ADDI INDUSTRIES LIMITED DIRECTORS' REPORT Dear Members The Directors of your Company present their 32nd Annual Report & the Audited Statements of Account of the Company for the financial year ended 31st March, 2014. Dividend In view of accumulated losses, the Directors are not in a position to recommend any dividend for the financial year 2013-14. Operations The performance of your Company during the financial year under review has been impacted substantially, due to scale-down of operations, higher input costs, low export orders and subdued cotton & textile markets. Future Business Prospects: The Board of Directors have been exploring and assessing various available business propositions for diversification including, inter-alia, the manufacturing of Woven Garments, for better prospects, and for augmenting the resources & the profitability of the Company. The Directors are hopeful of improved working results in the ensuing period. Technology upgradation, modernisation-cum-diversification The Company has incurred nominal capital expenditure of Nil on technology upgradation & modernization of machinery and equipment, wherever considered necessary, during the year under report, as against Rs. Nil lakhs incurred in the preceding year. Future Prospects During the first quarter of the financial year 2014-15, the Company has achieved a nil turnover (upto May 20, 2014) as against Rs. 0.02 Lacs in the corresponding first quarter of the previous year. Strict monitoring is being done to cut down costs and overheads wherever feasible to make the product more price competitive. Finances Your Company continues to have the support of its Bankers, Punjab National Bank, for the working capital requirements commensurate with its business activities. Deposits The Company has neither invited nor accepted any deposits from the Public within the meaning of the Companies (Acceptance of Deposits), Rules, 1975 during the year under report. Directors The Company has received requisite notice(s) from the member(s) proposing the candidatures of Mr. V.B. Aggarwal, Dr. B.K. Behera and Mr. S.R. Sharma, as Independent Director(s). Pursuant to the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modifications or re-enactment thereof for the time being in force) and Clause 49 of the listing agreement, the Independent Director proposed to be appointed shall hold office for 5 (five) consecutive years for a term upto 31st March, 2019. The Company has received declarations from all the Independent Directors conforming that each of them meets the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Clause 49 of the listing agreement. Mr. Hari Bansal, Director, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Board of Directors recommends his re-appointment. The Board of Directors on the recommendation of Remuneration Committee has approved the reappointment of Mr. C.L Jain as Managing Director of the Company for a period of 3 years w.e.f. October 1, 2014, subject to the approval of Shareholders in the ensuing Annual General Meeting. Auditors M/s. S.R. Dinodia & Company, Chartered Accountants, New Delhi, retire and being eligible, offer themselves for re-appointment as Auditors of the Company for the current financial year 2014-15, to hold office till the conclusion of the next Annual General Meeting. The Company has received the consent and the requisite Certificate(s) under the Companies Act, 2013, from them. Subsidiary Company During the year under review, M/s Aum Texfab Pvt. Ltd. continues to be a Subsidiary of the Company and the contribution of the said Subsidiary Company was insignificant. The consolidated financial statements of the Company and its above said subsidiary, form part of the Annual Report. In terms of the Circular no.2/ 2012 dated 8th February, 2012 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit & Loss Account and other documents of the subsidiary companies are not required to be attached with the Balance Sheet of the Company. The said documents/details shall be made available upon request to any member of the Company and will also be made available for inspection by any member of the Company at the registered office of the Company between 10.00 A.M. to 12 'O' Clock up to the date of the Annual General Meeting. Corporate Governance The Management Discussion & Analysis Report and the Report on Corporate Governance, along with the Certificate from the Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is given in the Annexure, forming part of this Report. Directors' Responsibility Statement As required u/s 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, the Directors hereby confirm for the financial year ended March 31, 2014 that: i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ii) the accounting policies have been selected and applied consistently and judgments and estimates have been reasonably and prudently made when required 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 and loss of the Company for that period; iii) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting any fraud or other irregularities; and iv) the annual accounts for the financial year have been prepared on a going concern basis. Particulars of Employees There was no employee who was in receipt of remuneration for the financial year under report in the aggregate of not less than Rs. 60 Lacs per annum, if employed throughout the year or Rs. 5 lacs per month, if employed for part of the financial year, within the meaning of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975. Energy Conservation, Technology Absorption and Foreign Exchange earnings & outgo The relevant information & data required to be disclosed u/s 217 (1)(e) read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure and forms part of this Report. Acknowledgements Industrial relations continue to be cordial during the year under report. The Directors appreciate the effort and contribution made by the Workers, Staff Members and Executives at all levels for the improvement in the Company's performance. The Directors would also like to thank the Shareholders, Bankers, Customers, and Suppliers & Vendors for the continuous support given by them to the Company, and their confidence in its management. For and on behalf of the Board of Directors C.L. Jain Managing Director (DIN00022903) Place : New Delhi Dated : May 26, 2014 |