| Dear Members,
The directors present Annual report on the business and operations of
the company to gather with Audited Statement of Accounts of the company
for the year ending 31st March 2015.
The particulars pursuant to sub section 3 of section 134 of the
companies act, 2013 are given below.
a) The extract of annual return as provided under sub-section (3) of
section 92 of the Companies Act, 2013:
The extract of Annual return is in format MGT-9 for the financial year
ended 31/03/2015 is enclosed with this report.
b) Number of meetings of the Board:
During the year 2014-15, 5 meetings of Board of Directors were held on
28.05.2014, 31.07.2014, 31.10.2014, 31.01.2015 31.03.2015.
c) Directors' Responsibility Statements:
The directors' state that
i) In the preparation of annual accounts for the financial year ended
31st march 2015, the applicable accounting standards had been followed
along with proper explanation relating to material departures;
ii) The directors had 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 as at 31st march, 2015 and of the profit / loss of the
company for that period;
iii) The directors had taken proper and sufficient care 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;
iv) The director had prepared the annual accounts on a going concern
basis;
v) The director had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively
vi) The director had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively
d) A Statement on Declaration given by Independent Directors under
sub-section (6) of section 149.
The Declaration under Section 149(7) confirming that he meets the
criteria of independence pursuant to section 149(6) has been given by
independent directors.
e) If Company covered under sub-section (1) of section 178, company's
policy on directors' appointment and remuneration including criteria
for determining qualifications, positive attributes, independence of
director and other matter provided under sub-section (3) of section
178.
The Board has, on the recommendation of the Nomination and Remuneration
Committee framed a policy for selection and appointment of director,
Senior Management and their remuneration.
The Company does not pay any remuneration to the Non-Executive /
Independent Directors of the company other than sitting fees for
attending the meeting of the Board. Remuneration to the Whole Time
Director is governed by the relevant provisions of the Act
The Disclosures pursuant to sub-rule (1) of rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
attached to and forms part of this report.
f) Explanations or comments by the board on every qualification,
reservation or adverse remark or disclaimer made by the auditor in his
report / by the company secretary in practice in his secretarial audit
report.
The qualification by statutory auditors in the report as regard demand
by Excise department is sub judicial matters and directors do not
propose to make any comments thereon.
The Secretarial Audit Report pursuant to Section 204 of the Companies
Act, 2013 in prescribed Form MR-3 is attached to and forms part of this
Board of Director's Report. The Company has taken note of
Qualification, Reservation etc in the Said report and shall make
arrangement for necessary compliance in future.
g) Particulars of loans, guarantees or investments under section 186 of
Companies act, 2013
Company has not during the year under review (a) given any loan to any
person or other body corporate (b) Given any guarantee or provide
security in connection with a loan to any other body corporate or
person; and (c) Acquired by way of subscription, purchase or otherwise,
the securities of any other body corporate, Exceeding sixty per cent of
its paid-up share capital, free reserves and securities premium account
or one hundred per cent of its free reserves and securities premium
account, whichever is more and hence the particulars are not required
to be included in this report.
h) Particulars of contracts or arrangements with related parties
referred to in sub-section (1) of section 188 in the prescribed form
(Form AOC-2)
The prescribed particulars in form AOC 2 is given hereunder
FORM AOC-2
Material related party Transactions
I. Details of contract or arrangements or transactions not length
basis:
There were no contracts or arrangements or transactions entered into
during the year ended 31st March, 2015 which were not at arm's length
basis
II. Details of material contracts or arrangements or transactions at
arm's length basis:
The details of material contracts or arrangements or transactions
length basis for the year ended 31st March, 2015 are as follows.
Sr. Name of the Related Party Nature of Duration
No. and Relationship Transaction
01 Gujarat Kiran Polytex Ltd Purchase
(Associate company) Ongoing
Sales
Sr. Name of the Related Party Salient Terms Amount Rs.
No. and Relationship
01 Gujarat Kiran Polytex Ltd On arm's length basis 2,16,47,605/-
(Associate company) in ordinary course of
business 23,30,713/-
i) The state of Company's affairs
There is no Material change in the state of affairs of the company
particularly nature of business being carried out. The income has been
decreased from Rs.117,556,547 in the year 2013-14 to Rs.23,886,840 in
the year 2014-15.Therehas been profit of Rs.1,371,618 in the year
2013-14 and loss of Rs.(-2,261,367) in the year 2014- 15.
The Company has not issued any share capital or Debentures during the
year. There is no change in the status of the company or the accounting
year.
j) The amount, if any, which it proposes to carry to any reserves
The Directors do not propose to carry any amount to reserves.
k) The amount, if any, which it recommends should be paid by way of
dividend
The Directors do not recommend any amount to be paid by way of
dividend.
l) Material Changes and commitments, if any, Affecting the Financial
Position of the Company which have occurred between the Ends of the
financial year of the company to which the financial statements relate
and the date of the report.
There are no material changes and/or commitments affecting financial
position of the Company occurred after end of financial year till date
of this report.
m) The Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo in such manner as may be prescribed.
Statement as per rule 8 of the companies (Accounts) Rules, 2014 with
respect to above is given below.
(A) CONSERVATION OF ENERGY-
i) The steps taken or impact on conservation of energy : NIL
ii) The steps taken by the company for utilizing alternate sources of
energy : NIL
iii) The capital investment on energy conservation equipments : NIL
(B) TECHNOLOGY ABSORPTION-
i) The efforts made towards technology absorption: Not Applicable
ii) The benefits derived like product improvement, cost reduction,
product development or import substitution: Not Applicable
iii) In case of imported technology (imported during the last three
years reckoned from the beginning of the financial year)-
a. The details of technology imported; : Not Applicable
b. The year of import: Not Applicable
c. Whether the technology been fully absorbed: Not Applicable
d. If not fully absorbed, areas where absorption has not taken place,
and the reasons thereof: Not Applicable and
iv) The expenditure incurred on Research and Development: NIL
(C) FOREIGN EXCHANGE EARNINGS AND 0UTG0-
Foreign Exchange earned (actual inflows during the year) : Nil Foreign
Exchange outgo (actual outflows) : Nil
n) A statement including development and implementation of a Risk
Management Policy for the company including identification therein of
elements of risk, if any, which in the opinion of the board may
threaten the existence of the company
The Directors do not foresee any risk that may threaten the existence
of the company in normal course. The Directors proposes to develop and
implement specific Risk Management Policy on identification of any
risk.
o) the details about the policy developed and implemented by the
company on corporate social responsibility initiatives taken during the
year;
Since the Net Worth of the company is below Five Hundred crores,
Turnover of the company is below One thousand crores, Net Profit of the
company is below Five crores. The provision of Section 135 of The
Companies Act, 2013 are not applicable to the company and hence the
company is not required undertake any corporate Social Responsibility
(CSR) initiatives.
p) In case of a listed company and every other public company having
such paid-up share capital as may be prescribed, a statement indicating
the manner in which formal annual evaluation has been made by the Board
of its own performance and that of its committees and individual
directors;
The Board of Directors have carried out annual evaluation of its own
performance, Board Committees and individual directors on the basis of
the criteria identified in consultation with Nomination and
Remuneration Committee.
q) Such other matters as maybe prescribed.
(Pursuant to rule 8(5) of The Companies (Accounts) Rules, 2014)
i) The Financial summary or highlights
The summary of financial Results (standalone) for the year under review
is as under
Particulars As on As on
31/03/2015 31/03/2014
Turnover and other income 23,886,840 117,556,547
Gross profit/Loss (-) before
Financial Charges & depreciation. -2,131,991 2,109,139
Interest and Financial Charges 2,745 36,349
Profit/Loss(-) before depreciation -2,134,736 2,072,790
Depreciation 360,552 252,367
Profit /Loss(-) After Tax for the year -2,261,367 1,371,618
ii) The Change in the nature of business, if any:
There is no Material change in nature of business of the company.
iii) The Details of Directors or key managerial personnel who were
appointed or have resigned during the year:
The details of Directors and key managerial persons as on date of
report are as under:
Name of Director/KMP Designation Date of
Appointment
Maheshkumar Motiram Godiwala Managing Director 21/10/1986
Dhirajbhai Govanbhai Patel Director 30/09/2008
Ami Jigar Godiwala Additional Director 31/03/2015
Manojkumar Dhirajbhai Patel Additional Director 01/08/2012
During the year there is no change in director and key managerial
personnel however Ami Jigar Godiwala has been appointed as Additional
Director and Jigar Mahesh Godiwala has been resigned as on date of
31/03/ 2015.
iv) The names of companies which have become or ceased to be its
Subsidiaries, joint ventures or associate companies during the year;
No company has become or ceases to be subsidiary, joint venture or
associate company M/s Gujarat Kiran Polytex Ltd continues to be
Associate company
v) The details relating to deposits, covered under Chapter V of the
Act,-
(a) Accepted during the year: NIL
(b) Remained unpaid or unclaimed as at the end of the year: NIL
(c) Whether there has been any default in repayment of deposits or
payment of interest thereon during the year and if so, number of such
cases and the total amount involved-
(i) At the beginning of the year : Not Applicable
(ii) Maximum during the year : Not Applicable
(iii) At the end of the year : Not Applicable
vi) The details of deposits which are not in compliance with the
requirements of Chapter V of the Act; NIL
vii) The details of significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status
and company's operations in future: NIL
viii) The details in respect of adequacy of internal financial controls
with reference to the Financial Statements.
The company has in place adequate internal financial controls with
reference to financial statements. Periodic audits are undertaken on
continuous basis covering all major operation. During the year no
Reportable Material weakness in the operation was observed.
Disclosures under Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
No Employee of the company has been paid Remuneration in excess of
limits laid down in rule 5(2) of the companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and hence statement
showing details thereof is not applicable.
Change in Composition of Board:
Ms. Ami Jigar Godiwala has been appointed as Director and Mr. Jigar
Mahesh Godiwala has resigned as Director during the year.
Audit Committee:
An Audit Committee is in existence in accordance with the provisions of
Section 177 of the Companies Act, 2013. Kindly refer to the section on
Corporate Governance, under the head, 'Audit Committee' for matters
relating to constitution, meetings and functions of the committee.
During the year there was no instance where the board had not accepted
the Recommendation of Audit Committee.
Vigil Mechanism / Whistle Blower Policy
Pursuant to section 177(9) of the Companies Act, 2013 read with Rule
7of the Companies (Meetings of Board and its Power) Rules, 2014 and
Clause 49 of the Listing Agreement, the Board of Director has adopted
vigil mechanism in the form of Whistle Blower Policy through which its
Directors, Employees and Stakeholders can report their genuine concerns
about unethical behaviors, actual or suspected fraud or violation of
the Company's code of conduct or ethics policy. The said policy
provides for adequate safeguards against victimization and also direct
access to the higher levels of supervisors.
Your Company hereby affirms that no Director / Employee has been denied
access to the Chairman of the Audit Committee and that no complaints
were received during the year. Brief Details about the policy are
provided in the Corporate Governance Report, forming part to this
report.
The Board of Directors place on records the services of all
stakeholders and associates who have co-operated in the working of the
Company
For and behalf of the board of Directors
Maheshkumar Motiram Godiwala
Place : Surat Chairman
Date : 28/05/2015 (DIN : 01779079)
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