The Directors presents the 31st Annual Report together with the
Audited Financial Statements of the Company for the financial year
ended on 31st March 2015:
(Rs. in Lacs)
Particulars For the Year For the Year
31st March, 2015 31st March, 2014
Total Revenue 11558.22 10714.59
Less: Total Expenses 10648.16 9932.05
Profit before Depreciation & 910.06 782.54
Amortization expenses, Finance
Cost and Tax
Less: Depreciation and Amortization 408.42 272.51
Less: Finance Cost 403.40 366.80
Profit before exceptional and 98.24 143.23
extraordinary items and tax
Less: Prior Period Expenses 0.48 -
Less: Short Provision for Taxation - 0.01
Profit before Exceptional Item & Tax 97.76 143.22
Less: Exceptional Item - -
Profit before tax 97.76 143.22
Less: Provision for tax 37.99 34.21
Profit after tax 59.77 109.01
Balance of profit as per last Balance 1137.69 1028.68
Balance of profit carried to Balance 1098.33 1137.69
REVIEW OF BUSINESS OPERATIONS:
During the year under review, the Company earned total revenue of Rs.
11558.22 Lacs as against Rs. 10714.59 Lacs in the previous year. The
revenue out of operations earned to Rs.11414.07 Lacs and other income
earned to Rs. 144.15 Lac. The profit before tax was Rs.97.76 Lacs as
against Rs. 143.22 Lacs in previous year. The profit after tax was
Rs.59.77 Lacs as against Rs. 109.01 Lacs in the previous year.
The profit of the Company has been impacted majorly due to change in
depreciation policy as per the Schedule II of the Companies Act, 2013.
Accordingly, the carrying amount of the fixed assets as on 1st April,
2014 has been depreciated over the remaining revised useful life of the
fixed assets. Consequently, an amount of Rs.99.12 Lacs had been reduced
from retained earnings in first quarter ended June, 2014.
The Primary segment of the Company is Textile and there is no geographic
segment as such. During the year under review, the textile division has
achieved a consolidated turnover of Rs.15416.97 Lacs only as compared to
Rs. 15,625.81 Lacs in the previous year. The Company continues to focus
on measures to improve the efficiency of financial performance of this
The year under review was one of the most challenging years for the
textile sector across the world. Despite the extreme difficultly in the
business environment, the Company has managed to survive and earned
revenue from the operations. Your Directors are optimistic about the
future growth of the Company and are putting their best efforts to
accelerate the growth speed.
The Company has one other segment i.e. Power Generation (Energy) which
had started in last quarter of the Financial Year 2011-12 operating
through its step down subsidiary company Konark Gujarat PV Private
Limited. During the financial year 2014-15, the revenue earned from
power generation activity was Rs. 1446.78 Lacs as compared to Rs.
1450.24 Lacs in the previous year. The Company continues to focus on
cost reduction measures and improve efficiency to pathway the business
in this division.
There was no change in Share Capital of the Company during the year
To conserve the resources for future business requirements of the
Company, your Directors do not recommend any payment of dividend for
the year under review.
During the year under review, the Company has not accepted any deposits
within the meaning of Section 73 and 76 of the Companies Act, 2013 read
with Companies (Acceptance of Deposits) Rules, 2014.
EXTRACTOR ANNUAL RETURN:
An extract of Annual Return in Form MGT 9 is appended to this Report as
DIRECTORS AND KMP:
In accordance with the provisions of Section 152 of the Companies Act,
2013 read with Companies (Management & Administration) Rules, 2014 and
Articles of Association of the Company, Mr. Amitabh Kejriwal, Whole
Time Director of the Company, retires by rotation at the ensuing Annual
General Meeting and being eligible, has offered himself for re-
appointment. Mr. Amitabh Kejriwal is proposed to be re-appointed as
Whole-Time Director of the Company for a further period of three years
w.e.f. 1st April, 2015, subject to the approval of members. Your Board
recommends his re- appointment.
The Board of Directors of the Company appointed Ms. Kavita Bhat as an
Additional (Independent) Director of the Company for a period of five
years w.e.f. 31 March, 2015, subject to approval of shareholders at
the ensuing Annual General Meeting. The Company has received a notice
along with requisite deposit from a member of the Company under Section
160 of Companies Act, 2013 proposing her candidature for the office of
Director of the Company. Your Board recommends her appointment.
The Company has received declaration from all the Independent Directors
of the Company confirming that they meet the criteria of independence
as prescribed both under Section 149(6) of the Companies Act, 2013 and
under Clause 49 of the Listing Agreement entered into with the Stock
As stipulated under the Clause 49 (VIII) (E) of the Listing Agreement,
brief resume of the Directors proposed to be appointed/re-appointed are
given in the Notice convening 31 Annual General Meeting.
Pursuant to the provisions of Section 203 of the Companies Act, 2013,
Mr. Ramniwas Bhawarlal Somany was redisignated as Chief Financial
Officer (CFO) of the Company w.e.f. 31 March, 2015 and Mr. Mehnuddin
Khan was appointed as Company Secretary & Compliance Officer of the
Company w.e.f. 18th August, 2015.
ANNUAL PERFORMANCE EVALUATION BYTHE BOARD:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an evaluation of its
own performance, the directors individually as well as the evaluation
of the working of its Audit, Nomination & Remuneration and
Stakeholders'' Relationship Committees. The Board has devised
questionnaire to evaluate the performances of each of executive and
non-executive and Independent Directors. Such questions are prepared
considering the business of the Company and the expectations that the
Board have from each of the Directors. The evaluation framework for
assessing the performance of Directors comprises of the following key
i. Attendance of Board Meetings and Board Committee Meetings;
ii. Quality of contribution to Board deliberations;
iii. Strategic perspectives or inputs regarding future growth of
Company and its performance;
iv. Providing perspectives and feedback going beyond information
provided by the management.
The manner in which the evaluation has been carried out has been
explained in the Corporate Governance Report.
MEETINGS OF THE BOARD:
The Board meets at regular intervals to discuss and decide on Company /
business policy and strategy apart from other Board business.
Atentative annual calendar of the Board and Committee Meetings is
informed to the Directors in advance to facilitate them to plan their
schedule and to ensure meaningful participation in the meetings.
The Board met ten times during year the details of which are given in
the Corporate Governance Report. The intervening gap between the two
consecutive meetings was within the period prescribed under the
Companies Act, 2013.
Your Directors, to the best of their knowledge and belief and according
to the information and explanations obtained by them and as required
under Section 134(3)(c)of the Companies Act, 2013 state that:
a. in the preparation of the annual accounts, the applicable
Accounting Standards (except AS-15) have been followed along with
proper explanation relating to material departures, if any;
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 at the end of the financial year and of the profit of
the company for that period;
c. the directors have taken proper and sufficient care 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;
d. the directors have 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; and
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.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for appointment and remuneration of
Directors, Senior Management including criteria for determining
qualifications, positive attributes, independence of a director and
other matters provided under sub-section (3) of Section 178 of the
Companies Act, 2013. The Remuneration Policy is stated in the Report on
PARTICULARS OF REMUNERATION:
During the year under review, no employee was in receipt of
remuneration exceeding the limits as prescribed under provisions of
Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
Disclosure with respect to the remuneration of Directors and employees
as required under Section 197 of the Companies Act, 2013 and Rule 5(1)
of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 has been appended as Annexure IV to this Report.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:
The Company has 3 Subsidiary Companies and 3 Step-down Subsidiary
Companies. During the year, the Board of Directors (''the Board'')
reviewed the affairs of the subsidiaries. In accordance with Section
129(3) of the Companies Act, 2013, we have prepared consolidated
financial statements of the Company and all its subsidiaries, which
form part of the Annual Report. Further, a statement containing the
salient features of the financial statement of the subsidiaries in the
prescribed format AOC-1 is appended as Annexure II to the Board''s
report. The statement also provides the details of performance,
financial positions of each of the subsidiaries.
The Company does not have any Joint Venture / Associate. During the
year, no company became or ceased to be the Company''s subsidiary, joint
venture or associate company.
In accordance with Section 136 of the Companies Act, 2013, the audited
financial statements, including the consolidated financial statements
and related information of the Company and audited accounts of each of
its subsidiaries, are available on our website www.konarkgroup.co.in.
These documents will also be available for inspection at the registered
office of the Company and of the subsidiary companies during business
hours on all working days and during the Annual General Meeting.
COMMUTEES OF THE BOARD:
During the year, in accordance with the Companies Act, 2013, the Board
re-constituted some of its Committees. There are currently three
Committees of the Board, as follows:
1. Audit Committee
2. Stakeholders'' Relationship Committee
3. Nomination and Remuneration Committee
Details of all the Committees along with their charters, composition
and meetings held during the year are provided in the Report on
Corporate Governance, forming part of this Annual Report.
AUDIT COMMITTEE AND ITS COMPOSITION
The composition of the Audit Committee is as under and the same has
been given in Corporate Governance Report as required under Clause 49
of the Listing Agreement, which is annexed to this report.
As on 31st March, 2015, the Audit Committee comprised of Mr. Mahendra
Agarwal, Mr. Satish Deshmukh, Independent Directors and Mr.
Prakashchand Dalmia, Chairman and Managing Director of the Company.
The Audit Committee of the Company reviews the reports to be submitted
with the Board of Directors with respect to auditing and accounting
matters. It also supervises the Company''s internal control and
financial reporting process.
Mr. Mahendra Agarwal is the Chairman of Audit Committee of the Company.
The Compliance Officer of the Company acts as the Secretary to the
RISKS AND AREAS OF CONCERN:
The Company has laid down a well-defined Risk Management Policy
covering the risk mapping, trend analysis, risk exposure, potential
impact and risk mitigation process. A detailed exercise is being
carried out to identify, evaluate, manage and monitoring of both
business and non-business risk. The Board periodically reviews the
risks and suggests steps to be taken to control and mitigate the same
through a properly defined framework.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED
TO IN SECTION 188(1) OF THE COMPANIES ACT 2013
All Related Policy Transactions entered during the year were in
Ordinary Course of the Business and on Arm''s Length basis. No Material
Related Party Transactions, were entered during the year by your
Company as per section 188 of the Companies Act, 2013 which require
approval of the member. Accordingly, the disclosure of Related Party
Transactions as required under Section 134(3) of the Companies Act,
2013 in FormAOC-2 is not applicable.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013:
The details of loans, guarantee or investment made by your Company
under Section 186 of the Companies Act, 2013 during the financial year
2014-15 are given under Notes to Accounts of financial statements.
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:
There was no significant or material order passed by any regulator or
court or tribunal, which impacts the going concern status of the
Company or will have bearing on company''s operations in future.
WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism / Whistle Blower Policy to deal with
instance of fraud and mismanagement, if any. The mechanism also
provides for adequate safeguards against victimization of directors and
employees who avail of the mechanism and also provide for direct access
to the Chairman of the Audit Committee in the exceptional cases. The
details of the Vigil mechanism Policy is explained in the Corporate
Governance Report and also posted on the website of the Company. We
affirm that during the financial year 2014-15, no employee or director
was denied access to the Audit Committee.
M/s. Bhuwania & Agrawal Associates., Chartered Accountants, Mumbai
(FRN:101483W), the Statutory Auditors of your Company hold office as
such upto the conclusion of the ensuing Annual General Meeting and are
eligible for re- appointment. The Company has received a letter from
them to the effect that they are willing to continue as Statutory
Auditors and if re-appointed, their re-appointment would be within the
limits prescribed under Section 139 of the Companies Act, 2013 and they
are not disqualified from being appointed as Auditors.
Your Directors recommend the re-appointment of M/s. Bhuwania & Agrawal
Associates., Chartered Accountants, Mumbai, as Statutory Auditors of
the Company to hold office from the conclusion of the ensuing Annual
General Meeting up to the conclusion of next Annual General Meeting of
the Company and to audit financial statements for the financial year
In respect to the remarks made by the Auditors in their Standalone &
consolidated reports relating to non-provision of Gratuity mentioned
under the heading Emphasis of Matter; your Directors would like to
state that as a policy, the Company recognizes expenditure towards
Gratuity only as and when liability for payment arises.
SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013,
the Secretarial Audit Report received from M/s. Manish Ghia &
Associates, Company Secretaries, Mumbai is appended as Annexure III and
forms part of this report.
In respect to the Secretarial Auditors'' remarks in their report, the
Company would like to state as under:
* Non-appointment of Company Secretary:
The Company has appointed the Whole-Time Company Secretary at its
meeting held on 14th August, 2015.
* The annual consolidated financial results and consolidated financial
accounts for the quarter and year ended 31st March, 2014 were adopted
and submitted to Stock Exchanges on 18th June, 2014.
Since, the financials of one of the subsidiary companies was not ready;
the annual audited consolidated financial result and consolidated
financial accounts were adopted on 18th June, 2014.
The Company has appointed M/s. Kaushik Shahukar & Co., Chartered
Accountants, Mumbai as its Internal Auditor. The Internal Auditor has
given his reports on quarterly basis to the Audit Committee.
Based on the report of internal audit, management undertakes corrective
action in their respective areas and thereby strengthens the controls.
REPORT ON CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement entered into with the
Stock Exchange, the following have been made a part of the Annual
Report and are annexed to this report:
* Management Discussion and Analysis
* Corporate Governance Report
* Auditors'' Certificate regarding compliance of conditions of Corporate
LISTING OF SECURITIES:
The Company''s shares are listed on BSE Limited (BSE). The Company has
paid listing fees to BSE Limited for the financial year 2015-2016.
INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and
adopted a Policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules thereunder. There was no complaint
on sexual harassment during the year under review.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Details regarding Conservation of energy, technology absorption,
foreign exchange earnings and outgo is given as in AnnexureV.
Your Directors take this opportunity to express their sincere
appreciation for the assistance and co-operation received from all the
Government departments, Banks, Financial Institutions, other business
constituents and members during the year under review and also look
forward to their continued support in the future.
Your Directors also wish to place on record their deep appreciation for
the committed services of the employees of the Company.
For and on Behalf of the Board of Directors
Place: Mumbai Prakashchand Dalmia
Date: 14th August, 2015 Chairman & Managing Director