modern cotton yarn spinners limited - bengal & assam report 2016 -modern cotton yar… · the...
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MODERN COTTON YARN SPINNERS LIMITED
Board of Directors
Nagaraju Srirama A.K.Kinra V.Rengaswamy
Registered Office 3, Madurai-Melakkal Road, Madurai-625016.
Administrative Office 19/5-H, Seetharam Avenue, Saradha College Road Extn, Salem - 636 007.
Banker Canara Bank
Auditors Messrs S.S. Kothari Mehta & Co., Chartered Accountants.
Plant Manavasi, Kulithalai Taluk, Karur (Dt.)
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DIRECTORS’ REPORT TO THE MEMBERS The Directors have pleasure in present ing the 11 t h Annual Report and Audited
Financial Statements of the Company for the f inancial year ended on 31st
March, 2016.
FINANCIAL RESULTS
The turnover for the year under review was ` 37.38 Crore as against ` 43.40
Crore in the previous year. The Loss af ter providing f inancial charges and
depreciat ion was ` 0.44 Crore, as against the prof i t of ` 0.63 Crore last year.
OPERATIONS Your Directors Report that the Company’s performance during the year
affected by the volat i l i ty of cotton and f inished product price. From August
2015 onwards, the market is so depressed and there is no pari ty between raw
material and f inished product prices. Chinese slowdown has affected the
exports to a greater extent and export prices witnessed steep fal l f rom August
2015 onwards.
Since October 2015, the domest ic sector consumption also witnessed slow
growth. Your Company cont inues to work in al l areas of operat ion to improve
eff iciency and reduce the cost. Your Company is focusing more on value
added products and steadi ly focusing on convert ing the yarn into fabric sales
which can fetch better margins.
EXTRACT OF THE ANNUAL RETURN An Extract of the Annual Return as on 31st March 2016 in the prescribed Form
MGT-9 is attached as Annexure ‘A’ to this Report and forms part of i t .
DIVIDEND No Dividend is recommended for the f inancial year ended on 31s t March 2016.
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PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS The part iculars of loans, guarantees, securi t ies and investments under Sect ion
186 of the Companies Act, 2013, are given in the f inancial statements.
RELATED PARTY TRANSACTIONS During the f inancial year ended 31st March 2016, al l the contracts or
arrangements or t ransact ions entered into by the Company with the Related
Part ies were in the ordinary course of business and on arm’s length basis and
were in compliance with the appl icable provisions of the Companies Act, 2013.
Further, the Company has not entered into any contract or arrangement or
transact ion with the related part ies which could be considered material . In view
of the above, disclosure in Form AOC-2 is not appl icable.
DIRECTORS
Shri Ashok Kumar Kinra ret i res by rotat ion and being el igible offers himself for
re-appointment at the ensuing AGM.
The provisions of Sect ion 149 pertaining to the appointment of Independent
Directors do not apply to your Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO A) CONSERVATION OF ENERGY
Your Company cont inues to invest in replacement of low energy eff icient
systems with effect ive and high eff icient systems to conserve power and
reduce costs.
( i ) The Steps taken or impact on conservat ion of energy;
a) In speed f rame the suct ion motors have been modif ied to run only at the t ime of waste evacuation instead of non-stop running.
b) Street lamps have been replaced.
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c) Drier capacity has been increased f rom 250 to 400 CFM to
reduce the power consumption and the pipel ine dia-meter has been increased f rom 11/4” to 2” in turn the compressor running t ime is reduced substant ial ly.
( i i ) The steps taken by the Company for ut i l ising al ternate sources of
energy;
The Company has been using wind power in place of thermal power as an al ternate power during the year.
( i i i ) The capi tal investment on energy conservat ion equipments;
The Company has not spent any amount on energy conservat ion in capital equipments.
(B) TECHNOLOGY ABSORPTION
( i ) The efforts made towards technology absorpt ion;
The company is consistent ly looking for absorpt ion of new technology avai lable in the market.
( i i ) The benefi ts derived l ike product improvement, cost reduct ion, product development or import subst i tut ion; NA
( i i i ) In case of imported technology (imported during the last 3 years reckoned f rom the beginning of the f inancial year) -
(a) The detai ls of technology imported; Your Company has not imported any technology for the past 3 years.
(b) The year of import; N.A
(c) Whether the technology been ful ly absorbed; N.A
(d) I f not ful ly absorbed, areas where absorpt ion has not taken place, and the reasons thereof; N.A
( iv) the expenditure incurred on Research & Development and Technology
i ) Areas of R&D Activi ties The Company Developed and int roduced newer products l ike Tubular fabric, Waff le Fabric for industrial use and pi lot lots were sent to customers.
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i i ) Research & Development Expenses
The capital expenditure incurred on R&D during the year was
`Nil and recurring expenditure amounted to `0.23 Crore, which was 0.62% of the turnover.
(C) EXPORTS, FOREIGN EXCHANGE EARNINGS AND OUTGO
DEPOSITS
The company has not accepted any deposi ts during the year.
STATUTORY AUDITORS AND THEIR REPORT M/s. S.S. Kothari Mehta & Co., Chartered Accountants, New Delhi , the
Auditors of the Company, ret i re at the ensuing Annual General Meet ing and
are el igible for re-appointment. The observat ions of the Auditors in thei r report
on Accounts and the Financial Statements, read with the relevant notes are
self explanatory.
PARTICULARS OF EMPLOYEES None of the employees of the Company is in receipt of remunerat ion in excess
of the l imits as given in accordance with the provisions of Sect ion 197 of the
Companies Act, 2013 read with Companies (Appointment and Remunerat ion of
Managerial Personnel) Rules 2014.
CORPORATE SOCIAL RESPONSIBILITY The requirement of Corporate Social Responsibi l i ty (CSR) in terms of Sect ion
135 of the Companies Act, 2013 and the rules made thereunder is not
appl icable to the Company.
INTERNAL FINANCIAL CONTROLS The Company has in place adequate internal controls with reference to
f inancial statements and no material reportable weakness was observed in the
` in Lacs 2015-16 2014-15 Earnings in Foreign Exchange 1095.43 792.45 Foreign Exchange Outgo 8.00 32.41
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system. Further, the Company has in place adequate internal f inancial controls
commensurate with the size and nature of i ts operat ions.
The Company also has robust Budgetary Control System and Management
Information System (MIS) which are backbone of the Company for ensuring
that your Company’s assets and interests are safeguarded.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS During the f inancial year under review, there were no signif icant and material
orders passed by the Regulators or Courts or Tribunals which would impact the
going concern status of the Company and i ts future operat ions.
MEETINGS OF THE BOARD The Board consists of 3 Directors as on 31s t March 2016, of which al l are Non-
Execut ive Directors (NED). Four Board Meetings were held during the twelve
months period f rom 1st Apri l 2015 to 31st March 2016 ie., on 12 t h May, 2015,
5 t h August, 2014, 29 t h October, 2015 and 9th February, 2016. Attendance and
other detai ls are as given below:-
Name of the Director Category Number of Board Meetings Attended
Shri Nagaraju Sri rama Non-Execut ive Directors 4
Shri A K Kinra Non-Execut ive Directors 4
Shri V.Rengaswamy Non-Execut ive Directors 4
AUDIT COMMITTEE The provisions of Sect ion 177 of the Companies Act, 2013 read with Rule 6
and 7 of the Companies (Meetings of the Board and i ts Powers) Rules, 2013
are not appl icable to the Company.
VIGIL MECHANISM The provisions of Sect ion 177(9) and (10) relat ing to establ ishment of Vigi l
Mechanism for di rectors and employees are not appl icable to the Company.
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NOMINATION AND REMUNERATION COMMITTEE The provis ions of Sect ion 178(1) relat ing to const i tut ion of Nominat ion and
Remunerat ion Committee are not appl icable to the Company.
RISK MANAGEMENT
The Company has an elaborate risk management system to inform Board
Members about r isk assessment and minimizat ion procedures.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE Your Company is sensit ive to women employees at workplace. As required
under the Sexual Harassment of Women at the Workplace (Prevent ion,
Prohibi t ion and Redressal) Act, 2013, the Company has a formal pol icy to
ensure safety of women and prevent ion of sexual harassment and has set up
Internal Complaints Committee (ICC) at i ts work places to redress the
complaints of women employees. During the year, no complaint has been f i led
with ICC with al legat ion of sexual harassment.
DIRECTORS’ RESPONSIBILITY STATEMENT
As required under Sect ion 134(3)(c) of the Companies Act 2013, your Directors
state that:
a) in the preparat ion of annual accounts, the appl icable accounting
standards have been fol lowed along with proper explanat ion relat ing to
material departures;
b) the accounting pol icies have been selected and appl ied consistent ly and
judgments and est imates made are reasonable and prudent so as to give
a t rue and fai r view of the state of affai rs of the Company at the end of
the f inancial year and of the prof i t and loss of the Company for that
period;
c) proper and suff icient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the said
Act for safeguarding the assets of the Company and for prevent ing and
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detect ing f raud and other i r regulari t ies;
d) the annual accounts have been prepared on a going concern basis; and
e) the proper systems to ensure compliance with the provis ions of al l
appl icable laws have been devised and that such systems were adequate
and operat ing effect ively.
ACKNOWLEDGEMENT
The Board places on record i ts appreciat ion of the valued services and
dedicated efforts of the employees of the Company, as also the co-operat ion
and support extended by Company’s bankers, customers, shareholders,
dealers, vendors, var ious Government agencies and other stakeholders.
Date: 11.05.2016 Place: New Delhi
On Behalf of the Board
Nagaraju Srirama
V.Rengaswamy Directors
I. REGISTRATION AND OTHER DETAILS:
1 CIN : U17111TN2005PLC057274
2 Registration Date 24.08.2005
3 Name of the Company : MODERN COTTON YARN SPINNERS LIMITED
4 Address of the Registered office and : 3, Madurai-Melakkal Road, Madurai 625 016
contact details Tel No. 0452-4283826
Fax No. 0452-4283831
5 Category/Sub-Category of the Company : Public Company
6 Whether listed company Yes / No : No
7 Name, Address and Contact details of : N.A.
Registrar and Transfer Agent, if any.
II.
All the business activities contributing 10% or more of the total turnover of the company shall be stated:-
Sl. No.
% to total
turnover of the
company
1 43.6%
2 53.1%
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -
S.No.
Holding/
Subsidiary/
Associate
% of shares
held
Applicable
Section
1
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
as on the financial year ended on 31.03.2016
[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014]
17115
PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
3. Madurai-Melakkal Road, Madurai 625
016
NIC Code of the Product/ serviceName and Description of main products
/ services
Blended Cotton Yarn 17111
Cotton Mixture Fabrics
Name and Address of the Company
Holding
Company
J.K. Fenner (India) Limited
U24231TN1992PLC062306
Annexure A to the Directors' Report
CIN/GLN
100% 2(46)
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding
% Change
Demat Physical Total% of Total
SharesDemat Physical Total
% of Total
Shares
during the
year
- - - - - - - - --
- - - - - - - - --
- - - - - - - - --
- 3050000 3050000 100% - 3050000 3050000 100% --
- - - - - - - - --
- - - - - - - - --
- 3050000 3050000 100% - 3050000 3050000 100% --
- - - - - - - - --
- - - - - - - - --
- - - - - - - - --
- - - - - - - - --
- - - - - - - - --
- - - - - - - - --
- 3050000 3050000 100% - 3050000 3050000 100% --
- - - - - - - - --
- - - - - - - - --
- - - - - - - - --
- - - - - - - - --
- - - - - - - - --
- - - - - - - - --
g) FIIs - - - - - - - - --
- - - - - - - - --
- - - - - - - - --
- - - - - - - - --
- - - - - - - - --
- - - - - - - - --
- - - - - - - - --
- - - - - - - - --
- - - - - - - - --
--
c) Others - - - - - - - - --
(specify) --
- - - - - - - - --
- - - - - - - - --
- - - - - - - - --
- 3050000 3050000 100% - 3050000 3050000 100% --
(B)=(B)(1)+(B)(2)
d) State Govt(s)
Capital Funds
Sub-total (B)(2):-
C. Shares held by
Grand Total (A+B+C)
Custodian for GDRs &
ADRs
e) VentureCapitalFunds
f) Insurance Companies
h) Foreign Venture
i) Others (specify)
i) Indian
ii) Overseas
b) Individuals
ii) Individual shareholders
holding nominal share
capital
Total Public Shareholding
in excess of Rs.1 lakh
Sub-total (A) (2):-
Total shareholding of
Promoter (A) =
(A)(1)+(A)(2)
B. Public Shareholding
a) Mutual Funds
1. Institutions
a) Bodies Corp.
Sub-total (B)(1):-
c) Central Govt.
b. Central Govt.
c. State Govt (s)
a) NRIs - Individuals
d) Banks / FI
2. Non-Institutions
c) Bodies Corp.
e) Any OtherF.
Category of Shareholders No. of Shares held at the end of the year
b) Banks / FI
b) Other – Individuals
(1) Indian
d. Bodies Corp.
e. Banks / FI
f. Any OtherF.
(2) Foreign
i) Individual shareholders
holding nominal share
capital upto Rs.1 lakh
Sub-total (A) (1):-
No. of Shares held at the beginning of the year
A. Promoters
a. Individual/HUF
(ii) Shareholding of Promoters
No. of Shares% of total Shares
of the company
%of Shares
Pledged /
encumbered to
total shares
No. of
Shares
% of total
Shares of the
company
%of Shares
Pledged /
encumbered
to total shares
% change
in share
holding
during the
year
1 3050000 100 -- 3050000 100 -- --
3050000 100 -- 3050000 100 -- --
(iii) Change in Promoters’ Shareholding ( please specify, if there is no change)
No. of shares
% of total
shares of the
company
No. of
shares
% of total
shares of the
company
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
No. of
shares
% of total
shares of the
company
No. of shares
% of total
shares of
the
company
1
(v) Shareholding of Directors and Key Managerial Personnel:
No. of share
% of total
shares of
the
company
No. of shares
% of total
shares of the
company
1 1 -- 1 --
2 1 -- 1 --
Shri Nagaraju Srirama (Jt.) J.K. Fenner (India) Limited
Shareholder’s Name
Shareholding at the beginning of the year
Shareholder's Name
Nil
Shareholding at the beginning
of the year
Sl. No.
Cumulative Shareholding
J.K. Fenner (India) Ltd.
Cumulative Shareholding
during the year
Shareholding at the
Share holding at the end of the year
Sl No.
Total
Date wise Increase / Decrease in
Promoters Share holding during the year
specifying the reasons for increase /
decrease (e.g. allotment/ transfer /
bonus/ sweat equity etc):
At the End of the year
At the beginning of the year
Sl. No.
Sl. No.
Shri V.Rengaswamy (Jt.) J.K. Fenner (India) Limited
Cumulative Shareholding
during the year
For Each of the Top 10 Shareholders
during the year
Shareholding at the
beginning of the year
beginning of the year
There is no change in the Promoters' Shareholding during the
FY 2015-16.
For Each of the Directors and KMP
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
(` in Lacs)
Secured Loans Unsecured
DepositsTotal
excluding depositsLoans Indebtedness
1079.54 - - 1079.54
- - - -
- - - -
1079.54 - - 1079.54
31.33 - - 31.33
- - - -
31.33 - - 31.33
1110.87 - - 1110.87
- - - -
- - - -
1110.87 - - 1110.87
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
B. Remuneration to other directors: (` in Lacs)
--
--
Mr.A.K.KinraTotal Amount
0.04 0.12
-- --
-- --
-- --
0.04 0.12
0.12
0.04
Indebtedness at the beginning of the financial
year
Total (i+ii+iii)
Not Applicable
Name of Directors
NIL
Total Managerial
Remuneration
--
iii) Interest accrued but not due
· Fee for attending
board meetings
- Addition
· Others, please specify
Total (1)
Net Change
· Commission
Other Non-Executive
Directors
0.04
i) Principal Amount
ii) Interest due but not paid
--
Mr.Nagaraju Srirama
Total (B)=(1+2)
1Independent Directors
Sl. No.
2
Indebtedness at the end of the financial year
Total (i+ii+iii)
iii) Interest accrued but not due
Particulars of
Remuneration
Change in Indebtedness during
the financial year
ii) Interest due but not paid
As per the provisions of the Companies Act, 2013 and Rules thereunder, appointment of Managing Director, Whole-time Director/Manager are not
applicable to the Company.
i) Principal Amount
--
--
--
0.04
Total
Total (2)
Mr.V.Rengaswamy
0.04
- Reduction
· Others, please specify
· Fee for attending
Committee meetings
· Fee for attending
Committee meetings
· Commission
· Fee for attending
board meetings
--
Overall Ceiling as per
the Act
Not Applicable
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD
As per the provisions of the Companies Act, 2013 and Rules thereunder, KMP provisions are not applicable to the Company.
There were no penalties, punishment or compounding of offences during the year ended 31st March 2016.