DIRECTORS REPORT The Members Uniroyal Industries Limited, Your Directors are pleased to present the 22nd Annual Report and the Company's audited accounts for the financial year ended March 31,2015. (2) REVIEW OF OPERATION AS AND STATE OF COMPANY'S AFFAIRS ) Total income from operations (Net of excise) increased from Rs. 2358.54 lacs to Rs. 2404.44 lacs thereby registering an increase of 1.95%. Profit before tax decreased to Rs. 159.11 lacs as against previous year figure of Rs. 166.65 lacs. Consolidated total income decreased from Rs. 6108.79 lacs to Rs. 5657.08 lacs. In the financial year 2014-15, expanded capacity of the company came into operations. The company is hopeful of achieving higher sales and increased profitability in the ensuing year. (3) DIVIDEND) In order to conserve resources for meeting the Company's expansion plans, the Directors of your Company express their inability to recommend any dividend for the Financial Year 2014-15. (4) AMOUNT CARRIED TO RESERVES) The profit earned by the company are standing in the profit and loss account of the company and no amount has been transferred to general reserve during the year under report. (5) MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF \ FINANCIAL YEAR AND THE DATE OF REPORT. No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company. (6) TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND) The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year. (9) CORPORATE SOCIAL RESPONSIBILITY^) The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable. (10)PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF V THE COMPANIES ACT, 2013 There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable. (11) PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES ) All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. Your Directors draw attention of the members to Note 10 to the financial statement which sets out related party disclosures. The particulars of Contracts or Arrangements made with related parties made pursuant to Section 188 are annexed to this Board report in Form AOC-2 as Annexure -1. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES The Company's Policy relating to selection and appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure-IIA & MB and is attached to this report. (13. ANNUAL RETURN ) The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Form MGT-9 and is attached as Annexure-lll to this Report. (14) BOARD MEETINGS ) The Company had six Board meetings during the financial year under review. (15) DEPOSITS ] The Company has neither accepted nor renewed any deposits during the year under review. (16. DECLARATION OF INDEPENDENT DIRECTORS ) The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors underthe provisions of the Companies Act, 2013 and the relevant rules. (17. AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM) The Audit Committee consists of the following members: a. Mr. Anirudh Khullar b. Mr. Sushil Gupta c. Mr. Pardeep Aggarwal The Audit Committee consists of independent Directors and hence viz., Mr. Anirudh Khullar, Mr. Sushil Gupta and Mr. Pardeep Aggarwal who form the majority. The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company. (A) BUY BACK OF SECURITIES The Company has not bought back any of its securities during the year under review. (B) SWEAT EQUITY The Company has not issued any Sweat Equity Shares during the year under review. (C) BONUS SHARES No Bonus Shares were issued during the year under review. (D) EMPLOYEES STOCK OPTION PLAN The Company has not provided any Stock Option Scheme to the employees. (19)MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT) Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report. (20)SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES) During the year under review, no company have become or ceased to be Company's subsidiaries, joint venture or associate company. The company has only one 100% subsidiary company. In accordance with the General Circular No. 2/2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss account and other documents of the subsidiary company are not being attached with the balance Sheet of the company. However, the Annual Report contains the consolidated financial statements of the holding company and its subsidiary duly audited by the statutory auditors and the said financial statements have been prepared in strict compliance with applicable Accounting Standards and Listing Agreement. The consolidated Financial Statements presented by the company include financial results of the subsidiary company. A statement in respect of the subsidiary giving the details of capital, reserves, total assets and liabilities, details of investments, turnover, profit before taxation, provision of tax, profit after taxation and proposed dividend is attached to this report. The company will make available the Annual Accounts of the subsidiary company and other related information to any member of the company who is interested in obtaining the same. The annual accounts of the subsidiary company are available for inspection at the registered office of the company and that of the respective subsidiary between 11.00 A.M to 1.00 P. M on all working days. (21. CONSOLIDATED FINANCIAL STATEMENT-) In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report. (22. LISTING STATUS OF SHARES") Shares of your company are listed on The Stock Exchange Mumbai and Delhi. Your company is regular in paying annual listing fees to the concerned stock exchanges. There was no change in Authorised/Paid up capital during the year. (23. DIRECTORATE") The Board consists of Executive and Non-executive Directors including independent Directors who have varied experience in different disciplines of corporate functioning. Mr. Pardeep Aggarwal an independent director of the company resigned w.e.f 31.03.2015. The Board places on record its deep appreciation for the valuable contribution made by him during his tenure as Director of the Company. In accordance with the provisions of the Act and the Articles of Association of the Company Mr. Anirudh Khullar and Mr. Hassan Singh Mejie Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment. The Board recommends the appointment of Mr. Anirudh Khullar and Mr. Hassan Singh Mejie as directors of the company liable to retire by rotation. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. (24) AUDITORS AND AUDITOR'S REPORT ) M/s A G P R S & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re-appointment. The Board recommends their re appointment as auditors of the company for the financial year 2015-16. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark ( 25) COST AUDITORS AND COST AUDITOR'S REPORT*") Cost audit is not applicable to the company for Financial Year 2014-15. ( 26) SECRETARIAL AUDITOR AND SECRTARIAL AUDITOR'S REPORT) The Board has appointed Mr. Manish Aggarwal, Practising Company Secretary (M. No. 7055), to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith this Report. Copy of the Secretarial Audit Report in Form MR-3 issued by the practicing company secretary is enclosed as Annexure IV. ( 27) INTERNAL CONTROL SYSTEM ) The company's internal control system is commensurate to the size and nature of its business and it ensures timely and accurate financial reporting in accordance with the applicable accounting standards; optimum utilization, efficient monitoring, timely maintenance and safety of assets; compliance with applicable laws, regulations, listing agreement and management policies; effective Management information system and review of other systems. During the year, such controls were tested and no reportable material weakness in the design or operation were observed (28) CORPORATE GOVERNANCE The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance. ( 29) PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES) In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, we state that during the year under report, none of the employees drew remuneration in excess of the limits set out in the said rules. ( 30) DIRECTORS' RESPONSIBILITY STATEMENT) Your Directors state that: a) in the preparation of the annual accounts for the year ended March 31,2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; b) the Directors have 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 as at March 31,2015 and of the profit of the Company for the year ended on that date; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the 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 have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. (31. PERSONNEL AND INDUSTRIAL RELATIONS ) The Employee relations continued to be co-ordial. The Directors wish to place on record their sincere appreciation for the contribution of the Employees of the Company at all levels. (32) GENERAL) Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: 1. Details relating to deposits covered under Chapter V of the Act. 2. Issue of equity shares with differential rights as to dividend, voting or otherwise. 3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme. 4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries. 5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013. (33) ACKNOWLEDGEMENT) Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers. For and on behalf of the Board (Arvind Mahajan) Managing Director Place: Panchkula Date: 29th May, 2015 |