| Description of state of companies affair Operations and the state of company’s affairs The company has reported Total Income Rs. 18,256,908,332/- for the current year as compared to Rs. 15,603,217,663/- in the previous year. The Net Profit for the year under review amounted to Rs. 553,488,859 /- in the current year as compared to Rs. 278,435,477 /- in the previous year. Details regarding foreign exchange earnings and outgoc) Foreign Exchange Earnings/ Outgo: Earnings 2,850,876,860 Outgo 698,350,911 Disclosure in board of directors report explanatoryDIRECTORS’ REPORT FOR THE FINANCIAL YEAR 2017-2018
To,
The Members,
SANATHAN TEXTILES PRIVATE LIMITED,
KOLKATA
Your directors have pleasure in presenting their 13th Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31st March, 2018.
Financial Performance of the company
During the year under review, performance of your company as under:
Particulars | Year ended 31st March 2018 | Year ended 31st March 2017 | Revenue from operation | 18,228,921,482 | 15,399,257,329 | Other Income | 27,986,850 | 203,960,334 | Total income | 18,256,908,332 | 15,603,217,663 | Profit before Financial Expenses, Preliminary expenses, Depreciation and Taxation | 2,104,127,701 | 1,650,103,715 | Less: Financial expenses | 415,490,838 | 514,651,536 | Operating profit before Preliminary expenses, Depreciation & Taxation | 1,688,636,863 | 1,135,452,179 | Less: Depreciation & Preliminary expenses, written off | 779,961,133 | 739,713,650 | Profit before Taxation | 908,675,730 | 395,738,529 | Less: Provision for Taxation
-Current Tax
-MAT Tax Entitlement
-Deferred Tax
- Earlier year |
200,000,000
(168,105,010)
320,953,917
2,337,964
|
85,000,000
(73,211,628)
105,145,572
369,107
| Profit after Taxation | 553,488,859 | 278,435,477 | Add: Surplus in P/L Account | 27,505,519 | 49,070,042 | (Less): Depreciation adjustment as per C A 2013 | -- | 0 | (Less): Transferred to General Reserves | 575,000,000 | 300,000,000 | Accumulated profits transferred to balance sheet | 5,994,377 | 27,505,519 |
Operations and the state of company’s affairs
The company has reported Total Income Rs. 18,256,908,332/- for the current year as compared to Rs. 15,603,217,663/- in the previous year. The Net Profit for the year under review amounted to Rs. 553,488,859/- in the current year as compared to Rs.278,435,477/- in the previous year.
Change in nature of business, if any
There is no change in the nature of business of Company.
Dividend
In view of the planned business growth the directors deem it proper to preserve the resources of the company for its activities and therefore, do not propose any dividend for the financial year ended March 31, 2018.
Amounts Transferred to Reserves
The Company has transferred Rs. 575,000,000 to its General Reserve; the accumulated General Reserve at the end of the financial year is Rs. 2,350,000,000/-
Changes in Share Capital, if any
There is no change in the Share Capital of the Company in the current year 17-18.
Disclosure regarding Issue of Equity Shares with Differential Rights
No such shares issued during the year under review.
Disclosure regarding issue of Employee Stock Options
No such shares issued in terms of Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014).
Disclosure regarding issue of Sweat Equity Shares
No such shares issued as specified in Rule 8(13) of Companies (Share Capital and Debenture Rules, 2014).
Extract of Annual Return
The extract of Annual Return, in format MGT -9, for the Financial Year 2017-18 has been enclosed with this report.
Number of Board Meetings
During the Financial Year 2017-18, the Board of Directors met on 15 (Fifteen) times which is in compliance of section 173 of Companies Act, 2013.
Particulars of Loan, Guarantees and Investments under Section 186
During the year under review, the company has not advanced any loans, given guarantee, made investments.
Particulars of Contracts or Arrangements with Related Parties
All related party transactions that were entered into during the financial year ended 31st March, 2018
were on an arm’s length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted. Further, there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.
Statutory Auditor and Audit report
NARENDRA KOCHAR & Co., Chartered Accountants, Statutory auditors of the Company having registration number FRN NO.315201E which was appointed on 30/09/2015 to hold office until the conclusion of Annual General Meeting held in the year 2020. The Company has received a certificate from the statutory auditors to the effect that their re-appointment, if made, would be within the limits prescribed.
There is no qualification or observation or remarks made by the Auditors in their Report.
Risk Management
Your Directors periodically reviewed and identified the element of risk, if any, which may threaten the existence of the company. During the year, no such risk exists.
Human Resources
Your company treats its “Human Resources” as one of its most important assets. Your company continuously invests in attraction, retention and development of talent on an ongoing basis.
Internal Financial Control
The internal financial controls with reference to the Financial Statements are commensurate with the size, operations and nature of business of the company.
Material Changes Affecting the Financial Position of the Company
There have been no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statement relate and the date of the report.
Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo
The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:
a)Conservation of Energy: | NIL | b)Technology Absorption: | NIL |
c) Foreign Exchange Earnings/ Outgo:
Earnings | 2,850,876,860 | Outgo | 698,350,911 |
Details of Subsidiary, Joint Venture or Associates
As on 31st March 2018, the company does not have any subsidiary.
Details of Directors and Key Managerial Personnel
No Director/ KMP resigned or was appointed in the current F.Y 17-18
Details of significant & material orders passed by the regulators or courts or tribunal
During the year under review, there have been no such significant and material Orders passed by the Regulators or Courts or Tribunal impacting the going concern status and company’s operations in future.
Deposits
The Company has taken unsecured loan from its Director and Relatives of Director for Rs282,905,000 and it remains outstanding as on 31st march, 2018 which is in compliance of section 73 of the Companies Act 2013 read with notification dated 15TH September 2015 Companies (Acceptance of Deposits) Second Amendment Rules, 2015.
Declaration by Independent Director
The Company was not required to appoint Independent Directors u/s 149(4) of CA, 2013 and Rule 4 of the Companies (Appointment and Qualifications of Directors) Rules, 2014. Hence no declaration has been obtained.
Secretarial Audit Report
No such report is required in our Company.
Corporate Social Responsibility (CSR) Policy
PARESH KUMAR V DATTANI, AJAY KUMAR V DATTANI and DINESH KUMAR V DATTANI Directors of the company constituted the CSR Committee as it falls within purview of Section 135(1) of the CA, 2013 and hence it is required to formulate policy on Corporate Social Responsibility. The details of the expenditure are attached below as annexure –A.
Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013
No such cases found during the financial year under review.
Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:
in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;
the directors had 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 as at 31st March, 2018 and of the profit /loss of the Company for that period;
the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
the directors had prepared the annual accounts on a going concern basis;
The Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to laying down internal Financial controls is not applicable to the Company.
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.
Particulars of Employees
None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of managerial Personnel) rules, 2014
Acknowledgment
The Directors express their sincere appreciation to the valued shareholders, bankers and clients for their support
Place-KOLKATA | For and on behalf of the Board of Directors | Date-01/09/2018 |
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VALLABHDAS VRAJDAS DATTANI
(DIRECTOR)
DIN: 00163794
Annexure -A
CSR ACTIVITIES REPORT
Sl.
No. |
Particulars
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Remarks
| 1. | Period for which CSR is being reported | 01-04-2017 to 31-03-2018 | 2. | (a) Whether information includes information about subsidiary
company(s) | No |
| (b) If yes, then indicate number of such subsidiary company (s) | N. A. | 3. | (a) Whether information includes information about any other
Entity (s) (e.g. supplies, value chain etc.) | No |
| (b) If yes, then indicate number of such entity (s) | N. A. | 4. | (a) Does the company have a written CSR policy ( If yes, attach a
copy ) | Yes |
| (b) Brief contents of the CSR policy including Overview of
projects or preforms proposed to be undertaken and a Web
link to the CSR policy , projects or programmes undertaken |
| 5. | The Composition of the CSR Committee | Mr. Dinesh Kr V Dattani
Mr. Paresh Kr V Dattani
Mr. Ajay Kr V Dattani | 6. | Average net profit of the company for last three financial years. (395,738,529 +72,758,983 + 87,678,795/3) | Rs. 185,392,102/- | 7. | Prescribed CSR Expenditure ( two per cent. of the amount as in item 6 above ) | Rs. 3,707,842/- | 8. | Details of CSR spent during the financial year. | Rs. 3,710,000/- |
| (a) Total amount to be spent for the financial year. | Rs. 3,707,842/- |
| (b) Amount unspent, if any ; | Rs. (2,158) |
| c) Manner in which the amount spent during the financial year is detailed below |
The company has contributed a sum of Rs. 3,710,000 /- to Dattani Foundation for carrying out its CSR activities, as mentioned in Schedule VII of the Act.
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Sl.
No. | CSR project or activity
identified
| Sector in
which the
Project is
covered | (4) | (5) | (6) | (7) | (8) |
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| Projects or
programs
(1) Local area or other (2) Specify
the State and district where
projects or programs was undertaken | Amount
outlay
(budget)
project or
programs
wise
| Amount spent on the projects
or programs
Sub-heads :
(1) Direct
expenditure
on projects
or programs.
(2) Overheads | Cumulative
expenditure
up to the
reporting
period | Amount
spent : Direct
or through
implementing
agency | 1. | DATTANI
FOUNDATION | HEALTH CARE | DADRA AND NAGAR
HAVELI
| DADRA AND NAGAR
HAVELI
| Rs. 3,710,000 | Rs. 3,710,000 | By Trusts/Societies/ Section 8 company set up by Central or State Government or entities establish |
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In case the company has failed to spend the two per cent. of the average net profit of the last three financial years or any part thereof, the reasons for not spending the amount in its Board report.
A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company.
For Sanathan Textiles Pvt. Ltd.
( Director )
DIN : 00163794 Disclosures in director’s responsibility statementDirectors Responsibility Statement In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that: a) in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) the directors had 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 as at 31st March, 2018 and of the profit /loss of the Company for that period; c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) the directors had prepared the annual accounts on a going concern basis; e) The Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to laying down internal Financial controls is not applicable to the Company. 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. |