Your Directors have great pleasure in presenting the 31st Annual Report
together with the Audited Annual Accounts of the Company for the
financial year ended on 31st March, 2015.
The financial results of the Company for the year ended 31st March 2015
are as follows:
Particulars Year ended Year ended
Total Income 42.58 41.46
Operating Expenses 12.30 10.02
Profit before Finance Cost, 30.28 31.45
Depreciation & Amortisation Exp.
Depreciation & Amortization Expenses 27.61 20.54
Financial Expenses 19.58 25.74
Loss Before Tax (16.91) (14.83)
Provision for Tax 58.64 0.00
Loss after Tax (75.55) (14.83)
Less asset balances written off
in accordance with
Schedule-II of Companies Act,2013 (211.14) 0.00
Balance Brought Forward (106.34) (91.50)
Balance Carried forward (393.03) (106.34)
During the year, the turnover increased from Rs.41.46 Lacs previous
year to Rs. 42.58 Lacs current year and the Profit before Finance Cost,
Depreciation and Amortisation Expenses is down from Rs.31.45 Lacs to
30.28 Lacs. The Company incurred loss during the year of Rs.75.55 Lacs
due to provision for tax is Rs.58.64 Lacs.
With a view to strengthen the financial position of the Company in
future, yours Director''s have decided not to declared any dividend for
the period under review.
Total members deposits as on 31st March 2015 were Rs.60.96 Lacs. No
fresh of deposits were accepted during the financial year 2014-15.
There were no unclaimed deposits as at March 31,2015.
DEMATERILISATION OF SHARES
The shares in the Company are under compulsory dematerialized
trading.The Company''s ISIN No. is INE357P0I0I4. DIRECTORS
The Board comprises of 5 Directors, namely:-
Mr.Anil Kumar Khanna - Chairman & Managing Director
Mr.V.K.Batra - Independent Director
Mr.Vipin Bali - Independent Director
Mr. Kapil Dutta. - Independent Director
Mrs.Vimal Kumari - Independent Director (Woman Director)
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr.Anil Kumar Khanna, Chairman
& Managing Director (DIN: 00207839) of the Company retire by rotation
and being eligible, offers himself for reappointment.
Mrs.Vimal Kumari appointed on 26.5.2015 as a Additional Director (Woman
Director) of the Company. Mr. Mr.Kapil Dutta is the Chairman of the
Audit Committee. The terms of reference of the Audit Committee have
been laid down by the Board at its meeting constituting the committee,
held on 26.05.2015.
All the Independent Directors have given Declaration that they meet
criteria of Independence as laid down U/s 149(6) of the Companies Act,
2013 and Clause No.49 of the ListingAgreement.
DIRECTORS'' RESPONSIBILITY STATEMENT
In pursuance of Section 134 of the Companies Act, 2013 the directors,
based on the representation received from the operation management,
confirm that :
(i) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) They 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 2014-15 and of the profit
or loss of the company for that period;
(iii) They 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;
(iv) They have prepared the annual accounts on a going concern basis.
(v) They have laid down internal financial controls to be followed by
the company and that such internal financial controls are adequate and
were operating effectively.
(vi) They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
The Statutory Auditors of the Company M/s.J.P. Chawla Chartered
Accountants LLP Delhi (Firm Registration No.001875N) who were appointed
as Statutory Auditors by the members for five years. Their appointment
would be ratified at the ensuing Annual General Meeting.
The observations of the Auditors and the relevant notes on the accounts
are self-explanatory and therefore do not call for any further
The Board of Directors of your Company has re-appointed R.R.CA & Co.,
Chartered Accountants as Internal Auditors pursuant to the provision of
Section 138 of the Companies Act, 2013 for the financial year 2015-16.
The Board had appointed M/s. Choudhary Pankaj & Associates, Company
Secretaries, Delhi as Secretarial Auditor pursuant to the provisions of
Section 204 of the Companies Act, 2013. The Report of the Secretarial
Auditors annexed to the Report as per Annexure ''A''. There is a
qualification in the Report that Company did not appoint Woman Director
upto 31st March, 2015.
The Management clarified that, it was in search for appointment of a
Woman Director on the Board of the Company and appointed Mrs.Vimal
Kumari as Woman Director w.e.f. 26th May, 2015.
CORPORATE SOCIAL RESPONSIBILITY
With the enactment of the Companies Act, 2013 and the Companies
(Corporate Social Responsibility) Rules, 2014 read with various
clarifications issued by the Ministry of Corporate Affairs every
Company having the netwroth of Rs.500 Crores or more turnover of
Rs.1000 crores or more or net profit of Rs.5 Crore or more during any
financial year have to spend at least 2% of the average net profit of
the Company made during the three immediately preceding financial
In pursuance of the Companies Act, 2013 and the Companies (Corporate
Social Responsibility) Rules, 2014, the above rules are not applicable
to the company during the year as the company does not have adequate
REPORT ON CORPORATE GOVERNANCE:
The Company endeavors to attain highest values of Corporate
Standards.The Company has adhered to the requirements set out by the
Securities and Exchange Board of India''s Corporate Governance practices
and has implemented all the stipulations prescribed, in the Clause 49
of the Listing Agreement with Stock Exchanges.The Report on Corporate
Governance as stipulated under Clause 49 of the Listing Agreement forms
part of this Annual Report.
A requisite certificate from the Statutory Auditors of the Company, M/s
J.P. Chawla & Co., Chartered Accountants, confirming compliance with
the conditions of Corporate Governance as stipulated under the
aforesaid clause 49, is attached to the Corporate Governance Report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
Provisions of Section 186 of the Companies Act, 2013 are given in the
accompanying Financial Statements.
RELATED PARTY TRANSACTIONS
None of the transactions with any of related parties were in conflict
with the Company''s interest. Suitable disclosure as required by the
Accounting Standards (ASI8) has been made in the notes to the Financial
All related party transactions are negotiated on an arms-length basis
and are in the ordinary course of business. Therefore, the Provisions
of Section 188(1) of the Companies Act, 2013 has been in compliance.
Further the board of the company has given its approval to transaction
with the related parties.
The details of the transaction with Related Party are provided in the
accompanying financial statements-notes to the accounts.
COMPLIANCE UNDER THE COMPANIES ACT, 2013 AND ADDITIONAL SEBI
The Companies Act 2013 came into force substantially from Ist April,
20I4.Also, SEBI in its master circular dated 17th April, 2014 notified
additional requirements on corporate governance which will be effective
from Ist October, 201. The Act and the SEBI Stipulations set the tone
for a more modern legislation which enables growth, greater regulation
and self governance of India''s corporate sector. The Act and SEBI''s
requirements are expected to improve corporate governance norms,
enhance the accountability and protect the interests of investors,
particularly small ones.
These requirements substantially increase the compliance requirements
for companies. The Company is taking all the necessary steps to be
compliant with the Act within the time stipulated.
Ms.Shipra Chugh, Company Secretary and Compliance Officer has been
resigned w.e.f. 24lh June, 2015. The Company is making it''s efforts to
appoint the new Company Secretary as early as it find the suitable
Brief description of terms of reference
The role and the powers of the Audit Committee are as per the
guidelines set out in the Listing Agreement with the Stock Exchanges.
The Committee also acts as a link between the auditor and the Board of
Directors. The Committee meets the auditors periodically and reviews
the quarterly/ half yearly and annual financial statements and
discusses their findings and suggestions and seeks clarifications
Composition of the Committee and category of Directors
Mr. Kapil Dutta Independent Director
Mr.Anil Kumar Khanna Non Independent Director
MrVipin Bali Independent Director
Mrs.Vimal Kumari Independent Director (Woman Director)
Mrs. Vimal Kumari appointed on 26.5.2015 as a Additional Director
(Woman Director) of the Company. Mr. Kapil Dutta is the Chairman of the
Committee. The terms of reference of the Audit Committee have been laid
down by the Board at its meeting constituting the committee, held on
NOMINATION AND REMUNERATION COMMITTEE
Composition of the Committee and category of Directors as decided by
the Board of Directors.
MrVipin Bali - Chaiman - Independent Director
Mr. Kapil Dutta - Member - Independent Director
Mr.V.K.Batra - Member - Independent Director
STAKEHOLDERS RELATIONSHIP COMMITTEE
Composition of the Committee and category of Directors as decided by
the Board of Directors.
Mr.V.K.Batra - Chairman - Independent Director
MrVipin Bali - Member - Independent Director
Mr. Kapil Dutta - Member - Independent Director
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
Fraud-free and corruption-free work culture has been the core of the
Company'' functioning. In view of the potential risk of fraud and
corruption due to rapid growth and geographical spread of operations,
the company has put even greater emphasis to address this risk.
To meet this objective a Whistle Blower Policy has been laid down. The
same policy as approved by the Board was uploaded on the Company''s
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. There were no
complaint received from any employee during the financial year 2014-15
and hence no complaint is outstanding as an 31.3.2015 for compliance.
CONSERVATION OF ENERGY
The Company does not belong to the category of power intensive
industries and hence consumption of power is not significant. However,
the management is aware of the importance of conservation of energy and
also reviews from time to time the measures taken/ to be taken for
reduction of consumption of energy.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Total foreign exchange earned : Rs. Nil
Total Foreign exchange used : Rs. Nil
PARTICULARS OF EMPLOYEES
None of the Employees of the Company was in receipt of remuneration,
which was more than the limits as prescribed under Section 197(12) of
the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014 and hence no
particulars are required to be disclosed in this Report.
Threats, Risk & Concerns
On exports front, there are both positive and negative factors.
Positive factors include the weak currency and decreasing cost
competitiveness of China that are likely to give positive impetus to
the Indian exports.At the same time, factors like slowdown and
uncertainty in the global markets, volatile foreign exchange rates and
increase in cotton and yarn prices are likely to negatively affect
growth and profitability for the textile exports. Interest expenses are
part of the finance costs, therefore any major upward fluctuations in
the Interest rates leads to increase in the cost of debt of the
Company. The interest rate risks are mitigated to an extent through
fixed interest rates on the non convertible debentures.
The biggest challenge facing the Indian textile industry is competition
from the other low cost neighbouring countries which attract more
business from the international market because of lower production
costs, ease in doing business and easier trade routes, according to an
Research & Development (R&D)
Your Company continues to derive sustainable benefit from the strong
foundation and long tradition of Research & Development (R&D), which
differentiates it from many others. New products, processes and
benefits flow from work done by he team of in house designers . This
allows us to enhance quality, productivity and customer satisfaction
through continuous innovation. In order to successfully carve a niche
of our own we need to develop a vital competitive edge in the design
development to stay ahead of the competition.
Human Resource Development /Industrial Relation
Human resource is the biggest asset of the Company and it remains one
of the core focus areas of the Company.The Management of the Company
lays special emphasis on the welfare of its employees and training,
welfare and safety measures are undertaken on a regular basis. The
Company has a well qualified and experienced team of professionals with
a dedicated human resource department, which is competent to deliver
when needed. The Company aims to provide a congenial work environment
that respects individuals and encourages professional growth,
innovation and superior performance. In the years, we have transformed
our structure to enable us to move faster, innovate better . This
initiative has assisted in achieving operating efficiencies and
resulted in enhancing overall productivity levels within the company.
Environment .Occupational Health & Safety
Company''s Environment, Health & Safety (EHS) strategies are directed
towards achieving the greenest and safest operations by optimising
natural resource usage and providing a safe and healthy workplace.
Systemic and structured efforts continue to be made towards natural
resource conservation by continuously improving resource-use
As we continue to bring about energy efficiencies in our operations, we
also strive to substitute our energy consumptions with increased
component of renewable energy. The Plant of the Company is eco-friendly
and do not generate any harmful effluents. Safety devices have been
installed wherever necessary.
Risk Management System
Management of the Company maintains adequate internal control system
which is designed to provide reasonable assurance that assets are
safeguarded and transactions are rightly executed and recorded in
accordance with management authorization and accounting policies. All
the records are adequately maintained for preparation of financial
statements and other financial information. Apart from internal
controls, the Company also audits the efficiency and security of its
operations, its information technologies and data, in accordance with
the global standards.
Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing
Your Directors are pleased to place on record their sincere gratitude
to the Government, Financial Institutions, Bankers and Business
Constituents for their continued and valuable co-operation and support
to the Company. They also take this opportunity to express their deep
appreciation for the devoted and sincere services rendered by the
employees at all levels of the operations of the Company during the
For and on Behalf of Board
Date: 13 August, 2015 (Anil Kumar Khanna)
Place: New Delhi (Anil Kumar Khanna)