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.
The table given below gives the financial highlights of the Company for
the year ended 31st March, 2015 as compared to the previous financial
Financial Results 2014-15 2013-14
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
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
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
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
6. They have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems were adequate and
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.
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
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
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
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
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.
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.
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
of production facility,
proper maintenance of
(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
(d) Total energy consumption in units Total Energy Consumption of
(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
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
foreign currency Rs. 25,590,971
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
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
2. Benefits derived as a result of the above efforts, e.g., product
improvement, cost reduction, product development, import
3. In case of imported technology (imported during the last five years
reckoned from the beginning of the financial year),
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.
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
30th May, 2015