Directors Report of Vardhman Polytex Ltd.
Mar 31, 2016
Dear Shareholders,
The Directors of your Company are presenting 36th Annual Report on the affairs of the Company together with Audited Financial Statements of the Company for the year ended 31st March, 2016.
1. Financial Highlights
(Rs. in lakh)
|
Particulars |
2015-16 |
2014-15 |
|
Net Operating income |
87,808.10 |
94,240.69 |
|
Other Income |
5,003.35 |
2,354.15 |
|
Operating Expenses |
82,094.68 |
88,333.00 |
|
Profit/(Loss) before Depreciation, Interest & Tax (PBDIT) |
10,716.77 |
8,261.84 |
|
Depreciation |
2,818.42 |
3,238.57 |
|
Finance Cost |
6,996.71 |
7,255.20 |
|
Profit/(Loss) before Tax & exceptional items |
901.64 |
(2,231.94) |
|
Exceptional Items |
-- |
3,585.01 |
|
Profit/(Loss) before Tax |
901.64 |
(5,816.95) |
|
Tax Expenses |
-- |
(2,936.74) |
|
Profit/(Loss) after Tax |
901.64 |
(2,880.20) |
|
Earnings Per Share (EPS) (in Rs.) (after exceptional items) - Basic - Diluted |
4.04 4.04 |
(14.02) (14.02) |
2. Business Performance
Your Directors are pleased to report the Company''s business performance as follows:
Sales Revenue
During the year under review, net operating income of the Company was Rs. 87,808.10 lakh as against Rs. 94,240.69 lakh in 2014-15, having a decrease of 6.83%. The FOB value of exports during the year has decreased by 11.55% to Rs. 38,245.21 lakh against Rs. 43,237.25 lakh in 2014-15.
Profitability
During the year under review, the Company earned a profit before depreciation, interest & tax of Rs. 10,716.77 lakh as against Rs. 8,261.84 lakh during the previous year. The Company has a net profit after tax of Rs. 901.64 lakh during the current year against net loss of Rs. (2,880.20) lakh in the previous year.
3. Management Discussion & Analysis Report
a) Industry structure and developments
The Indian textiles industry is extremely varied, with the hand-spun and hand-woven textiles sectors at one end of the spectrum, while the capital intensive sophisticated mills sector at the other end of the spectrum. The decentralized power looms/ hosiery and knitting sector form the largest component of the textiles sector with spinning sector playing pivotal role. The close linkage of the textiles industry to agriculture (for raw materials such as cotton) and the ancient culture and traditions of the country in terms of textiles make the Indian textiles sector unique in comparison to the industries of other countries. The Indian textiles industry has the capacity to produce a wide variety of products suitable to different market segments, both within India and across the world. At present, Indian textiles sector occupies prominent position in the International textile trade.
The Indian textiles industry, currently estimated at around US$ 108 billion, is expected to reach US$ 223 billion by 2021. The industry is the second largest employer after agriculture, providing employment to over 45 million people directly and 60 million people indirectly. The Indian textiles industry contributes approximately 5 per cent to India''s Gross Domestic Product (GDP), and 14 per cent to overall Index of Industrial Production (IIP). Textiles sector is one of the largest contributors to India''s exports with approximately 11 per cent of total exports. The Indian textile industry has the potential to reach US$ 500 billion in size according to a study by Wazir Advisors and PCI Xylenes & Polyester. The growth implies domestic sales to rise to US$ 315 billion from currently US$ 68 billion. At the same time, exports are implied to increase to US$ 185 billion from approximately US$ 41 billion currently.
Textiles spinning sector globally, seems to be quite unpredictable and uncertain for various reasons including stagnant / diminishing demand as against growing supply side, cotton, futures, currency fluctuations and above all increasing competition from some countries like Vietnam, Bangladesh, Cambodia, Thailand, Indonesia etc. Recently, initiatives launched by Government of India envisages inviting FDI which may give impetus to growth in textiles, particularly the fabric and processing which will lead to balance out the demand supply position for spinning sector.
b) Opportunities and Threats Opportunities:
- Government initiatives to boost textile industry through skill development.
- Make in India campaign.
- Scope for Automation.
- Demand for value added product.
Threats:
- Shortage of skilled manpower.
- Ever increasing input cost i.e. power, finance & logistics.
- Regional imbalance in taxation/ incentives by States.
- Over capacity in spinning sector.
c) Segment wise Performance
During the year under review, the Company has two segments i.e. Textile and Real estates. The segment wise performance is given below:
(Rs. in Lakh)
|
Particulars |
Segment |
Total |
|
|
Textile |
Real Estate |
||
|
Net Revenue |
83,837.24 |
3,970.86 |
87,808.10 |
|
Segment Result |
2,090.21 |
3,854.95 |
5,945.16 |
During the year under review, the Company was able to sell the entire inventories related to Vardhman Park, Ludhiana.
d) Economic Scenario and Outlook
The World Bank projected that India will grow by a robust above 7 per cent in 2016 & next two years and will be the fastest growing economy in the world in next three years which would outpace China. The slow growth of China shall create potential/opportunity to capture their share in the international market.
In the global exports of textiles, India has improved its ranking. To perform consistently at global level appears to be challenge for the textiles sector due to varied reasons including Indian Government''s policy on cotton/fibres, Chinese policy on cotton, erratic demand, currency fluctuations, high conversion & logistic costs and Trans-pacific partnership (TPP) agreement with Vietnam by US & other countries.
Indian textiles industry still has cost advantage at least on a few input costs, besides having self-sustaining cotton crop. However, this alone may not able to be adequate to survive and grow in the international trade. Hence, Indian mills will have to upgrade/ modernize technologically, innovate on development of products/ services and optimize operational and logistic cost to get a positive bottom line.
e) Management perception of Risk & concerns
In today''s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The main risks inter alia include strategic risk, operational risk, financial risk and compliances & legal risk. The fast technology obsolescence, high cost of manufacturing and irrational taxation are the major risk/ concerns of the business.
The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides for constitution of a Risk Management Committee, which consist directors and senior management personnel. The Company through a risk management committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. The Audit Committee also evaluates risk management system of the Company periodically.
To cover foreign exchange risk, the Company transacts itâs all exports through secured mode either against LC or partial advance payment and foreign currency is being hedged simultaneously against almost all confirmed contracts. To cover commodity price risk, the orders of finished goods are usually booked in advance as per stock of the raw material inventory. The management procures raw material and sales orders for finished goods are booked forward/ in advance upon proper market analysis, forecasting and information from Internal & external sources.
f) Internal control system & adequacy
Your Company has an adequate internal control system. There is a system of continuous Internal Audit which aims at ensuring effectiveness and efficiency of systems and operations. The internal audit is conducted by external agency/professionals together with in-house Internal Audit Department lead by a qualified Chartered Accountant along with sufficient qualified & experienced staff. The scope of the Internal Audit is not limited to accounts only but includes operations, inventories, costing records, physical verifications of immovable and movable assets etc. on regular basis. The Audit Committee of the Board of Directors approves and reviews audit plans for the year based on internal risk assessment. Audits are conducted on an on-going basis and significant deviations are brought to the notice of the Audit Committee following which corrective action is recommended for implementation. All these measures facilitate timely detection of any irregularities and early remedial steps.
g) Financial Performance
Resource utilization
The gross fixed assets as at 31st March, 2016 were Rs. 59,169.17 lakh against Rs. 58,361.10 lakh in the previous year. The net block of assets as on 31st March, 2016 was Rs. 23,867.14 lakh as against Rs. 25,783.85 lakh in the previous year.
Inventory levels as at 31st March, 2016 were Rs. 7,301.31 lakh as against Rs. 13,790.03 lakh in the previous year. The trade receivable as at 31st March, 2016 were Rs. 7,411.89 lakh as against Rs. 5,251.99 lakh in the previous year. Decrease in current assets is due to sale of entire inventories related to Vardhman Park.
Financial condition & liquidity
(Rs. in Lakh)
|
Particulars |
2015-16 |
2014-15 |
|
Cash & cash equivalents |
||
|
Beginning of the year |
1,282.73 |
1,437.33 |
|
End of the year |
907.80 |
1,282.73 |
|
Net cash provided(used) by: |
||
|
Operating Activities |
10,274.60 |
7,624.41 |
|
Investing Activities |
(686.91) |
132.59 |
|
Financial Activities |
(9,962.62) |
(7,911.60) |
h) Human Resources Management
Your Company gives utmost importance to human resource. It considers "Human Resource as Human Capital" and believes in the development of Human Resource. The Company strongly believes in the Performance Management System and always tries to explore and tap high potential at the Group level to meet new challenges and competition. Our main tool is training and developing talent at various levels. Internal and external trainings are regularly organized for the development of employees.
i) Safety, Health & Environment
The Company''s top priority is safety, with regard to employment. It encourages safety measures at all operational levels, especially at floor level. Regular training programs are conducted to create awareness about the importance of safety at work. Medical Camps are organized periodically for welfare of employees. Additionally, regular medical facilities are also provided to them.
4. Share Capital
During the year under review, there was no change in the paid-up share capital of the Company.
5. Dividend
The Board of Directors of your Company has not recommended any dividend for the financial year 2015-16.
6. Directors & Key Managerial Personnel
During the year under review, Mr. Amit Jain has resigned from the directorship of the Company w.e.f. 10.06.2015 and Mr. Vishal Oswal was appointed as an additional director of the Company w.e.f. 13.02.2016 being an independent director of the Company. Mr. Ashok Kumar Oswal was re-appointed as Chairman & Managing Director and Mr. Adish Oswal as Executive Director of the Company w.e.f. 01.04.2015 for a period of three years.
Mr. Ashok Kumar Goyal was re-appointed as an Executive Director of the Company w.e.f. 01.09.2016 for a period of three years i.e. 01.09.2016 to 31.08.2019 subject to the approval of shareholders in the ensuing Annual General Meeting.
Mrs. Rakhi Oswal, Director retires by rotation at this Annual General Meeting, and being eligible offers herself for re-appointment.
All the Independent Directors have confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
7. Remuneration Policy and Board Evaluation
Pursuant to the provisions of Companies Act, 2013 and Listing Regulations, the Company has adopted Nomination & Remuneration Policy for Directors, KMP and Senior Management Personnel.
The independent directors in their meeting held on 21.12.2015, through discussion, evaluated the performance of non independent directors, Board, Managing Director and Executive Directors. The minutes of the said meeting were submitted to Chairman of the Company and also placed before the Board for their consideration. The Board has carried out annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders'' Relationship Committee. The Nomination & Remuneration Policy containing manner of performance evaluation of the Board/directors/committees is enclosed as ''Annexure-I''. While evaluating the performance, the following points were considered:
(i). Participation in Board Meetings and Board Committee Meetings.
(ii). Managing relationship with other directors and management.
(iii). Knowledge and Skill i.e. understanding of duties, responsibilities, refreshment of knowledge, knowledge of industry, ability to listens and present his views.
(iv). Personal attributes like maintain high standard of ethics and integrity.
(v). Strategic perspectives or inputs regarding future growth of Company and its performance.
8. Board/ Committee Meetings
The details of the Board & Committees meetings held during the year and Board''s Committees composition are furnished in the Corporate Governance Report, which forms part of this Report.
9. Corporate Social Responsibility
The Company considers Corporate Social Responsibility (CSR) as social obligation, sustainable development, regulatory environment, human resource management, safety health & environment and a part of Corporate Governance and accordingly framed CSR policy, which is available on the Company''s website i.e. www.vpl.in. The projects/ programs to be undertaken under CSR are specified in the policy. The CSR Committee of the Company consists of Mr. Ashok Kumar Oswal (Chairman), Mr. Adish Oswal, Mr. Ashok Kumar Goyal, Mr. Ajay Chaudhry and Mrs. Rakhi Oswal.
Due to average loss during preceding three financial years, the Company is not falling under the criteria for spending the amount under CSR. Hence, reporting on CSR activities as per the provisions is not required /applicable.
10. Listing of Securities
The Securities of the Company are listed on National Stock Exchange of India Ltd. (NSE) and BSE Limited. The Company has paid annual listing fee to exchanges for the year 2016-17. Further, Foreign Currency Convertible Bonds (FCCBs) of the Company are listed at Singapore Exchange Securities Trading Ltd.
11. Subsidiaries, Associates and Joint Venture
The Company has two subsidiaries, namely F.M. Hammerle Textiles Ltd. and F.M. Hammerle Verwaltungs GmbH, Austria, as on 31st March, 2016. There is no associate company within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries.
The Company has published audited consolidated financial statements for the financial year ended 31st March, 2016 and the same forms part of this Annual Report. The Annual Report does not contain the financial statements of our subsidiaries. As per the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s subsidiaries in Form AOC-1 is annexed with this Annual Report.
The audited financial statements of these subsidiaries and related information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection at the Registered Office of the Company/its subsidiaries.
12. Fixed Deposits
During the year, the Company has not accepted any fixed deposits. There is no outstanding deposit as on 31st March, 2016.
13. Loans, Guarantees or Investments
The particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are given in the financial statements.
14. Company Petition
A petition filed by M/s Maschinen Umwelttechnik Transport anlagen GmbH, Austria (a shareholder of F.M. Hammerle Textiles Ltd.) against the Company U/S 397, 398, 402 & 403 of the Companies Act, 1956, has been disposed of by Hon''ble Company Law Board vide its order dated 13.08.2015. The F.M. Hammerle Textiles Ltd. has filed appeals against the above said order of the Hon''ble Company Law Board which are pending adjudication before the Hon''ble High Court for the State of Punjab and Haryana at Chandigarh.
15. Directors'' Responsibility Statement
Pursuant to Section 134 of the Companies Act, 2013 the Directors state that:
(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
(b) Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the profit and loss of the Company for the year ended 31st March, 2016;
(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The annual accounts have been prepared on a going concern basis;
(e) Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively; and
(f) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
16. Corporate Governance
The Company has in place a comprehensive system of Corporate Governance. A separate report on Corporate Governance forms part of the Annual Report of the Company. A certificate from the auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in SEBI (LODR) Regulations, 2015 is annexed to the Report on Corporate Governance.
17. Related Party Transactions
All related party transactions that were entered into during the financial year were on arm''s length basis and in the ordinary course of business. All Related Party transactions were placed before the Audit Committee for approval. The Audit Committee has granted omnibus approval for related party transactions as per the provisions and restrictions contained in the SEBI (LODR) Regulations. There was no material/ significant transaction with the directors or the management, their subsidiaries or relatives etc. that have any potential conflict with interest of the Company at large read with details of transactions as disclosed in Notes on Accounts annexed in the Balance Sheet as per Accounting Standard (AS)-18. The Board has approved a policy for related party transactions which is available on the Company''s website.
No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 is not applicable.
18. Prevention of Sexual Harassment at workplace
The Company has in place a policy for prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Internal Complaints Committees have been framed at various locations to redress complaints of sexual harassment. The Company has not received any compliant related to sexual harassment during the year.
19. Vigil Mechanism / Whistle Blower Policy
In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, the company has adopted a Vigil Mechanism Policy, which is available at Company''s website. The brief contents of the policy are explained in corporate governance report.
20. Auditors
i) Statutory Auditors
M/s S.S. Kothari Mehta & Co. (Firm Registration No-000756N), Chartered Accountants have been appointed as statutory auditors of the Company at 34th Annual General Meeting for a period of three years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing Annual General Meeting.
ii) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Nesar & Associates, Practicing Company Secretary, New Delhi to conduct the secretarial audit of the Company for the financial year 2015-16.
iii) Internal Auditors
M/s S. C. Vasudeva & Associates, Chartered Accountants performed the duties of internal auditors of the Company during financial year 2015-16. The Company is also having full fledged internal audit department headed by qualified chartered accountant and supported by adequate qualified & experienced staff.
iv) Cost Auditors
The Board of Directors has appointed M/s Ramanath Iyer & Company, Cost Accountants, New Delhi, as the Cost Auditors of the Company to conduct cost audit for the financial year ended 31st March, 2017. As per the requirement of Section 148 of the Companies Act, 2013 read with rules made there under, the remuneration to be paid to them is placed for the ratification by the members at ensuing Annual General Meeting.
21. Comments on Auditors'' Report and Secretarial Auditors'' Report
Auditors'' Report
The Statutory Auditors of the Company have submitted Auditors'' Report on the Financial Statements of the Company for the financial year ended 31st March, 2016. In their reports (standalone and consolidated), they have made certain qualifications/observations. The explanation/comments of the Board on the same are as under:
Standalone Auditor''s Report
a) During the year ended 31st March, 2015, the Company had transferred land used for real estate development from fixed assets into stock in trade explained in note no. 37 of the financial statements. This is at variance with Accounting Standard AS-2 ''Valuation of Inventories'' and Accounting Standard AS-10 ''Accounting for Fixed Assets'', specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. This has resulted in overstatement of cost of development by Rs. 2,958.51 lakh and overstating other income by an amount of Rs. 3,050.17 lakh during the year ended March 31, 2016.
We state that due to sale of entire inventories of Vardhman Park during the year, the Company has transferred all the balance lying in capital reserve Rs. 3,050.16 Lakh as on 31st March, 2015 to statement of Profit and Loss. Hence, the qualification of the auditors in this respect has been resolved.
b) No provision has been made on the investment and loans and advances made in one of the subsidiary company F.M. Hammerle Textiles Limited of Rs. 9,126.41 lakhs and Rs. 2,662.93 lakhs respectively whose net worth has been completely eroded and having a loss of Rs. 15,452.51 lakhs against share capital of Rs. 12,386.75 lakh as on 31st March, 2016. This is at variance with Accounting Standard AS-13 ''Accounting for Investments'' specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. This has resulted in profit for the year ended 31st March, 2016 being overstated and investments, loans and advances and reserves and surplus being overstated by the same amount at 31st March, 2016.
We state that in view of continuous losses suffered by the company i.e. F.M. Hammerle Textiles Limited which has eroded 100% of the share capital, the said company falls under "Sick Company" under the Sick Industrial and Companies (Special Provisions) Act (SICA) of 1985 and has filed reference to the Board for Industrial and Financial Reconstruction (BIFR).
(c) In respect to observation specified in point (viii) of Annexure-A of the report, we would like to state that due to certain liquidity stress, the Company has delayed for making the payments to Financial Institution/Bankers. In respect to the repayment for the FCCB, it shall be made on/before 31.12.2016.
(d) In respect to qualification specified in Annexure-B of the report, we would like to state that the subsidiary F.M. Hammerle Textiles Limited (FMH) has been referred to BIFR, as FMH is unable to meet its borrowing obligations and material delay have happened to the payments to the vendor. However the holding Company, being a major promoter, making all out efforts to support its operation subject to its own liquidity position being non affective. Such financial supportive decisions are being taken by proper discussion and approval of the Management.
Consolidated Auditor''s Report
The qualifications/observations in the consolidated Auditor''s Report are similar as stated above as point no. (a) & (d) of the Standalone Auditor''s Report. Hence, explanations/Comments of the same are provided above.
Other points of Auditors'' Reports on the Accounts of the Company for the year under review are self-explanatory and require no comments.
Secretarial Auditors'' Report
The Secretarial Auditors'' report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditors is annexed herewith as ''Annexure II'', which forms part of this report.
22. Energy conservation, technology absorption and foreign exchange earnings and outgo
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as ''Annexure III''.
23. Particulars of Employees
The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, amended as on date, is annexed herewith as ''Annexure IV''.
24. Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as ''Annexure V''.
25. Significant and material orders passed by the regulators or courts or tribunals
There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.
26. Significant changes occurred during the current year
The following significant changes have occurred between the end of the financial year 2015-16 and the date of this report:-
- Adopted new logo & domain along with rebranding of Products.
- Changed the name of Ludhiana unit from ''Vinayak Textiles Mills'' to ''Vardhman Polytex Limited''.
27. Acknowledgements
Your directors are pleased to place on record their sincere gratitude to the Government, Financial Institutions, Bankers and Business Constituents for their continued and valuable co-operation and support to the Company. They also take this opportunity to record their appreciation of the valuable contribution made by the employees in the successful operations of the Company during the year.
28. Cautionary Statement
Certain statements made in the Management Discussion and Analysis Report relating to the Company''s objectives, projections, outlook, expectations, estimates and others may constitute ''forward looking statements'' within the meaning of applicable laws and regulations. Actual results may differ from such expectations whether expressed or implied. Several factors could make significant difference to the Company''s operations. These include climatic and economic conditions affecting demand and supply, government regulations & taxation and natural calamities over which the Company does not have any direct control.
For and on behalf of the Board
Sd/-
(Ashok Kumar Oswal)
Date: 12th August, 2016 Chairman and Managing Director
Place: Ludhiana (DIN-00009403
Mar 31, 2015
Dear Members,
The Directors of your Company are presenting 35th Annual Report on the
affairs of the Company together with Audited Financial Statements of
the Company for the year ended 31st March, 2015.
1. Financial Highlights
(Rs.lac)
Particulars 2014-15 2013-14
Net Operating income 94,240.69 92,271.81
Operating Expenses 88,333.01 83,512.46
Profit/(Loss) before Depreciation, 8,261.84 10,775.47
Interest & Tax & before exceptional
items (PBDIT)
Depreciation 3,238.57 3,265.85
Finance Cost 7,255.20 7,177.39
Other Income 2,354.15 2,016.12
Profit/(Loss) before Tax & exceptional (2,231.94) 332.23
items
Exceptional Items 3,585.01 --
Profit/(Loss) before Tax (5,816.95) 332.23
Tax Expenses (2,936.74) (145.28)
Profit/(Loss) after Tax (2,880.20) 477.51
Earnings Per Share (EPS) (in Rs.)
(after exceptional items)
- Basic (14.02) 2.59
- Diluted (14.02) 2.28
2. Business Performance
Your Directors are pleased to report the Company's business performance
as follows:
Sales Revenue
During the year under review, net operating income of the Company was
Rs.94,240.69 lac as against Rs. 92,271.81 lac in 2013-14, registering a
marginal increase of 2.09%. The FOB value of exports during the year
has marginally decreased by 2.09% to Rs. 43,237.25 lac against Rs.
44,123.61 lac in 2013-14.
Profitability
During the year under review, the Company earned a profit before
depreciation, interest & tax of Rs. 8,261.84 lac as against of Rs.
10,775.47 lac during the previous year. The Company has a net loss
after tax of Rs. (2,880.20) lac during the current year against net
profit of Rs. 477.51 lac in the previous year.
4. Share Capital
During the year under review, paid-up share capital of the company was
increased from Rs. 19.82 crore to Rs. 22.29 crore by allotment of 24.73
lac equity shares of Rs. 10/- each at a premium of Rs. 45/- per share
to the Promoters/ Promoter Group Company.
5. Redefined the address of Registered Office
During the year under review, the Board vide its resolution dated
31.03.2015 has redefined the address of registered office of the
Company from 341-K-1, Mundian Khurd, P.O. Sahabana, Chandigarh Road,
Ludhiana-141123 to Vardhman Park, Chandigarh Road, Ludhiana-141123.
6. Dividend
The Board of Directors of your Company has not recommended any dividend
for the financial year 2014-15.
7. Directors & Committees
During the financial year 2014-15, Mrs. Rakhi Oswal was appointed as
Director of the Company w.e.f. 12.08.2014 being a woman director on the
Board. Mr. Ajay Chaudhry, Mr. B. S. Bhatia, Mr. M. D. Kanitkar and Mr.
Amit Jain were appointed as Independent Director for a term of five
years upto 31.03.2019. All the Independent Directors have confirmed
that they meet the criteria of independence as mentioned under clause
49 of the Listing Agreement and Section 149 of the Companies Act, 2013.
Mr. Ashok Kumar Oswal was re-appointed as Chairman and Managing
Director of the Company and Mr. Adish Oswal as Executive Director of
the Company w.e.f. 01.04.2015 for a period of three years with the
approval of shareholders vide resolution dated 30.03.2015.
Mr. Adish Oswal, Director retires by rotation at this Annual General
Meeting, and being eligible offers himself for re-appointment.
Mr. Ashok Kumar Oswal, Chairman and Managing Director, Mr. Parvinder
Singh, Chief Financial Officer and Mr. Sushil Sharma, Company Secretary
were designated as "Key Managerial Personnel" of the Company pursuant
to Sections 2(51) and 203 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
Remuneration Policy and Board Evaluation
Pursuant to the provisions of Companies Act, 2013 and clause 49 of the
Listing Agreement, the Company has adopted Nomination & Remuneration
Policy for Directors, KMP and Senior Management Personnel.
The independent directors in their meeting held on 27.12.2014, through
discussion, evaluated the performance of non independent directors,
Board, Managing Director and Executive Directors. The minutes of the
said meeting were submitted to Chairman of the Company and also placed
before the Board for their consideration. The Board has carried out
annual performance evaluation of its own performance, the directors
individually as well the evaluation of the working of its Audit,
Nomination & Remuneration and Stakeholders' Relationship Committee. The
Nomination & Remuneration Policy is enclosed as Annexure-I' and manner
of evaluation of the Board is explained in Corporate Governance Report.
Board Meetings
During the year, 5 (Five) meetings of the Board of Directors were held.
The details of the meetings are furnished in the Corporate Governance
Report, which forms part of the directors' report.
Board's Committee composition
The composition of Audit Committee, Nomination and Remuneration
Committee and other Board's Committee is furnished in the Corporate
Governance Report, which forms part of the directors' report.
8. Corporate Social Responsibility
The Company has constituted a Corporate Social Responsibility (CSR)
Committee consisting of Mr. Ashok Kumar Oswal (Chairman), Mr. Adish
Oswal, Mr. Ashok Kumar Goyal, Mr. Ajay Chaudhry and Mrs. Rakhi Oswal as
members of the Committee.
The Company has framed a CSR policy and the same has been available on
the website of the Company www.owalgroup.com. As per the Policy, the
Company considers CSR as social obligation, sustainability development,
regulatory environment, human resource management, safety health &
environment and a part of Corporate Governance. The projects/ programs
to be undertaken under CSR are specified in the policy.
Due to average loss during preceding three financial years, the company
is not falling under the criteria for spending the amount under CSR.
Hence, reporting on CSR activities as per the provisions is not
required /applicable.
9. Listing of securities
The Securities of the Company are listed on National Stock Exchange of
India Ltd. (NSE) and Bombay Stock Exchange Limited (BSE). The Company
has paid annual listing fee to exchanges for the year 2015-16. Further,
Foreign Currency Convertible Bonds (FCCBs) of the company are listed at
Singapore Exchange Securities Trading Ltd.
10. Subsidiaries, Associates and Joint Venture
The Company has two subsidiaries, namely F.M. Hammerle Textiles Ltd
(Formerly known as Oswal F.M. Hammerle Textiles Ltd) and F.M. Hammerle
Verwaltungs GmbH, Austria, as on 31st March, 2015. There are no
associate companies within the meaning of Section 2(6) of the Companies
Act, 2013 ("Act"). There has been no material change in the nature of
the business of the subsidiaries.
The Company has published the audited consolidated financial statements
for the financial year ended 31st March, 2015 and the same forms part
of this Annual Report. Accordingly, the Annual Report does not contain
the financial statements of our subsidiaries. As per the provisions of
Section 129(3) of the Act, a statement containing salient features of
the financial statements of the Company's subsidiaries in Form AOC-1 is
annexed with this Annual Report.
The audited financial statements of these subsidiaries and the related
information will be made available to any Member of the Company/its
subsidiaries seeking such information at any point of time and are also
available for inspection at the Registered Office of the Company/its
subsidiaries.
Your Company divested its stake of 99.99% ownership in Oswal Industrial
Enterprises Private Limited (OIEPL). Consequently, OIEPL ceased to be
the subsidiary of the Company with effect from 31st March, 2015. Your
Company continues to hold 1,000 equity shares of OIEPL.
11. Fixed Deposits
During the year, the Company has not accepted any fixed deposits. The
fixed deposits invited/accepted earlier from the public have been paid
during the year and there is no outstanding deposit as at 31st March,
2015.
12. Loans, Guarantees or Investments
The particulars of loans, guarantees and investments covered under
Section 186 of the Companies Act, 2013 are given in the financial
statements.
13. Company Petition
A petition has been filed by M/s Maschinen Umwelttechnik
Transportanlagen GmbH, Austria (a shareholder in F.M. Hammerle
Textiles Ltd.) against the Company U/S 397, 398, 402 & 403 of the
Companies Act, 1956 in the Hon'ble Company Law Board (CLB), Principal
Bench, New Delhi. The said petition is pending at the Hon'ble CLB.
14. Directors' Responsibility Statement
Pursuant to Section 134 of the Act, the Directors state that:
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
(b) Appropriate accounting policies have been selected and applied
consistently and have made judgments and estimates that are reasonable
and prudent, so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2015 and of the profit and loss of the
Company for the year ended 31st March, 2015;
(c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(d) The annual accounts have been prepared on a going concern basis;
(e) Proper internal financial controls were followed by the Company and
such internal financial controls are adequate and were operating
effectively;
(f) Proper systems are devised to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and
operating effectively.
15. Corporate Governance
The Company has in place a comprehensive system of Corporate
Governance. A separate report on Corporate Governance forms part of the
Annual Report of the Company. A certificate from the auditors of the
Company regarding compliance of the conditions of Corporate Governance
as stipulated under Clause 49 of the Listing Agreement is annexed to
the Report on Corporate Governance.
16. Related Party Transactions
All related party transactions that were entered into during the
financial year were on arm's length basis and in the ordinary course of
business. All Related Party transactions were placed before the Audit
Committee for approval. The Audit Committee has granted omnibus
approval for related party transactions as per the provisions and
restrictions contained in the Listing Agreement. There was no
material/significant transaction with the directors or the management,
their subsidiaries or relatives etc. that have any potential conflict
with interest of the Company at large read with details of transactions
as disclosed in Notes on Accounts annexed in the Balance Sheet as per
Accounting Standard (AS) -18. The Board has approved a policy for
related party transactions which has been uploaded on the Company's
website.
No Material Related Party Transactions, i.e. transactions exceeding ten
percent of the annual consolidated turnover as per the last audited
financial statements, were entered during the year by your Company.
Accordingly, the disclosure of related party transactions as required
under Section 134(3)(h) of the Companies Act, 2013 is not applicable.
17. Prevention of Sexual Harassment at workplace
The Company has in place a Prevention of Sexual Harassment policy in
line with the requirements of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition and Redressal) Act, 2013. An
Internal Complaints Committee has been set up to redress complaints
received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy. The
Company has not received any compliant related to sexual harassment
during the year 2014-2015.
18. Vigil Mechanism / Whistle Blower Policy
In order to ensure that the activities of the Company and its employees
are conducted in a fair and transparent manner by adoption of highest
standards of professionalism, honesty, integrity and ethical behavior,
the company has adopted a Vigil Mechanism Policy, which is available at
Company's website. This brief contents of the policy are explained in
corporate governance report.
19. Auditors
i) Statutory Auditors
M/s S.S. Kothari Mehta & Co. (Firm Registration No- 000756N), Chartered
Accountants have been appointed as statutory auditors of the Company at
34th Annual General Meeting held on 30.09.2014 for a period of three
years subject to ratification by members at every consequent Annual
General Meeting. Therefore, ratification of appointment of Statutory
Auditors is being sought from the members of the Company at the ensuing
Annual General Meeting.
ii) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s Nesar &
Associates, Practising Company Secretary, New Delhi to undertake the
secretarial audit of the Company.
iii) Internal Auditors
M/s S C Vasudeva & Associates, Chartered Accountants performs the
duties of internal auditors of the Company. The Company is also having
full fledged internal audit department headed by qualified chartered
accountant and supported by adequate qualified & experienced staff.
iv) Cost Auditors
The Board of Directors has appointed M/s Ramanath Iyer & Company, Cost
Accountants, New Delhi, as the Cost Auditors of the Company to conduct
cost audit for the financial year ended 31st March, 2016. As per the
requirement of Section 148 of the Companies Act, 2013, read with rules
made there under, the remuneration to be paid to M/s Ramanath Iyer &
Company, Cost Accountants, New Delhi, for financial year 2015-16 is
placed for ratification by the members at this Annual General Meeting.
20. Comments on Auditors' Report and Secretarial Auditors' Report
Auditors' Report
The Statutory Auditors of the Company have submitted Auditors' Report
on the Accounts of the Company for the financial year ended 31st March,
2015. In their reports (standalone and consolidated), they have made
certain qualifications/observations. The explanation/comments of the
Board on the same are as under:
Standalone Auditor's Report
a) The variance with Accounting Standard (AS-2) 'Valuation of
Inventories' and Accounting Standard (AS-10) 'Accounting for Fixed
Assets' relating to Real Estate Business, resulted in overstating the
reserves, current assets, revenue and of cost of development. The land
price has been assessed by the management. The difference between book
value and assessed price was transferred to capital reserve, while
conversion of land into stock in trade. The capital reserve thus
created, will be transferred to the Statement of Profit & Loss in
proportion of revenue recognized under the percentage of completion
method on entering into an agreement to sales on year to year basis,
thus showing actual profit earned on sale of real estate.
b) No provision has been made for other than temporary diminution in
the value of investment in one of the subsidiary company, F.M. Hammerle
Textiles Limited. We state that in view of continuous losses suffered
by the company i.e. F.M. Hammerle Textiles Limited which has eroded
100% of the share capital, the company falls under "Sick Company" under
the Sick Industrial and Companies (Special Provisions) Act (SICA) of
1985 and is filing an application to the Board for Industrial and
Financial Reconstruction (BIFR).
c) Observation that the company has incurred cash losses in the current
financial year but not in the immediately preceding financial year.
We state that the loss incurred during the year is due to volatility in
the yarn market which is temporary business phase. The management has
initiated steps to control cost and efficient/judicious resource
utilization, which will help to improve the margins.
d) Observation in respect to default in repayment of dues to financial
institutions/banks in respect of various loans and interest.
We state that the Vardhman Polytex Ltd, is regular in meeting its
obligations since January, 2015.
However, in F.M. Hammerle Textiles Ltd, due to financial stress, the
delay has happened. Further, the company is making application to BIFR.
Consolidated Auditor's Report
The explanation, of qualifications/observations which are also common
in consolidated auditor's report, has been provided above, except
observation in point no (xii) regarding 'a fraud committed by canteen
contractor in a subsidiary - F.M. Hammerle Textiles Ltd'.
We state that the company i.e. F.M. Hammerle Textiles Ltd has initiated
the appropriate civil and/ criminal legal proceeding against the
contractor and others for the recovery of the amount assessed.
Other points of Auditors' Reports on the Accounts of the Company for
the year under review are self-explanatory and require no comments.
Secretarial Auditors' Report
The Secretarial Auditors' report does not contain any qualifications,
reservations or adverse remarks. Report of the secretarial auditor is
annexed herewith as 'Annexure II', which forms part of this report.
21. Energy conservation, technology absorption and foreign exchange
earnings and outgo
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts)
Rules, 2014, is annexed herewith as 'Annexure III'.
22. Particulars of Employees
The information required under Section 197(12) of the Companies Act,
2013 read with Rule 5 of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is annexed herewith as 'Annexure
IV'.
23. Extract of Annual Return
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith as 'Annexure V'.
24. Significant and material orders passed by the regulators or courts
or tribunals impacting the going concern status of the Company
There are no significant and material orders passed by the Regulators
or Courts or Tribunals which would impact the going concern status of
the Company.
25. Acknowledgements
Your directors are pleased to place on record their sincere gratitude
to the Government, Financial Institutions, Bankers and Business
Constituents for their continued and valuable co-operation and support
to the Company. They also take this opportunity to record their
appreciation of the valuable contribution made by the employees in the
successful operations of the Company during the year.
26. Cautionary Statement
Certain statements made in the Management Discussion and Analysis
Report relating to the Company's objectives, projections, outlook,
expectations, estimates and others may constitute 'forward looking
statements' within the meaning of applicable laws and regulations.
Actual results may differ from such expectations whether expressed or
implied. Several factors could make significant difference to the
Company's operations. These include climatic and economic conditions
affecting demand and supply, government regulations and taxation,
natural calamities over which the Company does not have any direct
control.
For and on behalf of the Board
Sd/-
Place: Ludhiana (Ashok Kumar Oswal)
Dated: 25th May, 2015 Chairman & Managing Director
(DIN-00009403)
Mar 31, 2014
Dear Fellow,
The Directors of your Company are presenting their 34th Annual Report
on the affairs of the Company together with Audited Financial
Statements of the Company for the year ended 31st March, 2014.
1. Financial Results
The financial results for the year are as under:
(Rs. lac)
Particulars 2013-14 2012-13
Turnover 92,272.43 78,623.30
Profit/(Loss) before Interest, 10,775.47 9,183.14
Depreciation & Tax
Finance Cost 7,177.39 6,028.24
Profit/(Loss) before 3,598.08 3,154.90
Depreciation & Tax
Depreciation 3,265.85 3,660.07
Profit/(Loss) before Tax 332.23 (505.17)
Provision for Tax (145.28) (622.23)
Profit/(Loss) after Tax 477.51 117.06
Earnings Per Share (EPS) (in Rs.)
* Basic 2.59 0.72
* Diluted 2.28 0.72
2. Business Performance
Your Directors are pleased to report the Company''s business operations
performance as follows:
* Sales Revenue
During the year under review, the turnover of the Company was Rs.
92,272.43 lac as against Rs. 78,623.30 lac in 2012-13, registering an
increase of 17.36%. The FOB value of exports during the year increased
to Rs. 44,123.61 lac from Rs. 30,294.91 lac in 2012-13, registering a
growth of 45.65%.
* Profitability
During the year under review, the Company earned a profit before
interest, depreciation and tax of Rs. 10,775.47 lac as against of Rs.
9,183.14 lac during the previous year. The Company earned a net profit
after tax of Rs. 477.51 lac during the current year against of Rs.
117.06 lac in the previous year.
3. Management Discussion and Analysis Report
(a) Industry structure, Development & Future outlook
India''s textiles and clothing industry is one of the mainstays of the
national economy. It is also one of the largest contributing sectors to
Indian economy in terms of direct and indirect employment generation
and net foreign exchange earnings. Textile sector contributes about 14%
to industrial production, 4% to the Gross Domestic Product (GDP) and
27% to the country''s foreign exchange inflows. It provides direct
employment to over 45 million people and second largest provider of
employment after agriculture. Thus, the growth and all round
development of this industry has a direct bearing on the improvement of
the national economy.
The Indian textiles industry accounts for about 24% of the world''s
spindle capacity and 8% of global rotor capacity. The cotton yarn
production in India has increased by about 10% during April 2013-
February 2014 and the total cloth production grew by 3% during the
period April 2013 - February 2014. The Man-Made Fibers (MMF) in Indian
textile has successfully established its presence in almost all the
countries across the globe. MMF production recorded an increase of 4%
during the period April 2013 - February 2014.
The India''s cotton consumption grew by 12% to 4.8 million tons and is
expected to grow by 7% to 5.4 million tons in 2014-15. World ending
stocks are forecast to increase by 12% in 2013-14 to 20 million tons,
and then to expand by another 5% in 2014-15 to 21 million tons. The
projected accumulation of cotton stocks will weight on international
cotton prices in 2014-15, particularly as more stocks will be held
outside of China.
In the global exports of Textiles, India has improved its ranking to
emerge as the second largest textile exporter. Currently, India
textiles exports worth US$ 40.2 billion, while the total global
textiles exports stand at US$ 772 billion, with India commanding 5.2%
of the share. The rise in textile exports from India is largely
attributed to the growth in apparel and clothing sector as this account
for almost 43% of the share. The Indian textile and apparel industry
has potential to reach at size US$ 221 billion by 2021.
Since most of the capacity expansions have taken place in normal/
commodity products, the severity of competition and decrease in profit
margins is inevitable. Thus, in order to survive, sustain and thrive
in the global market, it would be necessary to differentiate and
improve presence in value added products in the near future. Further,
Technical textile is expected to grow at a faster pace as compared to
other textiles products. It would be prudent to be an early bird and
earmark some investments for this area for better and sustainable
profitability.
(b) Internal control systems & adequacy
Your Company has an adequate internal control system. There is a
system of continuous Internal Audit which aims at ensuring
effectiveness and efficiency of systems and operations. The internal
audit is conducted by an independent Internal Audit Department leading
by a qualified Chartered Accountant alongwith sufficient qualified &
experienced staff. The report is reviewed by the Audit Committee of the
Board consisting of Independent Directors. The scope of the Internal
Audit is not limited to accounts only but includes operations,
inventories, costing records, physical verifications of immovable and
movable assets etc on regular basis. Further, the Company has also
taken steps to develop a mechanism to assess and minimize risks by
having a Risk Management Committee.
(c) Human resource management
Your Company gives utmost importance to human resource. It considers
"Human Resource as Human Capital" and believes in the development of
Human Resource. The Company strongly believes in the Performance
Management System and always tries to explore and tap high potential at
the Group level to meet new challenges and competition. Our main tool
is training and developing talent at various levels. Internal and
external trainings are regularly organized for the development of the
employees. The Company is having strength of approximate 4,000
employees.
(d) Safety, Health & Environment
The Company''s top priority is safety, with regard to employment. It
encourages safety measures at all operational levels, especially at
floor level. Regular training programs are conducted to create
awareness about the importance of safety at work. Medical camps are
organized periodically for welfare of the members. Additionally,
regular medical facilities are also provided to them.
(e) Management perception of Risks & Concerns
The performance of textile industry during first three quarters of FY
2013-14 was quite encouraging. However, the last quarter witnessed
sudden jerks in demand and price drop from export market, led by china.
This was followed immediately by domestic market which adversely
affected the market sentiment and profit margins. The upward surge in
cotton prices and downward turn in yarn prices along with slack demand
is going to hit the bottom line significantly.
To procure cotton more judiciously and carry reasonable inventory by
reducing to 2 months instead of previous practices of 6 months shall
help minimizing the risk. Further, initiatives towards differentiated/
value added products coupled with cost optimization will lead to better
managing the profit margins.
(f) Opportunities and Threats Opportunities:
* Government thrust for textile export.
* Scope for atomization.
* Large overseas and domestic market.
Threats:
* Shortage of skilled labour.
* Ever increasing cost of power & finance.
* Volatile Government policies particularly for raw material.
(g) Financial Performance
* Resource utilisation
a) Fixed assets
The gross fixed assets as at 31st March, 2014 were Rs. 57,057.28 lac as
against Rs. 55,911.26 lac in the previous year. The Net block of assets
as on 31st March, 2014 was Rs. 28,322.86 lac as against Rs. 29,473.51
lac in the previous year.
b) Current assets
Inventory levels as at 31st March, 2014 were Rs. 9,219.17 lac as
against Rs. 5,099.47 lac in the previous year. The trade receivables as
at 31st March, 2014 were Rs. 6,595.01 lac as against Rs. 5,670.41 lac
in the previous year.
* Financial condition & liquidity
(Rs. lac)
Particulars 2013-14 2012-13
Cash & cash equivalents:
Beginning of the year 2,703.33 483.50
End of the year 1,437.33 2,703.33
Net cash provided (used) by:
Operating Activities 6,166.37 7,152.79
Investing Activities (1,068.11) (59.53)
Financial Activities (6,364.26) (4,873.43)
4. Increase in Paid up Share Capital and amendment in Object Clause
During the year under review, paid-up share capital of the Company was
increased from Rs. 17.84 crore to Rs. 19.82 crore by allotment of 19.75
lac equity shares of Rs. 10/- each at a premium of Rs. 47.52/- per
share to M/s Alma Assets Consultancy Pvt Ltd, promoter/ promoter group
company.
The object clause of the Company was amended by inserting new object
clause for the commencement of activities/ business relating to real
estate.
5. Expansion and Diversification
The Directors of the Company take pleasure to inform you that the
spinning project at Nalagarh (HP), has been completed (40,800 spindles)
after adding remaining 15,800 spindles.
The residential colony cum commercial project named as ''Vardhman Park''
carved out by the Company at 341 K-1, Mundian Khurd, Chandigarh Road,
Ludhiana-141123, is at development stage for various infrastructural
facilities.
6. Company Petition
A petition has been filed by M/s Maschinen Umwelttechnik
Transportanlagen GmbH, Austria (a shareholder in Oswal F.M. Hammerle
Textiles Ltd.) against the Company U/S 397, 398, 402 & 403 of the
Companies Act, 1956 in the Hon''ble Company Law Board (CLB), Principal
Bench, New Delhi. The said petition is pending for mentioning in the
Hon''ble CLB.
7. Directors
During the year under review, Mr Amit Jain was appointed as director of
the Company w.e.f. 06.05.2013 and Mr Ashok Kumar Goyal was appointed as
an Executive Director of the Company for a period of three years w.e.f.
01.09.2013.
Mr. Ashok Kumar Goyal, Director of the Company, is retiring by rotation
at the ensuing Annual General Meeting and being eligible, offers
himself for re appointment.
Pursuant to Section 149 of the Companies Act, 2013 ("the Act"), the
Board at its meeting held on 30.05.2014 recommended appointment of Mr.
Ajay Chaudhry, Dr. B. S. Bhatia, Mr. M. D. Kanitkar and Mr. Amit Jain
as Independent Directors of the Company, not liable to retire by
rotation, for a term of five years till 31st March, 2019, subject to
approval of the Members of the Company. These Directors have given the
declarations to the Board that they meet the criteria of Independence
as provided under Section 149(6) of the Act and also confirmed that
they will abide by the provisions as mentioned in Schedule IV of the
Act. The Company has received requisite notices in writing from members
proposing their appointment as Independent Directors.
8. Subsidiary Companies
The Company has three subsidiaries namely Oswal F.M. Hammerle Textiles
Ltd, Oswal Industrial Enterprise Private Ltd. and F.M. Hammerle
Verwaltungs GmbH, Austria. During the year, the Board of Directors
periodically reviewed the affairs of the subsidiary companies. As per
Section 212 of the Companies Act, 1956, the Company is required to
attach the Balance Sheet, Statement of Profit & Loss and other
documents of its subsidiary companies. The Ministry of Corporate
Affairs (MCA) vide its Circular No. 2/2011 dated 8th February, 2011 has
exempted the companies from applicability of Section 212 of the
Companies Act, 1956, provided such companies publish audited
consolidated financial statements in the Annual Report. The Company has
published the audited consolidated financial statements for the
financial year 2014 and the same forms part of this Annual Report.
Accordingly, the Annual Report does not contain the financial
statements of our subsidiaries. As per Section 212 of the Companies
Act, 1956, the statements showing the interest of the holding company
in the subsidiaries and highlighting the financial performance of
subsidiaries are annexed with this Annual Report.
The audited financial statements of these subsidiaries and the related
information will be made available to any Member of the Company/its
subsidiaries seeking such information at any point of time and are also
available for inspection at the Registered Office of the Company/its
subsidiaries.
9. Listing of securities
The Securities of the Company are listed on National Stock Exchange of
India Ltd (NSE) and Bombay Stock Exchange Ltd (BSE). Further, Foreign
Currency Convertible Bonds (FCCBs) of the Company are listed at
Singapore Exchange Securities Trading Ltd.
10. Registrar and Share Transfer Agent
M/s Alankit Assignments Ltd, 1E/13, Alankit Heights, Jhandewalan
Extension, New Delhi -110 055 is the Registrar and Share Transfer Agent
of the Company.
11. Fixed Deposit
During the year, the Company has not accepted the fixed deposits. As at
31st March, 2014, fixed deposits as invited earlier from the public
were outstanding to the tune of Rs. 4.95 lac which were within the
limits prescribed under Section 58A of Companies Act, 1956 read with
the Companies (Acceptance of Deposit) Rules, 1975. There were no
overdue deposits as on 31st March, 2014.
The Company proposes to invite and accept Fixed Deposits from the
shareholders and the public in accordance with Sections 73 and 76 of
the Companies Act 2013 read with Companies (Acceptance of Deposits)
Rules, 2014. Attention of the Members is invited to the relevant item
in the Notice of the Annual General Meeting and the Explanatory
Statement thereto.
12. Dividend
The Board of Directors of your Company has not recommended any dividend
for the financial year 2013-14.
13. Corporate Governance
The Company has in place a comprehensive system of Corporate
Governance. A report on Corporate Governance alongwith certificate from
the auditors of the Company confirming compliance of the conditions as
stipulated under Clause 49 of the Listing Agreement is given separately
and forms part of this Annual Report.
14. Corporate Social Responsibility
Pursuant to Section 135 of the Companies Act, 2013 the Company has
constituted the Corporate Social Responsibility (CSR) Committee of the
Board of Directors. The terms of reference of the CSR Committee are as
per the provisions of the Companies Act, 2013 read with rules made
there under.
15. Auditors
M/s S.S. Kothari Mehta & Co, Chartered Accountants, New Delhi, who are
the Statutory Auditors of the Company, hold office until the conclusion
of the ensuing Annual General Meeting (AGM). It is proposed to
re-appoint them as Statutory Auditors of the Company for a period of
three years to hold office from the conclusion of this AGM till the
conclusion of the 37th AGM to be held in the year 2017 subject to
ratification of their appointment at every AGM. M/s S.S. Kothari Mehta
& Co have, under Section 139(1) of the Companies Act, 2013 and the
Rules framed thereunder furnished a certificate of their eligibility
and consent for re-appointment.
16. Auditors'' Report
The Statutory Auditors of the Company have submitted Auditors'' Report
on the Accounts of the Company for the financial year ended 31st March,
2014. In their report, they have made certain observations. The
management reply/ comments on the same are as under:
a) Non creation of provision for write-off of investment in subsidiary
companies namely M/s Oswal Industrial Enterprise (P) Limited (OIEPL)
and Oswal F. M. Hammerle Textiles Limited (OFMH), has not been
addressed by the Company:
We state that the said subsidiary companies i.e. OIEPL and OFMH have
already started generating positive earnings and expected to improve
its present financial position. The recovery in financial health of
these companies could have been far better but for market unfavorable
conditions including prolonged economic crises in USA/ Europe. However,
the Companies are striving hard to turn around in the shortest possible
time frame.
b) Improvement in the scope and coverage of Internal Audit:
We state that Internal Audit Department is headed by a qualified
Chartered Accountant and supported by adequate qualified & experienced
staff. The Internal Audit Department reviews the accounts/ accounting
functions apart from systems, SOPs, risk factors, statutory compliances
and physical verification movable and fixed assets periodically in all
manufacturing units and other offices of the Company.
c) Regarding report on some delay in payment ESI and TDS:
We state that the delay was caused due to oversight. However, Internal
Audit has been specifically assigned the responsibility to strengthen
the system for statutory compliances.
d) Observation in respect to default in repayment of dues to financial
institutions/banks and repayment of FCCB borrowings and premium due
thereon:
We state that due to financial stress in the Company, the repayments to
financial institutions/banks and FCCB payments were delayed to some
extent.
Other points of Auditors'' Report on the accounts of the Company for the
year under review are self-explanatory and require no comments.
17. Cost Auditor
M/s Ramanath Iyer & Co., Cost Accountants, 808, Pearls Business Park,
Netaji Subhash Place, Delhi - 110 034, Delhi was appointed/re-appointed
as Cost Auditors of the Company under Section 233B of the Companies
Act, 1956 for the Audit of cost records for the year 2013-14. The Cost
Audit report for the financial year ended 31st March, 2013 was filed on
17th September, 2013 well within the prescribed due date of 30th
September, 2013.
18. Statement of particulars of employees
Statement showing particulars of the employees as required by the
provisions of Section 217(2A) of the Companies Act, 1956 is not given
as no employee was in receipt of remuneration equal to or exceeding Rs.
60 lac per annum or Rs. 5 lac per month if employed for the part of the
year.
19. Directors'' Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that:
i) In preparation of the annual accounts, applicable accounting
standards have been followed;
ii) Appropriate accounting policies have been selected and applied
consistently and have made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2014 and of the profit of the Company
for the year ended on 31st March, 2014;
iii) Proper and sufficient care has been taken 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) The annual accounts have been prepared on a going concern basis.
20. Acknowledgement
Your directors are pleased to place on record their sincere gratitude
to the Government, Financial Institutions, Bankers and Business
Constituents for their continued and valuable co-operation and support
to the Company. They also take this opportunity to record their
appreciation of the valuable contribution made by the employees in the
successful operations of the Company during the year.
For and on behalf of the Board
Sd/-
Place : Ludhiana (Ashok Kumar Oswal)
Dated : 30th May, 2014 Chairman & Managing Director
Mar 31, 2013
Dear Fellow,
The Directors of your Company are presenting their 33rd Annual Report
on the affairs of the Company together with Audited Accounts of the
Company for the year ended 31st March, 2013.
1. FINANCIAL RESULTS
The Financial Results for the year are as under:-
(Rs.in lac)
PARTICULARS 2012-13 2011-12
Turnover 78,623.30 74,927.60
Profit/(Loss) before Interest, 9,183.14 (734.29)
Depreciation & Tax
Finance Cost 6,028.24 6,771.95
Profit/(Loss) before
Depreciation & Tax 3,154.90 (7,506.24)
Depreciation 3,660.07 2,959.69
Profit/(Loss) before Tax (505.17) (10,465.93)
Tax Expenses (622.23) (2,324.71)
Profit/(Loss) after Tax 117.06 (8,141.22)
Earnings Per Share (EPS)
- Basic and Diluted (in Rs.) 0.72 (50.12)
2. BUSINESS PERFORMANCE
Your Directors are pleased to report the Company''s business operations
performance as follows:
- SALES REVENUE
During the year under review, the turnover of the Company was Rs.
78,623.30 lac as against Rs. 74,927.60 lac in 2011-12, registering a
marginal increase of 4.93%. The FOB value of exports during the year
increased to Rs. 30,294.91 lac from Rs. 28,552.59 lac in 2011-12,
registering a growth of 6.10%.
- PROFITABILITY
During the year under review, the Company earned a profit before
depreciation, interest and tax of Rs. 9,183.14 lac as against a loss of Rs.
(734.29) lac during the previous year. The Company earned a net profit
after tax of Rs. 117.06 lac during the current year against a loss of Rs.
(8,141.22) lac in the previous year.
3. SHARE CAPITAL
During the year under review, paid-up share capital of the Company was
increased from Rs. 16.24 crore to Rs. 17.84 crore by allotment of 16 lac
equity shares of Rs. 10/- each at a premium of Rs. 55.67/- per share to M/s
Alma Assets Consultancy (P) Ltd, promoter/ promoter group company.
The shareholders vide resolution dated 29.09.2012 approved the issue of
16 lac share warrants to four persons belonging to promoters/ promoter
group. However, as per mutual understanding between the promoters and
terms of resolution, the whole 16 lac share warrants were allotted to
single promoter i.e. M/s Alma Assets Consultancy (P) Ltd.
5. COMPANY PETITION
A petition has been filed by M/s Maschinen Umwelttechnik
Transportanlagen GmbH, Austria (a shareholder in Oswal F.M. Hämmerle
Textiles Ltd.) against the Company U/S 397, 398, 402 & 403 of the
Companies Act, 1956 in the Hon''ble Company Law Board (CLB), Principal
Bench, New Delhi. The said petition is pending for mentioning in the
Hon''ble CLB.
6. CORPORATE DEBTS RESTRUCTURING (CDR)
The Company has made reference to the CDR cell for its debt
restructuring under CDR mechanism/scheme of Reserve Bank of
India. The scheme has been approved vide letter dated 28.12.2012. The
implementation of the scheme is under process.
7. DIRECTORS
Mr. Ajay Chaudhry, Director of the Company, is retiring by rotation at
the ensuing Annual General Meeting and being eligible, offers himself
for re-appointment.
The Board of Directors has re-appointed Mr. Ashok Kumar Oswal as
Chairman and Managing Director and Mr. Adish Oswal as Executive
Director of the Company w.e.f 01.04.2012 for the period of three years.
8. SUBSIDIARY COMPANIES
The Company has three subsidiaries namely Oswal F.M. Hämmerle Textiles
Ltd, F.M. Hämmerle Verwaltungs GmbH, Austria and Oswal Industrial
Enterprise Private Ltd. As per Section 212 of the Companies Act, 1956,
the statements showing the interest of the holding company in these
subsidiaries are annexed with this Annual Report.
9. EXEMPTION UNDER SECTION 212 FOR SUBSIDIARIES
Ministry of Corporate Affairs (MCA) vide its Circular No. 2/2011 dated
8th February, 2011 has, subject to compliance with certain conditions,
granted general exemption to the companies from applicability of
Section 212 of the Companies Act, 1956 for attachment of Balance Sheet,
Statement of Profit & Loss, Director''s Report and Auditor''s Report of
the subsidiary companies with the Balance Sheet of the Company. The
Board of Directors of the Company has decided not to attach the
aforesaid documents of the subsidiary companies with the Balance Sheet
of the Company and complied the provisions of said Circular.
The Annual Accounts of these subsidiaries and the related detailed
information will be made available to any Member of the Company/ its
subsidiaries seeking such information at any point of time and are also
available for inspection by any Member of the Company/its subsidiaries
at the Registered Office of the Company/its subsidiaries.
Further, pursuant to the Listing Agreement with the Stock Exchanges and
general exemption granted by the MCA, the Consolidated Financial
Statements of the Company, including the financial details of all the
subsidiary companies, which forms part of the Annual Report, has been
prepared in accordance with the Accounting Standards issued by the
Institute of Chartered Accountants of India.
10. LISTING OF SECURITIES
The Securities of the Company are listed on National Stock Exchange of
India Ltd (NSE) and Bombay Stock Exchange Ltd (BSE). Further, Foreign
Currency Convertible Bonds (FCCBs) of the Company are listed at
Singapore Exchange Securities Trading Ltd.
11. REGISTRAR AND SHARE TRANSFER AGENT
M/s Alankit Assignments Ltd, 2E/21, Alankit House, Jhandewalan
Extension, New Delhi -110 055 is the Registrar and Share Transfer Agent
of the Company.
12. FIXED DEPOSIT
As at 31st March, 2013, fixed deposits from the public were outstanding
to the tune of Rs. 59.06 lacs which were within the limits prescribed
under Section 58A of Companies Act, 1956 read with the Companies
(Acceptance of Deposit) Rules, 1975. There were no overdue deposits as
on 31st March, 2013.
13. DIVIDEND
The Board of Directors of your Company has not recommended any dividend
for the financial year 2012-13.
14. CORPORATE GOVERNANCE
The Company has in place a comprehensive system of Corporate
Governance. A separate report on Corporate Governance forms part of the
Annual Report of the Company. A certificate from the auditors of the
Company regarding compliance of the conditions of Corporate
Governance as stipulated under Clause 49 of the Listing Agreement is
annexed to the Report on Corporate Governance.
15. AUDITORS
M/s S.S. Kothari Mehta & Co, Chartered Accountants, New Delhi, Auditors
of the Company, retires at the conclusion of forthcoming Annual General
Meeting and being eligible, offers themselves for reappointment.
16. AUDITORS'' REPORT
The Statutory Auditors of the Company have submitted Auditors'' Report
on the Accounts of the Company for the financial year ended 31st March,
2013. In their report, they have made the certain observations. The
management reply/comments on the same are as under:
a) Non creation of provision for write-off of investment in subsidiary
company namely M/s Oswal Industrial Enterprise (P) Limited (OIEL), has
not been addressed by the Company:
We state that the said subsidiary company OIEL has already started to
generate positive earnings and expected to overcome from its present
financial position. The Management has already taken some effective
measures to revive its operations which should help the company to
perform better in the next financial year and protect its net worth.
b) Improvement in the scope and coverage of Internal Audit:
We state that Internal Audit Department has already been restructured/
strengthened and is lead by a qualified Chartered Accountant alongwith
sufficient qualified & experienced staff. The scope of the Internal
Audit Department has been extended beyond the accounts and includes
operations, inventories, costing records, physical verifications of
immovable and movable assets etc on regular basis.
c) Regarding report on some delay in payment of work contract tax:
We state that it was an incidence caused due to clerical mistake and
overlooking. Internal Audit has been assigned the responsibility to
develop & strengthen the system for statutory compliances.
d) Observation in respect to default in repayment and interest payment
of FCCB due on 19.02.2013:
We state that due to financial stress in the company it could not make
the payment on time. However, negotiations with the FCCB holders are at
advance stage and we expect that the same shall be resolved soon.
Other points of Auditors'' Report on the Accounts of the Company for the
year under review are self-explanatory and require no comments.
17. COST AUDITORS
The Board of Directors has re-appointed M/s Ramanath Iyer & Co., Cost
Accountants, 808, Pearls Business Park, Netaji Subhash Place,
Delhi  110 034, as Cost Auditors of the Company under Section 233B of
the Companies Act, 1956 subject to the approval of Central Government
for the year 2013-2014.
The Cost Audit report for the financial year ended 31st March, 2012 has
been filed on time dated 11.01.2013. The due date was 28.02.2013 which
was extended by MCA vide circular No. 2/2013 dated 31.01.2013.
18. STATEMENT OF PARTICULARS OF EMPLOYEES
Statement showing particulars of the employees as required by the
provisions of Section 217(2A) of the Companies Act, 1956 is not given
as no employee was in receipt of remuneration equal to or exceeding Rs.
60 lac per annum or Rs. 5 lac per month, if employed for the part of the
year.
19. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that:
i) In preparation of the annual accounts, applicable accounting
standards have been followed;
ii) Appropriate accounting policies have been selected and applied
consistently and have made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2013 and of the profit of the Company
for the year ended on 31st March, 2013;
iii) Proper and sufficient care has been taken 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; and
iv) The annual accounts have been prepared on a going concern basis.
20. ACKNOWLEDGEMENT
Your directors are pleased to place on record their sincere gratitude
to the Government, Financial Institutions, Bankers and Business
Constituents for their continued and valuable co-operation and support
to the Company. They also take this opportunity to record their
appreciation of the valuable contribution made by the employees in the
successful operations of the Company during the year.
For and on behalf of the Board
Sd/-
Place : Ludhiana (Ashok Kumar Oswal)
Dated: 30th May, 2013 Chairman & Managing Director
Mar 31, 2012
The Directors of your Company is presenting their 32nd Annual Report on
the affairs of the Company together with the Audited Accounts of the
Company for the year ended 31st March, 2012.
1. FINANCIAL RESULTS
The Financial Results for the year are as under:-
(Rs. in lac)
PARTICULARS 2011-12 2010-11
Turnover 74,927.60 71,644.39
Profit/(Loss) before Interest, (730.55) 11,022.96
Depreciation & Tax
Finance Cost 6,771.95 4,705.97
Profit/(Loss) before Depreciation & Tax (7,502.50) 6,316.99
Depreciation 2,959.69 2,731.77
Profit/(Loss) before Tax (10,462.19) 3,585.22
Provision for Tax (2,320.97) 915.25
Profit/(Loss) after Tax (8,141.22) 2,669.97
Earnings Per Share
- Basic and Diluted (in Rs.) (50.12) 20.02
2. PRESENTATION OF FINANCIAL STATEMENTS
Notification dated 28th February, 2011 issued by the Ministry of
Corporate Affairs has stipulated a revised format for disclosure of
financial statements under Schedule VI to the Companies Act, 1956. The
financial results of the Company for the year ended 31st March, 2012
are, therefore, disclosed as per the Revised Schedule VI and the
previous year's figures have been restated to align with the current
year's presentation.
3. BUSINESS PERFORMANCE
Your Directors are pleased to report the Company's business operations
performance as follows:
- SALES REVENUE
During the year under review, the turnover of the Company was Rs.
74,927.60 lacs as against Rs. 71,644.39 lacs in 2010-11, registering an
increase of 4.59%. The FOB value of exports during the year increased
to Rs. 28,552.59 lacs from Rs. 21,276.44 lacs in 2010-11, registering a
growth of 34.20%.
- PROFITABILITY
During the year under review, the margins of the Company were under
pressure. The Company incurred loss before depreciation and interest
during the current year of Rs. (730.55) lacs against profit of Rs.
11,022.96 lacs during the previous year. The Company incurred net loss
after tax to Rs. (8,141.22) lacs during the current year against profit
of Rs. 2,669.97 lacs in the previous year.
5. STATUS OF EXPANSION AT NALAGARH
Directors of the Company take pleasure to inform you that during the
year, the spinning project, which was undertaken by the Company with
40,800 spindles at Nalagarh, has been substantially completed. The
commercial production of the same was started in the month of January,
2012 with about 25,000 spindles.
6. SHARE CAPITAL
During the year under review, the Authorised Share Capital of the
Company was increased from Rs. 30 crore to Rs. 70 crore in two trenches.
7. COMPANY PETITION
A petition has been filed by M/s Maschinen Umwelttechnik
Transportanlagen Gesellschaft mbH, Austria (a shareholder in Oswal F.M.
Hämmerle Textiles Ltd.) against the Company U/S 397, 398, 402 & 403 of
the Companies Act, 1956 in the Hon'ble Company Law Board (CLB),
Principal Bench, New Delhi. The said petition is pending for the
mentioning in the Hon'ble CLB.
8. CORPORATE DEBTS RESTRUCTURING (CDR)
The Company has made reference to the CDR cell for the its debt
restructuring under CDR mechanism/ scheme of Reserve Bank of India.
9. DIRECTORS
Dr. B. S. Bhatia, Director of the Company, is retiring by rotation at
the ensuing Annual General Meeting and being eligible, offers himself
for reappointment.
The Board of Directors in its meeting held on 11.02.2012 has
re-appointed Mr. Ashok Oswal as Chairman & Managing Director and Mr.
Adish Oswal as Executive Director of the Company w.e.f 01.04.2012 for
the period of three years, subject to the approval of shareholders.
10. SUBSIDIARY COMPANIES
The Company has three Subsidiaries namely Oswal F.M. Hämmerle Textiles
Ltd, F.M. Hämmerle Verwaltungs GmbH, Austria and Oswal Industrial
Enterprise Private Ltd. As per Section 212 of the Companies Act, 1956,
the statements showing the interest of the holding company in these
subsidiaries are annexed with this Annual Report.
11. EXEMPTION UNDER SECTION 212 FOR SUBSIDIARIES Ministry of Corporate
Affairs vide its Circular No: 51/12/2007-CLIII
dated 8th February, 2011 has, subject to compliance with certain
conditions, granted general exemption to the companies from
applicability of Section 212 of the Companies Act, 1956 for attachment
of Balance Sheet, P&L A/c, Director's Report and Auditor's Report of
the subsidiary companies with the Balance Sheet of the Company. The
Board of Directors of the Company has decided not to attach the
aforesaid documents of the subsidiary companies with the Balance Sheet
of the Company and complied the provisions of the said Circular i.e.
the Consolidated Financial Statement of the Company for the financial
year ended 31st March, 2012 duly audited by Statutory Auditors is
included in the Annual Report. The Annual Accounts of these
subsidiaries and the related detailed information will be made
available to any Member of the Company/ its subsidiaries seeking such
information at any point of time and are also available for inspection
by any Member of the Company/ its subsidiaries at the Registered Office
of the Company/its subsidiaries.
Further, pursuant to the Listing Agreement with the Stock Exchanges and
general exemption granted by the Ministry of Corporate Affairs, the
Consolidated Financial Statements of the Company, including the
financial details of all the subsidiary companies, which forms part of
the Annual Report, has been prepared in accordance with the Accounting
Standards issued by the Institute of Chartered Accountants of India.
12. LISTING OF SECURITIES
The Securities of the Company are listed on the National Stock Exchange
of India Ltd. and Bombay Stock Exchange Ltd. Further, Foreign Currency
Convertible Bonds (FCCBs) of the Company are listed at Singapore
Exchange Securities Trading Ltd.
13. REGISTRAR AND SHARE TRANSFER AGENT
M/s Alankit Assignments Limited, 2E/21, Alankit House, Jhandewalan
Extension, New Delhi -110 055 is the Registrar and Share Transfer Agent
of the Company.
14. FIXED DEPOSIT
During the year under review, the Company invited Fixed Deposits from
the Public as per Section 58A of the Companies Act, 1956 read with the
Companies (Acceptance of Deposit) Rules, 1975. At the end of the year,
fixed deposits from the public were outstanding to the tune of Rs.
61.61 lacs which were well within the limits prescribed under the above
said section. There were no overdue deposits as on 31st March, 2012.
15. DIVIDEND
The Board of Directors of your Company has not recommended any dividend
for the year 2011-12.
16. CORPORATE GOVERNANCE
The Company has in place a comprehensive system of Corporate
Governance. A separate report on Corporate Governance forms part of the
Annual Report of the Company. A certificate from the Auditors of the
Company regarding compliance of the conditions of Corporate Governance
as stipulated under Clause 49 of the Listing Agreement is annexed to
the report on Corporate Governance.
17. AUDITORS
M/s S.S. Kothari Mehta & Co, Chartered Accountants, New Delhi, Auditors
of the Company, retires at the conclusion of the forthcoming Annual
General Meeting and being eligible, offers themselve for reappointment.
18. AUDITORS' REPORT
The Statutory Auditors of the Company have submitted the Auditors'
Report on the Accounts of the Company for the year ended 31st March,
2012. In their report, they have made certain observations. One of the
observation in respect to non creation of provision for write-off of
investment in subsidiary company namely M/s Oswal Industrial
Enterprises (P) Limited (OIEL),has not been addressed by the Company.
We states that the said subsidiary company OIEL has started to generate
positive earnings and expected to overcome from its financial position.
With respect to further observation for delayed payment of interest and
principal of Banks during the year 2011-12 , we state that the textile
industry presently in India is passing from difficult phase due to slow
down of demand, high inventory cost, sharp fluctuation in the prices
etc. The Company reported major net loss during the FY 2011-12 and is
suffering from severe liquidity. The delay in Bank payments due to
current year losses on account of fluctuations in cotton fibre and yarn
prices, lesser cash accruals coupled with the repayment has put the
company in the stretched liquidity position. Accordingly, the Company
has filed an application to CDR for its debt restructuring.
Further, the utilization of short term funds to long term investment by
the Company is only due to shifting of current maturities of term loan
to current liabilities as per the requirement of Revised Schedule VI of
the Companies Act, 1956.
The other points of Auditors' Report on the Accounts of the Company for
the year under review are self-explanatory and require no comments.
19. COST AUDITORS
The Board of Directors re-appointed M/s Ramanath Iyer & Co., Cost
Accountants, New Delhi as Cost Auditors of the Company under Section
233-B of the Companies Act, 1956 subject to the approval of the Central
Government for the year 2012-2013. As mandated by Circular No.15/2011
dated 11 April 2011 issued by the Ministry of Corporate Affairs,
Government of India, full particulars of Cost Auditor are given below:-
Name M/s Ramanath Iyer & Co.,
Cost Accountants
Address BL-4 (Paschmi), Shalimar Bagh,
New Delhi - 110088 Details of Cost Audit Report for the financial year
ended 31st March 2011
(a) Due date of filing 30th September, 2011
(b) Actual date of filing 21st & 24th September, 2011
20. STATEMENT OF PARTICULARS OF EMPLOYEES
A Statement of Particulars of Employees pursuant to the provisions of
Section 217(2A) of the Companies Act, 1956 is enclosed and forms part
of this report.
21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Energy Conservation continues to be an area of major emphasis in your
Company. Efforts are made to optimise energy costs while carrying out
the manufacturing operations. Particulars with respect to conservation
of energy and other areas as per Section 217(1)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988, are annexed hereto and forms
part of this report.
22. Pursuant to Section 217 (2AA) of the Companies Act, 1956, the
Directors confirm that:
i.In the preparation of the annual accounts, the applicable accounting
standards have been followed;
ii.Appropriate accounting policies have been selected and applied
consistently, and have made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2012 and of the profit of the Company
for the year ended on 31st March, 2012;
iii.Proper and sufficient care has been taken 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.The annual accounts have been prepared on a going concern basis.
23. ACKNOWLEDGEMENT
Your Directors are pleased to place on record their sincere gratitude
to the Government, Financial Institutions, Bankers and Business
Constituents for their continued and valuable co-operation and support
to the Company. They also take this opportunity to record their
appreciation of the valuable contribution made by the employees in the
successful operations of the Company during the year.
For and on behalf of the Board
Sd/-
Place : Ludhiana (Ashok Oswal)
Dated: 30th May, 2012 Chairman & Managing Director
Mar 31, 2011
Dear Fellow,
The Directors of your Company have great pleasure in presenting their
31st Annual Report on the affairs of the Company together with the
Audited Accounts of the Company for the year ended 31st March, 2011.
1. FINANCIAL RESULTS
The Financial Results for the year are as under:-
(Rs. in lac)
PARTICULARS 2010-11 2009-10
Turnover 71,644.39 52,778.99
Profit before Depreciation, Interest,
Tax & Exceptional Items 10,553.38 6,686.20
Interest & Financial Charges 4,236.40 3,351.05
Profit before Depreciation,
Tax & Exceptional Items 6,316.98 3,335.15
Depreciation 2,731.76 2,830.50
Profit before Tax & Exceptional Items 3,585.22 504.65
Exceptional Items - 3,574.14
Profit before Tax & after Exceptional Items 3,585.22 (3069.49)
Provision for Tax
-Current 15.25 102.00
- Deferred 900.00 (932.67)
Profit after Tax & Exceptional Items 2,669.97 (2,238.82)
Appropriations:
Surplus carried to the Balance Sheet 263.56 (2,406.41)
Earnings Per Share
-Basic (in Rs.) 20.02 (20.31)
-Diluted (in Rs.) 20.02 (20.31)
2. BUSINESS PERFORMANCE
Directors are pleased to report the Company's business operations
performance as follows:
- SALES REVENUE
During the year under review, the turnover of the Company was Rs.
7,1644.39 lac as against Rs. 52,778.99 lac in 2009-10, registering an
increase of 35.74%. The FOB value of exports during the year increased
to Rs. 21,276.44 lac from Rs. 15,070.89 lacs in 2009-10, registering a
growth of 41.18%.
- PROFITABILITY
> The profit before depreciation, interest, exceptional items & tax
increased by 57.84% to Rs. 10,553.38 lac during the current year from
Rs. 6,686.20 lac in the previous year.
> The net profit after tax increased by 219.25% to Rs. 2,669.97 lac
during the current year from a loss of Rs. (2238.82) lac in the
previous year.
4. EXPANSION PROJECT
During the year under review, your Company undertook the expansion of a
spinning project with 40,800 spindles at Nalagarh (H.P.). The project
is likely to start production in the second quarter of financial year
2011-12.
5. SHARE CAPITAL AND FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)
During the year under review, your Company issued an aggregate of
36,17,000 equity shares of Rs. 10/- each consisting of 13,20,000 equity
shares upon conversion of convertible warrants to the financial
investors belonging to the Promoter Group and 22,97,000 equity shares
upon conversion of convertible warrants to the financial investors
belonging to the Non-Promoter on a preferential basis at a premium
pursuant to SEBI (Issue of Capital & Disclosure Requirements)
Regulations, 2009. The proceeds from these preferential issues were
used for the purpose of meeting long-term working capital requirements
and future expansion projects of the Company.
Of the total issued Foreign Currency Convertible Bonds (FCCBs) of USD
12 million, the Company brought back the FCCBs, having a face value of
USD 3.5 million at a discounted rate of 49.88% with a total outflow of
USD 1.745 million with the approval of Reserve Bank of India.
6. COMPANY PETITION
A petition has been filed by M/s Maschinen Umwelttechnik
Transportanlagen Gesellschaft mbH, Austria (a shareholder in Oswal F.M.
Hämmerle Textiles Ltd.) against the Company U/S 397, 398, 402 & 403 of
the Companies Act, 1956 in the Hon'ble Company Law Board (CLB),
Principal Bench, New Delhi. The said petition is pending for the
mentioning in the Hon'ble CLB.
7. DIRECTORS
Mr. M. D. Kanitkar, Director of the Company, is retiring by rotation at
the ensuing Annual General Meeting and being eligible, offers himself
for reappointment.
8. SUBSIDIARY COMPANIES
The Company has three Subsidiaries namely Oswal F.M. Hämmerle Textiles
Ltd, F.M. Hämmerle Verwaltungs GmbH, Austria and Oswal Industrial
Enterprise Private Ltd (Formerly known as Oswal Retail Private Ltd). As
per Section 212 of the Companies Act, 1956, the statements showing the
interest of the holding company in these subsidiaries and financial
figures of subsidaries as per Circular No. 2/2011 dated 08.02.2011 are
annexed with this annual report.
9. LISTING OF SECURITIES
The securities of the Company are listed on the National Stock Exchange
of India Ltd. and Bombay Stock Exchange Ltd. Further, Foreign Currency
Convertible Bonds (FCCBs) of the Company are listed at Singapore
Exchange Securities Trading Ltd.
10. REGISTRAR AND SHARE TRANSFER AGENT
M/s Alankit Assignments Limited, 2E/21, Alankit House, Jhandewalan
Extension, New Delhi -110 055 is the Registrar and Share Transfer Agent
of the Company.
11. FIXED DEPOSIT
During the year under review, the Company invited Fixed Deposits from
the Public as per Section 58A of the Companies Act, 1956 read with the
Companies (Acceptance of Deposit) Rules, 1975. At the end of the year,
fixed deposits from the public were outstanding to the tune of Rs.
68.01 lac which were well within the limits prescribed under the above
said section. There were no overdue deposits as on 31st March, 2011.
12. DIVIDEND
The Board of Directors of your Company has not recommended any dividend
for the year 2010-11, keeping in view the ongoing expansions,
modifications and future investment possibilities, deciding to plough
back the profit.
13. CORPORATE GOVERNANCE
The Company has in place a comprehensive system of Corporate
Governance. A separate report on Corporate Governance forms part of the
Annual Report of the Company. A certificate from the Auditors of the
Company regarding compliance of the conditions of Corporate Governance
as stipulated under Clause 49 of the Agreement is annexed to the report
on Corporate Governance.
14. AUDITORS
M/s S.S. Kothari Mehta & Co, Chartered Accountants, New Delhi, Auditors
of the Company, retires at the conclusion of the forthcoming Annual
General Meeting and being eligible, offer themselves for reappointment.
15. AUDITORS' REPORT
The Auditors' Report on the Accounts of the Company for the year under
review is self-explanatory and requires no comments.
16. COST AUDITORS
The Board of Directors re-appointed M/s Ramanath Iyer & Co., Cost
Accountants, New Delhi as Cost Auditors of the Company under Section
233-B of the Companies Act, 1956 subject to the approval of the Central
Government for the year 2011-2012. The Cost Auditors' Report for the
year 2009-10 was filed with the Central Government within a prescribed
time period and will be forwarded to the Central Government for the
subsequent year as required under law.
17. STATEMENT OF PARTICULARS OF EMPLOYEES
A Statement of Particulars of Employees pursuant to the provisions of
Section 217(2A) of the Companies Act, 1956 is enclosed and forms part
of this report.
18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Energy Conservation continues to be an area of major emphasis in your
Company. Efforts are made to optimise energy costs while carrying out
the manufacturing operations. Particulars with respect to conservation
of energy and other areas as per Section 217(1)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988, are annexed hereto and forms
part of this report.
19. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section - 217 (2AA) of the Companies Act, 1956, the
Directors confirm that:
i. In the preparation of the annual accounts, the applicable accounting
standards have been followed;
ii. Appropriate accounting policies have been selected and applied
consistently, and have made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2011 and of the profit of the Company
for the year ended on 31st March, 2011;
iii. Proper and sufficient care has been taken 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. The annual accounts have been prepared on a going concern basis.
20. ACKNOWLEDGEMENT
Your Directors are pleased to place on record their sincere gratitude
to the Government, Financial Institutions, Bankers and Business
Constituents for their continued and valuable co-operation and support
to the Company. They also take this opportunity to record their
appreciation of the valuable contribution made by the employees in the
successful operations of the Company during the year.
For and on behalf of the Board
Sd/-
Place : Ludhiana (Ashok Oswal)
Dated: 14th May, 2011 Chairman & Managing Director
Mar 31, 2010
The Directors of your Company have great pleasure in presenting their
30th Annual Report on the affairs of the Company together with the
Audited Accounts of the Company for the year ended 31st March, 2010.
1. FINANCIAL RESULTS:
The Financial Results for the year are as under: - (Rs. in lac)
PARTICULARS 2009-10 2008-09
Turnover 52769.35 42830.78
Profit before Depreciation, Interest, 6686.20 2616.01
Tax & Exceptional Items
Interest & Financial Charges 3351.05 3176.07
Profit before Depreciation, 3335.15 (560.06)
Tax & Exceptional Items Depreciation 2830.50 2842.13
Profit before Tax & Exceptional Items 504.65 (3402.19)
Exceptional Items 3574.14 (2647.76)
Profit before Tax & after (3069.49) (754.43)
Exceptional Items Provision for Tax
- Current 102.00 19.70
- Deferred (932.61) 18.63
- Fringe Benefit Tax à 16.65
Profit after Tax and Exceptional Items (2238.82) (772.15)
Appropriations:
Surplus carried to the Balance Sheet (2406.41) (167.59)
Earnings per Share
- Basic (in Rs) (20.31) (7.27)
- Diluted (in Rs) (20.31) (7.27)
2. BUSINESS PERFORMANCE:
Your Directors are pleased to report performance of the business
operations as follows:
SALES REVENUE:
During the year under review, the turnover of the Company is
Rs.52769.35 lac as against Rs.42830.78 lac in 2008-09 registering an
increase of 23.20%. The FOB value of exports has increased to
Rs.15070.89 lac from 10269.95 lac showing a growth of 46.75%.
PROFITABILITY:
The Profit before depreciation, interest, exceptional items & tax is
Rs. 6686.20 lac as compared to Rs. 2616.01 lac in the previous year.
After providing for depreciation of Rs. 2830.50 lac (Previous Year Rs.
2842.13 lac), Exceptional Item of Rs. 3574.14 lac (Previous Year Rs.
(2647.76) lac) and provision for taxation of Rs. (830.67) lac (Previous
Year Rs (17.72) lac), there is a net profit of Rs. (2238.82) lac as
compared to Rs. (772.15) lac in the previous year.
3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
(a) INDUSTRY STRUCTURE, DEVELOPMENT & FUTURE OUTLOOK
The Fiscal Year 2009-10 was a challenging year for the Indian Economy.
In the first quarter, the economy came out of the Global downturn of
FY09. Further, the GDP growth rate rose from 6.1 percent in first
quarter of 2009-10 to 7.2 percent in the second quarter which itself
showed the signs of recovery of the Indian Economy. Further in the
Financial year under review, the Indian Textile Industry was struggling
with low recovery in demand of clothing in the international market.
The demand contraction and low consumer spending in the USA, the EC and
Japan has decisively impacted the demand for imported textiles and
clothing. Thus, during the first nine months of 2009-10, cotton yarn
exports aggregated 309 million kgs valued at US $ 844 million which are
13% lower than the corresponding period of 2008-09.
The allocation of Rs. 2400 crore for Technology Up-gradation Funds
Scheme (TUFS) in the Union Budget 2010-11 as against Rs. 3140 crore in
the Fiscal Year 2009-10 would not suffice to clear the backlog of the
TUFS disbursements. Further, the extension of interest subvention of 2%
available for export credit upto 31st March, 2011 is only for few
sectors and not to textile industry as a whole.
Conventional textiles profit margin is shrinking due to the rising raw
material, labour, power and operating costs. The Indian Textile
Industry should improve efficiencies to sustain profitabilities and
also look for more value added products that give better profit margins
with less operational costs. Amongst various options, opportunity for
diversification lies in Technical Textiles as demand for them is
increasing in India. It is projected that the technical textiles growth
in India will be around 15 percent.
(b) INTERNAL CONTROL SYSTEMS & ADEQUACY:
The Company has adequate system of internal control. There is system of
continuous Internal Audit which aims at ensuring effectiveness and
efficiency of systems and operations. The internal audit is conducted
by independent internal Audit Dept. and the report is reviewed by the
Audit Committee of the Board consisting of independent Directors.
Further, the Company has also taken steps to develop a mechanism to
assess and minimize the risks by having a Risk Management Committee.
(c) HUMAN RESOURCE MANAGEMENT :
We at Oswal Group, give utmost importance to Human Resource. We
consider "Human Resource as Human Capital". We believe in development
of Human Resource. Human Resource department is flexible & believes in
customization. Career Planning & Growth is on the top of our agenda,
hence we customize career paths and retention plans according to the
unique needs of the organization & individuals. We strongly believe on
Performance Management System & always explore and tap high potential
at Group level to meet the new challenges & competition. Our main tool
is Training & Development of talent at various levels.
(d) MANAGEMENT PERCEPTION OF RISKS & CONCERNS :
The Cotton production in India during the year 2009-10 showed a
marginal increase in the production of 292 lac
bales from 290 lac bales of 2008-09. However, the consumption of cotton
is likely to rise by 8.3% in future in view of the expected increase in
demand of textiles and clothing in the international market and India
is expected to have larger share in the International Textile Industry.
Therefore, availability of the cotton would be an area of concern for
the textile mills in India. Hence, they will have to strategize cotton
purchase proactively.
Moreover, the Textile Industry, particularly the conventional textile
sector, requires vigorous efforts to adopt more aggressive marketing
strategies, new products development and exploring the new markets.
Apart from this, the industry needs to adopt energy efficient,
environmentally sustainable practices and ensure compliance with
international eco standards, if it has to compete and sustain itself in
the global market, as issues relating to climate change and carbon
emissions gather the growing attention of the consumers.
(e) FINANCIAL ANALYSIS:
RESOURCE UTILISATION:
a) Fixed Assets:
The gross fixed assets as at 31st March, 2010 were Rs. 43743.98 lac as
against Rs. 44283.41 lac in the previous year. The Capital
work-in-progress as on 31st March, 2010 was Rs. 669.92 lac.
b) Working Capital:
The net current assets as on 31st March, 2010 were Rs. 14279.21 lac as
compared to Rs. 23617.10 lac in the previous year. Inventory level was
Rs.7940.17 lac as against Rs. 8184.89 lac in the previous year. Debtors
outstanding for more than six months were Rs. 854.05 lac as compared to
Rs. 886.92 lac in the previous year.
FINANCIAL CONDITION & LIQUIDITY:
LIQUIDITY & CAPITAL RESOURCES
(Rs. in lac)
2009-10 2008-09
Cash & cash equivalents:
Beginning of the Year 163.83 1,971.12
End of the Year 1,147.40 163.83
Net cash provided (used) by:
Operating Activities 12,795.64 2,840.78
Investing Activities (3,054.23)(3,080.26)
Financial Activities (8,757.85)(1,567.81)
4 PREFERENTIAL ISSUE:
During the year under review, your Company has issued 25,00,000 Nos
Convertible Warrants to the Financial Investors and 6,60,000 Nos
Convertible Warrants to a Financial Investor belonging to the Promoter
Group on preferential basis pursuant to SEBKIssue of Capital &
Disclosure Requirements) Regulations, 2009. Out of 25,00,000
Convertible Warrants, 20,03,000 Warrants have been converted into
Equity Shares of Rs. 10/- each at a premium of Rs. 29.53 per Share.
The proceeds from these preferential issues have been used for the
purpose of meeting the long term working capital requirements of the
Company.
5. COMPANY PETITION:
A petition has been filed by M/s Maschinen Umwelttechnik
Transportanlagen Gesellschaft mbH, Austria (a shareholder in Oswal F.M.
Hammerle Textiles Ltd.) against the Company u/s 397, 398 402 & 403 of
the Companies Act, 1956 in the Honble Company Law Board (CLB),
Principal Bench, New Delhi. The said petition is pending for the
mentioning in the Honble CLB.
6 DIRECTORS:
Mr. Ajay Chaudhry, Director of the Company, is retiring by rotation at
the ensuing Annual General Meeting and being eligible, offers himself
for re-appointment. Further, the Board of Directors has appointed Mr.
Adish Oswal as Director (Group Corporate Affairs & Business
Development) of the Company during the year 2009- 10.
7. SUBSIDIARY COMPANIES:
The Company is having three Subsidiaries namely Oswal F.M. Hammerle
Textiles Ltd., F.M. Hammerle Verwaltungs GmbH, Austria and Oswal Retail
(P) Ltd. As per Section 212 of the Companies Act, 1956, a statement
showing the interest of the holding Company in these Subsidiaries is
annexed with this Annual Report.
8. LISTING OF SECURITIES:
The securities of the Company are listed on National Stock Exchange of
India Ltd. and Bombay Stock Exchange Ltd. Further, Foreign Currency
Convertible Bonds (FCCBs) of the Company are listed at Singapore
Exchange Securities Trading Ltd.
9. REGISTRAR AND SHARE TRANSFER AGENT:
M/s Alankit Assignments Limited, 2E/21, Alankit House, Jhandewalan
Extension, New Delhi-110 055 is the Registrar and Share Transfer Agent
of the Company.
10. DIVIDEND:
In view of the current financial results, the Board of Directors of
your Company has not recommended any dividend for the year 2009-10.
11. CORPORATE GOVERNANCE:
The Company has in place a comprehensive system of Corporate
Governance. A separate report on Corporate Governance forms part of the
Annual Report of the Company. The Company has implemented the amended
Clause 49 of the Listing Agreement. A certificate from the Auditors of
the Company regarding compliance of the conditions of Corporate
Governance as stipulated under Clause 49 of the Agreement is annexed to
the report on Corporate Governance.
12. AUDITORS:
M/s S.S. Kothari Mehta & Co, Chartered Accountants, New Delhi, Auditors
of the Company, retire at the conclusion of the forthcoming Annual
General Meeting and being eligible, offer themselves for
re-appointment.
13. AUDITORS REPORT:
The Auditors Report on the Accounts of the Company for the year under
review is self-explanatory and requires no comments.
14. COST AUDITORS:
The Board of Directors have re-appointed M/s Ramanath Iyer & Co., Cost
Accountants, New Delhi as Cost Auditors of the Company under Section
233-B of the Companies Act, 1956 subject to the approval of the Central
Government for the year 2010- 2011. The Cost Auditors Report will be
forwarded to the Central Government as required under law.
15. STATEMENT OF PARTICULARS OF EMPLOYEES:
A Statement of Particulars of employees pursuant to the provisions of
Section 217(2A) of the Companies Act, 1956 is enclosed and forms part
of this report.
16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Energy Conservation continues to be an area of major emphasis in your
Company. Efforts are made to optimize the energy cost while carrying
out the manufacturing operations. Particulars with respect to
conservation of energy and other areas as per Section 21 7(1 )(e) of
the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors ) Rules, 1988, are
annexed hereto and form part of this report.
17. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section - 217 (2AA) of the Companies Act, 1956, the
Directors confirm that:
i. in the preparation of the annual accounts, the applicable
accounting standards have been followed;
ii. appropriate accounting policies have been selected and
applied consistently, and have made judgments and estimates
that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at 31st March,
2010 and of the profit of the Company for the year ended on
31st March, 2010;
iii. proper and sufficient care has been taken 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. the annual accounts have been prepared on a-going concern
basis.
18. ACKNOWLEDGEMENT:
Your Directors are pleased to place on record their sincere gratitude
to the Government, Financial Institutions, Bankers and Business
Constituents for their continued and valuable co-operation and
support to the Company. They also take this opportunity to record
their appreciation of the valuable contribution made by the
employees in the successful operations of the Company during
the year.
FOR AND ON BEHALF OF THE BOARD
(ASHOK OSWAL)
Place : Ludhiana CHAIRMAN &
Dated : 8th May, 2010 MANAGING DIRECTOR
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