| Dear Members,
The Directors have pleasure in presenting their 13th Annual Report on
the business and operations of the Company and the accounts for the
financial year ended March 31, 2015.
Financial Results
Standalone Consolidated
2014-15 2013-14 2014-15 2013-14
Rupees Rupees Rupees Rupees
Total Revenue 5458775 160066859 7722493 209389473
Profit before
depreciation and tax -133869779 -74949139 -264716617 -211999311
Less: Depreciation 66765710 54545389 100986935 81180253
Profit after
depreciation but
before tax -200635489 -129494529 -365703552 -293179564
Less: Provision
for tax -- -- -- 74090
Deferred tax -23765274 -15338627 -32314874 -30421165
Fringe Benefit
tax
Profit after tax -176870215 -114155902 -333388678 -262832490
Add: Balance
brought forward
from -51921 64295909 -135993232 129897013
previous year
Less: Short
provision
for earlier year -- -2066289 -- -3060337
Less: Minority
Interest in
Current years -- -- -- 2582
Profit
Balance carried
forward -228796496 -51926281 -469381910 -135993232
Dividend
The directors do not recommend payment of dividend keeping in view the
requirement of surplus funds for your Company's future growth. They
trust the shareholders will appreciate their efforts for the future
growth of your Company.
State of Company's affair
The Company registered total revenue of Rs. 54,58,775/- during the year
under review as against Rs. 16,00,66,859/- in the previous financial
year. There is a loss of Rs. (17,68,70,215)/- for the financial year
ended March 31, 2015 compared to Rs. (11,41,55,902)/- in previous
year. Due to high interest costs, ever increasing input costs in all
the segments and adverse market conditions in which the Company
operates, the performance of the Company has not been up to a desired
level.
Deposits
The Company has not accepted any deposits covered under chapter V of
the Companies Act, 2013.
Change in the Nature of Business, if any There were no changes in
nature of the business of the Company done during the year.
Material Changes and Commitment, if any, affecting the financial
position of the Company which have occurred between the end of
financial year of the Company to which the financial statements relate
and the date of report No material changes and commitments have
occurred after the close of the year till the date of this Report,
which affect the financial position of the Company.
Details of significant and material orders passed by the regulators or
courts or tribunals impacting the going concern status and company's
operations in future During the year under review 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.
Details in respect of adequacy of internal financial controls with
reference to the Financial Statements The Company has in place adequate
internal financial controls with reference to financial statements.
During the year, such controls were tested and no reportable material
weakness in the design or operation were observed.
Details of Subsidiary Companies & their Financial Position The Company
has three wholly owned subsidiaries, viz. First Winner Lifestyle
Limited (Material Subsidiary), Ramshyam Textile Industries Limited and
Pal Trading Co. Pvt. Ltd. All companies are in the Textile Business and
have same business line as ours and beneficial to all the Four
companies to work together to reflect better turnover and profitability.
- First Winner Lifestyle Limited:
First Winner Lifestyle Limited is wholly owned subsidiary (Material
Subsidiary) of the Company. It reported the total revenue of Rs.
22,63,438/- and net loss of Rs. (6,36,29,381)/-.
- Ramshyam Textile Industries Limited:
Ramshyam Textile Industries Limited, a wholly owned subsidiary of the
Company did not undertake any business during the financial year under
review.
- Pal Trading Company Private Limited:
Pal Trading Company Private Limited is a wholly owned subsidiary of the
Company. It only earned an Interest income from long term investments
during the financial year under review.
The audited accounts of the subsidiary companies are placed on
Company's website.
Consolidated Financial Statements
The Consolidated Financial Statement, prepared by the Company in
accordance with the applicable Accounting Standards issued by the
Institute of Chartered Accountants of India and the provisions of the
Listing Agreement with the stock exchanges forms the part of this
annual report.
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 Social Responsibility (CSR)
During any financial year preceding the FY 2014-15 the Company was not
falling under any of the criteria which mandate the Company to comply
with the Section 135 of the Companies Act, 2013 in FY 2014-15.
Contracts & Arrangements with Related Parties
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in ordinary course
of business and on 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.
The policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be
accessed on company's website. Details of establishment of Vigil
Mechanism for directors and employees In accordance with the provisions
of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing
Agreement, your Company has a vigil mechanism which has incorporated a
whistle blower policy with a view to provide a mechanism for directors
and employees of the Company to approach the Chairman of the Audit
Committee of the Company. Protected disclosures can be made by a
whistle blower through the complaint box(es) provided at every
unit/office of the Company to the Chairman of the Audit Committee. The
Policy on vigil mechanism and whistle blower policy can be accessed on
the Company's website.
Statutory Auditors and Auditors' Report
At the Annual general Meeting, members are requested to ratify the
appointment of M/s. AVCS & Associates, Chartered Accountants, Mumbai,
(Membership No. 148465) as the Statutory Auditors of the Company, to
hold office from the conclusion of this 13th Annual General Meeting
until the conclusion of the 18th 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 specific notes forming the part of the accounts referred to in the
Auditor's Report are self explanatory and give complete information and
addresses the qualification/reservation/remark/disclaimers in the
Audit Report.
Internal Auditor
M/s. J. H. Ghumara, Chartered Accountant, Mumbai (Membership No. 14320)
are the Internal Auditors of the Company.
Secretarial Auditor
Mr. Nishant Jawasa & Associates, practicing Company Secretary was
appointed as a Secretarial Auditor to undertake the Secretarial Audit
of the Company for the Financial Year 2014-2015. Their secretarial
Audit report, in prescribed format is annexed to the Directors Report
as Annexure - I. The report is self explanatory and give complete
information and addresses thequalification/reservation/remark/
disclaimers in the Report.
Directors & Key Managerial Personnel
1. Change in Directors and Key Managerial Personnel:
In Accordance with the provision of the Act and the Articles of
Association of the Company Mrs. Anita Patodia is liable to retire by
rotation at the ensuing annual general meeting and being eligible offer
herself for re-appointment and your directors recommend the
re-appointment in the interest of the Company.
During the financial year under review, Ms. Priyaka Upadhyay and Mr.
Nand Kishore Tiwari were appointed as an Additional Directors of the
Company with effect from 28.10.2014 and 31.03.2015 respectively and
were regularize as Independent Non Executive Directors at the Extra
Ordinary General Meeting of the Company on 30.04.2015.
Further pursuant to the Section 203 of the Companies Act, 2013 ("the
Act"), the Company was required to appoint the Chief Executive Officer
(CEO) & Chief Financial Officer (CFO). Accordingly, Mr. Rinku Patodia
was appointed as CEO & Mrs. Anita Patodia, was appointed as the CFO of
the Company by the Board in the meeting held on 31.03.2015.
2. Declaration by an Independent Director(s) and re-appointment:
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.
The brief resumes and other details relating to the Director who is
proposed to be re-appointed as required to be disclosed under Clause 49
of the Listing agreement, forms part of the Annual Report.
3. Formal Annual Evaluation:
The Board recognize the importance of reviewing and improving upon its
performance. For this purpose they discuss the effectiveness of the
functioning of the Chairman, Executive Directors, and other Directors
and to agree ways in which performance can be further improved looking
at the likely needs in future.
A structured questionnaire was prepared after taking into
consideration, various aspect of the Board's functioning, composition
of the Board and its committees, culture, execution and performance of
specific duties, obligation and governance.
The Performance evaluation of the Chairman and Non-independent
Directors was carried out by the Independent Directors. The Board of
Directors expressed their satisfaction with evaluation process of
Board.
Familiarization programme for Independent Directors
The Company proactively keeps its directors informed of the activities
of the Company, its management and operations and provides an overall
industry prospective as well as issues being faced by the industries.
The Details of programmes for familiarization of Independent Directors
with the Company, their roles, rights, responsibilities in the Company
and related matters are put up on the website of the Company at its
website.
Number of meetings of the Board of Directors
During the year seven meetings of the Board of Directors were held
during the year. The details of the same has mentioned in the Corporate
Governance Report.
Audit & Risk Management Committee
Pursuant to Clause 49 of the Listing Agreement it is required to
constitute a Risk Management Committee. Since Terms of Reference of the
Audit Committee also includes the roles, responsibility and power which
are required to be fulfilled by the Risk Management Committee, it was
proposed to, instead of creating separate committee for the Risk
Management, change the name of the Audit Committee to Audit & Risk
Management Committee.
The Audit & Risk Management Committee consists of two independent
Non-executive Directors and One Executive Director. The Members of the
Committee are well versed in finance matters, accounts, company law
and general business practices. The detail composition of the Audit &
Risk Management Committee is given in the Corporate Governance Report.
All the recommendations made by the Audit & Risk Management Committee
were accepted by the Board.
Policy on Directors' appointment and Remuneration including criteria
for determining qualifications, positive attributes independence of a
director:
Based on the recommendation of Nomination and Remuneration Committee
(NRC) the Board has adopted the Remuneration policy for directors, KMP
and other employees. NRC has formulated the criteria for determining
qualifications, positive attributes and independence of an Independent
Director and also criteria for evaluation of Individual directors and
the Board / Committees. The Remuneration policy is given by way of
Annexure - II to this report.
Particulars of Loans, Guarantees or Investments Under Section 186 of
The Companies Act, 2013, during FY 2014-15:
The Company has not given any loans, guarantees or made investments
under Section 186 of the Companies Act, 2013.
Share Capital
The Company has not issued any shares (including sweat equity shares)
to employees of the Company under any scheme including ESOS.
Management Discussion and Analysis
The Management Discussion and Analysis Report, which gives a detailed
account of operations of your company and the market in which it
operates, including initiative taken by the company to further its
business, forms part of this Annual Report.
Corporate Governance
A report on Corporate Governance along with a certificate from the
auditors of the Company regarding the compliance of conditions of
corporate governance as stipulated under Clause 49 of the Listing
Agreement is annexed to this report.
Conservation of energy, technology absorption, foreign exchange
earnings and outgo:
Information pursuant to Section 134 (3) (m) of the Companies act, 2013,
relating to conservation of energy technology absorption, foreign
exchange earnings and outgo is given as Annexure III to this report.
Particulars of Employee
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 are given as Annexure IV to this Report.
None of the Company's Employees were covered by the disclosure
requirement pursuant to the provisions of Section 197 of the Companies
Act, 2013 read with Rules 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
Extract of Annual Return
Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 read
with Rule 12(1) of the Companies (Management and Administration) Rules,
2014 the extract of Annual Return in prescribed Form No. MGT-9 is given
as Annexure V to this report.
ACKNOWLEDGEMENT
The Board of Directors thanks the Banks, Central and State Government
authorities and all the stakeholders for their continued co-operation
and support to the Company.
Mumbai, 30th May, 2015. For and on behalf of the Board
Registered Offi ce: 605,
Business Classic, First Winner Industries
Limited
Chincholi Bunder Road,
Malad (West), Mumbai-400 064. sd/-
Rinku Patodia
Chairman & Managing Director
DIN: 00752500 |