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Indus Fila Directors Report, Indus Fila Reports by Directors

Indus Fila

BSE: 532821|NSE: INDUSFILA|ISIN: INE025I01012|SECTOR: Textiles - Processing
Indus Fila is not traded in the last 30 days
Indus Fila is not traded in the last 30 days
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Directors Report Year End : Mar '15    Mar 14
 Dear Members,
 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,
 Corporate Overview
 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
 and processing.
 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.
 Financial Performance
                                                        (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
 Consolidated Accounts
 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.
 Board Evaluation
 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.
 Fixed Deposit:
 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
 and explanation.
 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
 the accounts.
 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.
 Risk Management
 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
 Corporate Governance
 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.
 Secretarial Audit:
 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
 Place: Bangalore
 Date: 14th August 2015
Source : Dion Global Solutions Limited
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