Mar 31, 2016
Dear Members,
The Directors are pleased to present the 19th Annual Report and the Audited Accounts for the year ended 31st March, 2016.
1. FINANCIAL HIGHLIGHTS (Rs. inLacs)
Particulars |
For the year ended 31.03.2016 |
For the period ended 31.03.2015 (9 Months) |
Revenue from operations (Net) |
12495.83 |
8081.52 |
Expenses |
(11863.27) |
(7903.98) |
Other Income |
60.77 |
35.62 |
Profit before Interest, Tax, Depreciation & Amortization, finance cost and exceptional items |
693.33 |
213.16 |
Less: |
||
1. Finance Cost/ Interest |
86.27 |
628.02 |
2. Depreciation & amortization expenses |
452.38 |
313.96 |
Profit / (Loss) before taxation |
154.68 |
(728.82) |
Provision for taxation (incl. deferred tax) |
(16.02) |
(247.05) |
Profit/ (Loss) for the year carried to Balance Sheet |
170.72 |
(481.77) |
2. PERFORMANCE HIGHLIGHTS:
The Company''s total revenue from operations stood at Rs. 12495.83 Lacs and the revenue for previous year (9 months ended) was at Rs. 8081.52 Lacs, The revenue from operation comprises of Domestic Sales of Rs.13,018.29 Lacs and Exports Rs. 934.52 Lacs. The Company earned Profit before Interest, Tax, Depreciation & Amortization, Finance Cost and Exceptional Items of Rs. 693.33 Lacs and profit after tax of Rs. 170.72 Lacs as compared to Loss of Rs.481.77 for the year ended 31.03.2015 (9 months).
Company overview:
The Company is into manufacturing of specialized Car seat fabric and supplies fabric to OEM''s like Maruti Suzuki, Ford India, Hyundai, Mahindra & Mahindra and Honda Motors. AUNDE India holds a significant place in the Indian technical textile industry as there are fewer players in the technical textile segment and especially in car seat fabric manufacturing. The Company currently holds appx. 31% of the total Indian Automotive Fabric market and is striving to capture 45% of the market share by 2019.
The long term association with Aunde Global Group has enabled the Company to reap the benefits in the area of manufacturing innovative products. AUNDE India has various tie ups with other members of the Group, like Aunde Italy for catering to Fiat India, Aunde Australia for catering to Ford India and Aunde Brazil for catering to GM Motors. On account of the strong foothold of the Company in the Market, its innovative and improved designs and persistent efforts made by the development team and Company''s marketing team the Company was able to achieve higher sales during the year.
3. CHANGE IN THE NATURE OF THE BUSINESS
There were no changes in the nature of business during the year under review as prescribed in Rule 8 of the Companies (Accounts) Rules, 2014.
4. DIVIDEND:
In order to conserve the resources of the Company, the Board of Directors are not recommending any dividend for the Financial Year.
5. DETAILS OF BOARD MEETINGS:
During the year under review, the Company has conducted 6 (Six) Board Meetings on 9th June, 2015,12th August, 2015,29th August, 2015,10th November, 2015,21st December, 2015 and 21st January, 2016.
6. DIRECTORS
Mr. Rolf Konigs, Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible offers himself for re-appointment.
Mr. Bheemanna B. Chikkerur was appointed as an Additional Director of the Company by the Board of Directors at their meeting held on 21st December, 2015, and offers himself to be appointed as Director at this AGM.
The Board recommends their appointment.
The details of Committees of Board of Directors are provided in the Corporate Governance Report.
7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC. & FOREIGN EXCHANGE EARNINGS AND OUTGOINGS
The information as required under Section 134(3)(m)of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings is annexed to this report as Annexure I.
8. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION
A separate section on Corporate Governance is included in the Annual Report as Annexure II and the Certificate from M/s. Sanjay Dholakia & Associates, Practicing Company Secretaries confirming the compliance of conditions on Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (previously Clause 49 of the Listing Agreement), is enclosed to the Corporate Governance Report.
9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT ECONOMY OVERVIEW
India has registered a steady pace of economic growth in Fiscal Year 2016. Additionally, macroeconomic parameters such as inflation, fiscal deficit and current account balance have exhibited distinct signs of improvement. Wholesale price inflation has been in negative territory for more than a year and the all-important consumer price inflation has declined to nearly half of what it was a few years ago. However, weak growth in advanced and emerging economies has taken its toll on India''s exports. Nevertheless, trade and current account deficits have improved due to relatively lower prices for crude oil which is imported by India. Growth in agriculture has slackened due to two successive years of less than-normal monsoon rains. The rupee has depreciated with respect to the US dollar, like several other currencies in the world.
Technical/Automotive Textiles
Technical Textiles are defined as Textile material and products manufactured primarily for their technical performance and functional properties rather than aesthetic and decorative characteristics. Technical textile broadly refers to woven I knitted and non-woven clothes made for technical applications.
There has been a sharp increase in the global demand for Technical Textiles in various areas namely Meditech, Buildtech, Mobiltech, Protech, Hometech, Sporttech, Packtech, Geotech etc. The automotive textile industry, the Company''s core business sector, which is also known as mobiltech segment depends largely on the growth of the automotive sector in India, which has been brisk in recent years. India''s mobiltech segment is hence expected to grow at a rate of 17% to US$ 1,870 Million by 2016-17 as per estimates of the Working Group on Textiles and Jute Industry, Ministry of Textiles, Government of India.
COMPANY OVERVIEW AND OUTLOOK
The Company achieved a turnover of Rs. 125 Crores for FY15-16 registering a growth of 11%. The Company at present holds a significant place in the Indian Automobile Industry and Aunde has successfully showcased its new technologies and innovations in offering to the OEM''s like Maruti Suzuki, Renault, Nissan, Honda, Mahindra & Mahindra, Volkswagen & TATAâs and was reciprocated with an overwhelming response and some of these technologies already hold a place in future programs. With the technologically advance and innovative products, Aunde has created a new prospect in upcoming opportunities with OEM''s with their upcoming projects.
OPPORTUNITIES AND CHALLENGES
Government has taken some measures in FY 2015-16 to improve the competitiveness of Indian textile exports such as:
-Approved an Amended Technology Up gradation Fund Scheme (A-TUFS) in place of the existing Revised Restructured TUFS for technology up gradation of the textiles industry supporting CAPEX spends.
-Focus on setting up of integrated textile parks and ''Make In India'' mission.
-Completion of review of National Textile Policy 2000 and expected announcement of new National Textile Policy in 2016.
The new National Textile Policy will aim to achieve exports of US$ 300 billion by 2024-25 and create additional 35 million jobs in the sector. Free Trade Agreements (FTAs) between India and major markets such as Europe, US, China, Australia, Canada, etc. or relevant sectoral agreements can be a major growth driver for the industry by granting favorable duty structure for Indian textile products. Similarly, bilateral/multilateral trade agreements between groups of countries, for e.g. Trans-Pacific Partnership (TPP), could potentially harm the Indian textile exports in some segments.
The Company is strategically strong to seize any new opportunities in the automotive textile market. The management has taken into account the declining tends in the automobile industry and pressure on the YOY sales and margins. The implementation of cost effective measures have been helped the company to remain competitive in the Market. However, the increased cost of raw materials, labour and other resources have affected companies sales growth and profitability.
The management is well equipped to address the threats & challenges of the automobile textile industry with its experienced personnel, technologically innovative products & reputed clientele.
HUMAN RESOURSES/ INDUSTRIAL RELATIONS
Aunde India Limited believes that people are its most valued resource and their efficiency plays a key role in achieving set goals and building a competitive work environment. A productive and innovative workplace has been and will continue to remain a key requirement for successful business performance in the Company''s perspective. We strive to provide great place to work to our people through challenging and learning environment.
POLLUTION AND ENVIRONMENTAL CONTROLS
Company believes that profitability not only depends on the actual profit but also the benefit derived by the community through the activities of the Company. Aunde India Limited is conscious of the vulnerability and the essence of a healthy and clear environmental surrounding. The Company has framed a policy for securing the quality of environment and requires its stakeholders to adhere to such policy.
10. RESERVES:
The Company has not transferred any amount to reserves in current Financial Year.
11. DEPOSITS:
The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, or under Chapter V of the Companies Act, 2013.
12. NOMINATION AND REMUNERATION COMMITTEE POLICY
The Company has constituted Nomination and Remuneration Committee pursuant to Section 178(1) of the Companies Act, 2013 and Clause 19 of SEBI (LODR), Regulations, 2015 and has defined the policy on Director''s appointment and payment of remuneration including criteria for determining qualifications, positive attributes, independence of Directors, etc. The policy is available on the website of the company at www.aundeindia.com.
13. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company''s management is responsible for establishing and maintaining an adequate system of internal financial control over financial reporting. The Company has in place adequate systems of internal control commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses, excluding transaction with proper authorization and ensuring compliance of corporate policies.
14. INDIAN ACCOUNTING STANDARD (INDAS)
The Indian Accounting Standards (INDAS) were notified by the Ministry of Corporate Affairs on February 16, 2015. These standards will become applicable to the Company with effect from 1st April, 2017 with comparatives for the previous year ending 31st March, 2016. Your Company has taken adequate steps in this regard to ensure a smooth transition to INDAS.
15. DIRECTORSâRESPONSIBILITYSTATEMENT:
To the best of their knowledge and belief according to the information and explanations obtained by them, Board of Directors of the Company makes the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
(i) that in the preparation of the Annual Financial Statements for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
(ii) that such accounting policies as mentioned in Notes to Financial Statements have been selected and applied consistently and made judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2016 and of the profit of the Company for the year ended on that date;
(iii) that proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) that the Annual Financial Statements have been prepared on a going concern basis;
(v) that the proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
(vi) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
16. DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE
Aunde Achter & Ebels GmbH, Germany is the JV partner of the Company and is holding 42.82 % shares of the Company.
17. SIGNIFICANT MATERIAL ORDER PASSED BY COURTS
There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.
18. RISK MANAGEMENT POLICY
The Company has framed a Risk Management Policy which was approved by the Board pursuant to the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (previously Clause 49 of the Listing Agreement). There is a continuous process for identifying, evaluating and managing significant risks faced through a risk management process designed to identify the key risks faced by the Company. Risks would include significant weakening in demand from core-end markets, inflation uncertainties and any adverse regulatory developments, etc. During the period a risk analysis and assessment was conducted and no major risks were noticed.
19. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:
As required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, details of Remuneration to Directors and Key Managerial Personnel is provided in Form MGT-9 annexed to this Report.
The Company has no employee who- (i) if employed throughout the Financial Year, was in receipt of remuneration, in aggregate, more than Rs. 60 Lacs, or (ii) if employed for part of the Financial Year, was in receipt of remuneration, in aggregate, more than Rs. 5 Lacs per month. Hence, the information required to be given pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, is not applicable to the Company.
20. CORPORATE SOCIAL RESPONSIBILITY STATEMENT (CSR)
The Company does not fulfill any criteria provided under Sub-section 1 of Section 135 of the Companies Act, 2013, hence, the Company has not carried out any CSR activities.
21. ANNUAL PERFORMANCE EVALUATION OF BOARD
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee.
A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boardâs functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department.
22. DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.
23. FAMILIARIZATION PROGRAMME FORTHE INDEPENDENT DIRECTORS
Pursuant to the SEBI Regulations, the Company has worked out a familiarization programme for the Independent Directors, with a view to familiarize them with their role, rights and responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, etc.
The policy for familiarization programme for the Independent Directors is available on the website of the Companywww.aundeindia.com.
24. VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The Company has framed Whistleblower Policy and has established the necessary Vigil Mechanism as defined under Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for Directors and employees to report concerns about unethical behavior. No person has been denied access to the Chairman of the audit committee. The said policy has been posted on the website of the Companyatwww.aundeindia.com.
25. STATUTORY AUDITORS
M/s. Majibail & Co., Chartered Accountants, Mumbai (Firm Rgn. No. 105870W) being eligible offer themselves for re-appointment. M/s. Majibail & Co. has confirmed that the appointment will be within the prescribed limits specified in Section 139 of the Companies Act, 2013. Members are requested to appoint the auditors.
26. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sanjay Dholakia & Associates, Practicing Company Secretaries (Membership No. 2655, C.P. No. 1798) to undertake Secretarial Audit. The Report is annexed herewith as Annexure III.
27. OBSERVATIONS-AUDITOR & SECRETARIAL AUDITOR
Secretarial Auditor: As mentioned in the report, the Company was required to appoint a Chief Financial Officer (CFO as KMP), a Woman Director and an Independent Director on the Board. Your Directors would like to inform you that the Company has appointed Mrs. GurinderKaurKalsias Director on 12th August, 2015 in compliance with provisions. Similarly, Company is also in process of appointing Chief Financial Officer and Independent Director on the Board of the Company.
28. RELATED PARTY TRANSACTIONS
All transactions entered into with related party during the Financial Year as defined under Section 188(3) of the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were in the ordinary course of business and on arm''s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties during the Financial Year which were in conflict with the interest of the Company.
All Related Party Transactions are approved by Audit Committee. Prior omnibus approval is obtained from the Audit Committee in respect of the transactions which are repetitive in nature. The transactions entered into pursuant to omnibus approval so granted are reviewed on a quarterly basis by the Audit Committee.
Suitable disclosure as required by the Accounting Standards (AS 18) has been made in the notes to the Financial Statements. The Company has proposed to take approval of Members regarding Related Party Transactions propose to be enter into with related parties in next financial year through Ordinary Resolution.
The policy on Related Party Transactions as approved by the Board is available on the website of the Company. The same can be accessed on www.aundeindia.com.
None of the transactions with related parties falls under the scope of section 188(1) of the Companies Act,
2013. Information on transactions with related parties pursuant to section 134(3)(h)of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given as Annexure IV in FormAOC-2 and the same forms part of this report.
29. EXTRACT OF ANNUAL RETURN:
The extract of Annual Return in Form No. MGT -9, as provided under sub-section (3) of Section 92 of the Companies Act, 2013 annexed to the Boards'' report as Annexure V.
30. COST RECORDS AND AUDIT
Pursuant to the directives of the Central Government under the provisions of Section 148(1) of Companies Act, 2013, Company has maintained cost records and included the same in Books of Accounts.
The Company does not fulfill the criteriaâs mentioned in Rule 4 of Companies (cost records and audit) Rules, 2014, and hence Cost Audit is not applicable for the Financial year 2015-16.
31. ACKNOWLEDGMENT
Your Directors wish to place on record their appreciation for the co-operation extended by all the employees, Bankers, Financial Institutions, various State and Central Government authorities and Stakeholders.
For and on behalf of the Board
Place : Mumbai
Date :22nd April, 2016 Ajay Anand
Managing Director
Mar 31, 2015
Dear Shareholders,
The Directors are presenting the 18th Annual Report for the Financial
Period 2014-15 of your Company and the Audited Accounts for the
Financial Period ended 31st March 2015.
1. FINANCIALS :
(Rs.in Lacs)
Particulars For the period For the year ended
ended 31.03.2015 30.06.2014
(9 Months)
Revenue from Operations 8,912.27 14913.32
Less: Excise duty on domestic sale 830.94 1418.37
Revenue from operations (ne t) 8081.33 13494.95
Other Inco me 72.43 120.07
Profit before Interest,Tax,
Depreciation & Amortization, 303.21 1177.62
finance cost and exceptio nal items
Finance Cost/ Interest 628.02 883.16
Depreciation & amortization expenses 313.96 411.20
Exceptional Items 90.05 -
Profit / (Loss) before taxation (728.82) (116.74)
Provision for taxation
(incl. deferred tax ) (247.05) 20.96
Profit/ (Loss) for the year
carried to Balance Sheet (481.77) (137.70)
2. HIGHLIGHTS OF PERFORMANCE:
During the period under review, the Company's revenue from operations
stood at Rs. 8081.33 Lacs (9 Months) as against Rs. 13494.95 Lacs in the
previous year. The Operational revenue Rs. 8912.27 lacs of the Company is
earned through domestic sales of Rs. 7167.47 Lacs and Export Sales of Rs.
1744.80 Lacs. The Company has suffered a Net Loss of Rs. 481.77 Lacs as
compared to the Loss of Rs. 137.70 Lacs during the previous accounting
year.
Reasons for underperformance:
Cost of materials increased in FY 2015 majorly due to non-pass through
of rise in price of raw materials to the end customers. Write off of
obsolete inventory on account of phasing off of car models also had an
impact on the profitability.
3. CHANGE IN THE NATURE OF THE BUSINESS
There were no changes in the nature of business during the year under
review as prescribed in Rule 8(2) of the Companies (Accounts)
Rules,2014.
4. DIVIDEND:
Due to financial losses, your Board of Directors has not recommended
any dividend for the year.
5. RESERVES:
The Company has not transferred any amount to reserves due to losses in
current financial year.
6. CHANGE IN THE FINANCIAL YEAR:
The Company has changed its financial year from 1st July - 30th June to
1st July - 31st March, and from next financial year 1st April - 31st
March, pursuant to Second Proviso of Section 2(41) of the Companies
Act, 2013. As per Second Proviso of Section 2(41), all companies whos'
financial year is not in accordance with Section 2(41) of Companies
Act, 2013, shall, within a period of 2 years from commencement of the
Act, align its financial year as per the provisions of Section 2(41) of
Companies Act 2014.
7. DEPOSITS:
The Company has not accepted any deposit from the public falling within
the ambit of Section 73 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014, or under Chapter V of the
Companies Act, 2013.
8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A separate section on Management Discussion and Analysis is included in
this Annual Report.
9. CORPORATE GOVERNANACE AND SHAREHOLDERS INFORMATION
A separate section on Corporate Governance is included in the Annual
Report and the Certificate from the Company's auditors confirming the
compliance of conditions on Corporate Governance as stipulated in
Clause 49 of the Listing Agreement with the Stock Exchange(s), forms
part of this Annual Report.
10. DETAILS OF BOARD MEETINGS:
During the period under review, the Company has conducted 5 (Five)
Board Meetings on 30th August, 2014, 14th September, 2014, 28th
October, 2014, 13th February, 2015 and 27th February, 2015.
11. DIRECTORS
Mr. Ajay Anand, Managing Director of the Company, retires by rotation
at the ensuing Annual General Meeting of the Company, and being
eligible offers himself for re-appointment.
12. REMUNERATION COMMITTEE POLICY
The Company has constituted Remuneration Committee pursuant to Section
178(1) of the Companies Act, 2013 and has defined the policy on
Director's appointment and payment of remuneration including criteria
for determining qualifications, positive attributes, independence of a
Director.
13. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Companys' management is responsible for establishing and
maintaining an adequate system of internal financial control over
financial reporting. The Company has in place adequate systems of
internal control commensurate with its size and the nature of its
operations. These have been designed to provide reasonable assurance
with regard to recording and providing reliable financial and
operational information, complying with applicable statutes,
safeguarding assets from unauthorized use or losses, excluding
transaction with proper authorization and ensuring compliance of
corporate policies.
14. DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief according to the information
and explanations obtained by them, Board of Directors of the Company
makes the following statements in terms of Section 134(3)(c) of the
Companies Act, 2013:
(a) that in the preparation of annual financial statements for the
period ended March 31,2015, the applicable accounting standards have
been followed along with proper explanation relating to material
departures, if any;
(b) that such accounting policies have been selected by directors and
applied consistently and judgment and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state
of the Company's' affairs as at March 31, 2015 and of the loss of the
Company for the period ended March 31, 2015;
(c) that proper and sufficient care has been taken for the maintenance
of the adequate accounting records in accordance with the provisions of
the Companies Act, 2013 for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(d) that the annual financial statements have been prepared on a going
concern basis;
(e) that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively;
(f) that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
15. DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE
Aunde Achter & Ebels GmbH (Germany) are the JV partner of the Company
and is holding 42.82% shares of the Company.
16. EXTRACT OF ANNUAL RETURN:
The extract of Annual Return in Form No. MGT -9, as provided under
sub-section (3) of Section 92 of the Companies Act, 2013, annexed
herewith the Boards' report.
17. SECRETARIAL AUDIT
As required under Section 203 of the Companies Act, 2013, Secretarial
Audit Report as obtained from M/s. Sanjay Dholakia & Associates,
Practising Company Secretary is annexed and forms part of the Boards'
Report.
18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC. & FOREIGN
EXCHANGE EARNINGS AND OUTGOINGS
The information as required under Section 134(3)(m) of The Companies
Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014
with respect to conservation of energy, technology absorption and
foreign exchange earnings is Annexed to this report.
19. SIGNIFICANT MATERIAL ORDER PASSED BY COURTS
There are no significant material orders passed by the Regulators/
Courts which would impact the going concern status of the Company and
its future operations.
20. RISK MANAGEMENT POLICY
The Company has framed a Risk management policy which was approved by
the Board pursuant to the requirement of clause 49 of the Equity
Listing Agreement. There is a continuous process for identifying,
evaluating and managing significant risks faced through a risk
management process designed to identify the key risks faced by the
Company . Risks would include significant weakening in demand from
core-end markets, inflation uncertainties and any adverse regulatory
developments, etc. During the period a risk analysis and assessment was
conducted and no major risks were noticed.
21. CORPORATE SOCIAL RESPONSIBILITY
The Clause is not applicable to the Company as the Company is not
having profits in the current accounting period and the profit for
previous accounting years was less then Rs. 5.00 Cr.
22. RELATED PARTY TRANSACTION
All transactions entered into with related party as defined under
Section 188(3) of the Companies Act, 2013 and Clause 49 of the Listing
agreement during the financial period were in the ordinary course of
business and at an arms length pricing basis and do not attract the
provisions of Section 188 of the Companies Act, 2013. There were no
materially significant transactions with related parties during the
financial year which were in conflict with the interest of the Company.
Suitable disclosure as required by the Accounting Standards (AS18) has
been made in the notes to the Financial Statements.
23. ANNUAL BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, it's Committees and Directors
individually.
24. DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent
Director of the Company viz. Mr. Kapil Sethi and Mr. R. J. Avadhani,
that they meet the criteria of their Independence as laid down in
Section 146(6) of the Companies Act, 2013.
25. AUDITORS
M/s. Majibail & Company, Chartered Accountants, Mumbai ( Firm Reg.
No.105970W) being eligible offer themselves for re-appointment. M/s.
Majibail & Company has confirmed that in case they are reappointed, it
will be within the prescribed limits specified in Section 139 of the
Companies Act, 2013. Members are requested to appoint the auditors.
26. OBSERVATIONS Â AUDITOR & SECRETARIAL AUDITOR
Statutory Auditor:
There are no qualifications contained in the Auditors Report and
therefore, there are no further explanations to be provided for in this
Report.
Secretarial Auditor:
As mentioned in the report, the Company was required to appoint a Chief
Financial Officer(CFO as KMP) and Women Director on the Board. Your
Directors want to inform, that the Company is still in the process of
appointing the same.
27. COST RECORDS
Pursuant to the directives of the Central Government under the
provisions of Section 148(1) of Companies Act, 2013, Company has
maintained cost records and included the same in the Books of Accounts.
28. ACKNOWLEDGMENT
Your Directors wish to place on record their appreciation for the
co-operation extended by all the employees, Bankers, Financial
Institutions, various State and Central Government authorities and
stakeholders.
For and on behalf of the Board
FOR AUNDE INDIA LIMITED
Place : Mumbai
Date : 9th June, 2015 Ajay Anand
Chairman & Managing Director
Jun 30, 2014
Dear Members
The Directors are pleased to present the 17th Annual Report on the
working of the Company, together with the Audited Accounts for the year
ended 30th June 2014.
1. FINANCIALS:
(Rs. in lacs)
Particulars For the Year For the Year
ended ended
30.06.2014 30.06.2013
Revenue from Operations 14913.32 12541.37
Less Excise duty on domestic sale 1418.37 1228.96
Revenue from Operations (net) 13494.95 11312.41
Other Income 120.07 110.81
Profit before interest, tax, depreciation
& amortization, finance cost and
exceptional items 1740.60 1592.12
Finance Cost/Interest 883.16 689.56
Depreciation & amortization expenses 411.19 421.69
Profit/(Loss) Before Tax 446.25 480.86
Less: Tax Expenses
Current Tax 89.29 96.21
Deferred Tax 20.41 14.95
Profit/ (Loss) After Tax 336.55 369.70
OPERATING RESULTS
AUNDE India Limited achieved a net turnover of Rs. 13494. 95 Lacs
during the year, a noteworthy growth of 19.29% as compared to previous
year. The Export turnover stood at Rs. 2428.29 Lacs from Rs. 1650.11
Lacs as compare to previous year, a significant growth of 47.16%.
The revenues from operations for FY 2013-14 stood at Rs. 14913.32 Lacs
as against previous years Rs. 12541.37 Lacs which grew by 18.91% over
the last year. The Company earned a Profit Before Tax of Rs. 446.25
Lacs as compared to Rs. 480.86 Lacs. The Company earned a Net Profit of
Rs. 336.55 Lacs as compared to Rs. 369.70 Lacs in the previous year.
BUSINESS OVERVIEW
The Indian economy went through challenging times since the crisis in
the Euro Zone with a cyclical down turn with growth slowdown, elevated
current account deficit and persistent inflation. However, the Indian
economy recovered in the second quarter of FY 13-14 recording a growth
of 4.8 per cent. This follows a growth rate of 4.4 per cent in the
first quarter (Q1) of the current financial year FY-14-15.
Automotive textile industry''s growth depends on performance of
Automotive industry. The Indian auto industry witnessed a decline in
both passenger vehicles and in commercial vehicles segment by 4.7% and
22.4% respectively. For most of last year, the economy was hamstrung by
rising inflation and high interest rates, leading to relatively low
consumer interest in buying new vehicles, and, in many cases,
postponement of purchase. In the later part of the year, reduction in
excise duty and partial lifting of mining bans did help in recovery of
sentiment, but only to a limited extent. High delinquencies in vehicle
financing led to tightening of lending norms by financiers, which badly
impacted the sales of small commercial vehicles and passenger cars.
Though the Automobile industry was under pressure, Aunde India was
consistent in achieving notable sales growth of 18.91% during the year
and there was significant growth of 47.16% in exports. The company was
able to maintain its profitability vanquishing the rising of cost of
raw material, cost of labour, Inflation and the slowdown in automobile
industry throughout the year. In the current year the company is
expecting to maintain its export sale and will have road map to focus
on the domestic market as well so as to maintain its market
competitiveness and to become a market leader in auto textile segment.
DIVIDEND
In order to conserve resources for strengthening the on-going
project(s), your Directors do not recommend any dividend for the year
under review.
FIXED DEPOSITS
Your Company has not accepted any deposits from public in terms of the
Companies (Acceptance of Deposits) Rules, 1975, and no amount of
principal or interest was outstanding on the date of the Balance Sheet.
DIRECTORS
The Board of Directors at there meeting held on 17th March 2014
appointed Mr. Ajay Anand as Managing Director of Company for a term of
5 years w.e.f. 1st April 2014.
The Board of Directors at their meeting held on 18th January 2014
appointed Mr. R. J. Avadhani as an Additional Director of the Company.
As additional director Mr. R. J. Avadhani hold office till the date of
the forthcoming Annual General Meeting of the Company.
Mr. Kapil Sethi and Mr. R. J. Avadhani, being independent directors of
the Company, the Board is proposing appoint them as Independent
Directors of the Company for a period of five years pursuant to the
provisions of Section 149 of the Companies Act, 2013.
Mr. Rolf Konigs, Director of the Company retires by rotation at the
ensuing General Meeting pursuant to the provisions of the Companies
Act, 1956 and Articles of Association of the Company and being eligible
offers himself for re-appointment.
The Board recommends the appointment of aforesaid directors.
AUDITORS
M/s. Majibail & Company, Chartered Accountants, retire at the
forthcoming Annual General Meeting and are eligible for reappointment.
The retiring Auditors have furnished a Certificate of their eligibility
for reappointment under section 139 (1) of the Companies Act, 2013
(corresponding to section 224(1B) of the Companies Act, 1956), and have
indicated their willingness to continue. Members are requested to
appoint the auditors and fix their remuneration.
AUDITORS'' REPORT
The Auditors'' Report to the Shareholders does not contain any
reservation, qualification or adverse remark.
COST AUDITORS AND COST AUDIT REPORT
Pursuant to the directives of the Central Government under the
provisions of Section 144 of Companies Act 2013 (corresponding to
section 233B of the Companies Act, 1956), qualified Cost Auditors have
been appointed to conduct cost audits relating to several products
manufactured by the Company.
PARTICULARS OF EMPLOYEE
There are no employees drawing salary as required to be mentioned under
Section 217 (2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Details of energy conservation and research and development activities
undertaken by the Company alongwith the information in accordance with
the provisions of Section 217(1)(e) of the Companies Act, 1956, read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, are given as an Annexure to the Directors''
Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
The Directors confirm that:
(i) in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed alongwith proper explanation
relating to material departures;
(ii) the Company has selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent as to give a true and fair view of the state of affairs of the
Company at the end of the accounting year and of the profit or loss of
the Company for that period;
(iii) the Company has taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(iv) these Accounts have been prepared on a "going concern basis".
CORPORATE GOVERNANCE
A separate section on Corporate Governance is included in the Annual
Report and the Certificate from the Company''s auditors confirming the
compliance of conditions on Corporate Governance as stipulated in
Clause 49 of the Listing Agreement with the Stock Exchanges, forms part
of this Annual Report.
ACKNOWLEDGEMENT
Your Directors place on record their deep appreciation to employees at
all levels for their hard work, dedication and continued support.
The Board places on record its appreciation for the support and
co-operation your Company has been receiving from its suppliers,
buyers, vendors and others associated with the Company. The Directors
also take this opportunity to thank all investors/stakeholders, Banks,
Government and Regulatory Authorities for their continued support
For and on behalf of the Board
For AUNDE India Limited
Place: Mumbai
Date : 31.08.2014
Ajay Anand
Chairman & Managing Director
Jun 30, 2013
To the Members
The Directors are pleased to present the 16th Annual Report on the
working of the Company, together with the Audited Accounts for the year
ended 30th June 2013.
FINANCIALS :
(Rs.in Lacs)
Particulars For the Year For the Year
ended ended
30.06.2013 30.06.201 2
Revenue from Operations 12541.37 9182.43
Less Excise duty on domestic sale 1228.96 906.62
Revenue from Operations (net) 11312.41 8275.81
Other Income 110.81 16.13
Profit before interest, tax,
depreciation & amortization,
finance cost and exceptional items 1592.12 1556.38
Finance Cost/Interest 689.56 693.31
Depreciation & amortization expenses 421.70 391.88
Profit/(Loss) Before Tax 480.86 471.19
Less: Tax Expenses
Current Tax 96.21 97.12
Deferred Tax 14.95 24.16
Profit/ (Loss) After Tax 369.70 349.91
OPERATING RESULTS
AUNDE India Limited recorded a significant growth of 36.58% in gross
turnover from ` 9182.43 Lacs in the previous year to ` 12541.36 Lacs in
FY 2012-13. This is the highest turnover recorded by the Company
achieving a milestone of 100 Crores in the current year.
The revenues (net of excise) for FY 2012-13 of `11312.41 Lacs as
against previous years ` 8275.81 Lacs grew by 36.70% over last year due
to strong growth in volumes across products, markets and range of
fabrics offered by the Company. The Profit Before Tax and Profit After
Tax were ` 480.86 Lacs and `369.70 Lacs, showing a growth of 2.3% &
5.7% respectively.
BUSINESS OVERVIEW
FY 2012-13 was a challenging year for the economy, both globally and in
India. The world economy grew by a mere 3.1% in 2012 as compared to
3.9% in the previous year. The domestic situation in India was
influenced by these global trends and the ripple effect of a global
slowdown was felt. After years of strong positive growth, the Indian
economy slowed down to a GDP of 5% from 6.5% in the previous year.
The automotive textile industry is highly dependent on the growth of
the Automobile Industry and the sluggish growth of automobile industry
suppreses the growth of auto textile industry. AUNDE India is also
highly dependent upon the OEM''s demand for the seat fabric manufactured
by the Company. The demand for passenger vehicles was affected mainly
by weak sentiments, high cost of ownership, high interest rates, fuel
prices and reduction in discretionary spends. Overall growth in
Domestic passenger vehicle industry was flat in FY 2012-13.
Aunde India has continued on its growth path by achieving a milestone
turnover of Rs. 125 Crores recording a highest growth of 36.58%.
Company''s exports of Rs. 16.50 Crores have contributed to boost sales.
Going forward, company is hoping to get ample exports orders in current
year. The company is determined to maintain its turnover this year as
well. The Company''s efforts will be aiming towards maintaining its
market share of 40% by offering range of automotive fabrics and to be
competitive in the domestic market. The exports are growing slower due
to global slowdown, however, the company is hoping that once the global
markets will start gearing up, the company is very confident that it
will be able to locate new end users through AUNDE Global Group and
expand its exports market as well.
DIVIDEND
In order to conserve resources for strengthening the on-going capex,
your Directors do not recommend any dividend for the year under review.
FIXED DEPOSITS
Your Company has not accepted any deposits from public in terms of the
Companies (Acceptance of Deposits) Rules, 1975, and no amount of
principal or interest was outstanding on the date of the Balance Sheet.
DIRECTORS
The Board of Directors has appointed Mr. Salim Govani as an Additional
Director of the Company w.e.f. 15.09.2013. As Additional Director Mr.
Salim Govani hold office till the date of the forthcoming Annual
General Meeting of the Company. Mr. Salim Govani is a graduate and
having expertise in marketing & financial investments.
Mr. R. J. Avadhani who was appointed as Director of the Company w.e.f.
9.11.2009, resigned from the Board of Director of the Company w.e.f.
7th June 2013. The Board wishes to place on record its appreciation for
the contribution made by Mr. R. J. Avadhani and wishes him the best for
his future endeavors.
Mr. Rolf Konigs, Director of the Company retires by rotation at the
ensuing Annual General Meeting pursuant to the provisions the Companies
Act, 1956 and Articles of Association of the Company and being eligible
offers himself for re-appointment.
AUDITORS
M/s. Majibail & Company, Chartered Accountants, retire at the
forthcoming Annual General Meeting and are eligible for reappointment.
The retiring Auditors have furnished a Certificate of their eligibility
for re- appointment under section 224(1B) of the Companies Act, 1956,
and have indicated their willingness to` continue. Members are
requested to appoint the auditors and fix their remuneration.
PARTICULARS OF EMPLOYEES
There are no employees drawing salary as required to be mentioned under
Section 217 (2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Details of energy conservation and research and development activities
undertaken by the Company alongwith the information in accordance with
the provisions of Section 217(1)(e) of the Companies Act, 1956, read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, are given as an Annexure to the Directors''
Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
The Board of Directors confirm that:
(i) in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed alongwith proper explanation
relating to material departures;
(ii) the Company has selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent as to give a true and fair view of the state of affairs of the
Company at the end of the accounting year and of the profit or loss of
the Company for that period;
(iii) the Company has taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(iv) these Accounts have been prepared on a  going concern basis".
CORPORATE GOVERNANCE
A separate section on Corporate Governance is included in the Annual
Report and the Certificate from the Company''s auditors confirming the
compliance of conditions on Corporate Governance as stipulated in
Clause 49 of the Listing Agreement with the Stock Exchanges, forms part
of this Annual Report.
ACKNOWLEDGEMENT
Your Directors place on record their deep appreciation to employees at
all levels for their hard work, dedication and continued support.
The Board places on record its appreciation for the support and
co-operation your Company has been receiving from its suppliers,
buyers, vendors and others associated with the Company. The Directors
also take this opportunity to thank all investors/stakeholders, Banks,
Government and Regulatory Authorities for their continued support
For and on behalf of the Board
For AUNDE India Limited
Place: Mumbai
Date : 21.10.2013 (Ajay Anand)
Chairman & Managing Director
Jun 30, 2012
To the Members
The Directors are pleased to present the 15th Annual Report on the
working of the Company, together with the Audited Accounts for the year
ended 30th June 2012.
HIGHLIGHTS: -
FINANCIALS
(Rs. in Lacs)
Particulars For the
year ended For the
year ended
30th June 2012 30th June 2011
Sales 9182.43 7710.28
Profit before tax, depreciation &
amortization, finance costs and
exceptional items 1556.39 1287.69
Less: Depreciation & amortization expenses 391.88 338.48
Finance cost 693.31 545.93
Profit before tax 471.19 403.27
Less: Current Tax 97.12 81.10
Deferred Tax 24.16 -
Profit/ (Loss) After Tax 349.91 322.17
OPERATING RESULTS & PROFITS
The Company witnessed a growth of 19% during the year, as the
automotive industry showed moderate growth of 7.2% in FY2012. The
Company's domestic sales grew by 16% to Rs. 9010.03 Lacs and exports
grew by 3% to Rs. 172.30 Lacs. The Company has earned a Profit before
tax, depreciation & amortization, finance cost and exceptional items of
Rs.1556.39 Lacs as compared to Rs. 1287.69 in the previous year. The
Company earned net profit of Rs.349.91 Lacs as compared to net profit
of Rs. 322.17 Lacs during the previous year.
The auto sector reported a robust growth rate of 26 percent in the last
two years (2010-2012). However, the sector has shown a sluggish growth
of 7.2% percent in 2012. The trend is likely to stay in FY 2013, citing
a high ownership costs and slow rural income growth, with easing of
interest rates expected in the last quarter of the current fiscal the
demand is expected to get a fillip. However, the rising incomes,
improved affordability and untapped markets present promising
opportunities for automobile manufacturers in India. The sale of
passenger vehicles is expected to double in the next four years and
growth anticipated is higher than the growth achieved in the past 10
years.
The sluggish growth of automobile sector has affected the overall
growth of the company in terms of sales and profits. However, the
company has achieved a turnover of Rs. 9182.43 Lacs recording a growth
of 19% during the year and export turnover of Rs. 172.30 Lacs during
the year which is significant in terms of sales growth.
BUSINESS OVERVIEW
The Indian economy, which recorded a growth rate of 8.6% during FY
2010-11, started showing softening indicators in second half of FY
2010-11. This was mainly due to inflationary pressures and continued
anti-inflationary monetary steps taken by Reserve Bank of India (RBI)
coupled with the rising fiscal deficit of the Government. In the
current year, the inflation continued to remain at higher levels. On
the foreign exchange front, higher crude oil prices, lower net capital
inflows and lower export growth in the last six months of the year due
to worsening global economic scenario, adversely affected the Indian
currency.
The automotive industry was affected by the overall macro economic
factors discussed above. In particular, the demand was impacted due to
higher interest rates and slowing economy. Further, sharp increases in
petrol prices adversely impacted the demand for petrol vehicles.
The company which is reliant on the automotive industry expects that
the positive inflow of investment by foreign automakers and favorable
government support to the upcoming projects will boost sales of auto
industry and in turn company's sales will have significant growth in
the next year.
DIVIDEND
In order to conserve resources for strengthening the on-going
project(s), your Directors do not recommend any dividend for the year
under review.
FIXED DEPOSITS
Your Company has not accepted any deposits from public in terms of the
Companies (Acceptance of Deposits) Rules, 1975, and no amount of
principal or interest was outstanding on the date of the Balance Sheet.
DIRECTORS
Mr. Kapil Sethi, Director of the Company retires by rotation at the
ensuing Annual General Meeting pursuant to the provisions the Companies
Act, 1956 and Articles of Association of the Company and being eligible
offers himself for re-appointment. A brief resume of the above said
director is forming part of the corporate governance report.
AUDITORS
M/s. Majibail & Company, Chartered Accountants, retire at the
forthcoming Annual General Meeting and are eligible for reappointment.
The retiring Auditors have furnished a Certificate of their eligibility
for re- appointment under section 224(1B) of the Companies Act, 1956,
and have indicated their willingness to continue. Members are requested
to appoint the auditors and fix their remuneration.
PARTICULARS OF EMPLOYEE
There are no employees drawing salary as required to be mentioned under
Section 217 (2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS ANDOUTGO
Details of energy conservation and research and development activities
undertaken by the Company alongwith the information in accordance with
the provisions of Section 217(1)(e) of the Companies Act, 1956, read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, are given as an Annexure to the Directors'
Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, your
Directors confirm that:
(i) in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed alongwith proper explanation
relating to material departures;
(ii) the Company has selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent as to give a true and fair view of the state of affairs of the
Company at the end of the accounting year and of the profit or loss of
the Company for that period;
(iii) the Company has taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(iv) these Accounts have been prepared on a " going concern basis".
CORPORATE GOVERNANCE
A separate section on Corporate Governance is included in the Annual
Report and the Certificate from the Company's auditors confirming the
compliance of conditions on Corporate Governance as stipulated in
Clause 49 of the Listing Agreement with the Stock Exchanges, forms part
of this Annual Report.
ACKNOWLEDGEMENT
The Directors wish to convey their appreciation to all of the Company's
employees for their enormous personal efforts as well as their
collective contribution to the Company's performance. The Directors
would also like to thank the shareholders, customers, dealers,
suppliers, bankers and all the other business associates for the
continuous support given by them to the Company and their confidence in
its management.
By order of the Board of Directors
For AUNDE India Limited
Place: Mumbai
Date : 15th November, 2012
(Ajay Anand)
Chairman & Managing Director
Jun 30, 2010
The Directors are pleased to present the 13th Annual Report on the
working of the Company, together with the Audited Accounts for the year
ended 30th June 2010.
HIGHLIGHTS FINANCIALS
Rs./Lacs
Particulars 2009-2010 2008-2009
Sales 5619.69 3736.31
Profit before taxation 218.45 5.52
Less: Provision for Taxation current 39.57 0.67
Provision for deferred Tax 31.85 44.36
Provision for Fring Benefit Tax - 2.86
Profit/(Loss) After Taxation 147.03 (42.32)
Balance brought forward from Previous
Year 146.76 189.14
Profit available for appropriation 293.79 146.82
Less: Transfer to General Reserve 125.00 -
Balance carried over to the next year 168.79 146.76
BUSINESS OVERVIEW
During the year under review, the Company achieved a total turnover of
Rs. 5619.69 Lacs as compared to Rs. 3736.31 Lacs in 2008-09,
registering a growth of 50% YoY. The Company has earned a profit before
tax of Rs. 218.45 Lacs as compared to Rs. 5.52 in the year 2008-2009.
During the year under review, the Company earned a profit of Rs. 147.03
Lacs as compared to a loss of Rs. 42.32 Lacs in the previous year
2008-09.
During the year the company has grown immensely in terms of sales and
profitability due to the growth of automobile industry. The robust
growth of Indian automotive sector has facilitated AUNDE to boost its
sales during the year and to have remarkable profits. Being part of
AUNDE Global Group has enormously helped the Company to become a global
player. The Company now has tie ups with AUNDE Italy and AUNDE Brazil
for manufacturing of auto fabrics to cater international markets, with
innovative designer fabrics and quality products. Thus, AUNDE India is
expecting higher sales turnover in the current and coming years as
well.
FUTURE OUTLOOK
The Indian automotive industry in now integrating into a global
automotive supply chain and global automotive companies are looking at
India not only for its promising consumer market but as also an
efficient supplier base. New technologies in the production process are
constantly being introduced, and processes in the sales and service are
being evolved to meet the demands of the ever-changing market.
AUNDE India is setting up expansion projects in manufacture of knitted
fabrics by allocating and investing of Rs. 25 million for manufacturing
textrim, textab and warp knitted fabric. AUNDE India is in the process
of technological up-gradation of its installed machineries and
equipments so as to adapt the technological changes of auto textile
industry especially of global markets. Being part of AUNDE Global
Group, the company is confident of leaveraging the major market share
in auto textile segment.
DIVIDEND
In order to conserve resources for strengthening the on-going
project(s), your Directors do not recommend any dividend for the year
under review.
NAMECHANGE
In order to reflect the identity of the Company as part of AUNDE Global
Group, the Company has changed its name from AUNDE Faze Three Limited
to AUNDE India Limited at the Ex-ordinary General Meeting held on 15th
September 2010. The Company has received the Fresh Certificate of
Change of Name of the Company to AUNDE India Limited from Registrar of
Companies, Gujarat, and the name change has been effected from 8th
October 2010.
FIXED DEPOSITS
Your Company has not accepted any deposits from public in terms of the
Companies (Acceptance of Deposits) Rules, 1975, and no amount of
principal or interest was outstanding on the date of the Balance Sheet.
DIRECTORS
Mr. Rolf Konigs, Director of the Company retires by rotation at the
ensuing Annual General Meeting pursuant to the provisions the Companies
Act, 1956 and Articles of Association of the Company and is eligible
for re- appointment.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Details of energy conservation and research and development activities
undertaken by the Company alongwith the information in accordance with
the provisions of Section 217(1)(e) of the Companies Act, 1956, read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, are given as an Annexure to the Directors
Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Ad, 1956, your Directors
confirm that:
(i) in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed alongwith proper explanation
relating to material departures;
(ii) the Company has selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit or loss of
the Company for that period;
(iii) the Company has taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(iv) these Accounts have been prepared on a" going concern basis".
CORPORATE GOVERNANCE
A separate section on Corporate Governance is included in the Annual
Report and the Certificate from the Companys auditors confirming the
compliance of conditions on Corporate Governance as stipulated in
Clause 49 of the Listing Agreement with the Stock Exchanges, form part
of this Annual Report.
AUDITORS
M/s Majibail & Company, Chartered Accountants, who are the Statutory
Auditors of the Company hold office until the ensuing Annual General
Meeting. It is proposed to re-appoint them to examine and audit the
accounts of the Company for the Accounting Year 2010-11. M/s Majibail &
Company have, under Section 224(1 B) of the Companies Act, 1956
furnished the certificate of their eligibility for re-appointment.
ACKNOWLEDGEMENT
The Directors place on record their appreciation of the continued
support extended by the Companys clients, business associates,
supplier partners, bankers and investors during the year. The Directors
also place on record their appreciation of the dedication and
contributions made by the employees at all levels, who through their
competence, hard work and support have enabled the Company to achieve
growth and improved performance. The Directors look forward to their
continued support in the future as well.
For and on behalf of the Board
Place: Mumbai
Date: 19th November 2010 Ajay Anand
Managing Director
Jun 30, 2009
The Directors present the 12th Annual Report on the working of the
Company, together with the Audited Accounts for the year ended 30thJune
2009.
HIGHLIGHTS
FINANCIALS
Rs./Lacs
2008-2009 2007-2008
Sales 3736.31 4504.16
Profit before taxation 5.52 283.42
Less: Provision for Taxation current 3.48 32.11
Provision for deferred Tax 44.36 74.44
Profit /(Loss) After Taxation (42.32) 176.86
Balance brought forward from
Previous Year 189.14 312.27
Profit available for appropriation 146.82 489.14
Less: Transfer to General Reserve - 300.00
Balance carried over to the next year 146.76 189.15
BUSINESS OVERVIEW
During the year under review, the Company accounted a total turnover of
Rs. 3736.31 Lacs as compared to Rs. 4504.16 Lacs in 2007-08. The
Company has earned a profit before tax of Rs. 5.52 Lacs as compared to
Rs.283.42 in the year 2007-2008. During the year under review the
Company suffered a loss of Rs.42.32 Lacs.
The global recessionary impact affected the domestic demand for the
cars in the previous year. The steep rise in finance cost and cheaper
imports from China and other Asian counties, the auto and the auto
textile industries were adversely affected in turn reducing the
profitability of the Company. Besides the rise in raw material, other
input costs and operating costs have also affected the profitability of
the Company.
FUTURE OUTLOOK
With economy gearing up which is having a positive impact on the
automotive industry, the company is looking forward for healthy growth
in the sales in auto textiles in the current fiscal year. The Company
is in the process of launching new bands and products to add up by 2010
in the Car, Jeep, Van and Bus seat covers segments. AFTL is applying
its resources to acquire best of technology, design and quality by
tie-ups with Aunde Group Global. The AUNDE Group Global has in-house
design developers and product engineers. Tie up with group will be
advantageous to the Company for producing quality products with
innovative designs.
DIVIDEND
In view of the losses for the year, the Board of Directors does not
recommend any dividend during the year under review.
FIXED DEPOSITS
Your Company has not accepted any deposits from public in terms of the
Companies (Acceptance of Deposits) Rules, 1975, and no amount of
principal or interest was outstanding on the date of the Balance Sheet
DIRECTORS
Mr. Kapil Sethi, Director of the Company retires by rotation at the
ensuing Annual General Meeting pursuant to the provisions the Companies
Act, 1956 and Articles of Association of the Company and is eligible
for re- appointment Mr. R. J. Avadhani, who was appointed as additional
director of the Company on 09.11.2009, holds the office as Director up
to the date of ensuing Annual General Meeting and a Notice under
Section 257 of the Companies Act, 1956 has been received from a member
proposing the appointment as a Director of the Company.
Mr. G. G. Prabhu, Non-executive independent Director, resigned from the
Board w.e.f. 30.09.2009. The Board would like to place on record its
appreciation for the valuable contribution made by Mr. G. G. Prabhu
during his tenure as director of the Company.
PARTICULARS OF EMPLOYEES
There are no employees drawing salary as required to be mentioned under
Section 217 (2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Details of energy conservation and research and development activities
undertaken by the Company alongwith the information in accordance with
the provisions of Section 217(1)(e) of the Companies Act, 1956, read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, are given as an Annexure to the
DirectorsReport.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, your
Directors confirm that
(i) in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed alongwith proper explanation
relating to material departures;
(ii) the Company has selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit or loss of
the Company for that period;
(iii) the Company has taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(iv) these Accounts have been prepared on a " going concern basis".
CORPORATE GOVERNANCE
A separate section on Corporate Governance is included in the Annual
Report and the Certificate from the Companys Auditors confirming the
compliance of conditions on Corporate Governance as stipulated in
clause 49 of the Listing Agreement with the Stock Exchanges, form part
of this Annual Report.
AUDITORS
M/s Majibail & Company, Chartered Accountants, who are the Statutory
Auditors of the Company hold office until the ensuing Annual General
Meeting. It is proposed to re-appoint them to examine and audit the
accounts of the Company for the fiscal year 2009-10. M/s Majibail &
Company have, under Section 224(1 B) of the Companies Act, 1956
furnished the certificate of their eligibility for re-appointment
ACKNOWLEDGEMENT
The Directors gratefully acknowledge the valuable guidance and support
extended by the Bankers and Financial Institutions.
The employees of the Company have continued to display their total
commitment towards the pursuit of excellence. The Directors wish to
convey their appreciation to all of the Companys employees for their
enormous personal efforts as well as their collective contribution to
the Companys performance.
The Directors are also thankful to the shareholders for their faith and
continued support in the endeavors of the Company.
For and on behalf of the Board
Place: Mumbai
Date: 27th November 2009
Ajay Anand
Managing Director