BOARDS' REPORT Dear Shareholders, On behalf of the Board of Directors, it is our pleasure to present the 25th Annual Report together with the Audited Statement of Accounts of ACKNIT INDUSTRIES LIMITED ("the Company") for the year ended March 31,2015. During the year, the net revenue from operations of your Company increased by 10.74% from Rs.134.30 Crores to Rs.148.72 Crores. For Financial Year 2014-15, your Company's profit after tax stood at Rs. 3.01 Crores vis-a-vis Rs. 2.47 Crores in the previous year, registering a growth of 21.86%. RESERVES The company has transferred a sum of Rs. 2 crore to General Reserve during the year which is equal to the sum transferred in the previous year. CAPITAL/FINANCE During the year, the Company did not issue/allot any Shares/Securities. As on 31st March, 2015, paid up share capital of your Company stood at Rs. 2,52,00,000/-, comprising 25,20,000 Equity shares of Rs.10/-each. DIVIDEND Your Directors have recommended a dividend of 15% on equity shares i.e Rs.1.50 per share for the financial year ended March 31, 2015, amounting to Rs. 0.45 crore (inclusive of tax of 7 0.08 crore). The dividend payout is subject to approval of members at the ensuing Annual General Meeting. The dividend, if approved will be paid to members whose names would appear in the Register of Members as on 16.09.2015. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND Pursuant to the provisions of the Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has already filed the necessary form(s) and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. 9th September, 2014) with the Ministry of Corporate Affairs. DIRECTORS AND KEY MANAGERIAL PERSONNEL Mr. S. K. Saraf was re-appointed as Managing Director of the Company for three years w.e.f 01.04.2015 whose appointment shall be subject to confirmation by the members at the forthcoming Annual General Meeting (AGM). During the year Mr. Manindra Kumar Nath (DIN - 02666031), Director of the Company passed away on 31st December, 2014. The Board of Directors of the Company expressed their deep condolences at the sad demise of Mr. Nath and prayed that may his soul rest in peace. Mrs. Trishna Patodia Pereira (DIN - 03501546) was appointed as a Non-Executive Independent Additional Director to fill the vacancy caused by the death of Mr. Manindra Kumar Nath w.e.f. 1st June, 2015 whose appointment office shall be subject to confirmation by the members at the forthcoming AGM. As per provisions of the Companies Act, 2013 Mr. D.K. Saraf, shall retire at the ensuing Annual General Meeting of the Company being eligible, offers himself for re-appointment. The Board of Directors recommend his re-appointment. During the year Mr. D. K. Saraf, Director of the Company was appointed as the Chief Financial Officer (CFO) of the Company w.e.f. 30th September, 2014. During the year Mrs. Kusum Saraf (DIN- 01503955) was appointment as Non-Executive Non-independent Additional Director who shall hold office until the conclusion of the forthcoming AGM. Mrs. Kusum Saraf has expressed her unwillingness to be re-appointed as a Director of the Company. During the year Mr. Deepa Singh resigned from the office of the Company Secretary and Compliance Officer of the Company w.e.f 31.05.2015 and Mr. Mithun Paul was appointed as the Company Secretary and Compliance Officer in her place w.e.f. 01.06.2015. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors confirm having: a) Followed in the preparation of the Annual Accounts, the applicable accounting standards with proper explanation relating to material departures, if any; b) 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 at the end of the financial year and of the Profit of the Company for that year; c) Taken proper and sufficient care for 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) Prepared the Annual Accounts on a going concern basis; e) Laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. f) Devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 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 Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report along with the requisite certificates confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance separately as annexure. 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 of this Annual Report as annexed. CREDIT RATING ICRA Ltd. vide their rating report of February, 2015 has reaffirmed the following ratings of your Company's financial instruments: EXTRACT OF ANNUAL RETURN Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of Annual Return is Annexed as Annexure 1. STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS In the last Annual General Meeting (AGM) held on 9th September, 2014, M/s. R. K. Bajaj & Co., Chartered Accountants (Firm Regn. No. 314140E) had been appointed as the Statutory Auditors of the Company for a period of Three (3) years. Ratification of the appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM, pursuant to Sec. 139 of the Companies Act, 2013 Further, the report of the Statutory Auditors when read with Notes and Schedules as annexed are self-explanatory and do not call for any further comments. COST AUDIT As per the Cost Audit Orders, Cost Audit was applicable to the Company's Apparel, Clothing and Leather products for the FY 2013-14. However in view of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the provisions of Cost Audit is no longer applicable on the products of the Company for the FY 2014-15. SECRETARIAL AUDIT In terms of Section 204 of the Act and Rules made thereunder, Mr. Rajarshi Ghosh, Practicing Company Secretary, has been appointed as the Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure 2 to this report. The report is self-explanatory and do not call for any further comments. PUBLIC DEPOSIT The Company has not accepted or renewed any public deposits as defined under section 58A of the Companies Act,1956/Sec. 73 of the Companies Act, 2013, during the year. Under the above provisions, there is no deposit lying with the Company as on 31.03 2015. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO The information on particulars of conservation of energy, technology absorption and foreign exchange earnings & outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, forms a part of this report and a statement on the above is annexed as Annexure 3. PARTICULARS OF EMPLOYEES The information on particulars of employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 4. ACKNOWLEDGMENTS Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company. Your Directors also thank the Clients, Vendors, Shareholders, Bankers and Advisors of the Company for their continued support during the year. Your Directors also thank the Central and State Government(s) and other statutory authorities for their continued support during the year. We now look forward to the future with confidence and optimism. For and on behalf of the Board of Directors For Acknit Industries Limited Shri Krishan Saraf Managing Director & CEO Deo Kishan Saraf Whole-time Director & CFO Place: Kolkata Date: 15th July, 2015 |