The Directors have pleasure in presenting the 40th Annual Report on the operations of the Company together with the Audited Statement of Accounts for the financial year ended on March 31, 2015.
1. FINANCIAL RESULTS
(Amt in Rs)
For the year For the year ended ended Particulars 31-03-2015 31-03-2014
Net Sales and other Income 22,338,238 22,651,690
Total Expenditure 30,853,536 33,327,352
Profit/ (Loss) before interest, depreation & prior (8,515,298) (10,675,662)
Interest 2,754,580 2,755,845
Depreciation 3,816,122 3,723,183
Prior Period Adjustments 0.00 0.00
Net Profit/ (Loss) before Tax (15,086,000) (17,154,690)
Provision for FBT 0.00 0.00
Net Profit/ (Loss) after tax (15,086,000) (17,154,690)
During the year the Company has achieved net sales of Rs. 2.23 Crores as against Rs. 2.27 Crores in the previous year. The Company has incurred a net loss of Rs. 1.51 Crores during the year as against loss of Rs. 1.72 Crores in the previous year.
During the period under review, the Company has produced 18944 square meters of carpets and sold 26548 square meter of carpets.
Owing to rationalization of work force and implementing measures for rehabilitation, the Company could achieve improved performance. On completion of restructuring and grant of relief package as proposed by the Company to BIFR, OA and concerned parties the performance is expected to further improve.
3. REFERENCE BEFORE BIFR
The Company pursuant to the directives of BIFR, New Delhi in last hearing had submitted comprehensive proposal rehabilitation seeking need based relief and concessions for expeditious revival of the Company. Punjab National Bank the Operating Agency has discussed the proposal in Joint meeting and forwarded its report that on conversion of Inter Corporate Deposits into equity and on grant of relief and concession, the Company's net worth is expected to be positive on implementation of the rehabilitation of the rehabilitation scheme.
4. DIVIDEND
In view of accumulated losses suffered by the Company, your Directors have not recommended any dividend for the financial year ended March 31, 2015.
5. AUDITORS Statutory Auditors
M/s. LKM & Co., Chartered Accountants, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Members are requested to re-appoint M/s. LKM & Co., Chartered Accountants as the Statutory Auditors of the Company.
Secretarial audit
Secretarial Audit Report dated 29th May, 2015 by Roy Jacob & Co., Practicing Company Secretary (CP no.8220) is attached herewith as an 'Annexure B' to this Report. The report does not contain any qualification.
6. AUDITORS REMARKS
With respect to the Auditor's qualification, we wish to inform you that the promoters have proposed to convert ICD into equity shares of the Company. Hence non provision of Interest and other observations are self explanatory. The Company had proposed payment of overdue liabilities in suitable installments seeking relief and concessions as per prevailing guidelines in scheme submitted to BIFR, New Delhi.
7. CORPORATE GOVERNANCE REPORT
As per SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014 Clause 49 of the Listing Agreement is not applicable to the Company as the Paid up- Capital of the Company is less than Rs. 10 Crores and the Net worth is less than Rs. 25 Crores. But still your Company follows Corporate Governance of highest standards.
8. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of the Company state as under that:
1. In the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;
2. The selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company for the financial year ended March 31, 2015 and the Loss of the Company for the financial year ended March 31, 2015.
3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. The annual accounts have been prepared on a 'going concern' basis;
5. Internal financial controls had been laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
6. Proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
9. Board of Directors, Evaluation Etc.
The Board met four times during the financial year 2014-15.
Appointment / Resignation of Directors
Shri Satyanarayan Baheti and Shri Harish Kori are appointed as Additional Directors by the Board of Directors of the Company at its meeting held on 29th May, 2015. Their office expires at the ensuing Annual General Meeting and the Company has received notice under section 160 of the Companies Act, 2013 proposing their candidature for Directorship along with the deposit as prescribed thereunder. They are eligible for being appointed as Directors at the ensuing Annual General Meeting and it is proposed to appoint Shri Satyanarayan Baheti and Shri Harish Kori as Independent Directors with a fixed tenure of 5 (five) years subject to approval of shareholders at the ensuing general meeting in term of Section 149 of the Companies Act, 2013.
Shri Purushottam Sharma, Director of the Company, retire by rotation and being eligible offer himself for re-appointment.
Shri Raminder Singh Juneja resigned as Director of the Company.
10. PUBLIC DEPOSITS
The Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under.
11. RELATED PARTY TRANSACTIONS
There are no related party contracts, arrangements or transactions of the nature mentioned in sub-section (1) of Section 188 of the Companies Act, 2013 which are not at arm's length and during the year under review the Company did not enter into any related party contracts, arrangements or transactions which are at arm's length.
12. EXTRACT OF ANNUAL RETURN
Extract of Annual Return in Form MGT - 9 is attached as 'Annexure A' to this Report.
13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.
14. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the year under review, the Company has not given loans, guarantees or investments under Section 186 of the Companies Act, 2013. The details of the investments made by the Company are provided in the accompanying financial statements.
15. EMPLOYEES' SAFETY
The Company is continuously endeavoring to ensure safe working conditions for all its employees.
16. DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION), RULES, 2014
The information required pursuant to Section 197 read with Rule 5(1) of the Companies(Appointment and Remuneration),Rules, 2014 in respect of employees of Company & Directors is attached as 'Annexure C'.
17. PARTICULARS OF EMPLOYEES
None of the employees is in receipt of remuneration for the year, which in aggregate was more than the prescribed limit in terms of Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014 during the year ended March 31, 2015.
18. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company enjoyed harmonious relations with the employees throughout the year.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
a) Conservation of Energy
The operation involves low level of energy consumption. Wherever possible energy conservation measures have already been implemented. However, efforts to conserve and optimize the use of energy through improved methods and other measures will further continue.
b) Absorption of Technology
The Technology has been fully absorbed by the Company.
c) Foreign Exchange Earnings & Outgoings
During the year under review, details of Foreign Exchange earnings and outgo are as follows:
Foreign Exchange Earnings : NIL (In Indian Rupees)
Foreign Exchange Outgo : NIL (In Indian Rupees)
19. Personnel
Your Directors place on the record their appreciation of the contribution made by the employees at all levels who, through their competence, diligence, solidarity, co-operation and support, have enabled the Company to achieve the desired results during the period.
20. Acknowledgements
Your Directors acknowledge with gratitude the continuing co-operation and assistance rendered by the Central Government, State Government, Financial Institutions, Banks, Suppliers and other organizations in the working of the Company.
The Directors also wish to place on record their deep sense of appreciation for the dedicated services rendered by the officers, staff and workmen of the Company.
The Board takes this opportunity to express its deep gratitude for the continuous support received from the shareholders.
By order of the Board of Directors
Place: Bulandshahar Arun Singhi Purushottam Sharma Dated: 29th May, 2015 Director Director