Directors Report of Reliance Chemotex Industries Ltd.
Mar 31, 2018
DIRECTORâS REPORT & MANAGEMENT DISCUSSION AND ANALYSIS
Dear Members,
The Directors are pleased to present the 40thAnnual Report on the affairs of the Company along with the Audited Financial Statements for the financial year ended on 31st March, 2018.
FINANCIAL HIGHLIGHTS
The Company''s Financial Performance for the year ended 31st March, 2018 is summarized below:
(Rs. in Lakh)
|
Particular |
FINANCIAL YEAR 2017-2018 |
FINANCIAL YEAR 2016-2017 |
||
|
Revenue from operation including other income |
28685.78 |
29898.68 |
||
|
Earning Before Deprecation Interest and Tax (EBIDTA) |
2058.76 |
2604.49 |
||
|
Less : Depreciation |
739.35 |
736.26 |
||
|
Less : Finance Cost |
1237.94 |
1977.29 |
1389.23 |
2125.49 |
|
Profit Before Tax |
81.48 |
479.00 |
||
|
Tax Expenses |
(178.29) |
(169.00) |
||
|
Profit After Tax |
259.77 |
648.00 |
||
|
Other Comprehensive Income |
21.15 |
(3.880 |
||
|
PAT after Other Comprehensive Income |
280.92 |
644.12 |
||
|
Earning Per Shares Basic & Diluted |
6.53 |
16.29 |
||
INDUSTRIAL STRUCTURE AND DEVELOPMENTS
Global Economy
According to the Work Bank Report, the global economy is experiencing a revival. Global economic growth was 3.7% in 2017, up from 3.1% in 2016. Furthermore, this growth was broad-cased with most economies around the word registering increased growth.
USA
Growth in the world''s largest economy has remained strong in the year under review. The US has registered growth of 2.3% in 2017 compared with 1.6% in 2016. Furthermore, according to IMF forecasts, the US economy is expected to strengthen further with growth in 2018 projected to be 2.9% in 2018 and 2.7% in 2019 on the back of increased government spending, significant tax cuts and a growth in private consumption.
Europe
As per the International Monetary Fund (IMF), the European Union (EU) has enjoyed strong growth in 2017 on the back of healthy economic activity across the EU. In 2017, the EU registered growth of 2.8% compared to 1.6% in 2016. Furthermore, the IMF has estimated growth to be a strong 2.6% in 2018.
India
India has experience a brief economic slowdown in the year under review. After registering strong GDP growth of over 7% for 3 successive years until FY 16-17, the India''s GDP slowed to 6.7% in FY 17-18. This can largely be attributed to the lingering impact of demonetization and the temporary disruptions caused by the i mp l e me n tati on of t he historic Goods and Services Tax (GST).
The year under review has witnessed a number of structural reforms in addition to GST: the resolution of the problems associated with non-performing assets in the banking sector, the recapitalization of national banks, the privatization of coal mines, the emphasis on robust infrastructure development and the improvement in the country''s Ease-of-Doing-Business ranking are all expected to provide great impetus to the Indian economy.
The Textile Industry in India
India is the second largest exporter of textiles in the world. The textile sector accounts for 10% of India''s industrial production and contributes 2% to the county''s GDP. The Indian Textile Industry is currently estimated at USD 120 billion and is expected to grow to USD 230 billion by 2020, according to IBEF. Textiles exports in FY 18 stood at USD 37.7 billion, while the export of synthetic yarns, fabrics and made-ups grew by 2% to 4.8 billion.
Furthermore, the technical textile industry in India is estimated at USD 18 billions in FY 18 and is estimated to grow at a CAGR of 13% in the next 5 years. This is expected to be a key growth market in the coming years.
India enjoys an enviable global advantage due to abundant supply of raw materials, heavy investment in world-class manufacturing, continuous innovation, strategic market expansion and a focus on quality.
OPERATIONS
India has moved to the GST Regime from 1st July, 2017 wherein several taxes were subsumed by GST. The one-time implementation of the GST has led to a downturn in first half of the financial year; however, we have seen domestic demand gain momentum in the second half of the financial year. Keeping in mind the lingering effects of demonetization in the beginning of the current financial year and the downturn in the economy caused by implementation of GST in the month of July 2017, your Company has performed well in the year under review.
The Company''s revenue from operations (including other income) stood at Rs. 28685.79 Lakh compared to Rs. 29898.68 Lakh in the previous fiscal. Yarn production stood at 14170 MT compared to 14077 MT in FY17. The operating profit of the company was impacted by a sharp rise in power cost, which increased by 21% from Rs. 2935.09 Lakh to Rs 3542.14 Lakh. Earnings before Depreciation, Interest and Tax (EBDIT) was Rs. 2058.76 lakhs compared to Rs. 2604.49 lakhs in the previous fiscal.
Your company''s continuous focus on value added products and cost rationalization along with its versatile product range will yield results in terms of improved profitability. Your company''s competitive edge lies in its unrelenting focus on customer-centricity, consistency and product quality. Consequently, the company is evaluating the need to modernise some of its existing spindles, which will result in savings in power, cost efficiencies and increase in capacity, all of which will enable the company to further enhance its competitive advantage. Furthermore, your company is exploring opportunities to expand its capacity in the coming years. This planned expansion will utilise the company''s existing land bank.
FINANCE
Your company has been in strong financial health during the year under review. During the year, the Company has made repayments of term loans amounting to Rs. 1307.32 Lakh to banks and financial institution and the Company''s bankers have readily provided your company with need-based working capital.
Please note that your company has adopted the Indian Accounting Standard (Ind-AS) from April 1st, 2017.
RISK & RISK MANAGEMENT
The Audit Committee closely monitors all risks that could have a negative effect on the Company. Our Enterprise Risk Management ("ERM") framework encompasses practices relating to the identification, analysis, evaluation, treatment, mitigation and monitoring of the strategic, operational, and legal and compliance risks to achieving our key business objectives. Risks which were reviewed by the Audit Committee are Financial Risk, Compliance Risk, Hazardous Risk, Employee Related Risk, Liquidity Risk, Commodity Risk and Market risk. The focus of risk management is to assess risks and deploy mitigation measures. In accordance with SEBI( Listing Obligations and Disclosures Requirements) Regulation, 2015 (herein after called "Listing Regulations") the Board members were informed of risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the Company. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.
Your Company is exposed to a number of factors which could potentially have an impact on the Company''s operations: cost of raw material prices, cost of power, fluctuation in foreign exchange rate, changes in government regulation and availability of skilled labour, amongst others.
OPPORTUNITIES AND THREATS
The key structural reforms initiated by the government, the rise in consumerism and disposable income, increasing population and increased ease of access are all major growth drivers for the Indian Textile Industry. The influx of global retail chains and the rapid growth of e-commerce in India are also providing incremental opportunities to local manufacturers.
The company does see some threats in its normal course of business due to increased power cost, unexpected currency fluctuations, sharp changes in prices of key commodities, international trade policies, increasing competition from other global geographies as well as adverse policies in India.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
Human resources are the driving force behind any organization and there is no doubt that the company has consistently achieved its business targets due to the hard work, dedication and diligence of its employees. This year is no exception. The employer -employee relations have continued to remain cordial throughout this year. The management of the Company is convinced that the Company''s vision can only be achieved by maintaining a high level of organizational vitality. The Company is committed to leveraging its human resource capital to further enhance its competitiveness in the globally challenging business environment.
In the year under review, your Company has focused on improving human resource efficiencies by adopting new and proven technologies. Therefore, we have witnessed a very positive Industrial Relations Scenario across all manufacturing locations for the Automotive and Farm Equipment Sectors. The employee strength at the end of the financial year was 1671. This includes both skilled and unskilled manpower.
DIVIDEND ON EQUITY SHARES
Your Directors are pleased to recommend a dividend of 10% (i.e. Rs. 1.00/- per Share) on Equity Shares of Rs. 10/- each for the Financial Year ended 31st March 2018. If the dividend, as recommended above, is approved by the Members at the Annual General Meeting, the total outflow towards dividend on Equity Shares for the year would be Rs. 47.87 Lakh (including dividend distribution tax).
DIVIDEND ON PREFERENCE SHARES
Your Directors are pleased to recommend a dividend of 10% (i.e. Rs. 10.00/- per Share) on 10% Cumulative Redeemable Preference shares of Rs. 100/- each for the Financial Year ended 31st March 2018. The dividend has to be paid as per the terms of the issue for the year; the total dividend payout will absorb a sum of Rs. 277.73 Lakh (including dividend distribution tax).
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
RE-APPOINTMENT OF MR. SANJIV SHROFF AS MANAGING DIRECTOR
The term of Mr. Sanjiv Shroff, Managing Director of the company got completed on 31st August, 2017. He was re-appointed as the Managing Director after obtaining shareholders'' approval by the way of Special Resolution at the Previous Annual General Meeting of the company which was held on 28th August, 2017.
APPOINTMENT OF MR. AMARINDER SINGH JASSAR AS CHIEF FINANCIAL OFFICER
During the year, Mr. Kiran Firodiya, Chief Financial Officer has resigned from the company w.e.f 16th September, 2017 and Mr. Amarinder Singh Jassar, has been appointed as Chief Financial Officer of the Company in the meeting of board of Directors held on 02nd December, 2017.
PROPOSE RE-APPOINTMENT OF MR. RAHUL SHROFF AS A WHOLE-TIME DIRECTOR
The term of contract of Mr. Rahul Shroff, Executive Director of the Company is up to 26th September, 2018. The Board of Directors on recommendation of Nomination and Remuneration Committee wishes to re-appoint him as a Whole-time Director of the Company designated as Executive Director for a period of three years, with effect from 26th September, 2018. The resolution seeking approval of shareholders for the re-appointment of Mr. Rahul Shroff, Executive Director has been incorporated in the notice of Annual General Meeting along with brief detail about him.
CONTINOUS RE-APPOINTMENT OF MR. K.L SONTHALIA AND MR. NARAYAN SHROFF
According to sub-regulation (1A) of Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 inserted by the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) (Amendment) Regulations, 2018, approval of the Members by way of a Special Resolution is necessary for appointment / continuation of appointment of any Non-Executive Director who has attained the age of 75 (Seventy Five) years. The Board of Directors in its meeting held on 13th August, 2018 seeking for continuous appointment of Mr. K.L. Sonthalia and Mr. Narayan Shroff, the Independent Directors of the company, who have attained the age of 75 years, and whose first term of office will get completed on 28th September, 2019.
PROPOSE RE-APPOINTMENT OF ROTATIONAL DIRECTOR
In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or reenactments) thereof for the time being in force) and the Articles of Association of the Company, Mr. Ram Niwas Sharma (Non-Executive & Non-Independent Director) is liable to retire by rotation at the ensuing AGM and being eligible have offered himself for re-appointment. The resolution seeking approval of shareholders for the re-appointment of Mr. R.N. Sharma has been incorporated in the notice of ensuing Annual General Meeting.
The Board of Directors recommended the aforementioned appointments/re- appointments of Mr. Rahul Shroff and Mr. R.N Sharma.
The Company has received declarations from all the Independent Directors of the Company confirming that they continue to meet the criteria of independence as prescribed under sub- section (6) of Section 149 of the Companies Act, 2013 and rules issued thereunder as well as Regulation 16 of Listing Regulations..
Familiarization program has been conducted for Independent Director and the details are given in Corporate Governance Report as Annexure - 8 and also uploaded on the company''s website www.reliancechemotex.com. The web link of the Familiarization program is http://www. reliance chemotex. com/reports/ miscellaneous-reports/ Familiarization program
BOARD EVALUATION
Pursuant to Provisions of the Companies Act, 2013 read with Rules issued there under and the SEBI (Listing Regulations), 2015 and the guidance note on Performance Evaluation of Board dated 5th January, 2017 published by SEBI, structured assessment sheets were finalized in consultation with the board members to evaluate the performance of the Board, Committees of the Board and individual performance of each director including the Chairman. The Board and Nomination and Remuneration Committee reviewed the performance of the Board, Individual Directors and Committees of the Board in the Board meeting held on 17th May, 2018.
MEETINGS OF BOARD
The Board of Directors met four times during the year on 27.05.2017, 09.09.2017, 02.12.2017 and 09.02.2018. The frequency and the quorum at these meetings were in conformity with the provisions of the Companies Act, 2013, Secretarial Standard -1 and the SEBI (Listing Regulations). Attendance and other details are given in Corporate Governance Report as Annexure - 8. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and SEBI (Listing Regulations), 2015 and Secretarial Standard-1.
STATUTORY AUDITORS
The Board appointed M/s. Jain Pramod Jain & Co, Chartered Accountant, New Delhi (Firm Registration No. 016746N), as the statutory auditors of the Company, for a term of five succeeding years, from the conclusion of the 39th Annual General Meeting of the Company held on 28th August, 2017 till the conclusion of the 44th Annual General Meeting to be held in the year 2022, and subject to the approval of shareholders of the Company at every AGM, based on the recommendation of the Audit Committee was recorded for the same.
In accordance with Section 40 of the Companies Amendment Act, 2017, notified on May 07, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.
As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained a written certificate from the above mentioned Auditors to the effect that they conform with the limits specified in the said Section and that they are not disqualified for appointment within the meaning of Section 141 of the said Act and they hold the peer review certificate issue from ICAI.
AUDITOR''S REPORT
There is no reservation, qualification or adverse remark contained in the Auditor''s Report attached to Financial Statements of company as at 31st March, 2018. The information referred in Auditor''s Report of Financial Year 2017-18 is self-explanatory and do not call for any further comments.
COST AUDITORS & COST AUDIT REPORT
In Board Meeting held on 9th September, 2017 M/s HMVN & Associates was appointed as Cost Auditor to undertake the Cost Audit for the Financial Year 2017-18. The Cost Audit Report for the Financial Year 2017-18 was completed and shall be submitted in stipulated time.
M/s. N.N. & Associates, Cost Accountants, New Delhi (FRN: 2322) has been appointed by the Board to conduct the Audit for the Financial Year 2018-19. As required under the Companies Act, 2013 the remuneration payable to the Cost Auditors is required to be placed before the members in a general meeting for their ratification. Accordingly, a resolution seeking member''s ratification for remuneration payable to M/s. N.N. & Associates, Cost Accountant, New Delhi is included in the Notice of Annual General Meeting.
As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained a written certificate from the above mentioned Auditors to the effect that they conform with the limits specified in the said Section and that they are not disqualified for appointment within the meaning of Section 141 of the said Act and they hold the peer review certificate issue from ICAI.
SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT
Pursuant to Provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s. V.M & Associates, Practicing Company Secretary (Firm Registration No.: P1984RJ039200), Jaipur to undertake the Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report in form MR-3 is included as Annexure-2 and forms integral part of the Report.
The Secretarial Audit Report does not contain any qualification/ reservation & adverse remark.
The Board of Directors has re-appointed M/s. V.M & Associates, Practicing Company Secretary, Jaipur to conduct the Secretarial Audit for the Financial Year 2018-19.
As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained a written certificate from the above mentioned Auditors to the effect that they conform with the limits specified in the said Section and that they are not disqualified for appointment within the meaning of Section 141 of the said Act and they hold the peer review certificate issue from ICAI.
INTERNAL AUDITORS
Pursuant to Provision of Section 138 of the Companies Act, 2013 read with Companies Accounts Rules) 2014, the Company appointed M/s. Rajeev Amitabh & Co , {FRN: 009942N} Chartered Accountant, New Delhi to undertake the Internal Audit for the Financial Year 2017-18. The Scope of Internal Audit closely monitor by the Audit Committee. The Internal Auditor submits their report on half yearly basis and same has been placed before the Audit Committee along with Management response, if required. Board of Directors in its meeting held on 17th May, 2018 has re- appointed M/s. Rajeev Amitabh & Co, Chartered Accountant, New Delhi to conduct the Internal Audit of the Company for the Financial Year 2018-19.
FIXED DEPOSITS
During the Financial Year 2017-18, your Company has not invited, accepted or renewed any deposits within the meaning of Section 73, 74 and 76 of the Companies Act., 2013 read together with the Companies (Acceptance of Deposit) Rules, 2014 as amended. The borrowing taken from the directors was stated in financial statements Note No. 14.
SHARE CAPITAL
During the year under review, Forfeiture of 21000 partly paid up shares and conversion of 4200 partly paid up shares into fully paid up was implemented on account of Resolution passed by the Directors on 27th March, 2018.
The present capital structure of the company as on 31.03.2018 is as under:
Equity Share Capital : Rs. 399.69 Lakh
Preference Share Capital : Rs. 2307.50 Lakh
RESERVE
The company does not propose to transfer any sum to the General Reserve out of the amount available for appropriation.
EXTRACT OF ANNUAL RETURN
The Extract of the Annual Return in Form MGT-9 containing details as on the financial year ended 31st March, 2018, as required under Section 92 (3) of the Companies Act,2013, read with the Companies (Management and Administration) Rules 2014, is included in the Report as an Annexure-7.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitment affecting the financial position of the Company between the end of the financial year as on 31st March, 2018 and date of this report affecting the financial position of the company.
SIGNIFICANT MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE
There were no significant and material orders passed by the regulators, courts or tribunals which would impact the going concern status of the company.
SUBSIDIARY COMPANY
During the year, the Company has no Subsidiaries/ associate companies / Joint Venture as on 31st March, 2018.
LOANS, GUARANTEES & INVESTMENTS BY THE COMPANY
The Company has not given any Loans, Guarantees, and Investments covered under the provisions of Section 186 of the Companies Act, 2013.
INTERNAL FINANCIAL CONTROL SYSTEM
The Company has put in place an adequate system of internal control commensurate with its size and nature of business to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the Company checks and verifies the internal control system and monitors them in accordance with the policy adopted by the Company. The Audit Committee of the Board of Directors, Statutory Auditor and Department head were appraised of the internal audit finding and corrective action taken thereon. The audit observation/ management response was placed before the committee. We believe that our internal financial control system provides reasonable assurance that our internal financial control is designed effectively and is operating as intended.
REPORT ON CORPORATE GOVERNANCE A separate section on Corporate Governance and a certificate from Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with Stock Exchange forms a part of the Annual Report as given in Annexure-8.
VIGIL MECHANISM /WHISTLE BLOWER POLICY
Your Company is committed to highest standard of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(9) of the Companies Act, 2013 and Listing Regulations. The Policy provides a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. The policy is to promote ethical behavior in all its business activities and to report concerns and unethical behavior, actual or suspected fraud or violation of our code of conduct and ethics. Under the said Mechanism, the employees are free to report violations of applicable laws and regulations and the Code of Conduct. It also provides for adequate safeguards against the victimization of persons who use such mechanism. The Vigil Mechanism /Whistle Blower Policy have been posted on the Company''s website http://www.reliancechemotex.com/investor.
The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time. Your Company affirms that no director/employee has been denied to access the Chairman of the Audit Committee and that no compliant was received during the year. Brief details about the policy are given in the Corporate Governance Report.
NOMINATION & REMUNERATION POLICY
The Board of Directors has framed the policy on Nomination & Remuneration which lays down the framework in relation to remuneration of Directors, Key Managerial Person and Senior Management of the Company. This policy also lays down the criteria for selection and appointment of Board Members. The Nomination & Remuneration policy has been posted on the Company''s website http://www.reliancechemotex.com/investor.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is available on the Company''s website at http://www.reliancechemotex.com/investor. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties.
All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm''s Length Basis.
All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arm''s Length basis. No Material Related Party Transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. The disclosure of particulars of contracts/ arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 is given in AOC -2 as given in Annexure-3.
DISCLOSURE UNDER THE SEXUAL HARRASAMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has always believed in providing a safe and harassment free workplace for every individual through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed off during the year 2017-18:
|
S.No. |
No. of complaints received |
No. of complaints disposed off |
|
1 |
NIL |
NIL |
COMMITTEES OF THE BOARD
The Board of Directors has following committees:
1. Audit Committee
2. Nomination & Remuneration Committee
3. Stakeholders Relationship Committee
4. CSR Committee
5. Finance Committee
The details of committees along with their composition, number of meetings and attendance of the meetings and other details are provided in the Corporate Governance Report in Annexure- 8.
CORPORATE SOCIAL RESPONSIBILITY
In terms of requirements of Section 135 of the Companies Act, 2013 and rules issued there under, the Board of Directors of your company has constituted a CSR Committee comprising of Mr. K.L. Sonthalia, Mr. R.N. Sharma and Mr.. Rahul Shroff as members of the committee. This committee is responsible for formulating, implementing and monitoring the CSR Policy of the company. The policy on CSR may be accessed on the Company website at www.reliancechemotex.com.
During the year under review, the company has spent Rs. 12.58 Lakh/- towards CSR activities.
The Report on CSR Activities as required under the Companies Act, 2013 are set out in the Annexure -4.
PARTICULARS OF EMPLOYEES & THEIR DISCLOSURES:
The information required pursuant to Section 197 (12) read with rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of managerial remuneration of the Company is set out in the Annexure-5.
A Statement of the employees of the company who were in receipt of the remuneration exceeding the limit prescribed u/s 197(12) read with rule 5(2), of The Companies (Appointment and Remuneration of Managerial Personnel) of the Companies Act, 2013 during the year under review, a statement of particular of top ten employees in accordance with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 is appended as Annexure-6.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.
The statement pursuant to Section 134 (3)(m) of The Companies Act, 2013 read with the Rule 8(3) of The Companies (Accounts) Rules,2014 regarding particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act is given in Annexure no.1.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(3)©of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, Board of Directors hereby state and confirm that:
(i) In the preparation of the annual accounts for the year ended March 31, 2018 the applicable accounting standards and schedule III of the Companies Act, 2013 had been followed and there are no material departure from the same;
(ii) Appropriate accounting policies have been selected and these have been applied consistently and that the judgments and estimates that have been made are reasonable and prudent so as to provide a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;
(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 to safeguard the assets of the Company and to prevent or detect fraud and other irregularities;
(iv) The annual accounts for the year ended 31stMarch, 2018 have been prepared on a going concern basis;
(v) Robust and detailed Internal Financial Controls to be followed by the Company have been laid down. These controls are adequate and were operating effectively; and
(vi) The proper system to ensure compliance with the provisions of all applicable law is in place.
CAUTIONARY STATEMENT
Certain statements in this Board''s Report and Management Discussion and Analysis describing the Company''s objectives, projections, estimates and expectations may be "forward-looking statements," within the meaning of applicable laws and regulations. Forward-looking statements are identified in this report by using words like "anticipates", "believes", "expects", "intends" and other similar expressions in such statements. Although we believe our expectations are based on reasonable assumptions, these forward-looking statements may be influenced by numerous risks and uncertainties that could cause actual outcomes and results to be materially different from those expressed or implied. Some of these risks and uncertainties have been discussed in the section on "Risk Management". The Company takes no responsibility for any consequence of decisions made, based on such statements, and holds no obligation to update these in the future. Market data and information are gathered from various published and unpublished reports. Their accuracy, reliability and completeness cannot be assured.
APPRECIATION & ACKNOWLEDGMENT
The Directors express their grateful appreciation for the cooperation and continued assistance received from Financial Institutions, Banks, Government Authorities, Shareholders, Suppliers and Esteemed Customers. The Directors also wish to place on record the appreciation for the services rendered by the Employees of the Company.
FOR AND ON BEHALF OF BOARD OF DIRECTORS
FOR RELIANCE CHEMOTEX INDUSTRIES LIMITED
Place: Mumbai (Sanjiv Shroff) ( Rahul Shroff)
Date: 13th August, 2018 DIN: 00296008 DIN : 02301693
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting their 37th Annual Report on
the business and operations of the Company and Audited Financial
Statements for the Financial Year ended on 31st March, 2015.
FINANCIAL HIGHLIGHTS
The Company's financial performance for the year ended on 31st March,
2015 is summarised below:
Rs. in lacs
FINANCIAL YEAR
PARTICULARS 2014-15
Total Revenues (including other income) 25123.96
Profit before, Interest, Depreciation & 2733.62
amortization, and Tax
Less: Interest / Finance Cost 1256.51
Less: Depreciation & amortization 571.72
Profit before Tax 905.39
Less: Provision for Taxation
Current year 172.00
Earlier year Tax (35.51)
Deferred Tax 117.31
Wealth Tax 0.60 254.40
Profit after Tax 650.99
Add: Profit brought forward 1585.06
from previous year
Total Available surplus 2236.05
Ou t of which the following appropriations
have been made
Transfe r to General Reserve 10.00
Propose d Dividend
Preferen ce Shares 206.83
Equity Shares 39.77 246.60
Tax on Proposed Dividend 50.20
Closing Balance in Statement of Profit and 1929.25
Loss
Rs. in lacs
FINANCIAL YEAR
PARTICULARS 2013-14
Total Revenues (including other income) 25262.23
Profit before, Interest, Depreciation & 2583.64
amortization, and Tax
Less: Interest / Finance Cost 1076.32
Less: Depreciation & amortization 561.53
Profit before Tax 945.79
Less: Provision for Taxation
Current year 190.00
Earlier year Tax 6.03
Deferred Tax 183.47
Wealth Tax 0.35 379.85
Profit after Tax 565.94
Add: Profit brought forward 1297.59
from previous year
Total Available surplus 1863.53
Ou t of which the following appropriations
have been made
Transfe r to General Reserve 10.00
Propose d Dividend
Preferen ce Shares 191.57
Equity Shares 37.87 229.44
Tax on Proposed Dividend 39.03
Closing Balance in Statement of Profit and 1585.06
Loss
RESULT OF OPERATIONS AND STATE OF COMPANYS AFFAIRS
The highlights of the Company's Performance are as under:
* Revenue from operations including other income decreased by 0.55% to
Rs.25123.96 Lacs
* Exports decreased by 1.22% to Rs. 13578.69 Lacs.
* PBDIT increased by 5.80 % to Rs. 2733.61 Lacs.
* Cash Profit decreased by 1.99% to Rs. 1477.00 Lacs.
* Net Profit increased by 15.02% to Rs. 650.99 Lacs.
Net Revenue from operations, including other income for the year ended
31st March, 2015 was Rs 25123.96 Lacs as against Rs 25262.23 Lacs in
the previous year. Though yarn production during the year was higher at
13349 Tons compared to 12525 Tons in the previous year. Net revenue
including the other income was almost flat mainly as a result of
decrease in the prices of polyester yarn due to decrease in prices of
polyester fiber. Average price of polyester fiber during the year
decreased to Rs. 91.76 per kg compared to Rs.101.76 per kg in the
previous year.
Cost of goods sold as percentage of net revenue, including other income
decreased to 53.73%as against 57.51% in the previous year. The decrease
is on account of reduction in polyester fiber prices on the back of a
significant drop in crude prices.
Employees cost as a percentage of net revenue including other income
increased to 12.41% as against 10.05% in the previous year mainly on
account of increase in DA, reduction in discounting rate which
adversely impacted the provision for retirement benefits and
recruitment of additional manpower for the capacity expansion
undertaken during the year.
Other expenses as a percentage of net revenue including other income
marginally increased to 22.97% as against 22.21% in the previous year
mainly due to increased stores and spares consumption and higher
selling expenses for exports.
Finance cost as a percentage of net revenue including other income
increased to 5.00% as against 4.26% during the previous year mainly due
to an additional term loan availed during the year for the expansion /
modernization project.
DIVIDEND ON EQUITY SHARES
The Board of Directors has recommended a Dividend of 10% (i.e. Rs.
1.00/- per Share) on Equity Shares of Rs.10/- each as final Dividend.
The Dividend, if approved by the Members at the Annual General Meeting
will absorb a sum of Rs. 39.77Lacs and Rs. 8.09 Lacs by way of
Dividend Distributions Tax thereon.
DIVIDEND ON PREFERENCE SHARES
The Board of Directors has recommended a Dividend of 10%(i.e. Rs.
10.00/- per Share) on Cumulative Redeemable Preference shares of
Rs.100/- each. Dividend has to be paid as per the terms of the issue
for the year, which will absorb a sum of Rs. 206.83 Lacs for such
Dividend and Rs 42.11 Lacs by way of Dividend Distribution Tax thereon.
RESERVES
During the year under review, a sum of Rs. 10.00 Lacs has been
transferred to General Reserve.
CURRENT OUTLOOK
Current outlook, industry structure & development along with
opportunities and threats are discussed in detail in the Management
Discussion & Analysis Report, which forms part of this report.
FINANCE
Your Company has been in strong financial health during the year under
review. During the year, your Company has:
* Allotted 3,00,000 10% Cumulative Redeemable Preference Shares of
Rs.100/- each on 17.01.2015 aggregating to Rs. 300.00 Lacs.
* Repaid Rs.959.63 Lacs of term loans to the Banks and Financial
Institutions.
* Availed Corporate Loan of Rs 1000.00 Lacs from State Bank of India
Furthermore, during the year under review, RIICO & Exim Bank Ltd has
disbursed term loan of Rs. 1200 Lacs &Rs. 1041.00 Lacs respectively for
the expansion / modernization project. The Company's Bankers have
provided a need-based working capital facility during the year.
EXPORTS
Exports have always been the main focus of your Company. The Company's
exports have increased 14.06 % from 6344 metric tonnes to 7236 metric
tonnes. However, in value terms exports decreased to Rs 13578.69 Lacs
compared to Rs 13746.56 Lacs due to appreciation in value of INR
against Euro.
RATINGS
ICRA has upgraded the rating on the bank facilities of the Company to
"ICRA BBB from CRISIL BBB-/Stable/Crisill A3".
This upgrade in rating reflects an improvement in the Company's overall
financial risk profile, particularly its liquidity, backed by stable
accruals, continued fund support from promoters, and prudent financing.
The Company's successful commissioning of its enhanced capacities along
with a stable demand from its customers will ensure that it achieves an
annual topline growth of about 10% over the medium term and improve its
operating margin from 10% to 12-13 % over the years.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Shri N.G Khaitan, Non-Executive & Non Independent Director & Shri Rahul
Shroff, Executive Director of the Company who retire by rotation at the
ensuing Annual General Meeting and being eligible have offered
themselves for re-appointment.
Smt. Dipika Shroff, who was appointed as an additional director in the
board meeting held on 10th February, 2015 and holds office up to the
date of ensuing Annual General Meeting, is proposed to be appointed as
Director of Company at the ensuing Annual General Meeting. The Company
has received necessary notice under Section 161(1) of Companies the
Act, 2013 from a member proposing her appointment and the resolution
for her appointment shall be placed at the Annual General Meeting for
the approval of members
Information as required pursuant to clause 49 of listing agreement with
the stock exchanges on the directors, including those retiring by
rotation is provided in the report of corporate governance.
Your Directors recommend the said appointments /re- appointments as
stated above.
During the year Shri V.B.L Mathur & Shri B.K Agarwal resigned from
Directorship of the Company w.e.f 06th February,2015 and 31st
March,2015 respectively. The Board places on record its gratitude for
the services rendered for very long time by Shri V.B.L Mathur & Shri
B.K Agarwal during their association with the Company. Shri Mahesh
Kumar Gupta, CFO & CS, also resigned from the Company w.e.f 09th
August, 2014.
During the year under review, the Company has appointed/ re- appointed
following people as Key Managerial Personnel in the Meeting held on
09thAugust, 2014.
1. Shri Sanjiv Shroff as Managing Director
2. Shri Ravindra Kala as Chief Financial Officer
3. Shri Vimal Tank as Company Secretary
APPOINTMENT OF INDEPENDENT DIRECTORS / EXECUTIVE DIRECTORS AT LAST AGM
In compliance with the provision of Section 149 & 152 and schedule IV
and other applicable provision, if any, of the Companies Act, 2013 read
with (Appointment and Qualification of Directors) rules 2014, Shri
Narayan Shroff, Shri V.B.L Mathur, Shri K.L Sonthalia, Shri Shanker
Menon, Shri Ramadoss Srinivasn and Shri B.K Agarwal were appointed as
Independent Directors at the 36th Annual General Meeting for a term of
5 year from 29.09.2014 to 28.09.2019.
At the aforesaid AGM, Shri Sanjiv Shroff, Managing Director of your
Company was re-appointed for three years commencing from 01.09.2014 to
31.08.2017 & Shri R.N Sharma, Whole time Director was re-appointed for
a term of three years from 29.09.2014 to 28.09.2017.
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed under sub- section (6) of Section 149 of the
Companies Act, 2013.
BOARD EVALUATION
Pursuant to Provision of the Companies Act, 2013 read with Rules issued
there under and Clause 49 of Listing Agreement, the Board has carried
out an annual evaluation of its own performance, the directors
individually, as well as the evaluation of the working of its
Committees. The performance of Individual Directors, the Board and its
various Committees were discussed in details. A structured questionnaire
each for evaluation of the Board, its various Committees and individual
director were prepared and recommended to the Board of Director by
Nomination & Remuneration Committee for doing the required evaluation,
after taking into consideration the input received from directors
covering, various aspect of the Boards function such as adequacy of the
composition of the Board and its committees, execution and performance
of specific duties, obligations and governance etc.
A separate exercise was carried out to evaluate the performance of
individual directors including the Chairman of the Board, who were
evaluated on parameters such as level of engagement and contribution,
independence of judgement, safeguarding the interest of the Company. A
Performance evaluation of Independent Directors was carried out by the
entire board. A Performance evaluation of the Chairman and
non-independent directors was also carried out by the Meeting of
Independent Directors separately.
NUMBER OF MEETING OF BOARD
The Board of Directors met six times during the year on 30.05.2014,
09.08.2014, 31.10.2014, 17.01.2015, 10.02.2015 and 30.03.2015. The
frequency of and the quorum at these meetings were in conformity with
the provisions of the Companies Act, 2013 and the Listing Agreement
entered into by the Company with the Stock Exchanges. Attendance and
other details are given in Corporate Governance Report. The intervening
gap between any two meetings was within the period prescribed by the
Companies Act, 2013.
STATUTORY AUDITORS
M/s G.P. Kejriwal & Co. Chartered Accountants, Jaipur (Firm
Registration Number: 001036C), were appointed as Statutory Auditor of
the Company at the previous Annual General Meeting held on 29th
September, 2014 till the conclusion of 39th Annual General Meeting,
subject to ratification of their appointment in every Annual General
Meeting. As required under the provisions of Section 139 of the
Companies Act, 2013, the Company has obtained a written certificate
from the above mentioned Auditors to the effect that they conform with
the limits specified in the said Section and that they are not
disqualified for appointment within the meaning of Section 141 of the
said Act.
Ratification of appointment of Statutory Auditors is being sought from
the shareholders of the Company at the ensuing AGM.
As required under clause 41 of Listing Agreement, the Auditors have
also confirmed that they hold a valid certificate issued by the peer
review Board of ICAI.
AUDITORS REPORT
The Auditor's Report for the F.Y. 2014-15 does not contain any
qualification, reservation or adverse remarks.
COST AUDITORS
Cost Audit Report for the year 2013-14 was filed with the MCA on
26.09.2014 before due date. Due to applicability of New Companies Act,
2013 and Cost Audit Rules clarify that the Cost Audit for the year
2014-15 was not applicable on your Company but the Management has
decided to conduct the Audit by M/s HMVN & Associates Cost Accountants,
31, Community Centre, Golden Palace, 2nd Floor, Ashok Vihar,
Delhi-110052 for the year 2014-15 for their Internal Control.
M/s. HMVN & Associates,Cost Accountants, New Delhi has been appointed
by the Board to conduct the Audit for the Financial Year 2015-16. As
required under the Companies Act,2013 the remuneration payable to the
Cost Auditors is required to be placed before the members in a general
meeting for their ratification. Accordingly, a resolution seeking
member's ratification for remuneration payable to M/s. HMVN &
Associates, Cost Accountant, New Delhi is included in the Notice of
Annual General Meeting.
SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT
Pursuant to Provision of Section 204 of the Companies Act, 2013 and
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, made there under, the Company has appointed M/s. V.M &
Associates, Practicing Company Secretary, Jaipur to undertake the
Secretarial Audit of the Company. The Secretarial Audit Report is
included as Annexure-2 and forms integral part of the Report.
The Secretarial Audit Report does not contain any qualification/
reservation & adverse remark.
The Board of Directors has re-appointed M/s. V.M & Associates,
Practicing Company Secretary, Jaipur to conduct the Secretarial Audit
for the Financial Year 2015-16.
INTERNAL AUDITORS
Pursuant to Provision of Section 138 of the Companies Act,2013 and
Companies (Accounts) Rules, 2014 made thereunder, the Board of
Directors in its meeting held on 08th August,2015 has re- appointed
M/s. Rajeev Amitabh & Co, Chartered Accountant, New Delhi to conduct
the Internal Audit of the Company for the Financial Year 2015-16.
FIXED DEPOSITS:
During the Financial Year 2014-15, your Company has not invited,
accepted or renewed any deposits from the public within the meaning of
Secti'on73 and 74 of the Companies Act., 2013 read together with The
Companies (Acceptance of Deposit) Rules, 2014.
SHARE CAPITAL
During the year under review, the Company has allotted 3,00,000 No.s of
10% Cumulative Redeemable Preference Shares of Rs. 100/- on 17.01.2015
on private placement basis to augment long term funds and increase
shareholders fund. After issue of above additional Preference Shares,
issued preference capital increased to Rs. 2307.50 Lacs. During the
Year the Company has extended the period of Redemption of 325000 10%
Cumulative Redeemable Preference Shares of Rs. 100/- each up to 20
years. Present Capital Structure are as under.
Equity Share Capital : 399.48 Lacs
Preference Share Capital : 2307.50 Lacs
EXTRACT OF ANNUAL RETURN
The Extract of the Annual Return in Form MGT-9 containing details as on
the financial year ended 31st March, 2015, as required under Section 92
(3) of the Companies Act, 2013, read with the Companies (Management and
Administration) Rules 2014, is included in the Report as an Annexure-7.
MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitment affecting the financial
position of the Company between the end of the financial year as on
31st March,2015 of the Company to which the financial statements
related and date of this report (August 08, 2015).
SIGNIFICANT MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS
IN FUTURE
There were no significant and material orders passed by the regulators,
courts or tribunals which would impact the going concern status of the
Company.
SUBSIDIARY COMPANY
The Company has no Subsidiaries as on 31st March, 2015.
LOANS, GUARANTEES & INVESTMENTS BY THE COMPANY
Details of Loans, Guarantees, and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are provided in
the Note No. 12 of the Financial Statement.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has put in place an adequate system of internal control
commensurate with its size and nature of business to safeguard and
protect from loss, unauthorized use or disposition of its assets. All
the transactions are properly authorized, recorded and reported to the
Management. The Company is following all the applicable Accounting
Standards for properly maintaining the books of accounts and reporting
financial statements. The internal auditor of the Company checks and
verifies the internal control and monitors them in accordance with the
policy adopted by the Company. Your Company is implementing ERP system
to have better internal control.
REPORT ON CORPORATE GOVERNANCE
A separate section on Corporate Governance and a certificate from
Auditors of the Company regarding compliance with the conditions of
Corporate Governance as stipulated under Clause 49 of the Listing
Agreement with Stock Exchange form a part of the Annual Report are
given in Annexure-8 .
VIGIL MECHANISM /WHISTLE BLOWER POLICY
Your Company is committed to highest standard of ethical, moral and
legal business conduct. Accordingly, the Board of Directors have
formulated a Whistle Blower Policy which is in compliance with the
provisions of Section 177(9) of the Companies Act, 2013 and Clause 49
of the Listing Agreement. The Policy provides a framework and process
whereby concerns can be raised by its employees against any kind of
discrimination, harassment, victimization or any other unfair practice
being adopted against them. The policy is to promote ethical behavior
in all its business activities and to report concerns and unethical
behavior, actual or suspected fraud or violation of our code of conduct
and ethics. Under the said Mechanism, the employees are free to report
violations of applicable laws and regulations and the Code of Conduct.
It also provides for adequate safeguards against the victimization of
persons who use such mechanism. The Vigil Mechanism/Whistle Blower
Policy has been posted on the Company's website
www.reliancechemotex.com.
The functioning of the vigil mechanism is reviewed by the Audit
Committee from time to time.
Your Company here affirm that no director/employee has been denied
accessed to the Chairman of the Audit Committee and that no compliant
were received during the year. Brief details about the policy are given
in the Corporate Governance Report.
NOMINATION & REMUNERATION POLICY
The Board of Directors has framed the policy on Nomination &
Remuneration which lays down the framework in relation to remuneration
of directors, Key Managerial Person and Senior Management of the
Company. This policy also lays down the criteria for selection and
appointment of Board Members. The Nomination & Remuneration policy has
been posted on the Company's website www.reliancechemotex.com and also
annexed with the report in Annexure-6.
Remuneration Committees was renamed as "Nomination & Remuneration
Committee in the Meeting of Board of Directors held on 30th May, 2014.
Further the Board of Directors also approved the Policy on Nomination &
Remuneration in the Meeting held on 09th August, 2014. Further the said
Committee was reconstituted in the Board Meeting held on 10th February,
2015 with the following person namely Shri K.L Sonthalia, Shri Shanker
Menon and Shri Ramadoss Srinivasan.The Remuneration policy of the
Company comprising the appointment and remuneration of the Directors,
KMP & Senior Executive of the Company including criteria for
determining qualification, positive attributes and independence of
directors and other related matter has been provided in the Corporate
Governance Report.
RELATED PARTY TRANSACTION
The Company has framed the policy on related party transactions and the
Audit Committee shall review the related party transactions in every
meeting. As reviewed by the Audit Committee there are no material
related party transactions during the year. Audit Committee in the
Meeting held on 30th May, 2014 has sanctioned the omnibus approval of
various transaction with related party for one year. Although during
the year the Company has approved the Lease/ Leave Agreement with Indo
Textile & Fibers Ltd, A.S Chemotex Private Limited, A.R Commercial
Private Limited & Spell Fashions Private Limited from 01.04.2014 and
obtained the shareholders' approval in the Annual General Meeting held
on 29.09.2014. The disclosure of particulars of contracts/arrangements
entered into by the Company with related parties referred to in
sub-section (1) of section 188 of the Companies Act, 2013 is given in
AOC -2 as given in Annexure-3. The policy on related party transactions
are posted on companies website www.reliancechemotex.com
DISCLOSURE UNDER THE SEXUAL HARRASAMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has always believed in providing a safe and harassment free
workplace for every individual through various interventions and
practices. The Company always endeavors to create and provide an
environment that is free from discrimination and harassment including
sexual harassment.
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and
disposed off during the year 2014-15.
No. of No. of
S. No. complaints complaints
received disposed off
1 NIL N.A.
The Company Framed a Policy on Sexual Harassment of Women at the
Workplace and also the committee has been constituted namely to redress
the compliant received regarding sexual harassment. There is no
complaint received during the year.
COMPOSITION OF AUDIT COMMITTEE
As per the requirement of Clause 49 of the Listing Agreements with
Stock Exchange and in compliance of Section 177 of Companies Act, 2013,
the Company had re- constituted the Audit Committee in the board
meeting held on 10th February, 2015 comprising the following Directors
1. Shri K.L.Sonthalia - Chairman
2. Shri N.G.Khaitan - Member
3. Shri Shankar Menon - Member
4. Shri Ramadoss Srinivasn - Member
Shri K.L Sonthalia is the Chairman of the Audit Committee.
The composition, role, functions and powers of the 'Audit Committee'
are in accordance with Clause 49 of the Listing Agreement with Stock
Exchange and Section 177(1) of the Companies Act, 2013.
CORPORATE SOCIAL RESPONSIBILITY
In terms of requirements of Section 135 of the Companies Act, 2013 and
rules issued there under, the Board of Directors of your Company has
constituted a CSR Committee comprising of Shri K.L Sonthalia, Shri R.N
Sharma, Shri Rahul Shroff as members of the committee. This Committee
is responsible for formulating, implementing and monitoring the CSR
Policy of the Company. During the year, on the recommendation of CSR
Committee, the Board of Directors has given the aid of Rs. 13,38,000/-
towards Prime Minister National Relief Fund. The Report on CSR
Activities required under the Companies Act, 2013 are set out in the
Annexure- 4.
RISK MANAGEMENT
Your Company has framed the Risk Management Policy and has constituted
a Committee on Risk Management. The Committee closely monitors all risks
that could have a negative effect on the Company. The Risk Management
Committee comprised of Shri Rahul Shroff, Shri Sanjiv Shroff, Shri Ameya
Shroff & Shri R.N Sharma, and was also attended by the CFO and the
Company Secretary. Risk which has reviewed by the Risk Management
Committee are Financial Risk, Compliance Risk, Hazardous Risk, and
Employee Related Risk.
Although the Company has long been following the principle of risk
minimization as is the norm in every industry, it has now become
compulsion. Therefore, in accordance with clause 49 of the listing
agreement the Board members were informed of risk assessment and
minimization procedures after which the Board formally adopted steps
for framing, implementing and monitoring the risk management plan for
the Company. The main objective of this policy is to ensure sustainable
business growth with stability and to promote a proactive approach to
reporting, evaluating and resolving risks associated with the business.
In order to achieve the key objective, the policy establishes a
structured and disciplined approach to Risk Management, in order to
guide decisions on risk related issues.
PARTICULARS OF EMPLOYEES & THEIR DISCLOSURES:
The information required pursuant to Section 197 (12) read with rule 5
(1) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of employees of the Company is
appended as Annexure- 5.
A detailed discussion on human resources & industrial relations is made
in the "Management Discussion & Analysis Report" which forms a part of
this report. The Board places on record their appreciation for the
effort and contribution made by each employee and for each employee's
continued high level of performance.
There are no employees of the Company in receipt of remuneration of Rs.
5.00 Lacs Per Month or more as required to be furnished under Section
197 (12) of the Companies Act, 2013 and rules made there under, read
with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial personnel) Rules, 2014.
MANAGERIAL REMUNERATION
The detail of Managerial Remuneration are given elsewhere in Corporate
Governance Report as forming part of Board's Report.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO.
The statement pursuant to Section 134 (3)(m) of The Companies Act, 2013
read with the Rule 8(3) of The Companies (Accounts) Rules,2014
regarding particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be
disclosed under the Act is given in Annexure- 1.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(3)(c) of the Companies Act,
2013, with respect to Directors' Responsibility Statement Board of
Directors hereby state and confirm that:
(i) In the preparation of the annual accounts for the year ended March
31st, 2015 the applicable accounting standards and schedule III of the
Companies Act, 2013 had been followed and there are no material
departures from the same;
(ii) Appropriate accounting policies have been selected and these have
been applied consistently and that the judgements and estimates that
have been made are reasonable and prudent so as to provide a true and
fair view of the state of affairs of the Company at the end of the
financial year and of the profit or loss of the Company for that
period;
(iii) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 to safeguard the assets of the Company and to
prevent or detect fraud and other irregularities;
(iv) The annual accounts for the year ended 31st March, 2015 have been
prepared on a going concern basis;
(v) Robust and detailed Internal Financial Controls to be followed by
the Company have been laid down. These controls are adequate and were
operating effectively;
(vi) Appropriate system have been devised to ensure that your Company
is compliant with all applicable provisions and statutory requirements.
These systems were adequate and operating effectively.
ACKNOWLEDGMENT
The Directors express their grateful appreciation for the co- operation
and continued assistance received from Financial Institutions, Banks,
Government Authorities, Shareholders, Suppliers and Esteemed Customers.
The Directors also wish to place on record the appreciation for the
services rendered by the Employees of the Company.
FOR AND ON BEHALF OF BOARD OF DIRECTORS
FOR RELIANCE CHEMOTEX INDUSTRIES LIMITED
Place: Mumbai (Sanjiv Shroff) (Rahul Shroff)
Date: 08th August, 2015 DIN: 00296008 DIN : 02301693
Mar 31, 2014
Dear Shareholders,
The Directors have the pleasure of placing before you the THIRTY SIXTH
Annual Report along with the Audited Accounts of the Company for the
year ended 31st March 2014.
Rs. in Lacs
FINANCIAL RESULTS Year ended Year ended
31.03.2014 31.03.2013
Profit before Depreciation &
amortisation,
exceptional items and Tax 1564.61 1278.41
Less: Depreciation &
amortisation 561.53 470.27
1003.08 808.14
Less: Exceptional item 57.28 37.92
Profit before Tax 945.80 770.22
Less: Provision for Taxation
Currentyear 190.00 154.00
Earlieryear Tax 6.03 4.45
DeferredTax 183.47 8.16
WealthTax 0.36 379.86 0.14 166.75
Profit after Tax 565.94 603.47
Add: Profit brought
forward 1297.59 901.55
from previous year
1863.53 1505.02
Out of which the following
appropriations have been
made Transfer to General
Reserve 10.00 10.00
Interim / Proposed Dividend
Preference Shares 191.57 132.71
Equity Shares 37.87 229.44 36.07 168.78
Tax on Interim / Proposed
Dividend 39.04 28.65
Leaving a balance of to be
carried forward 1585.05 1297.59
1863.53 1505.02
INTERIM DIVIDEND ON EQUITY SHARES
Your Directors have declared an Interim Dividend of 7.50% on Equity
Shares i.e. Rs. 0.75 per share of Rs. 10/- each at their Board Meeting
held on 08.02.2014 which has already been distributed among the
Shareholders of the Company. It has absorbed a Sum of Rs. 28.40 Lacs
and Rs. 4.83 Lacs by way of Dividend Distribution Tax for therein.
FINALDIVIDENDONEQUITYSHARES
Your Directors propose a Dividend of 2.5% on Equity Shares i.e.
Rs.0.25 perShare of Rs.10/- each as final Dividend. The Dividend, if
approved by the Members at the Annual General Meeting, will absorb a
sum of Rs. 9.47 Lacs and Rs. 1.61 Lacs by way of Dividend Distributions
Tax thereon.
INTERIM DIVIDEND ON PREFERENCE SHARES
Your Directors have also declared an Interim Dividend of 7.50% on 10%
Cumulative Redeemable Preference Shares i.e. Rs. 7.50 per share of Rs.
100/- each amounting to Rs. 143.06 Lacs and Rs. 24.31 Lacs as
DividendTaxwhich hasalso been distributed.
FINAL DIVIDEND ON PREFERENCE SHARES
The remaining Dividend @ 2.50% on 10% Cumulative Redeemable Preference
shares of Rs.100/- each has to be paid as per the terms of the issue
for the year, which will absorb a sum of Rs. 48.51 Lacs for such
Dividend and Rs. 8.24 Lacs by way of Dividend DistributionTaxthereon.
OPERATIONS
The company has performed strongly in the past financial year despite
many economic challenges on both the global and domestic front. The
company has achieved its highest ever turnover on the back of continues
modernisation, innovative product development and steady expansion.
Over this past financial year, the company has continued to focus on
enhancing its economies of scale, increasing productivity, reducing
costs, shrinking delivery schedules, investing in research and
development of new products and aggressively pursuing opportunities in
new markets. The company has increased its yarn production, which has
resulted in an increase in its revenue, cash profit and profit before
depreciation, interest and taxes.
The highlights of the company''s performance are shown below:
The Yarn Production has increased by 22.25% to 12,525 metric tonnes.
The Revenue from operations has increased by 20.94% to Rs. 25,552.78
Lacs.
The Cash Profit has increased by 21.51% to Rs. 1,507.33 Lacs.
The Profit before Depreciation, Interest and Taxes has increased by
16.94% to Rs. 2,021.01 Lacs.
The Net Profit has decreased by 6.22% to Rs. 565.94 Lacs.
This decrease in net profit is due to the payment of MAT. We can expect
a MAT credit of Rs. 76.00 lacs in the upcoming years.
EXPORTS
Exports have always been the focus of the company. The company''s
exports (FOB) in the last financial year were Rs. 13,261 Lacs as
against Rs. 11,591 Lacs in the previousyear. This constitutes a 14.41%
increase in the value of the company''s exports.
CURRENT OUTLOOK
Current outlook, industry structure & development along with
opportunities and threats are discussed in detail in the Management
Discussion & Analysis Report, which forms part of this report.
FINANCE
During the year under review the Company has repaid Rs. 945.19 Lacs of
term loans to the Financial Institutions. Disbursement totaling of Rs.
410.32 Lacs was also received from RIICO against sanctioned term loan
of Rs. 10 Crores. The Company''s bankers have provided need-based
working capital limits during the year.
RATINGS
CRISIL has upgraded its rating on the bank facilities of the Company to
"CRISIL BBB-/Stable/crisil A3" from "CRISIL BB /Stable/CRISILA4 ''.
This upgrade reflects an improvement in the Company''s overall financial
risk profile, particularly its liquidity, backed by stable accruals,
continued fund supportfrom promoters, and prudent financing. The
Company''s successful commissioning of its enhanced capacities alongwith
a stable demand from its customers will ensure that it achieves and
annual topline growth of about 10% over the medium term and sustains
its operating margin at 9 to 10 per cent.
FIXED DEPOSITS
The Company has not accepted any deposits during the year under review
as per definitions stated in Section 58A of the Companies Act., 1956.
EXPANSION & MORDENISATION OF PLANT
In keeping with its philosophy of continuous modernisation, strict
quality control and innovation the company has embarked on the
expansion and modernisation of its existing plan situated in Village:
Kanpur, Udaipur (Raj.) in the year under review. This project has an
estimated cost of Rs. 34.70 Crores and focused on the installation of
an additional 4800 Spindles and the modernisation of machines. The
expansion will make the existing production plant more balanced. It
will increase product flexibility and versatility, reduce delivery
time, increase productivity and will allow the company to better
service its customers. The company envisages that this expansion cum
modernisation of machines will be completed by March 2015.
SHARE CAPITAL
During the past financial year, the Company has increased its
Authorised Preference Share Capital by adding 5 Lacs Shares of Rs.
100/- each. The company has also allotted 1,90,000 Equity Shares of
Rs.10/- each and 1,00,000 Preference Shares of Rs. 100/- each to its
promoter group company on private placement basis. Subsequently the
present issued EquityShare Capital is Rs. 4.02 Crores as against 3.83
Crores and Preference Share Capital is Rs.20.07 Crores as against Rs.
19.07 Crores of the Company in last year.
Listing Of Shares
Your Company''s shares are listed at BSE Ltd. and the listing fee for
the year 2014-15 has been duly paid.
DIRECTORS''RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 217 (2AA) of the Companies Act,
1956, with respect to Directors'' Responsibility Statement, it is hereby
confirmed that:
(i) In the preparation of the annual accounts for the year ended March
31,2014 the applicable accounting standards have been followed along
with appropriate explanations relating to material departures. The
notes to the accounts are self explanatory.
(ii) Appropriate accounting policies have been selected and these have
been applied consistently and that the judgements and estimates that
have been made are reasonable and prudent so as to provide a true and
fair view of the state of affairs of the Company.
(iii) Proper and sufficient care has been taken for the maintance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 to safeguard the assets of the Company and to
prevent or detect fraud and other irregularities;
(iv) The annual accounts for the year ended 31st March, 2014 have been
prepared on a going concern basis.
REPORT ON CORPORATE GOVERNANCE
A separate section on Corporate Governance and a certificate from
Auditors of the Company regarding compliance with the conditions of
Corporate Governance as stipulated under Clause 49 of the Listing
Agreement with Stock Exchange form a part of theAnnual Report.
DIRECTORS
Shri R.N Sharma, Whole time Director of the company retires by rotation
at the ensuing Annual General Meeting and being eligible offers himself
for re-appointment.
Shri Ramadoss Srinivasan, who was appointed as additional director in
the board meeting held on 29th October, 2013 and holds office up to the
date of ensuing annual general meeting is proposed to be appointed as
Independent Director of Company at the ensuing Annual General Meeting.
The Company has received necessary notice under Section 161(1) of
Companies the Act, 2013 from a member proposing his appointment and the
resolution for his appointment shall be placed at the annual general
meeting for the approval of members
The Company has received requisite notices in writing from members
proposing Shri V.B.L Mathur, Shri Shankar Menon, Shri B.K Agarwal, Shri
K.L Sonthalia, and Shri Narayan Shroff, for appointmentas Independent
Directors.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed under sub- section (6)ofSecti''on 149
oftheCompaniesAct, 2013.
Information as required pursuant to Clause 49 of the Listing Agreement
with the Stock Exchange on the Directors, including those retiring by
rotation is provided in the Report on Corporate Governance.
Your Directors recommends the said appointments/re- appointments as
stated above.
MANAGEMENT
The tenure of Shri Sanjiv Shroff, as Managing Director of the Company
is expiring on 31st August, 2014. Based on the recommendation of the
Nomination and Remuneration Committee the Board has decided to
re-appoint Shri Sanjiv Shroff as Managing Director of the Company for a
further period of 3Years, subject to approval of the Shareholders in
the ensuing Annual General Meeting.
Shri R.N Sharma, Wholetime Director ofthe company who retire at the
ensuing annual general meeti ng, shall offer himself for his
re-appointment. Board had decided to re-appoint him as Wholetime
Director of the company for a period of three years, subject to
approval of the Shareholders in the ensuing Annual General Meeting.
SUBSIDIARY COMPANY
The Company has no Subsidiaries as on 31st March, 2014.
AUDIT COMMITTEE
As per the requirement of Clause 49 of the Listing Agreements with
Stock Exchange and in compliance of 292(A) of Companies Act, 1956, the
Company had constituted an Audit Committee comprisingthefollowing
Directors:
1. Shri V.B.L.Mathur
2. Shri N.G.Khaitan
3. Shri K.L.Sonthalia
4. ShriShankarMenon
5. Shri RamadossSrinivasan
Shri V.B.L. Mathur is the Chairman of the Audit Committee.
The composition, role, functions and powers of the ''Audit Committee1
are in accordance with Clause 49 of the Listing Agreement with Stock
Exchange and Section 177(1) of the Companies Act, 2013.
NOMINATION AND REMUNERATION COMMITTEE
The Board of Directors of your Company has renamed and reconstituted
its existing ''Remuneration Committee'' as ''Nomination and Remuneration
Committee'' and have also revised its terms of reference to make it in
line with the requirements of Section 178 of the Companies Act, 2013
and clause 49 of the listing agreement. At present, the ''Nomination and
Remuneration Committee'' comprised of Mr. V.B.L Mathur, Mr. K.L
Sonthalia, Mr. Shankar Menon and Mr. Ramadoss Srinivasan as members of
the Committee. This Committee is entrusted with the power and
responsibility by the Board of identifying and recommending to the
Board appointment & removal of Directors, Key Managerial Personnel and
Senior Management Personnel of the Company and to formulate and
monitortheir Remuneration Policy.
Company Secretary ofthe Company acts as Secretary to all these
Committee
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)
In terms of requirements of Section 135 of the Companies Act, 2013 and
rules issued there under, the Board of Directors of your Company has
constituted a CSR Committee comprising of Shri K.L Sonthalia, Shri R.N
Sharma, Shri Rahul Shroff as members of the committee. This Committee
is responsible for formulating and monitoring the CSR Policy ofthe
Company.
PERSONNELS INDUSTRIAL RELATIONS
A detailed discussion on human resources & industrial relations is made
in the "Management Discussion & Analysis Report" which forms a part of
this report. The Board places on record their appreciation for the
effort and contribution made by each employee and for each employee''s
continued high level of performance.
There are no employees of the Company in receipt of a remuneration of
Rs.5,00,000/- per month or more as, required to be furnished under
section 217(12A) Companies Act, 1956 read with the Companies
(Particulars of Employees Rules, 1975) asamended.
AUDITORS
STATUTORY AUDITORS
M/s G.P. Kejriwal & Co. Chartered Accountants, Jaipur, the retiring
Auditors, offer themselves for re-appointment. The Company has received
acceptance from the Auditors to the effect that their appointment, if
made, would be within the prescribed limits under 141(3)(G) of the
Companies Act, 2013.
Boards recommends their re-appointment for a period of three years from
the conclusion of this AG M to the conclusion of the 39th AGM, for the
financial year ending 2017 (subject to ratification ofthe appointment
by the members at every AGM heldafterthisAGM)
AUDITORS REPORT
The observations of the Auditors'' together with the notes in Accounts
they referred to in their report are self-explanatory and do not call
for any further comments.
COST AUDITORS
Cost Audit Report for the year 2012-13 was filed with the MCA on
26.09.2013 before due date. The Cost Audit Report for the year 2013-14
shall become due for filling on 30th September 2014. This report is
under process and will be filed before the due date.
The Company has re-appointed M/s HMVN & Associates, Cost Accountants,
31, Community Centre, Golden Palace, 2nd Floor, Ashok Vihar,
Delhi-110052, as Cost Auditors of the Company for the financial year
2014-15 on such remuneration as may be determined by the Shareholders.
Appointment so made would be in accordance with the provisions of
Section 148 of the Companies Act, 2013 read with Companies (Audit and
Auditors) Rules, 2014.
SECRETARIAL AUDIT REPORT
As a measure of good corporate governance practice company
hasobtainedtheSecretarialCompliance Report from M/s. V.M & Associates
for the financial year ended on 31st March, 2014 as annexed with the
annual report.
In the line with the requirement of section 204 of the Companies Act,
2013 and as recommended by Audit Committee, the Board of Directors of
the Company has appointed M/s. V.M & Associates, Company Secretaries,
to conduct secretarial audit on compliances of the Company for the
financial year 2014-15.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUT GO.
The statement pursuant to Section 217(l)(e) of the Companies Act, 1956,
read with Companies Act (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 is given in the Annexure ''1'' forming
part of the report.
ACKNOWLEDGMENT
The Directors express their grateful appreciation for the co- operation
and continued assistance received from Financial Institutions, Banks,
Government Authorities, Shareholders, Suppliers and Esteemed Customers.
The Directors also wish to place on record the appreciation forthe
services rendered by the Employees of the Company.
On behalf of the Board
R.N.SHARMA SANJIV SHROFF
Place : Mumbai Wholetime Vice Chairman&
Dated :09/08/2014 Director Managing Director
Mar 31, 2012
The Directors have the pleasure of placing before you the THIRTY FOURTH
Annual Report along with the Audited Accounts of the Company for the
year ended 31st March 2012.
FINANCIAL RESULTS Year ended Year ended
31.03.2012 31.03.2011
(Rs. in lacs) (Rs. in lacs)
Profit before'Depreciation &
amortisation,
exceptional items and Tax 877.23 1084.85
Less: Depreciation & amortisation 469.88 458.88
407.35 625.97
Less: Exceptional item 114.01 113.17
Profit before Tax 293.34 512.80
Less : Provision for Taxation
Current Year 60.21 103.85
Deferred Tax 10.79 71.00 (29.44) 74.41
Profit alter tax 222.34 438.39
Add : Profit brought forward
from previous year 882.80 593.20
1105.14 1031.59
Out of which the following
appropriations have been made
Transferto General Reserve 10.00 10.00
Proposed Dividend:
Preference Shares 130.80 83.11
Equity Shares 36.07 166.57 36.07 119.18
Tax on Proposed Dividend 27.02 19.61
Leaving a balance to be
carried forward 901.55 882.80
1105.14 1031.59
DIVIDEND ON EQUITY SHARES
Your Directors propose to maintain a Dividend of 1fj% on Equity Shares
i.e. Rs.1.00 per Share of Rs.10/- each. The Dividend, if approved by
the Members at the Annual General Meeting, will absorb a sum of Rs.
36.07 Lacs and Rs. 5.85 Lacs by way of Dividend Distributions tax
thereon.
DIVIDEND ON PREFERENCE SHARES
The Dividend @ 10% on Cumulative Redeemable Preference shares
of;Rs,100/- each has to be paid;as per the terms of the issue for the
year;: which will absorb a sum of Rs.130.50 Lacs for such Dividend and
Rs.21.17 Lacs by way of Dividend Distribution Tax thereon.
OPERATIONS
During the year under review, your Company's operations suffered due to
high prices of raw materials, higher interest cost and foreign exchange
rate fluctuations. Your Company achieved a turnoverof Rs.20,432.77 Lacs
as compared to - Rs.19,199.40 Lacs in the previous year, an increase of
6.42%.
EXPORTS
Exports (FOB) during the year were Rs.12,937 Lacs as against Rs. 12,599
Lacs in the previous year.
CURRENT OUTLOOK
Current outlook, industry structure & development along with
Opportunities and threats are discussed in detail in the Management
Discussion & Analysis Report, which forms part of this report.
FINANCE
During the year under review the Company has repaid Rs.628.88 Lacs of
term loans to the Financial Institutions. The Term loan of Rs.10
Crores sanctioned by the State Bank of India in last year for Expansion
& Modernization has been revised to Rs.13 Crores. The Company's bankers
have provided need-based working capital limits during the year. FIXED
DEPOSITS
The Company has not accepted any deposits during the year under review
as per definitions stated in Section 58A of the Companies Act., 1956.
EXPANSION & MODERNIZATION OF PLANT During the year the Company has
undertaken the expansion and modernization of its existing plant
situated at Village : Kanpur, Udaipur (Raj.) at an estimated cost of
Rs. 35 Crores for the installation of 10,080 Spindles and the
Modernization of 5,184 Spindles. The new expansion is expected to come
into Commercial^ Production by March, 2013. SHARE CAPITAL
There is no change in issued Equity and Preference Share Capital during
the year. However, the Company has increased Authorised Preference
Share Capital by adding 10 Lacs Preference Shares of Rs.100/- each.
Subsequently the present Authorised Preference Share Capital of the
Company is Rs. 25.25 Crores as against Rs. 15.25 Crores in last year.
DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement of
Section 217(2AA) of the Gorrj(Sanies Act, 1956, with respect to
Directors' Responsibility Statement, it is hereby confirmed that: (i)
in,the preparation of the annual accounts for the year ended March 31,
2012 the applicable accounting standards have been followed along with
proper explanation relating to material departures; The notes to the
accounts are self explanatory. (it) 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. (iii) The Directors
have taken proper and sufficient care to maintain an adequate
accounting records in accordance With the provisions of the Companies
Act, 1956 allowing them to safeguard the assets of the Company and to
prevent or detect fraud and other irregularities; ' (iv) The Directors
have prepared the annual accounts for the year ended 31st March, 2012
on a going concern basis. REPORT ON CORPORATE GOVERNANCE A separate
Section on Corporate Governance and a certificate from Auditors of the
Company regarding compliance with the conditions of Corporate
Governance as stipulated under Clause .49, of the Listing Agreement
with Stock Exchange form apart of the Annual Report. DIRECTORS
Shri V.B.L. Mathur & Shri K. L. Sonthalia retire by rotation at the
ensuing Annual General Meeting and being eligible offer themselves for
re-appointment. Information as required pursuant to Clause 49 of the
Listing Agreement with the Stock Exchange on the Directors, including
those retiring by rotation is provided in the Report on Corporate
Governance.
Shri P. C. D. Nambiar, a Director of the Company since 1986, passed
away on 27th May 2012. Shri P. C. D. Nambiar's guidance, support and
commitment to the Company over the last 26 years had been invaluable.
The Board of Directors would like' to extend their sincerest gratitude
for Shri P. C. D. Nambiar's services to the Company and express their
deepest condolences for his sad demise. His presence on the Board will
be missed.
MANAGEMENT
The tenure of Shri R.N. Sharma, Wholetime Director of the Company is
expiring on 31st October, 2012. Based on the recornmendation of the
Remuneration Committee, the Board hasdecidedto re-appoint Shri R.N.
Sharma as Wholetime Director of the Company for a period of 3 years,
subject to approval of the Shareholders in the ensuing Annual
GeneralMeettng. SUBSIDIARY COMPANY
The Company has no Subsidiary as on 31st March, 2012.
AUDIT COMMITTEE
As per the requirement of Clause 49 of the Listing Agreements With
Stock Exchange and in compliance of Sec. 292(A) of Companies Act,
1956, the Company had constituted an Audit Committee comprising the
following Directors :
1. Shri V. B. L. Mathur
2. Shri P. C. D. Nambiar
3. Shri N. G. Khaitan
4. Shri K. L Sonthalia
Shri V.BiL. Mathur is the Chairman of the Audit Committee. Out of the
above-Directors Shri P.C.D. Nambiar passed away on 27lh May, 2012 and
in his place a new Independent Director will be appointed shortly as an
Audit Committee member. The composition, role, functions and powers of
the 'Audit Committeeare in accordance with Clause 49 of the Listing
Agreement with Stock Exchange and Section 292A of the Companies Act
1956. PERSONNEL & INDUSTRIAL RELATIONS A detailed discussion on human
resources & industrial relations is made in the "Management Discussion
& Analysis Report" which forms a part of this report. The Board places
on record their appreciation for the effort and contribution made by
each employee for a continued high level of performance. There are no
employees of the Company in receipt of a remuneration of Rs.5,00,000/-
per month or more as, required to be furnished under Section 217 (2A)
of the Companies Act; 1956 read with the Companies {Particulars of
Employees Rules, 1975) as amended. AUDITORS : STATUTORY AUDITORS
M/s G. P. Kejriwal & Co., Chartered Accountants, Jaipur, the retiring
Auditors, offer themselves for re-appointment. The Company has
received acceptance from the Auditors to the effect that their
appointment, if made, would be within the prescribed limits under
Section 224(1 B) of the Companies Act, 1956. COST AUDITORS
Cost Audit Report for the year 2010-11 was filed with the ROG on
30/09/2011. The Cost Audit Report for the year 2011 - 12 shall become
due for filing on 30th September, 2012. This report is under process
and will be filed before the due date. M/s. HMVN & Associates, Cost
Accountants, 31,
Community Centre, Golden Palace, 2nd Floor, Ashok Vihar, Delhi-110 052
have been appointed as Cost Auditors of the Company for the Financial
Year 2012-13 subject to approval of the Central Government on such
remuneration as may be determined by the Managing Director.
AUDITORS' REPORT
The observations of the Auditors' together with the notes in Accounts
they referred to intheir report are self-explanatory.
However, in this regard we; have to state further as under:
i. The Company,is following the Mercantile System of Accounting on air
items and recognises Income and Expenditure on accrual basis except for
certain items as mentioned in note 1 (ix) in Notes 26 of the Annual
Accounts due to the reasons mentioned there in. It is not possible now
to quantify the effects on Profit/Loss A/C and assets arid liabilities
of the Company for items referred to in notes. These will be accounted
for in the year of settlement.
ii. As on 1st April, 2011 the Company had unsecured loans of Rs. 12.43
Crores. During the year 2011-12 the Company took new unsecured loans of
Rs.25.68 Crores and also repaid a sum of Rs.25.23 Crores of these
loans. Thereby there was a balance of Rs.12.88 Crores in unsecured
loans A/C. Though there were no stipulations regarding the repayment of
such unsecured loans, a part of such loans was repaid during the year
as the parties demanded repay merit. For the year 2012- 13 as mentioned
in note (1) (xvii) in Notes 26 of Annual Accounts, the Company has
obtained letters of undertaking from these parties stating that they
will not seek repayment of their outstanding loans before 30/04/13.
Accordingly these unsecured loans have been considered as long term
borrowings under the provisions of the revised Schedule VI of the
Companies Act, 1956.
iii. There were slight delays in payment of certain dues towards
works, contract Tax, TDS and ESI etc.
Though such delays were insignificant in nature, the concerned officers
have been requested to ensure timely payments and deposits.
iv. As disputes are pending with various Authorities for Rs.2.41 Lacs
on a/c of Excise Duty and Rs.45.22 Lacs on a/c of Service Tax, no
payment for these dues have been made.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO
The statement pursuant to Section 217(1) (e) of the Companies Act,
1956, read with Companies Act (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 is given in the Annexure '1' forming
part of the report.
ACKNOWLEDGMENT
The Directors express their grateful appreciation; for the co-operation
and continued assistance received from Financial Institutions, Banks,
Government Authorities, Shareholders,- Suppliers and Esteemed
Customers. The Directors also wish to place on record the appreciation
for the services rendered by the Employees of the Company.
On behalf of the Board
R. N. SHARMA SANJlV SHROFF
Place : Mumbai Wholetime Director Vice Chairman &
31st July, 2012 Managing Director
Mar 31, 2011
Dear Shareholders,
The Directors have pleasure in placing before you the THIRTY THIRD
Annual Report together with the Audited Accounts of the Company for the
year ended 31st March 2011.
FINANCIAL RESULTS Year ended Year ended
31.03.2011 31.03.2010
(Rs. in lacs) (Rs. in lacs)
Profit before Depreciation and Tax 971.72 749.01
Less: Depreciation for the year 458.88 429.90
512.84 319.11
Less: Provision for Taxation
Current year 102.50 49.30
Deterred Tax (29.44) 91.17
Wealth Tax 0.18 73.24 0.14 140.61
439.60 178.50
LessAdd : Adjustment for
taxation for earlier years (net) 1.34 3.47
Profit after tax 438.26 181.97
Add : Profit brought forward
from previous year 593.20 557.55
1031.46 739.52
Out of which the following
appropriations have been made
Transfer to General Reserve 10.00 10.00
Proposed Dividend:
Preference Shares 83.11 80.45
Equity Shares 36.07 119.18 36.07 116.52
Tax on Proposed Dividend 19.48 19.80
Leaving a balance of to be
carried forward' 882.80 593.20
1031.46 739.52
DIVIDEND ON EQUITY SHARES
Your Directors propose to maintain a Dividend of 10% on Equity Shares
i.e. Rs.1.00 per Share of Rs. 10/- each. The Dividend, if approved by
the Members at the Annual General Meeting, will absorb a sum of Rs.
36.07 Lacs for Dividend and Rs. 5.85 Lacs for Dividend Distributions
tax thereon.
DIVIDEND ON PREFERENCE SHARES
The Dividend @ 10% on Cumulative Redeemable Preference shares of Rs.
100/- each has to be paid as per the terms of the issue for the year,
which will absorb a sum of Rs.83.11 Lacs for such Dividend and Rs.13.64
Lacs for Dividend Distribution Tax there on.
The Company has redeemed 4,79,500 Preference Share during the year and
has already paid Rs.39.80 Lacs as Interim Dividend on the said shares
out of the above payable Dividend on Preference Shares.
OPERATIONS
During the year under review, your Company has achieved a turnover of
Rs, 19,412.06 Lacs as compared to Rs.16,485.60 Lacs in the previous
year reflecting an increase of 17.75%. The Company has produced 10,573
MT of yarn as compared to 10,380 MT produced in the previous year.
EXPORTS
Exports (FOB) during the year was Rs.13,010 Lacs as against 12,002
Lacs. Exports have increased by 8.40% as compared to previous year.
CURRENT OUTLOOK
Current outlook, industry structure & development along with
opportunities and threats are discussed in detail in Management
Discussion & Analysis Report, which forms part of this report.
FINANCE
During the year under review the Company has repaid Rs.558.50 Lacs of
term loans to the Financial Institutions. The Company has been
sanctioned a term loan of Rs. 1000.00 lacs each from RIICO & State Bank
of India for expansion & modernization. The Company's bankers have
provided the need based working capital limit during the year.
FIXED DEPOSITS
The Company has not accepted any deposits during the year under review
within the meaning of Section 58A of the Companies Act., 1956.
EXPANSION & MORDENIZATION OF PLANT
During the year the Company has undertaken expansion and modernization
of its existing plant situated at Village: Kanpur, Udaipur (Raj.) at an
estimated cost of Rs. 30.00 Crores for installation 10,080 Spindles and
modernization of 5,184 Spindles. It is expected to start the Commercial
Production by April, 2012
SHARES CAPITAL
As per advice of the Bankers, the Company has redeemed 4,79,500 10%
Cumulative Redeemable Preference Shares of Rs. 100/- each before
maturity out of fresh 9,80,000 Shares issued during the year for a
period of 20 years. Now the present issued Preference Shares Capital
of the Company is Rs. 13.05 Crores against Rs. 8.04 Crores in last
year.
CAPTIVE POWER SUPPLY
Power supply from Lignite based Captive Power Plant of 135 MW located
at Bikaner in the State of Rajasthan, for which the Company has
invested an amount of Rs. 2.26 Crores in Equity and Preference Shares
of the said Company, has commenced with effect from July, 2010.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 217(2AA) of the Companies Act,
1956, with respect to Directors' Responsibility Statement, it is hereby
confirmed that:
(i) In the preparation of the annual accounts for the year ended March
31, 2011 the applicable accounting standards have been followed
alongwith proper explanation relating to material departures and the
notes to the accounts are self explanatory.
(ii) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as on 31" March, 2011 and of the profit of the Company
for the year ended on that.
(iii) 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;
(iv) That the Directors have prepared the annual accounts for the year
ended 31stMarch, 2011 on agoing concern basis.
REPORT ON CORPORATE GOVERNANCE
A separate section on Corporate Governance and a certificate from
Auditors of the Company regarding compliance of conditions of Corporate
Governance as stipulated under Clause 49 of the Listing Agreement with
Stock Exchange form part of the Annual Report.
DIRECTORS
Shri B.K.Jhawar and Shri P.C.D. Nambiar retire by rotation at the
ensuing Annual General Meeting and being eligible offer themselves for
re-appointment. Information as required pursuant to Clause 49 of the
Listing Agreement with the Stock Exchange on the Directors including
those retiring by rotation is provided in the Report of Corporate
Governance.
MANAGEMENT
The tenure of Shri Sanjiv Shroff as Managing Director of the Company is
expiring on 31s'August, 2011. Based on the recommendation of the
Remuneration Committee the Board has decided to re-appoint Shri Sanjiv
Shroff as Managing Director of the Company for a further period of 3
years, subject to approval of the Shareholders in the ensuing Annual
General Meeting.
SUBSIDIARY COMPANY
The Company has no Subsidiary as on 31s1 March, 2011.
AUDIT COMMITTEE
As per the requirement of Clause 49 of the Listing Agreements with
Stock Exchange and in compliance of Sec.292 (A) of Companies Act, 1956,
the Company had constituted an Audit Committee comprising the following
Directors:
1. Shri V.B.L.Mathur
2. Shri P.C.D.Nambiar.
3. Shri N.G.Khaitan.
4. ShriK.LSonthalia
Shri V.B.L. Mathur is the Chairman of the Audit Committee.
The composition, role, functions and powers of the Audit Committee' are
in accordance with Clause 49 of the Listing Agreements with Stock
Exchange and Section 292A of the Companies Act, 1956.
PERSONNEL & INDUSTRIAL RELATIONS
The detailed discussion on human resources & industrial relations is
made in "Management Discussion & Analysis Report" which forms part of
this report. The Board places on record their appreciation for the
efforts and contribution made by all the employees for continued high
level of performance.
There are no employees of the Company who were in receipt of
remuneration of Rs.5,00,000/- per month or more as required to be
furnished under section 217 (2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees Rules, 1975) as amended.
AUDITORS
STATUTORY AUDITORS
M/s G.P. Kejriwal & Co. Chartered Accountants, Jaipur, the retiring
Auditors, offer themselves for re-appointment. The Company has received
acceptance from the Auditors to the effect that their appointment, if
made, would be within the prescribed limits under Section 224(1 B) of
the Companies Act, 1956.
COST AUDITORS
Cost Audit Report for the year 2009-10 was filed with ROC on
25/09/2010. The Cost Audit Report for the year 2010-11 shall become due
for filing on 30"" September, 2011. This report is under process and
will be filed before due date.
M/s R.J. Goel & Co, Cost Accountant 31, Community Centre, Golden
Palace, 2nd Floor, Ashok Vihar, Delhi-110 052 have been appointed as
Cost Auditors of the Company for the financial year 2011-12 subject to
approval of the Central Government, on such remuneration as may be
determined by the Managing Director.
AUDITORS' REPORT
The observations of the Auditors' read together with the notes in
Accounts referred to by them in their report are self-explanatory.
However in this regard we have to state further as under:
1) The Company is following Mercantile System of Accounting on all
items and recognises Income and Expenditure on accrual basis except for
certain items as mentioned in schedule 23 note 1 (ix) of Annual
Accounts due to the reasons mentioned there in. It is not possible now
to quantify the results on Profit/Loss A/c and assets and liabilities
of the Company for items referred to in schedule 23 note 1 (ix). These
will be accounted for in the year of settlement.
2) The Managing Director has not signed the attached Balance Sheet,
Profit and Loss Account along with schedules and the cash flow
statement as he was not present within the territory of India at the
relative time of the Board Meeting in which such accounts were
approved. A statement for this is appended to Balance sheet and Profit
and Loss account explaining the reasons for Managing Director not
signing the Balance sheet as required under section 215 (2) of the
Companies Act 1956.
3) Payment of Interim Dividend was made only on part of Redeemable
Preference shares as mentioned in note no.7(XIV) in Schedule '23',
which were redeemed during the year. Company is of the view that for
payment of Interim Dividend permission of shareholders and Financial
Institution was not necessary.
4) The Company has a system of writing off of Deferred Revenue
Expenditure over a period of 5 years as the benefit will accrue over a
period of such time. This year no deferred Revenue Expenditure has been
incurred and such unamortised expenditure of Rs.9,39,587/- as on
31.03.2010 has been debited in this year. However all related details
for Expenditure incurred are stated in note no 1(xii) in Schedule 23 of
Annual Accounts.
5) There were slight delays in payment of certain dues towards Service
Tax, Works Contract Tax and Dividend Tax. Though such delays were
insignificant in nature, the concerned officers have been requested to
ensure timely payments and deposits.
6) As disputes are pending with various Authorities for Rs.0.23 lacs on
a/ c of Excise Duty, Rs.47.63 lacs on a/c of Service Tax, 0.90 lacs on
a/ c of Rajasthan Sales Tax Act and Rs.721.68 lacs on a/c of Income Tax
& FBT, no payment for these dues have been made.
7) During this year Turnover as per Profit & Loss Account and schedule
'14' of Turnover includes Net Foreign Exchange Gain of Rs.3,21,00,165/-
on a/c of Forward cover for export sale as stated in note no. 7(xiii)
in Schedule 23 of Annual Accounts.. Management is of the view that this
is not contrary to the Accounting Standard AS-11, as applicable and the
provision of schedule VI (Part II) of the Companies Act, 1956.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO.
The statement pursuant to Section 217(1) (e) of the Companies Act,
1956, read with Companies Act (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 is given in the Annexure 1'forming
part of the report.
ACKNOWLEDGMENT
Your Directors express their grateful appreciation of the co-operation
and continued assistance received from the Financial Institutions,
Banks, Government Authorities, Shareholders and Suppliers and Esteemed
Customers. Your Directors also wish to place on record the appreciation
of the services rendered by the Employees of the Company.
On behalf of the Board
R. N. SHARMA SANJIV SHROFF
Whole time Director Managing Director
Place: Mumbai
06th August, 2011
Mar 31, 2010
The Directors have pleasure In placing before you the THIRTY SECOND
Annual Report together with the Audited Accounts of the Company for the
year ended 31th march 2010.
FINACIAL RESOULTS (Letter not visibal)
DIVIDEND ON EQUITY SHARES
Your Directors propose to maintain a Dividend of 10% on Equity Shares
the Rs.1.00 per Share of Rs.10/- each. The Dividend it approved by the
to Members at the Annual General Meeting. will absorb a sum of Rs.36
07 Lacs for Dividend and Rs.6.13 Lacs for Divided Distributions tax
thereon.
DIVIDEND ON PREFERENCE SHARES
The Dividend @ 10% on Cumulative Redemable Prefence shares in Rs.100/-
each has to be paid as per the forms of the issue for the year, which
will absorb a sum of Rs 1.80.45 Lacs for such Dividend and Rs 13.67
Lacs for Dividend Distribution Tax thereon.
OPERATIONS
During the year under review, your Company has achieved a turnover of
Rs 16,485.60 Lacs as compared to Rs.12.562.41 Lacs in the previous,
year reflecting an Incerase Of 31.23%. The Company has producedfo,380
MT Of year as compared to 7.562 MT produced in the previous year.
EXPORTS
Exports (FOB) during the year was Rs 12.002 Lacs as against 10.881 Lacs.
Exports have Increased by of 30% as compared to previous year.
CURRENT OUTLOOK
Current outlook. industry structure & development along with
opportunities and threats are discussed in detail in management
Dicussion & Analysis Report. which forms part of the is report.
FINANCE
During the year under review the Company has repaid Rs.142.90 Lacs of
term loans to the Financial Insitutions Balance desburesement of Rs.89
Lacs was also received during the year them State Bank of India against
term loan sartctioned by them in earlier year.
FIXED DEPOSITS
The Company has not accepted any deposits during the year under review
within the mearing of Section 58A of the Companies Act, 1956.
EXPANSION OF PLANT
During the year the Company has completed Expansion by instrailing
6240 Spinas at its plant situated at villago: Kanper, Udaipur as
planned in earlier year.
SHARES CAPITAL
There is no change in Equity and Preference Share Capital during the
year.
CAPTIVE POWER SUPPLY
The Power supply them Lignite based Captive Power Plant of 135 MW
located at Bikanor in the State the Rajasthan for which the Company has
invosted an amount of Rs. 2.26 Crores In Equity and Preference Shares
of the saw Company, has starts in July, 2010. It is expected that the
full supply of Power will start in August/September,2010 which Will
reduce the cost of power.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 217(2AA) of the Companies Act,
1956, with respect to Directors Resposibility Statement. It is hereby
confirmed that:
(I) In the perparation of the annual accounts for the year ended march
31,2010 the applicable accouniting standards have been followed
alongwith proper explanation relating to material departure and the
nines to the accounts are self explanatory.
(II) The Directors have selected such accounting policies and appied
them consitontly and thede Judgments and estithetes that are reasonable
and prudent so as to give a ture view fair and the state of affairs of
the Company as on 31st march, 2010 and of the profit of the Company for
tne year ended on that.
(III) Thr Directors have taken proper and sufficent care for the
maintenance of adequate accounting rocords in accordance with the
provisions of the Companies Act. 1956 to safeguarding and detecting of
the Company and for preventing and detecting fraud and in her
irregularities.
(Iv) That the Directors have prepared the annual accounts for the year
ended 31th march,2010 on a going concern basis.
REPORT ON CORPORATE GOVERNANCE
A separate section on Corporate Governance and a certificate them
Auditors of the Company regarding compliance of conditions in Corporate
Governance as stipulated under Clause 49 of of the Listing Agreement
with Stock Exchange form part of the Annual Report.
Directors
Shri S.L.Shroff, Shri N.G Khaitan and Shri. B.K.Agrawal retire by
raration at the ensuing Annual General Meeting and being eligible offer
themselves for re-appointment, inforthetion as required pursuant to
Clause 49 of the Listing Agreement with the Stock Exchange on the
Directors Including those retining by rotation is provided in the Report
of Corporate Governance.
MANAGEMENT
The Board of Directors of the Company has appointed Shri Rahul Shroff,
as Wholetime Director of the Company to be designated as Executive
Director for a period of 3 years w.e. from 01th August 2010.
Remuneration and in its terms of appointment of Shri Rahul Straff have
also been approved by the Remuneration Committee in its meeting held on
31th July,2010. Appointment and remuneraion referred to herein above
is subject to approval of shareholders in the onsuing Annual General
Meeting.
SUBSIDIARY COMPANY
The Company has no Subsidiary as on 31th therch, 2010.
AUDIT COMMITTEE
As per the requirement of Clause 49 of the Listing Agreements with
Stock Exchange and in compliance of Sec 292(A) of Companies Act, 1956,
the Company had constituted an Audit Committee compresing the following
Directors:
1. Shri V. B. L. Mathur
2. Shri P. C. D. Nombiar
3. Shri N. G. Khaitan
4. Shri k. L. Sonthalia
Shri V.B.L. Mathur is the Chairman of the Audit Committee
The composition, role, functions and powers of the "Audit Committee
are in accordance with Clause 49 of the Listing Agreements With Stock
Exchange and Section 292A of the Companies Act, 1956.
PERSONNEL & INDUSTRIAL RELATIONS
The detailed discussion on human rescurces & Industrial retarions is
made in "management Discussion & Anailysis Report" Which forms part of
this report. The Board places on record their appreciation for the
efforts and contribution made by all the employees for continued high
leval in performance.
As required under the provisions of section 217(2A) in the Companies
Act, 1956 read with the Componies (Particulars in Employees) Rules,
1975 as amended the particuaRs of employees of the Company who were in
receipt of reminefation Rs.2,00,O00/- per month or there Rs annexed
and marked as Annexure I which forms part of this report.
AUDITORS
M/s G.P. Kejnwal & Co, Chaptered Accountants. Jaipur. the meeting
AUDITORS, offer themselves for re-appointment The Company has received
acceptor them the AUDITORS to the effect that their appointment it
made, would be within the presented limits under Section 224(1B) of the
Companies Act 1956.
AUDITORS REPORT
The observations of the AUDITORS read together with the times in
Accounts raferred to by them In their report are self-explanatory
However in this regard we have to state further as under:
i. The Company Rs following Mercantile System of Accounting on all
items and recognrses income and Expenditure on acciual basis except for
certain Items as mentioned in schedule 23 nine 1(ix) of Annual Account
due to the reasons mentioned therein
ii. The Company has a system of writing off of Defened Revenue
Expenditure over a period of S years as the benefit will accrue over a
period of such time This year no deferred Revenue Expenditure has been
incurred and such unamortised expenditure is Rs.9,39,587/- as on
31.03.2010. However all related delaties for Expenditure incurred are
stated in nine no. 1(xii) in Schedule 23 of Annual Accounts.
iii. During this year Turnover as per Profit & Loss Account and
schedule 14 of Turnover includes Net Foreign Exchange Gain of
Rs.3.21.00,165/- on ate of Forward cover for export sale as stated in
nine no, 7(xii) in Schedule 23 of Annual Accounts.. management is not
the view that this contrary to the Accounting Standard AS-11, as
appucable and the prevision of schedule VI (Part II) of the Companies
Act, 1956.
iv. There were slight detays in payment of certain dues towards
Service Tax, VAT and Tax deducted at source the concerned officers have
been requested to ensure timely payments and doposits.
PARTICULARs OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO
The statement pursuant to Section 217(1) (e) of the Companies Act.
1956, read with Companies Act (Disclosure of Pareticulars in the Report
of Board of Directors) Rules 1988 Rs the Annexure 2 forming part of
the report.
ACKNOWLEDGMENT
Your Directors expresses their grateful approiation of the co-operation
and continued assistance recerved them the Financial Institutions,
Banks. Govnament Autherities. shareholders and Suppliers and Esteemed
Customers. Your Directors also wish to place on record the appreciation
in the services rendafred by the Employees of the Company.
On behalf of the Board
Place : Mumbai R. N. SHARMA SANJIV SHROFFF
31th,Jury, 2010 Wholetime
Director managing Director
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