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Padam Cotton Yarns Ltd.

BSE: 531395 | NSE: | Series: | ISIN: INE448D01017 | SECTOR: Textiles - Spinning - Cotton Blended

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Dec 02, 16:00
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Annual Report

For Year :
2015 2014 2013 2011 2010 2009 2008 2006

Director’s Report

Dear Shareholders The Directors have pleasure in presenting the 21st Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31st March, 2015. Financial Highlights Your Directors regret to inform you that there was no commercial activity during the year under review as the entire Plant & Machinery and major part of the Building had got damaged in July, 2002 due to major fire in the factory premises. The insurance claim of Rs.5,29,51,550/- is still pending for decision with the Honorable National Consumer Dispute redressal Commission, New Delhi. How-ever, it has received an amount of Rs.439.13 Lacs in the protest a/c against the bank guarantee. OPERATIONAL & PERFORMANCE REVIEW How-ever, your company has a miscellaneous income of Rs.3.24 Lacs against a trading income of Rs. 167.24 Lacs during the previous year. Barring some un-foreseen circumstances, your directors are hopeful to give better results in terms of sales/ profits in the years to come. SUBSIDIARY COMPANY During the year ended 31st March, 2015, the Company did not have any subsidiary company. FIXED DEPOSITS The Company has not accepted or renewed any deposit from the public during the year under review pursuant to the provisions of Companies Act, 2013 and rules made there under. DIVIDEND Keeping in view the non availability of the profits, your Directors do not recommend any dividend for the year under review. APPOINTMENT OF KEY MANAGERIAL PERSONS (KMPs) AND INDEPENDENT DIRECTORS The Board of Directors of the Company in their meeting held on 29th May 2014 have re-designated Sh. Rajev Gupta, Director as Chief Executive Officer (CEO) of the Company and Mr. Narinder Chutani as Chief Financial Officer (CFO) of the Company w.e.f. 01st April 2014 under the provisions of section 203 of the Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further shareholders of the Company in their 20th Annual General Meeting held on 30th September 2014 have appointed Shri Harbhajan Singh (DIN-01112511), Shri Satwant Singh (DIN-00017621) and Shri Jai Kumar (DIN-00399728) as Independent Directors of the Company for five consecutive years w.e.f. 30th September 2014 in terms of provisions of section 149, 152, Schedule IV and other applicable provisions, if any of Companies Act 2013 read with Companies {Appointment and Qualification of Directors) Rules 2014. DIRECTORS During the year under review, Mrs. Radhika Gupta was appointed as the Additional Director on the Board of the company w.e.f 21st January, 2015 and shall hold the office of director upto the date of the forthcoming Annual General Meeting unless appointed regular director liable to retire by rotation. Your directors recommend the appointment of her as regular director. The Company has received requisite notice from a member proposing her candidature for appointment as a Director. In accordance with the provisions of the Companies act, 2013 read with the Rules made there under and articles of association of the company, Mr. Jai Kumar and Mr. Rajev Gupta, Directors retire at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. STATUTORY AUDITORS At the 20th Annual General Meeting of Company held on 30th September 2014, held on M/s Viney Goel & Associates, Chartered Accountants, were re-appointed as Statutory Auditors of the Company, for a period of one year in accordance with the provisions of section 139 of Companies Act 2013 read with Companies (Audit & Auditors) Rules 2014. The Company has obtained a Letter of Eligibility in terms of provisions of section 139 of the Companies Act 2013 read with Companies (Audit & Auditors) Rules 2014 from M/s Viney Goel & Associates, Chartered Accountants, to the effect that their re-appointment, if made, would be in accordance of provisions of section 141 of the Companies Act 2013 and Rules made there under and that they are not disqualified for such appointment within the meaning of section 141 of the Companies Act, 2013, the Chartered Accountants Act 1949 and rules & regulations made there under. In terms of provisions of Section 139 of Companies Act, 2013, the appointment of Statutory Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s Viney Goel & Associates, Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the shareholders. COST AUDIT Pursuant to provisions of section 148 of Companies Act 2013 & Rules made there under, your Company is, not now covered under these provisions. AUDITOR''S REPORT Observations made in the Auditor''s Report are self explanatory and therefore do not call any further explanation. SECRETARIAL AUDIT Shri Ramesh Bhatia, Practicing Company Secretary has been appointed by the Board to conduct Secretarial Audit under provisions of section 204 of the Companies Act 2013. The Secretarial Audit report is annexed with the Director''s Report as Annexure II. There is no qualification in secretarial audit report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO Energy conservation continues to be an area of major emphasis in your Company. Efforts are made to optimize the energy cost while carrying out manufacturing operations. As required by the provisions of section 134 of the Companies Act, 2013, the relevant information regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given in the Annexure-1 forming part of this report. STATUTORY DISCLOSURES None of the Directors of the Company are disqualified under the provisions of section 164 of the Companies Act 2013. The Directors have made the requisite disclosures, as required under the Companies Act 2013 and Clause 49 of the Listing Agreement. CORPORATE GOVERNANCE The Company is committed to maintain the highest standards of Corporate Governance. The Company has complied with the Corporate Governance requirements as stipulated under Clause 49 of the Listing Agreement. Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance together with certificate from the statutory auditors forms part of the Corporate Governance is annexed to this report. DIRECTOR''S RESPONSIBILITY STATEMENT - Pursuant to the provisions of section 134(B)(c ) of the Companies Act, 2013, it is hereby confirmed that:- (a) in the preparation of annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed and that there are no material departures; (b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit or loss 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 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; {d} the annual accounts have been prepared 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. (f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequately and operating effectively. EXTRACT OF ANNUAL RETURN The details forming part of extract of the Annual Return is given in Form MGT-9 in Annexure - 3. NUMBER OF BOARD MEETINGS During the financial year 2014-15, five board meetings were held. The meetings were held on 29th May, 30th July, 05th September, 15th October 2014 and 21st January, 2015. As stipulated by Code of Independent Directors under Companies Act 2013 and under Listing Agreement, a separate meeting of independent directors was held on 27th March 2015. The other relevant details of Board meetings and the attendance of the Directors etc. is given under Corporate Governance Report annexed with Director''s Report. DECLARATION BY INDEPENDENT DIRECTORS All Independent Directors of the Company have submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteria of independence as provided in sub-section (6). PARTICULARS OF LOAN, GURANTEES OR INVESTMENIS UNDER SECTION 186 Details of Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are given in the notes to the financial statements provided in this Annual Report. RELATED PARTY TRANSCATIONS There are no related party transactions made by the Company with the Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE Being an equal employment opportunity company and to ensure that every employee of the Company is treated with dignity & respect and as mandated under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place a formal policy for Prevention of Sexual Harrassment of Employees at Workplace. MATERIAL CHANGES FROM END OF FINANCIAL YEAR TILL DATE OF REPORT There are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report other than those disclosed in the financial statements RISK MANAGEMENT POLICY Risk management is a continuous process across the organization designed to identify, assess and frame a response to threats that affect the achievement of is objectives. It enables management to prepare for risks before they devolve to improve the operational effectiveness. Therefore considering the same, Company''s Risk Management Policy includes three key elements: I Risk Assessment I. Risk Management and Risk Mitigation II. Risk Monitoring Risks are analyzed, considering likelihood and impact, as a basis for determining how they should be managed effectively. POLICY ON DIRECTOR''S APPOINTMENT & REMUNERATION AND OTHER PRESCRIBED MATTERS The Nomination and Remuneration Committee constituted by the Company functions in accordance with the terms of reference as set out under provisions of Clause 49 of Listing Agreement read with provisions of Section 178 of the Companies Act, 2013 & rules made there under. CORPORATE SOCIAL RESPONSIBILITY (CSR) As the company is not having profits the report may be treated as NIL INTERNAL FINANCIAL CONTRORSYSTEM AND IS ADEQUACY Your Company maintains an adequate and effective Internal Control system commensurate with is size and complexity. The Company has dedicated Internal Audit Department, Internal control systems provide, among other things, a reasonable assurance that transactions are executed with Management authorization and that they are recorded in all material respects to permit preparation of financial statements in conformity with established accounting principles and that the assets of your Company are adequately safeguarded against significant misuse or loss. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS During the year under review, there is no material order(s) passed by the regulators or courts or tribunal impacting the going concern status and company''s operation in future. DISCLOSURE REGARDING COMPANIES (SHARE CAPITAL AND DEBENTURE) RULES 2014 The paid up equity share capital of the Company as at 31st March 2015 comprises of 3873000 equity shares of Rs. 10/- each i.e. Rs. 3,87,30,000/-. As required under Companies (Share Capital and Debenture) Rules 2014, during the year under review, the Company has not issued equity shares with differential voting rights, sweat equity shares, preference shares, employee stock options and also not made any provision for purchase of is own shares by employees or by trustees. DISCLOSURE REGARDING VOTING RIGHT NOT EXERCISED DIRECTLY BY THE EMPLOYEES During the year under review, there is NIL disclosure as required under provisions of section 67(3) of Companies Act 2013. AUDIT COMMITTEE Audit Committee constituted by the Company functions in accordance with the terms of reference as set out under the provisions of Clause 49 of Listing Agreement read with provisions of Section 177 of Companies Act, 2013 & rules made there under and additional responsibilities assigned to it by Board of Directors of the Company. The Committee reviews the internal audit reports and findings of internal auditors along with the comments of management. The functions of the Audit Committee among others, include approving and implementing the audit procedures, effective supervision of financial reporting system Whistle Blower Mechanism, internal control and procedures, recommending appointment of Statutory Auditors, Cost Auditors to Board and also ensuring compliances with regulatory guidelines. The Board has constituted the Audit Committee comprises of following: S. No. Name of Member Category 1. Mr. Harbhajan Singh, Member Independent/Non-Executive 2. Mr. Satwant Singh, Member Independent/Non-Executive 3. Mr. Jai Kumar, Member Independent/Non-Executive The other relevant details of Audit Committee are given under Corporate Governance Report annexed with Director''s Report. VIGIL MECHANISM/WHISTLE BLOWER POLICY The Company has adopted Whistle Blower Policy and has established the necessary mechanism for employees to report concerns about unethical behavior. This policy is reviewed quarterly by the Audit Committee to check the effectiveness of the policy. PERFORMANCE EVALUATION OF BOARD OF DIRECTORS During the year under review, the Board adopted a formal mechanism for evaluating is performance and as well as that of is committees, individual Directors, including the Chairman of the Board in compliance with the Companies Act 2013 and Clause 49 of Listing Agreement. The performance evaluation of various Board Committees constituted under Companies Act & Listing Agreement was made on the basis of their respective terms of reference, discharge of functions, governance etc. As stipulated by Code of Independent Directors under Companies Act 2013 and Listing Agreement, a separate meeting of independent directors was held on 21st January 2015 to review the performance of Non-independent directors including the Chairman and the Boards as a whole. The Independent Directors also reviewed the quality, content and timeliness of flow of information between Management and the Board. Disclosure of Information''s as required under rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel! Rules. 2014 The company has not paid any remuneration to the directors during the year ended on 31st March, 2015 as such necessary disclosures as required under rule 5(1) of Companies (Appointment and '' Remuneration of Managerial Personnel) Rules, 2014 is not given. ACKNOWLEDGEMENT Your Directors wish to convey their appreciation to all of the Company''s employees for their enormous efforts as well as their collective contribution to the Company''s performance. The Directors would also like to thank shareholders, customers, dealers, suppliers, Financial Institutions, bankers, Government and all the other business associates for the continuous support given by them to the Company and their confidence in is management. By order of the Board Sd/- Sd/- (Rajev Gupta) (Vivek Gupta) Place : Karnal DIRECTOR DIRECTOR Dated : 30.07.2015 DIN-00172828 DIN-00172835

Director’s Report