BOARD'S REPORT To The Members, Your Directors are pleased to present their Report for the Financial Year ended March 31, 2015 KEY HIGHLIGHTS/ REVIEW OF OPERATIONS During the period under cosideration the revenue of the Company has increased from Rs. 8118.21 Lac to Rs. 8818.36 Lac. However the net profit after Tax of the Company has increased from Rs. 223.37 Lac to Rs. 223.84 Lac. Your directors hope for better results in the coming financial years STATEMENT OF AFFAIRS The company specializes in the production of Mink Blankets and Bed Covers. The manufacturing unit boasts of state-of-the-art machinery based on the most advanced technology which has been specially imported for the production facility. The company has streamlined facilities for knitting, dyeing, processing, printing, finishing and packaging. The complete facility is backed by the team of highly skilled and experienced workforce, who ensure zero defects at every stage of production. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT The Company is pursuing growth opportunities in various fields of business and considers new business proposals which have good future prospects and potentials to increase the shareholders' return. To facilitate such initiative Company altered its Object Clause in the Memorandum of Association. Pursuant to the change in the main object of the Company, Company has to make the change in the Name of the Company to incorporate the new activity. So the Company changed its name from "PRAKASH WOOLLEN MILLS LIMITED" to "PRAKASH WOOLLEN & SYNTHETIC MILLS LIMITED" w.e.f 27th July, 2015. CHANGE IN THE NATURE OF BUSINESS There is no change in the nature of the Business during the financial year under review. DIVIDEND & RESERVES In order to meet the additional working capital requirements of the Company, No Dividend has been declared. During the period under review, no amount was transferred to General Reserve. SHARE CAPITAL The paid up Equity Share Capital as at March 31, 2015 stood at Rs. 10.26 crore. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2015, none of the Directors of the Company hold instruments convertible into equity shares of the Company. LISTING The Company had re-issued 9,13,900 Equity shares on 17.02.2014, which have been allowed to trade w.e.f. 23rd June, 2015. Annual Listing fee of Rs. 2,24,720 for the year 2014-15, has been paid by the Company to Stock Exchange. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES Your company does not have any unlisted/listed subsidiary company or Joint Ventures or any Associate Companies. AOC-1 is attached as Annexure I DIRECTORS' RESPONSIBILITY STATEMENT Your Directors state that: a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; b) the Directors have 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 March 31, 2015 and of the profit of the Company for the year ended on that date; c) the Directors have taken proper and sufficient care 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; d) the Directors have prepared the annual accounts on a 'going concern' basis; e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. CORPORATE GOVERNANCE The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Considering the nature of the industry in which the Company operates, transactions with related parties of the Company are in the ordinary course of business specially w.r.t. transactions which are also on arms' length basis. All such related Party Transactions are placed before the Audit Committee for approval, wherever applicable. Prior omnibus approval for normal business transactions is also obtained from the Audit Committee for the related party transactions which areof repetitive nature as well as for the normal business transactions which cannot be foreseen and accordingly the details of related party transactions entered into by the company pursuant to each of the omnibus approval give has been reviewed by audit committee on a quarterly basis in terms of the approval of the Committee. The Policy on dealing with related party transactions and on determining materiality of related party transactions as approved by the Board may be accessed on the Company's website at the link <http://www.prakashwoollen.com/reports/polices/related-party-policy.pdf> Your Directors draw attention of the members to Note 21 to the financial statement which sets out related party disclosures. Details of Related Parties is attached in AOC-2 as Annexure II RISK MANAGEMENT During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Risk Management Policy was reviewed and approved by the Committee. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organisational structures, processes, standards, code of conduct and behaviors that governs how the business of the Company and associated risks are managed. The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across company-wide Risk Management, Internal Control and Internal Audit methodologies and processes. Company Risk Management Policy is available on Company's Website at the link <http://www.prakashwoollen.com/reports/polices/PWM_Risk_Management_Policy.pdf> CORPORATE SOCIAL RESPONSIBILITY (CSR) Pursuant to the provisions of Section 135 of the Companies Act, 2013 every company having networth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board and shall formulate a Corporate Social Responsibility Policy. Your Company is not falling under the preview of said section during the year. INTERNAL FINANCIAL CONTROLS The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Company's Internal Control Systems are commensurate with the nature of its business and the size and complexity of its operations. It comprises audit and compliance by internal audit checks by M/s Agarwal Pawan Kumar & Co, Internal Auditors of the Company. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the financial transactions and review various business processes. Independence of the Internal Auditors and compliance is ensured by the direct report of Internal Auditors to the Audit Committee of the Board. DIRECTORS AND KEY MANAGERIAL PERSONNEL No change has occurred during the period under review except that Ms. Sushma Pandey was appointed as additional director by the Board on 12.02.2015 and later she had been designated as Additional Independent Director. Her term is upto the conclusion of the forthcoming AGM. Appointment of Ms Sushma Pandey will be regularized in the Annual General Meeting to be held on 25th September, 2015 In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Daya Kishan Gupta, Whole Time Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment. Ms. Mansee Agarwal was appointed as Company Secretary and Compliance Officer in place of Mr. Arpit Suri w.e.f. 19th July 2014. Ms. Mansee Agarwal resigned as Company Secretary and Compliance Officer w.e.f. 30th September 2014. Ms. Shivangi Agarwal has been appointed as Company Secretary and Compliance Officer w.e.f. 1st October 2014. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. FORMAL ANNUAL EVALUATION The Company has devised a framework for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors. On the basis of framework for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.The details of the framework for performance evaluation of Independent Directors, Board, Committees and other individual Directors are placed on the website of the company at the link:<http://www.prakashwoollen.com/node/122> The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link:<http://www.prakashwoollen.com/node/121> The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, key managerial personnel and senior management of the company. This policy also lays down criteria for selection and appointment of Board Members. The details of the policy are explained in the Corporate Governance Report. AUDITORS AND AUDITORS' REPORT Statutory Auditors M/s A. Anand & Co., Chartered Accountants, (Firm Registration No. 005147C), Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark. Cost Auditors The Board has appointed the M/s KAG & Associates, Cost Accountants, Ghaziabad as the cost auditor for conducting the audit of cost records of the Company for the financial year 2014-15: Secretarial Auditor The Board has appointed Mr. R.S Bhatia, (CP No. 2514), Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure III to this Report. The Secretarial Audit Report contains a qualification that the Shareholding(s) as given in the Balance Sheet as at 31st March 2014 does not match with the shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category "Promoter and Promoter Group" filed with BSE for the quarter ended 31st March 2014. With reference to mismatch of shareholding pattern as on 31.03.2014, The company explains that some of the promoters were removed from promoters group in the meeting held on 05.04.2014 with retrospective effect from 31.03.2014. The effect of such removal from promoters group was reflected in the annual report for the year 2013-14. DISCLOSURES: Audit Committee The Audit Committee comprises Independent Directors namely Mr. Vijay Anand Rastogi (Chairman), Mr. Mahendra Kumar Agarwal and Dr. S.K Raj as other members. All the recommendations made by the Audit Committee were accepted by the Board. Nomination and Remuneration Committee The Board of Directors constituted a Nomination and Remuneration Committee comprising three Non-Executive Independent Directors. The function of the Nomination and Remuneration Committee includes recommendation of appointment of Whole-time Director(s)/ Managing Director/Joint Managing Director and recommendation to the Board of their remuneration. A Nomination and Remuneration Committee has been constituted under section 178 of the Companies Act 2013 for formulization of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees. The aforesaid policy has been posted on the Website of the Company (<http://www.prakashwoollen.com/reports/polices/nomination->remuneration-policy.pdf) Shareholder Grievance Committee The Shareholder Grievance Committee, inter alia, oversees and reviews all matters connected with the investor services in connection with applications received and shares allotted in the Initial Public Offer, status of refund account, conversion of partly paid shares into fully paid shares, rematerialization and dematerialization of shares and transfer of shares of the Company. The Committee oversees performance of the Registrar and Transfer Agents of the Company and recommends measures for overall improvement in the quality of investor services. Vigil Mechanism/ Whistle Blower Policy The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. The Company has a whistle blower policy/ vigil mechanism for directors and employees to report genuine concerns or grievances. The whistle Blower policy has been posted on the Website of the Company (<http://www.prakashwoollen.com/reports/polices/whistle-blower-policy.pdf>) Meetings of the Board of Directors Seven meetings of the Board of Directors were held during the year.The details of the meetings of the Board held during the financial year 2014-15 forms part of the Corporate Governance Report. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED The Company has not given any loan, made investment and provided security in terms of section 186 of the Companies Act, 2013. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure IV to this Report. DEPOSIT Your Company has neither accepted nor any fixed deposit was outstanding as on the Balance Sheet date. EXTRACT OF ANNUAL RETURN Extract of Annual Return in Form No. MGT - 9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure V and forms an integral part of this Report. m. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms remuneration is as per the remuneration policy of the Company. GENERAL Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: 1. Details relating to deposits covered under Chapter V of the Act. 2. Issue of equity shares with differential rights as to dividend, voting or otherwise. 3. Issue of shares (including sweat equity shares/ ESOP) to employees of the Company under any scheme. 4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries. 5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. ACKNOWLEDGEMENT Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers. For and on behalf of the Board of Directors (J.P. Nagar) Jai Kishan Gupta Chairman and Managing Director DIN: 00337659 Place : Vill Amhera Date : 14th August 2015 |