Dear Members
Your Directors have pleasure in submitting their Sixteenth Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2020.
FINANCIAL RESULTS
Financial results for the year under review with the corresponding figures of the previous year's figures
OPERATIONS
During the year under review, the company achieved a turnover of Rs.3550.39 lakhs and net loss of Rs.3276.94 lakhs as against Rs. 5813.34 lakhs and Rs. 4016.58 lakhs in the previous year respectively.
DIVIDEND
As the company did not earn distributable profits, the board of directors did not recommend any dividend for the financial year under review.
As per the provisions of Section 125(2) of the Companies Act, 2013 unpaid dividend for the year 2010-11 transferred to the Investor Education and Protection Fund.
REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
The future business scenario of our products is bright in the domestic market. we have made forays in to Southern Textile markets and we Expect substantial turnover with them.. We have made an impressive presentation of our new fancy product range in several countries and are confident of securing orders in the future as export scenario improves.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, Directors of your company hereby state and confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) 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 at the end of the financial year and of the profit and loss of the company for that period;
(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) The Directors had prepared the annual accounts on a going concern basis; and
(e) The Directors in the case of a listed company had laid down internal financial controls to be followed by the company and that such internal financial controls and are adequate and operating effectively;
(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.
The company has adequate internal financial controls and has a separate Audit committee to assess the internal controls and guide the company accordingly.
DETAILS OF SUBSIDIARIES, JOINT VENTURES, ASSOCIATE COMPANIES & THEIR PERFORMANCE The Company does not have any subsidiary or joint venture or associate company, as such, their performance details will not arise.
DEPOSITS
The Company has renewed the fixed deposits received from the public. The amount of deposits outstanding as on 31st March 2020 was Rs.50.00 lakhs. There were no deposits accepted under the provisions of Chapter V of the Companies Act, 2013. The company does not have any deposits lying unpaid or unclaimed as on 31st March 2020. There is an overdue amount of Rs 32.29 lakhs towards interest on fixed deposit as on 31st March 2020 which will be paid subsequently.
RISK MANAGEMENT POLICY OF THE COMPANY
The Company has formulated and adopted a risk management policy at its Board Meeting. As per the policy, the management continues to review and assess the risk and also the steps for mitigating the same.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility does not apply to the Company. However, your company continues to carry out activities for the communities and society.
RELATED PARTY TRANSACTIONS
The related party transactions entered into by the company during the financial year under review have been disclosed in the financial statements of the company for the financial year ended 31st March 2018. All the transactions entered into are at an arm's length basis and in the ordinary course of business. The relevant details in form AOC- 2 is enclosed hereto at Annexure -A.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
During the year under review your company has not extended any guarantees or made any investments. DIRECTORS AND KEY MANAGERIAL PERSONNEL Sri. Sudhakar Kanneboyina (DIN 02509185) was appointed as an additional director categorized as Independent Director w.e.f. 31st July, 2020, and holds office till the date of the ensuing Annual General Meeting. Sri. Sudhakar Kanneboyina has furnished a declaration under Section 149(7) of the Companies Act, 2013 that he fulfils the criteria for being appointed as an independent director. Hence, the Board recommends for his appointment as an Independent Director for a period of five years The company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 proposing his candidature.
The Independent Directors have submitted declarations disclosing to the Board that they fulfil the criteria stipulated under Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules made there under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Sri Ritesh Agrawal (DIN: 02415143) who was the director of the company has resigned with effect from 31st July 2020 due to preoccupation.
Sri Anadish Srivastava who was the Company Secretary of the Company resigned with effect from 30th May, 2020. Due to the pandemic Covid-19, the Company could not take steps to appoint a person in his place.
MEETINGS OF THE BOARD
There were 5 (Five) Meetings of the Board of Directors during the year under review, the details of which are furnished in the report on Corporate Governance.
AUDIT COMMITTEE
The committee comprises of Smt.Sheetal B Dave, Shri. Sudhakar Kanneboyina, and Shri Ritesh Kumar Agarwal. The recommendations made by the committee have been accepted by the Board.
VIGIL MECHANISM
Pursuant to the provisions of Section 177 (9) and (10) of the Companies Act, 2013, a vigil mechanism for Directors and employees has been established for reporting their concerns.
REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL/EMPLOYEES
The details as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided at Annexure B.
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Nomination and Remuneration Committee is vested with the powers to recommend the Appointment of a Director and recommend the remuneration accordingly. EVALUATION OF THE BOARD
Since the company was going through severe stress and strain in connection with the financial aspects of the company, it could not formulate a remuneration policy in line with the provisions of the Companies Act, 2013. However, steps have been taken now to comply with the same. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Report and is annexed hereto as “Annexure C”.
CORPORATE GOVERNANCE
The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance as laid down under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate report on Corporate Governance is annexed herewith, as part of the Annual Report along with the Auditor's Certificate on its compliance as “Annexure D”.
ANNUAL RETURN
The extracts of the Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 in Form MGT 9 is attached to this Report at Annexure E. STATUTORY AUDITORS
The Company has received a certificate from M/S K C Bhattacharjee & Paul, Chartered Accountants , Auditors, to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.
The Auditors Report does not contain any qualifications, reservations or adverse remarks.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 Secretarial Audit has been conducted for the Financial Year 2020-20 by M/S Marthi & Co., Company Secretaries, Hyderabad, and their Secretarial Audit report for the financial year ended 31st March 2020 is enclosed at Annexure F.
LISTING & TRADING
The Equity Shares of the Company are listed on The Bombay Stock Exchange Limited and National Stock Exchange, Mumbai. The Market price of the Share as on 31st March, 2020 was Rs. 10.37 and Rs.10.40 per share on BSE and NSE respectively. The company could not pay the listing fee to NSE and BSE due to severe financial constraints.
PARTICULARS OF EMPLOYEES
Information as required under the provisions of Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given elsewhere in the report. As per the proviso to Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of employees posted and working outside India is NIL.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTFLOW
Information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts Rules), 2014 is attached hereto at Annexure G. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Company activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed in your Company.