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श्री लक्ष्मी सरस्वती टेक्सटाइल्स निदेशकों की रिपोर्ट, श्री लक्ष्मी सरस्वती टेक्सटाइल्स निर्देशकों द्वारा रिपोर्ट

श्री लक्ष्मी सरस्वती टेक्सटाइल्स

बीएसई: 521161  |  NSE: N.A  |  ISIN: INE456D01010  |  Textiles - Spinning - Cotton Blended

खोजें श्री लक्ष्मी सरस्वती टेक्सटाइल्स कनेक्शन Mar 14
निदेशकों की रिपोर्ट वर्षांत : Mar '15
Dear members,
 
 The Directors present the Fifty First Annual Report of the Company
 alongwith the audited statement of accounts for the year ended 31st
 March 2015.
 
 WORKING RESULTS
 
 Details                                       Rs.           Rs.
 
 Profit from business operation before                   1,08,75,964
 Financial Expenses and Depreciation
 
 Less:-
 
      1) Financial Expenses                1,18,11,213
      2) Depreciation                      2,24,46,290   3,42,57,503
 
 Profit/Loss before Tax                                 -2,33,81,539
 
 Less: Provision for Tax
 
      * For Current Tax                                            0
 
      * Deferred Tax Liability Written off                 62,33,792
 
      * Provision for tax for earlier years               -50,25,760
 
 Current year Profit/Loss After Tax                     -2,21,73,507
                                                                   0
 Loss carried forward from previous year                  -88,77,915
 
 Loss carried forward                                   -3,10,51,422
 
 2.  PRODUCTION AND SALES
 
 Production of yarn during the year was 58.90 lakhs kgs as against 57.62
 lakhs kgs in the previous year. The sale value during the year was
 Rs.115.08 crores as against Rs. 125.70 crores of previous year.
 
 3.  DIVIDEND
 
 Due to loss, your Directors do not recommend Dividend.
 
 4.  TRADE PROSPECT AND OUTLOOK
 
 The performance of the company during the year under review was not
 upto the expected level. The raw material cost remained constant. There
 were constraints in getting sufficient power and the average cost of
 power was high. The profitability of your company was affected by
 reduction in capacity utilization due to non availability of sufficient
 manpower and reduction in selling price of yarn.
 
 5.  CURRENT YEAR
 
 The demand for the yarn and price realization at the beginning of the
 current year are good. Your Directors are doing their best to improve
 the performance.
 
 6.  DIRECTORS
 
 Sri Balakrishna S and Sri R. Padmanaban retire by rotation and are
 eligible for reappointment.
 
 7.  Extract of Annual Return
 
 An extract of Annual Return in Form MGT 9 is given in ANNEXURE 1.
 
 8.  Details of Board Meetings held during 2014-15.
 
 There were five Board meetings held during the year 2014-15. The
 details and attendance record of Directors at the Board Meetings are as
 under.
 
 Date of Meeting       Board Strength        No.of Directors
                  (on the date of meeting)       Present
 
 29.05.14                   4                       4
 
 31.07.14                   4                       4
 
 31.10.14                   4                       4
 
 11.02.15                   4                       4
 
 09.03.15                   4                       4
 
 9.  DIRECTORS'' RESPONSIBILITY STATEMENT
 
 In terms of Section 134(5) of the Companies Act, 2013, the Directors
 state that -
 
 1.  In the preparation of Annual Accounts for the year ended 31st March
 2015, the applicable accounting standards had been followed along with
 proper explanation relating to material departures.
 
 2.  The Directors had selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the company at the end of the financial year ended 31st March 2015,
 and of the profit/ loss of the company for that period.
 
 3.  The Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act for safeguarding the assets of the
 company and for preventing and detecting fraud and other
 irregularities.
 
 4.  The Directors had prepared the annual accounts on a going concern
 basis.
 
 5.  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.
 
 6.  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.
 
 10.  Independent Directors
 
 a) The Board of Directors state that declarations were given by Sri J M
 Grover and Sri R. Sambasivan, Independent Directors under sub section
 (6) of 149 of Companies Act, 2013.
 
 b) Terms and conditions of appointment of Independent Directors can be
 viewed at the company Website: www.slstindia.com
 
 11.  Remuneration Policy
 
 The Remuneration Policy was recommended by Nomination and Remuneration
 Committee at its meeting held on February 11, 2015 and adopted by the
 Board of Directors at its meeting held on the same day and the policy
 is given in ANNEXURE 2
 
 12.  Explanation to observations of Secretarial Auditor.
 
 The Board of Directors wish to state that:
 
 a) Chief Executive Officer has been appointed by the Board of Directors
 at its meeting held on April 01, 2015
 
 b) Regarding three other matters of non-compliances reported by the
 Secretarial Auditor, Directors are taking all earnest steps to comply
 with the requirements of Companies Act 2013.
 
 13.  PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
 
 The Company has not given any Loans, guarantees or Investments covered
 under Sec 186 of Companies Act 2013.
 
 14.  PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
 UNDER SEC 188(1) COMPANIES ACT 2013
 
 Related Parties          Name of Director   Nature of  Salary
                          to whom related    relation   Allowance
                                               ship     and Bonus Rs.
 
 Mr. R. Thirumalai        R. Padmanaban      Brother    9,15,990
 
 Mr.R. Rajagopal          R.Padmanaban       Brother    3,00,000
 (employed for 10 months
 from 01.06.2014)
 
 Mr. Srish Jayender
 Balakrishna              Balakrishna S      Son        3,00,000
 (employed for 10 months
 from 01.06.2014)
 
 Total                                                 15,15,990
 
 Related Parties                    PF      Medical       Total
                                    Rs.    Benefit Rs.     Rs.
 
 Mr. R. Thirumalai                64,800    18,000       9,98,790
 
 Mr.R. Rajagopal                  21,600         0       3,21,600
 
 Mr. Srish Jayender Balakrishna   21,600         0       3,21,600
 
 Total                          1,08,000    18,000      16,41,990
 
 Disclosure of particulars of contracts/arrangements entered into by the
 company with related parties referred to in sub-section (1) of section
 188 of the Companies Act, 2013 in Form No. AOC 2 is provided in
 Annexure - 3.
 
 15.  Material Changes
 
 There are no material changes affecting the financial position of the
 company which occurred between the end of the financial year of the
 company to which the financial statements relate and the date of this
 report.
 
 16.  DETAILS TO BE DISCLOSED UNDER RULE 8(3) OF COMPANIES (ACCOUNTS)
 RULES 2014.
 
 The information to be disclosed under RULE 8(3) OF COMPANIES (ACCOUNTS)
 RULES 2014 is given in ANNEXURE - 4.
 
 17.  Risk Management Policy
 
 At present, risk management is handled by the Wholetime Directors and
 the risk management policy is yet to be framed.
 
 18.  Corporate Social Responsibility
 
 As the company''s networth, turnover and net profit are below the
 threshold limit prescribed under the Companies Act, 2013, the company
 is yet to form a Corporate Social Responsibility Committee.
 
 19.  Evaluation of Board
 
 The performance of Board, its Committee and individual directors are
 evaluated by No.of meetings held, time spent in each meeting
 deliberating the issues, quality of information / data provided to the
 member, the time given to them to study the details before each
 meeting, quality of the deliberation in each meeting, contribution of
 each director, the details of decision taken and measures adopted in
 implementing the decision and monitoring the continuous implementation
 of the decision and feed back to the Board.
 
 20.  DETAILS TO BE DISCLOSED UNDER RULE 8(5) OF COMPANIES (ACCOUNTS)
 RULES 2014.
 
 The information to be disclosed under RULE 8(5) OF COMPANIES (ACCOUNTS)
 RULES 2014 is given in ANNEXURE - 5.
 
 21.  DISCLOSURE ON AUDIT COMMITTEE
 
 a) The composition of the Audit Committee is as below:
 
 Member & Chairman         Sri J M Grover
 
 Member                    Sri R. Sambasivan
 
 All the members have wide exposure in the relevant areas.
 
 b) The Board of Directors has accepted all recommendations of Audit
 Committee.
 
 22.  Establishment of Whistle Blower Policy and Vigil Mechanism
 
 A Whistle Blower Policy and Vigil Mechanism was adopted by the Board of
 Directors at its meeting held on March 9, 2015. The policy can be
 viewed at the company website www.slstindia.com.
 
 23.  Secretarial Audit Report
 
 The Secretarial Audit Report for the year 2014-15 is provided in
 ANNEXURE - 6.
 
 24.  DETAILS TO BE DISCLOSED UNDER RULE 5(1) OF THE COMPANIES
 (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
 
 The required disclosures are provided in ANNEXURE - 7.
 
 25.  DETAILS TO BE DISCLOSED UNDER RULE 5(2) OF THE COMPANIES
 (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.
 
 As none of the employees was in receipt of remuneration in excess of
 the prescribed limit, there is no report under Rule 5(2) of the
 Companies (Appointment and Remuneration of Managerial Personnel) Rules,
 2014.
 
 26.  INFORMATION REQUIRED UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE
 WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2014.
 
 The company has in place a system to redress complaints received
 regarding sexual harassment in line with the requirements of the Sexual
 Harassment of women at the workplace (Prevention, Prohibition &
 Redressal) Act, 2013
 
 All employees (permanent, contractual, temporary, apprentices and
 trainees) are covered under this policy.
 
 The following is a summary of sexual harassment complaints received and
 disposed off during the year 2014-15.
 
 * No of complaints received      - Nil
 
 * No of complaints disposed off. - NA
 
 27.  FINANCE
 
 The Board of Directors thanks Indian Overseas Bank and State Bank of
 India for their continued assistance and co-operation.
 
 28.  LABOUR
 
 The relationship with labour continues to be cordial. Your Directors
 place on record their appreciation of the devoted services of the
 Officers, Members of the Staff and Workers during the year.
 
 29.  COST AUDIT
 
 As per Statutory requirement, there is no cost audit for the Textile
 Industry for the year 2014-15.
 
 30.  CORPORATE GOVERNANCE
 
 Clause 49 is not, for the time being, applicable to your company, as
 your company''s equity share capital and net worth is below the
 threshold limit prescribed under this Clause of the Listing Agreement
 and hence the Report on Corporate Governance is not provided.
 
 31.  AUDITORS
 
 The Auditors of the Company M/s. S. Viswanathan retire and are eligible
 for reappointment. The Audit Committee of the Board of Directors has
 recommended their re-appointment. A Certificate under Section 139(1) of
 the Companies Act 2013 has been obtained from them.
 
                                              By Order of the Board
 
 Place : Chennai                                    (BALAKRISHNA S)
 Date : May 26, 2015                   Chairman & Managing Director
स्रोत: रेलीगरे टेचनोवा

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