DIRECTORS' REPORT To The Members Nylofils India Limited Dear Members, Your Directors have pleasure in presenting the 22nd Annual Report on the business and operations together with Audited Annual accounts of your Company for the Financial year ended 31st March 2014. OPERATIONS Your Company had discontinued manufacturing and trading in fishnets in the financial year 2006-2007 and cleared all the amounts due to banks / financial institutions. Board is examining various options to scale up company's business in the near future. DIVIDEND Your directors express their inability to recommend any dividend for the financial year 2013-2014 due to accumulated losses. FIXED DEPOSITS During the year the Company has neither invited nor accepted any Fixed Deposits from the public. AUDITORS M/s Rao & Kumar, Chartered Accountants, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from the Auditors that their appointment, if made, will be in conformity with Section 141 of the Companies Act, 2013. M/s. Rao & Kumar Chartered Accountants, being eligible, are recommended for re-appointment as Auditors of the Company till the conclusion of the next Annual General Meeting. DIRECTORS In accordance with the provisions of the Companies Act, 2013, read with the Articles of Association of your Company, Mr. Vetcha Venkateswara Rao, Managing Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for reappointment. Mr. Singmasetty Kishore (DIN:03608495) and Mr. Singamsetty Lova Raju (DIN:03608498), nonexecutive Independent Directors are recommended to be appointed as Independent Directors for a period of five years pursuant to Sections 149, 152 and other applicable provisions of the Companies Act, 2013. Brief profile of the above Director is provided in the report of Corporate Governance forming part of the Annual Report. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors' responsibility statement, the Board of Directors of your Company confirms that: 1. In the preparation of the annual accounts for the year ended 31st March 2013, the applicable accounting standards have been followed with proper explanations relating to material departures. 2. The Directors 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 ended on 31st March, 2013 and of the loss of the company for the year ; 3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and 4. The Directors have prepared the accounts for the financial year ended 31st March 2014 on a going concern basis. AUDIT COMMITTEE The Company constituted Audit Committee which meets the requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. LISTING OF SHARES The Equity shares of your Company are listed on Ahmedabad Stock Exchange and Bombay Stock Exchange. The shares of the Company are being traded on Bombay Stock Exchange. CORPORATE GOVERNANCE A detailed Report on Corporate Governance, Management Discussion and Analysis Report and the Certificate from the Auditors of your Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Report. PARTICULARS OF EMPLOYEES There are no employees in the Company, whose names are required to be disclosed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. E-VOTING: In terms of Section 108 of the Companies Act, 2013, Rules framed thereunder and Clause 35B of the Listing Agreement, the Company is providing e-voting facility to its shareholders in respect of all shareholders' resolutions proposed to be passed at this Annual General Meeting. APPRECIATION Your Directors take this opportunity to express their sincere appreciation and thanks to the shareholders for their continued support. For and on behalf of the Board For Nylofils India Limited V. Venkateswara Rao Managing Director DIN:03294204 K. Lakshamana Prasad Whole Time Director DIN:03294212 Place: Rajahmundry Date 26.05 2014 |