Mar 31, 2018
BOARDâS REPORT
To The Members,
The Directors are pleased to present 39th Annual Report covering the operational and financial performance of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2018.
FINANCIAL HIGHLIGHTS
(Rs. in lakhs)
Particulars |
2017-2018 |
2016-2017 |
Revenue from operations |
9965.60 |
10452.07 |
Other Income |
7.92 |
13.06 |
Total Revenue |
9973.52 |
10465.13 |
Profit before Depreciation & Tax |
861.13 |
858.86 |
Depreciation |
474.27 |
441.05 |
Profit before Tax & Exceptional Items |
386.86 |
417.81 |
Current tax inclusive of earlier year tax |
(86.42) |
(146.44) |
Deferred Tax Asset/Liability |
(54.70) |
4.61 |
Profit after Tax |
245.74 |
275.98 |
Other Comprehensive Income A (i) Items that will not be reclassified to profit or loss Remeasurements of net defined benefit plans |
7.41 |
(2.90) |
Income tax relating to above items |
(2.45) |
0.96 |
Total Comprehensive Income for the period |
250.70 |
274.04 |
Earning Per Share |
Rs. 2.40 |
Rs. 2.69 |
KEY HIGHLIGHTS/ REVIEW OF OPERATIONS
During the period under consideration the revenue of the Company has decreased from Rs. 10465.13 lakh to Rs 9973.52 lakh.
The net profit after Tax of the Company has decreased from Rs. 275.98 lakh to Rs. 245.74 lakh. Your directors hope for better results in the coming financial years. There is a decrease of 10.96% in profits for the year ended 31.03.2018 as compared to the profits earned in financial year ending 31.03.2017.
STATEMENT OF AFFAIRS
The company specializes in the production of Mink Blankets and Bed Covers. The manufacturing unit boasts of state-of-the- art machinery based on the most advanced technology which has been specially imported for the production facility. The company has stream lined facilities for knitting, dyeing, processing, printing, finishing and packaging. The complete facility is backed by the team of highly skilled and experienced workforce, who ensure zero defects at every stage of production. It is expected that the company will achieve good growth in times to come.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT
There are no material changes affecting the affairs of the company which have occurred between the end of the financial year on March 31, 2018 of the company to which the financial statements relate and the date of this report.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the Business during the financial year under review.
DIVIDEND & RESERVES
In order to meet the working capital requirements of the Company, no Dividend has been recommended. During the period under review, no amount was transferred to General Reserve.
DEPOSITS
Your Company has no unclaimed / unpaid matured deposit or interest due thereon. Your Company has not accepted any deposits covered under âChapter V - Acceptance of Deposits by Companiesâ under the Companies Act, 2013 during the financial year ended March 31, 2018.
CAPITAL STRUCTURE
The Authorized Share Capital of the Company as on March 31, 2018 stands at Rs. 12,00,00,000/- divided into1,20,00,000 equity shares of Rs. 10/- each. The Paid up Equity Share Capital as at March 31, 2018 stood at Rs. 10,25,97,500/- divided into1,02,59,750 equity shares of Rs. 10/- each and the Subscribed and Paid-up Share Capital is Rs. 10,25,97,500/- divided into1,02,59,750 equity shares of Rs. 10/- each fully paid-up.
During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2018, none of the Directors of the Company hold instruments convertible into equity shares of the Company.
MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT
Managementâs Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) read with Schedule V (B) of the Securities of Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
Your company does not have any unlisted/listed subsidiary company or Joint Venture or any Associate Company, pursuant to the provisions of the Rule 8 of Companies (Accounts) Rules, 2014, therefore, no requirement of attachment of Form AOC-1.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act 2013, your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care 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) the Directors have prepared the annual accounts on a âgoing concernâ basis;
e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an armâs length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or covered under Section 188 of the Companies act, 2013. Hence, the details of such contracts or arrangements with its related parties are not disclosed in Form AOC-2 as prescribed under the Companies Act, 2013 and the Rules framed thereunder.
Considering the nature of the industry in which the Company operates, transactions with related parties of the Company are in the ordinary course of business specially w.r.t. transactions which are also on armsâ length basis. All such related Party Transactions are placed before the Audit Committee for approval, wherever applicable. Prior omnibus approval for normal business transactions is also obtained from the Audit Committee for the related party transactions which are of repetitive nature as well as for the normal business transactions which cannot be foreseen and accordingly the details of related party transactions entered into by the company pursuant to each of the omnibus approval give has been reviewed by audit committee on a quarterly basis in terms of the approval of the Committee.
The Policy on dealing with related party transactions and on determining materiality of related party transactions as approved by the Board may be accessed on the Companyâs website at the link http://www.prakashwoollen.com/reports/polices/related-party-policy.pdf
RISK MANAGEMENT
In accordance with provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to maintain Risk Management Committee.
Further, a Risk Management Policy of the Company as adopted by the Board during the FY 2014-15 is available on Companyâs Website at the link http://www.prakashwoollen.com/reports/polices/PWM Risk Management Policy.pdf
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to the provisions of Section 135 of the Companies Act, 2013 every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board and shall formulate a Corporate Social Responsibility Policy. Your Company is not falling under the preview of said section during the year.
INTERNAL FINANCIAL CONTROLS
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
The Companyâs Internal Control Systems are commensurate with the nature of its business and the size and complexity of its operations. It comprises of audit and compliance by internal audit checks by M/s Agarwal Pawan Kumar & Co., Internal Auditors of the Company.
The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the financial transactions and review various business processes. Independence of the Internal Auditors and compliance is ensured by the direct report of Internal Auditors to the Audit Committee of the Board.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Company is managed and controlled by a Board comprising an optimum blend of Executives and Non-Executive Professional Directors. As on March 31, 2018, the Board of Directors consists of Nine (9) Directors including (1) Chairman & Managing Director, (2) Whole time Director and six (6) Non-executive Directors, out of which five (5) are Independent Directors including one Woman Director. The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015 and the relevant provisions of the Companies Act, 2013. All the Directors possess the requisite qualifications and experience in general corporate Management, finance, banking and other allied fields which enable them to contribute effectively to the Company in their capacity as Directors of the Company.
There is no change in directors except that change in designation of Mr. Ved Prakash Gupta from Whole Time Director to Non-Executive Director of the Company w.e.f. 1st June, 2017.
Ms. Shivangi Agarwal, Company Secretary and Compliance Officer resigned with effect from 12th June 2018 and Ms. Ruchi Gupta was appointed as Company Secretary and Compliance Officer with effect from 12th June 2018. There has been no change in any other Key Managerial Personnel of the Company during the year.
DECLARATION BY INDEPENDENT DIRECTORS
There was no Appointment and Re-appointment of Independent Director during the year.
The existing Independent directors had submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of Section 149 read with Schedule IV of the Companies Act, 2013. The Board confirms that the independent directors meet the criteria as laid down under the Companies Act, 2013.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
In accordance with the provisions of Schedule IV to the Companies Act, 2013 and Regulation 25(3) of SEBI (LODR), 2015, a separate meeting of the Independent Directors of the Company was held on 20th March 2018 to discuss the agenda items as prescribed under the applicable laws. The meeting was attended by all Independent Directors of the Company.
FORMAL ANNUAL EVALUATION
The Companies Act, 2013 and SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation i.e. evaluation of the performance of: (i) the Board as a whole, (ii) individual directors (including independent directors and Chairperson) and (iii) various Committees of the Board
The framework includes the evaluation of directors on various parameters such as:
- Board dynamics and relationships
- Information flows
- Decision-making
- Relationship with stakeholders
- Company performance and strategy
- Tracking Board and committeesâ effectiveness
- Peer evaluation
In compliance with the Companies Act, 2013 and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Board has carried out an evaluation of its own performance, Committees and performance of individual Directors during the period under review. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfillment of Directorsâ obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation involves Self-Evaluation by the Board Members and subsequent assessment by the Board of Directors. The Board of Directors expressed their satisfaction with the evaluation process.
The details of the framework for performance evaluation of Independent Directors, Board, Committees and other individual Directors are placed on the website of the company at the link: http://prakashwoollen.com/node/190
The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: www.prakashwoollen.comhttp://www.prakashwoollen.com/node/278
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, key managerial personnel and senior management of the company. This policy also lays down criteria for selection and appointment of Board Members. The details of the policy are explained in the Corporate Governance Report.
AUDITORS
Statutory Auditors
The shareholders of the Company at AGM held on September 23rd 2016 had appointed M/s. A. Anand & Co., Chartered Accountants (Firm Registration No. 005147c), as the Statutory Auditors of the Company for an initial term of 5 years, , i.e., at the Thirty Seventh Annual General Meeting of the Company to hold such office till the conclusion of the Forty Second Annual General Meeting of the Company , subject to ratification by members at every AGM, if required under the provisions of the Companies Act, 2013. However, the Companies Amendment Act, 2013 has deleted the condition of ratification of statutory auditors.
AUDITORSâ REPORT
The Report given by M/s. A. Anand & Co, Statutory Auditors on the financial statement of the Company for the year ended March 2018 is part of the Annual Report. There are no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.
Cost Auditors
Companies (cost records and audit) (Amendment) Rules, 2015 are not applicable on the Company for the financial year 2017-18: Secretarial Auditor
The Board had appointed Mr. R.S. Bhatia (CP No.2514). Practicing Company Secretary, to carry out Secretarial Audit in accordance with the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the financial year ended March 31, 2018. The Secretarial Audit Report for the financial year ended March 31, 2018 has been obtained and does not contain any qualification, which requires any comments from the Board. A copy of Secretarial Audit Report from Mr. R.S. Bhatia for financial year ended March 31, 2018 in the prescribed Form No. MR-3 is annexed to this report as Annexure I.
COMPOSITION OF COMMITTEES
Audit Committee
The Board of Directors of the Company has a duly constituted Audit Committee in terms of the provisions of Section 177 of the Companies Act, 2013 read with the Rules framed thereunder and Regulation 18 of the Listing Regulations. The terms of reference of the Audit Committee has been approved by the Board of Directors. Composition of the Audit Committee, number of meetings held during the year under review, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report.
The Audit Committee comprises Independent Directors namely Mr. Vijay Anand Rastogi (Chairman), Mr. Mahendra Kumar Agarwal and Dr. Satish Kumar Raj as other members. All the recommendations made by the Audit Committee were accepted by the Board.
Nomination and Remuneration Committee
The Board of Directors constituted a Nomination and Remuneration Committee comprising three Non-Executive Independent Directors namely Mr. Vijay Anand Rastogi (Chairman), Mr. Mahendra Kumar Agarwal and Dr. Satish Kumar Raj as other members The function of the Nomination and Remuneration Committee includes recommendation of appointment of Whole-time Director(s)/ Managing Director/ Joint Managing Director and recommendation to the Board of their remuneration.
A Nomination and Remuneration Committee has been constituted under section 178 of the Companies Act 2013 for formulization of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.
The aforesaid policy has been posted on the Website of the Company (http://www.prakashwoollen.com/reports/polices/nomination-remuneration-policy.pdf)
Stakeholder Relationship Committee
The Board of Directors constituted a Stakeholder Relationship Committee comprising three Non- Executive Independent Directors namely Mr. Vijay Anand Rastogi (Chairman), Mr. Pramod Kumar Agarwal and Ms. Sushma Pandey as other members. The Stakeholder Relationship Committee, inter alia, oversees and reviews all matters connected with the investor services in connection with applications received and shares allotted in the Initial Public Offer, status of refund account, conversion of partly paid shares into fully paid shares, rematerialization and dematerialization of shares and transfer of shares of the Company.
The Committee oversees performance of the Registrar and Transfer Agents of the Company and recommends measures for overall improvement in the quality of investor services.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of provisions of Section 177 of the Companies Act, 2013 and Rules framed thereunder read with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, includes an Ethics & Compliance Task Force comprising senior executives of the Company. The Company has a whistle blower policy/ vigil mechanism for directors and employees to report genuine concerns or grievances.
The whistle Blower policy has been posted on the Website of the Company (http://www.prakashwoollen.com/reports/polices/whistle-blower-policy.pdf)
MEETINGS OF THE BOARD OF DIRECTORS
Five meetings of the Board of Directors were held during the financial year 2017-18 i.e. on 26.05.2017, 18.08.2017, 12.09.2017, 14.12.2017 and 12.02.2018.The details of the meetings of the Board held during the financial year 2017-18 forms part of the Corporate Governance Report.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
The Company has not given any loan, made investment and provided security in terms of section 186 of the Companies Act, 2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure II to this Report.
DEPOSIT
Your Company has neither accepted nor any fixed deposit was outstanding as on the Balance Sheet date.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return in Form No. MGT - 9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure III and forms an integral part of this Report.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your Directors state that during the financial year ended March 31, 2018 under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:
Non-executive directors |
Ratio to median Remuneration |
Mr. Vijay Anand Rastogi |
0.08:1 |
Mr. Pramod Kumar Agarwal |
0.08:1 |
Mr. Mahendra Kumar Agarwal |
0.09:1 |
Mr. Satish Kumar Raj |
0.07:1 |
Ms. Sushma Pandey |
0.04:1 |
Mr. Ved Prakash Gupta |
0.01:1 |
Executive directors |
Ratio to median Remuneration |
Mr. Vijay Kumar Gupta |
10.68:1 |
Mr. Daya Kishan Gupta |
10.68:1 |
Mr. Jai Kishan Gupta |
10.68:1 |
b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:
Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary |
% increase in remuneration in the financial year |
Mr. Vijay Kumar Gupta |
7.14 |
Mr. Daya Kishan Gupta |
7.14 |
Mr. Jai Kishan Gupta |
7.14 |
Mr. Ved Prakash Gupta |
- 99.79 |
Mr. Vijay Anand Rastogi |
0.00 |
Mr. Pramod Kumar Agarwal |
44.44 |
Mr. Mahendra Kumar Agarwal |
0.00 |
Mr. Satish Kumar Raj |
- 26.67 |
Ms. Sushma Pandey |
- 22.22 |
Ms. Shivangi Agarwal |
4.54 |
Remuneration of Independent Director is sitting fees.
c. The percentage increase in the median remuneration of employees in the financial year: 0.74%
d. The number of permanent employees on the rolls of Company : 30
e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
The average annual increase was around 11.12%.
Decrease in the managerial remuneration for the year was - 10%
f. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms remuneration is as per the remuneration policy of the Company.
Information Pursuant to compliance Section 197 of the Act read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
S. No |
Name of The Employee |
Designation |
Nature of Employment |
Educational Qualification |
Age |
Experience (in years) |
Date of Joining |
Remuneration Paid (?) |
Whether employee is relative of Director |
1 |
Vijay Kumar Gupta |
Whole Time Director & CFO |
Permanent |
Commerce Graduate |
65 |
39 |
23/08/1979 |
4500000 |
Brother of Mr. Daya Kishan Gupta, Mr. Jai Kishan Gupta, Mr. Ved Prakash Gupta |
2 |
Daya Kishan Gupta |
Whole Time Director |
Permanent |
Commerce Graduate |
69 |
39 |
23/08/1979 |
4500000 |
Brother of Mr. Vijay Kumar Gupta, Mr. Jai Kishan Gupta, Mr. Ved Prakash Gupta |
3 |
Jai Kishan Gupta |
Chairman & Managing Director |
Permanent |
Commerce Graduate |
71 |
39 |
23/08/1979 |
4500000 |
Brother of Mr. Vijay Kumar Gupta, Mr. Daya Kishan Gupta, Mr. Ved Prakash Gupta |
4 |
Kapil Gupta |
Vice President-Sales & Marketing |
Permanent |
M.Com |
43 |
18 |
1/6/2004 |
1764000 |
Son of Mr. Daya Kishan Gupta |
5 |
Adeep Gupta |
Vice President-Production |
Permanent |
Commerce Graduate |
46 |
21 |
1/7/2004 |
1764000 |
Son of Mr. Jai Kishan Gupta |
6 |
Ashish Gupta |
Vice President-Finance |
Permanent |
Commerce Graduate |
39 |
14 |
1/7/2004 |
1764000 |
Son of Mr. Vijay Kumar Gupta |
7 |
Sanjay Kumar Agarwal |
Manager-Plant & Operations |
Permanent |
Mechanical Engineer-B.E |
58 |
32 |
1/4/2000 |
1764000 |
NIL |
8 |
Praveen Gupta |
Manager Accounts |
Permanent |
B.Com, FCA |
58 |
32 |
1/11/1994 |
1767000 |
NIL |
9 |
Omkar Dongre |
General Manager |
Permanent |
Diploma in Industrial Management |
59 |
37 |
1/1/2015 |
1827000 |
NIL |
Change in designation of Mr. Ved Prakash Gupta was made from Whole Time Director to Director w.e.f. 1stJune 2017.
GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares/ ESOP) to employees of the Company under any scheme.
4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.
Your Directors proudly acknowledge the contribution and hard work of the employees of the Company and its subsidiaries at all levels, who, through their competence, hard work, solidarity and commitment have enabled the Company to achieve consistent growth.
For and on behalf of the Board of Directors
Sd/-
Place : Vill Amhera (J.P. Nagar) Jai Kishan Gupta
Date : 11th August 2018 Chairman and Managing Director
DIN: 00337659
Mar 31, 2016
BOARDâS REPORT
To The Members,
The Directors are pleased to present their Report for the Financial Year ended March 31, 2016. FINANCIAL SUMMARY OF THE COMPANY
Particulars |
(Rs. in lacs) 2015-2016 |
(Rs. in lacs) 2014-2015 |
Gross Sales |
9498.57 |
8818.36 |
Other Income |
28.39 |
27.66 |
Total Revenue |
9526.96 |
8846.02 |
Profit before Depreciation & Tax |
811.08 |
715.93 |
Depreciation |
419.90 |
360.79 |
Profit before Tax |
391.18 |
355.14 |
Tax adjustment for Current year |
(120.19) |
(93.29) |
Tax adjustment for Deferred Tax |
(5.67) |
(28.01) |
Profit after Tax |
265.32 |
233.84 |
KEY HIGHLIGHTS/ REVIEW OF OPERATIONS
During the period under consideration the revenue of the Company has increased from Rs. 8818.36 lakh to Rs 9498.57 lakh.
However the net profit after Tax of the Company has increased from Rs. 233.84 Lakh to Rs. 265.32 Lakh. Your directors hope for better results in the coming financial years.
STATEMENT OF AFFAIRS
The company specializes in the production of Mink Blankets and Bed Covers. The manufacturing unit boasts of state-of-the- art machinery based on the most advanced technology which has been specially imported for the production facility. The company has streamlined facilities for knitting, dyeing, processing, printing, finishing and packaging. The complete facility is backed by the team of highly skilled and experienced workforce, who ensure zero defects at every stage of production.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT
There are no material changes affecting the affairs of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.
CHANGE IN NAME OF THE COMPANY
The Shareholders may recall that by way of Postal Ballot held on 10.07.2015, approval was obtained to change the name of company from Prakash Woollen Mills Limited to Prakash Woollen & Synthetic Mills Limited. Subsequently company received a fresh Certificate of Incorporation dated 27.07.2015.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the Business during the financial year under review.
DIVIDEND & RESERVES
In order to meet the additional working capital requirements of the Company, No Dividend has been declared. During the period under review, no amount was transferred to General Reserve.
CAPITAL STRUCTURE
The paid up Equity Share Capital as at March 31, 2016 stood at 1025.98 Lakh. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2016, none of the Directors of the Company hold instruments convertible into equity shares of the Company.
MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT
Managementâs Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) read with Schedule V (B) of the Securities of Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
Your company does not have any unlisted/listed subsidiary company or Joint Ventures or any Associate Companies.
Pursuant to the provisions of the Rule 8 of Companies (Accounts) Rules, 2014, Form AOC-1 is attached as Annexure I.
DIRECTORSâ RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care 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) the Directors have prepared the annual accounts on a âgoing concernâ basis;
e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an armâs length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or covered under Section 188 of the Companies act, 2013. Hence, the details of such contracts or arrangements with its related parties are not disclosed in Form AOC-2 as prescribed under the Companies Act, 2013 and the Rules framed there under.
Considering the nature of the industry in which the Company operates, transactions with related parties of the Company are in the ordinary course of business specially w.r.t. transactions which are also on armsâ length basis. All such related Party Transactions are placed before the Audit Committee for approval, wherever applicable. Prior omnibus approval for normal business transactions is also obtained from the Audit Committee for the related party transactions which are of repetitive nature as well as for the normal business transactions which cannot be foreseen and accordingly the details of related party transactions entered into by the company pursuant to each of the omnibus approval give has been reviewed by audit committee on a quarterly basis in terms of the approval of the Committee.
The Policy on dealing with related party transactions and on determining materiality of related party transactions as approved by the Board may be accessed on the Companyâs website at the link http://www.prakashwoollen.com/reports/polices/related-party-policy.pdf
RISK MANAGEMENT
In accordance with provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to maintain Risk Management Committee. Hence, at the meeting of the Board of Directors held on 08.02.2016, your directors decided to dissolve the Risk Management Committee w.e.f. 08.02.2016. The roles and responsibilities as entrusted with the committee earlier shall be looked into by the Board at their Board Meetings.
Further, a Risk Management Policy of the Company as adopted by the Board during the FY 2014-15 is available on Companyâs Website at the link http://www.prakashwoollen.com/reports/polices/PWM Risk Management Policy.pdf
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to the provisions of Section 135 of the Companies Act, 2013 every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board and shall formulate a Corporate Social Responsibility Policy. Your Company is not falling under the preview of said section during the year.
INTERNAL FINANCIAL CONTROLS
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
The Companyâs Internal Control Systems are commensurate with the nature of its business and the size and complexity of its operations. It comprises of audit and compliance by internal audit checks by M/s Agarwal Pawan Kumar & Co, Internal Auditors of the Company.
The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the financial transactions and review various business processes. Independence of the Internal Auditors and compliance is ensured by the direct report of Internal Auditors to the Audit Committee of the Board.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
No change has occurred during the Financial Year 2016 DECLARATION BY INDEPENDENT DIRECTORS
There was no Appointment and Re-appointment of Independent Director during the year.
The existing Independent directors had submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of Section 149 read with Schedule IV of the Companies Act, 2013. The Board confirms that the independent directors meet the criteria as laid down under the Companies Act, 2013.
FORMAL ANNUAL EVALUATION
The Companies Act, 2013 mandates that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of directors on various parameters such as:
- Board dynamics and relationships
- Information flows
- Decision-making
- Relationship with stakeholders
- Company performance and strategy
- Tracking Board and committeesâ effectiveness
- Peer evaluation
The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board and as collated by Nomination and Remuneration Committee and the Board expressed its satisfaction.
The details of the framework for performance evaluation of Independent Directors, Board, Committees and other individual Directors are placed on the website of the company at the link: http://prakashwoollen.com/node/190
The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: http://prakashwoollen.com/node/189
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, key managerial personnel and senior management of the company. This policy also lays down criteria for selection and appointment of Board Members. The details of the policy are explained in the Corporate Governance Report.
AUDITORS AND AUDITORSâ REPORT
Statutory Auditors
M/s A. Anand & Co., Chartered Accountants, (Firm Registration No. 005147C), Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.
The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse remark.
Cost Auditors
Companies (cost records and audit) (Amendment) Rules, 2015 are not applicable on the Company for the financial year 2015-16: Secretarial Auditor
Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company with the approval of the Board, appointed Shri Rupinder Singh Bhatia (PCS No. 2514), Practicing Company Secretary to conduct the Secretarial Audit of the Company for the financial year 2015- 16, as required under Companies Act, 2013. The Secretarial Audit Report forms part of the Annual Report as Annexure II to the Boardâs Report
The Secretarial Audit Report contains the qualification that the date of birth of Mr. Jai Kishan Gupta is different in DIN details as compared to PAN data base. With reference to difference in date of birth, Mr. Jai Kishan Gupta explained that date of birth in PAN data base is incorrect and he had applied for correction in PAN data base.
COMPOSITION OF COMMITTEES
Audit Committee
The Audit Committee comprises Independent Directors namely Mr. Vijay Anand Rastogi (Chairman), Mr. Mahendra Kumar Agarwal and Dr. S.K Raj as other members. All the recommendations made by the Audit Committee were accepted by the Board.
Nomination and Remuneration Committee
The Board of Directors constituted a Nomination and Remuneration Committee comprising three Non-Executive Independent Directors namely Mr. Vijay Anand Rastogi (Chairman), Mr. Mahendra Kumar Agarwal and Dr. S.K Raj as other members The function of the Nomination and Remuneration Committee includes recommendation of appointment of Whole-time Director(s)/ Managing Director/Joint Managing Director and recommendation to the Board of their remuneration.
A Nomination and Remuneration Committee has been constituted under section 178 of the Companies Act 2013 for formulization of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.
The aforesaid policy has been posted on the Website of the Company (http://www.prakashwoollen.com/reports/polices/nomination-remuneration-policy.pdf)
Stakeholder Relationship Committee
The Board of Directors constituted a Stakeholder Relationship Committee comprising three Non-Executive Independent Directors namely Mr. Vijay Anand Rastogi (Chairman), Mr. Vijay Kumar Gupta and Mr. Daya Kishan Gupta as other members. The Stakeholder Relationship Committee, inter alia, oversees and reviews all matters connected with the investor services in connection with applications received and shares allotted in the Initial Public Offer, status of refund account, conversion of partly paid shares into fully paid shares, dematerialization and dematerialization of shares and transfer of shares of the Company.
The Committee oversees performance of the Registrar and Transfer Agents of the Company and recommends measures for overall improvement in the quality of investor services.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, includes an Ethics & Compliance Task Force comprising senior executives of the Company. The Company has a whistle blower policy/ vigil mechanism for directors and employees to report genuine concerns or grievances.
The whistle Blower policy has been posted on the Website of the Company (http://www.prakashwoollen.com/reports/polices/whistle-blower-policy.pdf)
MEETINGS OF THE BOARD OF DIRECTORS
Five meetings of the Board of Directors were held during the year. The details of the meetings of the Board held during the financial year 2015-16 forms part of the Corporate Governance Report.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
The Company has not given any loan, made investment and provided security in terms of section 186 of the Companies Act, 2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure III to this Report.
DEPOSIT
Your Company has neither accepted nor any fixed deposit was outstanding as on the Balance Sheet date.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return in Form No. MGT - 9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure IV and forms an integral part of this Report.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:
Non-executive directors |
Ratio to median Remuneration |
Mr. Vijay Anand Rastogi |
0.05:1 |
Mr. Pramod Kumar Agarwal |
0.03:1 |
Mr. Mahendra Kumar Agarwal |
0.06:1 |
Mr. Satish Kumar Raj |
0.05:1 |
Ms. Sushma Pandey |
0.05:1 |
Executive directors |
Ratio to median Remuneration |
Mr. Vijay Kumar Gupta |
7.51:1 |
Mr. Daya Kishan Gupta |
7.51:1 |
Mr. Jai Kishan Gupta |
7.51:1 |
Mr. Ved Prakash Gupta |
6.01:1 |
b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:
Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary |
% increase in remuneration in the financial year |
Mr. Vijay Kumar Gupta |
0 |
Mr. Daya Kishan Gupta |
0 |
Mr. Jai Kishan Gupta |
0 |
Mr. Ved Prakash Gupta |
0 |
Mr. Vijay Anand Rastogi |
- 45.95 |
Mr. Pramod Kumar Agarwal |
- 50.00 |
Mr. Mahendra Kumar Agarwal |
- 21.88 |
Mr. Satish Kumar Raj |
- 9.09 |
Ms. Sushma Pandey |
100.00 |
Ms. Shivangi Agarwal |
45.21 |
* Remuneration of Independent Director is sitting fees.
c. The percentage increase in the median remuneration of employees in the financial year: 5.71%
d. The number of permanent employees on the rolls of Company: 27
e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
The average annual increase was around 9.51%.
No increase was made in managerial remuneration for the year.
f. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms remuneration is as per the remuneration policy of the Company.
Information Pursuant to compliance Section 197 of the Act read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
S. No |
Name of The Employee |
Designation |
Nature of Employment |
Educational Qualification |
Age |
Experience (in years) |
Date of Joining |
Remuneration Paid (?) |
Whether employee is relative of Director |
1 |
Vijay Kumar Gupta |
Whole Time Director & CFO |
Permanent |
Commerce Graduate |
63 |
37 |
23/08/1979 |
3000000 |
Brother of Mr. Daya Kishan Gupta, Mr. Jai Kishan Gupta, Mr. Ved Prakash Gupta |
2 |
Daya Kishan Gupta |
Whole Time Director |
Permanent |
Commerce Graduate |
67 |
37 |
23/08/1979 |
3000000 |
Brother of Mr. Vijay Kumar Gupta, Mr. Jai Kishan Gupta, Mr. Ved Prakash Gupta |
3 |
Jai Kishan Gupta |
Chairman & Managing Director |
Permanent |
Commerce Graduate |
69 |
37 |
23/08/1979 |
3000000 |
Brother of Mr. Vijay Kumar Gupta, Mr. Daya Kishan Gupta, Mr. Ved Prakash Gupta |
4 |
Ved Prakash Gupta |
Whole Time Director |
Permanent |
Commerce Graduate |
74 |
37 |
23/08/1979 |
2400000 |
Brother of Mr. Vijay Kumar Gupta, Mr. Daya Kishan Gupta, Mr. Jai Kishan Gupta |
5 |
Kapil Gupta |
Vice President-Sales & Marketing |
Permanent |
M.Com |
41 |
16 |
1/6/2004 |
1440000 |
Son of Mr. Daya Kishan Gupta |
6 |
Adeep Gupta |
Vice President-Production |
Permanent |
Commerce Graduate |
44 |
19 |
1/7/2004 |
1440000 |
Son of Mr. Jai Kishan Gupta |
7 |
Ashish Gupta |
Vice President-Finance |
Permanent |
Commerce Graduate |
37 |
12 |
1/7/2004 |
1440000 |
Son of Mr. Vijay Kumar Gupta |
8 |
Sanjay Kumar Agarwal |
Manager-Plant & Operations |
Permanent |
Mechanical Engineer-B.E |
56 |
30 |
1/4/2000 |
1440000 |
NIL |
9 |
Praveen Gupta |
Manager Accounts |
Permanent |
B.Com, FCA |
56 |
30 |
1/11/1994 |
1368000 |
NIL |
10 |
Omkar Dongre |
General Manager |
Permanent |
Diploma in Industrial Management |
57 |
35 |
1/1/2015 |
1260000 |
NIL |
GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares/ ESOP) to employees of the Company under any scheme.
4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.
Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companyâs executives, staff and workers.
For and on behalf of the Board of Directors
Place : Vill Amhera (J.P. Nagar) Jai Kishan Gupta
Date : 12th August 2016 Chairman and Managing Director
DIN: 00337659
Mar 31, 2015
The Directors are pleased to present their Report for the Financial
Year ended March 31, 2015.
FINANCIAL SUMMARY OF THE COMPANY
Particulars (Rs. in lacs)
2014-2015 (Rs. in lacs)
2013-2014
Gross Sales 8818.36 8118.21
Other Income 27.66 8.23
Total Revenue 8846.02 8126.44
Profit before Depreciation & Tax 715.93 574.31
Depreciation 360.79 249.49
Profit before Tax 355.14 324.82
Tax adjustment for Current year (93.29) (102.04)
Tax adjustment for Deferred Tax (28.01) 0.59
Profit after Tax 223.84 223.37
KEY HIGHLIGHTS/ REVIEW OF OPERATIONS
During the period under consideration the revenue of the Company has
increased from Rs. 8118.21 Lac to Rs. 8818.36 Lac.
However the net profit after Tax of the Company has increased from Rs.
223.37 Lac to Rs. 223.84 Lac. Your directors hope for better results in
the coming financial years
STATEMENT OF AFFAIRS
The company specializes in the production of Mink Blankets and Bed
Covers. The manufacturing unit boasts of state-of-the-art machinery
based on the most advanced technology which has been specially imported
for the production facility. The company has streamlined facilities for
knitting, dyeing, processing, printing, finishing and packaging. The
complete facility is backed by the team of highly skilled and
experienced workforce, who ensure zero defects at every stage of
production.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN
THE END OF THE FINANCIAL YEAR AND DATE OF REPORT
The Company is pursuing growth opportunities in various fields of
business and considers new business proposals which have good future
prospects and potentials to increase the shareholders' return. To
facilitate such initiative Company altered its Object Clause in the
Memorandum of Association.
Pursuant to the change in the main object of the Company, Company has
to make the change in the Name of the Company to incorporate the new
activity. So the Company changed its name from "PRAKASH WOOLLEN MILLS
LIMITED" to "PRAKASH WOOLLEN & SYNTHETIC MILLS LIMITED" w.e.f 27th
July, 2015.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the Business during the financial
year under review.
DIVIDEND & RESERVES
In order to meet the additional working capital requirements of the
Company, No Dividend has been declared. During the period under
review, no amount was transferred to General Reserve.
SHARE CAPITAL
The paid up Equity Share Capital as at March 31, 2015 stood at Rs.
10.26 crore. During the year under review, the Company has not issued
shares with differential voting rights nor has granted any stock
options or sweat equity. As on March 31, 2015, none of the Directors of
the Company hold instruments convertible into equity shares of the
Company.
LISTING
The Company had re-issued 9,13,900 Equity shares on 17.02.2014, which
have been allowed to trade w.e.f. 23rd June, 2015. Annual Listing fee
of Rs. 2,24,720 for the year 2014-15, has been paid by the Company to
Stock Exchange.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
Your company does not have any unlisted/listed subsidiary company or
Joint Ventures or any Associate Companies. AOC-1 is attached as
Annexure I DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards read with requirements
set out under Schedule III to the Act, have been followed and there are
no material departures from the same;
b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2015 and of the profit of the Company
for the year ended on that date;
c) the Directors have taken proper and sufficient care 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) the Directors have prepared the annual accounts on a 'going concern'
basis;
e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out
by SEBI. The Company has also implemented several best corporate
governance practices as prevalent globally. The report on Corporate
Governance as stipulated under the Listing Agreement forms an integral
part of this Report. The requisite certificate from the Auditors of the
Company confirming compliance with the conditions of corporate
governance is attached to the report on Corporate Governance.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary
course of business and on an arm's length basis. During the year, the
Company had not entered into any contract / arrangement / transaction
with related parties which could be considered material in accordance
with the policy of the Company on materiality of related party
transactions.
Considering the nature of the industry in which the Company operates,
transactions with related parties of the Company are in the ordinary
course of business specially w.r.t. transactions which are also on
arms'length basis. All such related Party Transactions are placed
before the Audit Committee for approval,wherever applicable. Prior
omnibus approval for normal business transactions is also obtained from
the Audit Committee for the related party transactions which areof
repetitive nature as well as for the normal business transactions which
cannot be foreseen and accordingly the details of related party
transactions entered into by the company pursuant to each of the
omnibus approval give has been reviewed by audit committee on a
quarterly basis in terms of the approval of the Committee.
The Policy on dealing with related party transactions and on
determining materiality of related party transactions as approved by
the Board may be accessed on the Company's website at the link
http://www.prakashwoollen.com/reports/polices/related-party-policy.pdf
Your Directors draw attention of the members to Note 21 to the
financial statement which sets out related party disclosures. Details of
Related Parties is attached in AOC-2 as Annexure II
RISK MANAGEMENT
During the year, your Directors have constituted a Risk Management
Committee which has been entrusted with the responsibility to assist
the Board in (a) Overseeing and approving the Company's enterprise wide
risk management framework; and (b) Overseeing that all the risks that
the organization faces such as strategic, financial, credit, market,
liquidity, security, property, IT, legal, regulatory, reputational and
other risks have been identified and assessed and there is an adequate
risk management infrastructure in place capable of addressing those
risks.
A Risk Management Policy was reviewed and approved by the Committee.
The Company manages, monitors and reports on the principal risks and
uncertainties that can impact its ability to achieve its strategic
objectives. The Company's management systems, organisational
structures, processes, standards, code of conduct and behaviors that
governs how the business of the Company and associated risks are
managed.
The Company has introduced several improvements to Integrated
Enterprise Risk Management, Internal Controls Management and Assurance
Frameworks and processes to drive a common integrated view of risks,
optimal risk mitigation responses and efficient management of internal
control and assurance activities. This integration is enabled by all
three being fully aligned across company- wide Risk Management,
Internal Control and Internal Audit methodologies and processes.
Company Risk Management Policy is available on Company's Website at the
link http://www.prakashwoollen.com/reports/polices/PWM_Risk_
Management_Policy.pdf
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to the provisions of Section 135 of the Companies Act, 2013
every company having networth of rupees five hundred crore or more, or
turnover of rupees one thousand crore or more or a net profit of rupees
five crore or more during any financial year shall constitute a
Corporate Social Responsibility Committee of the Board and shall
formulate a Corporate Social Responsibility Policy. Your Company is not
falling under the preview of said section during the year.
INTERNAL FINANCIAL CONTROLS
The Board has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to
the Company's policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of
the accounting records, and the timely preparation of reliable
financial disclosures.
The Company's Internal Control Systems are commensurate with the nature
of its business and the size and complexity of its operations. It
comprises audit and compliance by internal audit checks by M/s Agarwal
Pawan Kumar & Co, Internal Auditors of the Company.
The Internal Auditors independently evaluate the adequacy of internal
controls and concurrently audit the financial transactions and review
various business processes. Independence of the Internal Auditors and
compliance is ensured by the direct report of Internal Auditors to the
Audit Committee of the Board.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
No change has occurred during the period under review except that Ms.
Sushma Pandey was appointed as additional director by the Board on
12.02.2015 and later she had been designated as Additional Independent
Director.
Her term is upto the conclusion of the forthcoming AGM. Appointment of
Ms Sushma Pandey will be regularized in the Annual General Meeting to
be held on 25th September, 2015
In accordance with the provisions of the Act and the Articles of
Association of the Company, Shri Daya Kishan Gupta, Whole Time Director
of the Company, retires by rotation at the ensuing Annual General
Meeting and being eligible have offered himself for re- appointment.
Ms. Mansee Agarwal was appointed as Company Secretary and Compliance
Officer in place of Mr. Arpit Suri w.e.f. 19th July 2014. Ms. Mansee
Agarwal resigned as Company Secretary and Compliance Officer w.e.f.
30th September 2014. Ms. Shivangi Agarwal has been appointed as Company
Secretary and Compliance Officer w.e.f. 1st October 2014.
DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under the Act and Clause 49 of the
Listing Agreement with the Stock Exchanges.
FORMAL ANNUAL EVALUATION
The Company has devised a framework for performance evaluation of
Independent Directors, Board, Committees and other individual Directors
which includes criteria for performance evaluation of the non-executive
directors and executive directors.
On the basis of framework for performance evaluation of Independent
Directors, Board, Committees and other individual Directors, a process
of evaluation was followed by the Board for its own performance and
that of its Committees and individual Directors.The details of the
framework for performance evaluation of Independent Directors, Board,
Committees and other individual Directors are placed on the website of
the company at the link:http://wwwprakashwoollen.com/node/122
The details of programmes for familiarization of Independent Directors
with the Company, their roles, rights, responsibilities in the Company,
nature of the industry in which the Company operates, business model of
the Company and related matters are put up on the website of the
Company at the link:http://wwwprakashwoollen.com/node/121
The Board of Directors has framed a policy which lays down a framework
in relation to remuneration of Directors, key managerial personnel and
senior management of the company. This policy also lays down criteria
for selection and appointment of Board Members. The details of the
policy are explained in the Corporate Governance Report.
AUDITORS AND AUDITORS' REPORT
Statutory Auditors
M/s A. Anand & Co., Chartered Accountants, (Firm Registration No.
005147C), Statutory Auditors of the Company, hold office till the
conclusion of the ensuing Annual General Meeting and are eligible for
re-appointment. They have confirmed their eligibility to the effect
that their re-appointment, if made, would be within the prescribed
limits under the Act and that they are not disqualified for
re-appointment.
The Notes on financial statement referred to in the Auditors' Report
are self-explanatory and do not call for any further comments. The
Auditors' Report does not contain any qualification, reservation or
adverse remark.
Cost Auditors
The Board has appointed the M/s KAG & Associates, Cost Accountants,
Ghaziabad as the cost auditor for conducting the audit of cost records
of the Company for the financial year 2014-15:
Secretarial Auditor
The Board has appointed Mr. R.S Bhatia, (CP No. 2514), Practicing
Company Secretary, to conduct Secretarial Audit for the financial year
2014-15. The Secretarial Audit Report for the financial year ended
March 31, 2015 is annexed herewith marked as Annexure III to this
Report. The Secretarial Audit Report contains a qualification that the
Shareholding(s) as given in the Balance Sheet as at 31st March 2014
does not match with the shareholding of securities (including shares,
warrants, convertible securities) of persons belonging to the category
"Promoter and Promoter Group" filed with BSE for the quarter ended 31st
March 2014.
With reference to mismatch of shareholding pattern as on 31.03.2014,
The company explains that some of the promoters were removed from
promoters group in the meeting held on 05.04.2014 with retrospective
effect from 31.03.2014. The effect of such removal from promoters group
was reflected in the annual report for the year 2013-14.
DISCLOSURES:
Audit Committee
The Audit Committee comprises Independent Directors namely Mr. Vijay
Anand Rastogi (Chairman), Mr. Mahendra Kumar Agarwal and Dr. S.K Raj as
other members. All the recommendations made by the Audit Committee were
accepted by the Board.
Nomination and Remuneration Committee
The Board of Directors constituted a Nomination and Remuneration
Committee comprising three Non-Executive Independent Directors. The
function of the Nomination and Remuneration Committee includes
recommendation of appointment of Whole-time Director(s)/ Managing
Director/Joint Managing Director and recommendation to the Board of
their remuneration.
A Nomination and Remuneration Committee has been constituted under
section 178 of the Companies Act 2013 for formulization of the criteria
for determining qualifications, positive attributes and independence of
a director and recommend to the Board a policy, relating to the
remuneration for the directors, key managerial personnel and other
employees.
The aforesaid policy has been posted on the Website of the Company
(http://www.prakashwoollen.com/reports/polices/nomination-
remuneration-policy.pdf)
Shareholder Grievance Committee
The Shareholder Grievance Committee, inter alia, oversees and reviews
all matters connected with the investor services in connection with
applications received and shares allotted in the Initial Public Offer,
status of refund account, conversion of partly paid shares into fully
paid shares, rematerialization and dematerialization of shares and
transfer of shares of the Company.
The Committee oversees performance of the Registrar and Transfer Agents
of the Company and recommends measures for overall improvement in the
quality of investor services.
Vigil Mechanism/ Whistle Blower Policy
The Vigil Mechanism of the Company, which also incorporates a whistle
blower policy in terms of the Listing Agreement, includes an Ethics &
Compliance Task Force comprising senior executives of the Company. The
Company has a whistle blower policy/ vigil mechanism for directors and
employees to report genuine concerns or grievances. The whistle Blower
policy has been posted on the Website of the Company
(http://www.prakashwoollen.com/reports/polices/whistle-blower-policy.pdf)
Meetings of the Board of Directors
Seven meetings of the Board of Directors were held during the year.The
details of the meetings of the Board held during the financial year
2014-15 forms part of the Corporate Governance Report.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED
The Company has not given any loan, made investment and provided
security in terms of section 186 of the Companies Act, 2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be
disclosed under the Act, are provided in Annexure IV to this Report.
DEPOSIT
Your Company has neither accepted nor any fixed deposit was outstanding
as on the Balance Sheet date.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return in Form No. MGT - 9, as required under Section
92 of the Companies Act, 2013, is included in this Report as Annexure V
and forms an integral part of this Report.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given below:
a. The ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year:
Non-executive directors Ratio to median
Remuneration
Mr. Vijay Anand Rastogi 0.10:1
Mr. Pramod Kumar Agarwal 0.05:1
Mr. Mahendra Kumar Agarwal 0.08:1
Mr. Satish Kumar Raj 0.06:1
Ms. Sushma Pandey* 0.03:1
*Since this information is for part of the year, the same is not
comparable.
Executive directors Ratio to median
Remuneration
Mr. Vijay Kumar Gupta 7.94:1
Mr. Daya Kishan Gupta 7.94:1
Mr. Jai Kishan Gupta 7.94:1
Mr. Ved Prakash Gupta 6.35:1
b. The percentage increase in remuneration of each director, chief
executive officer, chief financial officer, company secretary in the
financial year:
Directors, Chief
Executive Officer, Chief % increase in
remuneration
Financial Officer and
Company Secretar in the financial
year
Mr. Vijay Kumar Gupta 25
Mr. Daya Kishan Gupta 25
Mr. Jai Kishan Gupta 25
Mr. Ved Prakash Gupta 33.33
Mr. Vijay Anand Rastogi 362.5
Mr. Pramod Kumar Agarwal 25
Mr. Mahendra Kumar Agarwal 14.29
Mr. Satish Kumar Raj 10
Ms. Sushma Pandey N.A.
Ms. Shivangi Agarwal N.A.
* Remuneration of Independent Director is sitting fees.
c. The percentage increase in the median remuneration of employees in
the financial year: 1.88%
d. The number of permanent employees on the rolls of Company: 29
e. The explanation on the relationship between average increase in
remuneration and Company performance:
On an average, employees received an annual increase of 20.79%. The
individual increments varied from 1% to 33%, based on individual
performance. The increase in remuneration is in line with the market
trends.
f. Comparison of the remuneration of the key managerial personnel
against the performance of the Company:
Aggregate remuneration of key managerial
personnel (KMP) in FY15 (Rs.crores) 1.17
Revenue (Rs.crores) 88.46
Remuneration of KMPs (as % of revenue) 1.32%
Profit before Tax (PBT) (Rs crores) 3.55
Remuneration of KMP (as % of PBT) 32.96%
g. Variations in the market capitalisation of the Company, price
earnings ratio as at the closing date of the current financial year and
previous financial year:
Particulars March 31,
2015 March 31,
2014 % Change
Market Capitalisation ( Rs. crores) 22.57 18.01 25.32%
Price Earnings Ratio 9.65 5.64 71.1%
h. Percentage increase over decrease in the market quotations of the
shares of the Company in comparison to the rate at which the Company
came out with the last public offer:
Particulars March 31,
2015 August 19,
1995(IPO) % Change*
Market Price (BSE) 22 30 -26.67%
i. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration:
The average annual increase was around 15.69%.
Increase in the managerial remuneration for the year was 26.67%.
j. Comparison of remuneration of the each key managerial personnel
against the performance of the Company:
Directors Remuneration in Revenue Remuneration as
FY15 (Rs.crores) (crores) % of revenue
Mr. Vijay Kumar Gupta 0.30 88.46 034
Mr. Daya Kishan Gupta 0.30 88.46 0.34
Mr. Jai Kishan Gupta 0.30 88.46 0.34
Mr. Ved Prakash Gupta 0.24 88.46 0.27
Mr. Vijay Anand Rastogi 0.0037 88.46 0.004
Mr. Pramod Kumar Agarwal 0.002 88.46 0.002
Mr. Mahendra Kumar Agarwa 0.0032 88.46 0.003
Mr. Satish Kumar Raj 0.0022 88.46 0.002
Ms. Sushma Pandey* 0.001 88.46 0.001
Ms. Shivangi Agarwal 0.02 88.46 0.02
Directors Profit before
Tax Remuneration
(PBT)(crores) (as % of PBT)
Mr.Vijay Kumar Gupta 3.55 8.45
Mr.Day a Kishan Gupta 3.55 8.45
Mr.Jay Kishan Gupta 3.55 8.45
Mr.Ved Prakash Gupta 3.55 6.76
Mr.Vijay Anand Rastogi 3.55 0.10
Mr.Pramod Kumar Agerwal 3.55 0.056
Mr.Mahendra Kumar Agerwal 3.55 0.09
Mr.Satish Kumar Raj 3.55 0.06
Ms.Sushma Pandey* 3.55 0.03
Ms.Shivangi Agerwal 3.55 0.56
* Remuneration of Ms. Sushma Pandey & Ms. Shivangi Agarwal is for part
of the year.
- Remuneration of Independent Director is sitting fees.
k. The key parameters for any variable component of remuneration
availed by the directors: None
l. The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year: None.
m. Affirmation that the remuneration is as per the remuneration policy
of the Company:
The Company affirms remuneration is as per the remuneration policy of
the Company.
GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including sweat equity shares/ ESOP) to employees
of the Company under any scheme.
4. Neither the Managing Director nor the Whole-time Directors of the
Company receive any remuneration or commission from any of its
subsidiaries.
5. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
Your Directors further state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the financial institutions,
banks, Government authorities, customers, vendors and members during
the year under review. Your Directors also wish to place on record
their deep sense of appreciation for the committed services by the
Company's executives, staff and workers.
For and on behalf of the Board of Directors
Place : Vill Amhera
(J.P. Nagar) Jai Kishan Gupta
Date : 14th August 2015 Chairman and Managing Director
DIN: 00337659
Mar 31, 2014
To The Members,
The Company has the pleasure in presenting the 35th Annual Report of
your Company together with the Audited Statement of Accounts for the
year ended 31stMarch, 2014.
Financial Highlights
Particulars (Rs. in lacs) 2013-2014 (Rs. in lacs) 2012-2013
Gross Sales 8118.21 6425.61
Other Income 8.23 5.99
Total Revenue 8126.44 6431.60
Profit before Depreciation & Tax 574.31 511.82
Depreciation 249.49 227.10
Profit before Tax 324.82 284.72
Tax adjustment for Current year (102.04) (77.30)
Tax adjustment for Deferred Tax 0.59 (12.81)
Profit after Tax 223.37 194.61
Delisting of Company securities from Delhi Stock Exchange
Your Company has moved delisting application to the Delhi Stock
Exchange, which is pending before the review board of the Delhi Stock
Exchange.
Dividend
Your Directors consider it prudent not to recommend any dividend for
the year 2013-14 keeping in view the need of resources for the new
plant as well as to meet future expansion plans of the Company.
Review of Operations
The revenue of the company in the financial year 2013-2014, increased
from Rs. 8118.21 Lac in comparison to last year''s revenue of Rs.
6425.61 Lac, by registering a growth of 26.34%.
The expenditure of the company in the financial year 2013-2014,
increased from Rs. 7801.62 Lac in comparison to last year of Rs.
6146.88 Lac, being 26.92%.
An amount of Rs. 60.85 Lac was received during the financial year as
Share Premium.
Issue of shares & warrants on preferential basis
During the year Under review, your Company issued 36,69,950 Equity
Shares and 15,00,000 Warrants on preferential basis, as approved by you
in last annual general meeting. Your company issued these Equity Shares
and Warrants on 26th August, 2013. The proceeds from the same were
utilized for the working capital of the Company.
Conversion of Warrants in Equity Shares
During the year under review, your company converted 15,00,000 Warrants
into same number of Equity Shares on 11th October, 2013. Re-issue of
Forfeited Equity Shares
Your company re-issued 9,13,900 Equity Shares which were earlier
forfeited in the year of 1998, as approved by you in the Extra Ordinary
General Meeting held on 11th December, 2013.
Listing Status of issued Securities as on 31st March, 2014
Particulars Status
36,69,950 Equity Shares Listed
15,00,000 Equity Shares consequent upon conversion of warrants Listed
9,13,900 Re-issued Forfeited Equity Share Pending
for
Listing
Details of Subsidiaries
Your company does not have any unlisted/listed subsidiary company.
Public Deposit
Your Company has no deposits as at the end of the Financial Year March
2014.
Auditors and Auditors'' Report
Messrs. Agarwal Pawan Kumar & Co., Chartered Accountants, auditors of
the Company have resigned with effect from the conclusion of the
ensuing Annual General Meeting vide their letter dated 08th July 2014.
The Board has shortlisted M/s A. Anand & Co., Chartered Accountants to
fill the vacancy.
There is no adverse qualification in the Audit Report which needs to be
clarified.
Listing
The Company''s shares continue to remain listed with Delhi Stock
Exchange. The company is regularly paying fees of the exchange. The
company is also complying with all the requirements of Listing
Agreement from time to time.
Particulars of employees
During the year, there were no employees who were in receipt of
remuneration as per the provisions of Section 217(2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975.
Directors'' Responsibility Statement
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956 as amended by Companies (Amendment) Act, 2000, your Directors
hereby state and confirm that:
a) in the presentation of the annual accounts, the applicable
Accounting Standards have been followed alongwith proper explanation
relating to material departures for the same;
b) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true & fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for that period;
c) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d) they have prepared the annual accounts of the Company on a going
concern basis.
Energy Conservation, Technology Absorption and Foreign Exchange Earning
and outgo
The information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required under
Section 217(1)(e) of the Companies Act, 1956, read with the Rule 2 of
the Companies (Disclosure of Particulars in the Report of the Board of
Directors) Rules, 1988 are given in Annexure "A" and forms part of
this report.
Corporate Governance
Your Company is committed to maintain the highest standards of
Corporate Governance. Your Directors adhere to the stipulations set out
in the Listing Agreement with the Stock Exchanges.
A report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement with the Stock Exchanges forms part of this Annual
Report.
Certificate from the Auditor of the Company, Messrs. Agarwal Pawan
Kumar & Co. confirming compliance of conditions of Corporate Governance
as stipulated under the aforesaid Clause 49, is annexed to this Report.
Cautionary Statement
Statements which are particulars of management discussion and analysis
report describing the Company''s objectives, projections, estimates,
expectations may be forward-looking statements within the meaning of
applicable laws and regulations. Actual results could differ materially
from those expressed or implied. Factors that could make a difference
to the Company''s operations, inter-alia, include the economic
conditions, government policies and other related/incidental factors.
Acknowledgement
The Board of Directors wishes to place on record its appreciation for
the commitment, dedication and hard work done by the employees of the
Company and the cooperation extended by Banks, Government Authorities,
Customers, Shareholders and Employees of the Company and looks forward
to a continued mutual support and co-operation.
Sd/- Sd/-
(Jai Kishan Gupta) (Vijay Kumar Gupta)
Place: Village Amhera (J. P Nagar) Managing Director CFO & Whole Time
Director
Date: 12th August, 2014 DIN: 00337659 DIN: 00335325
Mar 31, 2013
Dear Shareholders,
The Directors have the pleasure in presenting the Thirty Fourth Annual
Report of your Company together with the Audited Statement of Accounts
for the year ended 31st March, 2013.
Financial Highlights Rs. in Lacs
Sr.
No. Particulars 31.03.2013 31.03.2012
a. Gross Sales 6425.61 5367.77
b. Other Income 5.99 5.77
c. Total Revenue 6431.60 5373.54
d. Profit before
Depreciations Tax 511.82 424.14
e. Depreciation 227.10 208.13
f. Profit before Tax 284.72 216.01
g. Tax adjustment for
Current year 77.30 75.30
h. Tax adjustment for
Deferred Tax 12.81 (11.37)
J. Profit after Tax 194.61 152.08
Material Changes
No material change has occurred since the date of the Balance Sheet and
the date of this report, which has any adverse effect on the working of
the Company.
Performance
The overall performance of the Company was good. During the year, the
Company has scaled new heights and set several new benchmarks in terms
of sales, profits, networth and assets. Turnover for the year was Rs.
6425.61 lacs against Rs. 5367.77 lacs in the previous year, reflection
a growth of 20% (approx).
Profit after tax, including exceptional item, for the year was Rs.
194.61 lacs as against Rs. 152.08 lacs for the previous year,
registering an increase of 27%.
Future Prospects
Your Company is all set to improve its performance by improving the
capacity utilization, increasing sales, generating better margins and
employing cost reducing measures. This would help the Company in
getting better operational efficiency and value added products
The new machinery for manufacturing of embossed mink blankets set up at
18th Km stone, Delhi Moradaba Road, Vill Amhera, J. P. Nagar is put to
use since January 2013.
De-Listing of Company
Your company was delisted from the Jaipur Stock Exchange, Ahmadabad
Stock Exchange and U. P. Stock Exchange and delisting from Delhi Stock
Exchange is under process. Your Company will remain listed on Bombay
Stock Exchange, a nationwide Stock Exchange
Management''s Discussion & Analysis Report
A detailed review of the progress and the future outlook of the Company
and its business, as stipulated under Clause 49 of the Listing
Agreement with the Stock Exchanges, is presented in a separate section
forming part of the Annual Report.
Directors
Mr. P. K. Agarwal was appointed as an Additional Director as on August
31,2012. His term expired on September 29,2012 being the date of Annual
General Meeting. He was again appointed as an Additional Director with
effect from November 7,2012. He shall hold office up to the date of the
ensuing Annual General Meeting.
The Company has received a notice in writing from a member proposing
the candidature of Mr. P. K. Agarwal for the office of a Director,
liable to retire by rotation.
Dr. S. K. Raj and Mr. M. K. Agrawal would retire by rotation and being
eligible, offer themselves for reappointment at the ensuing Annual
General Meeting.
Mr. P. K. Gupta, who retire by rotation has not offered himself for
reappointment and, therefore, would retire at the ensuing Annual
General Meeting.
Issue of Shares on Preferential Basis
Your Company could not re-issue the shares on preferential basis as
approved by you at the Extra Ordinary General Meeting held on 14th
March, 2013, as your company made an application to the Bombay Stock
Exchange seeking approval for issue of preferential shares. Bombay
Stock Exchange did not agree to the calculation of Pricing made as per
Regulation 76 (2) of SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2009, as the shares of the company were
falling under the category of "infrequently traded". Therefore, your
approval is being obtained again.
Now your company''s share is frequently traded therefore, your approval
is being obtained as per Relevant item given in notice calling Annual
General Meeting.
Subsidiaries
Your company does not have any material unlisted/listed subsidiary
company.
Public Deposit
The Company has accepted deposits within the meaning of Section 58Aand
58AAof the Companies Act, 1956 and the rules made there under. There is
no unclaimed or unpaid amount of Fixed Deposit as on 31.03.2013.
Dividend
Your Directors consider it prudent not to recommend any dividend for
the year 2012-13 keeping in view the need of resources for the new
plant as well as to meet future expansion plans of the Company.
Auditors and Auditors'' Report
M/s. Agarwal Pawan Kumar & Co., Chartered Accountants, Auditors of the
Company retire at the conclusion of the ensuing Annual General Meeting
and, being eligible, offer themselves for re-appointment. The Company
has received a certificate from the auditors to the effect that their
re-appointment if made, would be within the limits provided in section
224(1 B) of Ihe Companies Act, 1956. The Directors recommend the
re-appointment of M/s. Agarwal Pawan Kumar & Co. as Auditors of the
Company. The audit committee has recommended their reappointment.
There are no adverse qualification in the Audit Report which needs to
be clarified.
Cost Auditors and Cost Auditors'' Report
Your Company appointed M/s. KAG & Associates, Cost Accountants, Cost
Auditors of the Company, to conduct Cost Audit of the Company for the
financial year ended March 31, 2012. The Cost Audit report confirms
that the Company has complied with all the applicable provisions of the
Companies (Cost Accounting Records) Rule, 2011.
Particulars of employees
In terms of the provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
the particulars of employees are set out in Annexure Ato this Report.
Directors'' Responsibility Statement
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956 as amended by Companies (Amendment) Act, 2000, your Directors
hereby state and confirm that:
a) in the presentation of the annual accounts, the applicable
Accounting Standards have been followed alongwith proper explanation
relating to material departures for the same;^
b) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true & fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for that period;
c) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d) they have prepared the annual accounts of the Company on a going
concern basis
Energy Conservation, Technology Absorption and Foreign Exchange Earning
and outgo
The information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required under
Section 217(1 )(e) of the Companies Act, 1956, read with the Rule 2 of
the Companies (Disclosure of Particulars in the Report of the Board of
Directors) Rules, 1988 are given in Annexure B and forms part of this
report.
Corporate Governance
Your Company is committed to maintain the highest standards of
Corporate Governance. Your Directors adhere to the stipulations set out
in the Listing Agreement with the Stock Exchanges.
A report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement with the Stock Exchanges forms part of this Annual
Report.
Certificate from the Auditor of the Company, M/s. Agarwal Pawan Kumar &
Co. confirming compliance of conditions of Corporate Governance as
stipulated under the aforesaid Clause 49, is annexed to this Report.
Employees'' Relation
The Company continued to have cordial relations with its employees and
no dispute had taken place throughout the year.
ACKNOWLEDGEMENT ]
The Board of Directors wishes to place on record its appreciation for
the commitment, dedication and hard work done by the employees of the
Company and the cooperation extended by Banks, Government Authorities,
Customers, Shareholders and Employees of the Company and looks forward
to a continued mutual support and co-operation.
By order of the Board of Directors
for Prakash Woollen Mills Limited
Place: Village Amhera (Amroha) (Daya Kishan Gupta) (Vijay Kumar Gupta)
Date: 6th
July, 2013 Whole Time
Director Whole Time
irector
DIN No.: 00337569 DIN No.: 00335325
Mar 31, 2012
The directors hereby present the Thirty Third Annual Report together
with the audited statements of accounts of the company for the
financial year ended 31st March 2012.
FINANCIAL RESULTS 2011 -2012 2010-2011
(Rs. in Lacs)
Sales and other Income 5373.54 5269.78
Profit before interest tax and
depreciation 705.84 664.45
Interest 281.70 258.32
Profit/loss before Tax &
Depreciation 424.14 406.13
Depreciation 208.13 204.60
Profit before tax & after
Interest and Depreciation 216.01 201.53
Taxation for the year
Current tax (75.30) (47.25)
Defered tax 11.37 11.87
Profit after tax 152.08 166.51
DIVIDEND
Your directors do not recommend any dividend for the year under review.
OPERATIONS
During the year, the production increased by 7.11% in terms of quantity
and gross sales increased by 7.40%. Therefore, PBDIT increased to Rs.
705.84 lacs from Rs. 664.45 lacs in the previous year and net profit
before tax was up at Rs. 216.01 lacs.
LABOUR RELATIONS
Relations between the workers and the management during the year have
been cordial. Management has considered the demands of workers
sympathically from time to time.
FIXED ASSETS
Fixed assets of the company have been kept in proper state of repairs
and all assets have been insured adequately.
DIRECTORS
As per the provisions of Section 256 of the Companies Act, 1956 Shri
Daya Kishan Gupta, Shri Jai Kishan Gupta and Shri Ved Prakash Gupta,
directors of the Company are due for retirement by rotation at the
forthcoming Annual General Meeting and being eligible offer themselves
for reappointment.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of section 217 (2AA) of the Companies
Act, 1956 as amended by Companies (Amendment) Act, 2000, your directors
state: (a) that in the preparation of the annual accounts, the
applicable accounting standards have been followed along with proper
explanation relating to material departures; (b) that the directors
have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at
the end of the financial year ended on 31.03.2012 and of the profit or
loss of the Company for the year ended on 31.03.2012; (c) that the
directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularties; (d) that the
directors have prepared annual accounts on a going concern basis.
PARTICULARS OF EMPLOYEES
Particulars of employees as required under section 217(2-A) of the
Companies Act, 1956 are nil. AUDITORS
M/s Agarwal Pawan Kumar & Co., Chartered Accountants, Meerut the
retiring Auditors being eligible for re-appointment offer themselves
for re-appointment.
AUDITORS REPORT
The Notes on accounts, referred to in the Auditors Reports are self
explanatory and therefore do not call for any further comments under
217(3) of the Companies Act 1956.
COST AUDITORS
The Central Government has approved the appointment of the following
cost auditors for conducting Cost Audit for the financial year 2011-
2012.
M/s M.K. Kulsherestha & Associates S-1. 314, Gyan Khand - I,
Indirapuram,
Ghaziabad- 201017.
CORPORATE GOVERNANCE
(a) Certificate of the auditors of your company regarding compliance of
the conditions of Corporate Governance as stipulated in clause 49 of
the listing agreement with stock exchanges is enclosed. Details in
Annexure 'A'
(b) Management Discussion and Analysis Report in Annexure 'B'
CONSERVATION OF ENERGY
The company makes endeavour to preserve natural resources and reduce
energy consumption. The company has istalled generators of latest
technology which are fuel efficient as well as least pollution emiting.
To save on energy the company has taken power connection during the
year. The company regularly checks ways to reduce fuel consumption in
boiler and the same is upgraded if there is any need to adopt to new
technology and fuel.
ABSORPTION OF TECHNOLOGY
No R & D is carried out by the company. However imported foreign
technology is being used in the production of mink blankets.
a. Technology imported : No Technology has been imported
b. Year of import : during the past 5 years.
c. Has technology been fully absorbed :
d. If not fully abosorbed, areas where : this has not taken place,
reasons therefor and future plans of action
APPRECIATIONS
Your directors like to record their sincere appreciation for the
support which the company received from its employees, clients,
bankers, central/ state goverments, financial institutions and their
various agencies and other organisation during the year.
FOR AND ON BEHALF OF THE BOARD
Place : Moradabad
Date : 30.05.2012 V.K. GUPTA D.K. GUPTA
Whole Time Whole Time
Director Director
Mar 31, 2010
The Directors hereby present the Thirty First Annual Report together
with the audited statements of accounts of the company for the
financial year ended 31st March 2010.
FINANCIAL RESULTS 2009-2010 2008 - 2009
(Rs. in Lacs)
Sales & other Income 4452.19 3074.67
Profit before interest tax
and depreciation 594.40 424.49
Interest 231.16 207.07
Profit/loss before Tax & Depreciation 363.24 217.42
Depreciation 190.35 119.02
Profit before tax & after
Interest and Depreciation 172.89 98.40
Taxation for the year
Current tax 29.40 10.15
Defered tax 17.12 35.46
Fringe Benefit Tax - 4.11
Profit after tax 126.37 48.68
DIVIDEND
Your Directors do not recommend any dividend for the year under review
.
OPERATIONS
During the year, the production and sale increased by 49.28% and 51.28%
respectively in terms of quantity Therefore PBDIT increased to Rs.
594.40 lacs from Rs. 424.49 lacs in the previous year and net Profit
was before tax up at Rs. 172.89 lacs.
LABOUR RELATIONS
Relations between the workers and the Management during the year have
been cordial. Management has considered the demands of workers
sympathically from time to time.
FIXED ASSETS
Fixed assets of the company have been kept in proper state of repairs
and all assets have been insured adequately.
DIRECTORS
As per the provisions of Section 256 of the Companies Act, 1956 Shri
Jai Kishan Gupta, Dr. S. K. Raj and Shri M K. Agarwal, Directors of
the Company are due for retirement by rotation at the forthcoming
Annual General Meeting and are being eligible offer themselves for
reappointment.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of section 217 (2AA) of the Companies
Act, 1956 as amended by Companies (Amendment) Act, 2000, your Directors
state: (a) that in the preparation of the annual
accounts, the applicable accounting standards have been followed along
with proper explanation relating to material departures; (b) that the
directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year ended on 31.03.2010 and of
the profit or loss of the Company for the year ended on 31.03.2010; (c)
that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularis; (d) that the directors have prepared annual accounts on a
going concern basis.
PARTICULARS OF EMPLOYEES
Particulars of employees as required under section 217(2-A) of the
Companies Act, 1956 are nil.
AUDITORS
M/s Agarwal Pawan Kumar & Co., Chartered Accountants, Meerut the
retiring Auditors being eligible for re-appointment offer themselves
for re-appointment.
AUDITORS REPORT
The Notes on accounts, referred to in the Auditors Reports are self
explanatory and therefore do not call for any further comments under
217(3) of the Companies Act 1956.
CORPORATE GOVERNANCE
(a) Certificate of the auditors of your company regarding compliance of
the conditions of Corporate Governance as stipulated in clause 49 of
the listing agreement with stock exchanges is enclosed. Details in
Annexure TV
(b) Management Discussion and Analysis Report in Annexure B
CONSERVATION OF ENERGY
The company has been using HSD for steam generation. To save cost and
energy as well as foreign exchange the company istalled a Boiler to
generate steam through consumption agriculture produce waste. Since the
company has expanded into production of polyester blankets which
reguired consumption of steam at larger scale, the newly installed
boiler will save on consumption of energy and cost.
FORM A
(See Rule 2)
Form for Disclosure of Particulars with respect to Conservation of
Energy
2009-2010 2008- 2009
A. Power and fuel consumption Current Year Previous Year
1. Electricity
(a) Purchased
Unit (KWH) NIL NIL
Total Amount (Rs. 000) NIL NIL
Rate/Unit (Rs/Unit) NIL NIL
(b) Own generation (i)
Through diesel generator
Unit (KWH) 15,35,080 9,93,630
Unit per-ltr of diesel oil 3.45 3.40
Cost/Unit 9.74 8.82
(ii)Through steam turbine/Generator
Unit NIL NIL
Unit per Itr.of fuel oil/gas NIL NIL
Cost/Unit NIL NIL
2. CoaKspecifv quality and where used)
Quantity (tonnes) NIL NIL
Total cost NIL NIL
Average rate NIL NIL
3. Furnace Oil
Quantity (K.ltrs.) NIL NIL
Total Amount NIL NIL
Average rate NIL NIL
4. Others/internal generation
Quantity (Qlts) NIL NIL
Total Cost(Rs. 000) NIL NIL
Rate/Unit NIL NIL
B. Consumption per unit of production
standandards.
(if any) Current
(if any )yr Previous Yr.
Products(with details unit 1 2
ACRYlIC BlANKETS (PCS)
Electricity KWH N.A. 2.42 1.29
Furnace Oil N.A. NIL NIL
Coal (Specify quality) N.A. NIL NIL
Others (specify) N.A. NIL NIL
ABSORPTION OF TECHNOLOGY
No R & D is carried out by the company. However imported foreign
technology is being used in the production of acrylic mink blankets.
a. Technology imported : No Technology has been imported
b. Year of import : during the past 5 years.
c. Has technology been fully absorbed :
d. If not fully absorbed, areas where : this has not taken place,
reasons therefor and future plans of action
2.During the year company earned Foreign Exchange NIL nil
Your Directors like to record their sincere appreciation for the
support which the company received from its Employees, Clients,
Bankers, Central/ State Goverments Financial Institutions and their
various agencies and other organisation during the year.
FOR AND ON BEHALF OF THE BOARD
Place : Moradabad
Date : 29.06.2010
V.K. GUPTA D.K. GUPTA
Whole Time Whole Time
Director Director
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