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First Winner Industries Ltd.

BSE: 532996 | NSE: FIRSTWIN | Series: NA | ISIN: INE315J01015 | SECTOR: Textiles - General

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First Winner Industries is not traded on NSE in the last 30 days

Annual Report

For Year :
2015 2014 2013 2012 2011 2010 2009

Director’s Report

Dear Members, The Directors have pleasure in presenting their 13th Annual Report on the business and operations of the Company and the accounts for the financial year ended March 31, 2015. Financial Results Standalone Consolidated 2014-15 2013-14 2014-15 2013-14 Rupees Rupees Rupees Rupees Total Revenue 5458775 160066859 7722493 209389473 Profit before depreciation and tax -133869779 -74949139 -264716617 -211999311 Less: Depreciation 66765710 54545389 100986935 81180253 Profit after depreciation but before tax -200635489 -129494529 -365703552 -293179564 Less: Provision for tax -- -- -- 74090 Deferred tax -23765274 -15338627 -32314874 -30421165 Fringe Benefit tax Profit after tax -176870215 -114155902 -333388678 -262832490 Add: Balance brought forward from -51921 64295909 -135993232 129897013 previous year Less: Short provision for earlier year -- -2066289 -- -3060337 Less: Minority Interest in Current years -- -- -- 2582 Profit Balance carried forward -228796496 -51926281 -469381910 -135993232 Dividend The directors do not recommend payment of dividend keeping in view the requirement of surplus funds for your Company''s future growth. They trust the shareholders will appreciate their efforts for the future growth of your Company. State of Company''s affair The Company registered total revenue of Rs. 54,58,775/- during the year under review as against Rs. 16,00,66,859/- in the previous financial year. There is a loss of Rs. (17,68,70,215)/- for the financial year ended March 31, 2015 compared to Rs. (11,41,55,902)/- in previous year. Due to high interest costs, ever increasing input costs in all the segments and adverse market conditions in which the Company operates, the performance of the Company has not been up to a desired level. Deposits The Company has not accepted any deposits covered under chapter V of the Companies Act, 2013. Change in the Nature of Business, if any There were no changes in nature of the business of the Company done during the year. Material Changes and Commitment, if any, affecting the financial position of the Company which have occurred between the end of financial year of the Company to which the financial statements relate and the date of report No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company. 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 During the year under review no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future. Details in respect of adequacy of internal financial controls with reference to the Financial Statements The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed. Details of Subsidiary Companies & their Financial Position The Company has three wholly owned subsidiaries, viz. First Winner Lifestyle Limited (Material Subsidiary), Ramshyam Textile Industries Limited and Pal Trading Co. Pvt. Ltd. All companies are in the Textile Business and have same business line as ours and beneficial to all the Four companies to work together to reflect better turnover and profitability. - First Winner Lifestyle Limited: First Winner Lifestyle Limited is wholly owned subsidiary (Material Subsidiary) of the Company. It reported the total revenue of Rs. 22,63,438/- and net loss of Rs. (6,36,29,381)/-. - Ramshyam Textile Industries Limited: Ramshyam Textile Industries Limited, a wholly owned subsidiary of the Company did not undertake any business during the financial year under review. - Pal Trading Company Private Limited: Pal Trading Company Private Limited is a wholly owned subsidiary of the Company. It only earned an Interest income from long term investments during the financial year under review. The audited accounts of the subsidiary companies are placed on Company''s website. Consolidated Financial Statements The Consolidated Financial Statement, prepared by the Company in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India and the provisions of the Listing Agreement with the stock exchanges forms the part of this annual report. Directors'' Responsibility Statement Your Directors state that: a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; b) the Directors 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 March 31, 2015 and of the Profit of the Company for the year ended on that date; c) the Directors 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; d) the Directors have prepared the annual accounts on a ''going concern'' basis; e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f ) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. Corporate Social Responsibility (CSR) During any financial year preceding the FY 2014-15 the Company was not falling under any of the criteria which mandate the Company to comply with the Section 135 of the Companies Act, 2013 in FY 2014-15. Contracts & Arrangements with Related Parties All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in ordinary course of business and on arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on company''s website. Details of establishment of Vigil Mechanism for directors and employees In accordance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, your Company has a vigil mechanism which has incorporated a whistle blower policy with a view to provide a mechanism for directors and employees of the Company to approach the Chairman of the Audit Committee of the Company. Protected disclosures can be made by a whistle blower through the complaint box(es) provided at every unit/office of the Company to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy can be accessed on the Company''s website. Statutory Auditors and Auditors'' Report At the Annual general Meeting, members are requested to ratify the appointment of M/s. AVCS & Associates, Chartered Accountants, Mumbai, (Membership No. 148465) as the Statutory Auditors of the Company, to hold office from the conclusion of this 13th Annual General Meeting until the conclusion of the 18th Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. The specific notes forming the part of the accounts referred to in the Auditor''s Report are self explanatory and give complete information and addresses the qualification/reservation/remark/disclaimers in the Audit Report. Internal Auditor M/s. J. H. Ghumara, Chartered Accountant, Mumbai (Membership No. 14320) are the Internal Auditors of the Company. Secretarial Auditor Mr. Nishant Jawasa & Associates, practicing Company Secretary was appointed as a Secretarial Auditor to undertake the Secretarial Audit of the Company for the Financial Year 2014-2015. Their secretarial Audit report, in prescribed format is annexed to the Directors Report as Annexure I. The report is self explanatory and give complete information and addresses thequalification/reservation/remark/ disclaimers in the Report. Directors & Key Managerial Personnel 1. Change in Directors and Key Managerial Personnel: In Accordance with the provision of the Act and the Articles of Association of the Company Mrs. Anita Patodia is liable to retire by rotation at the ensuing annual general meeting and being eligible offer herself for re-appointment and your directors recommend the re-appointment in the interest of the Company. During the financial year under review, Ms. Priyaka Upadhyay and Mr. Nand Kishore Tiwari were appointed as an Additional Directors of the Company with effect from 28.10.2014 and 31.03.2015 respectively and were regularize as Independent Non Executive Directors at the Extra Ordinary General Meeting of the Company on 30.04.2015. Further pursuant to the Section 203 of the Companies Act, 2013 (the Act), the Company was required to appoint the Chief Executive Officer (CEO) & Chief Financial Officer (CFO). Accordingly, Mr. Rinku Patodia was appointed as CEO & Mrs. Anita Patodia, was appointed as the CFO of the Company by the Board in the meeting held on 31.03.2015. 2. Declaration by an Independent Director(s) and re-appointment: The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. The brief resumes and other details relating to the Director who is proposed to be re-appointed as required to be disclosed under Clause 49 of the Listing agreement, forms part of the Annual Report. 3. Formal Annual Evaluation: The Board recognize the importance of reviewing and improving upon its performance. For this purpose they discuss the effectiveness of the functioning of the Chairman, Executive Directors, and other Directors and to agree ways in which performance can be further improved looking at the likely needs in future. A structured questionnaire was prepared after taking into consideration, various aspect of the Board''s functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligation and governance. The Performance evaluation of the Chairman and Non-independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with evaluation process of Board. Familiarization programme for Independent Directors The Company proactively keeps its directors informed of the activities of the Company, its management and operations and provides an overall industry prospective as well as issues being faced by the industries. The Details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company and related matters are put up on the website of the Company at its website. Number of meetings of the Board of Directors During the year seven meetings of the Board of Directors were held during the year. The details of the same has mentioned in the Corporate Governance Report. Audit & Risk Management Committee Pursuant to Clause 49 of the Listing Agreement it is required to constitute a Risk Management Committee. Since Terms of Reference of the Audit Committee also includes the roles, responsibility and power which are required to be fulfilled by the Risk Management Committee, it was proposed to, instead of creating separate committee for the Risk Management, change the name of the Audit Committee to Audit & Risk Management Committee. The Audit & Risk Management Committee consists of two independent Non-executive Directors and One Executive Director. The Members of the Committee are well versed in finance matters, accounts, company law and general business practices. The detail composition of the Audit & Risk Management Committee is given in the Corporate Governance Report. All the recommendations made by the Audit & Risk Management Committee were accepted by the Board. Policy on Directors'' appointment and Remuneration including criteria for determining qualifications, positive attributes independence of a director: Based on the recommendation of Nomination and Remuneration Committee (NRC) the Board has adopted the Remuneration policy for directors, KMP and other employees. NRC has formulated the criteria for determining qualifications, positive attributes and independence of an Independent Director and also criteria for evaluation of Individual directors and the Board / Committees. The Remuneration policy is given by way of Annexure II to this report. Particulars of Loans, Guarantees or Investments Under Section 186 of The Companies Act, 2013, during FY 2014-15: The Company has not given any loans, guarantees or made investments under Section 186 of the Companies Act, 2013. Share Capital The Company has not issued any shares (including sweat equity shares) to employees of the Company under any scheme including ESOS. Management Discussion and Analysis The Management Discussion and Analysis Report, which gives a detailed account of operations of your company and the market in which it operates, including initiative taken by the company to further its business, forms part of this Annual Report. Corporate Governance A report on Corporate Governance along with a certificate from the auditors of the Company regarding the compliance of conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement is annexed to this report. Conservation of energy, technology absorption, foreign exchange earnings and outgo: Information pursuant to Section 134 (3) (m) of the Companies act, 2013, relating to conservation of energy technology absorption, foreign exchange earnings and outgo is given as Annexure III to this report. Particulars of Employee The Information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 are given as Annexure IV to this Report. None of the Company''s Employees were covered by the disclosure requirement pursuant to the provisions of Section 197 of the Companies Act, 2013 read with Rules 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Extract of Annual Return Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the extract of Annual Return in prescribed Form No. MGT-9 is given as Annexure V to this report. ACKNOWLEDGEMENT The Board of Directors thanks the Banks, Central and State Government authorities and all the stakeholders for their continued co-operation and support to the Company. Mumbai, 30th May, 2015. For and on behalf of the Board Registered Offi ce: 605, Business Classic, First Winner Industries Limited Chincholi Bunder Road, Malad (West), Mumbai-400 064. sd/- Rinku Patodia Chairman & Managing Director DIN: 00752500

Director’s Report