DIRECTORS' REPORT To The Members, UNITED TEXTILES LIMITED Your directors have pleasure in presenting the '22nd ANNUAL REPORT' together with the Audited Accounts for the year ended 31st March, 2015. BUSINESS PERFORMANCE During the year the company has achieved gross revenue of Rs. 1138.95 Lacs as compare to previous year of Rs.1087.77 Lacs. The company has earned profit before tax of Rs. 11.35 Lacs as compared to previous year of Rs. 8.32 Lacs. Keeping in view of the prevailing market condition the performance of the company may be considered satisfactory. DIVIDEND In order to conserve resources by the Company, the Board does not recommend any dividend for the financial year ended 31st March, 2015. SHARE CAPITAL The paid up Equity Share Capital as on March 31, 2015 was Rs.3,00,00,000/-. During the year under review the company has not issued any shares or any convertible instruments. MANAGEMENT DISCUSSION & ANALYSIS The Spinning Yarn Industry is a lifeline in Textile Business of India. The majority of employment in India is absorbed by Textile Industry. Keeping in view of its importance the Govt. has constituted a separate Department under Textile Ministry. The Govt. has also constituted a Technology upgradation Fund (TUF) by which concessional Loan / subsidy is granted by Govt. through its various nodal agencies for upgradation in technology. The main Raw Material is cotton, which is based on Agricultural production of Cotton. The Production is dependent on Monsoon. In Indian climatic condition the monsoon is always an unpredictable factor. Sometimes there is heavy rainfall & sometime the drought situation is created, which affects the production of Cotton to a great extent creating heavy fluctuation in raw material prices. However, the company have some what managed situation & earned profit during the year. CORPORATE SOCIAL RESPONSIBILITY The company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of section 135 of the Companies Act, 2013 are not applicable. HUMAN RESOURCES Our underlying belief is that Human Resource Development today is about nurturing human resources and leveraging human capital towards the achievement of business goals. The Company is committed towards creation of opportunities for its employees that help attract, retain and develop a diverse workforce. BUSINESS RISK MANAGEMENT The Company has developed & implemented Risk Management Policy. However, Company has not come across any element of risk which may threaten the existence of the Company. VIGIL MECHANISM / WHISTLE BLOWER POLICY As required under section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Boards and its Powers) 2014 and Clause 49 of the Listing Agreement, the Company has adopted a policy on vigil mechanism/whistle blower. The policy provides direct access to the Chairman of the Audit Committee in case any employee should choose to report or bring up a complaint. The company affirms that no one has been denied access to the Chairman of the Audit Committee and also that no complaints were received during the year. INTERNAL FINANCIAL CONTROLS The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. DIRECTORS & KMP Smt.Shalini Aggarwal, retire by rotation at the ensuing Annual General Meeting and, being eligible, offer herself for reappointment. Sh. Sushil Kumar Aggarwal is the Whole Time Director of the Company. Sh. Arun Kumar Aggarwal was appointed as CFO of the company on 12th February, 2015. All independent directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of listing agreement. BOARD EVALUATION Pursuant to the provisions of companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Remuneration and Share Transfer committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report. REMUNERATION POLICY The Board has, on the recommendation of the Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. MEETINGS During the year Four Board Meetings and one independent directors' meeting was held. The Details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings. AUDIT COMMITTEE The company is having an audit committee comprising of the following directors: 1. Sh. Anil Kumar Gupta, Chairman Non Executive & Independent Director 2. Sh. Ashok Kumar Agarwal, Member Non Executive & Independent Director 3. Sh. Arun Kumar Aggarwal, Member Executive Director REMUNERATION COMMITTEE The company is having a Remuneration Committee comprising of the following directors: 1. Sh. Ashok Kumar Aggarwal, Chairman Non Executive & Independent Director 2. Sh. Anil Kumar Gupta, Member Non Executive & Independent Director 3. Smt. Shalini Aggarwal, Member Non Executive Director SHARE TRANSFER & SHAREHOLDERS / INVESTORS GRIEVANCES COMMITTEE: The company is having a Remuneration Committee comprising of the following directors 1. Sh. Arun Kumar Aggarwal, Chairman Executive Director 2. Sh. Anil Kumar Gupta, Member Non Executive & Independent Director 3. Smt. Shalini Aggarwal, Member Non Executive Director DIRECTORS' RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: a) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made 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) that proper and sufficient care has been taken 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) that the annual financial statements have been prepared on a going concern basis; e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons or entities which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. MATERIAL CHANGES There are no significant material changes during the year which would impact the going concern status of the Company and its future operations. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. STATUTORY AUDITORS M/s. N.C. Aggarwal & Co., Chartered Accountants (Firm Registration No. 003273N) have been appointed as statutory auditors of the company at the last Annual General Meeting held on 30.09.2014 for a period of three years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM. They have given their eligibility & consent for the proposed ratification. SECRETARIAL AUDITORS Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies( Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Anju Jain (CP No.: 2728, ACS No: 11056), Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as 'Annexure 1'. AUDITORS OBSERVATIONS The auditor's observations being self explanatory have been duly explained in the notes to the accounts. FIXED DEPOSITS The company has not accepted any fixed deposits from the public. INSURANCE The Company's properties have been adequately insured. COMPLIANCE OF GUIDELINES OF SEBI/STOCK EXCHANGE We have duly complied with all the guidelines issued by SEBI/Stock Exchange. CORPORATE GOVERNANCE Pursuant to clause 49 of the Listing Agreements entered into with the stock exchange, a separate section on corporate governance and a certificate obtained from the auditors of the company regarding compliance with the conditions of corporate governance are forming part of this annual report. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure 2". EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT - 9 is annexed herewith as "Annexure 3". PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS The Company has not given any loan or provided any guarantee or made any investment covered under section 186 of the Companies Act, 2013. PARTICULARS OF EMPLOYEES The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. DISCLOSURE IN TERMS OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company takes all necessary measures to ensure a harassment-free workplace and has instituted an Internal Complaints Committee for redressal of complaints and to prevent sexual harassment. During the year, there were no complaints relating to sexual harassment. ACKNOWLEDGMENT Your directors are pleased to place on record their sincere gratitude to the Government Authorities, Financial Institutions, Bankers, Shareholders, Customers, Dealers and Vendors for their continued and valuable cooperation and support to the Company. Your directors express their deep appreciation for the devoted and sincere efforts put in by the members of the team at all levels of operations in the Company during the year. The company feels confident of continued co-operation and efforts from them in future also. FOR AND ON BEHALF OF THE BOARD Shalini Aggarwal (Director) DIN - 00248578 Arun Kumar Aggarwal (Executive Director) DIN - 00248510 CIN : L17115HR1993PLC032092 REGISTERED OFFICE: 7th K.M. Stone Barwala Road, Hisar - 125 001 Date : 30th May, 2015 Phone : (01662) 276182 Fax: (01662) 276182 Email : unitedtextilesltd@gmail.com |