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Salona Cotspin Ltd. के निदेशक की रिपोर्ट
Mar 31, 2025
Your Directors'' are pleased to present the 31st Annual Report along with Audited financial statements of your Company for the financial year ended March 31,2025.
FINANCIAL PERFORMANCE
The summarised financial highlight for the financial year ended March 31,2025 is depicted below:
|
(Rs. In Lakh) |
||
|
Particulars |
2024-2025 |
2023-2024 |
|
INCOME |
||
|
Revenue from operations |
66,215.64 |
72,225.79 |
|
Other Income |
15.49 |
25.29 |
|
Total Income |
66,231.13 |
72,251.08 |
|
Profit before Depreciation, Finance Costs, Exceptional Items and Tax Expense |
3,212.22 |
3,047.88 |
|
Less: Depreciation/Amortization/Impairment |
773.84 |
686.21 |
|
Profit before Finance Costs, Exceptional Items and Tax Expense |
2,438.38 |
2,361.67 |
|
Less: Finance Costs |
1,884.86 |
1,521.39 |
|
Profit before Exceptional Items and Tax Expense |
553.52 |
840.28 |
|
Exceptional Items |
Nil |
Nil |
|
Profit before Tax Expense |
553.52 |
840.28 |
|
Less: Taxes Expense (Current & Deferred) |
240.21 |
227.54 |
|
Profit for the Year |
313.31 |
612.74 |
|
Add: Other Comprehensive Income |
20.23 |
9.23 |
|
Balance of Profit for Earlier Years |
7,428.90 |
6,870.08 |
|
Less: Transfer to Reserves |
Nil |
Nil |
|
Less: Dividend paid on Equity Shares |
52.62 |
63.15 |
|
Balance carried over to Balance sheet |
7,709.82 |
7,428.90 |
1. There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year and the date of this report.
2. Previous year figures have been regrouped/re-arranged wherever necessary.
3. There has been no change in nature of business of your Company.
DIVIDEND AND RESERVES:
Your Company has a robust track record of rewarding its shareholders with a generous dividend payout. The Board of Directors of your Company (âBoardâ) has recommended a dividend of Rs.1 (10%) per Equity Share of Rs. 10 each for for the financial year ended 31st March 2025.
The Company has not transferred any sum to the General Reserve during the financial year ended March 31,2025.
TRANSFER OF UNCLAIMED DIVIDEND / SHARES TO INVESTOR EDUCATION AND PROTECTION FUND
In terms of Section 124 & 125 of the Companies Act, 2013, unclaimed/unpaid dividend relating to the financial year 2017-18 is due for remittance to the Investor Education and Protection Fund established by the Central Government.
Further, pursuant to Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, 14,005 Equity Shares of Rs.10/- each on which dividend had remained unclaimed for a period of seven years have been transferred to the credit of the demat account identified by the IEPF Authority during the year under review.
OUTLOOK FOR THE IMMEDIATE FUTURE
The Company is strategically positioned for sustained growth, supported by operational excellence, market expansion initiatives, and continuous innovation. With a strong focus on sustainability and a performance-driven culture, we remain committed to creating enduring value for all stakeholders while safeguarding our competitive position in a dynamic market environment.
Within the textile sector, the Spinning segment continues to experience the structural challenge of volatility in cotton (raw material) prices vis-a-vis yarn (finished goods) prices. Notwithstanding these market dynamics, Salona Cotspin Limited remains committed to its growth trajectory and to consolidating its leadership in the industry.
During the year under review, the production of cotton yarn stood at 48.89 lakh kilograms as compared to 43.60 lakh kilograms in the preceding year. The Company recorded a turnover of Rs.61,492.58 lakh, as against Rs.67,439.58 lakh in the previous year.
The turnover includes export sales of Rs.50,800.91 lakh, compared to Rs.56,217.99 lakh in the previous year, reflecting a decline of 9.63%. The export turnover of traded goods also reduced from Rs.46,697.38 lakh to Rs.41,198.63 lakh during the year.
During the year under review, the Reserves and Surplus stood at Rs. 7,724.82 Lakhs as compared to Rs. 7,443.90 Lakhs in the previous year. The Company has met all its financial commitments to the bankers towards Term Loan and Working Capital facilities
During the year, your Company added 18,000 spindles to its existing capacity at Kannampalayam Village, Sulur Taluk, Coimbatore District. The additional spindles commenced commercial production from January 2025 onwards. This enhanced capacity is expected to contribute to turnover in the coming years and thereby improve overall profitability.
CHANGE IN NATURE OF BUSINESS, IF ANY
There is no change in the nature of business of the company during the period under review.
During the year under review, there was no change in the authorised share capital of your Company. The authorised share capital of your Company is Rs.6 Crores crore and Paid-up equity share capital stands at Rs.5.26 crores.
Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31,2025, prepared in accordance with Section 92(3) of the Act is made available on the website of your Company www.salonacotspin.com.
NUMBER OF MEETINGS OF THE BOARD
The Board met 6 (six) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report annexed herewith.
During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard - 1 and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India (ICSI) (as amended).
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirm that:
a) in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures;
b) they have selected such accounting policies and applied them consistently and judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;
c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;
d) the annual financial statements have been prepared on a going concern basis;
e) they have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and operating effectively;
f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
During the year under review, the Statutory Auditors have not reported any instances of fraud as required under Section 143(12) of the Act.
DECLARATION OF INDEPENDENT DIRECTORS
All the Independent directors have given declarations to the effect that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 read with Schedules and Rules issued thereunder and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that their name is included in the data bank as per Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended)
COMPANY''S POLICY RELATING TO DIRECTORS'' APPOINTMENT, PAYMENT OF REMUNERATION AND OTHER MATTERS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT, 2013
The Board has on the recommendation of the Nomination and Remuneration Committee, framed a policy for fixing the remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and Employees of the Company. The salient features of Nomination and Remuneration policy as formulated by the Company is as follows:
i. To formulate the criteria for appointment, re-appointment, removal of Director, Key Managerial Personnel, Senior Management and other employees in the Company.
ii. To formulate the manner and criteria for determining qualification, positive attributes of an independent director.
iii. To determine the criteria for payment of remuneration to Directors and Senior Management Personnel with an aim of attracting, retaining and motivating people required to run the Company successfully.
iv. To determine the evaluation of performance of the Members of the Board including Independent Directors.
The Nomination and Remuneration Policy of the Company can be accessed on the Company''s website at the link https://www.salonacotspin.com
The company neither accepted any public deposits nor renewed any deposits during the year. However, the company has unsecured loans from other companies which are not deposits and the details are shown in the notes on accounts.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details of loans, guarantees and investments covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Notes to the Financial Statements. However, the Company has not granted any loan or given any security or guarantee pursuant to the provisions of Section 186 of the Companies Act, 2013.
ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THE INDIVIDUAL DIRECTORS AND COMMITTEES
On the advice of the Board of Directors, the Nomination and Remuneration Committee of the Board of Directors of the Company formulated the criteria for evaluation of the performance of the Board of Directors & its Committees, Independent Directors and Non-Independent Directors of the Board. Based on that, performance evaluation has been undertaken. The Independent Directors of the Company have also convened a separate meeting for this purpose.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Effective from April 1,2025, your Company''s Board has Eight members comprising of three Executive Directors, one Non-Executive & Non-Independent Directors and four Independent Directors including two Women Directors. The details of Board and Committee composition, tenure of Directors, and other details are available in the Corporate Governance Report.
Mr. Arunkumar Jhajharia (DIN:00003086), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Directors'' commends his reappointment.
In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of your Company''s business for effective functioning. The key skills, expertise and core competencies of the members of Board are detailed in the Corporate Governance Report section of Annual Report.
Pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors, Mrs. Harshidaa Dhiresh Raichura (DIN: 10832996) was appointed as an Independent Director of the Company for a term of five (5) consecutive years with effect from January 25, 2025, by the shareholders of the Company through postal ballot and she will continue to hold the position of an independent director till 24th January, 2030.
Mrs. Meenakumari Shanmugam (DIN:07143889), Independent Director of the Company is demitting office on September 20, 2025, after completion of her second term as an Independent Director. The Board records sincere appreciation for the services rendered by her during her tenure as an Independent Director.
Mr. Hari Desikan Ganesh (DIN:08710451), Independent Director of the Company is completing his first term as an Independent Director. The Board, on the recommendation of Nomination and Remuneration Committee, approved his appointment as an Independent Director for a second consecutive term of five years. An agenda item is placed before the shareholders in the ensuing Annual General Meeting, and the Board commends his reappointment for a second term of five years.
Another agenda item is placed before the shareholders for the appointment of Mr. Gaurav Jain (DIN:10719870) -as Non-Executive - Independent Director. The Nomination and Remuneration Committee has conducted due diligence of his candidature and found him ''fit and proper'' for appointment as an Independent Director. The Board in the meeting held on - approved his candidature for appointment as an Independent Director. Your Board commends is appointment as an Independent Director for a period of one year as detailed in the resolution.
APPOINTMENT/CESSATION/CHANGE IN DESIGNATION OF DIRECTORS
No Directors resigned from the company during the year. Non-Executive Independent Director - Mr. Dhiresh Jayasi tenure as an Independent Director completed on September 28, 2024.
As on the date of this report, following are the Key Managerial Personnel (âKMPsâ) of your Company as per Section 2(51) and 203 of the Companies Act, 2013.
⢠Mr. Shyam Lal Agarwala, Chairman & Managing Director
⢠Mr. Manoj Kumar Jhajharia, Joint Managing Director
⢠Mr. M.S Selvaraj, Chief Financial Officer
⢠Ms. Rajkumari R, Company Secretary
As required under the Act and the SEBI Listing Regulations, the Company has the following Committees:
⢠Audit Committee
⢠Nomination and Remuneration Committee
⢠Stakeholder & Relationship Committee
⢠Corporate Social Responsibility Committee
Details of all the Committees such as terms of reference, composition and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of the Annual Report.
INDEPENDENT DIRECTORS'' MEETING
The Independent Directors met on February 20, 2025, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
BOARD FAMILIARISATION AND TRAINING PROGRAMME
The Board is regularly apprised on changes in statutory provisions, as applicable to your Company. The Board is also updated on the operations, key trends and risk universe applicable to your Company''s business. These updates help the Directors in keeping abreast of key changes and their impact on your Company.
STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR
The Board of Directors has evaluated the Independent Director appointed during the year and confirmed their integrity, expertise, and experience (including proficiency) of the Independent Director.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The company has adequate internal control systems commensurate with the company''s scale of operations. The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3)(i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors Report.
The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are disclosed in website of the Company, www.salonacotspin.com under investors column.
PARTICULARS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company. Consequently, the requirement of submission of consolidated financial statements and disclosure of the subsidiary or joint venture or associate company as required under Section 129(3) of the Companies Act, 2013 does not arise.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report. The CSR policy is available on the website of your Company and link for the same is given in Annexure - 5 of this report.
The Annual Report on CSR activities is annexed and forms part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is forming part of this Annual Report.
The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of Annual Report along with the required certificate from a Practicing Chartered Accountant, regarding compliance of the conditions of corporate governance, as stipulated.
The Company has an Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Kindly refer to the Section on Corporate Governance, under the head ''Audit Committee'' for matters relating to the composition, meetings and functions of the Committee. The Board has accepted all the recommendations of Audit Committee during the year whenever required and hence no disclosure as required under Section 177(8) of the Companies Act, 2013 with respect to rejection of any recommendations of Audit Committee by Board is necessary.
In compliance of Regulation 26 (3) of SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of your Company (âCode of Conductâ).
In compliance of the said Code, all the Directors and Senior Management personnel have affirmed the code during the year under report.
INDIAN ACCOUNTING STANDARDS (IND AS)
As notified by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (''IndAS'') with effect from April 01,2017 and the Financial statements are prepared on that basis.
TRANSACTIONS WITH RELATED PARTIES
All transactions entered into by the Company with related parties as defined under Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) during the Financial year 2024-25 were in the Ordinary Course of Business and at Arms'' length basis.
The particulars of contract and arrangement entered into by the Company with related parties referred to in Section 188(1) of the Companies Act, 2013 are disclosed in Annexure 1 (Form No. AOC-2) and forms part of this Report.
The policy on Related Party Transactions as approved by the Board of Directors of the Company has been uploaded on the Company''s website and may be accessed through the link at https://www.salonacotspin.com
MAINTENANCE OF COST RECORDS AS MANDATED BY THE CENTRAL GOVERNMENT
Pursuant to the provisions of Section 148(1) of the Companies act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company was required to maintain cost records. Accordingly, the Company has duly made and maintained the cost records as mandated by the Central Government.
AUDITORSSTATUTORY AUDITORS & AUDITORS'' REPORT
Pursuant to Section 139 of the Act read with rules made thereunder, as amended, M/s. Gopalaiyer & Subramanian, Chartered Accountants (Firm Registration No.: 000960S) were appointed as the Statutory Auditors of your Company for the second term of five years till the conclusion of 33rd Annual General Meeting (AGM) of your Company to be held in the year 2027.
The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.
The Notes to the financial statements referred in the Auditors'' Report are self-explanatory.
Statutory Auditors have expressed their unmodified opinion on the Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. In view of the unqualified report of the statutory auditors, the comments of the Board does not arise.
SECRETARIAL AUDITORS AND SECRETARIAL AUDITOR''S REPORT
Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board re-appointed Mr. Ramanathan Kannan, Practicing Company Secretary, to undertake the Secretarial Audit of your Company for the Financial Year ended March 31,2025. The Secretarial Audit Report for the year under review is provided as Annexure - 3 of this report.
Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, and subject to your approval being sought at the ensuing AGM, Mr. R. Kannan, Practicing Company Secretary (COP. No. 17220; Peer review certificate no. 2803/2022) has been appointed as a Secretarial Auditor to undertake the Secretarial Audit of your Company for a term of five (5) consecutive years, to conduct the Secretarial Audit of five consecutive financial years from 2025-26 to 2029-30. Secretarial Auditor has confirmed that he is not disqualified to be appointed as a Secretarial Auditor and is eligible to hold office as Secretarial Auditor of your Company.
EXPLANATION TO SECRETARIAL AUDITORS'' COMMENT:
In respect of remarks made by the Secretarial Auditor in the report, your directors wish to state as follows:
|
S.No |
Secretarial Auditor Qualification |
|
1 |
Reg 23(9) -There was a two day delay in uploading the Disclosure Relating to Related Party Transactions as on 31.03.2024. Board of the Company has taken on record the financial results for the financial year ended 31.03.2024 on 29th May, 2024. The Related Party Transactions were uploaded in the NSE portal only on 31st May 2024. There was a delay of 2 days and hence NSE vide its letter NSE/LIST-SOP/COMB/FINES/0720 dated 28.06.2024 imposed a penalty of Rs.10,000/-plus GST amount of Rs.1800/- on the fine amount totaling Rs.11,800/-. The company has remitted the fine amount to NSE as directed on 03.07.24. Directors Reply - The Company has remitted the penalty amount to NSE as directed. However, the Board clarifies that the Corporate Governance provisions were not applicable to the Company until Dec 12, 2024 the Third Amendment of SEBI LODR was introduced. The Company had intimated the NSE on non-applicability of the provisions. However, the Company has always adopted and followed the best governance principles and ensures no such delay will happen in future by ensuring adequate processes and further ensuring timely compliances. |
|
2 |
Regulation 40(9) of SEBI (LODR) Regulations, 2015: There was 8 days delay in uploading the Certificate issued as per Regulation 40(10) of SEBI (LODR) in respect of Transfer, Transmission, Transposition of Securities as on 31.03.2024: Certificate to be uploaded on NSE portal on 30.04.2024 but the company uploaded the certificate only on 08.05.2024 resulting in a delay of 8 days. Directors Reply - There was a delay in filing of Certificate under Reg 40(9) by 8 days and the same is taken seriously. However, this regulation has been discarded w.e.f Dec 12, 2024. Hence further the filing does not arise. |
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and as per the recommendations of the Audit Committee, the Board of Directors, appointed Mr. B. Venkateswar (M.No.27623), Cost Accountant, Coimbatore as Cost Auditor of the Company for the Financial year 2025-26. The remuneration payable to the Cost Auditor is subject to ratification of the members in General meeting. The Board recommends their remuneration for members ratification.
The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel to the median of employees'' remuneration are provided in Annexure - 4 of this report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committees (ICs) to consider and resolve the complaints related to sexual harassment. There was no complaints received from any employee during the financial year.
|
No. of sexual harassment complaints received during the year |
NIL |
|
No. of complaints resolved during the year |
NIL |
|
No. of cases pending for more than ninety days |
NIL |
The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961.
Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.
The vigil mechanism of your Company provides for adequate safeguards against victimisation of whistle blowers who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.
No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of your Company www.salonacotspin.com
During the year under review, your Company has not received any complaints under the vigil mechanism.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, 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 Act read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, is provided as Annexure - 2 of this report.
During the year, the Company generated 58.92 lakh units (net) of wind power, compared to 69.87 lakh units in the previous year. The solar power plant (ground-mounted) at Thaligai Village, Velagoundampatti, Namakkal District, Tamil Nadu, generated 33.82 lakh units (previous year: 36.01 lakh units) for captive consumption. The wind power generator in Gujarat, commissioned in July 2023, generated 71.44 lakh units during the year as against 39.01 lakh units in the previous year.
The captive consumption of wind and solar power contributed to a significant reduction in power costs and thereby enhanced the profitability of the textile mill.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
The Board periodically discusses the risks concerning the company''s business operations and adequate safeguards are being taken to address any potential risk.
In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically in respect of technology controls and processes.
During the year under review, your Company did not face any incidents or breaches or loss of data breach in Cyber Security.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.
The disclosure under this clause is not applicable as the Company has not undertaken any valuation at the time of one-time settlement with the banks or financial institutions during the year under review.
As required under SEBI (Listing Obligations and Disclosure Requirements) Rules, 2015, the Whole-Time Director and the Chief Financial Officer have furnished necessary Certificate to the Board on the financial statements presented.
SAKSHAM NIVESHAK - 100 DAYS CAMPAIGN
Pursuant to Investor''s Education and Protection Fund Authority (IEPFA), Ministry of Corporate affairs (MCA) circular dated July 16, 2025 for KYC and other updation and Shareholder Engagement to Prevent Transfer of Unpaid/Unclaimed Dividends to IEPF, a 100 days Campaign- âSaksham Niveshakâ has been launched, targeting shareholders whose dividends remain unpaid/unclaimed. The Company has sent intimations to shareholders and has updated the same on the website and intimated NSE.
During this Campaign, all shareholders with unpaid/unclaimed dividends, are requested to update their KYC, Nomination Details, or have any issues or queries related to unpaid dividends and shares, can reach out to the Company''s Registrar & Share Transfer Agent. This Campaign specifically aims to help shareholders update their KYC, Bank mandates, Nominee, and Contact Information. Shareholders are also urged to claim their unclaimed dividends to prevent their dividends and shares from being transferred to the Investor Education & Protection Fund (IEPF). For shareholders holding shares in demat form, it is advised to approach their Depository Participant (DP) to update their KYC details. The notice for this Campaign is available on the Company''s website at www.salonacotspin.com , as well as on the National Stock Exchange (NSE) website, where the Company''s shares are listed, at www.nseindia.com.
Your Directors'' state that during the year under review:
1. You company did not issue any securities during the period under report.
2. Your Company did not issue any shares (including sweat equity shares) to employees of your company under any scheme.
3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and your Company''s operation in future.
4. No application was made and no proceeding was pending under the Insolvency and Bankruptcy Code, 2016.
The Board of Directors expresses its profound gratitude for the invaluable guidance, unwavering support, and steadfast assistance extended by the Banks. We are also deeply appreciative of the trust, confidence, and loyalty demonstrated by our esteemed shareholders, customers, suppliers, and business associates, which continue to form the bedrock of the Company''s operations.
The Directors wish to formally acknowledge and commend the exceptional dedication and unwavering commitment of the employees at all levels. Their tireless efforts and consistent contributions are essential in ensuring the Company''s continued operations and growth.
The Board offers its prayers to invoke the blessings of Lord Vishnu, Goddess Lakshmi, Lord Shiva, and Goddess Shakti for the continued growth, prosperity, and well-being of the Company and all its stakeholders.
Mar 31, 2024
Your directors have great pleasure in presenting their Thirtieth Annual Report together with Audited financial statements of the Company for the financial year ended 31st March 2024.
|
Financial Highlights |
||
|
Details |
(Rupees in Lakh) |
|
|
31.03.2024 |
31.03.2023 |
|
|
INCOME |
||
|
Revenue from operations |
72,225.79 |
48,691.15 |
|
Other Income |
25.29 |
29.16 |
|
Total Income |
72,251.08 |
48,720.31 |
|
Profit before Depreciation, Finance Costs, Exceptional Items and Tax Expense |
3,047.88 |
3,512.59 |
|
Less: Depreciation/Amortization/Impairment |
686.21 |
546.68 |
|
Profit before Finance Costs, Exceptional Items and Tax Expense |
2,361.67 |
2965.91 |
|
Less: Finance Costs |
1,521.39 |
940.14 |
|
Profit before Exceptional Items and Tax Expense |
840.28 |
2025.77 |
|
Exceptional Items |
Nil |
Nil |
|
Profit before Tax Expense |
840.28 |
2,025.77 |
|
Less: Taxes Expense (Current & Deferred) |
227.54 |
268.83 |
|
Profit for the Year |
612.74 |
1,756.94 |
|
Add: Other Comprehensive Income |
9.23 |
0.22 |
|
Balance of Profit for Earlier Years |
6,870.08 |
5,176.07 |
|
Less: Transfer to Reserves |
Nil |
Nil |
|
Less: Dividend paid on Equity Shares |
63.15 |
63.15 |
|
Balance carried over to Balance sheet |
7,428.90 |
6,870.08 |
Your directors are pleased to recommend a dividend of Rs. 1.00 per share for the financial year ended 31st March 2024 subject to the approval of Members. The total outgo in the form of Dividend will be to the extent of Rs.52.62 Lakh.
During the year under review, the production of cotton yarn was 43.60 Lakh Kilograms as against 36.46 Lakh Kilograms in the preceding year. The Turnover increased to Rs.67,439.58 Lakh as against Rs. 44,174.55 Lakhs in the previous period. The Sales Turnover includes Total Export Sales of Rs. 56,217.99 Lakh as against Rs. 33,669.27 Lakh in the previous year showing an increase of 66.97%.. During the year, the Export Turnover of traded goods increased to Rs. 46,697.38 Lakh from Rs. 23,346.89 Lakh.
During the year under report your Company added 18000 Spindles to its existing capacity at Kannampalayam Village, Sulur Taluk, Coimbatore District. The additional machinery is under refurbishment and the production of Yarn is yet to commence. The said additional capacity will be adding to turnover in the years to come which would result in profitability enhancement.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:
Pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, Details on Conservation of energy, Technology Absorption, Foreign Exchange Earnings and Outgoings has been attached as a separate Annexure to the Report.
During the year the green energy generated increased to 69.87 Lakh units (net) of wind electricity from 65.84 Lakh units in the previous year and 36.01 Lakh Units (Previous Year 34.34 Lakh Units) was generated through Solar Power Plant (Ground Mounting) at Thaligai Village, Velagoundampatti, Namakkal District, Tamil Nadu for Captive Consumption. Further the Company has installed one number Wind Electric Generator to the capacity of 2.10 MW at Deri Village, Jamnagar District, Gujarat and the energy generated 39.01 Lakh Units(net) from July 2023 to March 2024. The energy generated through WEG was sold to third parties at Gujarat State.
By captive consumption, the Wind Electricity & Solar power contributed to reduction in power cost and contributed to the profits of the textile mill.
OUTLOOK FOR THE IMMEDIATE FUTURE:
The Spinning segment of the textile industry continues to witness the paradox of mismatch of prices of cotton (raw material) and prices of yarn (finished goods).
CHANGES IN NATURE OF BUSINESS:
There is no change in the nature of business of the company during the period under review.
MATERIAL CHANGES AND COMMITMENT OCCURRED DURING PERIOD AFFECTING FINANCIAL POSITION OF COMPANY:
There are no material changes or commitments affecting the financial position of the Company, subsequent to the end of the financial year.
The Company has neither accepted nor holds any public deposits as per Section 73, Section 75 and Section 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules 2014 during the year under review.
The total amount of unsecured loans received from other Companies as Intercorporate Loan as on 31/03/2024 Is Rs. 64.77 Lakhs which is not included in Deposits as it is exempted under Rule 2(1)(c)(vIII) of Companies (Acceptance of Deposits) Rules, 2014.
Corporate Governance, Management Discussion and Analysis and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance is annexed hereto.
The Annual Return as per Section 92(3) of the Companies Act, 2013 in Form MGT-7 is made available on the Website of the Company and can be accessed at www.salonacotspin.com.
During the period under report there was no change in the composition of the Board of Directors. Details of Directors, their attendance at Board and Committee meetings are furnished in the Corporate Governance Report.
The Company has received disclosures from all the Directors and none of the directors has been disqualified as per Section 164 of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014.
Mr. Raghav Agarwal (DIN: 06981525), Non-Executive Non-Independent Director retires by rotation at this Annual General Meeting and being eligible offers himself for re-appointment. Brief resume of the Director is given in the Notice of the Annual General Meeting.
Key Managerial Personnel of the Company are listed below.
KEY MANAGERIAL PERSONNEL:
|
Name of the Person |
Designation |
|
Sri. Shyamlal Agarwala |
Managing Director |
|
Sri. Manoj Kumar Jhajharia |
Joint Managing Director |
|
Sri. M.S. Selvaraj |
Chief Financial Officer |
|
Ms. Archana R Jha (till 31st May 2024) |
Company Secretary and Compliance Officer |
|
Sri. P.S. Ravishankar (From 12th August 2024) |
Company Secretary and Compliance Officer |
COMMITTEES:
Details of Composition and Meetings of various Committees, i.e., Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee and Corporate Social Responsibility Committee form part of the Report on Corporate Governance.
In pursuance of the Act and Listing Regulations, the following policies have been framed and disclosed on the Company''s website www.salonacotspin.com
1. Related Party Transactions
2. Whistle Blower Policy & Vigil Mechanism
3. Policy for Preservation of Documents
EVALUATION OF BOARD OF DIRECTORS:
Pursuant to Companies Act 2013 and Regulation 17 (10) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an evaluation of its own performance based on the specific duties, obligation and the execution of the same, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration, Stakeholders'' Relationship Committee and Corporate Social Responsibility Committee, the performance evaluation of the Independent Directors, Chairman and Managing Director.
The Independent Directors have also conducted a separate meeting held on 12th February 2024 and conducted evaluation process in respect of the performances of the Non-Independent Directors, Chairperson taking into account the views of Executive director and other non-Executive directors. The meeting also assessed the Board processes with reference to quality, quantity and timelines of flow of information between the company management and the Board as required under the rules.
The Board of Directors met Six (6) Times during the Financial Year on 18th April 2023, 26th May 2023, 11th August 2023, 9th November 2023, 6th January 2024 and 12th February 2024, through Physical Mode at the Corporate Office of the Company situated at Coimbatore. The Composition of Board and Other Details form Part of the Report on Corporate Governance.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not given any loans or guarantees as per Section 186 of the Companies Act, 2013. The details of the Investments made by the Company are given in the Notes to Financial Statements.
PARTICULARS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Joint venture or Associate Company.
All related party transactions that were entered into during the financial year were on arm''s length basis and in the ordinary course of business. The transactions were within the permitted/approved limits only. Further, there were no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. Reporting in Form AOC-2 is attached as Annexure-I. Approval of Audit Committee was obtained for transactions of repetitive nature on an annual basis. All related party transactions are placed before the Audit Committee and Board of Directors for their review. The policy on Related Party transactions is available on the Website of the Company at www.salonacotspin.com.
SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS:
There were no significant and material orders passed by the Regulators / Courts that would impact the going concern status and the Company''s operations in future.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3) (c) of the Companies Act, 2013, your Directors confirm:
a) that in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.
b) that your directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the Profit of the Company for that period.
c) that your directors had taken proper and sufficient care for the maintenance of adequate accounting records as per the Companies Act, 2013 for safeguarding the Assets of the Company and for preventing and detecting frauds and other irregularities.
d) that your directors had prepared the annual accounts on a going concern basis.
e) that your directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and
f) that your directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
M/s. Gopalaiyer and Subramanian, Chartered Accountants, Coimbatore were re-appointed as the Auditors of the Company for the next term of five years pursuant to the resolution passed by the Members at the Annual General Meeting held on 28th September 2022 and they will hold office up to the date of 33rd Annual General Meeting of the Company.
M/s. Gopalaiyer and Subramanian, Chartered Accountants, have confirmed their eligibility and desire to continue as Statutory Auditors of the company.
EXPLANATION OR COMMENTS BY THE BOARD ON QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITORS IN THEIR REPORT:
There was no qualification, reservation or adverse remark or disclaimer made by the Auditors in their report on the Financial Statements.
Pursuant to Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and other applicable provisions, if any (including any statutory amendments, modifications or re-enactments thereof, from time-to-time), and the recommendation of the Audit Committee, the Board has appointed Sri. Ramanathan Kannan, Practicing Company Secretary, Chennai, to conduct the Secretarial Audit of the Company. The Report is enclosed herewith as Annexure -II.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings (SS-I) and General Meetings (SS-II) and such systems were adequate and operating effectively.
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules 2014, and other applicable provisions, if any (including any statutory amendments, modifications or reenactments thereof, from time-to-time), and the recommendation of the Audit Committee, the Board has appointed Sri B. Venkateswar, Cost Accountant, Coimbatore as the Cost Auditor to conduct the Cost Audit of the Company for the financial year 2024-2025.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an internal Control System, commensurate with the size, scale, and complexity of Its operations. The Company has internal Audits which monitor and evaluate the efficiency and adequacy of Internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. The scope and authority of the internal Audit function is defined in the internal Audit Manual.
To maintain its objectivity and independence, the internal Audit function reports to the Chairman of the Audit Committee and to the Chairman and Managing Director of the Company.
Based on the report of internal Audit function, corrective actions are taken in the respective areas which thereby strengthens the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee.
Pursuant to Section 134(3) (n) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has developed a Risk Management Policy and implemented the same. The Company has not identified any element of risk which may be a threat for the existence of the Company.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The Company has constituted Corporate Social Responsibility (CSR) Committee which shall recommend to the Board, the activities to be undertaken by the Company as specified in Schedule Vii, recommend the amount of expenditure to be incurred on such activities and monitor the CSR Policy of the Company. The details of the Corporate Social Responsibility activities / expenditure are given as Annexure III.
The particulars required to be included pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 on Conservation of Energy, etc., is enclosed as Annexure IV.
No employee of the Company was in receipt of remuneration of Rs. 60.00 Lakh per annum or more and no employee of the Company employed for a part of the financial year ended 31st March 2024 was in receipt of remuneration of Rs. 5.00 Lakhs per month or more.
The information required pursuant to Section 197(12) of the Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and forming part of the Directors Report for the financial year ended 31st March 2024 is enclosed as Annexure V.
None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his spouse and dependent children) more than two percent of the equity shares of the Company.
industrial relations continued to remain cordial during the period and the Board places its appreciation for the services rendered by the employees of the Company.
During the year under review, the Reserves and Surplus, stood at Rs. 7443.90 Lakhs (Rs. 6885.08 Lakhs credit balance in the previous year). The Company met all financial commitments to the Bankers on account of Term Loan and Working Capital Credit.
DETAILS REGARDING ISSUE OF SHARES
During the year under review the Company has not issued any shares.
ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has established a Vigil Mechanism for Directors and Employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics. The Policy has been posted on the Website of the Company at www.salonacotspin.com.
DISCLOSURE PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN:
The Company has constituted Internal Compliance Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has zero tolerance for sexual harassment at workplace and has put in place an adequate system for safeguarding the dignity of women employees on complaints if any received are redressed to provide justice to the affected employees without any delay. During the year 2023-2024, no complaints were received by the Company related to sexual harassment.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:
The Company sends periodical letters to all shareholders whose dividends are unclaimed to ensure that they receive their rightful dues. Efforts are also made in co-ordination with the Registrar to locate the shareholders who have not claimed their dues. The amount due to be transferred to the IEPF have been remitted to the IEPF authority during the year under report.
During the year, there were no transactions requiring disclosure or reporting in respect of matters relating to:
i) Pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016 and
ii) Instance of one-time settlement with any bank or financial institution.
Disclosures under sub rule 5 (xi) and (xii) of rule 8 of Companies (Accounts) Rules, 2014 are not applicable to the Company.
The Directors wish to place on record their gratitude to State Bank of India, Union Bank of India, CSB Bank Ltd., ICICI Bank Limited and HDFC Bank Limited for their financial assistance. Your directors also take this opportunity to express their appreciation of the co-operation extended by the Employees and the Shareholders for their appreciation of the Management''s efforts expressed at the Annual General Meeting of the Company.
The Board dedicates its prayers to invoke the blessing of Lord Vishnu, Goddess Lakshmi, Lord Shiva, and Goddess Shakthi for the continued prosperity of the Company and all its stakeholders.
Mar 31, 2023
The directors have great pleasure in presenting their Twenty-Ninth Annual Report together with Audited financial statements of the Company for the financial year ended 31st March 2023.
|
Details |
(Rupees in Lakhs) |
|
|
31.03.2023 |
31.03.2022 |
|
|
Revenue from Operations |
48,691.15 |
64,708.02 |
|
Other Income |
29.16 |
6.23 |
|
Total Income |
48,720.31 |
64,714.25 |
|
Profit before Depreciation, Finance Costs, Exceptional Items and Tax Expense |
3512.59 |
3745.84 |
|
Less: Depreciation/ Amortization/ Impairment |
546.68 |
332.67 |
|
Profit before Finance Costs, Exceptional Items, and Tax Expense |
2965.91 |
3413.17 |
|
Less: Finance Costs |
940.14 |
738.12 |
|
Profit before Exceptional items and Tax Expense |
2025.77 |
2675.05 |
|
Add: Exceptional Items |
Nil |
Nil |
|
Profit before Tax Expense |
2025.77 |
2675.05 |
|
Less: Tax Expense (Current & Deferred) |
268.83 |
696.14 |
|
Profit for the Year |
1,756.94 |
1,978.91 |
|
Add: Other Comprehensive Income |
0.22 |
-4.03 |
|
Balance of Profit for Earlier Years |
5176.07 |
3253.81 |
|
Less: Transfer to Reserves |
Nil |
Nil |
|
Less: Dividend paid on Equity Shares |
63.15 |
52.62 |
|
Balance carried over to Balance Sheet |
6870.08 |
5176.07 |
Your directors are pleased to recommend a Dividend of Rs. 1.20 per Share for the FinancialYear ended 31st March 2023 subject to the approval of Members. The total Outgo in the form of Dividend will be to the extent of Rs.63.15 Lakh.
During the Year under Review, the Production of CottonYarn is 36.46 Lakh Kilograms as against 40.53 Lakh Kilograms in the preceding Year. The Sales Turnoverfell to Rs.44,174.55 Lakhas against Rs. 61,063.44 Lakhsin the previous period on Account of Sales of Traded Goods. The Sales Turnover includes Total Export Sales of Rs.33,669.27 Lakhas against Rs. 54892.13 Lakh in the previous FinancialYear. During the Financial Year, the Export Turnover of Traded Goods reduced to Rs.23346.89 Lakh from Rs. 42202.34 Lakh in the Previous Financial Year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:
Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, Details on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgoings has been attached as a separate Annexure to the Report.
During the Year the Green Energy generated increased to 65.84 Lakh Units (Net) of Wind electricity from 65.57 Lakh Units in the Previous Financial Year and 34.34 Lakh Units were generated through Solar Power Plant (Ground Mounting) at Thaligai Village, Velagoundampatti, Namakkal District, Tamil Nadu for Captive Consumption during the year. By Captive Consumption, the Wind Electricity and Solar Power contributed to Reduction in Power Costand contributed to the Profits of the Textile Mill. Hence the Overall Performance of the Company should be considered as Satisfactory.
OUTLOOK FOR THE IMMEDIATE FUTURE:
The Spinning Segment of the Textile Industry continues to witness the Paradox of Mismatch of Prices of Cotton (Raw Material) and Prices of Yarn (Finished Goods).
CHANGES IN NATURE OF BUSINESS:
There is no Change in the Nature of Business of the Company during the period under Review.
MATERIALCHANGES AND COMMITMENT OCCURRED DURINGTHE PERIOD AFFECTING THE FINANCIALPOSITION OF THE COMPANY:
There are no MaterialChanges or Commitments affecting the FinancialPosition of the Company, subsequent to the end of the Financial Year.
The Company has neither accepted nor holds any public deposits pursuant to Section 73, Section 75 and Section 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules 2014 during the Year under Review
The total amount of unsecured loans received from Other Companies as Intercorporate Loans as on 31st March 2023 is Rs. 162.00 Lakh which is not included in Deposits as it is exempted under Rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014.
Corporate Governance, Management Discussion and Analysis Report and a Certificate from the Auditors of the Company regarding Compliance with Conditions of Corporate Governance is annexed hereto.
The Annual Return pursuant to Section 92(3) of the Companies Act, 2013 in Form MGT-7 is made available on the Website of the Company and can be accessed at www.salonacotspin.com.
During the Year under Report, your Board inducted Two Additional Directors and with their induction the Present Strength of the Board is Eight Directors.
The Board, on the Recommendation of the Nomination and Remuneration Committee has approved the Appointment of Shree Raghav Agarwal as a Non-Executive Non-Independent Director and Shree Prabhu Damodaran as Non-Executive Independent Director. Both the Directors were inducted into the Board as Additional Directors of the Company at the Board Meeting held on 14th November 2022. Their Appointment as Additional Directors is subject to their seeking election as Directors at the ensuing Annual General Meeting.
Accordingly, Consent of the Members is sought for their Appointment and the Agenda Items pertaining to their Appointment are set out at Item No. 4 and Item No.5 of the Notice of the ensuing Annual General Meeting.
Details of the Directors seeking Appointment form Part of theExplanatory Statement attached to the Notice of the ensuing Annual General Meeting, pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Company has received Disclosures from all the Directors and none of the directors are disqualified pursuant to Section 164 of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014.
Key Managerial Personnel of the Company are listed below.
|
Name of the Person |
Designation |
|
Shree Shyamlal Agarwala |
Managing Director |
|
Shree Manoj Kumar Jhajharia |
Joint Managing Director |
|
Shree M.S. Selvaraj |
Chief Financial Officer |
|
Ms. Archana R Jha |
Company Secretary and Compliance Officer |
Details of Composition and Meetings of various Committees, i.e., Audit Committee, Nomination and Remuneration Committee, Stakeholdersâ Relationship Committee and Corporate Social Responsibility Committee form part of the Report on Corporate Governance.
EVALUATION OF BOARD OF DIRECTORS
Pursuant to the Companies Act, 2013 and Regulation 17(10) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an Evaluation of its Own Performance based on Specific Duties, Obligation, and Execution of the same, the Directors Individually as well as the Evaluation of the Working of its Committees,and the Performance Evaluation of the Independent Directors, and the Chairman and Managing Director. The Board expressed its Satisfaction with the Execution Process.
The Board of Directors met Six (6) Times during the Financial Year on 30th May 2022, 12th August 2022, 14th November 2022, 4th January 2023, 10th February 2023, and 9th March 2023, through Physical Mode at the Corporate Office of the Company situated at Coimbatore. The Composition of Boardand Other Details form Part of the Report on Corporate Governance.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not given any Loans or Guarantees as per Section 186 of the Companies Act, 2013. The Details of the Investments made by the Company are given in the Notes to Financial Statements.
PARTICULARS OF SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Joint Venture, or Associate Company. RELATEDPARTYTRANSACTIONS:
All Related Party Transactions that were entered into during the Financial Year were on Arm''s Length Basis and in the Ordinary Course of Business. Further, there were no Materially Significant Related Party Transactions made by the Company with Promoters, Key Managerial Personnel or Other Designated Persons which may have Potential Conflict with Interest of the Company at large. Reporting in Form AOC-2 is attached as Annexure-I. Approval of Audit Committee was obtained for Transactions of Repetitive Nature on Annual Basis. All Related Party Transactions were placed at the Meetings of the Audit Committee and the Meetings of the Board of Directors for their Review. The Policy on Related Party transactions is available on the Website of the Company at www.salonacotspin.com.
The Board proposed an enabling resolution which is included in the Notice of the ensuing Annual General Meeting of the Company seeking Consent of the Members to enter into Contract(s) / Arrangement(s) / Transaction(s) with Shristi Cotspinn Private Limited, Salona Spinntex Private Limited and Sri Sadhyaa Exports Private Limited, Related Parties pursuant to Section 2(76) of the Companies Act, 2013 and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 for the Purchase and Sale of Cotton, Yarn, Fabrics and Garments on such Terms and Conditions as the Board of Directors may deem fit, up to a Maximum Aggregate Value of Rs. 200.00 Crores for the Financial Year Ended 31st March 2024.
SIGNIFICANT / MATERIALORDERS PASSED BY THE REGULATORS / COURTS
There were no Significantor Material Orders passed by the Regulators/Courts that would impact the Going Concern Status and the Company''s Operations in future.
DIRECTORSâ RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3) (c) of the Companies Act, 2013, your Directors confirm:
a) that in the preparation of AnnualAccounts, the applicable Accounting Standards had been followed along with Proper Explanation relating to Material Departures.
b) that your directors had selected such Accounting Policies and applied them consistently and made Judgements and Estimates that are reasonable and prudent to give a True and Fair View of the State of Affairs of the Company as at the end of the FinancialYear and of the Profit of the Company for that period.
c) that your directors had taken Proper and sufficient care for the maintenance of Adequate Accounting Records as per the Companies Act, 2013 for safeguarding the Assets of the Company and for preventing and detecting Frauds and Other Irregularities.
d) that your directors had prepared the Annual Accounts on a Going Concern Basis.
e) that your directors, had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are Adequate and were operating effectively, and
f) that your directorshad devised Proper Systems to ensure Compliance with the provisions of all applicable laws and that such Systems were Adequate and operating effectively.
M/s. Gopalaiyer and Subramanian, Chartered Accountants, Coimbatore werere-appointed as the Auditors of the Company for the next Term of five Years pursuant to the Resolution passed by the Members at the Annual General Meeting held on 28th September 2022 and they will hold office up to the date of 33rd Annual General Meeting of the Company.
M/s. Gopalaiyer and Subramanian, Chartered Accountants, have confirmed their Eligibility and Consent to continue as Statutory Auditors of the Company.
EXPLANATION OR COMMENTS BY THE BOARD ON QUALIFICATION, RESERVATION OR ADVERSEREMARK OR DISCLAIMER MADE BY THE AUDITORS IN THEIR REPORT:
There was no qualification, reservation or adverse remark or disclaimer made by the Auditors in their Report on the Financial Statements.
Pursuant to Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and other applicable provisions, if any (including any statutory amendments, modifications or re-enactments thereof, from time-to-time), and the recommendation of the Audit Committee, the Board has appointed Sri. Ramanathan Kannan, Practicing Company Secretary, Chennai, to conduct the Secretarial Audit of the Company. The Report is enclosed herewith as Annexure -II.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Directors have devised ProperSystems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings (SS-I) and General Meetings (SS-II) and such Systems were Adequate and operating effectively.
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules 2014, and other applicable provisions, if any (including any statutory amendments, modifications or re-enactments thereof, from time-to-time), and the Recommendation of the Audit Committee, the Board has appointed Shree B. Venkateswar, Cost Accountant, Coimbatore as the Cost Auditor to conduct the Cost Audit of the Company for the Financial Year ended 31st March 2024.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale, and complexity of its operations. The Company has Internal Audits which monitor and evaluate the Efficiency and Adequacy of Internal Control System in the Company, its Compliance with Operating Systems, Accounting Procedures and Policies at all locations of the Company. The Scope and Authority of the Internal Audit Function is defined in the Internal Audit Manual.
To maintain its Objectivity and Independence, the Internal Audit Function reports to the Chairman of the Audit Committee and to the Chairman and Managing Director of the Company.
Based on the Report of Internal Audit Function, Corrective Actions are taken in the respective areas which thereby strengthens the Controls. Significant Audit Observations and Recommendations along with Corrective Actions thereon are presented to the Audit Committee.
Pursuant to Section 134(3) (n) of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has developed a Risk Management Policy and implemented the same. The Company has not identified any Element of Risk which may be a Threat for the Existence of the Company.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The Company has constituted a Corporate Social Responsibility (CSR) Committee which shall recommend to the Board, the Activities to be undertaken by the Company as specified in Schedule VII, recommend the Amount of Expenditure to be Incurred on such Activities and formulate and implement the CSR Policy of the Company. The Details of the CSRActivities / Expenditure are given in Annexure III.
The particulars required to be included pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules 2014 on Conservation of Energy, Technology Absorptioned, Foreign Exchange Earnings and Outgoings etc., is enclosed as Annexure IV.
No Employee of the Company was in receipt of Remuneration of Rs.60.00 Lakh per annum or more and no Employee of the Company employed for a part of the Financial Year ended 31st March 2023 was in receipt of Remuneration of Rs. 5.00 Lakhs per month or more.
The information required pursuant to Section 197(12) of the Companies Act 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and forming part of the Directors Report for the Financial Year ended 31st March 2023 is enclosed as Annexure V.
None of the Employees listed in the said Annexure is a Relative of any Director of the Company. None of the Employees hold (by himself or along with his spouse and dependent children) more than two percent of the Equity Shares of the Company.
The Industrial relations continued to remain cordial during the period and the Board places its appreciation for the services rendered by the Employees of the Company.
During the Year under Review, the Reserves and Surplus, stood at Rs.6885.08 Lakhs (Rs.5191.07 Lakhs credit balance in the previous Year). The Company met all Financial Commitments to the Bankers on Account of Term Loan and Working Capital Credit.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:
Details pertaining to Transfer to Investor Education and Protection Fund form part of the Report on Corporate Governance.
The Directors wish to place on record their gratitude to State Bank of India, Union Bank of India, HDFC Bank Limited, CSB Bank Limited, ICICI Bank Limited for their Financial assistance. Your directors also take this opportunity to express their appreciation for the co-operation extended by the Employees and the Shareholders for their appreciation of the Managementâs efforts expressed at the Annual General Meeting of the Company.
The Board dedicates its prayers to invoke the blessing of Lord Vishnu, Goddess Lakshmi, Lord Shiva, and Goddess Shakthi for the continued prosperity of the Company and all its Stakeholders.
Mar 31, 2016
DIRECTORSâ REPORT TO THE SHAREHOLDERS
To
The Members
The Directors have great pleasure in presenting their Twenty-Second Annual Report together with Audited financial statements of the Company for the year ended 31st March, 2016.
FINANCIAL HIGHLIGHTS
|
Details |
( Rupees in Lacs ) |
|
|
31.03.2016 |
31.03.2015 |
|
|
INCOME |
||
|
Sales and Other operating Receipts |
10025.82 |
10303.37 |
|
Other Income |
14.35 |
37.05 |
|
Total |
10040.17 |
10340.42 |
|
Gross Profit before interest, depreciation and tax |
885.24 |
1000.47 |
|
Less: Interest |
277.35 |
303.33 |
|
Profit/(Loss) after interest, but before depreciation and tax |
607.89 |
697.14 |
|
Less: Depreciation |
334.97 |
443.34 |
|
PROFIT BEFORE TAX |
272.92 |
253.80 |
|
Less: Taxes |
46.04 |
43.21 |
|
NET PROFIT AFTER TAX |
226.88 |
210.59 |
|
Add: Opening Surplus |
1729.15 |
1518.57 |
|
Total Profit available for appropriation |
1956.03 |
1729.15 |
APPROPRIATION
|
The above Profit is proposed to be appropriated as stated below:- |
||
|
Proposed Dividends & Tax on Dividend |
47.50 |
0.00 |
|
Surplus carried over to Balance sheet |
1908.53 |
1729.15 |
DIVIDEND:
Your Directors are pleased to recommend a dividend of 7.5% for the year ended 31st March 2016 subject to the approval of members. The total outgo in the form of dividend including corporate dividend tax will be to the extent of Rs. 47.50 Lacs.
REVIEW OF OPERATIONS:
During the year under review, your Company has recorded a turnover of Rs. 9871.75Lakhs as against Rs.10180.32Lakhs in the previous year on account of decrease in raw material and finished goods prices in worldwide. The Export sales turnover increased to Rs. 2725.40Lakhsfrom Rs.2299.79Lakhs in the previous year. The export turnover in trading division increased to Rs.1083.78 Lakhs from Rs. 201.05 Lakhs. The mill has produced Knitted fabrics of 23.12 Lakhs Kgs. as against 21.48 Lakhs Kgs. in last year. The yarn production is42.54Lakhs Kgs as against 42.94Lakhs Kgs. in last year on account of increase in average count production.
During the year the green energy generated 52.92Lakhs units (net) as against 67.84Lakhs units in previous year through Wind Electric Generator. Due to energy evacuation back out imposed by the TANGEDCO during the year, the steep fall in export of wind electricity. The Wind electricity was actively consumed by use in the Textile Mill. Company consumed major portion of green energy in order to reduce carbon footprints
The overall performance should be considered as satisfactory.
OUT LOOK FOR THE IMMEDIATE FUTURE:
Though the textile industry in spinning sector witnessed a crises of mismatch by steep fall in yarn prices the Company has earned Profit during this year. Your Company continues to pursue cost reduction and better efficiency in production; implementing R&D measure to reduce consumption of energy hence it is optimistic to perform better in the coming years with stability in the prices of raw materials and finished goods.
EVENT SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
There are no material changes and commitments affecting the financial position of the Company, subsequent to the end of the financial year.
PUBLIC DEPOSITS
The Company has not accepted nor holds any public deposits within meaning of Section 73 to 76 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules 2014 during the year under review.
CORPORATE GOVERNANCE:
Corporate Governance, Management Discussion and Analysis and a certificate from the Auditors of the Company regarding compliance of condition of Corporate Governance is furnished in Annexure.
EXTRACT OF ANNUAL RETURN:
As required under Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 an extract of annual return as on 31st March 2016 in MGT 9 is given which form part of this Annual Report is enclosed as Annexure I.
Sri. Shyamlal Agarwala (DIN : 00003055) was re-appointed as Managing Director of the Company, for a period of five years with effect from 1st April 2015, by passing necessary special resolutions at the 21st Annual General Meeting of the Company held on 23rd September 2015. Based on the recommendations of the Audit Committee and the Nomination and Remuneration committee of the Board, the Board of Directors approved enhancement of remuneration payable to Sri. Shyamlal Agarwala with effect from 1st July 2016 and for the remaining tenure of office till 31st March 2020. The enhancement of remuneration payable to Sri. Shyamlal Agarwala requires approval of Shareholders of the Company by a Special Resolution, as per text contained in the Notice convening the ensuing Annual General Meeting.
The Tenure of office of Shri Manoj Kumar Jhajharia, (DIN 00003076) as Joint Managing Director, will expire on 30th June 2016. The Nomination and Remuneration committee at their meetings held on 26thMay 2016, recommended for re-appointment of Sri Manoj Kumar Jhajharia as Joint Managing Director of the Company for a further period Five years, on enhanced remuneration with effect from 1st July 2016. Hence the Board of Directors, at their meeting held on 27thMay, 2016, re-appointed Shri Manoj Kumar Jhajharia asJoint Managing Director for further period of five years, on enhanced remuneration. Such appointment and payment of remuneration are subject to approval of shareholders in the ensuing Annual General Meeting.
KEY MANAGERIAL PERSONNEL
The Company has appointed the following persons as Key Managerial Personnel during the year.
|
Name of the Persons |
Designation |
|
Sri Shyamlal Agarwala |
Managing Director |
|
Sri Manoj Kumar Jhajharia |
Joint Managing Director |
|
Sri M.S. Selvaraj |
Chief Finance Officer |
|
Sri K.B. Sajith |
Company Secretary |
AUDIT COMMITTEE
The Audit Committee comprises of
1. Sri G.V.S. Desikan - Chairman (Non-Executive Independent Director)
2. Sri Dhiresh Jayasi - Member (Non-Executive Independent Director)
3. Sri Manoj Kumar Jhajharia - Member (Joint Managing Director)
The Board has implemented the suggestions made by the Audit Committee from time to time.
EVALUATION OF BOARD OF DIRECTORS
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the Listing agreement the Board has carried out an evaluation of its own performance based on the specific duties, obligation and the execution of the same, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and other Committees, the performance evaluation of the Independent Directors, Chairman and Managing Director. The Board expressed their satisfaction with the execution process.
BOARD MEETINGS:
The Board of Directors met Four times during this financial Year, on the following days:
|
1. 22nd May 2015 |
2. 12th August 2015 |
|
3. 13th November 2015 |
4. 10th February 2016 |
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loans or guarantees governed under the provisions of Section 186 of the Companies Act 2013. The details of the Investments made by the Company are given in the notes to the financial statements.
ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a vigil mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Companyâs code of conduct or ethics. The policy has been posted in the website of the Company viz., www.salonagroup.com
POLICY ON NOMINATION AND REMUNERATION COMMITTEE
The Board of Directors have framed a policy setting out the framework for payment of remuneration to Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The policy is explained as part of the Corporate Governance Report.
The Committee ensures that:
a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully.
b. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and
c. Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on armâs length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act 2013 are complied. Further no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. Hence reporting under AOC-2 is not required. Approval of Audit Committee was obtained for transactions of repetitive nature on annual basis. All related party transactions are placed before the Audit Committee and Board of Directors for their review. The policy on Related Party transactions is available in the website www.salonagroup.com
SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS
There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status and the Companyâs operation in future.
DIRECTORSâ RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3) (c) of the Companies Act, 2013, your Directors confirm:
a) that in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) that your 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 the end of the financial year and of the Profit of the Company for that period;
c) that your 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;
d) that your Directors had prepared the annual accounts on a going concern basis.
e) The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were 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.
AUDITORS:
The present Auditors of the Company, M/s. VKS Aiyer & Co., Chartered Accountants, Coimbatore were appointed for a term of three years pursuant to the resolution passed by the members at the Annual General Meeting held on 29th September 2014. A resolution ratifying their appointment in terms of Section 139 is also placed before the shareholders for their approval at the ensuing Annual General Meeting.
SECRETARIAL AUDIT
Pursuant to provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company appointed Sri S.R. Baalaji,B.Com. F.C.S, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The report is annexed herewith as Annexure - II
No adverse qualifications/comments have been made in the said report by the Practicing Company Secretary.
COST AUDITOR
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules 2014 as amended from time to time, the Board of Directors, on the recommendation of Audit Committee, has appointed Sri B. Venkateswar, Cost Accountant, Coimbatore as Cost Auditor to conduct Cost Audit of the Company for the financial year 2016 - 2017.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has an Internal Audit which monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual.
To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee and to the Chairman and Managing Director of the Company.
Based on the report of internal audit function, corrective action are taken in the respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.
STATEMENT ON RISK MANAGEMENT POLICY
Pursuant to Section 134(3) (n) of the Companies Act 2013 and Clause 49 of the Listing agreement, the Company has constituted a Risk Management Committee. The Committee has developed a Risk Management Policy and implemented the same. The details of the Committee and its terms of reference are set out in the Corporate Governance report forming part of the Boardâs report.
At present the Company has not identified any element of risk which may be a threat for the existence of the Company.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company has constituted Corporate Social Responsibility (CSR) Committee which shall recommend to the Board, the activities to be undertaken by the Company as specified in Schedule VII, recommend the amount of expenditure to be incurred on such activities and monitor the CSR Policy of the Company. The CSR Committee constituted by the Board consisted of the following Directors with effect from 13th November 2014.
1. G.V.S. Desikan - Chairman
2. Shyamlal Agarwala - Member
3. Manoj Kumar Jhajharia - Member
The Company has partially spent the amount stipulated under the requirements of the Act. The amount spent on CSR activities during the year 2015-16 is Rs. 78,119/-. The amount remaining unspent namely Rs. 2,92,801/- (pertaining to 2014-15) and Rs. 9,25,236(pertaining to 2015-16) will be spent during the year 2016-17. The Company is in the process of identifying eligible projects after which the unspent amount will be deployed for the said purpose. The details of the Corporate Social Responsibility activities / expenditure is given as Annexure III.
STATUTORY DISCLOSURES
The particulars required to be included in terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 on Conservation of Energy, etc., is enclosed as Annexure IV.
No employee of the Company was in receipt of remuneration of Rs.60 Lakhs per annum or more and no employee of the Company employed for the part of the financial year 2016 was in receipt of remuneration of Rs. Five Lakhs per month or more.
The information required under Section 197(12) of the Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and forming part of the Directors report for the year ended 31st March 2016 is enclosed as Annexure V.
None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his spouse and dependent children) more than two percent of the equity shares of the Company.
INDUSTRIAL RELATIONS:
The Industrial relations continued to remain cordial during the period and theBoard places its appreciation for the services rendered by the staff and employees of the Company.
FINANCES:
During the year under review, the Reserves and Surplus, representing credit balance in the Profit and Loss Account stood at Rs.1908.53 Lacs (Rs.1729.15 Lacs credit balance in the previous year). The Company met all financial commitments to the Bankers on account of Term Loan and Working Capital Credit.
TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND
The Company sends periodical letters to all shareholders whose dividends are unclaimed so as to ensure that they receive their rightful dues. Efforts are also made in co-ordination with the Registrar to locate the shareholders who have not claimed their dues.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their independence laid down in section 149(6).
LISTING:
The equity shares of the Company are listed and traded in the Stock Exchanges of Chennai, Ahmadabad and Calcutta and the Company has paid the annual listing fees to Ahmadabad Stock Exchanges for the financial year 2015-16.
The Equity Shares of the Company are permitted for trading in BSE Indonext segment - under group âSâ of Bombay Stock Exchange Limited and subsequently withdrawn on 24th June 2014 due to exit option and de-recognition to the stock exchanges.
The NSE has admitted the Securities of our Company for dealings on the National Stock Exchange (Capital Market Segment) with effect from 9th August, 2010 and this agreement discontinued due to de-recognition of Madras Stock Exchange on 21st November 2014.
Members have option to hold their shares in dematerialized form through the National Securities Depositary Limited (NSDL) and Central Depositary Services (India) Limited (CDSL). The ISIN of the Company is INE498E01010.
ACKNOWLEDGEMENT :
The Directors wish to place on record their gratitude to State Bank of India ,Union Bank of India, Oriental Bank of Commerce, and The Catholic Syrian Bank Limited for their financial assistance. Your Directors also take this opportunity to express their appreciation of the co-operation extended by the employees and the Shareholdersâ for their appreciation of the managementsâ efforts expressed at the general meetings of the Company.
The Board dedicates its prayers to invoke the blessing of Lord Vishnu, Goddess Lakshmi, Lord Shiva and Goddess Sakthi for the continued prosperity of the Company and all its stakeholders.
FOR AND ON BEHALF OF THE BOARD
Place: Coimbatore SHYAMLAL AGARWALA
Date : 27th May, 2016 Chairman
Mar 31, 2015
Dear Members,
The Directors have great pleasure in presenting their Twenty-first
Annual Report together with Audited final statements of the Company for
the year ended 31st March, 2015.
FINANCIAL HIGHLIGHTS
Details ( Rupees in Lacs )
31.03.2015 31.03.2014
INCOME
Sales and Other operating Receipts 10303.37 10637.85
Other Income 37.05 24.46
Total 10340.42 10662.31
Gross Profit before interest,
depreciation and tax 1000.47 1671.14
Less: Interest 303.33 337.77
Profit/(Loss) after interest,
but before depreciation and tax 697.14 1333.37
Less: Depreciation 443.34 570.38
PROFIT BEFORE TAX 253.80 762.99
Less: Taxes 43.21 196.54
NET PROFIT AFTER TAX 210.59 566.45
Add: Opening Surplus 1518.57 1041.00
Total Profit available for appropriation 1729.15 1607.45
APPROPRIATION
The above Profit is proposed to be appropriated as stated below:-
General Reserve 0.00 15.00
Proposed Dividends & Tax on Dividend 0.00 73.88
Surplus carried over to Balance sheet 1729.15 1518.57
DIVIDEND:
In order to strengthen the long term resources for the future and
considering the decrease in Profits, the Board of Directors regret
their inability to recommend any dividend for the financial year
2014-15.
REVIEW OF OPERATIONS:
During the year under review, your Company has recorded marginally
lower turnover of Rs.10180.32 Lacs as against Rs.10518.92 Lacs in the
previous year inspite of increase in Yarn production and due to lower
prices realised for finished goods. The Sales turnover includes Export
Sales of Rs. 2299.79 Lacs as against Rs.3875.57 Lacs in the previous
year. The yarn production increased to 42.94 Lacs Kgs as against 41.18
Lacs Kgs. in last year. The mill has produced Knitted fabrics of 21.48
Lacs Kgs. as against 18.43 Lacs Kgs. in last year. On account of
evacuation back out imposed by the TANGEDCO, the windmills generated
67.84 Lacs units (net) of wind electricity as against 85.92 Lacs units
in the previous year. The Wind electricity was captively consumed by
use in the Textile Mill.
The overall performance should be considered as satisfactory.
OUT LOOK FOR THE IMMEDIATE FUTURE:
Though the textile industry in spinning sector witnessed a crises of
mismatch by steep fall in yarn prices the Company has earned Profit
during this year. Your Company continues to pursue cost reduction and
better efficiency in production; hence it is optimistic to perform
better in the coming years with stability in the prices of raw
materials and finished goods.
EVENT SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
There are no material changes and commitments affecting the financial
position of the Company, subsequent to the end of the financial year.
PUBLIC DEPOSITS
The Company has not accepted nor holds any public deposits within
meaning of Section 73 to 76 of the Companies Act, 2013 and Companies
(Acceptance of Deposits) Rules 2014 during the year under review.
CORPORATE GOVERNANCE:
As per SEBI circular dated 15th September 2014 (Ref CIR/CFD/POLICY
CELL/7/2014) compliance with the provisions of Clause 49 is not
mandatory, for the time being for Companies whose paid up equity share
capital does not exceed Rs.10 crore and Net Worth does not exceed Rs.25
crore, as on the last day of the previous financial year. Hence
Corporate Governance Report is not attached to and is not forming part
of the Annual Report.
However adopting the past practice, a separate section on Corporate
Governance, Management Discussion and Analysis and a certificate from
the Auditors of the Company regarding compliance of condition of
Corporate Governance is furnished voluntarily.
EXTRACT OF ANNUAL RETURN:
As required under Section 92(3) of the Companies Act, 2013 and Rule
12(1) of the Companies (Management and Administration) Rules, 2014 an
extract of annual return as on 31st March 2015 in MGT 9 is given which
form part of this Annual Report is enclosed as Annexure I.
DIRECTORS AND MANAGERIAL PERSONNEL:
The Tenure of office of Shri Shyamlal Agarwala, (DIN 00003055) as
Managing Director, expired on 31st March 2015. The Nomination and
Remuneration committee held on 30th March 2015, approved re-appointment
of Sri Shyamlal Agarwala as Managing Director of the Company for a
further period Five years, on enhanced remuneration with effect from
1st April 2015. Hence the Board of Directors, at their meeting held on
30th March 2015, re-appointed Shri Shyamlal Agarwal as Chairman and
Managing Director for further period of five years, on enhanced
remuneration. Such appointment and payment of remuneration are subject
to approval of shareholders in the ensuing Annual General Meeting.
Smt. S. Meenakumari (DIN 07143889) was co-opted as an Additional
Director (Women) on 30th March, 2015 by the Board of Directors and she
hold office up to the date of next Annual General Meeting of the
Company.
In order to comply with the provisions of section 149 read with
Schedule IV of the Companies Act, 2015 and clause 49 of the Listing
agreements entered with Stock Exchanges Smt. S. Meenakumari is proposed
to be appointed as Independent Directors. The said Director has
consented to act as independent Directors and in respect of whom
nominations with required deposit have also been received from members.
KEY MANAGERIAL PERSONNEL
The Company has appointed the following persons as Key Managerial
Personnel during the year.
Name of the Persons Designation
Sri Shyamlal Agarwala Managing Director
Sri Manoj Kumar Jhajharia Joint Managing Director
Sri M.S. Selvaraj Chief Finance Officer
Sri K.V. Murugan Company Secretary
AUDIT COMMITTEE
The Audit Committee comprises of
1. Sri G.V.S. Desikan - Chairman (Non-Executive Independent Director)
2. Sri Dhiresh Jayasi - Member (Non-Executive Independent Director)
3. Sri C. Thirumurthy - Member (Non-Executive Independent Director)
The Board has implemented the suggestions made by the Audit Committee
from time to time.
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of
the Listing agreement the Board has carried out an evaluation of its
own performance based on the specific duties, obligation and the
execution of the same, the Directors individually as well as the
evaluation of the working of its Audit, Nomination and Remuneration and
other Committees, the performance evaluation of the Independent
Directors, Chairman and Managing Director. The Board expressed their
satisfaction with the execution process.
BOARD MEETINGS:
The Board of Directors met Six times during this financial Year.
1. 26th May 2014
2. 25th July 2014
3. 11th August 2014
4. 13th November 2014
5. 11th February 2015
6. 30th March 2015
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loans or guarantees governed under the
provisions of Section 186 of the Companies Act 2013. The details of the
Investments made by the Company are given in the notes to the financial
statements.
ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a vigil mechanism for Directors and
employees to report concerns about un ethical behaviour, actual or
suspected fraud or violation of the Company's code of conduct or
ethics. The policy has been posted in the website of the Company viz.,
www.salonagroup.com
POLICY ON NOMINATION AND REMUNERATION COMMITTEE
The Board of Directors have framed a policy setting out the framework
for payment of remuneration to Directors, Key Managerial Personnel and
Senior Management Personnel of the Company. The policy is explained as
part of the Corporate Governance Report.
The Committee ensures that:
a. The level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors of the quality
required to run the Company successfully.
b. Relationship of remuneration to performance is clear and meets
appropriate performance benchmarks and
c. Remuneration to Directors, Key Managerial Personnel and Senior
Management involves a balance between fixed and incentive pay
reflecting short and long term performance objectives appropriate to
the working of the Company and its goals.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on arm's length basis and in the ordinary course of
business and that the provisions of Section 188 of the Companies Act
2013 are complied. Further no materially significant related party
transactions made by the Company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the Company at large. Hence reporting under AOC-2 is
not required. Approval of Audit Committee was obtained for transactions
of repetitive nature on annual basis. All related party transactions
are placed before the Audit Committee and Board of Directors for their
review. The policy on Related Party transactions is available in the
website www.salonagroup.com
SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS
There are no significant and material orders passed by the
Regulators/Courts that would impact the going concern status and the
Company's operation in future.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3) (c) of the Companies Act,
2013, your Directors confirm:
a) that in the preparation of annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
b) that your 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 the end of the financial year and of
the Profit of the Company for that period;
c) that your 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;
d) that your Directors had prepared the annual accounts on a going
concern basis.
e) The Directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were 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.
AUDITORS:
The present Auditors of the Company, M/s. VKS Aiyer & Co., Chartered
Accountants, Coimbatore were appointed for a term of three years
pursuant to the resolution passed by the members at the Annual General
Meeting held on 29th September 2014. A resolution ratifying their
appointment in terms of Section 139 is also placed before the
shareholders for their approval at the ensuing Annual General Meeting.
SECRETARIAL AUDIT
Pursuant to provisions of Section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the Company appointed Mr. G Soundararajan, Practicing
Company Secretary to undertake the Secretarial Audit of the Company.
The report is annexed herewith as Annexure - II
No adverse qualifications/comments have been made in the said report by
the Practicing Company Secretary.
COST AUDITOR
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules 2014 as amended from time to
time, the Board of Directors, on the recommendation of Audit Committee,
has appointed Sri B. Venkateswar, Cost Accountant, Coimbatore as Cost
Auditor to conduct Cost Audit of the Company for the financial year
2015 - 2016.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The Company has an Internal
Audit which monitors and evaluates the efficiency and adequacy of
internal control system in the Company, its compliance with operating
systems, accounting procedures and policies at all locations of the
Company. The scope and authority of the Internal Audit function is
defined in the Internal Audit Manual.
To maintain its objectivity and independence, the Internal Audit
function reports to the Chairman of the Audit Committee and to the
Chairman and Managing Director of the Company.
Based on the report of internal audit function, corrective action are
taken in the respective areas and thereby strengthen the controls.
Significant audit observations and recommendations along with
corrective actions thereon are presented to the Audit Committee of the
Board.
IMPACT OF PENDING LITIGATIONS
The Company received favourable order from the Appellate Deputy
Commissioner (CT) (MAIN) for the sales tax appeals against the orders
passed by the Assistant Commissioner (CT) (FAC), R.S.Puram Circle,
Coimbatore in respect of Carbon Credit receipt for the years 2008-09
and 2009-10. Subsequently the department has gone on further appeal
with the Appellate Tribunal and the matter is pending.
STATEMENT ON RISK MANAGEMENT POLICY
Pursuant to Section 134(3) (n) of the Companies Act 2013 and Clause 49
of the Listing agreement, the Company has constituted a Risk Management
Committee. The Committee has developed a Risk Management Policy and
implemented the same. The details of the Committee and its terms of
reference are set out in the Corporate Governance report forming part
of the Board's report.
At present the Company has not identified any element of risk which may
be a threat for the existence of the Company.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company has constituted Corporate Social Responsibility (CSR)
Committee which shall recommend to the Board, the activities to be
undertaken by the Company as specified in Schedule VII, recommend the
amount of expenditure to be incurred on such activities and monitor the
CSR Policy of the Company. The CSR Committee constituted by the Board
consisted of the following Directors with effect from 13th November
2014
1. G.V.S. Desikan - Chairman
2. Shyamlal Agarwala - Member
3. Manoj Kumar Jhajharia - Member
The Company has partially spent the amount stipulated under the
requirements of the Act. The amount spent on CSR activities during the
year 2014-15 is Rs. 48320/-. The amount remaining unspent namely Rs.
2,44,481/- will be spent during the year 2015-16. The Company is in the
process of identifying eligible projects after which the unspent amount
will be deployed for the said purpose.
STATUTORY DISCLOSURES
The particulars required to be included in terms of Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules 2014 on Conservation of Energy, etc., is enclosed as
Annexure III.
No employee of the Company was in receipt of remuneration of Rs.60
Lakhs per annum or more and no employee of the Company employed for the
part of the financial year 2015 was in receipt of remuneration of Rs.
Five Lakhs per month or more.
The information required under Section 197(12) of the Companies Act
2013 read with Companies (Ap- pointment and Remuneration of Managerial
Personnel) Rules 2014 and forming part of the Directors report for the
year ended 31st March 2015 is enclosed as Annexure IV.
None of the employees listed in the said Annexure is a relative of any
Director of the Company. None of the employees hold (by himself or
along with his spouse and dependent children) more than two percent of
the equity shares of the Company.
INDUSTRIAL RELATIONS:
The Industrial relations continued to remain cordial during the period
and the Board places its apprecia- tion for the services rendered by
the staff and employees of the Company.
FINANCES:
During the year under review, the Reserves and Surplus, representing
credit balance in the Profit and Loss Account stood at Rs.1729.15 Lacs
(Rs.1518.57 Lacs credit balance in the previous year). The Company met
all financial commitments to the Bankers on account of Term Loan and
Working Capital Credit.
TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND
The Company sends periodical letters to all shareholders whose
dividends are unclaimed so as to en- sure that they receive their
rightful dues. Efforts are also made in co-ordination with the
Registrar to locate the shareholders who have not claimed their dues.
During the year, the Company has transferred a sum of Rs. 1,55,782/- to
Investor Education & Protection Fund, the amount which was due and
payable and remained unclaimed for a period of seven years, as provided
in Section 125 of the Companies Act, 2013.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received necessary declaration from each Independent
Director of the Company un- der Section 149(7) of the Companies Act,
2013 that the Independent Directors of the Company meet with the
criteria of their independence laid down in section 149(6).
LISTING:
The equity shares of the Company are listed and traded in the Stock
Exchanges of Chennai, Ahmadabad and Calcutta and the Company has paid
the annual listing fees to Stock Exchanges for the financial year
2014-15.
Ahmedabad and Madras Stock Exchanges for the financial year 2014-15.
The Equity Shares of the Company are permitted for trading in BSE
Indonext segment - under group "S" of Bombay Stock Exchange Limited and
subsequently withdrawn on 24th June 2014 due to exit option and
de-recognition to the stock exchanges.
The NSE has admitted the Securities of our Company for dealings on the
National Stock Exchange (Capital Market Segment) with effect from 9th
August, 2010 and this agreement discontinued due to de-recognition of
Madras Stock Exchange on 21st November 2014.
Members have option to hold their shares in dematerialized form through
the National Securities Depositary Limited (NSDL) and Central
Depositary Services (India) Limited (CDSL). The ISIN of the Company is
INE498E01010.
ACKNOWLEDGEMENT :
The Directors wish to place on record their gratitude to State Bank of
India ,Union Bank of India, Oriental Bank of Commerce, and The Catholic
Syrian Bank Limited for their financial assistance. Your Directors also
take this opportunity to express their appreciation of the co-operation
extended by the employees and the Shareholders' for their appreciation
of the managements' efforts expressed at the general meetings of the
Company.
The Board dedicates its prayers to invoke the blessing of Lord Vishnu,
Goddess Lakshmi, Lord Shiva and Goddess Sakthi for the continued
prosperity of the Company and all its stakeholders.
FOR AND ON BEHALF OF THE BOARD
Place: Coimbatore SHYAMLAL AGARWALA
Date : 22nd May, 2015 Chairman
Mar 31, 2014
The Members
The Directors have great pleasure in presenting their Twentieth Annual
Report together with Audited financial statements of the Company for
the year ended 31st March, 2014.
1. WORKING RESULTS
Details (Rupees in Lacs )
31.03.2014 31.03.2013
INCOME
Sales and Other operating
Receipts 10637.85 8570.34
Other Income 24.46 13.29
Total 10662.31 8583.63
Gross Profit before interest, depreciation
and tax 1671.14 1347.77
Less: Interest 337.77 428.80
Profit/(Loss) after interest, but before
depreciation and tax 1333.37 918.97
Less: Depreciation 570.38 547.91
PROFIT BEFORE
TAX7 62.9937 1.06
Less: Provision for Income Tax - Current Tax 152.60 78.00
Less: Provision for Deferred Tax Liability (Net) 43.12 (18.30)
Less: Prior Year Taxes 0.82 0.11
NET PROFIT/(LOSS) AFTER
TAX 566.45 311.25
Add: Opening Surplus 1041.00 729.75
Total Profit available for appropriation 1607.45 1041.00
APPROPRIATION
The above Profit is proposed to be appropriated
as stated below:-
Proposed Dividends & Tax on Dividend 73.88 0.00
Surplus carried over to Balance sheet 1533.57 1041.00
2. REVIEW OF OPERATIONS:
During the year under review, the Company achieved further growth in
volume of production and sales of yarn when compared with the previous
year. The Company achieved much better working results than in the
previous year due to better capacity utilisation, due to stability in
supply of power and prices of cotton.
The sales turnover was Rs.10518.92 Lacs as against Rs.8518.13 Lacs in
the previous due to increase in Yarn production and increase in yarn
prices. The Sales turnover includes Export Sales of Rs. 3875.57 Lacs as
against Rs.1964.01 Lacs in the previous year. Even the yarn production
increased to 41.18 Lacs Kgs as against 36.23 Lacs Kgs. in last year.
The mill has produced Knitted fabrics of 18.43 Lacs Kgs. as against
18.44 Lacs Kgs. in last year. Though the evacuation back out was
imposed by the TANGEDCO, the windmills generated 85.92 Lacs units (net)
of wind electricity as against 83.20 Lacs units in the previous year.
The Wind electricity was captively consumed by use in the Textile Mill.
The overall performance should be considered as satisfactory.
3. OUT LOOK FOR THE IMMEDIATE FUTURE:
Availability of raw material viz., Cotton of good quality and at a
reasonable price is always a significant factor, which will influence
the performance of the Company. The textile industry in India is also
counting upon imports and hence fluctuation in foreign exchange may
also impact the cost of raw material. Your Directors are optimistic of
achieving satisfactory results in the ensuing year.
4. DIVIDEND:
Your Directors are pleased to recommend a dividend of 12% for the year
ended 31st March 2014 subject to the approval of members. The total
outgo in the form of dividend including corporate dividend tax will be
to the extent of Rs.73.88 Lacs.
5. FINANCES:
During the year under review, the Reserves and Surplus, representing
credit balance in the Profit and Loss Account stood at Rs.1533.56 Lacs
(Rs.1041.00 Lacs credit balance in the previous year). The liability
for interest free sales tax deferred credit stood at Rs.106.59 Lacs.
(Rs. 229.48 Lacs) The Company met all financial commitments to the
Bankers on account of Term Loan and Working Capital Credit.
6. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND
The Company sends periodical letters to all shareholders whose
dividends are unclaimed so as to ensure that they receive their
rightful dues. Efforts are also made in co-ordination with the
Registrar to locate the shareholders who have not claimed their dues.
During the year, the Company has transferred a sum of Rs. 1,26,760/- to
Investor Education & Protection Fund, the amount which was due and
payable and remained unclaimed for a period of seven years, as provided
in Section 205C(2) of the Companies Act, 2013.
7. FIXED DEPOSITS:
The Company has not accepted any deposits from the public so far and
there is no outstanding on account of public deposits.
8. INFORMATION PURSUANT TO SECTION 217 OF COMPANIES ACT, 2013
The information in accordance with clause (e) of sub-section (1) of
section 217 of the Companies Act, 2013 read with the Companies
(Disclosure of Particulars in the report of the Board of
Directors)Rules, 1988 and forming part of the Directors'' Report for the
year ended 31st March 2014 is given in Annexure to this report.
During the period under review, the Company had no employee covered
under Section 217(2A) of the Companies Act, 2013, read with the
Companies (Particulars of Employees) Rules, 1975.
9. DIRECTORS:
Sri C. Thirumurthy and Sri G.V. Desikan are liable to retire by
rotation under the provisions of erstwhile Companies Act, 1956 and
being eligibel and the board recommands their appointment as
Independent Director.
Sri Dhiresh Jayasi was appointed as Additional Director of the Company
on 25th July 2014 by the Board of Directors and is liable to retire at
this Annual General Meeting.
In order to comply with the provisions of Section 149 read with
Schedule IV of the Companies Act, 2013 and Clause 49 of the Listing
Agreements entered into with Stock Exchanges Sri.G.V.S. Desikan, Sri C.
Thirumurthy and Sri Dhiresh Jayasi are proposed to be appointed as
Independent Directors. The said Directors have consented to act as
independent Directors and in respect of whom nominations with required
deposit have been received from members.
A brief profile of the Director retiring by rotation and seeking
re-election, to be provided as per Clause-49 of the Listing Agreement
is annexed to the Notice of Annual General Meeting.
10. DIRECTORS'' RESPONSIBILITY STATEMENT:
In compliance of Section-217(2AA) of the Companies Act, 1956 the
Directors of your Company confirm that:
- All applicable Accounting Standards have been followed in preparation
of Annual Accounts and that there are no material departures;
- Such accounting policies have been selected and applied consistently
and such judgments and estimates made 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, 2014 and of the profit of the Company for the year ended
on that date;
- Proper and sufficient care has been taken for the 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.
- The Annual Accounts of your Company have been prepared on a going
concern basis.
11. AUDITORS:
Your Company''s Auditors M/s. VKS Aiyer & Co., Chartered Accountants,
Coimbatore will retire at the ensuing Annual General Meeting and they
are eligible for re-appointment.
12. Board Committees:
The Board of Directors has re-constituted the Audit Committee ad
rechristened the existing Remuneration Committee as Nomination and
Remuneration Committee and reconstituted it and further, the investors
grievance
Committee renamed as Stakeholders Relationship Committee so as to be in
line with as prescribed under the Companies Act, 2013 and Clause 49 of
the amended Listing Agreement with the Stock Exchanges.
13. CORPORATE GOVERNANCE:
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report.
The requisite Certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Clause 49 is attached to this Report.
14. INDUSTRIAL RELATIONS:
The Industrial relations continued to remain cordial during the period.
The Board of Directors wish to place on record their appreciation for
co-operation extended by all sections of the employees.
15. LISTING:
The equity shares of the Company are listed and traded in the Stock
Exchanges of Chennai, Ahmadabad and Calcutta and the Company has paid
the annual listing fees to Stock Exchanges for the financial year
2013-14.
The Equity Shares of the Company are permitted for trading in BSE
Indonext segment - under group "S" of Bombay Stock Exchange Limited.
The NSE has admitted the Securities of our Company for dealings on the
National Stock Exchange (Capital Market Segment) with effect from 9th
August, 2010.
Members have option to hold their shares in dematerialized form through
the National Securities Depositary Limited (NSDL) and Central
Depositary Services (India) Limited (CDSL). The ISIN of the Company is
INE498E01010.
16. ACKNOWLEDGEMENT:
The Directors wish to place on record their gratitude to State Bank of
India ,Union Bank of India, Oriental Bank of Commerce, and The Catholic
Syrian Bank Limited for their financial assistance. Your Directors also
take this opportunity to express their appreciation of the co-operation
extended by the employees and the Shareholders'' for their appreciation
of the managements'' efforts expressed at the general meetings of the
Company.
The Board dedicates its prayers to invoke the blessing of Lord Vishnu,
Goddess Lakshmi, Lord Shiva and Goddess Sakthi for the continued
prosperity of the Company.
Date : 25th July 2014 FOR AND ON BEHALF OF THE BOARD
Place : Coimbatore ,
(Sd/
SHYAMLAL AGARWALA
Chairman and Managing Director
Mar 31, 2013
Dear Shareholders,
The Directors of your Company present herewith Seventh Annual Report of
the Company together with the Audited Accounts for the Financial Year
ended March 31, 2013.
FINANCIAL RESULTS
The working of your Company for the year under review resulted in:
(Rs.in Lakhs)
Particulars March 31,
2013 March 31, 2012
Total Income 51.16 99.95
Operating Profit/ (Loss) before
Depreciation, Interest and Taxes (99.63) (6.68)
Less: Depreciation and amortization 0.88 21.11
Profit/(Loss) before tax (100.51) (27.79)
Less: Current Tax 6.25 9.75
Profit (Loss) After Tax (106.76) (37.54)
DIVIDEND
Your Directors do not recommend the payment of dividend for the year
ended March 31, 2013 in view of the losses.
BUSINESS REVIEW
Your Company achieved total revenue of Rs. 51.16 lakhs during the
financial year under review against Rs. 99.95 lakhs in the previous
financial year. The Company incurred a loss of Rs. 106.76 lakhs as
compared to the loss of Rs. 37.54 lakhs in the previous year. Though
the Management has been trying to get additional business for the
Company, the prevailing market conditions in the existing line of
business were not encouraging. The Management is hopeful of improvement
in the current financial year.
MANAGEMENT DISCUSSION AND ANALYSIS
Management discussion and analysis on matters related to the business
performance, as stipulated in Clause 49 of the Listing Agreement with
stock exchanges, is given as a separate section in the Annual Report.
CORPORATE GOVERNANCE
The Company has complied with the Corporate Governance requirements as
stipulated under the Listing Agreement with the stock exchanges. A
separate section on Corporate Governance, along with a certificate from
the Auditors confirming the compliance, is annexed and forms part of
the Annual Report.
INFORMATION PURSUANT TO SECTION 217 OF COMPANIES ACT, 1956
The information in accordance with clause (e) of sub-section (1) of
section 217 of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the report of the Board of
Directors)Rules, 1988 and forming part of the Directors'' Report for the
year ended 31st March 2013 is given in Annexure to this report.
During the period under review, the Company had no employee covered
under Section 217(2A) of the Companies Act, 1956, read with the
Companies (Particulars of Employees) Rules, 1975.
DIRECTORS
In accordance with the provisions of the companies Act, 1956, Sri CVS.
Desikan and Sri Dulichand Pansari Directors of the Company will retire
by rotation at the ensuing Annual General Meeting and being eligible,
they offer themself for reappointment. The Directors recommend their
re-appointment. The details as required under clause 49 of the listing
Agreement is given as part of the notice convening the Nineteenth
annual general meeting.
Shri Mahesh Agarwal resigned from his directorship on 3rd December,
2012 and the board places on record its appreciation of the services
rendered during his tenure of office.
DIRECTORS'' RESPONSIBILITY STATEMENT:
In term of the provisions of Sec.217(2AA) of the Companies Act, 1956
your Directors confirm :-
a) that in the preparation of annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
b) that your 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 the end of the financial year and of
the profit of the Company for that period;
c) that your Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the Assets of
the Company and for preventing and detecting fraud and other
irregularities;
d) that your Directors had prepared the annual accounts on a going
concern basis.
AUDITORS
Your Company''s Auditors M/s. VKS Aiyer & Co., Chartered Accountants,
Coimbatore will retire at the ensuing Annual General Meeting and they
are eligible for re-appointment.
COST AUDITOR
The Company has appointed Sri B. enkateswar, Cost Accountant as the
Cost Auditor of the Company for the year 2013-14 subject to the
approval of the Central Government.
CORPORATE GOVERNANCE:
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report.
The requisite Certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Clause 49 is attached to this Report.
LISTING
The equity shares of the Company are listed and traded in the Stock
Exchanges of Chennai, Ahmedabad and Calcutta and the Company has paid
the annual listing fees to Stock Exchanges for the financial year
2012-13.
The Equity Shares of the Company are permitted for trading in BSE
Indonext segment - under group "S" of Bombay Stock Exchange Limited.
The NSE has admitted the Securities of our Company for dealings on the
National Stock Exchange (Capital Market Segment) with effect from 9th
August, 2010.
Members have option to hold their shares in dematerialized form through
the National Securities Depositary Limited (NSDL) and Central
Depositary Services (India) Limited (CDSL).The ISIN of the Company is
INE498E01010.
ACKNOWLEDGEMENT
The Directors wish to place on record their gratitude to State Bank of
India ,Union Bank of India, Oriental Bank of Commerce and The Catholic
Syrian Bank Limited for their financial assistance. Your Directors also
take this opportunity to express their appreciation of the co-operation
extended by the employees and Shareholder''s for their appreciation of
the managements''s efforts expressed at the general meetings of the
Company
The Board dedicates its prayers to invoke the blessing of Lord Vishnu,
Goddess Lakshmi, Lord Shiva and Goddess Shakthi for the continued
prosperity of the Company
FOR AND ON BEHALF OF THE BOARD
(Sd/-)
Place: COIMBATORE SHYAMLAL AGARWALA
Date : 27th May 2013 Chairman
Mar 31, 2012
The Directors have great pleasure in presenting their EIGHTEENTH
Annual Report together with audited accounts of the Company for the
year ended 31st March 2012.
Working Results
Rs. in Lacs
Details 31st March 2012 31st March 2011
INCOME
Sales and Other Operating Receipts: 7900.80 7961.93
Other Income 36.53 22.12
Total 7937.33 7984.05
Gross profit before interest,
depreciation and tax 287.17 1652.46
Less: Interest 468.81 459.89
Profit/(Loss) after interest, but
before depreciation and tax (181.64) 1192.57
Less: Depreciation 513.21 594.04
Add: Prior Year Adjustments 0.00 0.07
PROFIT BEFORE TAX (694.85) 598.60
Less: Provision for Income Tax - Current Tax 2.65 121.35
Less: Provision for Deferred Tax Liability 54.50 58.10
Add: Deferred Tax Liability Reversed 101.35 0.00
Add: Provision for Deferred Tax Asset 164.05 28.00
Less: Deferred Tax Asset Reversed 4.60 0.00
NET PROFIT/(LOSS) AFTERTAX (491.20) 447.15
Add: Opening Surplus 1220.95 834.96
Total profit available for appropriation 729.75 1282.11
APPROPRIATION
The above Profit is proposed to be
appropriated as stated below:-
Proposed Dividends & Tax on Dividend 0.00 61.16
Surplus Carried over to Balance Sheet 729.75 1220.95
729.75 1282.11
DIVIDEND
In As explained in details under performance review, your company has
incurred loss for the year under review, and hence the Board is unable
to recommend a Dividend.
REVIEW OF OPERATIONS
The Spinning sector which recovered in 2010-11 after two years of
recession and adverse working was plunged again into a crisis. During
the financial year under review, Sales turnover was Rs.7840.32 Lacs as
against Rs.7936.03 Lacs in the previous due to decrease in Yam
production and reduction in prices. Due to power cuts and frequent
power interruptions during this year, the yarn production decreased to
31.87 Lacs Kgs as against 38.77 Lacs Kgs. in last year. The mill has
produced Knitted fabrics of 17.72 Lacs Kgs. as against 17.04 Lacs Kgs.
in last year. The windmills generated 83.99 Lacs units (net) of wind
electricity as against 84.62 Lacs units in the previous year. The Wind
electricity was captively consumed by use in the Textile Mill.
OUTLOOK FOR THE IMMEDIATE FUTURE
Due to steep decrease in Cotton prices and poor demand for Yarn &
fabrics sales on account of closure of dyeing units in Urupur due to
Pollution Control Problem, the off take of finished products slackened.
Though the crisis is prevailing in the textile market, the company has
earned profit during the fourth quarter of this year. More- over your
Company has been pursuing cost reduction and efficiency improvements in
productions and hence, it is optimistic to perform still better in the
coming years.
FINANCES
During the year under review, the Reserves and Surplus, representing
the credit balance in the Profit and Loss account stood at Rs. 729.75
Lacs (Rs. 1220.95 Lacs, credit balance in the previous year). The
Liability for interest free sales Tax deferred credit stood at
Rs.338.29 Lacs. (Rs. 437.17 Lacs). The Company met all financial
commitments to the Bankers on account of Term Loan and Working
Capital Credit.
TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND
The Company sends letters to all shareholders whose dividends are
unclaimed so as to ensure that they receive their rightful dues.
Efforts are also made in co-ordination with the Registrar to locate the
shareholders who have not claimed their dues.
During the year, the Company has transferred a sum of Rs. 1,08,194/- to
Investor Education & Protection Fund, the amount which was due and
payable and remained unclaimed for a period of seven years, as provided
in Section 205C(2) of the Companies Act, 1956. Despite the reminder
letters sent to each shareholder, this amount remained unclaimed and
hence was transferred.
FIXED DEPOSITS
The Company has not accepted any deposits from the Public during the
year.
INDUSTRIAL RELATIONS
The Industrial relations continued to remain cordial during the period.
The Board of Directors wishes to place on record their appreciation for
co-operation extended by all sections of the employees.
INFORMATION PURSUANT TO SECTION 217 OF COMPANIES ACT, 1956
The information in accordance with clause (e) of sub-section 217 of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the report of the Board of Directors)Rules, 1988 and forming part of
the Directors' Report for the year ended 31st March 2012 is given in
Annexure of this report.
During the period under review, the Company had no employee covered
under Section 217(2A) of the Companies Act, 1956, read with the
Companies (Particulars of Employees) Rules, 1975.
DIRECTORS
In accordance with the provisions of the companies Act, 1956, Sri
Mahesh Agarwal Director of the Company will retire by rotation at the
ensuing Annual General Meeting and being eligible, offer him selves for
reappointment. The Director recommends his appointment. The details as
required under clause 49 of the listing Agreement is attached.
Shri C. Thirumurthy was co-opted as an additional director with effect
from 13,h February, 2012. He vacates of office at the ensuing annual
general meeting and seeks reappointment.
Shri SB Sekar resigned from the office of Director of the Company with
effect from 17 th May 2012 and the board places on record and
appreciates his service rendered during his tenure.
DIRECTORS' RESPONSIBILITY STATEMENTS
In term of the provisions of Sec.217(2AA) of the Companies Act, 1956
your Directors confirm
a) that in the preparation of annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
b) that your 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
Loss of the Company for that period;
c) that your Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the Assets of
the Company and for preventing and detecting fraud and other
irregularities;
d) that your Directors had prepared the annual accounts on a going
concern basis.
AUDITORS
Your Company's Auditors M/s. VKS Aiyer & Co., Chartered Accountants,
Coimbatore will retire at the ensuing Annual General Meeting and they
are eligible for re-appointment.
COST AUDITOR
The Company has re-appointed M.Nagarajan & Co., Cost Accountant as the
Cost Auditor of the Company for the year 2012-13 subject to the
approval of the Central Government.
CORPORATE GOVERNANCE:
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report.
The requisite Certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Clause 49 is attached to this Report.
LISTING
The equity shares of the Company are listed and traded in the Stock
Exchanges of Coimbatore, Chennai, Ahmadabad and Calcutta and the
Company has paid the annual listing fees to Stock Exchanges for the
financial year 2011-12. The Equity Shares of the Company are permitted
for trading in BSE Indonext segment - under group "S" of Bombay Stock
Exchange Limited.
The NSE has admitted the Securities of our Company for dealings on the
National Stock Exchange (Capital Market Segment) with effect from 9th
August, 2010.
Members have option to hold their shares in dematerialized form through
the National Securities Depositary Limited (NSDL) and Central
Depositary Services (India) Limited (CDSL).The ISIN of the Company is
INE498E01010.
ACKNOWLEDGEMENT
The Directors wish to place on record their gratitude to State Bank of
India,Union Bank of India, Oriental Bank of Commerce and The Catholic
Syrian Bank Limited for their financial assistance. Your Directors also
take this opportunity to express their appreciation of the co-operation
extended by the employees. Shareholder's appreciation of the
managements's efforts expressed at the general meetings of the Company
and otherwise, is a great fillip to strive for better performance year
after year.
The Board dedicates its prayers to invoke the blessing of Lord Vishnu,
Goddess Lakshmi, Lord Shiva and Goddess Shakthi for the continued
prosperity of the Company.
FOR AND ON BEHALF OF THE BOARD
(Sd)
Place: COIMBATORE SHYAMLAL AGARWALA
Date : 29th June 2012 Chairman
Mar 31, 2010
The Directors have great pleasure in presenting their SIXTEENTH Annual
Report together with the audited financial statements of the Company
for the year ended 31st March 2010.
Working Results Rs. in Lacs
Details 31st March
2010 31st March
2009
INCOME
Sales and Other Operating Receipts: 5528.99 4993.90
Other Income 15.58 14.39
Total 5544.57 5008.29
Gross profit before interest, depreciation
and tax 994.03 808.10
Less: Interest 284.56 259.47
Profit after interest, but before depreciation
and tax 709.17 548.63
Less: Depreciation 447.14 436.07
Add: Prior Year Adjustments 0.00 0.02
PROFIT BEFORE TAX 262.03 112.58
Less: Provision for Income Tax - Current Tax 45.99 12.88
- Current Year FBT 0.00 1.43
- Prior Year Income Tax 0.00 1.87
- Prior Year FBT 0.00 0.61
Less: Deferred Tax Liability 0.00 83.07
Add: Deferred Tax Liability Reversed 9.70 0.00
NET PROFIT AFTER TAX 225.74 12.72
Add: Opening Surplus 670.58 657.86
Total profit available for appropriation 896.32 670.58
APPROPRIATION
The above Profit is proposed to be appropr
iated as stated below:-
Proposed Dividends & Tax on Dividend 61.36 0.00
Surplus Carried over to Balance Sheet 834.96 670.58
896.32 670.58
DIVIDEND
Your Directors are pleased to recommend a dividend of 10% for the year
ended 31st March 2010 the total outgo in the form of dividend including
corporate dividend tax will be to the extent of Rs. 61.36 Lacs.
REVIEW OF OPERATIONS
During the financial year under review, Sales have increased from
Rs.4877.81 Lacs to Rs. 5485.56 Lacs. Even though there was Power Cut
and frequent power interruptions during this year, on account of the
better utilization; the yarn production increased to 36.81 Lacs Kgs. as
against 35.22 Lacs Kgs. in last year. The mill has produced Knitted
fabrics of 19.59 Lacs Kgs. as against 17.34 Lacs Kgs. in last year.
During the year under review, the company installed three more Wind
Electric Generators to the total capacity of 2.20 MW. The windmills
generated 55.73 Lacs units of wind electricity as against 47.58 Lacs
units in the previous period. The Wind electricity was captively
consumed by use in the Textile Mill.
OUTLOOK FOR THE IMMEDIATE FUTURE
The Company continued to pursue the policy of constant modernization by
upgrading the textile machines, to improve quality and quantity. The
company plans to increase spindle capacity from 21744 to 24336
Spindles. Your directors are optimistic of continued good performance
in the immediate future, subject to availability of good quality cotton
at a reasonable price and uninterrupted power.
FINANCES
During the year under review, the Company has forfeited 88700 numbers
of shares. The paid up Share Capital of the company stood at Rs. 526.24
Lacs. The Reserves and Surplus, representing the credit balance in the
Profit and Loss Account stood at Rs.834.96 Lacs. The liability for
interest free sales tax deferred credit stood at Rs.531.21 Lacs.
(Rs.584.46 Lacs) The Company met all financial commitments to the
Bankers on account of Term Loan and Working Capital Credit. On account
of economic recession during last year in Global Market, which severely
affected the Textile Industry; the company has got sanction from the
Bankers for moratorium period of two years for Term Loan repayment.
DEPOSITS
The Company has not accepted any deposits from the Public at any time
during the year.
PERSONNEL
The Industrial relations continued to remain cordial during the period.
The Board of Directors wishes to place on record their appreciation for
co-operation extended by all sections of the employees.
INFORMATION PURSUANT TO SECTION 217 OF COMPANIES ACT, 1956
The information required as per Section 217(l)(e) of the Companies Act,
1956 read with the Companies (Disclosure of particulars in the report
of the Board of Directors) Rules, 1988 is furnished in the Annexure.
During the period under review, the Company had no employee covered
under Section 217(2A) ot the Companies Act, 1956.
DmECTORS
Shri Mahesh Agarwal and Shri SP. Sekar, the Directors longest in
Office, retire by rotation at the ensuing Annual General Meeting, being
eligible, offer themselves for reappointment.
Shri Kanhaiyalal Sharma resigned the Directorship in the Company with
effect from 7th December 2009 due to his personal reasons. The Board
wish to place on record their appreciation for the services rendered by
Shri Kanhaiyalal Sharma, during his tenure of his office as Director in
the Company.
The tenure of office of Shri Shyamlal Agarwala, as Managing Director,
expired on 31st March 2010. The Board of Directors, at their meeting
held on 3rd March 2010, re-appointed Shri Shyamlal Agarwala, for a
further period of five years, on enhanced remuneration, The
re-appointment of terms of remuneration are subject to approval of
shareholders, for which a special business is included in the notice
convening the 16th Annual General Meeting of the Company.
The Board of Directors also approved at their meeting held on 3rd March
2010, payment of enhanced remuneration to Shri Manoj Kumar Jhajharia,
with effect from 1st April 2010. Necessary resolution is placed before
the shareholders for their approval, as a special business, in the
ensuing Annual General Meeting.
DIRECTORS RESPONSIBILITY STATEMENTS
In term of Sec.217(2AA) of the Companies Act, 1956 your Directors state
that :-
i) In the preparation of the annual accounts, all the applicable
accounting standards prevailing in India were followed and recognised.
ii) The Directors had selected appopriate accounting Policies and
applied them consistently and also made judgements 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 2010 and of the
Profits of the Company for the period ended on that date;
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, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities; and
iv) The Directors had prepared the annual accounts on a going concern
basis.
AUDITORS
The present Auditors M/s. VKS Aiyer & Coy., Chartered Accountants,
Coimbatore, retire at the conclusion of the ensuing Annual General
Meeting and are eligible for reappointment.
LISTING WITH STOCK EXCHANGES
The equity shares of the Company are listed and traded in the stock
exchanges of Coimbatore, Chennai, Ahmedabad and Calcutta and the
company has made compliance with the conditions of listing agreements.
The Equity Shares of the Company are permitted for trading in BSE
Indonext segment - under group "S" of Bombay Stock Exchange Limited.
ACKNOWLEDGEMENT
The Directors wish to place on record their gratitude to State Bank of
India ,Union Bank of India, Oriental Bank of Commerce and The Catholic
Syrian Bank Limited for their financial assistance. Your Directors also
take this opportunity to express their appreciation of the earnest
efforts put in by the employees, at all levels, in achieving the
corporate objectives. Shareholders appreciation of the managementss
efforts expressed at the general meetings of the Company and otherwise,
is a great fillip to strive for better performance year after year.
The Board dedicates its prayers to invoke the blessing of Lord Vishnu,
Goddess Lakshmi, Lord Shiva and Goddess Shakthi for the continued
prosperity of the Company.
BY ORDER OF THE BOARD
(Sd)..
Place: COIMBATORE SHYAMLAL AGARWALA
Date : 28.05.2010 Chairman
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