The Directors are pleased to present their 16th Annual Report on the
business and operations of your Company together with Audited
Statements of the Accounts for the financial year ended 31st March,
Indus Fila Limited is one of the most integrated companies in the
industry, present across the value chain from fabric to garments. We
have added capacities in every segment including yarn dyeing, weaving
The Company prepares its financial statements in compliance with the
requirements of the Companies Act, 2013 and the Generally Accepted
Accounting Principles (GAAP) in India. The estimates and judgments
relating to the financial statements are made on prudent and reasonable
basis so as to reflect in true and a fair manner the form and the
substance of transactions and reasonably present your Company state of
affairs, profit and cash flow for the year ended March 31, 2015.
(Rs. in Lakhs)
PARTICULARS 2014 -15 2013 -14
TURNOVER (3745.17) (7736.11)
Profit/(Loss) before Interest,
Depreciation & Tax (5106.80) (12332.20)
Less: Interest 4874.25 3670.09
Less : Depreciation 1349.48 664.10
Less : Tax (40.08) 1134.26
Net Profit/(Loss) after taxation (11290.45) (17800.65)
Your Company has suffered huge loss during the year due to sluggish
Market, Lack of overseas demand and non availability of additional
finance for working capital. As a consequence the company became a sick
company and it is registered with board for Industrial and Financial
In accordance with the requirements of Accounting Standard AS-21
prescribed by the Institute of Chartered Accountants of India, the
Consolidated Accounts of the Company and its wholly owned subsidiary is
annexed to this Report.
The Company will make available the audited annual accounts and related
information of its subsidiaries, upon request by any of its
shareholders. The annual accounts of the subsidiary company will also
be kept for inspection, by any member at the registered office of the
Company and its Subsidiary Company.
In view of Continuous losses, The board does not recommend dividend.
Extract of Annual Return
The details forming part of the extract of the Annual Return in form
MGT-9, as required under Section 92 (3) of the Companies Act, 2013 and
Rule 12(1) of the Companies (Management & Administration) Rules, 2014,
is included in this Report as set out in the Annexure to this report.
Number of Meeting of the Board
During the Financial Year 2014-15, 4 meetings of the Board were held,
details of which are given in the Corporate Governance Report.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has evaluated its performance taking
into consideration of the various aspects of its functioning,
composition of the Board and its Committees and performance of specific
duties, obligations and governance. The performance evaluation of the
Chairman and Non-Independent Directors was carried out by the
Independent Directors through a meeting of Independent Directors.
In accordance with the provisions of the Companies Act, 2013 and the
Company''s Articles of Association, Mr. Gerhald Bornemann retire by
rotation at the forthcoming Annual General Meeting and, being eligible,
offers himself for re-appointment.
None of these Directors are disqualified from being re-appointed as
Directors of your Company.
The Company has not accepted fixed deposits from the public and
shareholders within the meaning of Section 73(1) of the Companies Act,
2013 and Rules made there under, during the year under review.
The Company has re-paid all outstanding deposits accepted before the
commencement of the Companies Act, 2013, during the year under review.
The Company''s Auditors, M/s Suri & Co., & Co., Chartered Accountants,
were re-appointed as the Statutory Auditors of the Company to hold
office from the conclusion of 15th Annual General Meeting held on 30th
Sep , 2014 until the conclusion of the 18th Annual General Meeting to
be held in the year 2018 subject to ratification of their appointment
by the Members at every Annual General Meeting held after the Annual
General Meeting held on 30th Sep, 2014..
As required under provisions of Section 139 of the Companies Act, 2013,
the Company has received written consent from M/s Suri & Co., to their
appointment and a Certificate to the effect that that their
re-appointment, if made, would be in accordance with the Companies Act,
2013 and the Rules framed there under and that they satisfy the
criteria provided in Section 141 of the Companies Act, 2013.
The Members are requested to ratify the appointment of the Statutory
Auditors as foresaid. The statements made by the Auditors in their
Report are self-explanatory and do not call for any further comments
Management Discussion & Analysis
The management discussion and analysis on the operations of your
Company is set out in the Annexure to this report.
Directors'' Responsibility Statement
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
statements in terms of 134(3)(c) of the Companies Act, 2013,
(a) in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(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 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 Companies Act, for safeguarding the assets of the
Company and for preventing and detecting fraud and other
(d) the Directors had prepared the annual accounts on a going concern
(e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively
(f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
Particulars of Loans, Guarantees or Investments by Company:
During the year under review the Company has not given any loan,
guarantee or made any investment covered under the provisions of
Section 186 of the Companies Act, 2013.
Remuneration and Nomination Policy
The Board of Directors have framed a policy which lays down a framework
in relation to remuneration of Directors, Key Managerial Personnel and
Senior Management of the Company. The policy also lays down criteria
for selection and appointment of Board Members. The Policy is set out
in the Annexure to this report.
Related Party Transactions:
During the year under review the Company has not entered into any
contract or arrangement with related parties attracting the provisions
of Section 186 of the Companies Act, 2013.
However during the current year the Company has entered into a
transaction with a related party on arm''s length basis and in the
ordinary course of business thereby not attracting the provisions of
Section 186 of the Companies Act, 2013. The details of related party
transactions as per Accounting Standard are included in the notes to
All Related Party Transactions are placed before the Audit Committee
and also to the Board for approval.
The policy on Related Party Transactions is approved by the Board of
Vigil Mechanism / Whistle Blower Policy:
As per Companies Act, 2013 read with Clause 49 of the Listing
Agreement, the Board of Directors of the Company have constituted Vigil
Mechanism / Whistle Blower Policy and adopted a policy which aims to
provide a channel to the Directors and employees to report genuine
concerns about unethical behavior, actual or suspected fraud or
violation of the Codes of Conduct or policy. The Company is committed
to adhere to the highest standards of ethical, moral and legal conduct
of business operations and in order to maintain these standards, the
Company encourages its employees who have genuine concerns about
suspected misconduct to come forward and express those concerns in
writing through an email or a letter to the Chairman of the Company or
to the compliance officer or to the Chairman of the Audit Committee.
The Company has in place Risk Management Policy according to which the
Board of Directors of the Company and the Audit Committee periodically
review and evaluate the risk management system of the Company so that
the management controls the risks through properly defined network.
Corporate Social Responsibility:
No disclosures on Corporate Social Responsibility are required as
provision under Section 135 of the Companies Act, 2013 and Rules made
thereunder are not applicable to the Company.
Particulars of Employees
None of the employees were in receipt of remuneration exceeding the
amounts specified in Section 197 (12) of the Companies Act, 2013 read
with Rule 5(1), (2) & (3) the Companies (Appointment and Remuneration
of Managerial Personnel) Rule 2014.
Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo pursuant to Section 134 (3)(m) of
the Companies Act, 2013, read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is given in set out in the Annexure to this
The Company is committed to maintain high standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. The report on the Corporate Governance as stipulated under
Clause 49 of the Listing Agreement forms part of the Annual Report.
The requisite Certificate from the Practicing Company Secretary
confirming compliance with the conditions of Corporate Governance as
stipulated under the aforesaid Clause 49 is attached to this Report.
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Rules made thereunder, the Company has appointed S
Vishwanathan, Company Secretary the Secretarial Auditor of the Company.
The Secretarial Audit Report is annexed as an Annexure and forms an
integral part of this Report. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark.
Significant and Material Orders Passed by the Regulators or Court or
There are no significant and material orders passed by the
Regulators/Courts/ Tribunals that would impact the going concern status
of the Company and its future operations.
Internal Control Systems and Their Adequacy
The Company has an adequate internal control system commensurate with
its size and nature of its business.
Health, Safety and Environment:
The health and safety of the workforce is of paramount importance. The
Company aims to provide a workplace that is free from any occupational
hazards or illness.
During the year under review the Company has not received any complaint
under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013.
Your Directors wish to place on record their appreciation for the
contribution made by employees at all levels. Your Directors also wish
to thank the customers, suppliers, investors and bankers for their
continued support and faith reposed in the Company.
For and behalf of the Board of Directors
Nitin N. Mandhana
Vice Chairman & Managing Director
Date: 14th August 2015