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Directors Report of Sunil Industries Ltd.

Mar 31, 2015

The Directors have great pleasure in presenting 39TH Annual Report along with the Audited Balance Sheet and Profit And Loss Account for the year ended on 31st March, 2015

1) FINANCIAL RESULTS

The financial Results are briefly indicated below:

(Amt in Rs.)

PARTICULARS For the year ended on

31st March, 2015 31st March, 2014

Total Income 2,022,138,270 127,33,67,533

Total Expenditure 1,990,453,448 125,16,26,810

Profit/(Loss) before Taxation 31,684,822 2,17,40,723

Provision for Tax 11,698,762 75,07,001

Net Profit/(Loss) after Tax 19,986,060 1,42,33,722

Profit/(Loss) b/f previous year 37,632,834 2,33,99,113

Balance c/ftoBalance Sheet 56,969,319 3,76,32,834

2) REVIEW OF OPERATIONS

During the year ended 31st March, 2015, your Company reported total Income of Rs. 2,022,138,270 in comparison to Rs 127,33,67,533/- in previous year resulting to an increase of Rs. 74,87,70,737. The Net Profit after tax Increased to Rs. 19,986,060 as compared to Rs. 1,42,33,722/- in previous year marking a increase of Rs. 57,52,338 due to increase in demand of product.

3) DIVIDEND

In order to conserve the reserves, your Company do not recommend dividend for the financial year 2014-15.

4) FUTURE PROSPECTS

Indian economy is expected to achieve a 6% CAGR in the next 10 years while many other countries are predicted to face a slow growth or even stagnation. Interest of global brands and retailers in the Indian market is likely to fuel the growth. India would attract more investments from global brands and retailers in the coming years. This is likely to spur the country's domestic demand and further enhance India's investment in supply chain processes. The country's clothing and textile industry would become more competitive both at the domestic and global forefront. There would be diversification of the product mix thereby creating new opportunities for exports. Until 2005, Indian textile industry was driven by the availability of raw material, labor and Government policies. Till 2015 economists predict that the industry will be driven by manufacturing excellence, supply chain efficiency, and a various range of product mix. After 2015, the industry is expected to be product, brand, and process driven.

5) TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND.

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

6) CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is Annexure A to Director's Report.

7) STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

8) DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135 of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

9) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of investment made under Section 186 of the Companies Act, 2013 have been disclosed in the financial statements in Note 10 of the Financial Statement.

The particulars of loans made under Section 186 of the Companies Act, 2013 have been disclosed in the financial statements in Note 11 and Note 15 of the Financial Statement.

The Company has not given any loans or given any guarantees.

10) PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended is attached as Annexure B to Director's Report.

11) EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The auditors' report and secretarial auditors' report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report.

12) ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished as Annexure C to Director's Report,

13) NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year, the Board had met four times on 30th May, 2014 ; 14th August, 2014 ; 14th November, 2014 and 14th February, 2015.

14) DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirm:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

(ii) That the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015, and that of the profit of the Company for the year ended on that date. (iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. (iv) That the annual accounts have been prepared on a going concern basis. (v) The Board has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.- (vi) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15) DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review

16) PARTICULARS OF REMUNERATION

No details as required under section 197 (12) of the Companies Act 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been provided as there are no employees drawing remuneration in excess of the prescribed limits.

The information as required under section 197 (12) of the Companies Act 2013 with regard to the comparative statement of remuneration paid to Directors and the median salary paid to the employees of the company is available for inspection at the company's registered office during business hours.

The Nomination and Remuneration Committee of the Company has affirmed at its meeting held on February 14, 2015 that the remuneration is as per the remuneration policy of the Company. The policy is available on the company's website: www.sunilgroup.com

17) DIRECTORS

Mr. Ravinder Kumar Gupta, resigned from the office of Directorship with effect from 1st January, 2015. Your Directors place their appreciation for the work done by him during his tenure.

Mrs. Alka Gopal Bajaj was inducted as an Additional Director on the Board of the Company on 23rd March, 2015 pursuant to the provisions of section 149, 150, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014. She would hold office till the conclusion of ensuing Annual General Meeting. Company has received a notice in writing uder Section 160 of the Companies Act, 2013 from a member proposing her candidature to appoint as an Independent Director of the Company to hold office for 5 consecutive years commencing from 23rd March, 2015 to 22nd March, 2020.Your Directors hereby recommends her appointment as Independent Women Director of the Company and resolution for her appointment is put forward for your approval.

Mr. Ramesh Khanna is liable to retire by rotation in this Annual General Meeting and being eligible he has offered himself for reappointment as Director. The Company has received notice in writing from member along with requisite fee proposing candidature of Mrs. Alka Gopal Bajaj as Directors of the Company. Your Directors recommend their appointment.

18) DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

19) STATUTORY AUDITORS

M/s V. K Beswal & Associates, Chartered Accountants, Mumbai registered with the Institute of Chartered Accountants of India vide firm registration no 101083W were appointed as Statutory Auditors at their Annual General Meeting held on 27th September, 2014 for the period of three (3) years. i.e for the Annual General Meeting to be held in year 2017 subject to ratification at each Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment. The resolution for ratification of his appointment is put forward for your approval in the ensuing Annual General Meeting.

20) COST AUDITOR

M/s Shanker Chaudhary & Co, Cost Accountant are appointed as Cost Accountants in compliance of Section 148(1) read with Section 139 of the Companies Act, 2013 to audit Cost records maintained by the Company for the financial year ended March 31, 2016. The resolution for ratification of remuneration paid to them is put forward for your approval in compliance of Section 148 read with Companies (Audit and Auditors) Rules, 2014.

21) INTERNAL AUDITORS

The company has appointed Sushil Budhia Associates, Chartered Accountants, Mumbai, as internal auditor of the company for financial year 2015-16.

22) SECRETARIAL AUDITOR

The Company has appointed M/s HS Associates, Company Secretaries, as Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2015-16 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Their report is appended to this report as Annexure D to Director's Report.

23) MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is annexed to this Annual Report.

24) CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The Certificate from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is also published elsewhere in this Annual Report.

25) SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES

The company does not have any subsidiary, joint venture or associate company and therefore provision with respect to Section 129 of the Companies Act, 2013 are not applicable to the Company.

26) CORPORATE GOVERNANCE REPORT

Corporate Governance Report prepared by HS Associates, Company Secretaries, is annexed hereto as Annexure E.

27) DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members

*Mr. Rohit Gadia– Chairman

*Mr. Mohd Iqbal-Member

Mr. Pradeep Roongta– Member

Mohd Iqbal was inducted as member on 14th November, 2014

*Rohit Gadia was elected as chairman of Audit Committee on 14th February, 2015 due to resignation of Mr. Ravinder Kumar Gupta.

The above composition of the Audit Committee consists of independent directors, viz., Mr. Rohit Gadia and Mr. Mohd Iqbal who form the majority.

The Company has established a vigil mechanism policy to oversee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to chairman of Audit committee on reporting issues concerning the interests of co-employees and the Company. The Vigil Mechanism Policy is available at the website of the company: www.sunilgroup.com

28) ANNUAL EVALUATION BY THE BOARD

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance Providing perspectives and feedback going beyond information provided by the management v. Commitment to shareholder and other stakeholder interest The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

29) COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the Board constituted some of the Committees. There are currently three Committees of the Board, as follows:

Audit Committee

Nomination and Remuneration Committee

Stakeholders' Relationship Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report in Annexure

30) MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report

31) OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.

Pursuant to clause 49 of the Listing Agreement, a report on Corporate Governance is given in Annexure E

32) ACKNOWLDEGEMENTS

Your Company wishes to sincerely thank all the customers, commercial banks, financial institution, creditors etc. for their continuing support and co-operation.

Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the company and also sincerely thank the shareholders for the confidence reposed by them in the company and from the continued support and co-operation extended by them

ON BEHALF OF THE BOARD

FOR SUNIL INDUSTRIES LIMITED

DATE :14TH AUGUST, 2015 VINOD LATH

PLACE :DOMBIVLI MANAGING DIRECTOR

DIN NO: 00064774


Mar 31, 2014

The Members,

SUNIL INDUSTRIES LIMITED

Mumbai

The Directors have great pleasure in presenting 38TH ANNUAL REPORT along with the Audited Balance Sheet and Profit And Loss Account for the year ended on 31st March, 2014

1. FINANCIAL RESULTS:

The Financial Results are briefly indicated below:

(Amt in Rs.) For the year ended on Particulars 31st March, 2014 31st March, 2013

Total Income 127,33,67,533 113,53,82,009

Total Expenditure 125,16,26,810 111,81,82,911

Net Profit/(Loss) before Tax 2,17,40,723 1,71,99,098

Provision for Tax 75,07,001 59,12,190

Net Profit/(Loss) after Tax 1,42,33,722 1,12,86,908

Profit/(Loss) b/f previous year 2,33,99,113 1,21,12,205

Balance c/f to Balance Sheet 3,76,32,834 2,33,99,113

2. FINANCIAL OPERATIONS

During the year ended 31st March, 2014, your Company reported total Income of Rs. 127,33,67,533/- in comparison to Rs. 113,53,82,009/- in previous year resulting to an increase of 12.15%. The Net Profit after tax Increased to Rs. 1,42,33,722/- as compared to Rs. 1,12,86,908/- in previous year marking a increase of 26.11% due to increase in demand of product.

3. DIVIDEND

In order to conserve the reserves, your Company do not recommend dividend for the financial year 2013-14.

4. DEPOSITS

The company has not accepted any deposits from the Public in terms of provisions of Section 58A, 58Aa of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules 1975 and applicable provisions of Companies Act, 2013. Therefore the provisions of said section / rules are not applicable to the Company during the financial year.

5. PARTICULARS OF EMPLOYEES:

There were no employees who were in receipt of the remuneration in excess of the limits as set out in terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

6. DIRECTORS:

Mr. Iftadad Hossain resigned from the office of Directorship with effect from 23rd August, 2014. Your Directors place their appreciation for the work done by him during his tenure.

The Board of Directors at their meeting held on 14th August, 2014 approved re-appointment of Mr. Vinod Lath as Managing Director and CEO, Mr. Pradeep Roongta as Whole-time Director and CFO and Mr. Ramesh Khanna as Whole-time Director subject to approval of Shareholders at ensuing Annual General Meeting of your Company for a further period of five years commencing from September 1,2014 to August 31,2019.

Mr. Ravinder Kumar Gupta and Mr. Rohit Gadia, Independent Director(s) of the Company were liable to retire by rotation in this Annual General Meeting. However pursuant to provisions of Section 149, Section 150, Section 152 read with Schedule IV of the Companies Act, 2013 Mr. Ravinder Kumar Gupta and Mr. Rohit Gadia are appointed as Independent Director(s) for the period of five consecutive years from 1st April, 2014 to 31st March, 2019. The resolution for their appointment is put forward for your approval.

Likewise Mr. Mohd. Iqbal was appointed as an Additional Director with effect from 13th August, 2014 pursuant to provisions of Section 161 of the Companies Act, 2013. He shall hold office only up to the date of ensuing Annual General Meeting. Pursuant to provisions of Section 149, Section 150, Section 152 read with Schedule IV of the Companies Act, 2013 he is also appointed as an Independent Director for the period of five consecutive years from 13th August, 2014 to 12th August, 2019. The resolution for his appointment is put forward for your approval.

The Company has received notice in writing from member along with requisite fee proposing candidature of Mr. Ravinder Kumar Gupta, Mr. Rohit Gadia and Mr. Mohd. Iqbal as Independent Directors of the Company. Your Directors recommend their appointment.

7. SUBSIDIARIES:

Since the Company has no subsidiaries, the provision of Section 212 of the Companies Act, 1956 is not applicable.

8. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms:

a. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. That 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 at the end of the financial year and of the Profit or Loss of the Company for that period.

c. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. That the Directors have prepared the Annual accounts on a going concern basis.

9. CORPORATE GOVERNANCE:

The Board had implemented various provisions of Corporate Governance in pursuance of Clause 49 of Listing Agreement during the year. The report on Corporate Governance is annexed hereto forming part of this report. The requisite certificate from M/s HS Associates, Company Secretaries, on implementation of requirements of the Corporate Governance is also annexed herewith forming part of this report.

10. LISTING:

The Company''s shares are listed on Bombay Stock Exchange, Ahmedabad Stock Exchange, Calcutta Stock Exchange and the Delhi Stock Exchange. The Company is in process of filing application for voluntary delisting with Ahmedabad, Calcutta and Delhi Stock Exchange.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE:

Information giving the particulars relating to conservation of energy, technology absorption & foreign exchange earnings & outgo, as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988 is attached as Annexure I.

12. AUDITORS:

M/s. V. K. Beswal & Associates., Chartered Accountants, Mumbai bearing ICAI Firm Registration No as 030426 are proposed to be appointed as Auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the Forty First Annual General Meeting of the Company held thereafter, subject to ratification of the appointment by the members at every Annual General Meeting held after the ensuing Annual General Meeting.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from M/s. V. K. Beswal & Associates, to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under, as may be applicable.

13. COST AUDITOR

M/s Shanker Chaudhary & Co, Cost Accountant are appointed as Cost Accountants in compliance of Section 148(1) read with Section 139 of the Companies Act, 2013 to audit Cost records maintained by the Company for the financial year ended March 31, 2015. The resolution for ratification of remuneration paid to them is put forward for your approval in compliance of Section 148 read with Companies (Audit and Auditors) Rules, 2014.

14. AUDITORS REPORT:

Since notes to the account are self explanatory, no further explanation is given by the Board as such.

15. INTERNAL AUDITORS

The company has appointed Sushil Budhia Associates, Chartered Accountants, Mumbai, as internal auditor of the company for financial year 2014-15.

16. SECRETARIALAUDITOR

The Company has appointed M/s HS Associates as Secretarial Auditor of the Company to carry out the Secretarial Audit for the Financial Year 2014 -2015 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

17. COMMITTEES OF THE BOARD

Pursuant to provisions of section 292 (A) of Companies Act, 1956 and clause 49 of listing agreement, the Board has formed Audit Committee, Remuneration Committee and Shareholders/Investors Grievance Committee in compliance with listing agreement.

18. CORPORATE GOVERNANCE REPORT

Corporate Governance Report prepared by M/s HS Associates, Company Secretaries, is annexed hereto.

19. COMPLIANCE CERTIFICATE

The Company has obtained Compliance Certificate pursuant to provisions of Section 383A of Companies Act, 1956 from M/s HS Associates, Company Secretaries and is annexed hereto.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is annexed hereto forming part of this report.

21. OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.

By virtue of the revocation of suspension on trading of Equity Shares of the Company by Bombay Stock Exchange, the shares of the Company are freely tradable.

22. ACKNOWLEDGEMENTS:

Your Company wishes to sincerely thank all the customers, commercial banks, financial institution, creditors etc. for their continuing support and co-operation.

Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company and sincerely thanks the all shareholders for the confidence reposed by them in the company and for the continued support and co-operation extended by them.

On behalf of the Board For SUNIL INDUSTRIES LIMITED SD/- VINOD LATH CHAIRMAN Date: August 14, 2014 Place: Dombivli

 
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