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Shri Lakshmi Cotsyn Ltd.

BSE: 526049 | NSE: SHLAKSHMI | Series: NA | ISIN: INE851B01016 | SECTOR: Textiles - Processing

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Annual Report

For Year :
2015 2014 2013 2012 2011 2010 2009 2008 2006

Director’s Report

The Directors have the pleasure in presenting the 27th Annual Report along with the Audited financial statements of the Company for the financial year ended on 31st March, 2015: FINANCIAL RESULTS : Highlights of financial results (Stand-alone & Consolidated) for the year were as under: (Rs. in Crores) 2014-15 2013-14 2014-15 2013-14 (12 months) (9 months) (12 months) (9 months) Stand Alone Stand Alone Consoli dated Consoli dated Sales and other income 601.04 753.75 738.76 880.08 Operating profit before interest, depreciation and (222.29) (177.3) (221.03) 177.76 Less: Interest and other financial charges 171.01 196.70 172.46 199.48 Depreciation 110.78 78.47 111.71 79.01 Extraordinary items Exceptional Items 430.22 171.68 (424.47) (168.33) Loss before tax (934.30) (624.15) (929.67) (624.58) Less: Income Tax (including deferred tax) - 0.59 0.08 Loss after tax (934.30) (624.15) (930.26) (624.66) Proposed dividend - - - - Dividend tax - - - - Balance carried to Balance Sheet (934.30) (624.15) (930.26) (624.66) PERFORMANCE: Performance Highlights - Stand-alone : Your Directors wish to inform you that during the year 2014-15, Company faced lot of problems on account of financial stress hence operations of the units were restricted between 25 to 30% of its installed capacity. During 2014-15, the Company recorded sales and operating income at Rs.601.04 crores as compared to Rs. 753.76 crores in 2013-14 (9 months). The profit before tax was Rs. (934.30) crores in 2014-15 (12 months) as compared to Rs. (624.15) crores in 2013-14 (9 months). The profit/loss after tax was Rs. (934.30) crores in 2014-15 (12 months) as compared to Rs. (624.15) crores in 2013-14(9 months). Performance Highlights - Consolidated : During 2014-15, the Company recorded sales and operating income at Rs. 738.76 crores as compared to Rs. 880.08 in 2013- 14 (9 months). The profit before tax was Rs. (929.67) crores in 2014-15 as compared to Rs. (624.58) crores in 2013-14 (9 months). The profit/loss after tax was Rs. (930.26) crores in 2014-15 as compared to Rs. (624.66) in 2013-14 (9 months). JOB WORK: The company is in stringent working capital situation and hence the company is currently unable to source yarn for its own production. (Yarn is the prime input both in quantitative & price terms for any product in the textile sector). Accordingly, during the year, company has earned a portion of its revenue from jobwork. Jobwork has been done for world renowned suppliers of denims, sheeting & terry towel who are inclined to increase their jobwork in the company in view of imported machinery, state of art infrastructure and superior quality product. Jobwork has enabled the company to reduce its cash losses & increase its capacity utilization. The company expects increase in revenue contribution from jobwork in future adding to the bottom line. PRESENT STATUS OF CORPORATE DEBT RESTRUCTURING PACKAGE (CDR ) OF M/S SHRI LAKSHMI COTSYN LTD.: The CDR package filed by the company was approved by CDR Cell in its meeting dated 24.06.2013 and LOA dated 28.06.2013 was issued. In compliance of the LOA, Master Restructuring Agreement (MRA) was signed on 29.06.2013. As per the terms of Letter of Approval (LOA), the Company has brought promoters'' contribution to the tune of Rs. 93.90 crore within the prescribed time of 120 days from signing of Master Restructuring Agreement (MRA). Besides all other terms of LOA relating to perfection of security were also complied with by the Company except the conversion of promoters contribution into equity and pledging thereof to CFSL This could not be possible due to the Non receipt of approval of Stock exchange an account of selling of promoters shares by IFCI. At present, the company is operating through its TRA accounts with Central Bank for running its day to day operations. The consortium members banks at their Joint Lenders Meeting (JLM) held on 16th June 2015 have decided to settle the accounts under One Time Settlement (OTS) and accordingly directed the company to search PE investor. The company is continuously in dialogue with PE investors and also appointed NITRA (Northern India Textile Research Association) for TEV study and Valuation so that the sustainability of debt as well as the maximum turnover and EBIDTA can be achieved. In the CDR EG Meeting held on 26th August 2015, Central Bank of India has submitted its review note and shown willingness for exiting from CDR. The Company has presented its objection and repercussions on the Company as well as on the Banks on exiting from CDR. The CDR EG has asked the opinion from the other Banks on this issue which shall be discussed at next CDR EG. PRESENT STATUS OF THE BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION (BIFR): The Company is registered under the Board for Industrial and Financial Reconstruction in terms of the provisions of section 15(1) of Sick Industrial Companies (Special Provisions) Act 1985 vide registration number 45/2014. The Board at its first date of hearing held on 06.07.2015 directed the banks to file their objections within 4 weeks time. The next date of hearing has been fixed on 01.10.2015. The Company is taking necessary steps to ensure the necessary compliances with the requirements of the statute. WINDING UP PETITION AGAINST M/S SHRI LAKSHMI COTSYN LTD.: Few cases of Winding up filed by the following parties with the Allahabad High Court are stayed due to registration of the company with BIFR: 1- Ketan Kantilal Shah (FCCB Bond Holder) amount Rs. 2.8 million. 2- Satya Ram Agro Industries Vs. SLCL amount Rs. 16.91 lacs. 3- Satya Ram Agro Industries Vs. SLDSL amount Rs. 3.57 lacs. 4- Ambika Corporation amount Rs. 1.42 crore. 5- Soil & Environment Industries Pvt. Ltd. Rs. 9.34 lacs PETITION BEFORE DEBT RECOVERY TRIBUNAL (DRT) BY IFCI AGAINST M/S SHRI LAKSHMI COTSYN LTD.: Following parties have filed the case against the Company before DRT Allahabad & New Delhi: 1- IFCI Ltd. Recovery Suit for an amount of Rs. 9.91crore at DRT, New Delhi. 2- UCO Bank has also filed recovery suit at DRT Allahabad. EXPORTS Despite all adverse situations, the Company recorded an export of Rs 218.82 crores in 2014-15 as against Rs. 220.63 crores in 2013-14 (9 Months) on Stand-alone basis. On Consolidated basis, the Company recorded an export of Rs 219.64 crores in 2014-15 as against Rs. 220.63 crores in 2013- 14 (9 Months). RECOGNITIONS : The company is registered with the following organisations: 1. Director General of Quality Assurance (DGQA) 2. Director General of Suppliers & Disposals (DGS&D) 3. Ordnance Board Group of Factories. 4. D.M.S.R.D.E. 5. Trade Mark Agency having brand names STAR TRACK, DYFI, HEBE 6. Office of the Textile Commissioner as a Composite Mill. 7. Bureau of Indian Standards (BIS) 8. Department of Industrial Development, Ministry of Industry. Company is duly registered with Export Promotional Council and Posses valid Import Export code and RCMC issued by Federation of Indian Export Organisation. Further based upon past performance of exports, Company is also registered with Ministry of Commerce and Industry as STAR EXPORT HOUSE. WHOLLY-OWNED SUBSIDIARY COMPANIES: The Company has three subsidiary companies, details of which are as under: M/s SLCL Overseas FZC, Sharjah U.A.E The Company is a 100% subsidiary of SLCL, which has been set up at Sharjah Airport International Free Zone, Sharjah, and UAE. It is engaged in trading of 100% Polyester fabric material, garments and alike products and also exporting to other countries, besides trading in Sharjah itself. M/S SLCL Overseas FZC, Sharjah U.A.E., a wholly-owned subsidiary, recorded a turnover of Rs. 124.53 Crores in 2014-15 as compared with Rs. 104.33 Crores in the last year. During the year, the Company has earned a profit of Rs. 3.12 Crores in comparison with Rs. 2.31 Crores in the previous year. M/s Shri Lakshmi Defence Solutions Ltd. SLDSL manufactures bullet proof jacket, bullet proof helmet, armored vehicles, bullet proof morchas and other ballistic products for defense and homeland security. The company was incorporated on 19.12.2006 and has started functioning recently. The Company has introduced a new range of indigenously designed models based on advance armouring technology for armed and police forces namely Dhruv, Drona and Viper. These Vehicles are equipped to help the security forces to encounter ever increasing security threats from naxalities groups and other terrorists'' activities. During 2014-15, the Company recorded sales of Rs. 11.73 Crores as compared with Rs. 21.63 Crores in 2013-14 (9 months), thus registered a decline in sales. The Company has incurred net loss of Rs. 4.82 crores in 2014-15 as compared to a net loss of Rs.1.49 crores in 2013-14 (9 months). Registered supplier for defence products Approved Supplier Registered with Indian Army, Navy, Air Force, Ordinance Factories Directorate General of Supplies & Disposal All central paramilitary State Police forces Director General of Quality Assurance Indian Railways Forces Ministry of Defence (Navy) Defence Material Stores R&D Est Federation of Indian Export Organization RDSO (Indian Railways) Indian Postal Department M/s Synergy Global Home Inc. M/s Synergy Global Home Inc., is a wholly-owned subsidiary and was incorporated at U.S.A.; which deals in trading of home furnishing items. During the year, M/s Synergy Global Home Inc., U.S.A has achieved nil revenue as compared with Rs. 0.42 Crores in 2013-14 (9 months). However, the company, suffered a loss of Rs. 0.01 lakhs in 2014-15 as compared with a previous year''s loss of Rs. 8.54 Lacs. EXEMPTION UNDER SECTION 129 OF THE COMPANIES ACT, 2013 FOR NOT ATTACHING THE BALANCE SHEET OF THE SUBSIDIARY COMPANIES: In view of the directions issued by the Ministry vide General Circular No: 2 /2011, dated 08.02.2011 in regard to exemption under Section 129 of the Companies Act, 2013 for not attaching the balance sheet of the subsidiary concerned; therefore, Board of Directors of your Company have given their consent for not attaching the balance sheet of the subsidiary concerned; The Annual Accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the head office of the holding company and of the subsidiary companies concerned. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand. STATUS OF ONGOING EXPANSION OF M/S SHRI LAKSHMI COTSYN LTD.: Due to part disbursement of the priority loan amounting Rs. 34 crores (approx.) out of Rs. 65.40 crores, the projects namely Technical Textiles, Spinning and Yarn Dyed Shirting''s projects could not be fully commissioned. DIRECTORS: Changes in Directors and Key Managerial Personnel During the period, Mr. Dileep Bajaj and Mr. R.K. Garg have resigned from the Directorship of the Company w.e.f. 14.08.2014. The Board places on record their appreciation of the valuable advice and guidance given by them while they were Directors of the Company. Pursuant to the provisions of Section 149 (10) of Companies Act 2013, an independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company . Therefore Shri G.N. Mathur, independent director of the company who has completed the term of consecutive 5 years, is proposed to be re-appointed as an independent director for a further term of five consecutive years subject to the approval of the Shareholders by way of special resolution. Declaration by an Independent Director (s) & re- appointment, if any A declaration by an Independent Director(s) that he/ they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been obtained. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS A calendar of Meetings is prepared and circulated in advance to the Directors. During the year five Board Meetings and three Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. However, the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. AUDIT COMMITTEE The composition of an Audit Committee and details of meeting are stated in the Corporate Governance Report Details of establishment of vigil mechanism for directors and employees The vigil mechanism for directors and employees to report genuine concerns has been established as per the provisions of Section 177(9) read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 for directors and employees to report their genuine concerns or grievances. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Finance, Audit Grievance, Nomination & Remuneration and Compliance Committees etc.. The Management evaluates the performance of committees and its functioning at regular intervals. REMUNERATION & NOMINATION POLICY The Board has framed a policy which lays down the framework in relation to selection and appointment of Directors, Senior Management of the Company and in relation to their remuneration. RISK MANAGEMENT POLICY A statement indicating development and implementation of a risk management policy for the Company are set out in the corporate governance report forming part of the Board report. SHARE CAPITAL During the Financial Year 2014-15, the Company has not issued any equity shares, so there has been no change in share capital. DIVIDEND Since the Company and its subsidiaries have incurred the loss, your Directors, have not recommended any dividend for the year ended on 31st March, 2015. AUDITORS M/s Pradeep & Associates, Chartered Accountants, Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment. The observations of Auditors in their report read with notes to the accounts are self-explanatory and do not call for further explanation. COST AUDITOR The Central Government''s Cost Auditor order specifies an audit of cost accounting records of the textile Company every year. This is applicable to the products manufactured by the Company. The Board of Directors, subject to the approval of the Central Government, appointed Mr. A.K. Srivastava, Cost Accountants, Kanpur, to carry out cost audit for the current year. INTERNAL AUDITOR The Company appointed a firm of Chartered Accountants M/s Srivastava S and Company of Kanpur as internal auditors to review the internal control systems of the Company and report thereon. The Report of the Internal Auditors is reviewed by the Audit Committee. ENVIRONMENTAL SUSTAINABILITY With an increasing concern towards ecology and global warming, consumers are favoring organic and eco-friendly textile products. Therefore, the demand of organic cotton is accelerating with brands and retailers continuing to implement long-term commitment to increase their use of organic cotton. Your Company also continues to pursue its mission for environmental excellence and constantly explores opportunities to improve ecology and the environment. RESEARCH AND DEVELOPMENT The company posses in-house R&D facilities which results in cost saving. The continuous R&D efforts enabled the company to product innovation. Company''s R&D strategy is anchored on the development and speedy commercialization of globally competitive products, processes and technologies through best-in-class research interventions backed by world-class infrastructure. It has a strong R&D cell for advanced testing laboratories. INSURANCE All the insurable assets of your Company including inventories, building, plant and machinery were adequately insured. SECRETARIAL AUDIT REPORT FOR THE YEAR 2014-15: Pursuant to the provisions of section 204(1) of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Akhilesh Singh (Membership no. A25789) Company Secretary in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as Annexure A. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS FOR THE YEAR 2014-15: The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, forms part of this Report and is annexed in the Annual Report, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. GREEN INITIATIVE FOR PAPER LESS COMMUNICATIONS: In accordance with MCA''s recent circulars bearing no.17/2011 dated 21.04.2011 and 18/2011 dated 29.04.2011, your company can mail documents and various other notices (including notice calling Annual General Meeting, Audited Financial Statements, Directors'' Report, Auditor''s Report etc) to the shareholders through electronic mode to the registered e-mail addresses of shareholders. STATUTORY INFORMATION: (A) Particulars of employees The industrial relations throughout the year under review remained cordial. As none of the employees of the Company was in receipt of remuneration in excess of the limits prescribed, hence the particulars of employees under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not given in the report. (B) Conservation of energy, technology absorption and foreign exchange earnings and outgo Particulars with respect to conservation of energy, among others, as required under Section 134(3)clause (m) of the Companies Act, 2013 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in the Annexure forming part of this Report. (C) Directors'' responsibility statement As required under clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that: 1. In the preparation of the annual accounts, the applicable accounting standards were followed and there are no material departures; 2. The Directors 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 at the end of the financial year and of the profit or loss of the Company for the period; 3. The Directors took proper and sufficient care to maintain 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. 4. The Directors prepared the annual accounts on a going concern basis. 5. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. 6. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. STATUTORY DISCLOSURES None of the Directors are disqualified under the provisions of Section164 (2) of the Companies Act, 2013. The Directors have made the requisite disclosures, as required under the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Extract of the Annual Return : The extract of the annual return in Form No. MGT - 9 shall form part of the Board''s report.. The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure C. Corporate Social Responsibility (CSR) The disclosures under Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not required to be made since clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is not applicable to the Company. However, the Company undertakes numerous initiatives towards the welfare of employees, society, environment etc. ACKNOWLEDGEMENTS Your Directors wish to place on record their appreciation of the timely support provided by the Company''s bankers, CDR cell officials, all the vendors and tie-up entities and the dedication and commitment of the employees at all levels. Your Directors convey their grateful thanks to all the Government authorities and shareholders for their continued and unstinted assistance, co-operation and patronage. We also take this opportunity to thank all the valued customers who have appreciated our products and have patronized them. For and on behalf of the Board Registered office: 19/X-1, Krishna Puram sd/- sd/- G.T. Road, Kanpur Dr M P Agarwal Devesh Gupta Date : 12th August, 2015 Chairman and Managing Director Deputy Managing Director

Director’s Report