REPORT OF THE DIRECTORS TO THE SHAREHOLDERS We present herewith our Annual Report along with the Audited Accounts of the Company for the year ended March 31, 2015. REVIEW OF KEY BUSINESS MATTERS The Indian macro-economic outlook is turning positive with a marked decline in inflation and a comfortable external position helped by positive government policies and fall in global crude oil prices. Changes adopted in GDP reporting based on an updated base year, wider coverage of goods and services and the inclusion of tax data showed a more robust economic performance than projected earlier, with initial estimates for 2014-15 showing growth accelerated to 7.4% as industry and service sectors expanded. GDP growth is projected at 7.8% in 2015-16 and expected to further rise to 8.2% by 2016-17. Government efforts towards regulating general inflation, a pro-investment attitude, improvement in fiscal and current account deficit, and movement on resolving structural bottlenecks are steps in the right direction. A global economic slowdown, barring some positive signs in U.S.A., does however create stresses and increases complexities in our economic environment. Challenges to economic prospects include possible rise in oil prices, uncertain monsoons, and slow revival of customer confidence. Despite improving fundamentals in, and continuing strong potential, of our economy, the financial year was marked by generally weak customer sentiment. Globally, the woollen textiles market also continued to be depressed. Some traditionally strong U.S. businesses remained weak buyers due to their own reorganisation/ restructuring. Increasing competition from synthetic fabrics and cotton, and cheaper supplies from China, worked to influence customer preference in their favour. A marked shift to ready-mades is also impacting overall superior fabric demand at home. Wool and polyester prices were soft during the year aided by a relatively stable rupee. In these overall conditions the Company could achieve a revenue from operations of Rs.132 crores against Rs.150 crores last year. Domestic volumes were marginally lower. Export sales were lower by 30% and were also impacted by the fall in the value of the Euro, rendering some exports uneconomic. Average sales realisations improved due to a richer wool product-mix. Costs and overheads were largely controlled and operational efficiencies improved. The Company continues to take steps to broaden its markets and take measures to improve operations, trim overheads and strengthen liquidity. DIRECTORS & KEY MANAGERIAL PERSONNEL Sri C.L. Rathi, non-executive (non-independent) Director, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. In terms of Section 149 and other applicable provisions of the Companies Act, 2013 (hereinafter "the Act"), at the Sixty-fourth Annual General Meeting held on September 5, 2014, Sri A.C. Mukherji and Sri G. Momen were appointed as Independent Directors to hold office until the third consecutive Annual General Meeting of the Company and Sri S. Ragothaman and Sri Bharat Anand were appointed as Independent Directors to hold office until the conclusion of the fifth consecutive Annual General Meeting of the Company i.e. until the conclusion of the Sixty-seventh/Sixty-ninth Annual General Meetings of the Company respectively. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013. Upon completion of his term on December 31, 2014, the Board on the recommendation of the Remuneration & Nominations Committee, re-appointed Sri C. Bhaskar as Managing Director & Chief Executive Officer, for a period of three years w.e.f January 1, 2015. The Members of the Company at the Extraordinary General Meeting of the Company held on March 25, 2015 approved the aforesaid appointment and remuneration payable to Sri Bhaskar as Managing Director & Chief Executive Officer. Sri Satish Shah was during the year designated as the Chief Financial Officer of the Company under the provisions of the Act. During the year, five Board Meetings were held as per details in the annexed Corporate Governance Report. SHARE CAPITAL Pursuant to the approval of Members at the Extraordinary General Meeting held on March 25, 2015, the Company with a view to strengthen the long term resource base of the Company, including to meet working capital requirements, issued on Private Placement basis under Section 42 and other applicable provisions of the Act, 10,00,000 - 8% Non-Convertible Redeemable Preference Shares of Rs. 100/- each for cash at par against which 5,00,000 - 8% Non-Convertible Redeemable Preference Shares of Rs. 100/-each aggregating to Rs. 5 Crores were allotted in the first tranche before the year end. The funds received have been utilised for the aforesaid purpose. The said shares are redeemable at par at the end of 10 years from the date of allotment viz. March 27, 2015 or earlier at the option of the Company. STATUTORY INFORMATION AND OTHER MATTERS Information as per the requirements of the Act, our report on Corporate Governance alongwith the Auditors' Certificate on Compliance and the Managements' Discussion & Analysis Report form part of this report and are annexed hereto. The extract of the Annual Return in Form MGT-9 is attached herewith. The Board has, on the recommendation of the Remuneration & Nominations Committee, framed a Policy for appointment and remuneration of Directors and Senior Managerial Personnel as well as criteria for determining independence and other relevant matters (policy and criteria annexed herewith). Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board carried out annual evaluation of its performance, and of individual Directors (including independent) as well as the evaluation of its Audit, Remuneration and Nominations, and Stakeholders Relationship Committees. The concerned Director did not participate in the meeting while being evaluated. A questionnaire was circulated to all the Directors. The Remuneration and Nominations Committee also evaluated the performance of every Director. The evaluation of the Chairman of the Board and the non-independent Directors was also carried out at the separate meeting of the Independent Directors. The information on Conservation of Energy, Technology absorption, foreign exchange earnings and outgo is annexed hereto. The Company has a system of periodical review of business risks. The Audit Committee and the Board are informed about the risks identified, assessment thereof and minimization procedures and identification of elements of risks which in the opinion of the Board may threaten existence of the Company. The Company has an internal control system commensurate with its size of operations. The internal audit function is carried out by an external agency which report to the Chairman of the Audit Committee. During the course of internal audit, the efficacy and adequacy of internal control systems of the Company is also evaluated. Based on the reports, corrective actions are taken and the controls strengthened. The Company has no subsidiary, joint venture or associate company. The Company has not invited/accepted any Fixed Deposits under Chapter V of the Act and there are none outstanding on March 31, 2015. The Company has not granted any loan or issued any guarantee or made any investment to which the provisions of Section 186 of the Act apply. All transactions with related parties during the year were in the ordinary course of business on an arm's length basis. There are no such material transactions entered into by the Company which may have a potential conflict of interest with that of the Company and to which Section 188(1) of the Act applies and thus, disclosure in Form AOC-2 is not required to be annexed. In accordance with the provisions of the Act and Clause 49 of the Listing Agreement, all Related Party Transactions are placed before the Audit Committee for approval or for omnibus approval as necessary. The statement of all such transactions entered into is placed before the said Committee for their review. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at the link <http://digjam.co.in/pdf/RPTpolicy.pdf> There are no significant and material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations. The Audit Committee constituted by the Company meets the requirement of Section 177 of the Act and Clause 49 of the Listing Agreement; details of its composition are furnished in the Corporate Governance Report. There was no instance during the year where the Board had not accepted any recommendation of the Audit Committee. The Company has a vigil mechanism for Directors and employees to report genuine concerns in accordance with the Whistle Blower Policy; no employee is denied access to the Audit Committee in this regard. The said Policy provides for safeguards through Protected Disclosures against victimization of persons who use such mechanism, and is displayed on the Company's website. The details of the Whistle Blower Policy are also annexed herewith. The Company had, before the Act came into force, already constituted a committee on Corporate Social Responsibility (CSR), the details of which are furnished in the Corporate Governance Report. While the statutory requirements on spending are not applicable to the Company in view of loss/inadequate profit, small steps have always been taken by the Company for social and inclusive development in its local area; however given the relatively small size and geographical spread, it has not been practical to yet undertake any significant projects beyond these. The CSR Policy of the Company is annexed herewith. Information required pursuant to Section 197 of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed. The Company has set up a Committee to look into the complaints under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and no complaint relating to sexual harassment at work place has been received during the year. The Managing Director & Chief Executive Officer and the Chief Financial Officer have certified as per the requirements of Clause 49(IX) of the Listing Agreement which has been reviewed by the Audit Committee and taken on record by the Board. Having taken reasonable and bonafide care pursuant to Section 134(5) of the Act, the Directors indicate that (a) in the preparation of annual accounts, the applicable Accounting Standards had been followed alongwith proper explanations relating to material departures; (b) the Directors had selected such accounting policies and applied them consistently and made judgements 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 and of the loss of the Company for the year; (c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the Directors have prepared the annual accounts on a going concern basis; (e) 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; and (f) 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. AUDITORS' OBSERVATIONS The observations of the Auditors regarding advances towards building are explained in the Note No. 12 to the Accounts; necessary legal steps have been initiated by the Company to get possession of the said building/recovery of amounts paid along with interest, and the advances are considered good. NSE had advised the Company, based on recommendation of the Qualified Audit Review Committee of SEBI, to suitably rectify the qualification in this regard and the Company had responded to the same. The matter is sub-judice and the arbitration is presently at the stage of final arguments; the Company continues to take appropriate steps based on professional/legal advice. AUDITORS M/s Deloitte Haskins & Sells, Chartered Accountants, had been appointed as the Statutory Auditors of the Company at the Sixty-fourth Annual General Meeting held on September 5, 2014 to hold office until the conclusion of the Sixty-seventh Annual General Meeting of the Company i.e. for a term of three years. As provided in Section 139 of the Act, the said appointment is being placed for ratification at the forthcoming Annual General Meeting. The Company had appointed M/s N.D. Birla & Co., Cost Accountants, Ahmedabad, to audit the cost accounts of the Company for the year ended March 31, 2014 and the Cost Audit Report for the said year had been e-filed in the XBRL format by the Cost Auditor on September 3, 2014, well within the due date. Further, the Board has, on the recommendation of the Audit Committee, appointed the said Cost Accountants for audit of cost records of the Company for the year ending March 31, 2016. In terms of Section 148(3) of the Act, the remuneration payable to them is required to be approved at the forthcoming Annual General Meeting. Pursuant to the provisions of Section 204 of the Act, the Company had appointed Sri Viral Sanghavi (Proprietor: Viral Sanghavi & Associates), Practising Company Secretary, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is attached herewith. ACKNOWLEDGEMENTS We place on record our sincere appreciation of the valuable cooperation and support received at all times by the Company from its bankers, other stakeholders, concerned Government Departments, other authorities, its channel partners, employees and shareholders. For and on behalf of the Board Sidharth Birla Chairman New Delhi May 30, 2015 |