Mar 31, 2015
Dear Members,
The directors have pleasure in presenting herewith their Twentieth
Annual Report together with the Audited Statements of Accounts for the
period ended on 31st March, 2015.
FINANCIAL HIGHLIGHTS :
Particulars Current year Previous year
Ended on Ended on
31/03/2015 31/03/2014
Revenue from Operations 54,48,08,735 52,68,16,959
Other Income 42,71,794 20,75,362
Profit Before Tax 2,17,76,200 1,58,94,174
Less : Provision for Current Tax 45,00,000 31,00,000
: Deferred Tax" 9,93,222 17,91,742
: Income Tax pertaining to 91,821 (16,630)
earlier years
: MAT Credit Entitlement 10,30,353 (10,30,353)
Profit after Tax (Transfer to 1,51,60,805 1,20,49,415
General Reserve)
Add : Balance Brought Forward 4,39,56,462 3,25,76,885
Balance Carried to Balance Sheet 5,91,17,267 4,46,26,300
(Surplus)
DIVIDEND :
Your directors do not recommend any dividend for the financial year
ended on 31st March, 2015 and decided to plug in the profit for ongoing
projects.
OPERATING AND FINANCIAL PERFORMANCE, INTERNAL CONTROL :
In the face of overall subdued market conditions, our company has
delivered growth and performed well. This year, the company's total
revenue from operations increased by Rs. 179.91 Lacs despite slow down
in the economy. During the year under report, the company has achieved
a gross turnover of Rs.5448.08 Lacs as compare to Rs.5268.16 Lacs
during the previous year and the operations for the year under review
has resulted in the net profit of Rs.151.60 Lacs Your company could
achieve stable growth in business due to continued pursuit of strategy
to work with innovative ideas, developing areas of its activities and
reducing cost of production through process innovation. Directors hope
even better performance during the current year.
There is no change in the nature of the business of the company. The
company has no subsidiaries or associate companies therefore
disclosures in this regards are not provided in this report. There
where no significant and material orders passed by regulators or courts
or tribunals impacting the going concern status and company's
operations in future. There where no material changes and commitments
affecting the financial position of the company occurring between March
31, 2015 and the date of this report of the directors.
The company has in place an established internal control system
designed to ensure proper recording of financial and operational
information and compliance of various internal controls.
TRANSFER TO RESERVES :
The amount of Rs.151.60 Lacs proposes to transfer to the reserves.
QUALITY, HEALTH, SAFETY & ENVIRONMENT (QHSE)
Minaxi's commitment towards excellence in Health, Safety and
Environment is one of the company's core values by complying with the
Laws and Regulations first, and then going beyond the mandate to keep
our plant safe for future generations. Minimizing the environment
impact of our operations assumes utmost priority.
The company is unwavering in its policy of 'safety of persons overrides
all production targets' which drives all employees to continuously
break new grounds in safety management for the benefit of the people,
property, environment and the communities in which Minaxi operates. Our
comprehensive QHSE Policy, as well as dedicated measures by conducting
the Risk Assessment, Identification of significant environment aspects
of manufacturing plant and signatory commitment of Responsible Care,
Greatest emphasis is given to safety measures for minimizing accidents
and incidents.
CORPORATE SOCIAL RESPONSIBILITY (CSR) :
(Criteria prescribed under section 135 is not attracted)
Every Company is required to constitute / formulate CSR Committee if it
gets attracted in one of the criteria prescribed in Section 135.
According to Section 135 of the Companies Act, 2013, Every Company
having Net Worth of Rs.500 Crore or More, or Turnover of Rs.1000 Crore
or more, or Net Profit of Rs.5 crore or more during any financial year
shall constitute a Corporate Social Responsibility Committee and should
undertake Corporate Social Responsibility as prescribed in Schedule
VII.
None of the above criteria was applicable to the company for the
financial year 2014-2015 and hence the company was not required to
constitute CSR Committee.
FINANCE :
The Company is at present enjoying financial assistance in the form of
working capital facilities and term loan from Bank of India, Main
Branch, Bhadra, Ahmedabad. During the year under review, the company
regularly paid the principal and interest to the Bank.
PUBLIC DEPOSIT :
The company has paid off the public deposit accepted pursuant to the
Companies Act, 1956 under the ambit of Statement in Lieu of
Advertisement prior to the commencement of the Companies Act, 2013. The
Company has not accepted deposit from the public falling within the
ambit of Section 73 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014 during the year under review.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS / OUTGO :
The information relating to conservation of Energy, Technology,
Absorption and Foreign Exchange Earning / Outgo as required under
section 134(3)(m) of the Companies Act, 2013 read with the Rule 8 of
the Companies (Accounts) Rules, 2014 is given by way of annexure
attached hereto which forms part of this report. (Annexure - I)
PARTICULARS OF EMPLOYEES :
The prescribed particulars of Employees required under section 197(12)
read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached hereto which forms part
of this report. (Annexure - II)
During the year under review none of the employees of the company was
in receipt of remuneration in excess of Rs.60Lacs, if employed through
out the year or in receipt of remuneration exceeding Rs.5 Lac p.m., if
employed for part of the financial year, and hence the disclosure under
section 197(12) read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is not applicable.
BOARD OF DIRECTORS :
In accordance with provisions of Section 152(6)(a) of the Companies
Act, 2013, Shri Nirmal B. Patel and Shri Dinesh P. Patel retires by
rotation and being eligible offers themselves for re-appointment.
According to Section 149(13) of the Act, the independent directors are
the directors who are not liable to retire by rotation.
Smt. Manjulaben Patel has been appointed as Non- Executive Women
Director as Additional Director on the Board of the company vide its
meeting held on 11th February, 2015 in due compliance of Section 149 of
the Companies Act, 2013 and Clause 49(II)(A)(1) of the Listing
Agreement entered into with Stock Exchange. Shri Jinal Patel has been
appointed as Independent Additional Director by the Board of Directors
vide its meeting held on 07th May, 2015 in due compliance of Section
149 of the Companies Act, 2013 and Clause 49(II)(A)(2) of the Listing
Agreement.
Board Evaluation :
Pursuant to the provisions of Section 178(2) 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, the directors
individually as well as the evaluation of the working of its Audit,
Nomination and Remuneration and Stake holder Relationship Committees.
The manner in which the evaluation has been carried out has been
explained in the Corporate Governance Report.
Remuneration Policy :
The Board has, on the recommendation of the Nomination and Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
Meetings :
The agenda of Meetings is prepared and circulated to the Directors.
During the year seven Board Meetings were convened and held. The
details of which are given in the Corporate Governance Report. The
intervening gap between the meetings was within the period prescribed
under the Companies Act, 2013.
Statement On Declaration Given By Independent Directors :
The Independent Directors have submitted the declaration of their
Independence, as required pursuant to Section 149(7) of the Companies
Act, 2013, stating that they meet the criteria of independence as
provided in sub-section (6) of that section.
DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE :
The Board of directors of the company at its meeting held on 30th May,
2014 has reconstituted an Audit Committee, in line with Section 177 of
the Companies Act, 2013, comprising five independent Non-Executive
Directors viz. Shri. Jashwantkumar K. Patel, Chairman (having
financial and accounting knowledge), Shri. Vasudevbhai L. Patel, Shri.
Dharmendra N. Patel, Shri. Ghanshyambhai C. Patel and Shri. Sandipkumar
J. Patel. The constitution of Audit Committee meets with the
requirements under Clause 49 of the Listing agreement of the Stock
Exchange(s) as well.
The Committee periodically discussed the Financial Reporting process,
reviewed the Financial Statements, and discussed the quality of the
applied accounting principles and significant judgment that affected
the Company's Financial Statements. Before presenting the audited
accounts to the members of the Board, the Audit Committee recommended
the appointment of the statutory auditors and internal auditor, subject
to the Board's approval. The audit Committee reviewed with adequacy of
internal control systems with the management, statutory and internal
auditors.
RE-CONSTITUTION AND DISCLOSURE OF POLICY OF NOMINATION AND REMUNERATION
COMMITTEE (NRC) :
Pursuant to the provisions of Section 178 of the Companies Act, 2013
read with Companies (Meetings of Board and its Powers) Rules, 2014,
every listed company and prescribed class of companies, shall
constitute Nomination and Remuneration Committee (NRC) of the Board
consisting of 3 or more non-executive directors out of which not less
than / shall be independent director. The composition of the NRC also
meets with the criteria laid down in the Clause 49 of the Listing
Agreement.
In view of the above provision of law, the Board of Directors at its
meeting held on 30th May, 2014 has constituted NRC committee and
Re-constituted the same vide its meeting held on 11th February, 2015
consisting of Shri Ghanshyam C. Patel, Chairman of the Committee/
Independent Director, Shri. Vasudevbhai L. Patel, Independent Director
and Shri Sandipkumar Patel, Independent Director of the company, as
member of the committee.
The NRC Policy, recommended by the Committee to the Board, relating to
the remuneration of the directors, key managerial personnel and other
employees, lay down and ensure
a. The level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate directors of the quality
required to run the company successfully.
b. Relationship of remuneration to performance is clear and meets
appropriate performance benchmarks, and
c. Remuneration to directors, key managerial personnel and senior
management involves a balance between fixed and incentive pay
reflecting short and long term performance objectives appropriate to
the working of the company and its goals.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism / Whistle Blower Policy to deal with
unethical behaviour, actual or suspected fraud or violation of the
Codes of conduct or policy. The mechanism provides for adequate
safeguards against victimization of employees and Directors to avail of
the mechanism and also provide for direct access to the Chairperson of
the Audit Committee in exceptional cases. The details of the Policy is
also posted on the website of the Company.
DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. The company has
constituted Internal Complaints Committee (ICC) vide its Board Meeting
held on 11th February, 2015 under the chairmanship of Shri Bharatbhai
Patel, Managing Director to redress complaints received regarding
sexual harassment. Shri Nirmal Patel and Smt. Manjulaben Patel are the
other members of the committee. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and
disposed off during the year.
* No. of complaints received. - NIL
* No. of complaints disposed off - Not Applicable.
STATEMENT ON DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
There is a continuous process for identifying, evaluating and managing
significant risks as faced through a risk management process designed
to identify the key risks facing each business. The role of insurance
and other measures used in managing risks is also reviewed. Risks would
include significant weakening in demand from core- end markets, end
market cyclicality, inflation certainties, energy cost and shortage of
raw materials, maintenance and protection of leading technologies and
adverse regulatory developments. During the year under review no major
risks where noticed.
RE-CONSTITUTION OF STAKEHOLDERS RELATIONSHIP COMMITTEE i.e.
SHAREHOLDERS AND INVESTORS GRIEVANCE COMMITTEE :
The Board has re-constituted the Shareholders and Investors Grievance
Committee vide resolution passed in its Meeting held on 29/07/2011.
According to Section 177, the company is required to constitute a
Stakeholders Relationship Committee consisting of a Chairman who shall
be a non executive director and such other members as may be decided by
the Board.
In view of the above provision, the company has altered the
nomenclature of the Shareholders and Investors Grievance Committee to
Stakeholders Relationship Committee. Further, the membership of the
company has also changed in light of the above provisions.
The Stake holders Relationship committee consists of Shri.
Dharmendrabhai N. Patel, Chairman of the Committee/ Independent
Director, Shri Bharatbhai P. Patel, Shri Dineshbhai P. Patel and Shri
Nirmal B. Patel, as members of the committee.
The powers (terms of reference) delegated to the committee are as under
:
(i) To scrutinize and take on records the shares / securities transfers
and transmission of shares / securities etc. made by the Registrar and
Transfer Agent of the Company and authorize the registration of
transfers in the Register of Members as well as in the Register of
Transfers of the Company and to take all other consequential and
incidental actions and measures.
(ii) To carry out redressal of Stakeholders' complaints like transfer
of shares, non-receipt of declared dividends, non-receipts of balances
sheet etc.
(iii) To consider and resolve the grievances of the security holders of
the company.
(iv) To overseas the performance of the Registrar and Transfer Agents
and recommends measures for over all improvement in the quality of
investors / shareholders services.
ACCOUNTING STANDARDS AND FINANCIAL REPORTING :
The Company incorporates the accounting standards as and when issued by
the Institute of Chartered Accountants of India. The Company complied
with the Stock Exchange and legal requirement concerning the Financial
Statements at the time of preparing them for the Annual Report.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT :
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement executed with
the Stock Exchanges, is presented in a separate section forming part of
the Annual Report. (Annexure - III)
CORPORATE GOVERNANCE:
As per the Circular No. CIR/CFD/POLICYCELL/7/2014 issued by SEBI on
09/09/2014, Clause 49 of Listing Agreement is not applicable to the
companies having Paid up Share Capital not exceeding Rs. 10Crores and
Net Worth not exceeding Rs. 25Crore, as on the last day of previous
year. According to this circular your company is not mandatorily
required to comply with the provisions of Clause 49, for the time being
as the Paid up Share Capital of the company is not exceeding Rs.
10Crores and the Net Worth is not exceeding Rs. 25Crores, as on the
last day of the previous year, however, the company has made all
possible efforts to comply with the provisions of the revised Clause 49
of the Listing Agreement executed with the Stock Exchange(s) during the
year under review.
A separate section on Corporate Governance is included in the Annual
Report (Annexure IV) and Certificate from Company's Auditors and from
Practicing Company Secretary confirming the compliance with the code of
Corporate Governance as enumerated in Clause-49 of the listing
agreement with the Stock Exchange is annexed hereto. (Annexure -V)
AUDITORS :
Statutory Auditor :
M/s. R.R.S & Associates, Chartered Accountants, Ahmedabad retire at the
conclusion of this ensuing Annual General Meeting. The Company has
received a certificate under Section 139(1) read with Section 141 of
the Companies Act, 2013 to the effect that their re-appointment,if made
will be in accordance to the specified limit. You are requested to
consider their re appointment Auditors of the Company for the Current
Year.
Auditors Report :
The comments in the Auditors Report with Notes on Accounts referred to
the Auditor's Report are self explanatory and, therefore do not call
for any further explanation.
Secretarial Auditor :
The Board has considered the recommendation of Audit Committee
regarding appointment and necessity of Secretarial Audit Report as
mandate for every listed company in Section 204 of the Act, and has
appointed M/s. Ashok P. Pathak & Co., Company Secretaries, Ahmedabad
as Secretarial Auditor for the financial year 2015 -2016.
Secretarial Audit Report :
The Secretarial Audit Report for the financial year 2014-2015 is
annexed herein and forming part of the Board Report (Annexure VI).
The explanation on comments / observation(s) in the Secretarial Audit
Report -
The company has a small capital base medium size company situated in an
industrial area of Chhatral Taluka Kalol. The company is putting all
efforts to appoint a qualified company secretary and ensure to make the
appointment during the current year in compliance with section 203 of
the Companies Act, 2013 read with Rule 8 of the Companies (Appointment
of Managerial Personnel) Rules, 2014. The company is in process of
appointing Chief Financial Officer as a part of Key Managerial
Personnel and ensure to make the appointment during the second quarter
of the current year.
Cost Audit :
The Cost Auditor M/s. S A & Associates, Cost Accountants, Ahmedabad for
the Financial Year ending on 31st March, 2014 (i.e. Financial Year
2013-2014) have conducted the audit of the Cost Records maintained by
the Company under Section 233B (1) of the Companies Act, 1956 under
revised procedure prescribed in general Circular No.15/2011 dated 11th
April, 2011 read with Order No. 52/26/CAB-2010 dtd.24th January, 2012
issued by the Cost Audit Branch - CAB , Ministry of Corporate Affairs -
MCA. The Company has filed the Cost Audit Report for the Financial Year
ending on 31st March, 2014.
As per sub- rule 2 of Rule 4 of the Companies (Cost Records and Audit)
Amendment Rules, 2014 as Notified by the Ministry of Corporate Affairs
on 31st December, 2014, the company is not required to get its cost
records audited as the overall annual turnover of the company is below
the prescribed threshold limit.
EXTRACT OF ANNUAL RETURN :
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith. (Annexure VII)
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The company has not made any Loans and investments, and have not given
any guarantees or provided any securities covered under section 186 of
the Companies Act, 2013.
LISTING :
The equity shares of the company are listed in the Bombay Stock
Exchange Limited which has the connectivity in most of the cities
across the country.
DELISTING OF SHARES FROM AHMEDABAD STOCK EXCHANGE LIMITED
The Board of Directors at its meeting held on 07th March, 2014 has
decided to make an application for voluntarily delist Company's equity
shares from the Ahmedabad Stock Exchange Limited to save the recurring
costs without affecting the interest of the investors of the Company
and without affecting the liquidity of equity shares of the Company.
The Voluntary Delisting Application has been made to the Ahmedabad
Stock Exchange on 23/04/2014 pursuant to the Clause 6(a) of SEBI
(Delisting of Equity Shares) Regulations, 2009.
The Equity Shares of the company were delisted from Ahmedabad Stock
Exchange Limited w.e.f. 27.01.2015 in the meeting of Ahmedabad Stock
Exchange Limited held on 23.01.2015 vide its letter No.509 dated
23.01.2015
DEMATERIALISATION OF EQUITY SHARES :
As per direction of the SEBI and the Bombay Stock Exchange Limited, the
shares of the Company are under compulsory demat form. The Company has
established connectivity with both the Depositories i.e. National
Securities Depository Limited [NSDL] and Central Depository Services
India Limited [CDSL] and the demat activation number allotted to the
Company is ISIN : INE52C01010. Consequent to sub-division of equity
shares of Rs. 10 each into the equity shares of Rs. 1 each, the new
ISIN allotted to the Company is ISIN : INE952C01028. Presently shares
are held in electronic and physical mode (96.85% of shares in demat,
3.15% in physical mode.)
INSURANCE:
The company has made necessary arrangements for adequately insuring its
insurable interests.
INDUSTRIAL RELATIONS :
The directors are happy to note that the industrial relations continued
to remain cordial during the year. The directors express their
appreciation towards the workers, staffs and executive staffs for their
coordination and hope for a continued harmonious relations.
VISION :
To be the India's best integrated textile solutions enterprise with
leadership position across products and markets, exceeding costumers
and shareholder expectation.
OUR MISSION :
* Offer innovative, customized and value added services to our
customers
* Actively explore potential markets and products
* Optimize use of all resources
* Maximize people development initiatives
* Be a knowledge leader and an innovator in our businesses
* Exceed compliances and global quality standards
* Be an ethical, transparent and responsible global organization
DIRECTORS' RESPONSIBILITY STATEMENT :
Pursuant to the requirement under Section 134(3)(c) read with Section
134(5) of the Companies Act,2013 with respect to Director's
Responsibilities Statement, it is hereby confirmed :
(i) that in the preparation of the Annual Financial Statement for the
Financial Year ended 31st March, 2015, the applicable accounting
standards had been followed along with proper explanation relating to
material departures; if any;
(ii) that the Director had selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the Financial Year and of the Profit or
Loss of the Company for the year under review;
(iii) that 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;
(iv) that the Directors had prepared the accounts for the Financial
Year ended 31st March, 2015, on a going concern basis.
(v) that the internal financial controls laid down by the company are
adequate and were operating effectively.
(vi) that the directors had devised proper systems to ensure
compliances with the provisions of all applicable laws and that such
system were adequate and operating effectively.
CODE OF INDEPENDENT DIRECTORS - SCHEDULE IV :
The Board has considered Code of Independent Directors as prescribed in
Schedule IV of the Companies Act, 2013. The code is a guide to
professional conduct for independent directors adherence to these
standards by independent directors and fulfillment of their
responsibility in a professional and faithful manner will promote
confidence of the investment community and regulators.
The broad items for code for independent directors are :
(i) Guidelines for Professional conduct.
(ii) Role and Functions.
(iii) Duties
(iv) Manner and process of appointment.
(v) Re-appointment on the basis of report of performance evaluation.
(vi) Resignation or Removal.
(vii) Atleast one Separate meeting of Independent Directors in a year
without attendance of non independent directors or members of
management.
(viii) Evaluation mechanism of Independent Directors by entire Board of
Directors.
RELATED PARTY TRANSACTIONS :
The company has not entered into any contract / agreement with Related
Parties and have no transactions with Related Parties during the year
under review.
There are no materially significant related party transactions i.e.
transactions of material nature, with promoters, the directors or the
management, their subsidiaries or relatives etc., that may have
potential conflicts with the interests of the company at large in the
financial year 2014-2015.
However, the Board has taken note of the provisions of Section 188 of
the Companies Act, 2013 read with Rule 15 of the Companies (Meetings of
Board & its Powers) Rules, 2014 and revised clause 49 of the listing
agreement, relating to the Related Party Transactions.
ACKNOWLEDGMENT :
Your directors record their sincere appreciation of the dedication and
commitment of all employees in achieving and sustaining excellence in
all areas of the business. Your Directors thanks the shareholders,
customers, suppliers and bankers and other stakeholders for their
continued co-operation and support.
ANNEXURES FORMING A PART OF THIS REPORT OF THE DIRECTORS :
The Annexure referred to in this Report and other information which are
required to be disclosed are annexed herewith and form a part of this
Report of the Directors :
Annexure Particulars
I Particulars of Conversion of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo
II Particulars of Employees pursuant to Section 197 read with
Rule 5 of the Companies (Appointment and Managerial
Remuneration) Rules, 2014.
III Management Discussion and Analysis Report
IV Corporate Governance Report
V Certificate on Corporate Governance Report from Auditors of
the company and Practicing Company Secretary.
VI Secretarial Audit Report
VII Extract of Annual Report in Form MGT 9
Regd. Office :
Plot No. 3311, On Behalf of the Board
GIDC Industrial Estate, For, Minaxi Textiles Ltd.
Village Chhatral, Phase-IV,
Taluka Kalol,
Dist. Gandhinagar(N.G)Gujarat
Dineshbhai P. Patel Bharatbhai P. Patel
Date : 07/05/2015 Chairperson Managing Director
DIN : 02268757 DIN :00161825
Mar 31, 2014
The Members,
Minaxi Textiles Ltd
The directors have pleasure in presenting herewith their Ninteenth
Annual Report together with the Audited Statements of Accounts for the
period ended on 31st March, 2014.
PERFORMANCE HIGHLIGHTS :
Particulars Current year Previous year
Ended on Ended on
31/03/2014 31/03/2013
Revenue from Operations 52,68,16,959 37,82,06,791
Other Income 20,75,362 10,63,281
Profit Before Tax 1,58,94,175 1,79,00,105
Less : Provision for Current Tax 31,00,000 54,00,000
: Deferred Tax 17,91,742 4,29,953
: Income Tax pertaining to earlier
years (16,630) 3,98,584
: MAT Credit Entitlement (10,30,353) NIL
Profit after Tax 1,20,49,416 1,16,71,568
Add : Balance Brought Forward 3,25,76,885 2,09,05,317
Balance Carried to Balance Sheet
(Surplus) 4,46,26,301 3,25,76,885
DIVIDEND :
To conserve the resources for the expansion projects under pipeline,
your directors do not recommend any dividend for the financial year
ended on 31st March, 2014.
BUSINESS PERFORMANCE & PROSPECTS :
During the year under report, the company has achieved a gross turnover
of Rs.5268.16 Lacs as compare to Rs.3782.07 Lacs during the previous
year and the operations for the year under review has resulted in the
net profit of Rs.120.49 Lacs. Your company could achieve stable growth
in business due to continued pursuit of our strategy to work with
innovation ideas, developing new areas of its activates & reducing cost
of production through process innovation. Directors hope better
performance during the current year.
As reported last year, company has successfully completed project of
modernization, upgradation cum expansion during the year. Company has
installed 30 imported optimax 4r machines, New humidification plant &
imported warp tying machines during the year.
As per central govt. scheme under Tuf Scheme the company will get 15%
capital subsidy and interest subsidy of 6% from central govt. & 5% from
state govt. vat benefits and also Rs.1/- per unit concession in power
from Gujarat Electricity Board. A detailed analysis of the financial
results is given in the management discussion and analysis report which
form part of this report.
QUALITY, HEALTH, SAFETY & ENVIRONMENT (QHSE) AND CORPORATE SOCIAL
RESPONSIBILITY :
Minaxi''s commitment towards excellence in Health, Safety and
Environment is one of the company''s core values by complying with the
Laws and Regulations first, and then going beyond the mandate to keep
our planet safe for future generations. Minimizing the environment
impact of our operations assumes utmost priority.
The company is unwavering in its policy of ''safety of persons overrides
all production targets'' which drives all employees to continuously
break new grounds in safety management for the benefit of the people,
property, environment and the communities in which Minaxi operates. Our
comprehensive QHSE Policy, as well as dedicated measures by conducting
the Risk Assessment, Identification of significant environment aspects
of all manufacturing plants and signatory commitment of Responsible
Care, Greatest emphasis is given to safety measures for minimizing
accidents and incidents.
CORPORATE SOCIAL RESPONSIBILITY (CSR) : (Criteria prescribed under
section 135 is not attracted)
Every Company is required to constitute / formulate CSR Committee if it
gets attracted in one of the criteria prescribed in Section 135.
According to Section 135 of the Companies Act, 2013, Every Company
having Net Worth of Rs.500 Crore or More, or Turnover of Rs.100 Crore
or more, or Net Profit of Rs.5 crore or more during any financial year
shall constitute a Corporate Social Responsibility Committee and should
undertake Corporate Social Responsibility as prescribed in Schedule
VII.
None of the above criteria is applicable to the company for the
financial year 2013-2014 and hence the company is not required to
constitute CSR Committee.
FINANCE :
The Company is at present enjoying financial assistance in the form of
working capital facilities and term loan from Bank of India, Main
Branch, Bhadra, Ahmedabad and vehicle loan from Bank of India, Kalol
Branch. During the year under review, the company regularly paid the
principal and interest to the Bank.
PUBLIC DEPOSIT :
The Company has complied with the provisions of Section 58A of the
Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules,
1975.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS / OUTGO :
The information relating to conservation of Energy, Technology,
Absorption and Foreign Exchange Earning / Outgo as required under
section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 is given by way of annexure attached hereto which forms
part of this report.
PARTICULARS OF EMPLOYEES :
The information required under the provision of Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Amendment Rules, 2011 be treated as Nil as none of the employees of the
Company was in receipt of total remuneration exceeding of Rs. 60,00,000
p.a. or Rs. 5,00,000 p.m. for part of the year during the financial year
under review. No employee is related to any Director of the Company.
BOARD OF DIRECTORS :
In accordance with provisions of Section 152(6)(a) of the Companies
Act, 2013, Shri Bharatbhai P. Patel and Shri Kanubhai S. Patel retires
by rotation and being eligible offers themselves for re- appointment.
Shri. Kiritkumar S. Patel has been appointed as Whole Time Director of
the Company w.e.f.01st January, 2014 for a further period of five (5)
years.
According to Section 149(13) of the Act, the independent directors are
the directors who are not liable to retire by rotation.
The Board recommend the appointment of Shri Jashwantkumar K. Patel,
Shri. Vasudevbhai L. Patel, Shri Ghanshyam C. Patel, Shri. Dharmendra
N. Patel and Shri. Sandipkumar J. Patel Independent Directors for a
consecutive period of five years for a term upto 31.03.2019 in due
compliance of Section 149(13) of the Act.
PAYMENT OF SITTING FEES TO INDEPENDENT DIRECTOR :
The Board of Directors at its meeting held on 30th May, 2014 have
resolved for payment of Sitting Fees to each Independent Director out
of the funds of the company for all services in attending the meetings
of the Board or a Committee thereof a fees of Rs. 2,000 for each meeting
of the Board or of a committee thereof attended by them w.e.f. 30th
May, 2014 in accordance with Section 149(9) read with Section 197(5)
and Section 197(7) of the Companies Act, 2013 and Rule 4 of the
Companies (Appointment & Remuneration of Managerial Personnel) Rules
2014.
RE-CONSTITUTION OF AUDIT COMMITTEE :
The Board of directors of the company at its meeting held on 30th May,
2014 has reconstituted an Audit Committee, in line with Section 177 of
the Companies Act, 2013, comprising five independent Non-
Executive Directors viz. Shri. Jashwantkumar K. Patel, Chairman (having
financial and accounting knowledge), Shri. Vasudevbhai L. Patel, Shri.
Dharmendra N. Patel, Shri. Ghanshyambhai C. Patel and Shri. Sandipkumar
J. Patel. The constitution of Audit Committee meets with the
requirements under Clause 49 of the Listing agreement of the Stock
Exchanges as well.
The Committee periodically discussed the Financial Reporting process,
reviewed the Financial Statements, and discussed the quality of the
applied accounting principles and significant judgment that affected
the Company''s Financial Statements. Before presenting the audited
accounts to the members of the Board, the Audit Committee recommended
the appointment of the statutory auditors, subject to the Board''s
approval. The audit Committee reviewed with adequacy of internal
control systems with the management, statutory and internal auditors.
At present, the constitution, composition and functioning of the Audit
Committee also meets the requirements of Section 177 of the Companies
Act, 2013 and Clause - 49 of the Listing Agreement entered into with
the Stock Exchanges.
The terms of reference of the Audit Committee are as under :
(i) to recommend appointment, remuneration and terms of appointment of
Auditors of the company.
(ii) to review and monitor the auditor''s independence and performance,
and effectiveness of audit process,
(iii) to examine the financial statement and the auditor''s report
thereon.
(iv) to approve or any subsequent modification of transactions of the
company with related parties.
(v) to scrutinize inter-corporate loans and investments,
(vi) to carry out valuation of undertakings or assets of the company,
wherever it is necessary,
(vii) to evaluate the internal financial controls and risk management
systems.
(viii) to monitor the end use of funds raised through public offers, if
any, and related matters.
(ix) to formulate and oversee the vigil mechanism for the directors and
employees to report their genuine concern or grievances. If any of the
members of the committee have a conflict of interest in a particular
case, they should recuse themselves and the others on the committee who
deal with the matter on hand.
CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE (NRC) :
Pursuant to the provisions of Section 178 of the Companies Act, 2013
read with Companies (Meetings of Board and its Powers) Rules, 2014
Rules framed there under, every listed company and prescribed class of
companies, shall constitute Nomination and Remuneration Committee (NRC)
of the Board consisting of 3 or more non-executive directors out of
which not less than ½ shall be independent director.
In view of the above provision of law, the Board of Directors at its
meeting held on 30th May, 2014 has constituted NRC committee consisting
of Shri. Vasudevbhai L. Patel, Chairman of the Committee/ Independent
Director, Shri Ghanshyam C. Patel, Independent Director and Shri
Dineshbhai P. Patel, Executive Chairman of the company, as member of
the committee.
The powers (terms of reference) delegated to the committee are as under
:
A. To identify persons who are qualified to become Directors and who
may be appointed in Senior Management in accordance with the criteria
laid down.
The explanation "Senior Management" means personnel of the Company who
are members of its core management team excluding Board of Directors
comprising of all members of management one level below the executive
directors, including the functional heads.
B. To lay down the criteria for appointment of persons in senior
management and appointment of directors.
C. To recommend to the Board the person(s) to be appointed as
directors and senior management and their removal in accordance with
the criteria laid down by the committee.
D. To carry out evaluation of performance of every director.
E. To formulate the criteria for determining qualifications, positive
attributes and independence of a director.
F. To recommend to the Board a policy relating to the remuneration of
the directors, key managerial personnel and other employees.
While formulating the policy the committee shall ensure that -
a. The level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate directors of the quality
required to run the company successfully.
b. Relationship of remuneration to performance is clear and meets
appropriate performance benchmarks, and
c. Remuneration to directors, key managerial personnel and senior
management involves a balance between fixed and incentive pay
reflecting short and long term performance objectives appropriate to
the working of the company and its goals.
G. To ensure that the remuneration policy formulated by the committee
be disclosed in the Board''s Report.
ESTABLISHMENT OF VIGIL MECHANISM
As per Section 177 read with Rule 7 of Companies (Meetings of Board &
its Powers) Rules, 2014, Every listed company and the companies
belonging to the following classes shall establish a vigil mechanism :
(i) The companies which accept deposits from the public.
(ii) The companies which have borrowed money from banks and public
financial institutions in excess of fifty crore rupees,
The Audit Committee will formulate the vigil mechanism to provide
adequate safeguards against victimization of employees and directors
who availed of the vigil mechanism and have a direct access to the
chairman of the audit committee in exceptional case.
The audit committee is authorized to formulate the vigil mechanism to
provide adequate safeguards against victimization of employees and
directors who availed of the vigil mechanism and have a direct access
to the chairman of the audit committee in exceptional case.
In case of repeated frivolous complaints being filed by the director or
an employee the audit committee may take suitable action including
reprimand if necessary.
RE-CONSTITUTION OF STAKEHOLDERS RELATIONSHIP COMMITTEE i.e.
SHAREHOLDERS AND ¦ INVESTORS GRIEVANCE COMMITTEE :
The Board has re-constituted the Shareholders and Investors Grievance
Committee vide resolution passed in its Meeting held on 29/07/2011.
According to Section 177, the company is required to constitute a
Stakeholders Relationship Committee consisting of a Chairman who
shall be a non executive director and such other members as may be
decided by the Board.
In view of the above provision, the company has changed the name of the
Shareholders and Investors Grievance Committee to Stakeholders
Relationship Committee. Further, the membership of the company has
also changed in light of the above provisions.
The Stake holders Relationship committee consists of Shri.
Dharmendrabhai N. Patel, Chairman of the Committee/ Independent
Director, Shri Bharatbhai P. Patel, Shri Dineshbhai P. Patel and Shri
Nirmal B. . Patel, as members of the committee.
The powers (terms of reference) delegated to the committee are as under
:
(i) To scrutinize and take on records the shares / securities transfers
and transmission of shares / securities etc. made by the Registrar and
Transfer Agent of the Company and authorize the registration of
transfers in the Register of Members as well as in the Register of
Transfers of the Company and to take all other consequential and
incidental actions and measures.
(ii) To carry out redressal of Stakeholders'' complaints like transfer
of shares, non-receipt of declared dividends, non-receipts of
balances sheet etc.
(iii) To consider and resolve the grievances of the security holders of
the company.
(iv) To overseas the performance of the Registrar and Transfer Agents
and recommends measures for over all improvement in the quality of
investors / shareholders services.
ACCOUNTING STANDARDS AND FINANCIAL REPORTING :
The Company incorporates the accounting standards as and when issued by
the Institute of Chartered Accountants of India. The Company
complied with the Stock Exchange and legal requirement concerning .
the Financial Statements at the time of preparing them for the Annual
Report.
MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT :
Management''s Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement executed with
the Stock Exchanges, is presented in a separate section forming part
of the Annual Report.
CORPORATE GOVERNANCE :
Your Company follows the principles of effective Corporate Governance.
The Company has complied with the mandatory provisions of Corporate
Governance as prescribed in the revised Clause 49 of the Listing
Agreement executed with the Stock Exchange(s).
A separate section on Corporate Governance is included in the Annual
Report and Certificate from Company''s Auditors confirming the
compliance with the code of Corporate Governance as enumerated in
Clause-49 of the listing agreement with the Stock Exchange is annexed
hereto.
LISTING :
The equity shares of the company are listed in the Bombay Stock
Exchange Limited which has the connectivity in most of the cities
across the country.
DELISTING OF SHARES FROM AHMEDABAD STOCK EXCHANGE LIMITED
As the trading volume in the company''s shares on the Ahmedabad Stock
Exchange Limited are insignificant/NIL which does not justify the
payment of considerable amounts of listing fees and other expenses
which the company is incurring, So the Board of Directors at its
meeting held on 07th March, 2014 has decided to make an application for
voluntarily delist Company''s equity shares from the Ahmedabad Stock
Exchange Limited to save the recurring costs without affecting the
interest of the investors of the Company and without affecting the
liquidity of equity shares of the Company.
The Equity Shares of the Company will continue to be listed in the
Bombay Stock Exchange Limited (BSE) which has the connectivity in most
of the cities across the country and the proposed delisting from the
Ahmedabad Stock Exchange Limited will not be prejudicial to the
interest of the Shareholders / Investors.
The company has previously made an application to the Stock Exchange,
Ahmedabad to delist the Company''s Equity Shares on 02nd February, 2005
as per SEBI (Delisting of Securities) Guidelines, 2003 with the consent
of the members vide Special Resolution passed at an Annual General
Meeting dtd. 30/09/2004. The company has made several correspondence
for the queries raised by the Stock Exchange, Ahmedabad. For non
payment / delayed payment of listing fees for the year 2004 - 2005, the
company''s equity shares could not be delisted even though all the
compliances have already been carried out under delisting guidelines
2003.
As the delisting guidelines have been changed, the Board of Directors
at its meeting held on 07.03.2014 has resolved to delist company''s
shares in the Ahmedabad Stock Exchange Limited. The Company has filed
afresh application on 23/04/2014 for delisting of its securities from
the Ahmedabad Stock Exchange Limited as per SEBI (Delisting of Equity
Shares) Regulations, 2009.
DEMATERIALISATION OF EQUITY SHARES :
As per direction of the SEBI and the Bombay Stock Exchange Limited, the
shares of the Company are under compulsory demat form. The Company has
established connectivity with both the Depositories i.e. National
Securities Depository Limited [NSDL] and Central Depository Services
India Limited [CDSL] and the demat activation number allotted to the
Company is ISIN : INE52C01010. Consequent to sub- division of equity
shares of Rs. 10 each into the equity shares of Rs. 1 each, the new ISIN
allotted to the Company is ISIN : INE952C01028. Presently shares are
held in electronic and physical mode (96.82% of shares in demat, 3.18%
in physical mode.)
AUDITORS :
M/s. R.R.S & Associates, Chartered Accountants, Ahmedabad retire at the
conclusion of this ensuing Annual General Meeting. The Company has
received a certificate under Section 139(1) read with Section 141 of
the Companies Act, 2013 to the effect that their re-appointment, if
made will be in accordance to the specified limit. You are requested to
consider their re appointment as Auditors of the Company for the
Current Year.
AUDITORS REPORT :
The comments in the Auditors Report with Notes on Accounts referred to
the Auditor''s Report are self explanatory and, therefore do not call
for any further explanation.
APPOINTMENT OF SECRETARIAL AUDITOR FOR THE FINANCIAL YEAR 2014-2015
The Board has considered the recommendation of Audit Committee
regarding appointment and necessity of Secretarial Audit Report as
mandate for every listed company in Section 204 of the Act, and has
appointed M/s. Ashok P. Pathak & Co., Company Secretaries, Ahmedabad as
Secretarial Auditor for the financial year 2014 -2015.
The Companies Act, 2013 has introduced the Secretarial Audit as a new
class of audit in addition to Statutory Audit, Internal Audit and Cost
Audit.
Pursuant to Section 204 of the Companies Act, 2013 read with Rule - 9
of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, every listed company, and (i) every public company having
a paid up share capital of Rs. 50 Crores or more, or (ii) every public
company having a turnover of Rs. 250 Crores or more shall annex with its
Boards Report made under section 134(3), a secretarial audit report,
given by a Company Secretary in Practice in prescribed FORM No. MR - 3.
Secretarial Audit is a process to check compliance with the provisions
of various laws and rules/ regulations/procedures, maintenance of
books, records etc., by an independent professional to ensure that the
company has complied with the legal and procedural requirements and
also followed due processes. It is essentially a mechanism to monitor
compliance with the requirements of stated laws and processes.
Timely examination of compliance reduces risks as well as potential
cost of non-compliance and also builds better corporate image.
Secretarial Audit establishes better compliance platform by checking
the compliances with the provisions of various statutes, laws, rules &
regulations, procedures by an independent professional to make
necessary recommendations/ remedies. The primary objective of the
Compliance Management backed Secretarial Audit is to safeguard the
interest of the Directors including Independent Directors & officers of
the companies, shareholders, creditors, employees, customers etc..
According to Sub-Section 2 of Section 204 of the Act, it shall be the
duty of the company to give all assistance and facilities to the
company secretary in practice, for auditing the secretarial and related
records of the company. Further, a company secretary in practice
conducting secretarial audit has been granted similar powers and rights
as that granted to statutory auditor. (Section 143(14) of the Act).
The report of Board of Directors prepared under Section 134(3) of the
Act shall include explanations or comments by the Board on every
qualification, reservation or adverse remark or disclaimer made by the
company secretary in practice in his secretarial audit report.
(Sub-Section 3 of Section 204 of the Act).
SECRETARIAL COMPLIANCE CERTIFICATE :
The Compliance Certificate pursuant to the provisions of Section
383A(1) of the Companies Act, 1956 as to be filed separately in
prescribed e-Form and is forming part of the Directors'' Report.
COST AUDIT :
The Board of Directors at its meeting held on 30th May, 2013 has
appointed M/s. S A & Associates, as , Cost Accountants of the Company
for the Financial Year ending on 31st March, 2014 (i.e. Financial Year
, 2013-2014) to conduct the audit of the Cost Records maintained by the
Company under Section 233B . (1) of the Companies Act, 1956 under
revised procedure prescribed in general Circular No.15/2011 dated 11th
April, 2011 read with Order No. 52/26/CAB-2010 dtd.24th January, 2012
issued by the Cost Audit Branch - CAB , Ministry of Corporate Affairs -
MCA. Cost Auditor of the Company is in process to prepare Cost Audit
Report for the Financial Year ending on 31st March, 2014.
INSURANCE :
The company has made necessary arrangements for adequately insuring its
insurable interests.
INDUSTRIAL RELATIONS :
The directors are happy to note that the industrial relations continued
to remain cordial during the year. The directors express their
appreciation towards the workers, staffs and executive staffs for their
coordination and hope for a continued harmonious relations.
VISION :
To be the India''s best integrated textile solutions enterprise with
leadership position across products and markets, exceeding costumers
and shareholder expectation.
OUR MISSION :
- Offer innovative, customized and value added services to our
customers
- Actively explore potential markets and products
- Optimize use of all resources
- Maximize people development initiatives
- Be a knowledge leader and an innovator in our businesses
- Exceed compliances and global quality standards
- Be an ethical, transparent and responsible global organization
DIRECTORS'' RESPONSIBILITY STATEMENT :
Pursuant to the requirement under Section 217(2AA) of the Companies
Act,1956 with respect to Director''s Responsibilities Statement, it is
hereby confirmed :
(i) That in the preparation of the Annual Accounts for the Financial
Year ended 31st March, 2014, the applicable accounting standards had
been followed along with proper explanation relating to material
departures;
(ii) That the Director had selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair , view of the
state of affairs of the Company at the Financial Year and of the Profit
or Loss of the Company for the Company for the year under review;
(iii) That the Directors had 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;
(iv) That the Directors had prepared the accounts for the Financial
Year ended 31st March, 2014, on a going concern basis.
(v) That the company has adequate internal systems and controls in
place to ensure compliance of laws applicable to the company.
CODE OF INDEPENDENT DIRECTORS - SCHEDULE IV :
The Board has considered Code of Independent Directors as prescribed in
Schedule IV of the Companies Act, 2013. The code is a guide to
professional conduct for independent directors adherence to these
standards by independent directors and fulfillment of their
responsibility in a professional and faithful manner will promote
confidence of the investment community and regulators.
The broad items for code for independent directors are :
(i) Guidelines for Professional conduct.
(ii) Role and Functions.
(iii) Duties
(iv) Manner and process of appointment.
(v) Re-appointment on the basis of report of performance evaluation.
(vi) Resignation or Removal.
(vii) Atleast one Separate meeting of Independent Directors in a year
without attendance of non independent directors or members of
management.
(viii) Evaluation mechanism of Independent Directors by entire Board of
Directors.
RELATED PARTY TRANSACTIONS :
The company has not entered into any contract / agreement with Related
Parties and have no transactions with Related Parties during the year
under review.
There are no materially significant related party transactions i.e.
transactions of material nature, with its promoters, the directors or
the management, their subsidiaries or relatives etc., that may have
potential conflicts with the interests of the company at large in the
financial year 2013-2014.
However, the Board has taken note of the provisions of newly enacted
Companies Act relating the Related Party Transactions as enumerated
below :
Pursuant to Section 188 read with Rule 15 of the Companies (Meetings of
Board & its Powers) Rules, 2014, a company shall enter into any
contract or arrangement with a related party subject to the following
conditions, namely :
(i) The agenda of the Board Meeting at which the resolution is proposed
to be moved shall disclose
(a) The Nature of Related Party and the nature of relationship.
(b) The nature, duration of the contract and particulars of the
contract or arrangements.
(c) The material terms of the contract or arrangements including the
value, if any.
(d) Any advance paid or received for the contract or arrangement, if
any.
(e) The matter of determining the pricing and other commercial terms.
(f) Whether all factors relevant to contract have been considered, if
not the details of factors not considered with the rationale for not
considering those factors, and
(g) Any other information relevant or important for the Board to take a
decision on the proposed transactions.
(ii) Where any director is interested in any contract or arrangement
with a related party, such director shall not be present at the meeting
during discussion on the subject matter of the resolution relating to
such contract or arrangement.
Except with the consent of Board of Directors, no company shall enter
into any contract or arrangement with the related party with respect to
(a) Sell, purchase or supply of any goods or materials.
(b) Selling or otherwise disposing of, or buying property of any kind,
(c) Leasing of property of any kind
(d) Availing or rendering of any services
(e) Appointment of any agent for purchase or sell of goods, materials,
services or property
(f) Such related party''s appointment to any office or place of profit
in the company, its subsidiary or associate company
(g) Underwriting the subscription of any securities or derivatives
thereof.
Provided further that no member of the company shall vote on special
resolution to approve any contract or arrangement if such member is a
related party
Provided that no contract or arrangement, in the case of a company
having a paidup share capital of not less than such amount, or
transactions not exceeding such sums, as may be prescribed, shall be
entered into except with the prior approval of the company by a special
resolution.
ACKNOWLEDGMENT :
Your directors would like to express their grateful appreciation for
the continued assistance and cooperation received from the Banks,
Government Authorities and Shareholders. Your Directors are also
grateful to the customers, suppliers and business associates of your
company for their continued co-operation and support. Your directors
wish to place on record their deep sense of appreciation to all the
employees for their commendable teamwork and enthusiastic contribution
to the growth of Company''s business during the year under review.
Regd. Office :
Plot No. 3311, Unit No.2, By Order of the Board
GIDC Industrial Estate, For, Minaxi Textiles Ltd.
Village Chhatral, Phase-IV,
Taluka Kalol, Dist. Gandhinagar(N.G)
Gujarat Dineshbhai P. Patel Bharatbhai
P. Patel
Chairman Managing
Director
Date : 30/05/2014
Mar 31, 2010
The directors have pleasure in presenting herewith their Fifteenth
Annual Report together with the Audited Statements of Accounts forthe
period ended on 31st March, 2010.
PERFORMANCE HIGHLIGHTS:
(Rs.)
Particulars Current year Current year
Ended on Ended on
31/03/2010 31/03/2009
Sales & Job Work Income 124442812 87829878
Other Income 8129908 163024
Profit Before Tax 7107264 3765946
Less i Provision for Current
Tax 1100000 400000
Income Tax pertaining to
earlier years 50890 -14676
Deferred Tax 1551775 340058
Fringe Benefit Tax NIL 64000
Mat Credit Entitlement 1100000 NIL
Profit after Tax 5504600 2976564
Add: Balance Brought Forward 1526751 -1449813
Balance carried to Balance
Sheet (Surplus) 7031351 1526751
DIVIDEND:
OTo Conserve the resources for the expansion projects under pipeline,
your directors do not reco mmend any dividend for the financial year
ended on 31st March, 2010
BUSINESS PERFORMANCE & PROSPECTS:
During the year under report, the company has achieved a gross turnover
of 1244.42 Lac as compared to 878.29 Lac during the previous year and
the operations for the year under review has resulted into Net Profit
of "55.04 Lac. Your company could achieve sustained growth in business
due to continued pursuit of our strategy to work with innovation ideas,
developing new areas of its activities and reducing cost of products
through process innovation. Directors are hoping even better
performance during the current year.
There was a fire on 21st March, 2010 in factory premises situated at
Chhatral in Cut & Brush Machines Department and grey cloth lying in the
department totally burnt in fire. The company has made Insurance claim
with the insurance company and it expect to receive 80 Lacs, claim
proceeds during the year 2010-11.
A detailed analysis of the financial results is given in the Management
Discussion and Analysis Report, which forms part of this report.
Expansion Project
During the current year 2009-10, the company has replaced 39 second
hand Sulzer Weaving machines and install 25 machines Shuttle less,
Automatic, Sulzer Weaving machines - P.U. model cost 285 Lac which has
improved the quality, productivity and efficiency. As a result turnover
of the company increase by 70% during the year Compare to last year.
FINANCE:
The Company is at present enjoying financial assistance in the form of
working capital facilities and term loan from Bank of India, Main
Branch, Bhadra, Ahmedabad. During the year under review, the company
regularly paid the principal and interest to the Bank.
PUBLIC DEPOSIT:
The Company has not accepted any public deposits as defined under
section 58A of the Companies Act, 1956 read with Companies (Acceptance
of Deposits) Rules, 1975, as amended during the year under review.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS/OUTGO:
The information relating to conservation of Energy, Technology,
Absorption and Foreign Exchange Earning / Outgo as required under
section 217 (1) (e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 is given by way of annexure attached hereto which forms
part of this report.
PARTICULARS OF EMPLOYEES:
Provision of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975 are not applicable to
the Company, since none of the employees of the Company was in receipt
of total remuneration exceeding of 24,00,000 p.a. or "2,00,000 p.m.
for part of the year during the financial year under review.
BOARD OF DIRECTORS:
In accordance with provisions of Section 256 of the Companies Act,
1956, Shri. Dharmendra N. Patel, Shri. Dineshbhai P. Patel, Shri.
Kiritkumar S. Patel retires by rotation and being eligible offers
themselves for re-appointment.
CONSTITUTION OF AUDIT COMMITTEE :
The Board of directors of the company has constituted an Audit
Committee comprising four independent Non-Executive Directors viz..
Shri. Jashwantkumar K. Patel, Chairman (having financial and accounting
knowledge), Shri.. Vasudeybhai L. Patel, Shri. Dharmendra N. Patel and
Shri. Ghanshyambhai C. Patel. The constitution of Audit Committee
meets with the requirements under à Section 292A of the Companies Act,
1956 and Clause 49 of the Listing agreement of the Stock Exchanges as
well.
The Committee periodically discussed the Financial Reporting process,
reviewed the Financial Statements, and discussed the quality of the
applied accounting principles and significant judgment that affected
the Companys Financial Statements. Before presenting the audited
accounts to the members of the Board; the Audit Committee recommended
the appointment of the statutory auditors, subject to the Boards
approval. The audit Committee reviewed with adequacy of internal
control systems with the management, statutory and internal auditors.
ACCOUNTING STANDARDS AND FINANCIAL REPORTING :
The Company incorporates the accounting standards as and when issued by
the institute of Chartered Accountants of India. The Company complied
with the Stock Exchange and legal requirement concerning the Financial
Statements at the time of preparing them for the Annual Report.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT :
Managements Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement executed with
the Stock Exchanges, is presented in a separate section forming part of
the Annual Report.
CORPORATE GOVERNANCE:
Your Company follows the principles of effective Corporate Governance.
The Company has complied With the mandatory provisions of Corporate
Governance as prescribed in the revised.Clause 49 of the Listing
Agreement executed with the Stock Exchange(s).
A separate section on Corporate Governance is included in the Annual
Report and Certificate from Companys Auditors confirming the
compliance with the code of Corporate Governance as enumerated in
Clause-49 of the listing agreement with the Stock Exchange is annexed
hereto.
DEMATERIALISATION OF EQUITY SHARES:
As per direction of the SEBI and the Bombay Stock Exchange Limited, the
shares of the Company are under compulsory demat form. The Company has
established connectivity with both the Depositories i.e. National
Securities Depository Limited [NSDL] and Central Depository Services
India Limited [CDSL] and the demat activation number allotted to the
Company is ISIN: INE52C01010. Consequent to sub-division of equity
shares of10 each into the equity shares of 1 each, the new ISIN
allotted to the Company is ISIN : INE952C01028. Presently shares are
held in electronic and physical mode (95.70% of shares in demat, 4.30%
in physical mode.)
LISTING:
The equity shares of the company are listed in the Bombay Stock
Exchange Limited which has the connectivity in most of the cities
across the country.
AUDITORS:
M/s. R.R.S & Associates, Chartered Accountants, Ahmedabad retire at the
conclusion of this ensuing Annual General Meeting. The Company has
received a certificate under Section 224 (1) (B) of the Companies Act,
1956 to the effect that their re-appointment, if made will be in
accordance to the limit specified in the said Section. You are
requested to consider their re appointment as Auditors of the Company
for the Current Year.
AUDITORS REPORT:
The comments in the Auditors Report with Notes on Accounts referred to
the Auditors Report are self explanatory and, therefore do not call
for any further explanation.
RE-APPOINTMENT OF COMPANY SECRETARY IN WHOLE-TIME PRACTICE :
M/s Ashok P. Pathak & Co., Company Secretaries, retire at the
conclusion of ensuing Annual General Meeting. You are requested to
consider their appointment for the Financial Year 2010-2011.
SECRETARIAL COMPLIANCE CERTIFICATE:
The Compliance Certificate pursuant to the provisions of Section
383A(1) of the Companies Act, 1956 as to be filed separately with
e-Form No.66 is forming part of the Directors Report.
INSURANCE:
The company has made necessary arrangements for adequately insuring its
insurable interests.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors Responsibilities Statement, it is
hereby confirmed:
(i) that in the preparation of the Annual Accounts for the Financial
Year ended 31st March, 2010, the applicable accounting standards had
been followed along with proper explanation relating to material
departures;
(ii) that the Director had selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the Financial Year and of the Profit or
Loss of the Company for the Company for the year under review;
(iii) that the Directors had taken proper and sufficient care for the
maintenance of Adequate accounting records in according with the
provisions of the Companies Act 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) that the Directors had prepared the accounts for the Financial
Year ended 31st March, 2010, on a going concern basis.
(v) that the company has adequate internal systems and controls in
place to ensure compliance of laws applicable to the company.
INDUSTRIAL RELATIONS:
The directors are happy to note that the industrial relations continued
to remain cordial during the year. The directors express their
appreciation towards the workers, staffs and executive staffs for their
coordination and hope for a continued harmonious relations.
ACKNOWLEDGMENT:
Your directors would like to express their grateful appreciation for
the assistance and co- operation received from the Government, Banks,
Customers, Suppliers and Business associates during"the year under
review. The Directors also express their gratitude to the shareholders
for the confidence reposed towards the Company. Your Directors wish to
place on record their deep sense of appreciation to all the employees
for their commendable team work and enthusiastic contribution during
the year.
Regd. Office: By Order of the Board
Plot No. 3311, Unit No. 2, For, Minaxi Textiles Ltd.
GIDC Industrial Estate,
Village Chhatral, Phase-IV
Taluka Kalol,
Dist.Gandhinagar(N.G.) Bharatbhai P. Patel
Gujarat Managing Director
Date: 31/07/2010
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