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Donear Industries Ltd.

BSE: 512519 | NSE: DONEAR |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE668D01028 | SECTOR: Textiles - Weaving

BSE Live

Jul 30, 15:47
62.20 -0.75 (-1.19%)
Volume
AVERAGE VOLUME
5-Day
75,542
10-Day
69,833
30-Day
65,905
30,899
  • Prev. Close

    62.95

  • Open Price

    62.50

  • Bid Price (Qty.)

    60.00 (100)

  • Offer Price (Qty.)

    62.20 (200)

NSE Live

Jul 30, 15:59
62.25 -0.50 (-0.80%)
Volume
AVERAGE VOLUME
5-Day
603,049
10-Day
480,019
30-Day
419,049
94,699
  • Prev. Close

    62.75

  • Open Price

    62.75

  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

    62.25 (8)

Annual Report

For Year :
2018 2016 2015 2014 2013 2012 2011 2010 2009

Director’s Report

Dear Members, The Directors have pleasure in presenting the 29thAnnual Report on the business and operations of the Company for the Financial Year ended 31st March, 2015. Financial Highlights The table given below gives the financial highlights of the Company for the year ended 31st March, 2015 as compared to the previous financial year. Financial Results 2014-15 2013-14 (Rupees) (Rupees) Gross Revenue 5,210,648,854 4,780,502,610 Net Profit for the Year 77,348,503 37,260,190 Add: Balance Brought Forward 201,127,878 176,035,169 Less: Proposed Final Dividend 10,400,000 10,400,000 Less: Dividend Distribution Tax 2,117,191 1,767,480 Amount Transferred to General Reserve Nil Nil Balance Carried forward 265,959,190 201,127,878 Dividend: The Directors have recommended a dividend @ Rs. 0.20 per equity share of Rs. 2/- each for the approval of Shareholders at the ensuing Annual General Meeting. Corporate Governance Report: A detailed report on Corporate Governance Report forms part of this Report. Auditors Certificate on compliance with Corporate Governance requirements by the Company is attached also forms part of this report. Directors'' Responsibility Statement: In terms of section 134 (3) (c) of the Companies Act, 2013 your Directors state that: 1. In preparation of annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any; 2. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and profit for the year ended on that date; 3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4. They have prepared the annual accounts ongoing concern basis; 5. They have laid down proper internal financial controls to be followed by the Company and they were adequate and operating effectively and 6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively. Deposits: During the financial year under report the Company has not accepted deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Particulars of Loans, Guarantees and 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. Directors: Mr. Ajay Agarwal retires by rotation at the ensuing Annual General Meeting in terms of Section 152 of the Companies Act, 2013. The Act provided that Independent Directors are not subject to retirement by rotation. The Board of Directors have appointed Mrs. Neena Agarwal (DIN 00454717) as Director on 30th March, 2015 and Mrs. Medha Pattanayak (DIN 07157952) as an Independent Director on 5th May, 2015. Familiarization Programme for Directors: At the time of appointment a Director, a formal letter of appointment is given to him/her. The Director is also explained in detail the role, function, duties and responsibilities expected from him/her and also compliance required from him/her under the Companies Act, 2013 and Listing Agreement with stock exchanges. Further the Chairman or Managing Director also will have one to one discussion with the newly appointed Director to familiarize with the Company''s operation. Performance of Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 committees. A structured questionnaire is prepared after taking into consideration inputs received from the directors covering various aspects of the Board''s functioning. The evaluation was done on various parameters like vision and strategy, Board participation disclosure of interest, review of risk management policies, leadership skills, good governance, marketing and corporate communications etc. Risk Management: The Company has adopted a Risk Management Policy for the Company including identification therein the elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. After identifying the risk and assessing the level of impact, controls are put in place to mitigate the risk by the concerned executives who are responsible to control the exposure of the risk and balance the impact of risk on a continuous basis. Independent Directors Meeting: During the year under review a meeting of Independent Directors was held on 6th March, 2015. Related Party Transactions: All related party transactions that were entered into during the year under review were on arm''s length basis and in the ordinary course business. The Audit Committee has approved the related party transactions and subsequently the same were approved by the Board of directors'' Auditors: M/s. M.L.Bhuwania & Co. are appointed as Statutory Auditors to hold office from the conclusion of 28th Annual General Meeting to the conclusion of 31st Annual General Meeting (Subject to ratification of the appointment by the members at every Annual General Meeting). A proposal for ratification of the appointment of Statutory Auditors for the financial year 2015-16 is placed before the members at the ensuing Annual General Meeting. The Auditors have given their eligibility certificate in terms of Section 139 of the Companies Act, 2013. Whistle Blower Policy: Company has a Whistle Blower Policy to report genuine concerns or grievances. The same is explained in the Corporate Governance Report. No person has been denied access to Audit Committee. Corporate Social Responsibility: As a part of its initiative under the ''Corporate Social Responsibility'' (CSR) drive, the Company has undertaken project in the area of rural development, Promoting health care, education etc.. These projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company''s CSR Policy. The report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure A- forming part of this report. Cost Auditors: The Board of Directors at its meeting held on 30th May, 2015, on the recommendation of the Audit Committee, appointed Y. R. Doshi & Co., (Firm Registration No. 000003) Cost Accountants, Mumbai, as Cost Auditors for undertaking Cost Audit of the Cost Records maintained by the Company for the Financial Year 2015-2016 at a remuneration of Rs. 1 lacs (Rupees One Lacs Only) plus service tax as may be applicable and out of pocket expenses at actual. The said Auditors have given their eligibility certificate for appointment as Cost Auditors. The remuneration payable to the said Cost Auditors needs to be ratified by the Shareholders at the ensuing Annual General Meeting. Secretarial Audit: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made there under the Company has appointed Mr. Yogesh Sharma, a Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as part of this Report. A. Conservation of Energy: (a) Energy conservation measures taken Regular monitoring of consumption, optimization of production facility, proper maintenance of machines (b) Additional investments and proposals Nil if any, being implemented for reduction of consumption of energy (c) Impact of the measures at (a) and (b) Improvement in quality and above for reduction of energy efficiency in production. consumption and consequent impact on the cost of production of goods. (d) Total energy consumption in units Total Energy Consumption of 29,248,282 Units. (e) Consumption per unit of production 0.67 per unit of Fabric as per Form A of the Annexure Production in respect of industries specified 1.32 per unit of Yarn Dyeing in the Schedule thereto. Production 0.15 per unit of Fabric Processing B. Technology absorption: (a) Efforts made in technology absorption as per Form B of the Annexure At present not required. C. Foreign exchange earnings and outgoing: (a) Activities relating to exports, The Company is regularly initiatives taken to increaseexports, developing new designer development of new export markets for suiting and shirting fabrics production and services and export plans. as per latest trends in initiative in exporting cotton fabrics markets to export all over the world especially to the new markets. The Company has also taken (b) Total foreign exchange used and earned Used : C.I.F. value of Rs. 18,423,179 imports Expenses in foreign currency Rs. 25,590,971 Earned : FOB Rs. 504,367,841 FORM - B A) Research and Development (R & D) 1. Specific areas in which R & D carried None out by the Company 2. Benefits derived as a result of the Not Applicable above R & D 3. Future plan of action To install additional capacity at surat plant. 4. Expenditure on R & D Not Applicable a. Capital b. Recurring c. Total d. Total R & D expenditure as a percentage of total turnovers. B) Technology absorption, adaptation and innovation 1. Efforts, in brief made towards technology absorption, adaptation and innovation None 2. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc., Not Applicable 3. In case of imported technology (imported during the last five years reckoned from the beginning of the financial year), Not Applicable a) Technology imported b) Year of import c) Has technology been fully absorbed ? d) If not fully absorbed, areas where this has not taken place, reasons therefore and future plans of action. Particulars of Employees and related disclosure: Particulars of Employees and related disclosure: There are no employees drawing a monthly or yearly remuneration in excess of the limits specified by the Companies Act 2013 and Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Acknowledgement: Your Directors acknowledge the support and counsel extended by the bankers, government agencies, shareholders, investors, employees and others associated with the Company. The Directors look forward the same in future also. For and on behalf of Board of Directors Mr. Vishwanath L. Agarwal Chairman Mumbai 30th May, 2015

Director’s Report