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Flora Textiles Ltd.

BSE: 530705 | NSE: | Series: NA | ISIN: INE161F01011 | SECTOR: Textiles - Processing

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Annual Report

For Year :
2015 2013 2012 2011 2010 2009 2008

Director’s Report

Dear Members, Your directors take pleasure in submitting to you their Twenty Second Annual Report together with the Audited Balance Sheet of the Company as at 31st March, 2015 and the Profit & Loss Account for the Year ended on that date. WORKING RESULTS : The working results of the Company for the Year under review are summarized and furnished below: - Rs. In lakhs 31.03.2015 31.03.2014 Sales and Other Receipts 212.90 491.96 Other Income 0.89 0.95 Total Receipts 213.79 492.91 Gross Profit/(loss)before interest and (59.79) (22.95) Depreciation Less : Interest 44.94 40.81 Profit before Depreciation (104.73) (63.76) Less: Depreciation 4.48 6.23 Net Profit/ loss for the Year (109.21) (69.99) Opening balance - Loss'' brought forward (1524.84) (1454.84) Total Loss taken to P& L Account (1634.05) (1524.84) REVIEW OF OPERATIONS : During the year under review, the overall sales and other income of the Company was Rs.213.79 lakhs as against Rs.492.91 Lakhs in the last year. Gross Profit / (loss) before interest and depreciation amounted to Rs (59.79) lakhs (Previous Year Rs.(22.95) lakhs). The Net loss came to Rs.109.21 lakhs (Previous Year Rs.(69.99) lakhs). PROSPECTS : As the textiles industry is slightly recovering and power position becoming stable, there may be slight improvement in the performance of the company in the current year. The management is making all the possible efforts to bring better results in the future. DIRECTORS: The board of Directors is duly constituted. Mr Vilayati Ram Gupta retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment. Ms C R Padma has resigned from the Board of Directors of the company on 19th May, 2015 and in her place Mr Kana Ram has appointed as an Independent Director with effect from 30th May, 2015. The Board wishes to place on record its appreciation of the good work done by Ms C R Padma during hertenure with the Company. None of your directors is disqualified under Section 164 of the Act. All Independent Directors have given a declaration 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. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS / SECRETARIAL AUDITOR IN THEIR REPORTS There were no qualifications, reservations or adverse remarks made by the Auditors in their report. However, as a prudent measure your Company has obtained a secretarial audit report as applicable to Listed Companies and as required under section 204 (1) of the Companies Act, 2013.. Certain observations made in the report with regard to non filing of some forms and compliance with certain SEBI rules and guidelines should be viewed in the light of the aforesaid SEBI and Companies Act 2013. However, the company would, as in the past, ensure that all the applicable provisions are complied to the fullest extent. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OFTHE COMPANIES ACT, 2013 There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable. Key Managerial Personnel Mr.Hemant Kumar Gupta, was appointed as Chief Financial Officer with effect from 30th Sep, 2014. The remuneration and other particulars of Mr. Hemant Kumar Gupta is included in extract of Annual Report in Form MGT 9 annexed as Annexure A. Internal Control System and their Adequacy The Company has an Internal Control System, Commensurate with its size, scale and complexity of its operations. Audit Committee reviews internal audit reports and oversees the internal control system of the Company. Corporate Governance Your Company is committed to maintaining high standards of Corporate Governance. A report on Corporate Governance, along with a certificate from the Statutory Auditors on compliance with Corporate Governance norms forms a part of this report. Human Resources The HR strategy and initiatives of your Company are designed to effectively partner the business in the achievement of its ambitious growth plans and to build a strong leadership pipeline for the present and several years into the future. STATUS OFTHE COMPANY UNDER SICA: BIFR in its meeting held on 27/09/2012 has approved Modified Draft Rehabilitation Scheme. The company is taking necessary steps to implement the same. Extract of Annual Report The Details forming part of the extract of the Annual Report form MGT 9 is annexed herewith as AnnexureA. Meetings Calendar of Meetings are prepared and circulated in advance to the Directors. The details of which are given in the Corporate Governance Report. Directors Responsibility Statement To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements: 1) in the preparation of the annual financial statements for the year ended March 31st, 2015, the applicable accounting standards had been followed along with the proper explanation relating to material departures. 2) for the financial year ended March 31st, 2015, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company and of the Profit and Loss of the Company for the year ended 31st March, 2015. 3) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4) the annual financial statements have been prepared on a going concern basis. 5) that proper internal financial control was followed by the company and that such internal financial controls are adequate and were operating effectively. 6) that proper system to ensure compliance with the provisions of all applicable laws was in place and that such systems were adequate and operating effectively. 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 Key provisions of Nomination and Remuneration policy are as follows: Nomination and Remuneration policy is guided by a common reward framework and set of principles and objectives as particularly envisaged under section 178 of the Companies Act 2013, inter alia principles pertaining to determining qualifications, positives attributes, integrity and independence etc. Related PartyTransactions Particulars of Contracts and Arrangements with Related Parties Referred to in Sub-Section (1) of Section 188 of Companies Act, 2013: The Company adopted a Related Party Transaction Policy in terms of Section 188(1) All transactions entered with Related Parties for the year 2014-15 were on Arm''s length basis. There were no material related party transactions in terms of the Related Party Transaction Policy during the year. Thus disclosure in Form AOC-2 as per Companies Act, 2013 and Rul 8 of Companies (Account) Rules, 2014 is not required. All related party transaction are placed before the Audit Committee and also to the Board for approval on a quarterly basis. Omnibus approval was obtained for transaction of repetitive nature. ANNUAL PERFORMANCE EVALUATION In line with the criteria evolved by the Nomination and Remuneration Committee, the performance of all Directors, Committees, Chairman etc., have been evaluated pursuant to the provisions of the Act and the Listing Agreement. Vigil Mechanism/Whistle Blower Policy Pursuant to the non-mandatory requirements of the Listing Agreement, the Company has established a whistle blower mechanism to provide an avenue to raise concerns. The Ombudsperson appointed by the Board deals with the complaints received and ensures appropriate action. No employee was denied access to the Audit Committee. In line with the requirement of Section 177 of the Companies Act, 2013, the scope of the Whistle Blower Policy has been amended to include the Directors also (in addition to the employees, customers and vendors) to facilitate reporting of their genuine concerns relating to unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. Further, the mechanism also provides adequate safeguards against victimisation of persons using the mechanism and provides direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. Particulars of Employees The information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to Members and others entitled thereto excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting. There are no employees drawing salaries in excess of the limit prescribed under Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014. Conservation of energy, Technology absorption and foreign exchange earnings and outgo Conservation of energy, Technology absorption and foreign exchange earnings and outgo is annexed. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 The Company has in place an anti sexual harassment policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Compliance Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary and trainees) are covered under this policy. The company has not received any compliant about sexual harassment during the year 2014-15. Auditors The Members appointed M/s Anjana & Co, the Statutory Auditors of the Company for a period of 3 years from the conclusion of 21st AGM (2014) till the conclusion of 24th AGM (2017). The Board has recommended the appointment of the Auditors for the financial year 2015-16. The necessary resolution is being placed before the shareholders for approval. The Company has received confirmation from the firm regarding their consent and eligibility under sections 139 and 141 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for appointment as the Auditors of the Company. Mr A C Saravan, Practicing Company Secretary was appointed for the year ended 31 st March ,2015 to undertake the Secretarial Audit of the Company. The Report of Secretarial Audit is annexed herewith as Annexure B. STOCK EXCHANGES: Your company is listed with Bombay Stock Exchange. The Corporate Governance Report of your company as on 31.3.2015 is enclosed for your perusal as Annexure - C. MATERIAL CHANGES AND COMMITMENTS There are no material changes and commitments in the business operations of the Company from the financial year ended 31st March, 2015 to the date of signing of the Director''s Report. ACKNOWLEDGEMENT: The Board wishes to place on record of their appreciation for the good work done by the employees of the company. It takes the pleasure of recording the services rendered by the MA and BIF R for and on the revamping exercise of the company. Place: Coimbatore By Order of the Board. Date : 30.05.2015 -Sd- V.R. Gupta Chairman

Director’s Report