| The Directors have pleasure in presenting their 2lat Annual Report on
the business and operations of the Company and (lie Accounts for the
Financial Year ended March 31,2015,
FINANCIAL SUMMARY
financial Results 2014-15 2013-14
Turnover 4419.10 3955,93
Operating Profit before interest,
depreciation & tax 421.25 381.73
Less; Interest 173.80 164.94
Profit Before Depreciation & Tax 247.45 216.79
Less: Depreciation 215.01 165.83
Profit Before tax 32.43 50.96
Less 'Income Tax (Current) 38.41 10.40
Profit after tax (5.98) 40.56
LESS: MAT Credit Entitlement - 16.71
ADD; [Deferred Tax (Current) 18.18 18.80
Profit after provision for deterred tax 12.20 12.65
Add: Balance brought toward 515.95 473.29
Balance carried to Balance Sheet 528.15 515,95
FINANCIAL HIGHLIGHTS AND OPERATION
The Key highlights pertaining to the business of die company fur the
year 201-1-15 and period subsequent there 10 have been given hereunder
- In view of the fabric financial year company turnover has
been remarkable increase by 11% but profit was decrease by71%. Due 10
die effect of Depreciation as per Companies Act-2013 otherwise company
leas been performed very well in this year and Board of directors are
hopeful that they will increase the turn over as well as profit even in
this reconfirm and stiff competition in the processing sector. The
directors are fully hopeful to achieve better results it future years.
- Company has take the expansion time year by adding an imported
machine Comfit Finish Range machine for better finishing Board of
Director has taken a very big step by adding 100% cotton laic
processing in company for this they added Fully Automatic Yamuna
Hydraulic Jigger Machine in this regard.
DIVIDEND
With a view to provide ft cushion for any financial contingencies in
the future and to strengthen the tin a no in I position of die Company,
your Directors have decided not to recommend any dividend for die
period under review.
POLLUTION CONTROL.
Your directors have pleasure 10 report that they going to install Once
stages R.O. System of 1500 KLD which is way important for pollution
control measures. And at pertain in water crisis problem it is very
helpful and necessary for us. Our new ETP and to be installed R.O.
System is a complete solution of water pollution.
DISCLOSURE OF PARTICULARS
Information under Section 217(2 A) of the Companies Act, 1956 read widi
the Companies Particulars of Employees) Rules, 1975 and Information as
per Companies (Disclosure unparticular in the Report of Board of
Directors) Rules, 10KH relation to conservation of energy, technology
absorption, foreign exchange earnings nutria into are given in Annexure
forming part of this report.
LISTING OF SHARES
The Shares of the Company are Used in it following Stock Exchanges: -
Jaipur Stock Exchange Ltd., Jaipur.
Delhi Stock exchange Association Ltd, New Delhi.
Listing fee has already been paid or both the Stock exchange for the
year 2014-2015 in time.
DIRECTORS
In accordance with the Companies Act, 2013 Shri Sonrabh Chhabra,
director of the company will retire at the forthcoming Annual General
Meeting but being eligible offers themselves for reappointment.
PUBLIC DEPOSIT
The Company has not accepted any fixed deposit from the public within
(be meaning of Section 73 &76 of the Companies Act, 2013.
APPOINTMENT OF SHARE TRANSFER AGENT
Company has been appointed SEBI Refit stored Bcctal Financial &.
Computer Services (P) Ltd. New Delhi, as Transfer agent for transfer of
shares
DEMAT OF SHARES
Company has been made fin arrangement with NSDL and CDSL to convert
physical shares into Demat form So member can convert his/her Shares in
to demat form.
RESERVES
Your Directors propose to entry Rs 12.20 Lac /- being the profit tot
the current year to the Balance Sheet during the financial year ended
March 31,2915,
CAPITAL STRUCTURE
- There is no change in the authorised and paid up share capital of the
company during the year.
The Authorise Shore Capital of the Company is Rs 10, 00. ()O0. 00/-
(Rupees Ten crore only) divided into 1 Crore) equity shares of Rs. 10/-
each.
The Paid up share capital of the Company is Rs. 5, 03,17,500 only)
divided into 50, 31,750) equity shares of Rs 10/- each.
INDUSTRY SCENARIO AND STATE OF COMPANY AFFAIRS
Your company is Public Limited companies engaged, inter-alia, in the
area of Man made Fabric headquartered at Bhilwara(Raj), Indian and not
have any subsidiary company.
CHANGE IN THE NATURE OF BUSINESS
There is no change in die nature of die business of die Company during
the year.
MATERIAL CHANGES AND CIMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THK COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE
DIRECTORE REPORT
No material changes and commitment affecting the financial position
of the company have occurred between the end of the financial year of
the company to which the financial statements relate and the date of
this report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPUTING THE GOING CONCERN STATES AND COMPANY'S
OPERATION IN FUTURE
No significant and material orders were passed by the regulators or
courts or tribunals which affect the going concern status and future
operation of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
1, Executive Directors and KIMPs
(i) At the Annual General Meeting (AGM) of the Company held on
September 30'n 20 H, the Members had re-appointed Mr. Tilok Chand
Chhabra (DIN 00167401) Director
(ii) Mr. Sourabh Chhabra (DIM: 00488493) director is liable to retire
by notation And being eligible oiler herself for re-appointment as
director of the Company.
2. Independent Directors:
(i) Mr. Sandeep hinder (DIN: 06885495), Mr. Praveen Kumar Korhari (DIN:
06885503) and Smt. Divya Ramesh chand chhabra (DIN. 06885490} were
appointed as the Independent Directors under The Companies Act 2013 for
a term of 5 years with effect from 30th May 2014.
(ii) 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.
3. Other Key Managerial Persons:
The Board of Directors has appointed Mr. Dinesh Porwai as a CFO and Mr.
Ashish Kumar Bagrecha as a CS (ACS 34182) as required under section 203
of the Companies Act, 2013 on the recommendation of the Nomination &
Remuneration Committee and designated them as the Key Managerial
Personnel.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company met 7 times during the year on
30th May, 2014, 5th August, 2014, 25th September, 2014, 12th November,
2007 I5th December, 2014, 13th February 2015. and 21st Mirth, 2015.in
respect of which proper notices were given and the proceedings were
properly recorded, signed and maintained in the Minutes book kept by
the Company tor the purpose The intervening gap between the Meetings
was within the period prescribed under the Companies Act, 2013.
Board independence;
Our definition of independence' of Directors is derived from Clause 40
of the listing Agreement with Stock exchanges and Section 149(6) of me
Companies Act, 2013. Based on the confirmation/disclosures received
from the Directors and on evaluation of the relationships disclosed,
the following Non-executive Directors are Independent in terms of
Clause 49 of the Listing Agreement and Section 149(6) of the Companies
Act, 2013
(i) Mr. Sandeep hinger (DIN 06885495)
{®) Mr. Paveen kumar Kothari (DIN: 06885503)
(in) Smt. Divya Rameshchand chhabra (DIN: 06885490)
Annual Evaluation by the Board:
The evaluation framework for assessing the performance of Directors
comprises of the following key areas;
i. Attendance of Board Meetings find Board Committee Meetings.
ii Quality of contribution to Board deliberations.
iii. Strategic perspectives or inputs regarding future growth of
Company and its performance.
iv. Providing perspectives and feedback going beyond inform an on
provided by the management.
v. Commitment to shareholder and other stakeholder interests
The evaluation involves Self-E valuation by the Board Member and
subsequently assessment by me Board of Directors. Member of the Board
not participated in the discussion of his/her evaluation.
DIRECTORS RFSPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134{5) of line Companies Act,
2&13, it is hereby continued:
Accounting Standards;-
While preparing the annual accounts of the company for the year ended
31st March 2015 the applicable accounting standards had been followed
along with proper explanations relating to material departures, if any.
Accounting Policies:-
The director fee selected such accounting policies and applied them
consistently and reasonable and prudent judgment and estimates were
mudc so as lo give a true and fair view of the stilt of affairs of die
company at the end of the financial year and of the profit of the
company for that period.
Preparation of accounts on a going concern rate;-
The Annual accounts have been prepared on a going concern basis.
Internal Financial Control:-
The directors had laid down internal financial controls to be followed
by the company and scarf internal financial control is adequate and
operating well
Compliance:-
The directors had devised proper system to ensure compliance with the
provision of all applicable Jaws and that such system is adequate and
operating effectively.
COMMITTEES OF THE BOARD:
During the year, in accordance with the Companies Act, 2013, the Board
has the following i (Three) Committees as follows:
(1) Audit Committee
(2) Nomination and Remuneration Committee
(3) Stakeholders' Relationship Committee
PARTICULARS OK CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES
Your Company has entered into transactions with the related parties,
which are in its ordinary course of business and are carried out un an
arm's length bam and hence the provisions of Section 188 are not
applicable.
OR
The particulars of every contract or arrangements entered into by the
Company with related parties referred in sub-section (1) of section
188 of the Companies Act. 2013 including certain arm's length
transactions under third proviso thereto shall be disclosed in Form No.
AOC-2. As Annexure Ml (hermit enclosed).
DISCLOSURE OF REMUNERATION OF F,MPU.V KKS COVEKKU UNDER RULE 512) OF
TIIE COMPANIES (APPOLNTMENT AND REMUM:KAT10M OV MANAGERIAL PERSONNEL
RULES, 2014:
- None of the employee of your company, who was employed throughout the
financial year, was in receipt of remuneration in adjusted of sixty
lakh rupees or more or if employed for the part of the financial year
was in receipt of remuneration or five lakh rupees or more per month.
NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES,
JOINT VENTURES OR ASSOCIATE COMPANIES
At the end of the financial year under review none of the company have
become or ceased to be subsidiaries, joint ventures or associate
companies, and the Company has no subsidiary
PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANIES
The Company has no subsidiary
AUDITORS
The Company in its 20th Annual General Meeting (ACM) held on 30th
September, 2014 appointed M/s O.P.DAD & Co. (firm Registration No
002330C), Chartered Accountants, as Statutory Auditors of the Company
will retire at the forthcoming Annual General Meeting and are eligible
for reappointment. 'n accordance with the Companies Act $313, it is
proposed to reappoint them from the conclusion of this Annual General
Meeting till the conclusion of the Twenty third Annual General
Meeting, subject to the approval of shareholders; however, their terms
of appointment and remuneration shall be ratified by the members of the
Company in the ensuing AGM.
AUDITORS' REPORT
There is no qualification, reservation at adverse remarks or disclaimer
made by the and inters in their report.
APPOIMMLNT OF COST AUDITOR
As per the direction given by the Internal Government, the Company has
based on an application made. received the Government's approval for
re-appointment of M/s V.K. Goyal & Co. a firm of Cost Accountants as
the Cost Auditor of the Company for the year ending 31st March, 2016.
EXTRACT OF ANNUAL RETURN:
The details forming part or the extract of the Annual Return in form
MGT-9 for the year ended 3 t* March, 2015 is annexed here with as
"Annexure I",
CORPORATE SOCIAL RESPONSIBILITY
As per the provisions of Section 135 of the Companies Act, 1956, read
with miles framed Inure wider, every - company including in holding or
subsidiary and a foreign company, which fulfills die editorial specified
in sub-section (I) of section 135 of the Act shall comply with the
provisions of Section 135 of the Ad and its rules.
Since die Company is nor fading under any criteria specified in
subsection (!) of section 135 of the Act, your Company is not required
to constitute a Corporate Social Responsibility ("CSR) Committee.
VIGIL MECHANISM
The Company has a vigil mechanism named vied mechanism/whistle blower
Policy to deal with instance of frand and mismanagement, if any. The
details of the Vigil Mechanism Policy are explained in the Corporate
Governance Report as Annexure IV.
RISK MANAGEMENT POLICY
Risk Management is the identification, assessment and taking
pro-active measures to face the impact of various risks. Risks may arise
from uncertainty in financial market, project failures, legal
liabilities, credit risk, accidents, natural causes and disasters etc.
The Company has adopted appropriate procedure and policies to safeguard
the company against business and other risk to mitigate its impact of
die extent possible. The Risk management plans & policies are
periodically monitored, reviewed and evaluated and updated from time to
time.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT. 2013
The particulars of Loans, guarantees or investments made under Section
186 are furnished hereunder:
Details of Loans:
SL Date of Details Amount Purpose for
No making of which the
loan Borrowe loan is to
r be utilized
by the
recipient
Nil Nil Nil Nil Nil
SL Time Date Date of Rate of Scrutinity
No period of BR SR (if Interest
for reqd)
which
It IS
given
Nil Nil Nil Nil Nil -
Detail* of Investments:-
SL Date of Details of Amount
No investm Invests*
ent
Nil Nil Nil Nil
SL Purpose for which the Date of BR Date of expect
No proceeds from SR (if ed rate
investment is proposed reqd) of
to be utilized by the return
recipient
Nil Nil Nil Nil Nil
Details of Guarantee/ Security Provided:
SL Date of Details Amount
No providing of
security/
guardian recipient.
Nil Nil Nil Nil
SL Purpose for Date of Date of Commission
No which the BR SR (if
security/
guarantee any)
e is
proposed to
be utilized
by the
recipient
Nil Nil Nil Nil Nil
INTERNAL CONTROL SYSTEMS
The Company's internal control systems sire adequate and commensurate
with die nature find size of the Company and it ensures:
- Timely mid accurate financial reporting in avoidance with applicable
accounting standards
- Optimum utilization, efficient monitoring, timely maintenance and
safety of its assets,
- Compliance with applicable laws, regulations and management policies.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Comply is pleased to report that during the year under reporting
die industrial relations were cordial.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information in accordance with the provisions of Section 134 read with
the Companies (Accounts) Rules, 2014 regarding conservation energy,
and Technology absorption does not apply to your Company.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE [PREVENTION.
PROHIBITION & REDRESSAL) ACT, 2013
There was no case filled during the year, under the sexual harassment of
women at workplace (Prevention, Prohibition & Redressal) Act, 2013.
further Company ensures that there is a healthy find safe atmosphere
for every women employee at the workplace and made the necessary
policies or safe and secure environment for women employee.
INDUSTRIAL RELATION
Industrial relation remained cordial and peaceful during the year.
Your Directors wish to plate 011 record the appreciation for the
devoted services rendered by the workers, staff and executive of the
companies at all levels which have very much contributed to the
efficient management of the Company's affairs and assistance
CORPORATE GOVERNANCE
Pursuant to clause 49 of the listing agreements with the stock
exchanges. Corporate Governance Report and Auditor's Certificate
regarding compliance of conditions of Corporate Governance are made a
part of the annual Report.
ACKNOWLEDGEMENT
Thy Directors would like to express their grateful appreciation for the
assistance and co-operation received from us turners, vendors,
stakeholders, Central and State government Authorities and other
business associates and bankers of die Company. Your Directors take
this opportunity to thank all the employees for rendering high quality
service to every constituent of the Company's customers. The employees
have worked tin principles of honesty, integrity, fair play and this
has helped to ensure a sustained excellence in performance Kindly
Directors would like to convey their gratitude to the members and look
forward to their continued support.
FOR AND ON BEHALF OF THE BOARD
PLACE: RHILWARA [P. C. CHHABRA] [T.C.Chhabra] A.K. BAGRECHA
DATED: 30,05.2015 Din No-01 556331 Din No-00167401 COMPANY SECRETARY
MANAGING DIRECTOR DIRECTOR |