Mar 31, 2015
The Directors present herewith the 45th Annual Report together with
the Audited Financial Statements for the Financial Year ended 31st
March, 2015. The summarized performance during the year is as under:
FINANCIAL RESULTS: (Rs. In Lacs)
PARTICULARS 31st March, 2015 31st March, 2014
Sales 9.49 7.26
Other Income 642.05 396.49
Total Income 651.54 403.75
Profit / (Loss) Before
Interest, Depreciation &
Tax 578.76 199.08
Interest 297.04 311.94
Depreciation 50.34 194.85
Profit / (Loss) Before Tax 231.38 (307.71)
Exceptional Income/Prior
Period Adjustment - -
Profit / (Loss) After Tax 231.38 (307.71)
PERFORMANCE REVIEW:
During the year under review, the Company earned revenue to the tune of
Rs.651.54 Lacs, out of which Rs.642.05 Lacs was on account of profit on
sale of barren land of the Company situated at Nashik. As a result, the
Company earned a profit after tax of Rs.231.38 Lacs as compared to a
loss of Rs.307.71 Lacs incurred in the previous year.
DIVIDEND/ RESERVES:
With a view of conserving the profits of the Company for future
expansion of the business, the Directors do not recommend dividend on
the Equity Share Capital of the Company for the Financial Year ended
2014-15.The Company did not transfer any amount to reserves for the
Financial Year ended 2014-15.
SHARE CAPITAL:
The paid up share capital of the company as on 31st March, 2015 was
Rs.1645.32 lacs. During the year under review the Company has not
issued shares with or without differential voting rights and has not
granted any stock option or sweat equity. As on 31st March, 2015, none
of the Directors of the company hold instruments convertible into
equity shares of the Company.
BUSINESS OUTLOOK AND FUTURE PROSPECTS:
During the year under review, the Company focused on reducing the high
cost debt and successfully accomplished the task. The Company on 02nd
June, 2015 repaid the dues of J M Financial Asset Reconstruction
Company in full. This has resulted into a low debt enabling the
Company to implement a viable business plan.
The Company is planning to modernize its Open End Spinning division
with the installation of State-of-the-art machines to produce high
quality Open End Yarn to meet the demand for Industrial fabric / Denim
manufacturing. The Company is hopeful of implementing the business plan
in the current year.
MANAGEMENT DISCUSSION & ANALYSIS:
A detailed Management Discussion & Analysis is annexed and forms part
of this Annual Report.
FIXED DEPOSITS:
The Company has not accepted any deposit within the meaning of the
provisions of Section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a) Meetings of the Board of Directors held during the year 2014-15:
During the year under review, five (5) meetings of the Board of
Directors took place details of which have been provided in the
Corporate Governance Report that forms part of the Annual Report. The
intervening gap between any two meetings was within the period
prescribed by the Companies Act, 2013.
b) Declaration by Independent Directors:
The Company has received necessary declaration from the Independent
Directors under Section 149(7) of the Companies Act, 2013, that they
meet the criteria of Independence as provided in sub-section (6) of
Section 149 of the Companies Act, 2013.
Independent Directors are not liable to retire by rotation as per
Section 152 (6) of the Companies Act, 2013. None of the Independent
Directors will retire at the ensuing Annual General Meeting.
c) Changes in the Board of Directors during the year 2014-15:
No changes have taken place in the Board of Directors of the Company
during the year 2014-15.
In accordance with the provision of Section 203 of the Companies Act,
2013 every Listed Company is required to have certain officers of the
Company as Whole-time Key Managerial Personnel. Your Board of Directors
has taken note of the existing office of Mr. P.M. Rao, Managing
Director, as a Whole-time KMP of the Company and has appointed Mr.
Abhijit Rao, Whole-time Director as the Chief Financial Officer of the
Company and has also appointed him as the internal Auditor, as the
Company is not having any other employee and not in a position to pay
any outside professional, till its operations are restarted. Due to
weak financial position, the Company could not appoint a Woman Director
and a Whole-Time Company Secretary, and also on account of the
Company's operations to restart.
Mr. Abhijit Rao Penugonda (DIN: 00189126),Whole time Director of the
Company is liable to retire by rotation at the ensuing AGM pursuant to
the provisions of the Companies Act, 2013 read with Companies
(appointment and Qualification of Directors) Rules, 2014 and the
Articles of Association of the Company and being eligible has offered
himself for re-appointment. Appropriate resolution for his
re-appointment is being placed for your approval at the ensuing AGM.
The brief resume of the Director and other related information has been
detailed in the Notice convening 45th AGM. Your Directors recommend his
re-appointment.
Mr. P. M. Rao, has been re-appointed as the Chairman & Managing
Director of the Company for a period of 5 years with effect from 01st
July, 2015. Necessary Resolution seeking the approval of the members of
the Company is provided in the Notice convening the 45th AGM of the
Company.
AUDIT COMMITTEE:
Pursuant to the Provisions of Section 177 (8) of the Companies Act,
2013, read with Rule 6 & 7 of the Companies (Meetings of the Board and
its Powers) Rules, 2014, the Audit Committee consists of the following
Members as mentioned below:
Sr. No. Name Designation
1 Mr. Shyam R. Karmarkar Chairman (Independent Director)
2 Mr. P. R. Bhargava Member (Independent Director)
3 Mr. Abhijit Rao Member (Executive Director)
All the recommendations of the Audit Committee were accepted by the
Board of Directors during the year.
VIGIL MECHANISM:
The Company has adopted vigil Mechanism, the details of which have at
www.venturatextiles.com been provided in the Corporate Governance
Report and the same has been posted on the website of the Company.
NOMINATION AND REMUNERATION COMMITTEE:
The Company has constituted the Nomination & Remuneration Committee
comprising of 3 Members out of which two (2) are Independent Directors
and one (1) is Executive Director. The Company is trying to revive
itself and on the turnaround of the Company, the Composition of the
Nomination & Remuneration Committee will be duly constituted as per
Section 178 of the Companies Act, 2013. The scope and functions of the
Committee are available on Company's website: www.venturatextiles.com.
The Company has adopted a policy titled as "Nomination & Remuneration
Policy" which inter alia includes Company's policy on Board Diversity,
selection, appointment and remuneration of directors, criteria for
determining qualifications, positive attributes, independence of a
director and criteria for performance evaluation of the Directors.
The 'Nomination and Remuneration Policy' as approved by the Board is
also placed on the website of the Company.
STAKEHOLDERS' RELATIONSHIP COMMITTEE :
Your Company re-aligned its existing shareholders/Investors Grievances
Committee as 'Stakeholders' Relationship Committee', with an enhanced
scope and functioning. The Stakeholders Relationship Committee
comprises of Mr. S.R. Karmarkar as Chairman of the Committee and Mr.
P.M. Rao and Mr. P.R. Bhargava as Members of the Committee.
DIRECTORS' RESPONSIBILITY STATEMENT :
In terms of Section 134(3)(c) and 134(5) of the Companies Act, 2013,
the Directors confirm that:
a) in the preparation of the annual accounts for the financial year
ended March 31, 2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures,
if any;
b) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit of
the Company for that year;
c) the directors have taken proper and sufficient care for the
maintenance 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) the Directors have prepared the annual accounts on a going concern
basis;
e) the Directors have laid down internal financial controls, to be
followed by the company and that such internal financial controls are
adequate and were operating effectively; and
f) the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and such systems are adequate and
operating effectively, to the extent possible considering the weak
financial position and the Board of Directors are taking best efforts
to turn-around the Company's operations and its financial stability.
CORPORATE GOVERNANCE:
As per Clause 49 of the Listing Agreement entered into with the Stock
Exchange, a Separate Section on Corporate Governance practices followed
by the Company together with a Certificate from the Company's Auditors
confirming compliance is set out separately under Corporate Governance
Report.
PERFORMANCE EVALUATION:
Clause 49 of the Listing Agreement mandates that the Board shall
monitor and review the Board evaluation framework. The Companies Act,
2013 states that a formal annual evaluation needs to be made by the
Board of its own performance and that of its committees and Individual
directors. Schedule IV of the Companies Act, 2013 states that the
performance evaluation of Independent Directors shall be done by the
entire Board of Directors, excluding the Board being evaluated.
The Performance Evaluation of the Directors, the Board and its
Committees was carried out based on the criteria/ manner recommended by
the Nomination & Remuneration Committee and approved by the Board of
Directors. Further details in respect of the criteria of evaluation
has been provided in the Corporate Governance Report.
The performance evaluation of the Independent Directors was carried out
by the entire Board. The performance evaluation of the Chairman and the
Non Independent Directors was carried out by the Independent Directors
who also reviewed the performance of the Secretarial Department. Your
directors express their satisfaction with the Evaluation process.
PARTICULARS OF EMPLOYEES AS REQUIRED UNDER SECTION 197 OF THE COMPANIES
ACT, 2013 READ WITH RULES 5 OF THE COMPANIES (APPOINTMNET AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
There is no employee working in the Company, and the Company is not
paying any remuneration to its Directors except Mr. Abhijit Rao,
Whole-Time Director of the Company in professional capacity. Hence the
Disclosures as required under Rule 5 of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 are not applicable to
the Company.
RELATED PARTY TRANSACTIONS:
During the year under review, there was no transaction entered with any
related parties and therefore the disclosure in Form AOC-2 is not
required.
The Policy on Related Party Transactions as approved by the Board is
uploaded on the Company's website at www.venturatextiles.com
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the year under review, no loans or guarantees were given or
investments were made pursuant to the provisions of Section 186 of the
Companies Act, 2013.
SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's
operations in future.
STATUTORY AUDITORS
M/s. S. M. Kapoor & Co., Chartered Accountants, Mumbai have been
appointed as Statutory Auditor of the Company for a period of three
years at the Annual General Meeting of the Company held on September
30, 2014. However, the appointment of Statutory Auditors needs to be
ratified every year by the shareholders in the Annual General Meeting
of the Company. M/s. S. M. Kapoor & Co., Chartered Accountants, have
intimated their consent and eligibility for continuation of their
appointment as the Statutory Auditors of the Company. On the
recommendation of the Audit Committee, the Board proposes the
ratification of their appointment and to fix their remuneration by the
members at the ensuing Annual General Meeting of the Company.
AUDITORS' REPORT
The Auditors' Report does not contain any qualification, reservation or
adverse remark, except Emphasis of the Matters mentioned in Auditors'
Report as follows:
1. Note No. 17 to the financial statements which describes the
uncertainty related to loan which has been taken over by Asset
Restructuring Company (ARC) from the bank which was settled at Rs.9.10
crores between the ARC and company which is subject to payment of the
same, however if company fails to make the payment to ARC then bank
liability will be increased by Rs. 52.25 crores.
2. Note No.18 in the financial statement which indicates that the
Company has accumulated losses and its Net worth has been substantially
eroded, These conditions, along with other matters set forth in Note
18, indicate the existence of a material uncertainty that cast
significant doubt about the Company's ability to continue as a going
concern. However, the financial statements of the Company have been
prepared on a going concern basis for the reasons stated in the said
Note. Our opinion is not modified in respect of these matters.
Management Reply:
1. The Company on 2nd June, 2015 repaid the dues of JMFARC in full by
arranging the funds through inter corporate deposits and by selling of
barren land situated at Nashik. Now the Company is in the process of
revival and it is expected to turn around by end of this financial year
i.e. 2015-16, as the promoters / Board of Directors of the Company are
trying to commence the Commercial Production in near future.
2. The Company is planning to modernize its Open End Spinning division
with the installation of State-of-the-art machines to produce high
quality Open End Yarn to meet the demand for Industrial fabric / Denim
manufacturing. The Company is hopeful of implementing the business
plan in the current year and the Board is optimistic that the Company
will be able to continue as a going concern.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
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 not applicable as the Company
has not undertaken any production activity during the year.
Your Company takes serious effort to conserve the energy wherever
possible by economizing the use of power at its various offices.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Foreign Exchange earned  Rs.NIL Foreign Exchange outgo  Rs. NIL
EXTRACT OF ANNUAL RETURN:
The extract of the Annual Return pursuant to sub-section (3) of Section
92 of the Companies Act, 2013 prepared in Form MGT-9 is annexed
herewith as (Annexure-1) to the Board's Report.
SECRETARIAL AUDITOR
Mr. S. Anantha Rama Subramanian (CP: 1925), Practising Company
Secretary, has been appointed to conduct the Secretarial Audit of the
Company for the financial year 2014-15, as required under Section 204
of the Companies Act, 2013 and rules made thereunder.
The Secretarial Audit report for financial year 2014-15 forms part of
Annual Report as Annexure -2 to the Board's Report.
Necessary explanations to each of the observations made in the
Secretarial Audit Report are as given below:
a) The Company has not appointed a woman director and has therefore not
been compliant with the Proviso of Section 149 (1) of the Companies
Act, 2013 read with Rule 3 of the Companies (Appointment and
Qualification of Directors) Rules, 2014 and Clause 49 of the Listing
Agreement.
Considering, the Company's weak financial position, BIFR history etc.,
the Company is finding it difficult to appoint a Woman Director on the
Board to comply with the requirements of the Companies Act, 2013. The
Board of Directors assures that the on the turn-around of the Company,
the Board will make best efforts to appoint a Woman Director to comply
with requirements of the Act and Clause 49 of the Listing Agreement.
b) The Company has not appointed Company Secretary (Key Managerial
Personnel) under Section 203 of the Companies Act, 2013 read with Rule
8 of the Companies(Appointment and Remuneration of Managerial
Personnel) Rules, 2014:
The Company is not in a position to appoint the Company Secretary, due
to its weak financial condition. The Board assures that after the
commencement of commercial production, the Company will appoint a
Company Secretary and comply with the requirements specified under
Section 203 of the Companies Act, 2013.
c) The Nomination and Remuneration Committee consist of Three (3)
Members out of which 2 (Two) are Non- Executive and Independent
Directors and 1 (one) is Executive and Non-Independent Director
The Board of Directors assures that on the appointment of Woman
Director, the Nomination and Remuneration Committee would be duly
constituted as required under Section 178 of the Companies Act, 2013.
d) The Company has not filed necessary returns with respect to
appointment of Chief Financial Officer and Internal Auditor under the
Companies Act, 2013, delay in the said appointments.
The required returns with respect to the appointment of Chief Financial
Officer and Internal Auditor will be filed. The Company has no
resources to remunerate these positions. Hence, given additional
responsibility to the whole-time Director, till turn-around of the
Company.
e) The Company is yet to establish systems to ensure adequate and
effective compliance with the provisions of all applicable laws. There
were generally delay in filing of returns, including Reconciliation of
Share Capital Audit Report to Stock Exchange.
The directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems are adequate and
operating effectively, to the extent possible considering the weak
financial position and the Board of Directors are taking best efforts
to turn-around the Company's operations, its financial stability and to
comply with all applicable laws.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR):
As per Section 135 of the Companies Act, 2013, every Company having net
worth of Rupees five hundred crore or more, or turnover of Rupees one
thousand crore or more, or a net profit of Rupees five crore or more
during any financial year shall constitute the CSR Committee.
Considering the above threshold limit specified above, the Company is
not required to constitute the CSR Committee.
PREVENTION OF SEXUAL HARASSMENT:
There are no women employees associated with the Company, hence, no
disclosure is required to be given under the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Harassment, Redressal)
Act, 2013.
DISCLOSURE UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:
Except as disclosed elsewhere in this report, no material changes and
commitments have occurred between the end of the financial year of the
Company and date of this report which can affect the financial position
of the Company.
ACKNOWLEDGMENT:
Your Directors would like to express their sincere appreciation to the
Company's valued investors, Banks, Central and State Governments and
all other statutory authorities for their continued Co-operation and
support.
Your Directors also take this opportunity to acknowledge the dedicated
efforts made by workers, staff, and officers at all level for their
hard work, dedication and commitment.
For and on behalf of the Board of Directors
Place: Mumbai P. M. Rao
Date: 27th August, 2015 Chairman and Managing Director
DIN: 00197973
Mar 31, 2014
Dear Members,
The Directors present herewith the 44th Annual Report together with
the Audited Accounts for the Financial Year ended 31st March, 2014. The
summarized performance during the year is as under:
FINANCIAL RESULTS: (Rs. In Lacs)
PARTICULARS 31st March, 2014 31st March, 2013
Sales 7.26 -
Other Income 396.49 32.88
Total Income 403.75 32.88
Profit / (Loss) Before Interest,
Depreciation & Tax (587.11) (4,321.25)
Interest 311.94 2.45
Depreciation 194.85 322.92
Profit / (Loss) Before Tax (307.71) (4,644.17)
Exceptional Income/Prior Period
Adjustment - 4,791.16
Profit / (Loss) After Tax (307.71) 146.98
PERFORMANCE REVIEW:
During the year under review, the performance of the Company was
totally affected on-account of continued illegal strike by workmen
since December, 2008. However, during the year, the Company incurred a
loss of Rs. 307.71 lacs as compared to the profit of Rs.146.98 in the
previous year, which was due to exceptional income.
DIVIDEND:
Your Directors have not recommended any dividend for payment on the
paid-up share capital for the financial year ended 31st March, 2014,
due to the loss incurred in the current year.
FUTURE PROSPECTS:
During the year under review the Company entered into a settlement with
all the workmen and paid the entire dues. The management is taking all
necessary steps to re-start the production and also pursuing an action
plan to implement and strengthen the financial support to take the
Company forward.
The Hon''ble Board for Industrial Financing and Reconstruction (BIFR)
vide its Order dated 24th June, 2013, for reviving the Company, has
approved the de-rating of the Equity Share Capital of the Company by
75% and has permitted preferential allotment of Equity Shares of the
Company to the extent of Rs.14.00 Crores.
RE-ORGANIZATION OF SHARE CAPITAL STRUCTURE:
Based on the Order issued by the Hon''ble BIFR dated 24th June, 201 3,
the Board of Directors at their meeting held on 14th August, 201 3,
reduced the Share capital by 75% and consolidated the Face Value to
Rs.10/-. The share capital post reduction and consolidation stood at
Rs.2,46,59,640/-. Further the Board of Directors at their meeting held
on 20th December, 201 3 allotted 1,39,87,325 Equity Shares on
Preferential basis in terms of the BIFR Order. The Issued, Subscribed
and Paid-up share Capital of the Company stood at Rs.16,45,32,890/-.
MANAGEMENT DISCUSSION & ANALYSIS:
A detailed Management Discussion & Analysis is annexed and forms part
of this Annual Report.
CORPORATE GOVERNANCE:
Report on Corporate Governance forms an integral part of this Annual
Report. The Auditors'' certificate certifying compliance with the
conditions of Corporate Governance under Clause 49 of the listing
agreement is also annexed to this report.
FIXED DEPOSITS:
The Company has not accepted any deposit within the meaning of the
provisions of Section 58A of Companies Act, 1956 and the Companies
(Acceptance of Deposits) Rules, 1975, as amended.
DIRECTORS:
In accordance with the provisions of Companies Act, 2013, Mr. P. M.
Rao, Director of the Company is liable to retire by rotation at the
ensuing Annual General Meeting and has offered himself, for
re-appointment. Your Directors recommend his re-appointment.
Further, your Board of Directors is seeking the appointment of all the
existing Independent Directors, viz. Mr. Prakash Radahavalabh Bhargava
and Mr. Shyam Raghunath Karmarkar, as Independent Directors of the
Company in terms of Section 149 of the Companies Act, 201 3, for a
period of (5) Five years with effect from 01st April, 2014 up to 31st
March, 2019, with their period of office not liable to be determined by
retirement of Directors by rotation.
The Company has received notices from members under Section 160 of the
Companies Act, 2013 along with required deposits proposing the
appointment of Mr. Prakash Radahavalabh Bhargava and Mr. Shyam
Raghunath Karmarkar, as Independent Directors of the Company at this
Annual General Meeting.
The Company has also received the requisite disclosures/declarations
from said directors as required under Section 149 and other applicable
provisions of the Companies Act, 2013 and rules made thereunder.
Appropriate resolution seeking your approval for the appointment of Mr.
Prakash Radahavalabh Bhargava and Mr. Shyam Raghunath Karmarkar as
Independent Directors of the Company, has already been included in the
notice of the Annual General Meeting. None of the Directors are related
to each other per se.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956 and on the basis of explanation and compliance certificate given
by the executives of the Company and subject to disclosures in the
annual accounts and also on the basis of discussion with the Statutory
Auditors'' of the Company from time to time, your Directors confirm
that:
i. in preparation of the Annual Accounts, the applicable Accounting
Standards had been followed along with proper explanation relating to
material departures, if any;
ii. 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 Loss of the
Company for the year ended 31st March, 2014;
iii. the Directors have taken proper and sufficient care for the
maintenance 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; and
iv. the Directors have prepared the Annual Accounts for the period
ended on 31st March, 2014 on a going concern basis.
AUDITORS'' REPORT:
The observations/qualification made in the Auditors'' Report are
suitably replied and explained in the addendum to the Directors''
Report.
AUDITORS:
M/s. S. M. Kapoor & Co., Chartered Accountants, Mumbai, who are the
Statutory Auditors of the Company are liable to retire at the
conclusion of ensuing Annual General Meeting and are eligible for
re-appointment. The Board of Directors at their Meeting held on May 30,
2014, on the recommendation of the Audit Committee, proposed to
re-appoint M/s. S. M. Kapoor & Co., as the Statutory Auditors of the
Company to hold office from the conclusion of this Annual General
Meeting till the conclusion of the 47th Annual General Meeting (i.e.,
for a term of 3 years) of the Company. As required under provisions of
Section 139 of the Companies Act, 2013, the Company has received a
certificate from the Auditors to the effect that their re-appointment,
if made, would be in conformity with the limits specified under the
provisions of the Act.
WHOLE-TIME KEY MANAGERIAL PERSONNEL (KMP)
In accordance with the provision of Section 203 of the Companies Act,
201 3 every Listed Company is required to have certain officers of the
Company as Whole-time Key Managerial Personnel. Your Board of Directors
has taken note of the existing office of Mr. P. M. Rao, Managing
Director, as a Whole-time KMP of the Company. The Company is in the
process of appointing a whole-time Company Secretary and Chef-Financial
Officer and identifying their offices as Whole-time KMPs of the
Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Pursuant to Section 21 7(1 )(e) of the Companies Act, 1 956 read with
Companies (Disclosure of Particulars in the Report of the Board of
Directors) Rules, 1988, information on conservation of energy,
technology absorption, foreign exchange earnings and out-go is given as
Annexure to this report.
STAKEHOLDERS'' RELATIONSHIP COMMITTEE
Your Company re-aligned its existing ''shareholders/Investors Grievances
Committee'' as ''Stakeholders'' Relationship Committee'', with an enhanced
scope and functioning. The Stakeholders Relationship Committee
comprises of Mr. S.R. Karmarkar as Chairman of the Committee and Mr.
P.M. Rao and Mr. P.R. Bhargava as Members of the Committee.
PARTICULARS OF EMPLOYEES:
None of the Employees were in receipt of the remuneration in excess of
the ceiling as prescribed in the Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
as amended.
ACKNOWLEDGMENT:
Your Directors would like to express their sincere appreciation to the
Company''s valued investors, Banks, Central and State Governments and
all other statutory authorities for their continued Co-operation and
support.
Your Directors also take this opportunity to acknowledge the dedicated
efforts made by workers, staff, and officers at all level for their
hard work, dedication and commitment.
For and on behalf of the Board of Directors
Place: Mumbai P. M. Rao
Date: 14th August, 2014 Chairman and Managing Director
DIN: 00197973
Mar 31, 2011
The Members
VENTURA TEXTILES LIMITED
The Directors present herewith the 41st Annual Report together with
the Audited Accounts for the Financial Year ended 31st March, 2011. The
summarized performance during the year is as under:
FINANCIAL RESULTS: (Rs. In Lacs)
PARTIULARS I 31st March, 2011 31st March, 2010
Sales - 58.43
Other Income 1.29 22.74
Total Income 1.29 81.17
Total
Expenditure 71 173.93
Profit / (Loss) Before Interest, (70.69) (92.76)
Depreciation & Tax
Interest 0.11 1.39
Depreciation 336.68 337.80
Profit / (Loss") Before Tax (407.48) (431.95)
Profit / (Loss) After Tax (407.48) (431.95)
Exceptional Income/Prior Period - 153.22
Adjustment
Net Profit / (Loss) (407.48) (278.73)
Adjustment in Balance Brought]
Forward from previous year (1595.50) (1316.77)
"Balance Carried to Balance Sheet (2002.98) (1595.50)
PERFORMANCE REVIEW:
During the year under review, the performance of the Company was
totally affected on-account of continued illegal strike by workmen
since December, 2008.
Due to this setback, during the period under review, there was no sales
achieved compared to Rs.58.43 lacs in the previous year and incurred a
loss of Rs.407.48 lacs, as against a loss of Rs. 278.73 lacs in the
previous year.
DIVIDEND:
Your Directors have not recommended any dividend for payment on the
paid-up share capital for the financial year ended 31st March, 201 1,
due to the loss incurred in the current year.
FUTURE PROSPECTS:
Your Directors are taking all necessary steps to resolve the ongoing
illegal strike by the workmen and restart the operations soon. The
management is also pursuing an action plan to implement and strengthen
the financial support to take the Company forward.
MANAGEMENT DISCUSSION & ANALYSIS
A detailed Management Discussion & Analysis is annexed and forms part
of this Annual Report.
CORPORATE GOVERNANCE:
Report on Corporate Governance forms an integral part of this Annual
Report. The Auditors' certificate certifying compliance with the
conditions of Corporate Governance under clause 49 of the listing
agreement is also annexed to this report.
FIXED DEPOSITS:
The Company has not accepted any deposit within the meaning of the
provisions of Section 58A of Companies Act, 1956 and the Companies
(Acceptance of Deposits) Rules, 1975.
DIRECTORS:
In accordance with the provisions of Companies Act, 1956, Mr. Prakash
Bhargava, Director of the Company is liable to retire by rotation at
the ensuing Annual General Meeting and has offered himself, for
re-appointment. Your Directors recommend his re-appointment.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirements of Section 21 7(2AA) of the Companies Act,
1 956 and on the basis of explanation and compliance certificate given
by the executives of the Company and subject to disclosures in the
annual accounts and also on the basis of discussion with the Statutory
Auditors' of the Company from time to time, your Directors confirm
that:
i. in preparation of the Annual Accounts, the applicable Accounting
Standards had been followed along with proper explanation relating to
material departures, if any;
ii. 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 loss of the
Company for the year ended 31st March, 201 1;
iii. the Directors have taken proper and sufficient care for the
maintenance 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; and
iv. the Directors have prepared the Annual Accounts for the period
ended on 31 st March, 201 1 on a going concern basis.
AUDITORS' REPORT :
The observations/qualification made in the Auditors' Report are
suitably replied and explained in the addendum to the Directors'
Report.
AUDITORS :
M/s. S. M. Kapoor & Co., Chartered Accountants, Mumbai, the Statutory
Auditors' of the Company will retire at ensuing Annual General Meeting
and being eligible, offer themselves for re-appointment. The Company
has received a certificate from the Auditors', under Section 224 (IB)
of the Companies Act, 1956, to the effect that their re- appointment,
if made, will be within the statutory limits.
COST AUDITORS :
In view of stoppage of manufacturing operations due to labour strike
during the year, the company sought exemption vide letter dated 29lh
November 2010 addressed to the Ministry of Corporate Affairs,
Government of India, New Delhi from the applicability of maintenance of
cost records and cost audit.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Pursuant to Section 2l7(1)(e) of the Companies Act, 1956 read with
Companies (Disclosure of Particulars in the Report of the Board of
Directors) Rules, 1988, information on conservation of energy,
technology absorption, foreign exchange earnings and out-go is given as
Annexure to this report.
PARTICULARS OF EMPLOYEES:
None of the Employees were in receipt of the remuneration in excess of
the ceiling as prescribed in the Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
as amended by the Companies Amendment Act, 1988.
ACKNOWLEDGMENT:
Your Directors would like to express their sincere appreciation to the
Company's valued investors, Banks, Central and State Governments and
all other statutory authorities for their continued Co-operation and
support.
Your Directors also take this opportunity to acknowledge the dedicated
efforts made by workers, staff, and officers at all level for their
hard work, dedication and commitment.
For and on behalf of the Board of Directors
P M. Rao
Chairman and Managing Director
Place: Mumbai
Date: 10th August, 2011
Mar 31, 2010
The Directors take pleasure in presenting the 40,h Annual Report
together with the Audited Accounts for the Financial Year ended 31st
March, 2010. The summarized performance during the year is as under:
FINANCIAL RESULTS : (Rs. In Lacs)
PARTIULARS 31th March,2010 31st March,2009
Sales 58.43 1704.13
Other Income 22.74 97.50
Total Income 81.17 1801.63
Total Expenditure 173.93 1960.82
Profit / (Loss) Before Interest,
Depreciation & Tax (92.76) (159.19)
Interest 1.39 575.88
Depreciation 337.80 338.92
Profit / (Loss) Before Tax (431.95) (1073.99)
Fringe Benefit Tax - 1.80
Profit / (Loss) After Tax (431.95) (1075.79)
Exceptional Income/Prior Period Adjustment 153.22 -
Net Profit / (Loss) (278.73) (1075.79)
Adjustment in Balance Brought
Forward from previous year (1316.77) (240.98)
Balance Carried to Balance Sheet (1595.50) (1316.77)
PERFORMANCE REVIEW :
During the year under review, the performance of the Company was badly
affected on-account of continued illegal strike by workmen since
December, 2008.
Due to this setback, the Company achieved sales of Rs.58.43 lacs as
compared to Rs.1704.13 lacs in the previous year and incurred a loss of
Rs.278.73 lacs, as against a loss of Rs. 1,075.79 lacs in the previous
year.
DIVIDEND :
Your Directors have not recommended any dividend for payment on the
paid-up share capital for the financial year ended 31st March, 2010,
due to the loss incurred in the current year.
FUTURE PROSPECTS :
The revival of major economies like US & European Union play a
significant role for the future of Indian Textile Industry, accounting
for a major export market for Bed Linen and Home Textiles. Your company
is making all attempts to explore the domestic market including hotels
and hospitals.
Looking forward to the growing opportunity, your Directors will take
all necessary steps to resolve the ongoing illegal strike by the
workmen and stabilize the operations soon. The management is also
pursuing an action plan to implement and strengthen the financial
support to take the Company forward.
MANAGEMENT DISCUSSION & ANALYSIS :
A detailed Management Discussion & Analysis is annexed and forms part
of this Annual Report.
- CORPORATE GOVERNANCE :
Report on Corporate Governance forms an integral part of this Annual
Report. The Auditors certificate certifying compliance with the
conditions of Corporate Governance under clause 49 of the listing
agreement is also annexed to this report.
FIXED DEPOSITS :
The Company has not accepted any deposit within the meaning of the
provisions of Section 58A of Companies Act, 1956 and the Companies
(Acceptance of Deposits) Rules, 1975.
DIRECTORS :
In accordance with the provisions of Companies Act, 1956, Mr. Abhijit
Rao, Director of the Company is liable to retire by rotation at the
ensuing Annual General Meeting and has offered himself, for
re-appointment. Your Directors recommend his re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT :
Pursuant to the requirements of Section 21 7(2AA) of the Companies Act,
1 956 and on the basis of explanation and compliance certificate given
by the executives of the Company and subject to disclosures in the
annual accounts and also on the basis of discussion with the Statutory
Auditors of the Company from time to time, your Directors confirm that
:
i. in preparation of the Annual Accounts, the applicable Accounting
Standards had been followed along with proper explanation relating to
material departures, if any;
ii. 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 loss of the
Company for the year ended 31 st March, 2010;
iii. the Directors have taken proper and sufficient care for the
maintenance 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; and
iv. the Directors have prepared the Annual Accounts for the period
ended on 31st March, 2010 on a going concern basis.
AUDITORS REPORT :
The observations/qualification made in the Auditors Report are
suitably replied and explained in the addendum to the Directors
Report.
AUDITORS :
M/s. S. M. Kapoor & Co., Chartered Accountants, Mumbai, the Statutory
Auditors of the Company will retire at ensuing Annual General Meeting
and being eligible, offer themselves for re-appointment. The Company
has received a certificate from the Auditors, under Section 224 (IB)
of the Companies Act, 1956, to the effect that their re-appointment, if
made, will be within the statutory limits.
COST AUDITORS :
In view of stoppage of manufacturing operations due to labour strike
during the year, the company is seeking exemption from the
applicability of maintenance of cost records and cost audit from the
Ministry of Corporate Affairs, Government of India, New Delhi.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO :
Pursuant to Section 217(1 )(e) of the Companies Act, 1956 read with
Companies (Disclosure of Particulars in the Report of the Board of
Directors) Rules, 1988, information on conservation of energy,
technology absorption, foreign exchange earnings and out-go is given as
Annexure to this report.
PARTICULARS OF EMPLOYEES :
None of the Employees was in receipt of the remuneration in excess of
the ceiling as prescribed in the Section 21 7(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
as amended by the Companies Amendment Act, 1988.
ACKNOWLEDGEMENT :
Your Directors would like to express their sincere appreciation to the
Companys valued investors, Banks, Central and State Governments and
all other statutory authorities for their continued co-operation and
support.
Your Directors also take this opportunity to acknowledge the dedicated
efforts made by workers, staff, and officers at all level for their
hard work, dedication and commitment.
For and on behalf of the Board of Directors
R M. Rao
Chairman and Managing Director
Place : Mumbai
Date : 14,th August, 2010