DIRECTORS' REPORT Dear Members, Your Directors are pleased to present their TWENTY SIXTH ANNUAL REPORT and the Audited Statement of Accounts for the year ended March 31, 2015. FUTURE PROSPECTS The Board of Directors are pleased to inform that the company has produced 1.00 million pairs of shoes, sandals and other footwear during the current year as against 1.06 million pairs during the previous year. Although the production has reduced in number of pairs, the Company has improved its product mix by adding higher value products to increase revenues and profitability. The company has long term arrangements with Puma Sports India Private Limited and also negotiating with other MNCs for producing sports & other footwear on their behalf. The Company shall also continue to improve its product mix and production efficiency to further improve the sales. DIVIDEND In view of cumulative losses, your Directors, do not recommend any dividend for the period under review. SHARE CAPITAL The paid up Equity Share Capital as on 31" March, 2015 was Rs. 13.92 Crore. During the year under review, the company has not issued shares with differential voting rights nor granted stock options nor sweat equity. There is no change in the share capital of the Company. FINANCE (a) Project finance State Bank of Patiala has sanctioned and disbursed SLC Limit of Rs. 0.40 Crore during the year under review. (b) Working capital The working capital limits Stood at Rs. 16.42 Crores (fund based Rs. Rs.16.42 Crores & non-fund based Rs. 0.54 Crores) as on 31" March, 2015. (c) Term Loan The Term Loan stood at Rs.15.88 Crores as on 31" March, 2015. (d) Deposits The Company has not accepted any deposits from the public during the year under review. (e) Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013 No loans, guarantees or investments under Section 186 of the Companies Act, 2013 have been given by the Company. CHANGE IN THE NATURE OF BUSINESS There was no change in the nature of business. SUBSIDIARIES/JOINT VENTURES/ASSOCIATES COMPANIES Your Company does not have any associate/subsidiary/joint ventures within the meaning of the Companies Act, 2013, BUSINESS RISK MANAGEMENT Pursuant to the requirement of Clause 49 of me Listing agreement, the company has constituted a Risk Management Committee under the Chairmanship of Mr. R. C. Mahajan, Managing Director of the Company. The other members of the Committee are Mr. Amit Mahajan, Director (Operations) and Mr. Amit Mahajan, Director (Commercial). In line with the new regulatory requirements, the company has also framed a 'Risk Management Policy' to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure. The details of committee and its terms of reference are set out In the Corporate Governance Report forming part of the Board's Report. 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 risk management systems and programs comprises of various processes, structures, processes and guidelines which assist the Company to identify, assess, monitor and manages its risks, including any material changes to its risk profile. To achieve this, the Company has clearly defined the responsibility and authority of the Company's Management and the Risk Management Committee to oversee and manage the Risk Management Programs. INTERNAL FINANCIAL CONTROL SYSTEM Effective and strong internal control systems are developed in the Company for all the major processes to ensure reliability of financial reporting, safeguarding of assets and economical and efficient use of resources as also the compliance of laws, regulations, policies and procedures etc. The Company's internal control systems are audited by Internal Auditors i.e. M/s Aaryaa & Associates, Chartered Accountants. The Internal Auditor independently evaluates the adequacy of internal controls and reviews major transactions. The Internal Auditor report Is directly reported to the Audit Committee to ensure complete independence. ¦ VIGIL MECHANISM/WHISTLE BLOWER POLICY The Company has a vigil mechanism named "Whistle Blower Policy/Vigil Mechanism" to deal with instance of fraud and mismanagement, if any. The details of the Policy is explained in the Corporate Governance Report and also posted on the website of the Company. RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the financial year were in the ordinary course of business but were not at arm's length basis. The Company had obtained the approval of the shareholders to enter Into related party transactions in Extra-ordinary General Meeting held in March, 2015. All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are oF a foreseen and repetitive nature. The detail of transactions entered into pursuant to the omnibus approval so granted is placed before the Audit Committee and the Board of Directors ,on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. The form (AOC-2) disclosing the particulars of contracts/ arrangements entered into by the company with related parties referred to in Section 188 of the Companies Act, 2013 is attached herewith as Annexunj A. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS There are no significant and material orders passed by the Regulators, Courts or Tribunals which would impact the going concern status of the Company and its operations in future. DIRECTORS In accordance with the provisions of the Companies Act, 2013 and Articles or Association of the Company Mr. Amit Mahajan, Director (Commercial) (DIN 00038593) shall retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. During the year under review, Mrs. Seema Mahajan (DIN 06978146) was appointed as an Independent Director, for a period of five years, we.f. 10* November, 2014. In accordance with the provisions of the Companies Act, 2013, Mr. R. K. Bhandari, will be appointed as an Independent Director for a period of five years, at the forthcoming annual general meeting. Declarations pursuant to Section 149(6) of the Companies Act, 2013 have been submitted by all the Independent Directors. * Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the working of its Audit, Nomination & Remuneration and Stakeholder's Relationship Committee. The manner In which the evaluation has been carried out has been explained in the Corporate Governance Report forming part of the Board's Report. * Remuneration Policy The Board has approved the policy framed by the Nomination and Remuneration Committee for selection and appointment of Directors, senior management and their remuneration. The Remuneration policy is stated in the Corporate Governance Report forming part of the Board's Report. * Meetings During the year eight Board meetings and four Audit Committee meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition, & Redressal) Act, 2013. Internal Complaints, Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15: a) No. of complaints received: Nil b) No. of complaints disposed off: Nil CORPORATE GOVERNANCE A detailed report on Corporate Governance as required under the Listing Agreement with the Bombay Stock Exchange Ltd. (BSE), Mumbai is annexed to this report. The Certificate issued by the Practicing Company Secretary, in pursuance of Clause 49 or the Listing Agreement in compliance of Corporate Governance, is also annexed with this report DIRECTORS' RESPONSIBILITY STATEMENT As required under Section 134(3)(c) read with Section 134{5) of the Companies Act 2013 and clause 49(3)(D)(4)(a) of the Listing Agreement, your Directors state that: i) 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, ii). such accounting policies have been selected and applied consistently and judgments and estimates have been made 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; iii). proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets or the Company and for preventing and detecting fraud and other irregularities; iv). the annual accounts have been prepared on a going concern basis; v). the Directors nave laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively: and vi). the Directors have devised proper systems to ensure compliance with the provisions of ail applicable laws and that such systems are adequate and operating effectively. AUDITORS 1. Statutory Auditors M/s Kansal Single & Associates, Statutory Auditors, hold office until the conclusion of the ensuing annual general meeting and being eligible, offer themselves for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and Rules framed there under and willingness to accept the office of the Statutory Auditors, if reappointed. In terms of provisions of section 139 and 141 of the Companies Act 2013, your Directors recommend their re-appointment for a period of five years starting from the conclusion of the ensuing Annual General Meeting of the company upto the conclusion of the Annual General Meeting required to be held for the financial year 2019-20 subject to ratification by the members at every AnnuBi General Meeting. The auditors have forwarded their certificate stating that their re-appointment, if made will be in accordance with the criteria specified under Section 141 of the Companies Act, 2013. 2. Secretarial Auditor Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s R.P.S Khurana & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The report of the Secretarial Auditor is annexed as Annexure B. Limited Annual Report 2014-15 MANAGEMENT REPLY ON QUALIFICATION BY SECRETARIAL AUDITOR The observation of the Secretarial Auditor is self explanatory and require no further explanation. PARTICULARS OF EMPLOYEES The Provisions of Rule 5(2) & (3) of the Companies(Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees In receipt of remuneration in excess of Rs. 60 lacs per annum to be disclosed in the Report of Board or Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs. 60 lacs during the financial year 2014-15. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure forming part of the Annual Report. Having regard to the provisions of Section 136(1) read with its relevant provisio of the Companies Act, 2013, the Annual Report excluding the aforesaid Information Is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished free of cost. The Nomination and Remuneration Committee of the Company has confirmed that the remuneration was as per the remuneration policy of the Company. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND 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 Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexur* C. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual return in Form MGT-9 Is annexed herewith as Annexure D. ACKNOWLEDGMENT Your Directors convey their sincere thanks to the various agencies of the Central and State Governments, Banks and other concerned agencies for ail the assistance and cooperation extended to the Company. The Directors also deeply appreciate and acknowledge the trust and confidence the vendors, suppliers, dealers, customers, shareholders and investors reposed in the Company. Your Directors also place on record their appreciation for the dedicated services rendered by the workers, staff and officers of the Company. For and on behalf of the Board (R.K. BHANDARI) Chairman Date : August 12, 2015 Place: Mohali |