A Oneindia Venture
Click it and Unblock the Notifications
Directors Report of Anirit Ventures Ltd.
Mar 31, 2025
Your Directors are pleased to present the 32nd annual report of Anirit Ventures Limited (formerly Flora Textiles Limited) (''AVL'' or ''the Company'') along with its audited financial statements for the financial year ended 31st March, 2025, as compared to the previous financial year, is summarized below.
The Company''s financial performance, for the year ended 31st March, 2025 is summarised below:
|
(Rs. in Lakh) |
||
|
Particulars |
For the financial year ended |
|
|
31st March, 2025 |
31st March, 2024 |
|
|
Revenue from Operation |
9.63 |
45.73 |
|
Other Income |
0.39 |
605.39 |
|
Total Revenue from operation |
10.01 |
651.12 |
|
Gross Profit/(Loss) before Interest and Depreciation |
(57.24) |
620.92 |
|
Less: Interest |
21.46 |
8.80 |
|
Profit/(Loss) before Depreciation |
(78.69) |
612.12 |
|
Net Profit/loss for the Year |
(78.69) |
607.74 |
|
Income Tax for earlier years |
- |
- |
|
Profit / Loss for the year |
(78.69) |
607.74 |
The Standalone Financial Statements of the Company for the financial year ended 31st March, 2025, have been prepared in accordance with the Accounting Standards (AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.
The Board of Directors of your Company, not declared any Dividend for the current financial year due to loss incurred by the Company.
The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the financial year under review.
CHANGE IN THE NATURE OF THE BUSINESS:
During the year under review, there is change in nature of the business of the Company which are as follow:
During the financial year 2024 - 25, Anirit Ventures Limited (formerly Flora Textiles Limited), now a part of the Oilmax Group, undertook a significant transformation in the nature of its business. This strategic shift marks the Company''s repositioning from its textile operations to becoming a sustainability-driven enterprise focused on the emerging sectors such as of biomass-to-energy and innovation-led advanced materials.
This transition is aligned with the evolving energy landscape, India''s commitment to achieving Net Zero emissions by 2070, and the national vision of Atmanirbhar Bharat. The change reflects a deliberate move towards sectors with long-term growth potential and positive environmental impact.
The Company has identified biomass-to-energy as a core pillar of its green energy strategy. India''s current trajectory in this space presents a substantial opportunity. While the government''s SATAT initiative targets the commissioning of 5,000 Compressed Bio-Gas (CBG) plants, only a fraction has been operationalized to date.
Anirit Ventures aims to bridge this gap through integrated biomass projects from captive feedstock cultivation to CBG production, gasification and downstream hydrogen/ power pathways leveraging group synergies and technology partnerships.
REVIEW OF OPERATIONS / STATE OF AFFAIRS OF THE COMPANY:
During the year under review a majority stake in equity shares of the Company was acquired by Oilmax Energy Private Limited (âOilmaxâ) On 27th September, 2024 through Takeover process under SEBI Regulations by entering into a Share Purchase Agreement (âSPAâ) with promoters of the Company. Pursuant to the acquisition following changes were made:
1. The Object of the Company was changed pursuant to a Special Resolution passed via postal ballot on 15th December, 2024.
The new objects of the Company mainly include the following:
Company plans to enter into various sectors, including promoting development of agricultural and non-agricultural ventures, Agritourism, agricultural infrastructure, Agri-biogas, Agri-waste handling, technology, and innovation. Our Company also intends to operate into green technology field related to carbon capture and reduction. The Company is exploring development of green technologies and undertake cutting-edge projects to deploy and implement its R&D-driven innovations. which will not only focus on advanced technologies with strong potential, ultimately commercializing solutions for industry but also explore other related business-like supply chain, agro forestry and agro tourism.
2. Name of the Company was changed from âFlora Textiles Limitedâ to âAnirit Ventures Limitedâ with effect from 20th December, 2024 in order to align with the new objects of the Company. This change was formalized through a Special Resolution passed by way of Postal Ballot on 15th December, 2024 and approved by the Registrar of Companies via e-Form INC-24 on 20th December, 2024. Consequent amendments to the Memorandum and Articles of Association were duly effected in e-Form MGT-14.
3. Registered office of the Company was shifted from the âState of Tamil Naduâ to âState of Maharashtra''! The
shift was undertaken considering that Oilmax Energy Private Limited, the promoter of the Company, along with its associates and group companies, is based in the State of Maharashtra. The relocation was considered to be in the best interest of the Company, enabling more efficient and effective management, closer proximity to key stakeholders, better administrative convenience, and improved means to pursue the main objects of the Company, along with economies of scale.
The proposal was duly approved by the shareholders through a Special Resolution passed via Postal Ballot on 15th December 2024. Subsequently, the Regional Director (Southern Region), Ministry of Corporate Affairs,
approved the application for change of Registered Office under Section 12(5) of the Companies Act, 2013, and Rule 28 of the Companies (Incorporation) Rules, 2014, via e-Form INC-23. The Company also filed e-Form INC-22 with the Registrar of Companies, Mumbai, Maharashtra, to record the change in the registered office address.
4. The Company has filed an application on 29th March, 2025 with BSE Limited (Bombay Stock Exchange) seeking in-principle approval for the Draft Letter of Offer in connection with a proposed rights issue of equity shares for an amount upto ''40 Crores.
DETAILS OF HOLDING, SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:
Your Company is a subsidiary of Oilmax Energy Private Limited (âOEPLâ). OEPL is a Private Limited Company incorporated in India.
As on 31st March, 2025, Company doesn''t have any Subsidiary & Joint Venture and Associate Companies at the end of the year.
The Company has neither invited nor accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (âthe Actâ) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable. The Company has never accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public, was outstanding or unpaid as on the date of the balance sheet.
PARTICULARS OF LOANS AND GUARANTEES GIVEN, SECURITIES PROVIDED, AND INVESTMENTS MADE UNDER SECTION 186 OF THE ACT:
There have been no loans, guarantees or investments made by the Company or security given by the Company in connection with any loan in accordance with the provisions of Section 186 of the Act during the year under review.
PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
Your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arm''s length as part of its philosophy of adhering to highest ethical standards, transparency, and accountability. In line with the provisions of the Act and SEBI LODR.
All the related party transactions are placed before the audit committee as well as the Board for approval.
All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of Company''s business. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in form AOC-2 is applicable to the company and enclosed to this report as âAnnexure A".
Related party transactions under Accounting Standard - AS-18 are disclosed in the notes to the financial statements.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review a majority stake in equity shares of the Company was acquired by Oilmax Energy Private Limited (âOilmaxâ) On 27th September, 2024. The Company changes its object pursuant to the acquisition and it is yet to commence its operation and hence no Initiative has been taken by the Company pertaining to conservation of energy and technology absorption as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014.
The details of foreign exchange earnings and outgo are as follows:
Foreign Exchange Earnings and outgo-
(i) Foreign exchange earnings in terms of actual inflows were Nil.
(ii) Foreign exchange outgo in terms of actual outflows was Nil during the year.
Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of Companies Act, 2013, the Company has placed a copy of the annual return as at 31st March, 2025 on its website at https://aniritventures.com .
DIRECTORSâ RESPONSIBILITY STATEMENT:
To the best of their knowledge and information and based on the information and explanations provided to them by the Company, your Directors make the following statement in terms of section 134(5) of the Act:
a. that in preparation of the annual accounts for the year ended 31st March, 2025, the applicable accounting standards have been followed and there are no material departures from the same;
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 31st March, 2025 and of the profit of the Company for that period;
c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the 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 for the financial year ended 31st March, 2025 on a going concern basis;
e. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;
During the year under review following changes took place in the Composition of Board of Directors of the Company pursuant to acquisition of Company''s majority stake by Oilmax Energy Private Limited:
On the recommendation of Nomination & Remuneration Committee, the Board of Directors after considering expertise, experience and integrity of the proposed appointees, accorded its approval for the appointment of the following Directors:
a. Mr. Rohit Agarwal (DIN: 01780752) appointed as Additional Director, designated as Non- Executive Non-Independent Director of the Company w.e.f 15th October, 2024, and his appointment as Director was regularised by way of postal ballot on 15th December, 2024.
b. Ms. Neha Thakkar (DIN: 10810103) appointed as Additional Women Director, designated as Executive Non-Independent Director of the Company w.e.f 15th October, 2024, and her appointment as Director was regularised by way of postal ballot on 15th December, 2024.
c. Dr. Suvir Singh (DIN: 10810873) appointed as Additional Independent Director of the Company, w.e.f 15th October, 2024, and his appointment as Independent Director was regularised by way of postal ballot on 15th December, 2024.
d. Mr. Ashutosh Biyani (DIN: 07349560) appointed as Additional Independent Director of the Company, w.e.f 15th October, 2024, and his appointment as Independent Directors was regularised by way of postal ballot on 15th December, 2024.
a. Ms. Payal Bafna (DIN: 09075302), Mr. Rahul Maheshwari (DIN: 07084721), Mr. Ravindrakumar Hemchand Gupta (DIN: 08270656), and Mr. Ravindra Kumar (DIN: 01470047) resigned as Director of the Company, with effect from 16th October, 2024. The Board placed on record its sincere appreciation for the stellar contributions made by them during their tenure.
3. Re-appointment of Directors retiring by rotation:
In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation.
In accordance with the provisions of Section 152 and other applicable provisions, if any of the Act, Mr. Rohit Agarwal (DIN: 01780752), Non-Executive Director is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. Based on the performance evaluation and recommendation of the Nomination and Remuneration Committee, the Board commends re-appointment of Mr. Rohit Agarwal, for approval of the Members at the ensuing AGM.
Brief resume, nature of expertise, details of directorship(s) held in other companies of Mr. Rohit Agarwal, along with their respective shareholding in the Company as required under Secretarial Standard-2 and are outlined in the Notice of the ensuing AGM.
Declaration by Independent Directors:
The Company has received necessary declaration from all Independent Directors of the Company confirming that they meet the criteria of independence laid down in Section 149(6) of the Act read with Schedule IV and Rules issued thereunder and Regulation 16(1)(b) and Regulation 25(8) of SEBI LODR. There has been no change in the circumstances, which may affect their status as independent director during the year. Further, they have complied with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.
In the opinion of the Board, the Independent Directors possess the requisite experience, knowledge and capabilities and expertise in the areas of Finance, Law, information Technology, Human Resources, Risk Management, Business Management and Banking and possesses appropriate skills expertise and competencies required at the Board and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.
The Company is guided by the Code of Conduct in taking decisions, conducting business with a firm commitment towards values, while meeting stakeholders'' expectations. This is aimed at enhancing the organization''s brand and reputation. It is imperative that the affairs of the Company are managed in a fair and transparent manner. Further, all the Directors have confirmed adherence to the Company''s ''Code of Conduct!
The Company recognizes and embraces the importance of diversity to leverage the thought, perspective, knowledge, skill, experience, culture, gender, industry experience and cultural and geographical background. As per the requirement of Section 149(1) read with Rule 3 of (Appointment & Qualifications of Directors) Rules, 2014, the Company has a Woman Director (Independent Director) on its Board.
KEY MANAGERIAL PERSONNEL (KMP):
During the year under review following changes took place in the positions of Key Managerial Personnel of the Company.
Mr. Hemant Kumar Gupta, Chief Financial Officer and a Key Managerial Personnel of the Company tendered his resignation w.e.f. 29th October, 2024, Whereas, on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Ms. Neha Thakkar as Chief Financial Officer and Whole-Time Director w.e.f., 29th October, 2024.
Ms. Nidhi Gupta (DIN: 01825531), resigned from the position of Managing Director of the Company w.e.f., 29th October, 2024.
Ms. Kirtishree Agarwal, Company Secretary (KMPs u/s 203 of the Act) tendered resignation w.e.f. 29th October, 2024. Whereas, on the recommendation of Nomination and Remuneration Committee, the Board of Directors appointed Ms. Visha Jain as a Company Secretary of the Company w.e.f., 29th October, 2024.
Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Sadhan Kumar Banerjee as a Chief Executive Officer and a Key Managerial Personnel of the Company w.e.f. 11th February, 2025.
The Board of directors have carried out an annual evaluation of its own performance, Board committees, and individual directors pursuant to the provisions of the Act.
The performance of the Board was evaluated by the Board, after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of Board processes, information and functioning, etc. as
provided by the guidance note on Board evaluation issued by the Securities and Exchange Board of India (''SEBI'') on January 5, 2017
The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
In a separate meeting of independent directors, performance of non-independent directors and the Board as a whole and Chairman of the company was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the Board meeting that followed the meeting of the independent directors, at which the performance of the Board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.
DISCLOSURE RELATED TO MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES:a. BOARD MEETINGS:
The Board of Directors of the Company met 5 (five) times during the Financial year ended 31st March, 2025.
i.e. on 30th April, 2024, 28th May, 2024, 11th August, 2024, 29th October, 2024, and 11th February, 2025 to deliberate on various matters.
The Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.
The Company has complied with the applicable Secretarial Standards in respect of all the above Board meetings.
The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the
Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises of:
1. Dr. Suvir Singh (DIN: 10810873) (Independent Director)- Chairperson
2. Mr. Ashutosh Biyani (DIN: 07349560) (Independent Director) - Member
3. Mr. Rohit Agarwal (DIN: 01780752) (Non-Executive Director) - Member.
The Audit Committee met 4(Four) times during the financial year ended 31st March 2025. i.e. on 28th May, 2024, 11th August, 2024, 29th October, 2024 and 11th February, 2025 to deliberate on various matters.
c. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.
The composition of the committee is as under:
1. Dr. Suvir Singh (DIN: 10810873) (Independent Director)- Chairperson
2. Mr. Ashutosh Biyani (DIN: 07349560) (Independent Director) - Member
3. Mr. Rohit Agarwal (DIN: 01780752) (Non-Executive Director) - Member.
The Nomination & Remuneration Committee met 2 (Two) times during the financial year ended 31st March 2025 i.e on 29th October, 2024 and 11th February, 2025.
The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.
d. STAKEHOLDERS RELATIONSHIP COMMITTEE:
During the year under review, pursuant to Section 178 of the Companies Act, 2013, the Board of Directors of the Company has constituted the Stakeholder''s Relationship Committee,
The composition of the committee is as under:
1. Mr. Rohit Agarwal (DIN: 01780752) (Non-Executive Director) - Chairperson
2. Dr. Suvir Singh (DIN: 10810873) (Independent Director)- Member
3. Mr. Ashutosh Biyani (DIN: 07349560) (Independent Director) - Member
The Stakeholders'' Relationship Committee met 1 (One) times during the financial year ended 31st March 2025 i.e on 13th February, 2025.
MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:
Subsequent to the end of the financial year and up to the date of this Report, the Calcutta Stock Exchange has, vide its letter dated 5th June 2025, revoked the suspension of trading in the securities of the Company, with effect from 12th June 2025. The resumption of trading is expected to enhance the liquidity of the Company''s shares and improve shareholder value.
Also company has received approval letter for Reclassification of Promoter under Regulation 31A (10) of SEBI (LODR) Regulations, 2015 from Bombay Stock Exchange (BSE) on 19th June, 2025.
These developments are considered significant and are expected to have a positive impact on the financial and operational flexibility of the Company.
Other than the developments stated above, there have been no material changes or commitments affecting the financial
position of the Company between the end of the financial year and the date of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
In terms of the provisions of Regulation 34 of the SEBI LODR, the management Discussion and analysis has been given separately and forms part of this report.
The Board of Directors is entrusted with various key functions including framing, implementing and monitoring the risk management plan for the Company; ensuring the integrity of the Company accounting and financial reporting systems, appropriate systems of control commensurate with the size & pursuant to the nature of business of Company are in place, in particular, systems for risk management, financial and operational control, and compliance with the laws and relevant standards.
Risk is assessed and mitigated by the Risk Management procedure involving identification and prioritization of risk events; categorization of risks into high, medium and low based on the business impact and likelihood of occurrence of risks, risk mitigation & control and update risk identification and prioritization.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.
CORPORATE SOCIAL RESPONSIBILITY (''CSR''):
As the Company does not fall within the criteria specified under section 135 of the Act therefore the provisions of corporate social responsibility are not applicable to the Company.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:
Your company was not required to constitute Internal Complaints Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as there are less than 10 employees in the company.
COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961:
Your company was not required to comply with the Maternity Benefit Act, 1961 as there are less than 10 employees in the company.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
We have embodied the mechanism in the code of conduct of the Company for employees to report concerns about unethical behaviour, actual or suspected fraud or violation of our code of conduct. This mechanism also provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the chairman of the audit committee in exceptional cases and no personnel have been denied access to the audit committee. The Board and audit committee are informed periodically on the cases reported, if any, and the status of resolution of such cases.
During the FY 2024-25, no instance was reported under the vigil mechanism. Furthermore, in accordance with Clause 6 of Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations, your Company ensures that employees are well-informed about the Whistle Blower Policy to report any instances of leakage of unpublished price-sensitive information.
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders have been passed by the regulators or courts or tribunals which would impact the going concern status of the Company and its future operations.
PARTICULARS OF EMPLOYEES AND REMUNERATION:
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1), Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The information required under section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure ''B'' forming part of the Report.
Details of employee remuneration as required under provisions of section 197 of the Act and the Rule 5(2) and 5(3) of the aforesaid Rules are provided in the Annexure forming part of the Report. In terms of the proviso to section 136 (1) of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. The said annexure is also available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company.
Any Member interested in obtaining a copy of the same may write to the Company Secretary at secretarial@aniritventures. com. None of the employees listed in the said Annexure are related to any Director of the Company.
AUDITORS AND AUDITORS'' REPORT:(1) Statutory Auditors:
During the year under review, there was a change in the Statutory Auditors of the Company in accordance with the provisions of the Companies Act, 2013.
M/s TV Subramanian & Associates, Chartered Accountants (ICAI Firm Registration No. 007433S) resigned as the Statutory Auditors of the Company with effect from 29th October, 2024 due to change in the promoters and the management of the company and also as the Company proposes to shift its Registered Office and the Business in the State of Maharashtra as per the provisions of Section 139 and other applicable provisions of the Companies Act, 2013.
Consequently, the Board of Directors, based on the recommendation of the Audit Committee, appointed M/s SGCO & Co. LLP, Chartered Accountants, Firm Registration No:112081W/W100184, as the Statutory Auditors of the Company to fill the casual vacancy, subject to approval of shareholders. The appointment was subsequently approved by the members of the Company by way of Postal Ballot passed on 15th December, 2024 and the New Statutory auditor of the Company is appointed for a period of five years commencing from the conclusion of this Annual General Meeting and will hold office till the conclusion of 37th Annual General Meeting to be held in the year 2030.
The Statutory Auditors have issued an Audit Report with unmodified opinion on Standalone Results for the period ended 31st March, 2025:
Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of directors of the Company had appointed Mr. Dipesh Gosar of Dipesh Gosar & Co., Practicing Company Secretaries to undertake the secretarial audit of the Company for the year ended 31st March, 2025.
Secretarial Audit Report issued by Mr. Dipesh Gosar of Dipesh Gosar & Co Practising Company Secretaries in Form MR-3 for the financial year 2024-25 forms part to this report. The secretarial audit Report is annexed as Annexure ''C''
Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the auditors / secretarial auditor in their reports:
The replies to the comments of Secretarial Auditors in his reports are as follow:
|
Observations |
Reply |
|
In terms of Regulation 74(5) of the SEBI (Depositories and Participants) Regulations, 2018, the Company was required to file quarterly certificates within 15 days of the end of each quarter. However, the Company delayed the submission of certificates for the quarters ended March 31, 2024; June 30, 2024; and September 30, 2024, by 14 days, 2 days, and 3 days, respectively |
The aforementioned delays in filing the requisite certificates under Regulation 74(5) of the SEBI (Depositories and Participants) Regulations, 2018, were unintentional and occurred due to internal administrative oversight and transitional challenges faced by the Company in aligning the compliance schedule with other concurrent statutory obligations during the relevant periods. It is submitted that the delays |
|
Observations |
Reply |
|
were not deliberate or wilful, and there was no mala fide intent on the part of the Company. Further, the said delays did not result in any adverse consequences for the stakeholders or impact the operations of the depository system. The Company reaffirms its commitment to uphold the highest standards of corporate governance and regulatory compliance at all times. |
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of section 148 of the Act are not applicable for the business activities carried out by the Company.
The Board, in its meeting held on 11th February, 2025 appointed M/s. Vivek Vatsala & Associates, Chartered Accountants as the Internal Auditor, with immediate effect, to undertake the internal audit of the Company for FY 2024-25.
M/s. Vivek Vatsala & Associates, Chartered Accountants conducted the internal audit during the year, and the scope, frequency, and methodology were reviewed and approved by the Audit Committee. Any significant observations were acted upon by management. No material issues were identified during the period under review.
Reporting of frauds by auditors:
During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by
its officers or employees, the details of which would need to be mentioned in the Board''s report.
As on 31st March, 2025, the paid-up equity share capital of the Company stood at '' 6,00,00,000 (Rupees Six Crores only), divided into 60,00,000 equity shares of '' 10/- each.
During the year under review, the authorised share capital of the Company was increased from '' 10,80,00,000 (Rupees Ten Crores Eighty Lakhs only), divided into 1,08,00,000 equity shares of '' 10/-each, to '' 20,00,00,000 (Rupees Twenty Crores only), divided into 2,00,00,000 equity shares of '' 10/- each, pursuant to the approval of shareholders by way of postal ballot passed on 15th December, 2024.
EMPLOYEESâ STOCK OPTION PLAN:
Your Company has instituted employee''s stock options plans to motivate and reward employees. The Nomination and Remuneration Committee administers these plans. The stock option plans are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time. (''Employee Benefits Regulations'').
The members by way of postal ballot passed on 6th April, 2025 had approved the Anirit Ventures Limited - Employee Stock Option Plan - 2025 ("AVL ESOP 2025") authorising grant of not exceeding 6,00,000 (Six Lakh) options to the eligible employees under each plan.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has complied with all the applicable provisions of secretarial standards - 1 and secretarial standards - 2 relating to ''Meetings of the Board of Directors'' and ''General Meetings,'' respectively issued by the Institute of Company Secretaries of India. (''ICSI'').
Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of
regulation 46 and para C , D and E of Schedule V shall not apply, in respect of listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty-five crore, as on the last day of the previous financial year.
Since, our Company falls in the ambit of aforesaid exemption compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2024-25.
Your directors state that disclosure or reporting is not required in respect of the following items as there were no transactions relating to these items during the year under review:
a) issue of equity shares with differential rights as to dividend, voting or otherwise.
b) The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
c) details relating to deposits covered under chapter V of the Act.
d) voting rights which are not directly exercised by the employees in respect of shares for the subscription / purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act).
e) the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.
f) the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof.
g) no amounts were required to be transferred to the Investor Education and Protection Fund by the Company.
The Board places on record its deep appreciation for the continued support received from various clients, vendors, suppliers and technical partners, bankers, government authorities, employees at all levels and stakeholders, in furthering the interest of the Company.
Mar 31, 2024
Your Directors have pleasure in presenting to you the 31st annual report together with audited balance sheet, profit and loss account and cash flow statement of the Company, for the year ended 31st March 2024.
Company Performance:
|
Particulars |
31.03.2024 |
31.03.2023 |
|
Revenue from Operation |
45.73 |
41.64 |
|
Other Income |
605.39 |
1.19 |
|
Total revenue from operation |
651.12 |
42.83 |
|
Gross Profit/(loss)before interest and Depreciation |
620.92 |
0.94 |
|
Less: Interest |
8.80 |
63.35 |
|
Profit before Depreciation |
612.12 |
(62.41) |
|
Less: Depreciation |
4.38 |
3.79 |
|
Net Profit/ loss for the Year |
607.74 |
(66.21) |
|
Income Tax for earlier years |
0.00 |
0.00 |
|
Profit / Loss for the year |
607.74 |
(66.21) |
|
Opening balance - Loss'' brought forward |
-1848.41 |
-1782.20 |
|
Closing Balance of Reserves A/c. |
^-^-1240.67 |
-1848.41 |
Review of Operations:
During the year the business had a revenue of Rs.651.12 Lakhs (PY: Rs. 42.83 Lakhs) which includes othernomeof Rs.605.39 Lakhs towards profit on sale of company''s land and building [PY: Rs. 1.19 Lakhs]. The profit after tax was at Rs. 607.74 Lakhs [PY loss of Rs. 66.21].
PERFORMANCE:
The board has given its consent on their meeting held on 30th April, 2024, for withdrawal of Scheme of Arrangement with the unsecured creditors approved at the directors meeting held on 18th Dec, 2020 and 30th June, 2021, due to non-feasibility of the scheme.
The promoters of the company have entered into share purchase agreement on 15th May, 2024 with OILMAX ENERGY PRIVATE LIMITED (CIN: U40101MH2008PTC185357) ["Acquirer"] to sell their entire holding of 33,31,800 fully paid-up equity shares of Rs. 10/- each, constituting 55.53% of the fully diluted voting share capital of the Company.
Dividend:
Due to the continuous loss, the board of directors are unable to declared any dividend for the year ended 31st March 2024.
Shares [As per the Companies (Share Capital and Debentures) R ules, 2014
a) Equity shares with differential rights: The Company has not issued any equity share with differential rights during the period under review.
b) Buy Back of Securities: The Company has not bought back any of its securities during the period under review.
c) Sweat Equity: The Company has not issued any Sweat Equity Shares during the period under review.
d) Bonus Shares: No Bonus Shares were issued during the period under review.
e) Employees Stock Option Plan: The Company has not provided any Stock Option Scheme to the employees.
Reserves:
During the financial year, the company has not transferred any amount to reserve account.
Transfer of unclaimed Divided to Investor Education 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 years.
Directors
Mr Ravinderkumargupta Hemchandgupta will retire by rotation at the ensuing Annual General Meeting under Section 152 of the Companies Act, 2013 and being eligible, he offers himself for reappointment.
Mrs Nidhi Gupta [DIN 01825531] was reappointed as the Managing Director of the Company for the
rd
period of five years with effect from 03 January, 2024 and the same was approved by the members on 11th March, 2024 by way of postal ballot.
Mr Indrachand Prajapathi [DIN 07655675], Independent Director cum Chairman relived from the board with effect from 30th January, 2024 since his tenure has ended on this day and the same has been noted at the board meeting held on 07th February, 2024.
The Board places on record its appreciation for the assistance and guidance provided by Mr Indrachand Prajapathi during his tenure as Independent Director of the Company.
The board proposed Mr Rahul Maheswari [DIN: 07084721] as an Independent Director cum Chairman of the Company for a period of 5 (five) years with effect from 07th February, 2024 and the same was approved by the members at the on 11th March, 2024 by way of postal ballot.
Consequent upon retirement of Mr Indrachand Prajapathi [DIN 07655675], Independent Director cum Chairman and the board has appointed Mr Rahul Maheswari [DIN: 07084721], Additional Director (Under Independent Category) cum Chairman. Accordingly the committees are reconstituted on 07th February, 2024.
Deposits
The Company has neither accepted nor renewed any deposits during the year under review.
Key managerial personnel:
Ms Nidhi Gupta, Managing Director, Mr Hemant Kumar Gupta, CFO and Ms Kirtishree Agarwal Company Secretary are the key managerial personal as per Section 203 of the Companies Act, 2013.
Particulars of loans, guarantees or investments made under section 186 of the Companies Act, 2013
There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.
Internal control system and their adequacy
The Company has an Internal Control System, Commensurate with its size, scale and complexity of its operations. Audit Committee reviews internal audit reports and oversees the internal control system of the Company.
Human resources
The HR strategy and initiatives of your Company are designed to effectively partner the business in the achievement of its ambitious growth plans and to build a strong leadership pipeline for the present and several years into the future.
Meetings
A Calendar of Meetings is prepared and circulated in advance to the Directors. The details of which are given in the Corporate Governance Report.
Details of Policy Developed and Implemented by the Company on its Corporate Social Responsibility Initiatives
The company is not been covered under Section 135 of the Companies Act, 2013. Hence this provision of Section 135 is not applicable.
Subsidiaries, Joint Ventures and Associate Companies
The Company does not have any Subsidiary, Joint venture or Associate Company during the year under review.
Declaration of Independent Directors
All the Independent Directors of the Company have furnished necessary declaration in terms of Section 149(6) of the Act affirming that they meet the criteria of independence as stipulated under the Act. In the opinion of the Board, all the Independent Directors fulfill the conditions specified in the Companies Act, 2013 and Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and are independent of the Management.
Details of Significant and material orders passed by the Regulators, Courts and T ribunals
No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company''s operations in future.
Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:
a) the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial period and of the profit and loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis;
e) That proper internal financial control was followed by the company and that such internal financial controls are adequate and were operating effectively; and
f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Policy on Appointment and Remuneration of Directors
Pursuant to Section 178(3) of the Companies Act, 2013 the Nomination and Remuneration Committee of the Board of the Company has formulated the criteria for Board nominations as well as policy on remuneration for Directors and employees of the Company
The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their Remuneration.
Nomination and Remuneration policy is guided by a common reward framework and set of principles and objectives as particularly envisaged under section 178 of the Companies Act 2013, inter alia principles pertaining to determining qualifications, positives attributes, integrity and independence etc.
Related party transactions
All related party transactions that were entered during the year under review were on an arm''s length basis and were in ordinary course of business. All related party transactions are placed before the Audit Committee for approval. During the year the company has related party
transaction which was approved by the members of the company. Further no materially significant related party transactions were made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. The disclosure in Form AOC-2 as per Companies Act, 2013 and Rule 8 of Companies (Account) Rules, 2014 is enclosed as Annexure-I
Annual performance evaluation
In line with the criteria evolved by the Nomination and Remuneration Committee, the performance of all Directors, Committees, Chairman etc., have been valuated pursuant to the provisions of the Act, Listing Agreement and SEBI (LODR) Regulations, 2015
As part of the performance evaluation process, an evaluation questionnaire based on the criteria as finalized in consultation with the Directors together with supporting documents was circulated to all the Board members in advance. The Directors evaluated themselves, the Chairman, other Board Members, the Board as well as functioning of the Committees viz., Audit, Nomination & Remuneration, Risk Management, Stakeholders Relationship Committees on the basis of well-defined evaluation parameters as set out in the questionnaire. The duly evaluated questionnaire was received back from the Chairman and all the other Directors.
The Board reviewed the process of evaluation of the Board of Directors and its Committees including Chairman and the Individual Directors. The independent directors of the Company have also duly convened a separate meeting during the year for this purpose.
Vigil mechanism/ whistle blower policy
Pursuant to the requirements of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a vigil mechanism (Whistle Blower Policy) for the employees and Directors as an avenue to voice concerns relating to unethical behavior actual or suspected fraud or violation of the Company''s code of conduct.
The Ombudsperson appointed by the Board deals with the complaints received and ensures appropriate action. The mechanism also provides adequate safeguards against victimization of persons using the mechanism and provides direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. No employee was denied access to the Audit Committee.
Particulars of employees
There are no employees drawing salaries in excess of the limit prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014.
Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo
The particulars required under Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 for the period ended on March 31st, 2024 are as under:
A. Conservation of Energy: The company has no activity rela ting to conservation of energy or technology absorption, since it''s a service organization. Hence Conservation of energy and technology absorption does not apply to this company. However, adequate measures for conservation have been taken to reduce energy consumption.
B. The Company has not absorbed any technology
C. There was no foreign exchange earnings
D. There was no foreign exchange outgo
Policy on sexual harassment:
Suitable policy has been made and implemented by the company to prevent sexual harassment at workplace. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees including contractual, permanent, temporary, trainees are covered under this policy. During the financial period ended 31st March, 2024, the Company has not received any complaints pertaining to sexual harassment.
Auditors
The Members appointed M/s TV Subramanian and Associates (FRN No. 007433S) as the Statutory Auditors of the Company for a period of 5 years from the conclusion of 29th AGM (2022) till the conclusion of 34th AGM (2027).
The Company has received confirmation from the firm regarding their consent and eligibility under sections 139 and 141 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for appointment as the Auditors of the Company.
Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of the 31st AGM.
Annual Return
Pursuant to section 92(3) read with section 134(3)(a) of the Companies Act, 2013 the Annual return as on 31 March 2024 is available on the company''s Website http://floratextiles.in/investors.html
Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the auditors / secretarial auditor in their reports
The auditors has given the qualified opinion about the going concern and the auditors has not given any reservations or adverse remarks in their report.
Boards'' reply: The company has sold its immovable properties and the company intends do to the commission agency and also it is informed that there is a change in management of the company as per the share purchase agreement executed on 15th May, 2024 with OILMAX ENERGY PRIVATE LIMITED.
Mr A C Saravan, Practicing Company Secretary was appointed to undertake the Secretarial Audit of the Company. The Report of Secretarial Audit is annexed herewith as Annexure II.
Reply To Qualification Given By The Secretarial Auditor:
|
Mr Ajit Kumar Gupta, promoter of the company has demised on 31.12.2013 and his shares are transmitted to his wife Mrs Indra Devi Gupta per final verdict issued by Principal Subordinate Judge, Coimbatore. But the acquirer has not intimated the same to the stock exchange within the time prescribed under the Regulation 10[6] of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. |
The board has taken the necessary steps to comply the same as the shares were transmitted as per final verdict issued by Principal Subordinate Judge, Coimbatore. |
|
The company has not maintained the functional website containing the information about the company and the company has not filed information required under Regulation 46 and 62 of SEBI (LODR) Regulations 2015 on BSE Listing Centre. |
The company is maintaining the website of www.floratextiles.in. The website crashed few times during the year and was successfully restored. |
|
The company has not maintained Structured Digital Database for Unpublished Price Sensitive Information [UPSI] Communication pursuant to Securities And Exchange Board Of India (Prohibition Of Insider Trading) (Amendment) Regulations, 2018. |
The board has taken the severe steps to comply the same. |
|
a. The company has not filed Form INC-22A [Active] and b. The company has not filed DIR-12 for regularization of appointment as directors of Mr Indarchand Prajapathi [DIN 07655675] and Mr R Hemchandgupta [DIN 08270656] in the AGM held on 23rd Sep, 2019, appointment of Ms Payal Bafna as an Independent director with effect from 29th April, 2023 and appointment of Mr Rahul Maheswari as an Independent director with effect from 07th Feb, 2024. |
The disabled DIN of Vilayati Ram Gupta was updated in the Master details in MCA website . Hence the company was unable to file form INC-22A and DIR-12. The company has filed form CRF with the Registrar for rectifying the above on 20th Feb, 2024 and the form was rejected on 8th April, 2024 for want of more information. The board has passed the resolution to authorize the company secretary to make a revised application before the Registrar on their meeting held on 30th April, 2024. |
|
The company has not paid the Annual Listing Fee and has not made any submission as required under SEBI (SAST) Regulation and other various compliances to the Calcutta Stock Exchange (CSE) from F.Y.1998-1999 till date. |
The Company has sent a letter to CSE seeking the details of all the non-compliances made under the above-mentioned regulations/act, so as to take a corrective measure. |
Corporate governance
Your Company is committed to maintaining the standards of Corporate Governance. A report on Corporate Governance, along with a certificate from the Statutory Auditors on compliance with Corporate Governance norms forms a part of this report.
The Corporate Governance Report of your company as on 31.3.2024 is enclosed for your perusal as
Material changes and commitments
There are no material changes and commitments in the business operations of the Company from the financial year ended 31st March, 2024 to the date of signing of the Director''s Report.
Acknowledgement
The Board wishes to place on record of their appreciation for the good work done by the employees, bankers and share holders of the company.
By Order of the Board RAHUL MAHESWARI
Date: 28.05.2024 Chairman
Place: Coimbatore [DIN 07084721]
Mar 31, 2015
Dear Members,
Your directors take pleasure in submitting to you their Twenty Second
Annual Report together with the Audited Balance Sheet of the Company as
at 31st March, 2015 and the Profit & Loss Account for the Year ended on
that date.
WORKING RESULTS :
The working results of the Company for the Year under review are
summarized and furnished below: - Rs. In lakhs
31.03.2015 31.03.2014
Sales and Other Receipts 212.90 491.96
Other Income 0.89 0.95
Total Receipts 213.79 492.91
Gross Profit/(loss)before interest and (59.79) (22.95)
Depreciation
Less : Interest 44.94 40.81
Profit before Depreciation (104.73) (63.76)
Less: Depreciation 4.48 6.23
Net Profit/ loss for the Year (109.21) (69.99)
Opening balance - Loss' brought forward (1524.84) (1454.84)
Total Loss taken to P& L Account (1634.05) (1524.84)
REVIEW OF OPERATIONS :
During the year under review, the overall sales and other income of the
Company was Rs.213.79 lakhs as against Rs.492.91 Lakhs in the last
year. Gross Profit / (loss) before interest and depreciation amounted
to Rs (59.79) lakhs (Previous Year Rs.(22.95) lakhs). The Net loss came
to Rs.109.21 lakhs (Previous Year Rs.(69.99) lakhs).
PROSPECTS :
As the textiles industry is slightly recovering and power position
becoming stable, there may be slight improvement in the performance of
the company in the current year.
The management is making all the possible efforts to bring better
results in the future.
DIRECTORS:
The board of Directors is duly constituted.
Mr Vilayati Ram Gupta retires by rotation at the ensuing Annual General
Meeting and is eligible for reappointment.
Ms C R Padma has resigned from the Board of Directors of the company on
19th May, 2015 and in her place Mr Kana Ram has appointed as an
Independent Director with effect from 30th May, 2015.
The Board wishes to place on record its appreciation of the good work
done by Ms C R Padma during hertenure with the Company.
None of your directors is disqualified under Section 164 of the Act.
All Independent Directors have given a declaration that they meet the
criteria of independence as laid down under section 149 (6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS / SECRETARIAL AUDITOR IN
THEIR REPORTS
There were no qualifications, reservations or adverse remarks made by
the Auditors in their report.
However, as a prudent measure your Company has obtained a secretarial
audit report as applicable to Listed Companies and as required under
section 204 (1) of the Companies Act, 2013.. Certain observations made
in the report with regard to non filing of some forms and compliance
with certain SEBI rules and guidelines should be viewed in the light of
the aforesaid SEBI and Companies Act 2013. However, the company would,
as in the past, ensure that all the applicable provisions are complied
to the fullest extent.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OFTHE COMPANIES ACT, 2013
There were no loans, guarantees or investments made by the Company
under Section 186 of the Companies Act, 2013 during the year under
review and hence the said provision is not applicable.
Key Managerial Personnel
Mr.Hemant Kumar Gupta, was appointed as Chief Financial Officer with
effect from 30th Sep, 2014. The remuneration and other particulars of
Mr. Hemant Kumar Gupta is included in extract of Annual Report in Form
MGT 9 annexed as Annexure A.
Internal Control System and their Adequacy
The Company has an Internal Control System, Commensurate with its size,
scale and complexity of its operations. Audit Committee reviews
internal audit reports and oversees the internal control system of the
Company.
Corporate Governance
Your Company is committed to maintaining high standards of Corporate
Governance. A report on Corporate Governance, along with a certificate
from the Statutory Auditors on compliance with Corporate Governance
norms forms a part of this report.
Human Resources
The HR strategy and initiatives of your Company are designed to
effectively partner the business in the achievement of its ambitious
growth plans and to build a strong leadership pipeline for the present
and several years into the future.
STATUS OFTHE COMPANY UNDER SICA:
BIFR in its meeting held on 27/09/2012 has approved Modified Draft
Rehabilitation Scheme. The company is taking necessary steps to
implement the same.
Extract of Annual Report
The Details forming part of the extract of the Annual Report form MGT 9
is annexed herewith as AnnexureA.
Meetings
Calendar of Meetings are prepared and circulated in advance to the
Directors. The details of which are given in the Corporate Governance
Report.
Directors Responsibility Statement
To the best of our knowledge and belief and according to the
information and explanations obtained by us, your Directors make the
following statements:
1) in the preparation of the annual financial statements for the year
ended March 31st, 2015, the applicable accounting standards had been
followed along with the proper explanation relating to material
departures.
2) for the financial year ended March 31st, 2015, such accounting
policies as mentioned in the Notes to the financial statements have
been applied consistently and judgments and estimates that are
reasonable and prudent have been made so as to give a true and fair
view of the state of affairs of the Company and of the Profit and Loss
of the Company for the year ended 31st March, 2015.
3) that proper and sufficient care has been taken 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;
4) the annual financial statements have been prepared on a going
concern basis.
5) that proper internal financial control was followed by the company
and that such internal financial controls are adequate and were
operating effectively.
6) that proper system to ensure compliance with the provisions of all
applicable laws was in place and that such systems were adequate and
operating effectively.
Remuneration Policy
The Board has, on the recommendation of the Nomination and Remuneration
Committee, framed a policy for selection and appointment of Directors,
Key Managerial Personnel, Senior Management and their Remuneration. The
Key provisions of Nomination and Remuneration policy are as follows:
Nomination and Remuneration policy is guided by a common reward
framework and set of principles and objectives as particularly
envisaged under section 178 of the Companies Act 2013, inter alia
principles pertaining to determining qualifications, positives
attributes, integrity and independence etc.
Related PartyTransactions
Particulars of Contracts and Arrangements with Related Parties Referred
to in Sub-Section (1) of Section 188 of Companies Act, 2013:
The Company adopted a Related Party Transaction Policy in terms of
Section 188(1) All transactions entered with Related Parties for the
year 2014-15 were on Arm's length basis.
There were no material related party transactions in terms of the
Related Party Transaction Policy during the year.
Thus disclosure in Form AOC-2 as per Companies Act, 2013 and Rul 8 of
Companies (Account) Rules, 2014 is not required.
All related party transaction are placed before the Audit Committee and
also to the Board for approval on a quarterly basis. Omnibus approval
was obtained for transaction of repetitive nature.
ANNUAL PERFORMANCE EVALUATION
In line with the criteria evolved by the Nomination and Remuneration
Committee, the performance of all Directors, Committees, Chairman etc.,
have been evaluated pursuant to the provisions of the Act and the
Listing Agreement.
Vigil Mechanism/Whistle Blower Policy
Pursuant to the non-mandatory requirements of the Listing Agreement,
the Company has established a whistle blower mechanism to provide an
avenue to raise concerns. The Ombudsperson appointed by the Board deals
with the complaints received and ensures appropriate action. No
employee was denied access to the Audit Committee. In line with the
requirement of Section 177 of the Companies Act, 2013, the scope of the
Whistle Blower Policy has been amended to include the Directors also
(in addition to the employees, customers and vendors) to facilitate
reporting of their genuine concerns relating to unethical behaviour,
actual or suspected fraud or violation of the Company's code of conduct
or ethics policy. Further, the mechanism also provides adequate
safeguards against victimisation of persons using the mechanism and
provides direct access to the chairperson of the Audit Committee in
appropriate or exceptional cases.
Particulars of Employees
The information required pursuant to Section 197 (12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company, will be provided upon request. In terms of
Section 136 of the Act, the Report and Accounts are being sent to
Members and others entitled thereto excluding the information on
employees particulars which is available for inspection by the Members
at the Registered Office of the Company during business hours on
working days of the Company upto the date of the ensuing Annual General
Meeting.
There are no employees drawing salaries in excess of the limit
prescribed under Section 197 (12) of the Companies Act, 2013 read with
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rule, 2014.
Conservation of energy, Technology absorption and foreign exchange
earnings and outgo
Conservation of energy, Technology absorption and foreign exchange
earnings and outgo is annexed.
Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company has in place an anti sexual harassment policy in line with
the requirement of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. Internal Compliance
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (Permanent, contractual,
temporary and trainees) are covered under this policy. The company has
not received any compliant about sexual harassment during the year
2014-15.
Auditors
The Members appointed M/s Anjana & Co, the Statutory Auditors of the
Company for a period of 3 years from the conclusion of 21st AGM (2014)
till the conclusion of 24th AGM (2017).
The Board has recommended the appointment of the Auditors for the
financial year 2015-16. The necessary resolution is being placed
before the shareholders for approval.
The Company has received confirmation from the firm regarding their
consent and eligibility under sections 139 and 141 of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014 for
appointment as the Auditors of the Company.
Mr A C Saravan, Practicing Company Secretary was appointed for the year
ended 31 st March ,2015 to undertake the Secretarial Audit of the
Company. The Report of Secretarial Audit is annexed herewith as
Annexure B.
STOCK EXCHANGES:
Your company is listed with Bombay Stock Exchange.
The Corporate Governance Report of your company as on 31.3.2015 is
enclosed for your perusal as Annexure - C.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments in the business
operations of the Company from the financial year ended 31st March,
2015 to the date of signing of the Director's Report.
ACKNOWLEDGEMENT:
The Board wishes to place on record of their appreciation for the good
work done by the employees of the company. It takes the pleasure of
recording the services rendered by the MA and BIF R for and on the
revamping exercise of the company.
Place: Coimbatore By Order of the Board.
Date : 30.05.2015 -Sd-
V.R. Gupta Chairman
Mar 31, 2013
Ladies and Gentlemen,
Th directors take pleasure in submitting to you their Twentieth
Annual Report together with the Audited Balance Sheet of the Company as
at 31 st March, 2013 and the Profit & Loss Account for the Year ended
on that date.
WORKING RESULTS
The working results of the company for the year under review are
summarised and furnished below: -
Rs. in Lacs
Sales and Other Receipts 501.42
Other Income 2.49
Total Receipts 503.91
Profit before interest and Depreciation 45.43
Less: Interes 37.82
Profit before Depreciation 7.61
Less: Depreciation 7.18
Net Profit /loss for the Year 0.43
Opening balance - Loss'' brought forward (1455.27)
Total Loss taken to P & L Account (1454.84)
REVIEW OF OPERATIONS:
During the year under review, the overall sales and other income of the
Company was Rs 503.91 lakhs as against Rs.412.97 Lakhs in the last
year. Profit / (loss) before interest and depreciation amounted to Rs
45.43 lakhs (Previous Year Rs (43.36)lakhs). The Net Profit came to
Rs0.43 lakhs (Previous Year Rs(91.71) lakhs).
The major factors for low profit in the financial year under review
were due to increase in raw material prices, shortage of power and
inability to pass on the increase to our customers.
PROSPECTS:
As the textiles industry is slightly recovering and power position
becoming stable, there may be slight improvement in the performance of
the company in the current year.
The Directors are evaluating various options to improve the performance
of the Company with reference to sales and profitability.
DIRECTORS:
Miss.C.R.Padma retires by rotation and offers herself for re-election.
Mr.V.R.Gupta retires by rotation and offers himself for re-election.
Your directors recommend these resolutions for your approval.
DEPOSITS :
Your Company has accepted deposits from Companies without extending
invitation to public. As at the close of the year, there were no
amounts remaining unclaimed.
PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT. 1956 :
217 (1) (e) - A statement on the conservation of energy, technology
absorption and foreign exchange earnings and outgo has been furnished
by way of Annexure-1 to this report.
217 (2A) - There was no employee of the company who has drawn the
prescribed salary during the year under review.
DIRECTOR''S RESPONSIBILITY STATEMENT:
The Directors of the Company confirm the following, subject to the fact
that your company is a Sick Industrial Company within the meaning of
the Sick Industrial Companies (Special Provision) Act. 1985 :
i. that in the preparation of annual accounts, the applicable
accounting standards had been followed and there is no material
departure from the said standards :
ii. that the Directors had selected such accounting policies and made
judgements and estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company at the end
of the financial year and of the profit and loss of the Company for
that period :
iii. that the Directors had taken proper and sufficient care for the
maintenance of dequate accounting records in accordance with the
provisions of the Act in safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities:
iv. that the Director had prepared the annual accounts on a going
concern basis.
AUDITORS:
M/s. Anjana & Co., Chartered Accountants, Coimbatore, the retiring
Auditors are eligible for reappointment. A certificate under Section
224(1 B) of the Companies Act, 1956 has been obtained from them
confirming their eligibility for reappointment.
STATUS OF THE COMPANY UNDER SICA:
During the year under review, BIFR in its meeting held on 27/09/2012
has approved Modified Draft Rehabilitation Scheme. Hence the agenda
number 5 in the notice have emerged
AUDIT COMMITTEE:
Pursuant to provision of Section 292A of the Companies Act.1956, the
audit committee constituted last year comprising of Sri. V.R. Gupta,
Sri. K. Venkatasubramaniam, Miss C.R. Padma discussed and given useful
suggestions in the implementation of the accounting standards and the
quickening process of internal check and audit.
STOCKEXCHANGES:
Your company is listed with Mumbai, Calcutta and Delhi Stock Exchanges
as Coimbatore stock exchange has been closed.
The Corporate Governance Report of your company as on 31.3.2013 is
enclosed for your perusal as Annexure - II.
ACKNOWLEDGEMENT:
The Board wishes to place on record of their appreciation for the good
work done by the employees of the company. It takes the pleasure of
recording the services rendered by the MA and B I F R for and on the
revamping exercise of the company.
Place : Coimbatore On behalf of the Board.
Date : 31.05.2013 V.R.GUPTA
Sd/-
Chairman
Mar 31, 2012
The directors take pleasure in submitting to you their Nineteenth
Annual Report together with the Audited Balance Sheet of the Company as
at 31 st March, 2012 and the Profit & Loss Account for the Year ended
on that date.
WORKING RESULTS
The working results of the company for the year under review are
summarised and furnished below: -
Rs. in Lacs
Sales and Other Receipts 410.30
Other Income 2.67
Total Receipts 412.97
Gross Profit before interest and Depreciation 43.36
Less: Interest 39.65
Profit before Depreciation (83.01)
Less: Depreciation 8.70
Net Profit/loss for the Year (91.71)
Opening balance - Loss brought forward (1363.56)
Total Loss taken to P & L Account (1455.27)
REVIEW OF OPERATIONS:
During the year under review, the overall sales and other income of the
Company was Rs.412.97 lakhs as against Rs.560.27 lakhs in the last
year. Gross Profit / (Loss) before interest and depreciation amounted
to Rs (43.36) lakhs (Previous Year Rs 31.11 lakhs). The Net loss
amounted to Rs91.71 lakhs (Previous Year Rs14.24 lakhs).
The major factors to net loss in the financial year under review were
due to increase in raw material prices, shortage of power, high cost of
interest and inability to pass on the increase to our customers.
PROSPECTS:
As the textiles industry is hard hit by slowing of economy and
government policies and high input cost , there may not be any
improvement in the performance of the company in the current year.
The Directors are evaluating various options to improve the performance
of the Company with reference to sales and profitability. Unless the
Company could secure remunerative prices for fabrics, the working
results may not be profitable.
DIRECTORS:
Mr.Ravindrakumar retires by rotation and offers himself for
re-election. Mr.K.Venkatasubramaniam retires by rotation and offers
himself for re-election. Your directors recommend these resolutions
for your approval.
DEPOSITS:
Your Company has accepted Inter Corporate Deposits from Companies. As
at the close of the year, there were no amounts remaining unclaimed.
PARTICULARS AS PER SECTION 217 OFTHE COMPANIES ACT, 1956:
217 (1) (e) - A statement on the conservation of energy, technology
absorption and foreign exchange earnings and outgo has been furnished
by way of Annexure-1 to this report.
217 (2A) - There was no employee of the company who has drawn the
prescribed salary during the year under review.
DIRECTOR'S RESPONSIBILITY STATEMENT:
The Directors of the Company confirm the following, subject to the fact
that your company is a Sick Industrial Company within the meaning of
the Sick Industrial Companies (Special Provision) Act. 1985 :
i. that in the preparation of annual accounts, the applicable
accounting standards had been followed and there is no material
departure from the said standards:
ii. that the Directors had selected such accounting policies and made
judgements and estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company at the end
of the financial year and of the profit and loss of the Company for
that period :
iii. that the Directors had taken proper and efficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act in safeguarding the assets of the Company and for
preventing and de acting fraud and other irregularities:
iv. that the Director had prepared the annual accounts on a going
concern basis.
AUDITORS:
M/s. Anjana & Co., Chartered Accountants, Coimbatore, the retiring
Auditors are eligible for reappointment. A certificate under Section
224(1 B) of the Companies Act, 1956 has been obtained from them
confirming their eligibility for reappointment.
STATUS OF THE COMPANY UNDER SICA:
During the year under review, the company filed a Modified Draft
Rehabilitation Scheme to BIFR. In its meeting held on 15.12.2011, BIFR
has issued directions to Catholic Syrian Bank Ltd (Monitoring Agency)
for modifications of the relief and concessions of MDRS . Catholic
Syrian Bank Ltd has submitted the same after duly incorporating the
directions of BIFR. The company is awaiting for further BIFR
directions. Hence the agenda number 5 to 8 in the notice have emerged.
AUDIT COMMITTEE:
Pursuant to provision of Section 292A of the Companies Act. 1956, the
audit committee constituted last year comprising of Sri. V.R. Gupta,
Sri. K. Venkatasubramaniam, Ms. C.R. Padma discussed and given useful
suggestions in the implementation of the accounting standards and the
quickening process of internal check and audit.
STOCK EXCHANGES:
Your company is listed with Coimbatore, Mumbai, Calcutta and Delhi
Stock Exchanges. The Corporate Governance Report of your company as on
31.3.2012 is enclosed for your perusal as Annexure-ll.
ACKNOWLEDGEMENT:
The Board wishes to place on record of their appreciation for the good
work done by the employees of the company. It takes the pleasure of
recording the services rendered by the MA and BI F R for and on the
revamping exercise of the company.
Place: Coimbatore On behalf of the Board.
Date : 31.05.2012 V.R. GUPTA
Chairman
Mar 31, 2010
The directors have pleasure in submitting to you their Seventeenth
Annual Report together with the Audited Balance Sheet of the Company as
at 31st March, 2010 and the Profit & Loss Account for the Year ended on
that date.
WORKING RESULTS
The working results of the Company for the Year under review are
summarised and furnished below: - Rs. In Lacs
Sales and Other Receipts 327.13
Other Income 2.53
Total Receipts 329.66
Gross Profit before interest and Depreciat (08.00)
Less: Interest 38.01
Profit before Depreciation (46.01)
Less: Depreciation 8.93
Net Profit/loss for the Year (54.94)
Opening balance - Loss brought forward (1294.37)
Total Loss taken to P&L Account (1349.31)
REVIEW OF OPERATIONS:
During the year under review, the Company achieved production in
fabric, measuring 7.48 Lakh Metres as against 7.28 lakh Metres in the
previous year and purchased 0.046 lakh mtrs of cloth. The fabric sales
value realised was at Rs 284.40 Lakhs as against Rs266.29 Lakhs in the
last year. The Company did Conversion of Yam into fabric for Third
Parties and earned income by way of conversion charges amounting to
Rs.42.27 Lakhs (Rs 20.07 Lakhs in the last Year). Waste sales value
realized was at Rs0.46 lakhs as against Rs.0.52 lakhs last year. The
company earned interest of Rs2.53 lakhs by other activities which has
been included in other income. The overall sales and other income of
the CompanywasRs.329.66LakhsasagainstRs.292.77Lakhsinthelastyear.
On account of continuous recession in the economy and in particular in
the textile industry and power cut, the Volume of Production and Sales
remained very low.
PROSPECTS:
As the industrial recession continues to grip the whole nation and also
many Asian Countries, there may not be any improvement in the
performance of the company in the current year.
The Directors are evaluating various options to improve the performance
of the Company with reference to sales and profitability. Unless the
Company could secure remunerative prices for fabrics with improvement
in quality of yarn, the working results may not be profitable.
DIVIDEND: .
In the view of unsatisfactory results in the business, the Board of
Directors are not to recommend any divided as per statutory norms of
the company.
DIRECTORS:
Mr.Ravindrakumar, and Mr K Venkatasubramaniam, Directors of the company
retire by rotation and offers themselves for re-election. Your
directors recomrnend these resolutions for your approval.
DEPOSITS:
Your Company has accepted deposits from Companies as Inter Corporate
Deposits without extending invitation to public. As at the close of the
year, there were no amounts or interests remaining unclaimed.
PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT. 1956:
217 (1) (e) -Astatement on the conservation of energy, technology
absorption and foreign exchange earnings and outgo has been furnished
by way of Annexure-1 to this report.
217 (2A) - There was no employee of the company who has drawn the
prescribed salary during the year under review.
DIRECTORS RESPONSIBILITY STATEMENT:
The Directors of the Company confirm the following, subject to the fact
that your company is a Sick Industrial Company within the meaning of
the Sick Industrial Companies (Special Provision)Act. 1985 :
i. that in the preparation of annual accounts, the applicable
accounting standards had been followed and there is no material
departure from the said standards:
ii. that the Directors had selected such accounting policies and made
judgements and estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company at the end
of the financial year and of the profit and loss of the Company for
that period:
iii. that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act in safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities:
iv. that the Director had prepared the annual accounts on a going
concern basis.
AUDITORS:
M/s. Anjana & Co., Chartered Accountants, Coimbatore, the retiring
Auditors are eligible for reappointment. A certificate under Section
224 (1B) of the Companies Act, 1956 has been obtained from them
confirming their eligibility for reappointment. The report of the
auditor does not contain any disqualification.
STATUS OFTHECOMPANYUNDERSICA:
Your companys restructuring plan has been approved by the BIFR on
1.10.2002 and your directors are regular in sending the quarterly
reports based on the plan to the Operating Agencies and to BIFR. As per
BIFR directions on 9.9.2009, Catholic Syrian-bank was appointed as
monitoring agency and that the company will keep the CSB informed of
the implementation of sanctioned scheme. The company has submitted
draft modified rehabilitation scheme as required to CSB on 9.3.2010 and
the same has been sent by them to BIFR and are awaiting BIFR
directions.
Meanwhile, your directors are seriously thinking of possibility of
making your company a profitable one either by itself or through merger
or anyother means, and the discussions are going on. The result, if
possible will be a good news to all of us.
AUDIT COMMITTEE:
Pursuant to provision of Section 292A of the Companies Act.1956, the
audit committee constituted last year comprising of Sri. V.R. Gupta,
Sri. K. Venkatasubramaniam, Ms C.R. Padma discussed and given useful
suggestions in the implementation of the accounting standards and the
quickening process of internal check and audit.
STOCKEXCHANGES:
Your company is listed with Coimbatore, Mumbai, Calcutta and Delhi
Stock Exchanges.
CORPORATE GOVERNANCE:
The company complies with the principles of Corporate Governance as set
out in Clause 49 of the Listing Agreement continuously and your
Directors are pleased to attach (Annexure II) a report on Corporate
Governance together with the following Certificates / declarations.
a. CEO and CFO Certificate
b. Declaration on code of conduct.
c. Certificate from the Companys Auditors.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis on business and operations of
the Company is attached to this report.
(Annexure III)
ACKNOWLEDGEMENT:
The Board wishes to place on record of their appreciation of the
valuable support and co-operation received from customers, vendors,
investors, statutory authorities and associates. Your directors place
on record their sincere appreciation of the contribution made by the
employees of the Company at all levels through their hard work,
dedication and support. It takes the pleasure of recording the services
rendered by the 0 A and BIF R for and on the revamping exercise of the
company.
Place .Coimbatore On behalf of the Board.
Date :29-05-2010 V.R.GUPTA
Chairman
Mar 31, 2003
The directors are hereby presenting the Nineth Annual Report together
with the Audited Balance Sheet of the Company as at 31st March, 2003
and the Profit & Loss Account for the Year ended on that date.
WORKING RESULTS :
The working results of the Company for the Year under review are
summarised and furnished below :-
Rs. In Lacs
Sales and Other Receipts 635.14
Other Income 154.68
Total Receipts 789.82
Gross Profit before interest and Depreciation 183.33
Less: Interest 15.22
Profit before Depreciation 168.11
Less : Depreciation 138.47
Net Profit for the Year 29.64
Add : Deffered Tax 26.44
Add : Opening balance - Loss brought forward 1364.06
Total Loss taken to P & L A/c 1307.98
REVIEW OF OPERATONS :
During the year under review, the Company achieved production in
Fabric, measuring 13.68 Lakh Metres as against 9.80 Lakh Metres in the
previous year. The yam produced by the Company at the Open End Spinning
Unit was 2.47 Lakh Kgs. against 2.01 Lakh Kgs in last year. The Fabric
sales value realised was at Rs. 453.50 Lakhs as against Rs. 286.71
Lakhs in the last year. The Company sold 2.68 Lakh Kgs of yarn (1.80
Lakhs in the last year), yielding a turnover of Rs. 128.65 Lakhs (Rs.
77.82 Lakhs in the last year). The Company did conversion of yarn into
fabric for third Parties and earned income by way of conversion charges
amounting to Rs. 44.29 Lakhs (Rs. 42.93 Lakhs in the last Year). The
company earned a commission of Rs. 34.22 lakhs by other activities and
interest reversal due to settlement of loan to The Catholic Syrian Bank
Ltd. to the tune of Rs. 91.40 lakhs and other interest reversal of Rs.
29.06 which has been included in other income. The overall sales and
other income of the Company was Rs. 765.42 Lakhs as against Rs. 371.301
Lakhs in the last year. During the year, the Directors have paid to The
Catholic Syrian Bank Ltd. Rs. 33.34 Lakhs as per aggrement.
On account of continuos recession in tthe economy and in particular in
the textile industry, the Volume of Producttion and Sales remained Very
low. The Company continued to incur high cost of Fixed Overheads
represented mainly by Depreciation of Fixed Assets
The company has earned a commission of Rs. 34.22 lakhs during the year
from Electrosteel castings limited towards order placed with them for
Engineering Projects (India) Ltd for supply of Ductile Iron Pipes for a
value of Rs. 171.41 lakhs
PROSPECTS :
As the industrial recession continues to grip the whole nation and also
many Asian Countries, there may not be any improvement in the
performance of the company in the current year.
The Directors are evaluating various options to improve the performance
of the Company with reference to sales and profitability. Unless the
Company could secure remunerative prices for fabrics with improvement
in quality of yam, the working results may not be profitable.
The Company is earning commission as the previous contract with
Electosteel Casting Ltd. is in progress during the current year and
negotations are on for future contract
DIRECTORS :
M/s. V.R. Gupta retires by rotation and offers himself for
re-electtion.
Mr. V.R Venkateswaran, does not wish to offer for re-election due to
his pre-occupation. The Board wishes to place on record his valuable
services and guidance tendered during the period of his service to the
company as director.
In his place Miss C.R. Padma has given consent to act as director of
the company. She is M.Com, FCS, BL & Research Scholar, Company
Secretary in practice by profession having 14 years experience in
corporate administrative, legal & finance matters. A notice under
Section 257 along with a deposit of required sum is already been placed
by Mr. A.K. Gupta, in his capacity as one of the members of the
company for the tenure of his election. Your directors recommend these
resolutions for your approval
DEPOSITS :
Your Company has accepted deposits from Directors, their relatives,
friends and associates without extending invitation. As at the close
of the year, there were no amounts remaining unclaimed.
PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956 :
217 (1) (e) - A statement on conservation of energy, technology
absorption and foreign exchange earning and outgo have been furnished
by way of Annexure to this Report.
217 (2A) There was no employees of the Company who has drawn the
prescribed salary during the year under review.
DIRECTORS RESPONSIBILITY STATEMENT :
The Directors of the Company confirm the following, subject to the fact
that your company is a Sick Industrial Company within the meaning of
the Sick Industrial Companies (Special Provision) Act. 1985 :
i. that in the preparation of annual accounts, the applicable
accounting standards had been followed and there is no material
departure from the said standards :
ii. that the Directors had selected such accounting policies and made
judgements and estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company at the end
of the financial year and of the profit and loss of the Company for
that period :
iii. that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act in safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities :
iv. that the Director had prepared the annual accounts on a going
concern basis.
AUDITORS
M/s. Anjana & Co., Chartered Accountants, Coimbatore, the retiring
Auditors are eligible for reappointment. A certificate under Section
224(1B) of the Companies Act, 1956 has been obtained from them
confirming their eligibility for reappointment.
STATUS OF THE COMPANY UNDER SICA :
Your companys restructuring plan has been approved by the BIFR on
1-10-2002 and your directors are regular in sending the quarterly
reports based on the plan to the Operating Agencies and to the BIFR. As
and addendum to the restructure plan, a reduction of capital to the
extend of Rs. 4.8 crs has been proposed to be made in the pursuing AGM,
with your approval.
AUDIT COMMITTEE
Pursuant to provision of Section 292A of the Companies Act. 1956, the
audit committee constituted last year comprising of Sri V.R. Gupta,
Sri. K. Venkata subramaniam, Sri. V.P. Venkateswaran, has met,
discussed and given useful suggestions in the implementation of the
accounting standards and the quickening process of internal check and
audit.
STOCK EXCHANGES :
Your company is listed with Coimbatore, Mumbai, Calcutta and Delhi
Stock Exchanges.
The first Corporate Governance Report of your company as on 31-3-2003
is enclosed for your perusal as Annexure - II
ACKNOWLEDGEMENT :
The Board wishes to place on record of their appreciation for the good
work done by the employees of the company. It takes the pleasure of
recording the services rendered by the O A and BIFR for and on the
revamping exercise of the company.
On behalf of the Board
V.R. GUPTA
Chairman
Place : Coimbatore
Date : 31.05.2003
Mar 31, 2002
The directors are hereby presenting the Nineth Annual Report together
with the Audited Balance Sheet of the Company as at 31st March, 2002
and the Profit & Loss Account for the Year ended on that date.
WORKING RESULTS :
The working results of the Company for the Year under review are
summarised and furnished below ;-
Rs. In Lacs
Sales and Other Receipts 369.52
Other Income 1.79
Total Receipts 317.31
Gross Profit before interest and Depreciation 22.34
Less : Interest on Term Loans 28.52
Profit before Depreciation (6.18)
Less: Depreciation 138.08
Net Loss for the Year (144.26)
Add : Deffered Tax 19.59
Add : Opening balance - Loss brought forward (1054.34)
Total Loss carried ove (1179.01)
REVIEW OF OPERATONS :
During the year under review, the Company achieved production in
Fabric, measuring 9.80 Lakh Metres as against 10.27 Lakh Metres in the
previous year. The yarn produced by the Company at the Open End
Spinning Unit was 2.01 Lakh Kgs. against 1.63 Lakh Kgs in last year.
The Fabric sales value realised was at Rs. 286.71 Lakhs as against Rs.
253.02 Lakhs in the last year. The Company sold 1.80 Lakh Kgs of yarn
(1.96 Lakhs in the last year), yielding a turnover of Rs.77.82 Lakhs
(Rs. 93.18 Lakhs in the last year). The Company did conversion of yarn
into fabric for third Parties and earned income by way of conversion
charges amounting to Rs. 42.93 Lakhs (Rs. 65.68 Lakhs in the last
Year). The overall sales and other income of the Company was Rs.
371.301 Lakhs as against Rs. 718.40 Lakhs in the last year. During the
year, the Directors have paid to The Catholic Syrian Bank Ltd. Rs.66.67
lakhs as per agreement.
On account of continuous recession in the economy and in particular in
the textile industry, the volume of Production and Sales remained very
low. The Company continued to incur high cost of Fixed Overheads
represented mainly by the interest on the Term Loans borrowed for the
Project and Depreciation of Fixed Assets.
PROSPECTS :
As the industrial recession continues to grip the whole nation and also
many Asian Countries, there may not be any improvement in the
performance of the company in the current year.
The Directors are evaluating various options to improve the performance
of the Company with reference to sales and profitability. Unless the
Company could secure remunerative prices for fabrics with improvement
in quality of yarn, the working results may not be profitable.
DIRECTORS :
Mr. K. Venkatsubramaniam, the retiring Director being eligible for
reappointment, offers himself for reappointment. Also Mr.
Ravindrakumar R. the additional director is retiring in forthcoming
meeting, offer himself for election as a director and a notice under
section 257 alongwith the prescribed deposit has already been received
from one of the shareholder of the company.
DEPOSITS :
Your Company has accepted deposits from Directors, their relatives,
friends and associates without extending invitation. As at the close
of the year,there were no amounts remaining unclaimed.
PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956 :
217 (1) (e) - A statement on conservation of energy, technology
absorption and foreign exchange earning and outgo have been furnished
by way of Annexure to this Report.
217 (2A) There was no employees of the Company who has drawn the
prescribed salary during the year under review.
AUDITORS
M/s. Anjana & Co., Chartered Accountants, Coimbatore, the retiring
Auditors are eligible for reappointment. A certificate under Section
224(1B) of the Companies Act, 1956 has been obtained from them
confirming their eligibility for reappointment.
APPLICATION OF THE PROVISIONS OF THE SICK INDUSTRIAL COMPANIES (SPECIAL
PROVISIONS) ACT. 1985 :
As reported in last year Balance Sheet, IIBI held the meeting on
28.8.2001 and submitted its final rehabilitrtion scheme to BIFR which
has circulated the same and hearing is to be held on 01.10.2002.
AUDIT COMMITTEE
Pursuant to provision of Section 292A of the Companies Act. 1956, your
Directors have constituted an Audit Committee. comprising of the
following Directors :
Sri. V.R. Gupta, Sri K. Venkata subramaniam, Sri V.P. Venkateswaran
DIRECTORS RESPONSIBILITY STATEMENT :
The Directors of the Company confirm the following, subject to the fact
that your company is a Sick Industrial Company within the meaning of
the Sick Industrial Companies (Special Provision) Act. 1985 :
i. that in the preparation of annual accounts, the applicable
accounting standards had been followed and there is no material
departure from the said standards :
ii. that the Directors had selected such accounting policies and made
judgements and estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company at the end
of the financial year and of the profit and loss of the Company for
that period :
iii. that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act in safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities:
iv. that the Director had prepared the annual accounts on a going
concern basis.
STOCK EXCHANGES :
Your company is listed with Coimbatore, Mumbai, Calcutta and Delhi
Stock Exchanges.
The applicability of corporate governance to the company is within 31
st March 2003. Your company has alaready taken steps to comply with the
same in the current year.
ACKNOWLEDGEMENT:
The Board also wish to place on record of their appreciation for the
good work done by the employees of the company.
On behalf of the Board
V.R. GUPTA
Chairman
Place : Coimbatore
Date : 31.07.2002
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article
More Information on Anirit Ventures Ltd.
-
Anirit Ventures Ltd. Tools
- Bulk Deals
-
Anirit Ventures Ltd. Company Details
- Company Profile
- Company History
- Management Team
- Capital Structure
- Product Mix
- Banker/Auditor/Registrar
-
Company History
- Rights
- BSE Price History
-
Anirit Ventures Ltd. Key Financial Ratios
- Ratios
-
Anirit Ventures Ltd. Results
- Quarterly Results
- Half Yearly Results
- Nine Months Results
- Annual Results
-
Anirit Ventures Ltd. Financial Data
- Audited Results
- Cash Flow
- Balance Sheet
-
Anirit Ventures Ltd. Reports
- Accounting Policies
- Auditors Report
- Directors Report
- Notes To Account
-
Anirit Ventures Ltd. Corporate Announcements
- Book Closure
- Board Meetings
- Change of Name
-
FY26 Market Review: Inside Nifty-Sensex's Sharpest Yearly Crash Since COVID; What's Next For Investors? -
Intraday Stocks To Buy Today, March 27: Top Picks By Anand James of Geojit Investments On Friday -
Indian equities open higher as Nifty tops 23,100 and Sensex climbs over 700 points -
Intraday Stocks To Buy Today, March 25: Top Picks By Anand James of Geojit Investments On Wednesday
-
Stock Market Today: Nifty Closes Near 23,000, Sensex Up 1.8%: IndiGo, L&T, Eternal, Asian Paints Top Gainers -
Steel Stock Gains 5.14% On Getting NCLT Nod For Key Merger; Do You Own? -
Stock Market Opens Strong: Nifty Up 1.5%, Sensex Rallies 1,516 Pts; Rupee Recovers as Trump Delays Iran Strike -
D-Street Mayhem: Rs 15 Lakh Cr Wiped Out As Nifty-Sensex Close 2.5% Lower, Rupee In Free-Fall Amid Iran-US War -
Indian equities outlook today as Bank Nifty remains weak and Nifty tests support -
Stock Market Crash: Sensex, Nifty Hit 1-Year Low; How US-Israel-Iran War Wiped Out Rs 4,753,333 Crore -
Intraday Stocks To Buy Today, March 23: Top Picks By Anand James of Geojit Investments On Monday
-
Nifty, Sensex Down 8% Amid Iran-US War, Crude Oil At Sky High: How Past Geopolitical Crises Have Shaped Market -
Stock Market Weekly Wrap: Sensex, Nifty End In Green Amid Iran-US War, Crude Surge, Rupee Slide -
Nifty Falls as Global Cues Persist and Gulf Tensions Weigh on Indian Markets -
Intraday Stocks To Buy Today, March 20: Top Picks By Anand James of Geojit Investments On Friday
-
Nifty, Sensex Stage Sharp Rebound After Biggest Crash; IT Stocks in Green | Why Is Stock Market Rising Today?
-
Block for 8 hours
-
Block for 12 hours
-
Block for 24 hours
-
Don't block
Sign in with Google- Male
- Female
- Others
- Under 18
- 18 to 25
- 26 to 35
- 36 to 45
- 45 to 55
- 55+