| Dear members,
The Directors are pleased to present the 35th Annual Report on the
business and operations of the Company along with audited statements
of accounts for the year ended 31s1 March, 2015.
FINANCIAL RESULTS
(Amount in Rs.)
Particulars 2014-15 2013-14
Income from Operations 8879220.00 9244196.16
Other Income 12638867.00 8846524.87
Profit/ (Loss) before interest &
depreciation 5923454.01 3483498.77
Less Interest 6074.71 1628.97
Gross Profit/ (Loss) 5917379.30 3481869.80
Depreciation 1720022.00 934133.00
Net Profit/ (Loss) Before Tax 4197357.30 2547736.80
Provision For Taxation (including
deferred tax) 1013410.00 391240.00
Net Profit/ (Loss) after Tax 3183947.30 2156496.80
CORPORATE REVIEW
During the year under consideration the income from operations of the
company is Rs. 88,79,220.00/- against Rs. 92,44,196.16/- in the last
Financial Year. Other Income of the company is Rs. 1,26,38,867.00/- in
comparison to Rs. 88,46,524.87/- in previous year.
As reported earlier that the company has been declared as Sick by the
BIFR. The management of the company has submitted its Detailed
Rehabilitation Scheme (DRS) to the BIFR through the operating agency
appointed by the BIFR after incorporating the changes suggested by
different agencies. The BIFR has recorded its opinion against the
scheme and company has filed an appeal with AAIFR in this regard.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2015 was Rs. 681.44
Lacs. During the year under review, the Company has neither issued any
shares nor granted stock options and nor sweat equity.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
RESERVES & SURPLUS
Profit for the period of Rs. 31.84 lac has been transferred to reserve
and surplus.
DIVIDEND
Due to absence of adequate profits, your Directors are unable to
recommend any dividend for the year under review. DEPOSITS
During the year under review the company has not accepted any deposits
within the meaning of section 73 of the Companies Act, 2013 and the
rules made there under.
NUMBER OF MEETINGS HELD
The details of Board and Committee Meetings are given in the Corporate
Governance Report.
DIRECTORS
Sh. Rajneesh Oswal, Managing Director of the Company, is liable to
retire by rotation at the forthcoming Annual General Meeting under
clause 86(1) of Article of Association of the Company and being
eligible, offer himself for reappointment.
Dr. [Mrs.] Shalini Gupta has been appointed as an Additional Director
(Independent) with effect from 26lh March 2015 and she shall hold
office till the date of forthcoming Annual General Meeting wherein she
is proposed to be appointed as an Independent director not liable for
retirement by rotation.
All Independent Directors have given declarations that they meet the
criteria of Independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
BOARD EVALUATION
Pursuant to provisions of the Companies Act, 2013 and Clause 49 of the
listing agreement, the Board has carried out an annual performance
evaluation of its own performance and the performance of the
individual Directors as well as the evaluation of the working of its
committees. The manner in which the evaluation was carried out has
been explained in the Corporate Governance.
KEY MANAGERIAL PERSONNEL
Sh. Rajesh Kumar was appointed as Chief Financial Officer of the
Company w.e.f. 26th May, 2014.
The following employees were designated as Whole-time Key Managerial
Personnel by the Board of Directors during the year under review:
* Sh. Rajneesh Oswal, Managing Director
* Sh. Rajesh Kumar, Chief Financial Officer
* Sh. Preet Kanwar Singh, Company Secretary REMUNERATION POLICY
The Board has, on the recommendation of the Nomination and
Remuneration Committee, framed a policy for selection and appointment
of Directors, Key Managerial Personnel, Senior Management and their
Remuneration. The said policy has been uploaded on the website of the
Company. The Key provisions of Nomination and Remuneration policy are
appended as an Annexure I to the Board's report.
AUDIT COMMITTEE
The company has duly constituted Audit Committee, the scope of which
is quite comprehensive and is in conformity with the provisions of the
Companies Act, 2013 and revised Clause 49 of the listing Agreement.
The composition of the Audit Committee is given in Corporate
Governance Report.
All the recommendations of the Audit Committee were accepted by the
Board.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has adopted the Whistleblower Policy/Vigil mechanism for
directors and employees to report concerns about unethical behavior,
actual or suspected fraud, or violation of the Company's Code of
Conduct and Ethics. Such mechanism/policy is also uploaded on the
website of the Company.
STATUTORY AUDITORS
At the Annual General Meeting held on 13lh August, 2014 M/s Dass
Khanna & Company, Chartered Accountants, Ludhiana were appointed as
statutory auditors of the Company to hold office till the conclusion
of the 37th Annual General Meeting. In terms of the first proviso to
Section 139 of the Companies Act, 2013, the appointment of the
auditors shall be placed for ratification at every Annual General
Meeting. Accordingly, the appointment of M/s Dass Khanna & Company,
Ludhiana, as statutory auditors of the Company, is placed for
ratification by the shareholders. In this regard, the Company has
received a certificate from the auditors to the effect that their
appointment is in accordance with the provisions of Section 141 of the
Companies Act, 2013.
The auditors' report on the accounts of the Company for the year under
review requires no comments.
COST AUDIT
Cost audit for the financial year 2014-15 is not applicable to the
Company as per Notification issued by the Ministry of Corporate
Affairs, hence no cost auditor was appointed for cost audit purposes.
SECRETARIAL AUDIT
M/s P. S. Bathla & Associates, Practising Company Secretaries,
Ludhiana, were appointed to conduct the secretarial audit of the
Company for the financial year 2014-15, as required under Section 204
of the Companies Act, 2013 and Rules made there under. The secretarial
audit report for FY 2014-15 is appended as an Annexure II to the
Board's report.
The Secretarial auditors' report for the year under review requires no
comments.
The Board has appointed M/s P. S. Bathla & Associates, Practising
Company Secretaries, Ludhiana as secretarial auditor of the Company
for the financial year 2015-16.
RELATED PARTY TRANSACTIONS
No Related Party transactions was entered during the financial year.
There were no material contract or arrangement or transactions with
Related Party during the year. Thus, disclosure in form AOC-2 is not
required.
The Board of Directors of the Company has, on the recommendation of
the Audit Committee, adopted a policy to regulate transactions between
the Company and its Related Parties, in compliance with the applicable
provisions of the Companies Act, 2013, the rules there under and the
Listing Agreement. This Policy was considered and approved by the
Board has been uploaded on the website of the Company at
http://www.adinathtextiles.com/ pdf/Related Party Transaction
Policy.pdf
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is appended as an Annexure III and forms an integral part
of this report.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3) (a) of the Companies Act, 2013, an
extract of the annual return in the prescribed format is appended as
an Annexure IV to the Board's report.
INDUSTRIAL RELATIONS
The Company maintained healthy, cordial and harmonious industrial
relations at all levels.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
The Company has been addressing various risks through well defined
risk management policy/procedures, which are in the opinion of the
Board may threaten the existence of the Company.
INTERNAL FINANCIAL CONTROL SYSTEMS
The Company has laid down adequate internal financial controls with
reference to financial statements. During the year such controls were
tested and no material weakness in their operating effectiveness was
observed.
ASSOCIATES AND SUBSIDIARIES
The Company has no Associates & Subsidiaries as on March 31,2015.
CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement with the Stock Exchange, a
separate Report on Corporate Governance practices followed by the
Company together with a Certificate from the Practicing Company
Secretary confirming compliance forms part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014 the particulars
relating to conservation of energy, technology, absorption and foreign
exchange earning and outgo is appended as an Annexure V to the
Board's Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE
There were no significant and material orders passed by the Regulators
or Courts or Tribunals impacting the going concern status and
Company's operations. except that the BIFR has recorded its opinion
against the DRS (Detailed Rehabilitation Scheme) and Company has filed
an appeal with AAIFR in this regard.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013, your Directors confirm that:
(a) in the preparation of the annual accounts for the year ended 31s1
March, 2015, the applicable accounting standards have been followed
and there has been no material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit and
loss account of the company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis; and.
(e) the directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
(f) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and these were adequate and
operating effectively.
ACKNOWLEDGMENTS
Your Directors wish to place on record their appreciation for the
dedicated work and co-operation extended by all the employees. Your
Directors also wish to record their gratitude to the shareholders,
Customers and Suppliers for their valuable support.
For and on Behalf of the Board
For Adinath Textiles Limited
Sd/-
Place : Ludhiana Rajneesh Oswal
Date : 28th May, 2015 (Managing Director)
(DIN :00002668) |