DIRECTOR'S REPORT THE MEMBERS OF KATARE SPINNING MILLS LTD. 1.Your Directors have pleaser in presenting their THIRTY FIFTH Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March,2015. 2. OPERATIONS Solar Power Project The Company has already Commissioned Rooftop Solar Power Project at hotel and has getting good benefit by way of reduction in monthly electricity bills. Considering the involment of power part in the cost of finished goods, the Company has decided to set up 1 MW power project for captive consumption and accordingly pleased to inform you that the Company has successfully commissioned 1 MW solar plant for captive consumption in the month of 22nd April 2015. This is the first net metering installation in the Maharahstra so the Company will save the cost of Rs.8.10 per unit and we expect about19 lacs units will be generated per annum so that the Company will save electricity bill substantially during the current year. 3. DIVIDEND Your Directors do not recommend any dividend for the year under report. 4. DIRECTORS (a) The Directors express their profound sorrow at the sad demise of Vijay T Katare,who was being an ardent, philanthropist, hardworking and place on record their deep sense of appreciation for the valuable services rendered by him during association as a founder Director and later on a Chairman and Executive Director of the Company prior to his demise. (b) Miss. Vidhyawati K.Katare has been appointed as an Additional Director of the Company w.e.f. 28.02.2015 pursuant to the provisions of Article 110 of the Articles of Association of the Company. Miss. Vidhyawati has been associated for a long period with the industrial family of Katare and already on the Board of other sister companies and trusty of the Charitable institution and thus has vast experience in the industrial and also social field which will be beneficial to the Company. This will also fulfill the requirement of having a woman Director on the Board of Directors under the Companies Act, 2013. She will hold office upto the date of the forthcoming Annual General Meeting and being eligible, offers herself for being appointed as a Director of the Company, liable to retire by rotation. (c) Under Article 130 of Articles of Association of the Company,Mr. S.T. Katare and Mr Y N Konda, both Directors of the company retire by rotation and being eligible offers them self for reappointment. 5. RESERVES No amount out of current year's profit was transferred to the General Reserves. 6. CORPORATE GOVERNANCE Your Company believes that Corporate Governance is a code of self discipline. In the line with this policy, the Board of Directors strongly believes that it is very important that the Company follows healthy Corporate Governance practices and reports to the shareholders the progress made on the various measures undertaken. The Corporate Governance Certificate from Statutory Auditor regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement is annexed with this report. 7. AUDITORS G. M. Pawale, chartered accountants, Solapur hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The members are requested to re-appoint them as Auditors of the Company. 8. INTERNAL FINANCIAL CONTROL: The Company has in place internal financial control systems, commensurate with the size and complexity of its operations to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances. The internal auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company. Based on the report of the internal auditor, respective departments undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions there on are presented to the Audit Committee of the Board. 9. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014, is annexed herewith separately. 10. Secretarial Audit Report: In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. Upasani and Co., Practicing Company Secretary, Dombivli (E) has been appointed Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed herewith. The report is self-explanatory however; the Company has initiated necessary steps to comply with queries mentioned under the Secretarial Audit Report as per the provisions of the Companies Act, 2013 and the Listing Agreement. 11. FIXED DEPOSITS The Company has not accepted or renewed any deposits from the public during the year under review in terms of the Companies (acceptance of deposits) Rule,2014. 12. PARTICULARS OF EMPLOYEES There are no employee drawing remuneration exceeding the limits prescribed under Section 134(3) (q) read with Rule 5 of Rules 2014 and hence no details are required to be annexed to this report. 13. SAFETY MEASURES i. INSURANCE. Your Company continued to cover all assets mainly; plant & machinery, building, materials, stock, furniture & fixtures against possible risks like fire, flood, terrorism and earthquake. ii. INDUSTRIAL RELATIONS The industrial relations at the plants of the Company during the year under review continued to be cordial throughout the year. 14. LISTING OF SHARES & SECURITIES The Company's Shares are listed on the BOMBAY STOCK EXCHANGE LIMITED 15. DIRECTORS RESPOSIBILITYSTATEMENT The Board of Directors acknowledge the responsibility for ensuring compliance with the provision of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2016 in the preparation of annual accounts for the year ended on 31st March,2015 and state that 1. In the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departures; 2. The directors had selected such accounting policies and applied them consistently and made judgment 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 covered under this report and of the profit and loss of the Company for that period. 3. The Directors had 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. 4. The Directors had prepared the annual accounts on a going concern basis. 5. The Directors had laid down internal financial control to be followed by the Company and that such internal financial control are adequate and were operating effectively: and 6. The Directors had devised proper systems to ensure compliance with the provision of all applicable laws and that such systems were adequate and operative effectively. 16. APPRECIATION Your Directors would like to place on record their appreciation for the co-operation and assistance received from the banks, for the utmost confidence reposed in the management by the shareholders and customers during the year under review. Your Directors wish to thank for the services of the executive, staff and workers of the Company at all levels for their dedication, devotion, determination and discipline. The Directors express their profound thanks to the shareholders for their continued support and goodwill and they look forward to the future with confidence. By order of the Board of Directors K .T. KATARE Managing Director (DIN No.-00645013) Solapur August 31, 2015 |