for the identified risks in accordance with the risk management policy of the Company. The detail of risks and other concerns are included in the Management Discussion and Analysis which is the part of this Directorsâ Report.
CORPORATE SOCIAL RESPONSIBILITY
In terms of Section 135 of the Companies Act, 2013, The Board of Directors of the Company had constituted a Corporate Social Responsibility Committee (CSR Committee). The Committee comprises of four Directors out of which two are Independent Directors. The CSR Committee framed a CSR policy of the Company which had been approved by the Board of Directors of the Company. The Company has taken initiatives and constructed toilets at Tehsil - Chatta, Mathura as per request letter of SDM, Chhata at a cost of Rs.3.82 lacs and also approved Rs.32.11 lacs for development of education sector as per request letter of Seth Anandram Jaipuria Education Society towards CSR contribution for the financial year 2017-18. The Annual Report on Corporate Social Responsibility activities, forms part of this Boardâs Report is annexed as Annexure âD''.
EXTRACT OF THE ANNUAL RETURN
In terms of provision of Section 134 (3) (a) of the Companies Act, 2013, the extract of the Annual Return as provided under sub section (3) of the Section 92 in form MGT-9, forms part of the Boardâs Report is annexed as Annexure - âE''.
FIXED DEPOSITS
The Company has neither invited nor accepted any fixed deposits from the public or its employees under section 73 of Companies Act, 2013 and rules made thereunder, during the year under review.
DETAILS OF MATERIAL CHANGES AND COMMITMENTS
There is no significant and material order, after March 31, 2018, passed by any of regulators, court of law or tribunals impacting the going concern status of the company or impacting its operations in future.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has an internal financial controls system, commensurate with the size, scale and complexity of its operation. The details have been included in the Management Discussion and Analysis which is the part of this Boardâs Report.
STATUTORY AUDIT
M/s. Doogar & Associates, Chartered Accountants (Firm Registration No. 000561IN) Statutory Auditors of the Company were appointed as Auditor of the Company at 34th Annual General Meeting held on August 5, 2017, to hold office from the conclusion of 34th AGM until the conclusion of 39th AGM subject to ratification of the appointment by the member at every AGM. The Company has received an eligibility letter under Section 141 of the Companies Act, 2013 and rules made there under that they are not disqualified for appointment.
The Board of Directors based on recommendation of Audit Committee, recommends the ratification of the appointment of M/s. Doogar & Associates, as Statutory Auditors from the conclusion of ensuing Annual General Meeting till the conclusion of next Annual General Meeting.
COST AUDIT
The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s K. G. Goyal & Associates, Cost Accountants (Firm Registration No. 000024), as Cost Auditor to audit the cost accounts of the Company for the Financial Year 2018-19. In accordance with the provisions of Section 148 of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the cost Auditors requires ratification by the shareholders of the company.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Mr. Praveen Rastogi, Proprietor of M/s Praveen Restage and Co., Company Secretary in practice as Secretarial Auditor of the Company to conduct the Secretarial Audit for the Financial Year ended March 31, 2018. The Secretarial Audit Report is annexed as Annexure -âF''.
AUDITOR''S REPORTS
The Auditors Report on the Audited Financial Statement of the Company for the year ended 31st March, 2018 do not contain any qualification, reservation or adverse remark so need not require any explanation or comment.
The Secretarial Audit Report for the Financial Year ended on March 31, 2018 issued by Secretarial Auditor do not contain any qualification, reservation or adverse remark so need not require any explanation or comment,
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and out-go, in accordance with the requirement of the Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Account) Rules, 2014 forms part of this Boardâs Report and is annexed as Annexure - âG''.
REMUNERATION AND PARTICULARS OF EMPLOYEES
The information in accordance with the provisions of Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - âH''.
CORPORATE GOVERNANCE
Your Company is in compliance with the requirements and disclosures with respect to the report of Corporate Governance as required under Regulation 34 read with Schedule V of SEBI (LODR) Regulations,. As a listed company, necessary measures are taken to comply with the requirements of regulations of SEBI (LODR) Regulations, 2015. A report on Corporate Governance as stated above, along with a certificate of compliance from the Statutory Auditors M/s Doogar & Associates., Chartered Accountants, forms part of this Boardâs Report and is annexed as Annexure - âI''.
ACKNOWLEDGEMENT
Your Directors would like to gratefully acknowledge and place on record their sincere appreciation for the cooperation and assistance received from its stakeholders, valued customers, suppliers, banks, financial institutions, government authorities and stock exchanges. The Directors also wish to place on record their sincere appreciation of the devoted and dedicated services rendered by all Executives, Staff Members and Workmen of the Company.
For and on behalf of the Board of Directors
Place : NOIDA(U.P.) SHISHIRJAIPURIA
Date : May29.2018 Chairman & Managing Director
Mar 31, 2017
DIRECTORS'' REPORT
The Directors have pleasure in presenting their report on the business and operation of your Company together with the Audited Financial Statements for the year ended March 31, 2017.
FINANCIAL HIGHLIGHTS
(Rs. in Lacs)
FINANCIAL RESULTS |
2016 - 17 |
2015 - 16 |
Total Revenue |
77247.13 |
75473.50 |
Profit before Depreciation, Finance Cost & Tax |
8574.14 |
7229.11 |
Less : Finance Cost |
2770.78 |
3505.46 |
Less : Depreciation and Amortisation Expenses |
2623.30 |
2877.96 |
Less: Exceptional Items |
- |
119.10 |
Profit before Tax |
3180.06 |
726.59 |
Provision for Tax - Current - Deferred - Mat Credit Entitlement / Tax Adjustment |
719.96 1353.95 (688.46) |
155.53 279.49 (148.14) |
Profit after Tax |
1794.61 |
439.71 |
DIVIDEND AND RESERVES
Your Directors do not recommend any dividend for the financial year ended March 31, 2017 and no amount has been transferred to General Reserve.
OPERATIONS AND STATE OF COMPANY AFFAIRS
During the year under review your Company''s Total Revenue from operation has increased from Rs. 75474 lacs to Rs. 77247 lacs and earned Net Profit of Rs. 1795 lacs against Net Profit of Rs. 440 lacs during immediately preceding year. The improvement in performance of the company during the year under review has been possible due to increase in Revenue from operation, availability of better margins in spinning business and cost reduction in interest, power and freight costs.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis, as required under Regulation 34(3) of SEBI (LODR) Regulations, 2015 read with Schedule V of said Regulations, forms part of this Board''s report and is annexed as Annexure - ''A''.
DIRECTORS, KEY MANAGERIAL PERSONNEL AND COMMITTEES
As per provision of Section 152 of the Companies Act, 2013 Shri Saket Jaipuria, Director, retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. Sh. Saket Jaipuria has given his declaration in terms of Section 164(2) of the Companies Act, 2013 to the effect that he is not disqualified from being reappointed as a Director of the Company.
The Independent Directors namely Shri Joginder Pal Kundra, Dr. Har Prasad Bhattacharya, Shri Jugal Kishore Bhagat, Dr. Ramesh Chandra Vaish, Shri Sushil Chandra Tripathi and Smt. Manju Rana have given their declaration of independence in terms of Section 149 of the Companies Act, 2013. One meeting of the Independent Directors excluding all other Directors and officials of the Company was held as required under, Rule 8 of Schedule IV to the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015 wherein they reviewed the performance of the Executive Directors of the Company, Chairperson of the Company and assessed the quality, quantity and timelines of flow of information.
The Board of Directors of the Company at its meeting held on February 8, 2017 has reappointed Shri Shishir Jaipuria as Managing Director of the Company for the period of three years w.e.f. 1st April, 2017 on remuneration as approved by the Nomination and Remuneration Committee. His appointment is subject to the approval of shareholders at the ensuing Annual General Meeting.
The Board of Directors of the Company at its meeting held on May 12, 2017 has reappointed Shri Suresh Singhvi as Director (Finance) & CFO of the Company for the period of three years w.e.f. 1st August, 2017 on remuneration as approved by the Nomination and Remuneration Committee. His appointment is subject to the approval of shareholders at the ensuing Annual General Meeting.
Shri Rajesh Tripathi, Company Secretary resigned w.e.f. 20th February, 2017 and Shri Bharat Singh has joined as Company Secretary of the Company w.e.f. 21st February, 2017.
Shri Ram Ratan Maheshwari, Director (Marketing & Business Development) of the Company resigned from the Board of Directors with effect from 30th April, 2017. The Board placed on record it appreciation for the outstanding contributions made by Shri Ram Ratan Maheshwari during his tenure.
The company has several Committees and the details along with its meeting have been included in the Corporate Governance report. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the annual evaluation has been carried out by the Board of Independent Directors and Independent Directors reviewed the performance evaluation of the Chairman, Executive Directors and Board as a whole in the manner of evaluation as mentioned in the Nomination and Remuneration Policy of the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY & NOMINATION AND REMUNERATION POLICY
The Company has in place the Vigil Mechanism / Whistle Blower Policy with a view to provide for adequate safeguards against victimization of persons who use such mechanism and made provisions for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Nomination and Remuneration Policy of the Company, on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of the Directors and other matters provided in Section 178 of the Companies Act, 2013, is annexed as Annexure - ''B''.
MEETINGS OF THE BOARD
During the year under review, four (4) Board Meetings were held on April 30, 2016, August 6, 2016, November 14, 2016 and February 8, 2017 and four (4) Audit Committee meetings were held on April 30, 2016, August 6, 2016, November 14, 2016 and February 8, 2017. In accordance with the requirement from time to time other Committee meetings were held and one separate meeting of Independent Directors was also held. The attendance of the Directors who attended the Board Meetings and Committees thereof have been included in the Corporate Governance Report.
CODE OF CONDUCT
The Code of conduct laid down by the Board is in operation in the Company. All Board members and senior management personnel have affirmed the compliance with the code. The declaration to this effect is enclosed to the Corporate Governance Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013, to the best of knowledge and belief and according to the information and explanations obtained, your Directors make the following statements that :
a. in the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
b. the Directors had selected such 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 at the end of the financial year and of the profit and loss 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 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; and
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.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of investments made by the Company are included in note number 14 of the Financial Statements of the Company and the details of loans given by the Company are included in note number 15 in the Financial Statement of the Company. During the year under review, the Company has not given any Loans, Guarantees or security in connection with a loan to any other body corporate or person or made any Investments covered under the provisions of Section 186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Policy on Related Party Transactions may be assessed at the Company''s website at www.ginnifilaments.com . During the year under review, there were no material contracts or arrangements with the related parties refer to in Section 188 of the Companies Act, 2013. However, the particular of contracts or arrangements with related party in the form AOC-2 is annexed as Annexure ''C''.
RISK MANAGEMENT
The company has a risk management committee which has the responsibility to identify the risk and suggest the management the mitigation plan for the identified risks in accordance with the risk management policy of the Company. The detail of risks and other concerns are included in the Management Discussion and Analysis which is the part of this Directors'' Report.
CORPORATE SOCIAL RESPONSIBILITY
In terms of Section 135 of the Companies Act, 2013, The Board of Directors of the Company had constituted a Corporate Social Responsibility Committee (CSR Committee). The Committee comprises of four Directors out of which two are Independent Directors The CSR Committee framed a CSR policy of the Company which had been approved by the Board of Directors of the Company. The Company has taken initiatives towards advancement of education amongst the children and contributed for construction of school''s hostel building. The Annual Report on Corporate Social Responsibility Activities, forms part of this Board''s Report and is annexed as Annexure ''D''.
EXTRACT OF THE ANNUAL RETURN
In terms of provision of Section 134 (3) (a) of the Companies Act, 2013, the extract of the Annual Return as provided under section (3) of the Section 92 in form MGT-9, forms part of this Board''s Report and is annexed as Annexure - ''E''.
FIXED DEPOSITS
The Company has neither invited nor accepted any fixed deposits from the public or its employees under section 73 of Companies Act, 2013 and rules made there under, during the year under review.
DETAILS OF MATERIAL CHANGES AND COMMITMENTS
There is no significant and material order, after March 31, 2017, passed by any of regulators, court of law or tribunals impacting the going concern status of the company or impacting its operations in future.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has an internal financial controls system, commensurate with the size, scale and complexity of its operation. The details have been included in the Management Discussion and Analysis which is the part of this Board''s Report.
STATUTORY AUDIT
M/s. P. L. Gupta & Co., Chartered Accountants, (Firm Registration No.011575C) Statutory Auditors of the Company retires at the conclusion of ensuing Annual General Meeting. The terms of Auditors will be over on the conclusion of ensuing Annual General Meeting pursuant to Section 139 of the Companies Act, 2013. Therefore, Company is required to appoint another Auditor in his place. The Company has received a letter from M/s. Doogar & Associates, Chartered Accountants (Firm Registration No. 000561IN) stating that their appointment, if made, would be within the prescribed limits under section 141 (3) (g) of the Companies Act, 2013 and they are not disqualified for appointment. The Board of Directors based on recommendation of Audit Committee, recommends the appointment of M/s. Doogar & Associates, Chartered Accountants as Statutory Auditors for a period of five years from the conclusion of 34lh AGM till the conclusion of 39lh AGM subject to ratification at every AGM of the Company in terms of Section 139 of the Companies Act, 2013 and rules made there under.
COST AUDIT
The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s K. G. Goyal & Associates, Cost Accountants (Firm Registration No. 000024), as Cost Auditor to audit the cost accounts of the Company for the Financial Year 2017-18. In accordance with the provisions of Section 148 of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the cost Auditors requires ratification by the shareholders of the company.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Mr. Praveen Dua, Proprietor of M/s PD and Associates, Company Secretary in practice as Secretarial Auditor of the Company to conduct the Secretarial Audit for the Financial Year ended March 31, 2017. The Secretarial Audit Report is annexed as Annexure -''F''.
AUDITOR''S REPORTS
The Auditors Report on the Audited Financial Statement of the Company for the year ended 31s1 March, 2017 do not contain any qualification, reservation or adverse remark so need not require any explanation or comment.
The Secretarial Audit Report for the Financial Year ended on March 31, 2017 issued by Secretarial Auditor do not contain any qualification, reservation or adverse remark so need not require any explanation or comment,
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and out-go, in accordance with the requirement of the Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Account) Rules, 2014 forms part of this Board''s Report and is annexed as Annexure - ''G''.
REMUNERATION AND PARTICULARS OF EMPLOYEES
The information in accordance with the provisions of Section 197 of the Companies Act, 2013 read with rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - ''H''.
CORPORATE GOVERNANCE
Your Company is in compliance with the requirements and disclosures with respect to the report of Corporate Governance as required under Regulation 34 read with Schedule V of SEBI (LODR) Regulations,. As a listed company, necessary measures are taken to comply with the requirements of regulations of SEBI (LODR) Regulations, 2015. A report on Corporate Governance as stated above, along with a certificate of compliance from the Statutory Auditors M/s P.L. Gupta & Co., Chartered Accountants, forms part of this Board''s Report and is annexed as Annexure - ''I''.
ACKNOWLEDGEMENT
Your Directors would like to gratefully acknowledge and place on record their sincere appreciation for the cooperation and assistance received from its stakeholders, valued customers, suppliers, banks, financial institutions, government authorities and stock exchanges. The Directors also wish to place on record their sincere appreciation of the devoted and dedicated services rendered by all Executives, Staff Members and Workmen of the Company.
For and on behalf of the Board of Directors
Place : NOIDA (U.P.) SHISHIR JAIPURIA
Date : May 12, 2017 Chairman & Managing Director
Mar 31, 2016
The Directors have pleasure in presenting their report on the business and operation of your Company together with the Audited Financial Statements for the year ended March 31, 2016.
(Rs.in Lacs)
FINANCIAL RESULTS |
2015-16 |
2014-15 |
Total Revenue |
75473.50 |
85195.92 |
Profit before Depreciation, Finance Cost & Tax |
7229.11 |
9231.38 |
Less : Finance Cost |
3505.46 |
4484.29 |
Less : Depreciation and Amortization Expenses |
2877.96 |
3167.45 |
Less: Exceptional Items |
119.10 |
293.80 |
Profit before Tax |
726.59 |
1285.84 |
Provision for Tax |
||
- Current |
155.53 |
275.50 |
- Deferred |
279.49 |
503.75 |
- Mat Credit Entitlement / Tax Adjustment |
(148.14) |
(271.03) |
Profit after Tax |
439.71 |
777.62 |
DIVIDEND AND RESERVES
Your Directors do not recommend any dividend for the financial year ended March 31, 2016 and no amount has been transferred to General Reserve.
OPERATIONS AND STATE OF COMPANY AFFAIRS
During the year under review your Companyâs Total Revenue has decreased from Rs.85196 lacs to Rs.75474 lacs. The overall decrease in revenue of the Company during the year under review is due to lower realization of cotton yarn, lower orders in garment and fabric divisions which also adversely affected the profitability of the Company while the business of technical textile and consumer product divisions have contributed as per expectation.
Company has earned profit after tax of Rs.440 lacs after making a provision of Rs.119 lacs towards recompense liability under CDR guidelines in year under review against profit after tax of Rs.778 lacs in previous financial year.
Your Company has paid the entire recompense amount to CDR lenders and started the exit process from CDR. The matter is being referred to CDR empowered group for final approval of exit. The CDR exit will provide the better opportunity to grow in future and also shows the healthy financial position of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis, as required under Regulation 34(3) of SEBI (LODR) Regulations, 2015 read with Schedule V of said Regulations, forms part of this Boardâs report and is annexed as Annexure - âAâ.
DIRECTORS, KEY MANAGERIAL PERSONNEL AND COMMITTEES
During the year under review, there is no change in the Directors and Key Managerial Personnel of the Company and as per provision of Section 152 of the Companies Act, 2013 Shri Shishir Jaipuria, Director, retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. Sh. Shishir Jaipuria has given his declaration in terms of Section 164(2) of the Companies Act, 2013 to the effect that he is not disqualified from being reappointed as a Director of the Company.
The Independent Directors namely Sh. Joginder Pal Kundra, Dr. Har Prasad Bhattacharya, Shri Jugal Kishore Bhagat, Dr. Ramesh Chandra Vaish, Shri Sushil Chandra Tripathi and Smt. Manju Rana have given their declaration of independence in terms of Section 149 of the Companies Act, 2013. One meeting of the Independent Directors excluding all other non-independent directors and officials of the Company was held as required under, Schedule IV to the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015 wherein they reviewed the performance of the Executive Directors of the Company, Chairperson of the Company and assessed the quality, quantity and timelines of flow of information.
The Board of Directors of the Company at its meeting held on February 9, 2016 has reappointed Shri Saket Jaipuria as Whole-time Director designated as Executive Director of the Company for the period of three years w.e.f. February 11, 2016 on remuneration as approved by the Nomination and Remuneration Committee. His appointment is subject to the approval of shareholders at the ensuing Annual General Meeting.
The Key Managerial Personnel, namely, Sh. Shishir Jaipuria, Managing Director, Sh. Suresh Singhvi, Director-Finance & CFO and Sh. Rajesh Tripathi, Company Secretary continue to hold their respective offices during the year under review.
The company has several Committees and the details along with its meeting have been included in the Corporate Governance Report.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the annual evaluation has been carried out by the Board of Independent Directors and Independent Directors reviewed the performance evaluation of the Chairman, Executive Directors and Board as a whole in the manner of evaluation as mentioned in the Nomination and Remuneration Policy of the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY & NOMINATION AND REMUNERATION POLICY
The Company has in place the Vigil Mechanism / Whistle Blower Policy with a view to provide for adequate safeguards against victimization of persons who use such mechanism and made provisions for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Nomination and Remuneration Policy of the Company, on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of the Directors and other matters provided in Section 178 of the Companies Act, 2013, is annexed as Annexure - âBâ.
MEETINGS OF THE BOARD
During the year under review, five (5) Board Meetings were held on May 4, 2015, August 11, 2015,October 3, 2015, November 10, 2015 and February 9, 2016 and four (4) Audit Committee meetings were held on May 4, 2015, August 11, 2015, November 10, 2015 and February 9, 2016. In accordance with the requirement from time to time other Committee meetings were held and one separate meeting of Independent Directors was also held. The attendance of the Directors who attended the Board Meetings and Committees thereof have been included in the Corporate Governance Report.
CODE OF CONDUCT
The Code of conduct laid down by the Board is in operation in the Company. All Board members and senior management personnel have affirmed the compliance with the code. The declaration to this effect is enclosed to the Corporate Governance Report.
DIRECTORSâ RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013, to the best of knowledge and belief and according to the information and explanations obtained, your Directors make the following statements that :
a. in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
b. the Directors had selected such 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 at the end of the financial year and of the profit and loss 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 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; and
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.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of investments made by the Company are included in note number 14 of the Financial Statements of the Company and the details of loans given by the Company are included in note number 15 in the Financial Statement of the Company. During the year under review, the Company has not given any Loans, Guarantees or security in connection with a loan to any other body corporate or person or made any Investments covered under the provisions of Section 186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Policy on Related Party Transactions may be assessed at the Companyâs website at www.ginnifilaments.com. During the year under review, there were no material contracts or arrangements with the related parties refer to in Section 188 of the Companies Act, 2013. However, the particulars of contracts or arrangements with related party in the form AOC-2 is annexed as Annexure âCâ.
RISK MANAGEMENT
The company has a Risk Management Committee which has the responsibility to identify the risk and suggest the management the mitigation plan for the identified risks in accordance with the risk management policy of the Company. The detail of risks and other concerns are included in the Management Discussion and Analysis which is the part of this Boardâs Report.
CORPORATE SOCIAL RESPONSIBILITY
In terms of Section 135 of the Companies Act, 2013, The Board of Directors of the Company had constituted a Corporate Social Responsibility Committee (CSR Committee). The Committee comprises of four Directors out of which two are Independent Directors. The CSR Committee framed a CSR policy of the Company which had been approved by the Board of Directors of the Company. The Company has taken initiatives towards advancement education among the children and contributed for construction of schoolâs building. The Annual Report on Corporate Social Responsibility Activities, forms part of this Boardâs Report and is annexed as Annexure âDâ.
EXTRACT OF THE ANNUAL RETURN
In terms of provision of Section 134 (3) (a) of the Companies Act, 2013, the extract of the Annual Return as provided under section (3) of the Section 92 in form MGT-9, forms part of this Boardâs Report and is annexed as Annexure - âEâ.
FIXED DEPOSITS
The Company has neither invited nor accepted any fixed deposits from the public or its employees under section 73 of Companies Act, 2013 and rules made there under, during the year under review.
DETAILS OF MATERIAL CHANGES AND COMMITMENTS
There is no significant and material order, after March 31, 2016, passed by any of regulators, court of law or tribunals impacting the going concern status of the company or impacting its operations in future.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has an internal financial controls system, commensurate with the size, scale and complexity of its operation. The details have been included in the Management Discussion and Analysis which is the part of this Boardâs Report.
STATUTORY AUDIT
M/s. P. L. Gupta & Co., Chartered Accountants, (Firm Registration No.011575C) Statutory Auditors of the Company, were reappointed as Auditors of the Company at 31s1 Annual General Meeting (AGM) held on September 10, 2014, to hold office from the conclusion of 31s1 AGM until the conclusion of the 34lh AGM subject to ratification of the appointment by the members at every AGM. The Company has received an eligibility letter under section 141 of the Companies Act, 2013 and rules made there under that they are not disqualified.
The Board of Directors based on recommendation of Audit Committee, recommends the ratification of the appointment of M/s P L Gupta & Co. as Statutory Auditors from the conclusion of ensuing Annual General Meeting till the conclusion of next Annual General Meeting in terms of Section 139 of the Companies Act, 2013 and the rules made there under.
COST AUDIT
The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s K. G. Goyal & Associates, Cost Accountants (Firm Registration No. 000024), as Cost Auditorâs to audit the cost accounts of the Company for the Financial Year 2016-17. In accordance with the provisions of Section 148 of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors require ratification by the shareholders of the company.
The requirement of cost audit of the cost records of the Company had been dispensed with for the Financial Year 2014-15 in accordance with applicable rules of Companies (Cost Records and Audit) Amendment Rules, 2014. The requirement of Cost Audit shall apply in the financial year commencing on or after April 1, 2015.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Mr. Praveen Dua, Proprietor of M/s PD and Associates, Company Secretary in practice as Secretarial Auditor of the Company to conduct the Secretarial Audit for the Financial Year ended March 31, 2016. The Secretarial Audit Report is annexed as Annexure -âFâ.
AUDITORâS REPORTS
The Auditors Report on the Audited Financial Statement of the Company for the year ended 31s1 March, 2016 do not contain any qualification, reservation or adverse remark so need not require any explanation or comment.
The Secretarial Audit Report for the Financial Year ended on March 31, 2016 issued by Secretarial Auditor do not contain any qualification, reservation or adverse remark so need not require any explanation or comment,
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and out-go, in accordance with the requirement of the Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Account) Rules, 2014 forms part of this Boardâs Report and is annexed as Annexure - âGâ.
REMUNERATION AND PARTICULARS OF EMPLOYEES
The information in accordance with the provisions of Section 197 of the Companies Act, 2013 read with rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - âHâ.
CORPORATE GOVERNANCE
Your Company is in compliance with the requirements and disclosures with respect to the report of Corporate Governance as required under Regulation 34 read with Schedule V of SEBI (LODR) Regulations, 2015. As a listed company, necessary measures are taken to comply with the requirements of regulations of SEBI (LODR) Regulations, 2015. A report on Corporate Governance as stated above, along with a certificate of compliance from the Statutory Auditors M/s P.L. Gupta & Co., Chartered Accountants, forms part of this Boardâs Report and is annexed as Annexure - âIâ.
ACKNOWLEDGEMENT
Your Directors would like to gratefully acknowledge and place on record their sincere appreciation for the cooperation and assistance received from its stakeholders, valued customers, suppliers, banks, financial institutions, government authorities and stock exchanges. The Directors also wish to place on record their sincere appreciation of the devoted and dedicated services rendered by all Executives, Staff Members and Workmen of the Company.
For and on behalf of the Board of Directors
Place : Noida (U.P.) SHISHIR JAIPURIA
Date : April 30, 2016 Chairman & Managing Director
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting their report on the business
and operation of your Company together with the Audited Financial
Statements for the year ended March 31, 2015.
(Rs. in Lacs)
FINANCIAL RESULTS 2014-15 2013-14
Total Revenue 85195.92 87568.77
Profit before Depreciation, Finance
Cost & Tax 9231.38 12601.43
Less : Finance Cost 4484.29 3773.30
Less : Depreciation and Amortisation
Expenses 3167.45 2446.44
Less: Exceptional Items 293.80 1348.46
Profit before Tax 1285.84 5033.23
Provision for Tax
* Current 275.50 1090.10
* Deferred 503.75 1585.75
* Mat Credit Entitlement / Tax Adjustment (271.03) (1269.74)
Profit after Tax 777.62 3627.12
DIVIDEND AND RESERVES
Your Directors do not recommend any dividend for the financial year
ended March 31,2015 and no amount has been transferred to General
Reserve.
OPERATIONS AND STATE OF COMPANY AFFAIRS
During the year under review your Company's Total Revenue has decreased
from Rs. 87569 lacs to Rs. 85196 lacs and Earnings before Interest,
depreciation and Tax (EBIDTA) also decreased from Rs. 12601 lacs to Rs.
9231 lacs.
Company has earned profit after tax of Rs. 778 lacs after making a
provision of Rs. 294 lacs towards recompense liability under CDR
guidelines in year under review against profit after tax of Rs. 3627
lacs in previous financial year.
The overall decrease in turnover of the Company during the year under
review is due to decrease in cost of cotton and corresponding fall in
cotton yarn prices. The profit margin during the year under review was
under pressure due to slow demand of cotton yarn in the international
as well as domestic market.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis on matters related to the business
performance, as stipulated in Clause 49 of the Listing Agreement with
stock exchange(s), forms part of this Board's report and is annexed as
Annexure - 'A'.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board deeply condole the sad demise of Dr. Rajaram Jaipuria,
Founder Chairman and Managing Director of the Company who passed away
on January 17, 2015 and pray to the almighty to give peace to the
departed. The Board take on record the extra ordinary services rendered
by Dr. Jaipuria who had founded the Company in the year 1990 and worked
assiduously to ensure its success all through. He was a visionary who
later on conceived the project for Technical Textiles and set up a
state of art plant at Panoli (Gujarat). His unique entrepreneurial zeal
and fighting spirit will always be remembered. He was greatly admired
by the Textile Industry for his long experience and foresight. The
Board pay rich tributes and recall with fondness his qualities of head
and heart, unique leadership, corporate integrity, mutual respect,
understanding and place on record the deep appreciation for the
valuable services and guidance rendered by him to the Company during
his tenure as Chairman and Managing Director of the Company.
EXIM Bank Ltd. has withdrawn the nomination of Shri Subhasis Dhal as
the EXIM Bank's nominee on the Board of Director vide its letter dated
December 1, 2014 with effect from the same date. The Board places on
record its deep appreciation for the valuable services and guidance
rendered by Shri Subhasis Dhal to the Company during his tenure as
Director of the Company.
As per provision of Section 152 of the Companies Act, 2013 Shri Ram
Ratan Maheshwari, Director, retire by rotation at the ensuing Annual
General Meeting and being eligible offer himself for re-appointment.
Sh. Joginder Pal Kundra, Dr. Har Prasad Bhattacharya, Shri Jugal
Kishore Bhagat, Dr. Ramesh Chandra Vaish, Shri Sushil Chandra Tripathi
and Smt. Manju Rana were appointed as Independent Directors of the
Company at last AGM held on Septem- ber 10, 2014, to hold office for
five consecutive years for a term upto September 9, 2019.
The Company has received declaration from all independent directors of
the company confirming that they meet the criteria of independence as
prescribed under section 149(6) of the Companies Act, 2013 and under
clause 49 of the Listing Agreement.
The Board, at their meeting held on May 2, 2015, noted that Sh. Shishir
Jaipuria, Managing Director, Sh. Suresh Singhvi, Direc- tor-Finance &
CFO and Sh. Rajesh Tripathi, Company Secretary are the Key Managerial
Personnel (KMP) under section 203 of the Companies Act, 2013.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and clause 49 of
the listing agreement, the Board has carried out an annual performance
evaluation of its own performance and of the directors individually as
well as the evaluation of the working of its Audit, Nomination &
Remuneration and other Committees. The performance evaluation of the
Chairman and the Non Indepen- dent Directors was carried out by the
Independent Directors who also reviewed the performance of the
Secretarial Department and appreciated the timely information flow
which enables the Board & Committees of the Board to have full
understanding of the rules & regulations to be abided under the
Companies Act and the Corporate Governance of listing agreement. The
performance evaluation of the Independent Directors was carried out by
Board based on the Directors participations in the discussion and
various deliberations and the Board expressed its satisfaction on the
same.
VIGIL MECHANISM / WHISTLE BLOWER POLICY & NOMINATION AND REMUNERATION
POLICY
The Board has formulated a vigil mechanism for the directors and
employees to report genuine concerns and such mechanism shall provide
adequate safeguards against victimization of persons who use such
mechanism and made provision for direct access to the chairperson of
the Audit Committee in appropriate or exceptional cases. The Board has
also on the recommenda- tion of the Nomination and Remuneration
Committee framed a policy for selection and appointment of Directors,
Key Managerial Personnel, Senior Management and their remuneration. The
details of these policies are stated in the Corporate Governance
Report.
MEETINGS OF THE BOARD
During the year under review, four (4) Board Meetings were held on May
2, 2014, August 1, 2014, November 12, 2014 and February 13, 2015 and
four (4) Audit Committee meetings were held at same date. In accordance
with the requirement from time to time other Committee meetings were
held and one separate meeting of Independent Directors was also held.
The attendance of the Directors who attended the Board Meetings and
Committees thereof have been included in the Corporate Governance
Report.
CODE OF CONDUCT
The Code of conduct laid down by the Board is in operation in the
Company. All Board members and senior management personnel have
affirmed the compliance with the code. The declaration to this effect
is enclosed to the Corporate Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) of the Companies
Act, 2013, to the best of knowledge and belief and according to the
information and explanations obtained, your Directors make the
following statements that :
a. in the preparation of the annual accounts for the year ended March
31,2015, the applicable accounting standards had been followed along
with proper explanation relating to material departures, if any;
b. the Directors have selected such 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 and loss of the
company for year ended on that date;
c. the Directors have 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 have prepared the annual accounts on a going concern
basis;
e. the Directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively; and
f. 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.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review, company has not given any Loans,
Guarantees or made any Investments covered under the provisions of
Section 186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions entered with related parties for the year under review
were in the ordinary course of business and are placed before the Audit
Committee on regular basis. Omnibus approval was obtained for
transactions which are of repetitive nature. All the transactions
entered with related parties do not attract the provisions of Section
188 of the Companies Act, 2013 except one related party transaction
which is covered under sub-section (1) of section 188 of the Companies
Act, 2013, the particulars of said contract or arrangement with related
party in the form AOC-2 is annexed as Annexure 'B'.
RISK MANAGEMENT
The company has a risk management committee which has the
responsibility to identify the risk and suggest the management the
mitigation plan for the identified risks. The detail of risks and other
concerns are included in the Management Discussion and Analysis which
is the part of this Board's Report.
CORPORATE SOCIAL RESPONSIBILITY
In terms of Section 135 of the Companies Act, 2013, The Board of
Directors of the Company has constituted a Corporate Social
Responsibility Committee (CSR Committee). The Committee comprises of
four Directors out of which two are Independent Direc- tors. The CSR
Committee framed a CSR policy of the Company and recommended to the
Board for approval which was approved by the Board of Directors of the
Company. The Company has taken initiatives towards advancement of
computer education among the children and contributed for development
and establishment of a computer lab. The Annual Report on Corporate
Social Responsibility Activities, forms part of this Board's Report and
is annexed as Annexure 'C'.
EXTRACT OF THE ANNUAL RETURN
In terms of provision of Section 134 (3) (a) of the Companies Act,
2013, the extract of the Annual Return as provided under section (3) of
the Section 92 in form MGT-9, forms part of this Board's Report and is
annexed as Annexure - 'D'.
FIXED DEPOSITS
The Company has neither invited nor accepted any fixed deposits from
the public or its employees under section 73 of Companies Act, 2013 and
rules made thereunder, during the year under review.
DETAILS OF MATERIAL CHANGES AND COMMITMENTS
There is no significant and material order, after March 31, 2015,
passed by any of regulators, court of law or tribunals impacting the
going concern status of the company or impacting its operations in
future.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has an internal control system, commensurate with the size,
scale and complexity of its operation. The details have been included
in the Management Discussion and Analysis which is the part of this
Board's Report.
STATUTORY AUDIT
M/s. P. L. Gupta & Co., Chartered Accountants, (Firm Registration
No.011575C) Statutory Auditors of the Company, were reap- pointed as
Auditors of the Company at 31st Annual General Meeting (AGM) held on
September 10, 2014, to hold office from the conclusion of 31st AGM
until the conclusion of the 34th AGM subject to ratification of the
appointment by the members at every AGM. The Company has received an
eligibility letter under section 141 of the Companies Act, 2013 and
rules made thereunder that they are not disqualified.
The Board of Directors based on recommendation of Audit Committee,
recommends the ratification of the appointment of M/s P L Gupta & Co.
as Statutory Auditors from the conclusion of ensuing Annual General
Meeting till the conclusion of next Annual General Meeting in terms of
Section 139 of the Companies Act, 2013 and the rules made thereunder.
COST AUDIT
The Board of Directors, on the recommendation of the Audit Committee,
has appointed M/s K. G. Goyal & Associates, Cost Accountants (Firm
Registration No. 000024), as Cost Auditor to audit the cost accounts of
the Company for the Financial Year 2015-16. In accordance with the
provisions of Section 148 of the Companies Act, 2013, read with
Companies (Audit and Auditors) Rules, 2014, the remuneration payable to
the cost Auditors required ratification by the shareholders of the
company.
The cost audit reports for the Financial Year 2013-14 which was
required to be filed in XBRL mode with the Ministry of Corporate
Affairs has been filed in time on August 21,2014.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Board of Directors has appointed Mr. Praveen Dua,
Proprietor of M/s PD and Associates, Company Secretary in practice as
Secretarial Auditor of the Company to conduct the Secretarial Audit for
the Financial Year ended March 31,2015. The Secretarial Audit Report is
annexed as Annexure -'E'.
AUDITOR'S REPORTS
The Auditors Report on the Audited Financial Statement of the Company
for the year ended 31st March, 2015 do not contain any qualification,
reservation or adverse remark so need not require any explanation or
comment.
The Secretarial Audit Report for the Financial Year ended on March 31,
2015 issued by Secretarial Auditor do not contain any qualification,
reservation or adverse remark so need not require any explanation or
commen.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
A statement giving details of conservation of energy, technology
absorption, foreign exchange earnings and out-go, in accordance with
the requirement of the Section 134(3)(m) of the Companies Act, 2013
read with rule 8 of the Companies (Account) Rules, 2014 forms part of
this Board's Report and is annexed as Annexure - 'F'.
REMUNERATION AND PARTICULARS OF EMPLOYEES
The information in accordance with the provisions of Section 197 of the
Companies Act, 2013 read with rule 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed as
Annexure - 'G'.
CORPORATE GOVERNANCE
Your Company is in compliance with the requirements and disclosures
with respect to the Code of Corporate Governance as required under
Clause 49 of the Listing Agreement entered into with the Stock
Exchange(s). As a listed company, necessary measures are taken to
comply with the Listing Agreements with the Stock Exchange(s). A report
on Corporate Governance as stated above, along with a certificate of
compliance from the Statutory Auditors M/s P.L. Gupta & Co., Chartered
Accountants, forms part of this Board's Report and is annexed as
Annexure - 'H'.
ACKNOWLEDGEMENT
Your Directors would like to gratefully acknowledge and place on record
their sincere appreciation for the cooperation and assis- tance
received from its stakeholders, valued customers, suppliers, banks,
financial institutions, government authorities and stock exchanges. The
Directors also wish to place on record their sincere appreciation of
the devoted and dedicated services rendered by all Executives, Staff
Members and Workmen of the Company.
For and on behalf of the Board of Directors
Place : Noida (U.P.) SHISHIR JAIPURIA
Date : May 4, 2015 Chairman & Managing Director
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting their report on the business
and operation of your Company together with the Audited Accounts for
the year ended March 31,2014.
(Rs.in Lacs)
FINANCIAL RESULTS 2013-14 2012-13
Total Revenue 87568.77 74653.32
Profit before Depreciation, Finance
Cost & Tax 12601.43 9545.80
Less : Finance Cost 3773.30 4423.75
Less : Depreciation and Amortisation
Expenses 2446.44 2415.66
Less: Exceptional Items 1348.46 -
Profit before Tax 5033.23 2706.39
Provision for Tax
- Current 1090.10 48.09
- Deferred 1585.75 904.80
- Mat Credit Entitlement / Tax
Adjustment (1269.74) -
Profit after Tax 3627.12 1753.50
DIVIDEND
Your Directors do not recommend any dividend for the financial year
ended March 31, 2014.
OPERATIONS
During the year under review your Company''s Total Revenue has increased
from Rs. 74653 lacs to Rs. 87569 lacs and Earnings before Interest,
depreciation and Tax (EBIDTA) increased from Rs. 9546 lacs to Rs. 12601
lacs.
Company has earned profit after tax of Rs. 3627 lacs after making a
provision of Rs. 1671 lacs towards recompense amount payable under CDR
guidelines in year under review against profit after tax of Rs. 1754 lacs
in previous financial year.
The overall turnaround performance of the Company during the year under
review has been possible due to increase in better margins in all
segments of the company and higher exchange rate of foreign currency.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis on matters related to the business
performance, as stipulated in Clause 49 of the Listing Agreement with
stock exchanges, is given separate section in the Annual Report.
DIRECTORS
The Board deeply condoles the sad demise of Shri O. P. Vaish, Sr.
Advocate and founder of the law firm - Vaish Associates and a Director
of the Company who passed away on September 18, 2013 and pray the
almighty to rest his divine soul in the peace. The Board takes on
record his valuable contribution made to the Company during his tenure,
as director of the Company.
Shri Nripendra Misra, IAS (Retd.) has resigned from the Directorship of
the Company w.e.f. May 26, 2014 on account of joining the Government of
India as Principal Secretary to the Prime Minister of India. IFCI Ltd.
has withdrawn the nomination of Shri Jagdish Garwal as the IFCI''s
nominee on the Board of Directors vide its letter dated June 13, 2014
with effect from the same date. The Board places on record its deep
appreciation for the valuable services and guidance rendered by Shri
Nripendra Misra and Shri Jagdish Garwal to the Company during their
tenure as directors of the Company.
The Exim Bank has nominated Shri Subhasis Dhal as its Nominee Director
on the Board of the Company and he has been co-opted on the Board at
the meeting of Board of Directors held on May 02, 2014.
The Board inducted Dr. Ramesh Chandra Vaish, Shri Sushil Chandra
Tripathi-IAS (Retd.) and Smt. Manju Rana, as additional directors in
the category of Independent Directors and their term would expire at
the ensuing Annual General Meeting in terms of provision of Section 161
of The Companies Act, 2013.
As per provision of Section 152 of the Companies Act, 2013 Shri Suresh
Singhvi, Director, retire by rotation at the ensuing Annual General
Meeting and being eligible offer himself for re-appointment.
The Company received requisite notices in writing from members
proposing the appointment of Sh. Joginder Pal Kundra, Dr. Har Prasad
Bhattacharya, Shri Jugal Kishore Bhagat, Dr. Ramesh Chandra Vaish, Shri
Sushil Chandra Tripathi and Smt. Manju Rana for appointment as
Independent Directors. Profile of all these Directors has been given in
the Notice of the ensuing Annual General Meeting. The Board recommends
their appointment. The Company has received declaration from all
independent directors of the company confirming that they meet the
criteria of independence as prescribed under section 149(6) of the
Companies Act, 2013 and under clause 49 of the Listing Agreement.
COMMITTEES OF BOARD OF DIRECTORS
The Board of Directors have aligned the existing Committees of the
board with the provisions of Companies Act, 2013. Accordingly, the
existing Selection cum Remuneration Committee & Shareholders /
Investors Grievance Committee were renamed as Nomination and
Remuneration Committee & Stakeholders Relationship Committee
respectively and have been delegated with powers as required under
section 178 of the Companies Act, 2013 and rules made thereunder and
under the Listing Agreement as amended from time to time.
The Audit Committee has also been reconstituted to exercise all the
powers and perform all the functions as required under section 177 of
the Companies Act, 2013 and rules made thereunder and under the Listing
Agreement as amended from time to time.
The Corporate Social Responsibility (CSR) Committee has also been
constituted to perform the duties as required under section 135 of the
Companies Act, 2013 and rules made thereunder.
CODE OF CONDUCT
The Code of conduct laid down by the Board is in operation in the
Company. All Board members and senior management person- nel have
affirmed the compliance with the code. The declaration to this effect
is enclosed to the Corporate Governance Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217(2AA) of the Companies
Act, 1956, your Directors hereby confirmed that:
1. In the preparation of the Annual Accounts for the year ended March
31,2014 the applicable accounting standards have been followed and
there were no material departures.
2. 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 as at
March 31,2014 and of the profit of the Company for the year under
review.
3. 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.
4. The annual accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE
Your Company is in compliance with the requirements and disclosures
with respect to the Code of Corporate Governance as required under
Clause 49 of the Listing Agreement entered into with the Stock
Exchange(s). As a listed company, necessary measures are taken to
comply with the Listing Agreements with the Stock Exchange(s). A report
on Corporate Governance as stated above, along with a certificate of
compliance from the Statutory Auditors M/s P.L. Gupta & Co., Chartered
Accountants, forms part of this Annual Report as Annexure ''A''.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
A statement giving details of conservation of energy, technology
absorption, foreign exchange earnings and out-go, in accordance with
the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is annexed hereto and marked as Annexure ''B'' to
this Report.
FIXED DEPOSITS
The Company has neither invited nor accepted any fixed deposits from
the public or its employees under section 58A of Compa- nies Act, 1956
during the year under review.
AUDITORS
M/s. P. L. Gupta & Co., Chartered Accountants, (bearing ICAI
Registration No.011575C) Statutory Auditors of the Company, retire at
the conclusion of ensuing Annual General Meeting. The Company has
received a letter from them that their re-appointment, if made, would
be within the prescribed limits under section 141(3) (g) of the
Companies Act, 2013 and they are not disqualified for re-appointment.
The Board of Directors based on recommendation of Audit Committee,
recommends the re-appointment of M/s P L Gupta & Co. as Statutory
Auditors for a period of three years from the conclusion of ensuing
Annual General Meeting till the conclusion of 34th Annual General
Meeting in terms of Section 139 of the Companies Act, 2013 and the
rules made thereunder.
PARTICULARS OF EMPLOYEES
Information in accordance with the provisions of Section 217 (2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975, forms part of this Directors'' Report. However,
as per the provisions of Section 219 (1)(b)(iv) of the Companies Act,
1956, the report and accounts are being sent to all shareholders of the
Company excluding the statement of particulars of employees under
Section 217(2A) of the Companies Act, 1956. Any Shareholder interested
in obtaining a copy of the said statement may write to the Company
Secretary at the Registered Office of the Company, and the same will be
sent by post.
AUDITORS'' REPORT
The Auditors Reports on the Annual Accounts of the Company for the year
ended March 31,2014 are self explanatory and requires no comments.
COST AUDITORS
The Central Government has given its approval for the appointment of
M/s K. G. Goyal & Associates, Cost Accountants as Cost Auditors of the
Company to audit the cost accounts maintained by the Company for the
year ended March 31, 2014.
The cost audit reports for the Financial Year 2012-13 which was
required to be filed in XBRL mode with the Ministry of Corporate
Affairs has been filed in time on September 2, 2013.
ACKNOWLEDGEMENT
Your Directors would like to acknowledge and place on record their
sincere appreciation for the cooperation and assistance received from
its stakeholders, valued customers, banks, financial institutions,
government authorities and stock exchanges. The Directors also wish to
place on record their sincere appreciation of the devoted and dedicated
services rendered by all Executives, Staff Members and Workmen of the
Company.
For and on behalf of the Board of Directors
Place : Noida (U.P.) DR. RAJARAM JAIPURIA
Date : August 1,2014 Chairman & Managing Director
Mar 31, 2013
The Directors have pleasure in presenting their report on the business
and operation of your Company together with the Audited Accounts for
the year ended March 31, 2013.
(Rs.in Lacs)
FINANCIAL RESULTS 2012-13 2011-12
Revenue from Operation 75460.20 71699.14
Profit before Depreciation,
Finance Cost & Tax 9545.80 402.71
Less : Finance Cost 4423.75 4386.70
Less : Depreciation and
Amortisation Expenses 2415.66 2477.59
Profit / (Loss) before Tax 2706.39 (6461.58)
Provision for Tax
- Current 48.09
- Deferred 904.80 (2098.64)
- Tax Adjustment Relating to
earlier years 3.75
Profit / (Loss) after Tax 1753.50 (4366.69)
DIVIDEND
The Directors are unable to recommend dividend for the year.
OPERATIONS
During the year under review your Company''s Revenue from Operation has
increased from Rs. 71699 lacs to Rs. 75460 lacs and earned cash profit of Rs.
5122 lacs against cash loss of Rs. 3984 lacs during immediately preceding
year.
The overall turnaround performance of the Company during the year under
review has been possible due to increase in Revenue from Operation,
availability of better margins in cotton yarn business and better
exchange rate of foreign currency.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis is presented in a separate
section, which forms part of the Directors'' Report. EXPANSION / NEW
PROJECTS
After successful completion of converting Unit for manufacture of
Nonwoven Wipes at Panoli, Company has undertaken expansion of its
Haridwar unit for manufacturing of Wet Wipes for reputed Global Brands.
DIRECTORS
IFCI Ltd. had withdrawn the nomination of Shri. N. K. Duggal as the
IFCI''s nominee on the Board of Directors vide its letter dated
September 18, 2012 with effect from the same date and further vide its
letter dated January 18, 2013 nominated Shri. Jagdish Garwal as the
IFCI''s nominee on the Board of Directors. Shri. Jagdish Garwal was
co-opted on the Board at the meeting of Board of Directors held on
February 12, 2013.
Your Directors place on record their deep sense of appreciation for the
valuable advice and guidance provided by Shri. N.K. Duggal during his
tenure as a Nominee Director.
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Shri O.P. Vaish and Shri Saket
Jaipuria, Directors retire by rotation at the forthcoming Annual
General Meeting and being eligible offer themselves for reappointment.
CODE OF CONDUCT
The Code of conduct laid down by the Board is in operation in the
Company. All Board members and senior management personnel have
affirmed the compliance with the code. The declaration to this effect
is enclosed to the Corporate Governance Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
It is hereby confirmed:
1. That in the preparation of the Annual Accounts for the year ended
March 31, 2013 the applicable accounting standards have been followed
and there were no 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 March 31, 2013 and of the profit of the
Company for the year under review.
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 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.
CORPORATE GOVERNANCE
Your Company is in compliance with the requirements and disclosures
with respect to the Code of Corporate Governance as required under
Clause 49 of the Listing Agreement entered into with the Stock
Exchange(s). As a listed company, necessary measures are taken to
comply with the Listing Agreements with the Stock Exchange(s). A report
on Corporate Governance as stated above, along with a certificate of
compliance from the Statutory Auditors M/s P.L. Gupta & Co., Chartered
Accountants, forms part of this Annual Report as Annexure ''A''.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
A statement giving details of conservation of energy, technology
absorption, foreign exchange earnings and out-go, in accordance with
the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is annexed hereto and marked as Annexure ''B''
to this Report.
FIXED DEPOSITS
The Company has neither invited nor accepted any fixed deposits from
the public and therefore is not required to furnish information in
respect of outstanding deposits under Non-Banking Non Financial
Companies (Reserve Bank) Directors, 1966 and Companies (Acceptance of
Deposits) Rules, 1975.
AUDITORS
M/s. P. L. Gupta & Co., Chartered Accountants, Statutory Auditors of
the Company, retire at the conclusion of ensuing Annual General Meeting
and have expressed their willingness to act as Auditors of the Company,
if appointed, and have further confirmed that the said appointment
would be in conformity with the provisions of Section 224(1B) of the
Companies Act, 1956.
PARTICULARS OF EMPLOYEES
Information in accordance with the provisions of Section 217 (2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975, forms part of this Directors'' Report. However,
as per the provisions of Section 219 (1)(b)(iv) of the Companies Act,
1956, the report and accounts are being sent to all shareholders of the
Company exclud- ing the statement of particulars of employees under
Section 217(2A) of the Companies Act, 1956. Any Shareholder interested
in obtaining a copy of the said statement may write to the Company
Secretary at the Registered Office of the Company, and the same will be
sent by post.
AUDITORS'' REPORT
The Auditors Reports on the Annual Accounts of the Company for the year
ended 31st March, 2013 are self explanatory and requires no comments.
COST AUDITORS
The Central Government has given its approval for the appointment of
M/s K. G. Goyal & Associates, Cost Accountants as Cost Auditors of the
Company to audit the cost accounts maintained by the Company for the
year ended 31st March, 2013.
The cost audit reports for the Financial Year 2011-12 which was due to
be filed in XBRL mode with the Ministry of Corporate Affairs on or
before September 27, 2012 which was further extended up to February 28,
2013 and the same has been filed in time on January 9, 2013.
ACKNOWLEDGEMENT
Your Directors take this opportunity to express their appreciation for
the cooperation and assistance received from its valued customers,
banks, financial institutions, government authorities, investors and
stock exchanges. The Directors also wish to place on record their
sincere appreciation of the devoted and dedicated services rendered by
all Executives, Staff Members and Workmen of the Company.
For and on behalf of the Board of Directors
Noida (U.P.) DR. RAJARAM JAIPURIA
May 16, 2013 Chairman & Managing Director
Mar 31, 2012
The Directors have pleasure in presenting their report on the business
and operation of your Company together with the Audited Accounts for
the year ended March 31, 2012.
(Rs in Lacs)
FINANCIAL RESULTS 2011-12 2010-11
Revenue from Operation 71699.14 69427.30
Profit before Depreciation,
Finance Cost & Tax 402.71 9157.33
Less : Finance Cost 4386.70 3502.29
Less : Depreciation and
Amortisation Expenses 2477.59 2557.36
Profit / (Loss) before Tax (6461.58) 3097.68
Provision for Tax
- Current - 192.35
- Deferred (2098.64) 1077.92
- Tax Adjustment Relating
to earlier years 3.75
Profit / (Loss) after Tax (4366.69) 1827.41
DIVIDEND
The Directors are unable to recommend dividend for the year.
OPERATIONS
During the year under review your Company's Revenue from Operations has
increased from Rs 69427.30 lacs to Rs 71699.14 lacs.
The performance of the Company during the financial year has been
affected mainly on account of unexpected hike in the Cotton prices
during season of procurement and thereafter steep fall in Cotton and
Cotton Yarn prices resulting into huge stock losses affecting the
Company's performance adversely. Increase in finance and power cost
have also affected the performance. However current stabilization in
the Cotton prices and strengthening of US dollar, it is expected that
your company will do better in future.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis is presented in a separate
section, which forms part of the Directors' Report.
EXPANSION / NEW PROJECTS
After successful completion of converting Unit for manufacture of
Nonwoven wipes at Haridwar, Company has started commercial production
of Baby Wipes at Panoli for a Global brand.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Shri J. K. Bhagat, Shri Suresh
Singhvi and Shri Ram Ratan Maheshwari, Directors retire by rotation at
the forthcoming Annual General Meeting and being eligible offer
themselves for re-appointment.
CODE OF CONDUCT
The Code of conduct laid down by the Board is in operation in the
Company. All Board members and senior management personnel have
affirmed the compliance with the code. The declaration to this effect
is enclosed to the Corporate Governance Report.
DIRECTOR'S RESPONSIBILITY STATEMENT
It is hereby confirmed:
1. That in the preparation of the Annual Accounts for the year ended
March 31, 2012 the applicable accounting standards have been followed
and there were no 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 March 31, 2012 and of the profit of the
Company for the year under review.
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 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.
CORPORATE GOVERNANCE
Your Company is in compliance with the requirements and disclosures
with respect to the Code of Corporate Governance as required under
Clause 49 of the Listing Agreement entered into with the Stock
Exchanges. As a listed company, necessary measures are taken to comply
with the Listing Agreements with the Stock Exchanges. A report on
Corporate Governance as stated above, along with a certificate of
compliance from the Statutory Auditors M/s P.L. Gupta & Co., Chartered
Accountants, forms part of this Annual Report as Annexure 'A'.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
A statement giving details of conservation of energy, technology
absorption, foreign exchange earnings and out-go, in accordance with
the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is annexed hereto and marked as Annexure 'B' to
this Report.
FIXED DEPOSITS
The Company has not invited or accepted any fixed deposits from the
public during the year under review.
AUDITORS
M/s. P. L. Gupta & Co., Chartered Accountants, Statutory Auditors of
the Company, hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment.
The Company has received a letter pursuant to Section 224(1B) of the
Companies Act, 1956 from M/s P. L. Gupta & Co., Chartered Accountants,
regarding their eligibility for re-appointment as Auditors of the
Company.
PARTICULARS OF EMPLOYEES
There was no employee during the year under review, whose particulars
are required to be given pursuant to section 217(2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules,
1975.
AUDITOR'S REPORT
The Auditors Reports on the Annual Accounts of the Company for the year
ended 31st March, 2012 are self explanatory and requires no comments.
COST AUDITORS
The Central Government has given its approval for the appointment of
M/s K. G. Goyal & Associates, Cost Accountants as Cost Auditors of the
Company to audit the cost accounts maintained by the Company for the
year ended 31st March, 2012.
The cost audit reports for the Financial Year 2010-11 which was due to
be filed with the Ministry of Corporate Affairs on or before September
27, 2011 was filed in time on September 26, 2011.
ACKNOWLEDGEMENT
Board of Directors take this opportunity to thank all its valued
customers, banks, financial institutions, government authorities,
investors and stock exchanges for their continued support to the
Company. The Board also takes this opportunity to express its sincere
appreciation for the excellent support and dedicated efforts put in by
the Executives, Staff Members and Workmen of the Company.
For and on behalf of the Board of Directors
Noida (U.P.) DR. RAJARAM JAIPURIA
May 29, 2012 Chairman & Managing Director
Mar 31, 2011
The Directors have pleasure in presenting their report together with
the Audited Accounts for the year ended March 31, 2011.
FINANCIAL RESULTS (Rs. in Lacs)
2010-11 2009-10
Sales and Services (Gross) 69427.30 50784.21
Profit before Depreciation,
Interest & Tax 8956.84 6305.79
Less : Interest 3107.47 2916.69
Gross Profit 5849.37 3389.10
Less : Depreciation 2557.36 2567.73
Profit before Tax 3292.01 821.37
Provision for Tax
- Current 192.35 0.67
- Deferred 1077.92 309.46
- Tax Adjustment Relating to earlier years - 22.91
Profit after Tax 2021.74 488.33
Prior period Income / (Expenses) net (194.33) 9.28
Balance brought forward from
previous year (3831.20) (4328.81)
Profit / (Loss) carried to
Balance Sheet (2003.79) (3831.20)
DIVIDEND
The Directors are unable to recommend dividend for the year.
OPERATIONS
During the financial year the working has improved substantially in
terms of turn over and profitability.
Gross sales has increased by 37% from Rs. 50784.21 lacs to Rs. 69427.30
lacs, cash profit has increased from Rs. 3389.10 lacs to Rs. 5849.37
lacs. The net profit after tax has increased by 314% from Rs. 488.33
lacs to Rs. 2021.74 lacs.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis is presented in a separate
section, which forms part of the Directors Report.
EXPANSION / NEW PROJECTS
After successful completion of converting Unit for manufacture of
Nonwoven wipes at Haridwar, Company is in the process to install
another converting unit at Panoli and is in final stage to tie up with
Global brand to market its products.
DIRECTORS
In accordance with the Articles of Association of the Company, Dr. H.
P. Bhattacharya and Shri J.P. Kundra, Directors retire by rotation.
Both are eligible and seek their re-appointment at the ensuing Annual
General Meeting.
Shri M. P. Wadhawan had resigned from the Directorship of the Company
with effect from August 5, 2010 after serving 20 years. The Board
places on record its deep appreciation for the valuable services and
guidance rendered by Shri Wadhawan to the Company during his tenure as
a Director of the Company.
The Board has inducted Shri O. P. Vaish as an Additional Director while
Shri Nripendra Misra was appointed as a Director w.e.f. August 5, 2010
to fill casual vacancy caused by death of Shri Gian Prakash.
MANAGEMENT
The Board has inducted Shri Saket Jaipuria in the Board as an
Additional Director. Further, based on the recommendations of the
Selection cum Remuneration Committee of the Company and subject to the
approval of the shareholders, the Board has appointed Shri Saket
Jaipuria as the Wholetime Director of the company designated as
Executive Director for the period of 5 Years w.e.f. February 11, 2011.
CODE OF CONDUCT
The code of conduct laid down by the Board is in operation in the
Company. All Board members and senior management personnel have
affirmed the compliance with the code. The declaration to this effect
is enclosed to the Corporate Governance Report.
DIRECTORS RESPONSIBILITY STATEMENT
It is hereby confirmed:
1. That in the preparation of the Annual Accounts for the year ended
March 31, 2011 the applicable accounting standards have been followed
and there were no 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 March 31, 2011 and of the profit of the
Company for the year under review.
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 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.
CORPORATE GOVERNANCE
Your Company is in compliance with the requirements and disclosures
with respect to the Code of Corporate Governance as required under
Clause 49 of the Listing Agreement entered into with the Stock
Exchanges. As a listed company, necessary measures are taken to comply
with the Listing Agreements with the Stock Exchanges. A report on
Corporate Governance as stated above, along with a certificate of
compliance from the Statutory Auditors M/s P.L. Gupta & Co., Chartered
Accountants, forms part of this Annual Report as Annexure A.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
A statement giving details of conservation of energy, technology
absorption, foreign exchange earnings and out-go, in accordance with
the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is annexed hereto and marked as Annexure B to
this Report.
FIXED DEPOSITS
The Company has not invited or accepted any fixed deposits from the
public during the year under review.
AUDITORS
M/s. P. L. Gupta & Co., Chartered Accountants, Statutory Auditors of
the Company, hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment.
The Company has received a letter pursuant to Section 224(1B) of the
Companies Act, 1956 from M/s P. L. Gupta & Co., Chartered Accountants,
regarding their eligibility for re-appointment as Auditors of the
Company.
PARTICULARS OF EMPLOYEES
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956, read with Companies (Particulars of Employees)
Rules, 1975, forms part of this Directors Report. However, as per the
provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the
Report and Accounts are being sent to all Shareholders of the Company
excluding the Statement of Particulars of Employees under Section
217(2A) of the Companies Act, 1956. Any Shareholder interested in
obtaining a copy of the said Statement may write to the Company
Secretary at the Registered Office of the Company, and the same will be
sent by post.
AUDITORS REPORT
The Auditors Reports on the Annual Accounts of the Company for the year
ended 31st March, 2011 are self explanatory and requires no comments.
COST AUDITORS
The Central Government has given its approval for the appointment of
M/s K. G. Goyal & Associates, Cost Accountants as Cost Auditors of the
Company to audit the cost accounts maintained by the Company for the
year ended 31st March 2011.
ACKNOWLEDGEMENT
Board of Directors take this opportunity to thank all its valued
customers, banks, financial institutions, government authorities,
investors and stock exchanges for their continued support to the
Company. The Board also takes this opportunity to express its sincere
appreciation for the excellent support and dedicated efforts put in by
the employees for continued good performance.
For and on behalf of the Board of Directors
Noida (U.P.) DR. RAJARAM JAIPURIA
May 27, 2011 Chairman & Managing Director
Mar 31, 2010
The Directors have pleasure in presenting their Report together with
the Audited Accounts for the year ended 31st March, 2010.
FINANCIAL RESULTS
(Rs. in Lacs)
2009-10 2008-09
Sales and Services (Gross) 50784.21 40863.58
Profit before Depreciation & Interest 6305.79 912.69
Less: Interest 2916.69 3125.76
Gross Profit/(Loss) 3389.10 (2213.07)
Less: Depreciation 2567.73 2561.71
Profit / (Loss) before Tax 821.37 (4774.78)
Provision for Tax - Current 0.67 Ã
-Deferred 309.46 (1641.74)
- Fringe Benefit Tax à 27.30
- Tax Adjustment Relating to earlier years 22.91 (0.62)
Profit / (Loss) after Tax 488.33 (3159.72)
Prior period Income / (Expenses) net 9.28 (114.21)
Balance brought forward from previous year (4328.81)(1054.88)
Profit / (Loss) carried to Balance Sheet (3831.20)(4328.81)
DIVIDEND
The Directors are unable to recommend dividend for the year.
OPERATIONS
Companys working has improved substantially in the current financial
year and after a gap of two financial years the Company earned net
profits in this fiscal year.
During the year under review your Companys Sales and Services
increased from Rs. 408.64 Crores to Rs. 507.84 Crores and the Company
earned cash profits of Rs. 33.89 Crores and net profits of Rs. 4.88
Crores.
This turnaround in the working and profitability has been possible due
to better sales realization, timely procurement of the raw material and
lower interest cost. The performance of the Company during the year has
been better then CDR projections.
The recovery in the domestic and global economy is further expected to
boost the demand .
MANAGEMENT DISCUSSION AND ANALYSIS
A separate Report of Management Discussion and Analysis is annexed as a
part of this Report.
EXPANSION / NEW PROJECTS
During the year 2006-07 the Company had installed a Non woven Plant at
its Panoli (Gujarat) Unit with an installed capacity of about 12000
Tones per annum. In the current financial year the company has achieved
better capacity utilization. The demand of the Non woven fabrics
produced by the Company has been increasing and the Government of India
is also promoting the Technical Textiles.
Keeping in mind the present scenario, the Board is considering the
expansion of Companys Non woven Plant at Panoli by setting up a new
line of production with installed capacity of 12000 Tones per annum
which will give the benefits of economy of scale and the Company will
also be in a position to cater to the growing demand of international
and domestic market which is likely to result in improved profitability
of the Company in years to come.
The Board is also considering Debottlnecking of existing plant
activities and Project cost is being firmed up.
DIRECTORS
Shri J.P. Kundra and Shri J.K. Bhagat retire by rotation at the ensuing
Annual General Meeting and being eligible, offer themselves for
re-appointment.
The Board deeply condoles the sad demise of Shri Gian Prakash, former
Comptroller and Auditor General of India and a Director of the Company
and pray the almighty to rest his divine soul in the peace. The Board
takes on record his valuable contribution made to the Company during
his tenure of office.
MANAGEMENT
The Board has inducted Shri Suresh Singhvi and Shri Ram Ratan
Maheshwari in the Board as the Additional Directors. Further, based on
the recommendations of the Selection cum Remuneration Committee of the
Company and subject to the approval of the shareholders, the Board has
appointed Shri Suresh Singhvi and Shri Ram Ratan Maheshwari as the
Wholetime Directors of the company designated as Director (Finance) and
Director (Marketing & Business Development) respectively for the period
of 5 Years w.e.f. 1sl August, 2009.
CODE OF CONDUCT
The code of conduct laid down by the Board is in operation in the
Company. All Board members and senior management personnel have
affirmed the compliance with the code. The declaration to this effect
is enclosed to the Corporate Governance Report.
DIRECTORS RESPONSIBILITY STATEMENT
It is hereby confirmed:
1. That in the preparation of the Annual accounts for the year ended
31st March, 2010 the applicable accounting standards have been followed
and there were no 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 financial year and of the
profit of the Company for the year under review.
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 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.
AMALGAMATION
The Honble High Court, Allahabad vide its order dated 19"1 December,
2009 had approved the scheme of Amalgamation of Abhinav Investments
Pvt. Ltd., Ganesh Synthetics Pvt. Ltd., Ginni Power Ltd. and Goodworth
Merchants Pvt. Ltd. with the Company.
The scheme of Amalgamation became effective on 16" January, 2010 i.e
the date on which the order of the Honble High Court, Allahabad was
submitted to the Registrar of Companies, (U.P. & Uttarakhand) Kanpur.
As per the said Amalgamation order, the necessary accounting effect has
been given in the Audited Annual Accounts of the Company for the year
ended 31st March, 2010.
SHARE CAPITAL
Pursuant to the scheme of Amalgamation of Abhinav Investments Pvt.
Ltd., Ganesh Synthetics Pvt. Ltd., Ginni Power Ltd. and Goodworth
Merchants Pvt. Ltd. (transferor companies) with the Company (transferee
company), as approved by the Honble High Court, Allahabad, the Company
has allotted 2,22,95,386 equity shares to the eligible shareholders of
the transferor Companies. Pursuant to the said Amalgamation 1,09,07,946
equity shares of the Company stood cancelled. After obtaining
shareholders approval in the last Annual General Meeting and in
pursuant to the conditions imposed by the Corporate Debt
Restructuring(CDR) Cell, the Company has allotted 7,50,000 Preference
Shares of Rs. 100 each to the Promoters and their relatives .
During the year the Authorised share capital of the Company has
increased from Rs. 75,00,00,000 divided into 7,50,00,000 equity shares
of Rs. 10/- each to Rs. 94,28,50,000 divided into 84,28,50,000 equity
shares of Rs. 10/- each and 10,00,000 Preference shares of Rs.100/-
each and issued, subscribed and paid up Share capital has increased
from Rs. 59,26,26,250 divided into 5,92,62,625 equity shares of Rs.
10/- each to Rs. 78,15,00,650 divided into 7,06,50,065 equity shares of
Rs. 10/- each and 7,50,000 Preference shares of Rs.100/- each.
CORPORATE GOVERNANCE
A report on Corporate Governance together with a certificate from M/s.
P.L. Gupta & Co., Chartered Accountants, the Statutory Auditors of the
Company regarding compliance of conditions of Corporate Governance
stipulated by Stock Exchange under clause 49 of the Listing Agreement
is annexed to this report as Annexure A and forms an integral part of
the Directors Report.
VOLUNTARY GUIDELINES ISSUED BY THE MINISTRY OF CORPORATE AFFAIRS
Recently the Ministry of Corporate Affairs (MCA) has introduced
voluntary guidelines on Corporate Governance (CG) and Corporate Social
Responsibility(CSR).
The Company is already complying with the majority requirements of the
Corporate Governance Guidelines and the remaining requirements are
likely to be complied with in due course of time, to the extent
possible.
The Company has a policy on the Corporate Social Responsibility(CSR)
comprising two parts i.e. Guiding Principles and Implementation
mechanism. The Company has already undertaken lot of measures towards
its social responsibility which are described in details in the
separate report on the CSR.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
A statement giving details of conservation of energy, technology
absorption, foreign exchange earnings and out-go, in accordance with
the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is annexed hereto and marked as Annexure B to
this Report.
FIXED DEPOSITS
The Company has not invited or accepted any fixed deposits from the
public during the year under review.
AUDITORS
M/s. P.L. Gupta & Co., Chartered Accountants, Auditors of the Company
retire at the ensuing Annual General Meeting and are eligible for
re-appointment.
PARTICULARS OF EMPLOYEES
Information as per Section 217(2A) of the Companies Act, 1956, forms
part of this Report. However, as per the provisions of Section
219(1)(b)(iv) of the Companies Act, 1956, the Reports and Accounts are
being sent to all the Shareholders of the Company excluding the
aforesaid information. Any Shareholder interested in obtaining such
particulars, may inspect the same at the Registered Office of the
Company or write to the Company Secretary at the Corporate Office for a
copy.
AUDITORS REPORT
The Auditors Reports on the recast Accounts (pursuant to the
Amalgamation) of the Company for the years ended 31st March, 2008 and
31st March, 2009 and on the Annual Accounts of the Company for the year
ended 31st March, 2010 are self explanatory and requires no comments.
COST AUDITORS
The Central Government has given its approval for the appointment of
M/s K.G.Goyal & Associates, Cost Accountants and M/s S. Gupta & Co.,
Cost Accountants as Cost Auditors of the Company to audit the cost
accounts maintained by the Company for the year ended 31st March 2010.
ACKNOWLEDGEMENT
Your Directors record their appreciation for the co-operation and
assistance extended by Financial Institutions, Banks and Government
authorities. They also record their appreciation for the devoted
services rendered by the Executives, Staff Members and Workmen of the
Company.
For and on behalf of the Board of Directors
NOIDA (UP.) DR. RAJARAM JAIPURIA
6th May, 2010 Chairman & Managing Director