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Padam Cotton Yarns Directors Report, Padam Cotton Reports by Directors
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Padam Cotton Yarns

BSE: 531395|ISIN: INE448D01017|SECTOR: Textiles - Spinning - Cotton Blended
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Directors Report Year End : Mar '15    Mar 14
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
Source : Dion Global Solutions Limited
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