Mar 31, 2015
Dear members,
The Directors have pleasure in presenting their Annual Report on the
business and operations of the Company and the accounts for the
Financial Year ended March 31, 2015.
1. Financial summary or highlights/Performance of the Company
The Company's financial performance for the year under review along
with previous year's figures are given hereunder :
In Rupees
Particulars 2014-2015 2013-14
Gross Income 11,55,37,942 18,13,27,158
Profit Before Tax (86,75,330) (33,19,212)
Provision for Tax Nil Nil
Net Profit After Tax (86,75,330) (33,19,212)
Balance of Profit brought forward (3,29,16,430) (3,04,39,139)
Balance available for appropriation (90,66,521) (24,77,291)
Proposed Dividend on Equity Shares Nil Nil
2. Dividend
No Dividend is recommended for the current financial year due to loss
incurred by the Company.
3. Reserves
Since the Company has incurred loss during the period under review,
hence no amount is transferred.
4. Brief description of the Company's working during the year/State
of Company's affair
The main activities of the Company are Spinning, Ginning and Cotton
Trading. Company majorly deals in spinning. Ginning and trading
activity, the cotton is purchased from farmers from APMC yards and
that cotton is ginned and sold to spinning mills in south India and
cotton seeds are sold to oil units in Karnataka and other states.
5. Change in the nature of business, if any
There were no changes in the nature of the business during the period
under review.
6. Material changes and commitments, if any, affecting the financial
position of the company which have occurred between the end of the
financial year of the company to which the financial statements relate
and the date of the report
No material changes and commitments affecting the financial position
of the Company occurred between the ends of the financial year to
which these financial statements relate on the date of this report
7. Details of Subsidiary/Joint Ventures/Associate Companies
The Company does not have any Subsidiary, Joint venture or Associate
Company.
8. Deposits
The Company has neither accepted nor renewed any deposits during the
year under review.
9. Auditors' Report
The explanations made by the Board relating to the qualifications,
reservations or adverse remarks made by the Auditors in their report
are furnished below
The Auditors in their reports have expressed their opinion that
company's entire net worth has been eroded. The company has incurred
losses from last ten years continuously due to poor production in
spinning activity, recession in textile industry and non availability
of labour. Three years back company incurred heavy losses in cotton
business due to uncontrolled volatility in the prices. The entire
industry was affected adversely. The company couldn't recover from
the above losses.
10. Share Capital
No shares were allotted during the period under review. As on 31st
March 2015 ,the Authorized Share Capital stood as Rs. 5, 00, 00, 000
/-( Rupees Five Crores only ) divided into 50, 00,000 (Fifty Lacs)
Equity Shares of Rs. 10/- (Rupees Ten only) each and issued ,
Subscribed and paid up as on 31st March 2015 is Rs. 4,47,82,000/-
(Rupees Four Crores Forty Seven Lacs and Eighty Two Thousand only)
divided into 44,78,200 (Forty Four Lacs Seventy Eight Thousand Two
Hundred )Equity Shares of Rs. 10 /-(Rupees Ten only) each
11. Extract of the annual return
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and administration)
Rules, 2014 is furnished in Annexure I and is attached to this Report.
12. Conservation of energy, technology absorption and foreign exchange
earnings and outgo
The detail in regard to the technology absorption is annexed as an
Annexure II. There was no foreign exchange inflow or Outflow during
the year under review.
13. Corporate Social Responsibility (CSR)
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable.
14. Directors:
A). Appointment, Re-appointment and resignation of Directors
No changes in the composition of the Board
B) Declaration by an Independent Director(s) and re- appointment, if
any
The Independent Directors have submitted their disclosures to the
Board that they fulfill all the requirements as stipulated in Section
149(6) of the Companies Act, 2013 so as to qualify themselves to be
appointed as Independent Directors under the provisions of the
Companies Act, 2013 and the relevant rules.
15. Formal Annual Evaluation of Board of Directors
Pursuant to the governing provisions of the Companies Act, 2013 and
clause 49 of the Listing Agreement, a formal evaluation was carried
out by the Board of its own performance and that of its committees and
individual directors. During the year under review, one meeting of the
Independent directors was held wherein the performance of
non-independent directors and the Board as whole were reviewed. The
performance evaluation of committees and Independent Directors was
carried out by entire Board excluding the director being evaluated.
The Independent Directors also assessed the quality, quantity and
timeliness of flow of information between the company management and
the Board that is necessary for the Directors to effectively and
necessarily perform their duties.
The final evaluation was thereafter deliberated and assessed taking
into account inputs from the Board about evaluation of independent
directors and various committees of the Board and suggesting action
plan for improving Board performance and plan for next Board, its
Committee(s) and individual director's evaluation.
16. Number of meetings of the Board of Directors
The Company had 10 Board meetings during the financial year under
review which is mentioned in the Corporate Governance Report.
17. Audit Committee
As on 31st March 2015 Audit Committee consists of three non executive
directors. The members of the Committee are Mr. Ram Murthy, V.K.
Mamani and T. Chandrasekhar. The audit committee had met for five
times in a financial year.
18. Vigil mechanism /Whistle Blower policy
The Whistle Blower policy is formulated to provide a vigil mechanism
for Directors and Employees to raise the genuine concerns about
unethical behavior, actual and suspected fraud and violation, actual
or suspected fraud. It also provides for adequate safeguard against
victimization of persons who use such mechanism.
19. Nomination and Remuneration Committee
Pursuant to Clause 49 of the Listing Agreement the company has
constituted Nomination and Remuneration Committee comprising of Mr.
Ram Murthy, V.K. Mamani and T. Chandrashekhara.The Details of the
Committee is disclosed in Corporate Governance Report.
20. Particulars of loans, guarantees or investments under section 186
The particulars of Loans, guarantees or investments made under Section
186 are furnished in Annexure III and are attached to this report.
21. Particulars of contracts or arrangements with related parties:
The particulars of Contracts or Arrangements made with related parties
made pursuant to Section 188 is furnished in Annexure IV and is
attached to this report.
22. Managerial Remuneration:
None of the employees in the company is earning above five lakhs per
months / Sixty Lacs per annum..
23. Secretarial Audit Report
Pursuant to Section 204 of the Companies Act 2013 and the Companies
(Appointment and remuneration of Managerial Personnel) Rules 2014, the
Company has appointed by Mr. G Shanker Prasad, a company secretary in
practice to undertake the Secretarial Audit of the Company. A
Secretarial Audit Report is annexed herewith as Annexure V with the
report.
24. Risk management policy
The Company has adopted the adequate measures concerning the
development and implementation of a Risk Management Policy after
identifying the following elements of risks
25. Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013, shall state
thatÂ
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern
basis; and
(e) The directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating
effectively.
(f) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
26. Details of significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status
and company's operations in future
There are no material litigations outstanding as on March 31, 2015
27. Management Discussion and Analysis report
Management Discussion and Analysis Report as required under Clause 49
is disclosed as Annexure VI
28. Corporate Governance Report
Corporate Governance report as required under Clause 49 is disclosed
as Annexure VII
29. Listing Fees
The Company confirms that it has paid the annual listing fees for the
year 2015-16 to the Bombay Stock exchange.
30. Acknowledgements
Your Directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government Authorities
for their continued support extended to your Companies activities
during the year under review. Your Directors also acknowledges
gratefully the shareholders for their support and confidence reposed
on your Company.
For and on the behalf of the Company
K.V. Prabhakar
DIN No.01716813
Place;Chitradurga
Date; 20-7-2015
Mar 31, 2012
The Directors herby present the Twenty First Annual report on the
business and operation of the company and financial result for the year
ended 31st Mach 2012.
Financial Highlights
2011-12 2010-11
Turnover 14,09,04199.00 22.47,52,332.00
Other Income 3,06,133.00 3,29,341.00
Administrative & Selling
Expenses 15,40,586,84.00 21,92,81,918.00
Operating surplus/deficient
interest & depreciation 57,77,904.00 39,54,347.00
Interest 29,57,567.00 12,59,755.00
Depreciation 28,20,340.00 26,94,592.00
Profit for the year 1,86,26,259.00 18,45,408.00
Total deficit carried forward 2,74,00,339.00 87,47,155.00
OPERATIONS:
The company has incurred a loss of Rs. 1,86,26,259.00 on overall
turnover of Rs 14,09,04199.00 during the year.
OUT LOOK;
Through the results are not very encouraging with a decline in growth
and in the turnover the outlook of the current year appears bleak
mainly on account of faulty policies of the government which has
resulted in the washing of the prices of cotton and yarn.
REPLY TO THE AUDITORS QUALIFICATION REGARDING LOSSES:
The Losses suffered by the company during the year under review was
mainly on account of huge, uncontrolled volitility in the prices. They
do not in any way reflect the operational performance of the company.
The entire industry was affected adversely. The goverenment has
recently come up with a policy to help the industry but it would be
premature to comment on its efficacy. Your directors however, will
spare no efforts to improve the financial viability of the company.
They will also take such steps as may be required under current laws
and regulations in terms of disclosers and reporting.
DIVIDEND:
In view of the accumulated losses of Rs 2,74,00,339.00Lakhs, your
directors regret their inability to declare any dividend for the year.
FUTURE:
Your company is constantly striving hard to achieve better results and
to economize the cost of operations by adopting strategies like
procurement of raw materials at the appropriate time. Implementation of
cost reduction measures in all points of operations. Like power
utility, checking. Pilferages and better utilization of available
business resources.
For the coming cotton season, the cotton crop will be lower by 1094,
due to export of Raw cotton and the declining carry forward stock in
India and in the world, Market will hold the cotton Prices at the
higher levels. This would definitely result in increased volume of
business and better earrings in the year to come.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 217(2AA) of the companies
Act, 1956 with respect to Director's responsibility statement, it is
here by confirmed that
1. In preparation of annual accounts for the financial year ended
31-3-2012 the applicable accounting standards had been followed along
with proper explanation relating to material departures.
2. We 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 the affairs
of the company for the year under review.
3. We have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
companies Act for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
4. We have prepared the accounts for the financial year ended
31.3.2012 on a 'going concern' basis DIRECTORS
There was a change in the constitutions of the directors during the
year. Sri Eshwar V.Patil whole time director resigned from the company.
AUDITORS:
To appoint auditors to hold the office from the conclusion of the
Annual General Meeting to the next annual general meeting LISTING:
The share of the company continues to be listed at Bangalore Stock
Exchange Limited and the Stock Exchange Mumbai.
Listing fee for the year 2011-2012 have been paid to Mumbai Stock
Exchange.
CORPORATE GOVERNANCE:
The report on corporate governance is annexed to this report.
PARTICULARS UNDER SECTION 217 (2A) & (1) (E) OF THE COMPANIES ACT 1956.
A) Particulars of employees drawing remuneration is excess of the
limits prescribed under section 217(2A) of the companies Act 1956:- Nil
B) Foreign exchange earnings and outgo:
There have been no foreign Exchange earnings and out go during the year
C) Conservation of energy: ' Disclosure in respect of conservation of
energy in Form A is annexed
D) Technology absorption during the year-Nil
ACKNOWLEDGEMENTS:
The directors gratefully acknowledge the co-operation, assistance and
support extended by the Central Government, Government of Karnataka,
the Financial Institution like State Bank of Mysore .Company Bankers,
the shareholders, and dealers.
The directors also wish to place on record their appreciation of the
contribution made by employees at all levels.
By order of the Board
Place: Chitradurga
Date : 20-08-2012 K.V. PRABHAKAR
Managing Director
Mar 31, 2010
The Directors herby present the Nineteenth Annual report on the
business and operation of the company and financial result for the year
ended 31st Mach 2010
Financial 2009-10 2008-09
Turnover 10,85,08,748.00 12,63,18,036.00
Other Income 3,46,82500 2,67,131.00
Administrative & Selling Expenses 10,45,96,718.00 12,17,92,401.00
Operating surplus/deficient
interest & depreciation 3374444.00 36,05,971.00
Interest 706117.00 9,44301.00
Depreciation 2668327.00 26,61,670.00
Profit for the year 684411.00 11,64,295.00
Total deficit carried forward 1,05,24027.00 1,09,10,630.00
OPERATIONS :
The company has achieved the profit of Rs. 6,84,411.00 on overall
turnover of Rs 10, 85, 08,748.00 during the year.
DIVIDEND :
In order to flow back the profit to strengthen the company, your
director are not recommending any dividend for the year
In view of the accumulated losses of Rs 1,05,24027.OOLakhs, your
directors regret their inability to declare any dividend for the year.
FUTURE:
Your company is constantly striving hard to achieve better results and
to economize the cost of operations by adopting strategies like
procurement of raw materials at the appropriate time. Implementation
of cost reduction measures in all points of operations. Like power
utility, checking. Pilferages and better utilization of available
business resources.
For the coming cotton season, the cotton crop will be higher "by
10%,due to export of Raw cotton and the declaiming carry forward stock
in India and in the world, Market will hold the cotton Prices at the
higher levels. This would definitely result in increased volume of
business and better earrings in the year to come.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 217(2AA) of the companies
Act, 1956 with respect to Directors responsibility statement, it is
here by confirmed that
1. In preparation of annual accounts for the financial year ended
31-3-2010 the applicable accounting standards had been followed along
with proper explanation relating to material departures.
2. We 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 the affairs of the company for the year under
review.
3. We have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
companies Act for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
4. We have prepared the accounts for the financial year ended
31.3.2010 on a going concern basis.
DIRECTORS
There was change in the constitutions of the directors during the year
as two earlier directors Mr. H.P.Basavarajappa and Mr.
T.Veerabhadraswamyretried by rotation and in their place Mr. Ram Murty
and Mr. T.Chandrashekar are appointed as directors
AUDITORS:
To appoint auditors to hold the office from the conclusion of the
Annual General Meeting to the next annual general meeting
LISTING:
The share of the company continues to be listed at Bangalore Stock
Exchange Limited and the Stock Exchange Mumbai. Listing fee for the
year 2009-2010 have been paid to Mumbai Stock Exchange.
CORPORATE GOVERNANCE:
The report on corporate governance is annexed to this report.
PARTICULARS UNDER SECTION 217 (2A) & (1) (E) OF THE COMPANIES ACT 1956.
A) Particulars of employees drawing remuneration is excess of the
limits prescribed under section
217(2A) of the companies Act 1956:- Nil
B) Foreign exchange earnings and outgo:
There have been no foreign Exchange earnings and out go during the
year.
C) Conservation of energy:
Disclosure in respect of conservation of energy in Form A is annexed
D) Technology absorption during the year-Nil
ACKNOWLEDGEMENTS
The directors gratefully acknowledge the co-operation, assistance and
support extended by the Central Government, Government of Karnataka,
the Financial institution like State Bank of Mysore .Company Bankers,
the shareholders, and dealers. The directors also wish to place on
record their appreciation of the contribution made by employees at all
levels.
By order of the Board
Place : Chitradurga K.V. PRABHAKAR
Date : 25-08-2010 Managing Director