DIRECTORS REPORT The Member's Your Directors have pleasure in presenting their 2131 Annual Report on the business and operations of the Company and the accounts tor the Financial Year ended March 31,2015 FINANCIAL HIGHLIGHTS AND OPERATION The Key highlights pertaining to the business of die company for the year 2014-15 and period subsequent there to have been given hereunder. • In view .if the result for [he financial year company turnover has been remarkable increase by 11% but profit was decrease by7I%. Due to the cficet of Depreciation as per Companies Act-2013 otherwise company has been performed very well in this year and Board of directors are hopeful that they will increase the turn over as well as profit even in this recession and stiff competition in the processing sector. The directors are fully hopeful to achieve better results in future years. • Company has taken the expansion in this year by adding an imported machine Comfit Finish Range machine for better finishing. Board of Director has taken a very big step by adding 100% cotton labile processing in company for this they added Fully Automatic Yamuna Hydraulic Jigger Machine in this regard. DIVIDEND With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for (he period under review. POLLUTION CONTROL Your directors have pleasure to report that they going to install three stages R.O System of 1500 KLD which is very important for pollution control measures. Ard at present in water crisis problem it is very helpful and necessary for us. Our new ETP and to be installed R.O. System is a complete solution of water pollution. DISCLOSURE OK PARTICULARS Information under Section 217(2 A) of the Companies Act, 1956 read with the Companies! Particulars of Employees) Rules, 1975 and Information as per Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 19X8 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure forming part of this report. LIS I IM. OF SHARES The Shares of the Company are listed in die following Stock Exchanges: - Jaipur Stock Exchange Ltd., Jaipur. Delhi Stock F.xchange Association Ltd, New Delhi. Listing fee has already been paid to both the Stock Exchange for the year 2014-2015 in time. DIRECTORS In accordance with the Companies Act, 2013 Shri Sourabh Chhabra, director of the company will retire at the forthcoming Annual General Meeting but being eligible offers themselves for reappointment. Pt.BUC. DEPOSIT The Company has not accepted any fixed deposit from the public within he meaning of Section 73 &76 of the Companies Act, 2013. APPOINTMENT OF SHARF TRANSFER ACFNT Company has been appointed SEBI Registered Bcctal Financial & Computer Services (P) Ltd. New Delhi, as Transfer agent for transfer of shares DEM AT OF SHARES Company has been made an arrangement with NSDL and CDSL to convert physical shares into Demat form So member can convert his/her Shares in to demat form. Your Directors propose to carry Rs. 12.20 Lac f- being the profit for the current year to die Balance Sheet during the financial year ended March 31,2015. CAPITAL STRUCTURE There is no change in the authorized and paid up share capital of the company during the year. I he Authorized Share Capital of the Company is Rs. 10,0(1,000,00/- (Rupees fen crore only) divided into 1 Crore) equity shares of Rs. 10/- each. The Paid up share capital of the Company is Rs. 5, 03, 17,500 only) divided into 50,31,750) equity shares of Rs. 10/-each. INDUSTRY SCENARIO AND STATE OF COM PAN Y S AFFAIRS Your company is Public Limited companies engaged, inter-alia, in the area of ManMade Fabric headquartered at Bhilwara (Raj ), India and not have any subsidiary company. CHANGE LN THE NATURE OF BUSINESS There is no change in the nature of the business of die Company during the year. MATERIAL CHANCES 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 FIN A ISO A L STATEMENTS RELATE AM) I HE DATE OF THE REPORT No material changes and commitments affecting die financial position of the company have occurred between the cud of the financial year of the company to which the financial statements relate and the date of this report. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STAILS AND COMPANY'S OPERATION IN FUTURE No significant and material orders were passed by the regulators or courts or tribunals which affect the going concern status and future operation of the Company, DIRECTORS AND KEY MANAGERIAL PERSONNEL 1. executive Directors and KMPs: (i) At the Annual General Meeting (AGM) of die Company held on September 30Th 20 H, the Members had re-appointed Mr. Tilok Chand Chhabra (DIN 00167401) Director (ii) Mr. Sourabh Chhabra (DIN. 00488493) director is liable to retire by rotation and being eligible offer herself for re-appointment as director of the Company. 2. Independent Directors: (i) Mr. Sandeep hinger (DIN: 06885495), Mr. Pravcen Kumar Kothari (DIN: 06885503 ) and Smt.Divya Rameslichand Kacchara (DIN. 06885490) were appointed as the Independent Directors under the Companies Act. 2013 lor a term of 5 years with effect from 30th- May 2011 (ii) All Independent Directors have given declarations dial they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. 3. Other Key Managerial Persons: The Board of Directors has appointed Mr. Dincsh Porwal as a CFO and Mr. Ashish Kumar Bagrecha as a CS (ACS 34182) as required under section 203 of the Companies Act, 2013 on the recommendation of the Nomination & Remuneration Committee and designated them as the Key Managerial Personnel. MEETINGS OF THE BOARD OF DIRECTORS The Board of Directors of the Company met 7 times during the year on 30"* May, 2014, 5W August, 2014, 25th September, 2014, 12th November. 2014, I5,h December. 20M, 13h February 201S. and 21sl March. 2015.in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by die Company for the purpose. The intervening gap between the Meetings was within the period prescribed under die Companies Act, 2013. Board independence: Our definition of Independence' of Directors is derived from Clause 49 of the listing Agreement with Stock Exchanges and Section 149(6) of die Companies Act 2013. Based on the confirmation/disclosures received from the Directors and on evaluation of the relationships disclosed, the Non-Executive Directors are Independent in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013:- (i) Mr. Sandeep hinger (DIN: 06885495) (ii) Mr. Paveen kumar Kothari (DIN: 06885503 ) (iii) Smt. Divya Rameshchand Kacchara (DIN: 06885490) Annual evaluation by the Board: The evaluation framework for assessing the performance of Directors composes of die following key areas i. Attendance of Board Meetings and Board Committee Meetings. ii. Quality of contribution to Board deliberations iii. Strategic perspectives or inputs regarding future growth of Company and its performance. iv. Providing perspectives and feedback going beyond information provided by the management. v. Commitment to shareholder and other stakeholder interests The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by die Board of Directors. Member of die Board not participated m the discussion of his/her evaluation. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, it is hereby confirmed: Accounting Standards:- While preparing the annual accounts of the company for the year ended 31s1 Maieh 2015 die applicable accounting standards had been followed along with proper explanations relating to material departures, if any. Accounting policy . The directors have selected such accounting policies and applied diem consistently and reasonable and prudent judgment and estimates were made 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 profit of the company for that period. Preparation of accounts on a going concern basis:- The Annual accounts have been prepared on a going concern basis. Internal Financial Control:- The directors had laid down internal financial controls to be followed by the company and such internal financial control is adequate and operating well The directors had devised proper system to ensure compliance with the provision of all applicable laws and that such system is adequate and operating effectively. COMMITTEES OF THE BOARD: During the year, in accordance with the Companies Act, 2013. die Board has the following 3 (Three) Committees as follows: (1) Audit Committee (2) Nomination and Remuneration Committee (3) Stakeholders' Relationship Committee PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES Your Company has entered into transactions with the related parties, which are in its ordinary course of business and are carried out on an arm's length basis and hence the provisions of Section 188 are not applicable OR the particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section t l ) of section 188 of the Companies Act. 2013 including certain arm's length transactions under third proviso thereto shall be disclosed in Form No. AOC-2. As Annexure III (Format enclosed DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE COMPANIES I APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014: None of the employee of your company, who was employed throughout the financial year, was in receipt of remuneration in aggregate of sixty lakh rupees or more or if employed for the part of the financial year was in receipt of remuneration of five lakh rupees or more per mouth. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES At the end of the financial year under review none of the company have become or ceased to be subsidiaries, joint ventures or associate companies, and the Company has no subsidiary PERFORMANCE AND FINANCIAL POSITION OF TIIE SUBSIDIARY COMPANIES The Company has no subsidiary AUDITORS The Company in its 20thAnnual General Meeting (AGM) held on 30th September, 2014 appointed M/s O.P.DAD& Co. (Firm Registration No 002330C),Chartered Accountants, as Statutory Auditors of the Company will retire at the forthcoming Annual General Meeting and are eligible for reappointment. In accordance with the Companies Act 2013, it is proposed to reappoint them from the conclusion of this Annual General Meeting till the conclusion of the Twenty third Annual General Meeting, subject to the approval of shareholders; however, their terms of appointment and remuneration shall be ratified by the members of the Company in the ensuing AGM. AUDITORS' REPORT There is no qualification, reservation or adverse remarks or disclaimer made by the auditors in their report SECRETARIAL AUDIT REPORT the requirement of obtaining a Secretarial Audit Report from the practicing company secretary is applicable to the Company The Board has appointed M/s M Sancheti & Associates, Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report in form MR-3 for the financial year ended March 31, 2015 is annexed herewith marked as Annexure II to this Report. 1'he Secretarial Audit Report does not contain my qualification, reservation or adverse remark APPOINTMEN 1 OF COST AUDITOR As per the direction given by the Central Government, the Company has based on an application made, received the Government's approval for re-appointment of M/s V.K. Goval & Co. a firm of Cost Accountants as the Cost Auditor of the Company for the year ending 31* March, 2016. EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in form MG T-9 tor rhe year ended 31^ March, 2015 is annexed herewith as "Annexure P\ CORPORATE SOCIAL RESPONSIBILITY As per the provisions of Section 135 of the Companies Act, 1956. read with rules framed tiered under, every company including its holding or subsidiary and a foreign company, which fulfills the criteria specified n sub-section (I) of section 135 of the Act shall comply with the provisions of Section 135 of the Act and its rules. Since the Company is not falling under any criteria specified in sub-section (1) of section 135 of the Act, your Company is not required to constitute a Corporate Social Responsibility ("CSR") Committee. VIGIL MECHANISM The Company has a vigil mechanism named vigil mechanism/whistle blower Policy to deal w ith instance of fraud and mismanagement, if any. The details of the Vigil Mechanism Policy are explained in the Corporate Governance Report as Annexure IV. RISK MANAGEMENT POLICY Risk management is the identification, assessment and taking, pro-active measures to face the impact of various risks. Risks may arise from uncertainty in financial markets, project failures, legal liabilities, credit risk, accidents, natural causes and disasters etc. The Company has adopted appropriate procedure and policies to safeguard the company against business and othsr risk to mitigate its impact to the extent possible. The Risk management plans & policies are periodically monitored, reviewed and evaluated ami updated from time to time INTERNAL CONTROL SYSTEMS The Company's internal control systems are adequate and commensurate with the nature and size of dis Company and it ensures; • Timely and accurate financial reporting in accordance with applicable accounting standards • Optimum utilization, e f f i c i e n t m o n i t o r i n g , t i m e l y m a i n t e n a n c e and s a f e t y o f its assets. • Compliance with applicable laws, regulations and management policies. HUMAN RESOURCES AND INDUSTRIAL RELATIONS The Company is pleased to report that dining the year under reporting, the industrial relations were cordial. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Information in accordance with the provisions of Section 134 read with the Companies ( Accounts) Rules, 2014 regarding conservation of energy, and technology absorption does not apply to your Company. FOREIGN EXCHANGE EARNINGS & OUTGO Value of Imports : NIL Expenditure in Fore gn Currency Rs Value of Imported Raw Material NIL Foreign Exchange Earnings during die year NIL DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION A REDRESS All ACT, 2IH3 There was no case filled during the year, under the sexual harassment of women at workplace (Prevention, Prohibition & Redrcssal) Act, 2013. Further Company ensures that there is a healthy and safe atmosphere for even- women employee at the workplace and made the necessary policies tor safe and secure environment for women employee INIMJSIRIAI. RKI.AIION Industrial relation remained cordial and peaceful during the year. Your Directors wish lo place on record the appreciation for the devoted seivices rendered by Uie workers, staff and executives of the Company al all levels which have very much contributed lo the efficient management of the Company's attains and assistance CORPORATE GOVERNANCE Pursuant to clause 49 of the listing agreements with the stock exchanges, Corporate Governance Report and Auditor's Certificate regarding compliance of conditions of Corporate Governance are made a part of the annual Report. ACKNOWLEDGEMENT The Directors would like to express their grateful appreciation for the assistance and co-operation received from customers, vendors, stakeholders. Central and Stete government Authorities and other business associates and bankers of the Company. Your Directors take this opportunity to thank all the employees for rendering high quality service to every constituent of the Company's customers. The employees have worked on principles of honesty, integrity, fair play and this has helped to ensure a sustained excellence in performance Finally Directors would like to convey their gratitude to the members and look forward to their continued support. FOR AND ON BEHALF OF THE BOARD [P. C. CHHABRA) Din no 001556331 Managing directors [T.C.Chhabra ) Din no 00167401 Directors a.k.bagrecha company secretary place L: bhiiwara dated 30.05.2015 |