uniworth limited ar 2015 · 2015. 9. 15. · annual report 2015 1 uniworth uniworth limited notice...
TRANSCRIPT
UNIWORTH
UNIWORTH LIMITED
ANNUAL REPORT 2 0 14 - 2 0 15
Uniworth Limited76
UNIWORTH
UNIWORTHLIMITED
BOARD OF DIRECTORS
SHRIPAD NARAYAN SHENWAI (DIN 01716415) ndash Executive Director KISHORE JHUNJHUNWALA (DIN 00035091)SILPI CHAKRABORTY (DIN 06923695)TARA CHAND JAIN (DIN 07144151)SANJEEV SAXENA - MPSIDC Nominee
AUDIT COMMITTEE
KISHORE JHUNJHUNWALASILPI CHAKRABORTYSHRIPAD NARAYAN SHENWAI
COMPANY SECRETARY
SARBANI MOITRA
CHIEF FINANCIAL OFFICER
ANAND KUMAR LADIA
AUDITORS
Ms S S KOTHARI amp COChartered Accountants
BANKERSABN AMRO BANKALLAHABAD BANKBANK OF AMERICACENTURION BANK LTDDEUTSCHE BANKHDFC BANK LTDTHE FEDERAL BANK LTDSTATE BANK OF MYSORESTATE BANK OF INDIAUNITED BANK OF INDIAUTI BANK LTD
CORPORATE INFORMATIONCIN L17299WB1988PLC044984
(As on 12082015)
REGISTERED OFFICElsquoGREEN ACRESrsquo2 Nazar Ali Lane Flat - 4AKolkata - 700 019Phone 033) 400613018444012233Fax (033) 2280 3620E-mail uniworthlimitedgmailcomWebsite wwwuniworthcom
REGISTRARS
Ms CB Management Services (P) LimitedP-22 Bondel RoadKolkata - 700 019Phone (033) 4011-6700671167186723Fax (033) 4011-6739E-mail rtacbmslcom
WORKS
WOOL DIVISIONSpinning Unit (100 EOU amp DTA)Urla Growth CentreRaipur Chattisgarh
SILK DIVISIONAmriti Urla Growth CentreMalda WB Raipur Chattisgarh
Annual Report 2015 1
UNIWORTH
UNIWORTHLIMITED
NOTICE Notice is hereby given that the 27th Annual General Meeting of Uniworth Limited will be held at Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046 on Tuesday 29th day of September 2015 at 1030 AM to transact the following business
ORDINARY BUSINESS
1 To receive consider and adopt the Financial Statements of the Company for the year ended 31st March 2015 and the Reports of the Board of Directors and Auditors thereon
2 To appoint a Director in place of Mr S N Shenwai (DIN 01716415) who retires by rotation and being eligible offers himself for re-appointment
3 To appoint Auditors and to fix their remuneration
SPECIAL BUSINESS
4 To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution
RESOLVED THAT Mr Tara Chand Jain (DIN 07144151) who was appointed as an Additional Director of the Company by the Board of Directors pursuant to Section 161 of the Companies Act 2013 and Article 98 of the Companyrsquos Article of Association and who holds office upto the date of this Annual General Meeting and in respect of whom the Company has received due notice in writing under Section 160 of the Companies Act 2013 alongwith requisite deposit proposing his candidature for the Office of the Director be and is hereby appointed as a Director of the Company liable to retire by rotation
5 To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution
RESOLVED THAT pursuant to the provisions of Sections 149 150 152 and any other applicable provisions of the Companies Act 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act 2013 and Clause 49 of the Listing Agreement Mr K Jhunjhunwala (holding DIN 00035091) Director of the company whose period of office is not liable to determination by retirement of directors by rotation and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director be and is hereby appointed as an Independent Director for a tenure of 5 (Five) consecutive years up to 31st March 2020
6 To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution
RESOLVED THAT pursuant to the provisions of Sections 149 150 152 and any other applicable provisions of the Companies Act 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act 2013 and Clause 49 of the Listing Agreement Mrs Silpi Chakraborty (holding DIN 06923695) Director of the company whose period of office is not liable to determination by retirement of directors by rotation and in respect of whom the Company has received a notice in writing from a member proposing her candidature for the office of Director be and is hereby appointed as an Independent Director for a tenure of 5 (Five) consecutive years up to 31st March 2020
Registered Office By Order of the Board ldquoGREEN ACRESrdquo2 Nazar Ali Lane Flat-4AKolkata ndash 700 019 S N ShenwaiDate 12th August 2015 Executive Director
Uniworth Limited2
UNIWORTH
UNIWORTHLIMITED
NOTES
a) A member entitled to attend and vote is entitled to appoint a proxy to attend and vote on a poll instead of himself and the proxy need not be a member Proxies in order to be effective must be received at the Registered Office not less than 48 hours before the meeting
A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights A member holding more than ten percent of the total share capital of the company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder
b) The Register of Members and Transfer Books of the Company will be closed from 23rd September 2015 to 29th September 2015 both days inclusive
c) Intimation of any Change of Address should be given to the Registrar amp Transfer Agent Company immediately
d) Explanatory Statement Us 102 of the Companies Act 2013 is annexed herewith in respect of items of Special Business
e) Brief profile of the Directors seeking appointment re-appointment at the ensuing Annual General Meeting is annexed hereto in compliance of Clause 49(VIII)(E)(1) of the Listing Agreement with Stock Exchanges
f) Voting through electronic means
I In compliance with provisions of Section 108 of the Companies Act 2013 and Rule 20 of the Companies (Management and Administration) Rules 2014 as mentioned from time to time and Clause 35B of the Listing Agreement the Company is pleased to provide to the Members the facility to exercise their right to vote at the 27th Annual General Meeting (AGM) of the Company by electronic means and the business mentioned in Notice relating thereto may be transacted through the E-Voting services provided by National Securities Depository Limited (NSDL) It is clarified that it is not mandatory for a member to vote using e-facility and a member may avail of said facility at his her discretion following the procedure below
The instructions for e-voting are as under
A In case a member receives an email from NSDL [for members whose email Ids are registered with the CompanyDepository Participants (s)]
i Open email and open PDF file viz ldquoUniworth Limited e-Votingpdfrdquo with your Client ID or Folio No as password The said PDF file contains your user ID and password for e-voting Please note that the password is an initial password
ii Launch internet browser by typing the following URL httpswwwevotingnsdlcom
iii Click on Shareholder ndash Login
iv Now Enter your User ID (For Members holding shares in NSDL 8 character DPID followed by 8 Digits Client ID For Members holding shares in CDSL 16 digits beneficiary ID For Members holding shares in Physical Form should enter Folio Number registered with the company and then enter the Image verification as displayed and Click on Login
v Password change menu appears Change the password with new password of your choice with minimum 8 digitscharacters or combination thereof Note new password It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential
vi Home page of e-Voting opens Click on e-Voting Active Voting Cycles
vii Select ldquoEVENrdquo of Uniworth Limited
viii Now you are ready for e-Voting as Cast Vote page opens
ix Cast your vote by selecting appropriate option and click on ldquoSubmitrdquo and also ldquoConfirmrdquo when prompted
Annual Report 2015 3
UNIWORTH
UNIWORTHLIMITED
x Upon confirmation the message ldquoVote cast successfullyrdquo will be displayed
xi Once you have voted on the resolution you will not be allowed to modify your vote
xii Institutional shareholders (ie other than individuals HUF NRI etc) are required to send scanned copy (PDFJPG Format) of the relevant Board Resolution Authority letter etc together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote to the Scrutinizer through e-mail uniworthscrutinizergmailcom with a copy marked to evotingnsdlcoin
B In case a member receives physical copy of the Notice of AGM [for members whose email IDs are not registered with the CompanyDepository Participants (s) or requesting physical copy]
a E-voting particulars as mentioned below including initial password are provided in the Attendance Slip which is an Annexure to the Notice for E-voting
EVEN (E-Voting Event Number) USER ID PASSWORD b Please follow all the steps from Sl No (ii) to (xii) above to cast vote
II Members who do not have any access to e-voting may requisite a Physical Ballot Form from the Office of the Registrars amp Share Transfer Agents of the Company Members are required to fill the Physical Ballot Form and enclose it in a Sealed Envelope and send it ldquoTo The Scrutinizer Mr Kamal Kumar Sanganeria (Unit Uniworth Limited) Co C B Management Services Private Limited P-22 Bondel Road Kolkata ndash 700 019rdquo Unsignedwrongly signed incomplete or incorrectly ticked forms shall be rejected The Scrutinizerrsquos decision on the validity of the form will be final Members are required to vote either through the electronic system or through physical ballot and not in any other mode In the event of Members casting votes through both the processes the votes in the electronic system will be considered only The Physical Ballot Form must be received by the Scrutinizer on or before September 29 2015
III In case of any queries you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the Downloads section of https wwwevotingnsdlcom or call on Toll Free No 1800222990
IV If you are already registered with NSDL for e-voting then you can use your existing user ID and password for casting your vote
V You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s)
VI The e-voting period commences on September 26 2015 (900 am) and ends on September 28 2015 (500 pm) During this period shareholdersrsquo of the Company holding shares either in physical form or in dematerialized form as on the cut-off date of September 22 2015 may cast their vote electronically The e-voting module shall be disabled by NSDL for voting thereafter Once the vote on a resolution is cast by the shareholder the shareholder shall not be allowed to change it subsequently
VII The voting rights of Shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on September 29 2015
VIII Any person who acquires shares of the company and becomes a Member of the Company after the dispatch of the AGM Notice and holds shares as on the cut off date ie September 22 2015 may obtain the login id and password by sending a request at evotingnsdlcoin However if you are already registered with NSDL for E-voting then you can use your existing User Id and password for casting your vote If you have forgotten your password you may reset your password by using ldquoforgot User DetailsPasswordrdquo option available on httpswwwevotingnsdlcom
IX Members who have cast their vote by E-voting prior to the Annual General Meeting may also attend the Meeting but shall not be entitled to vote again at the AGM
X Shri Kamal Kumar Sanganeria (Membership No FCS 2643) practicing company secretary and proprietor of K K Sanganeria amp Associates Kolkata has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner
Uniworth Limited4
UNIWORTH
UNIWORTHLIMITED
XI The Scrutinizer shall after the conclusion of voting at the general meeting will first count the votes cast at the meeting and thereafter unblock the votes cast through e-voting in the presence of at least two witnesses not in the employment of the Company and shall make not later than three days of the conclusion of the AGM a consolidated scrutinizerrsquos report of the total votes cast in favour or against if any to the Chairman or a person authorized by him in writing who shall countersign the same and declare the result of the voting forthwith
XII The Results declared along with the Scrutinizerrsquos Report shall be placed on the Companyrsquos website wwwuniworthcom and on the website of NSDL wwwevotingnsdlcom immediately after the declaration of result by the chairman or a person authorized by him in writing The results shall also be immediately communicated to the Calcutta Stock Exchange Limited and BSE Limited
g) MembersProxies should bring the Attendance Slip duly filled in for attending the Meeting
MEMBERS ARE REQUESTED TO BRING THEIR COPIES OF THE ANNUAL REPORT TO THE MEETING
ANNEXURE TO THE NOTICE
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013 IN RESPECT OF SPECIAL BUSINESS
Item No 4Mr Tara Chand Jain who was appointed as an Additional Director of the Company with effect from 31st March 2015 in terms of Section 161 of the Companies Act 2013 and Article 98 of the Article of Association of the Company vacates his office at this Annual General Meeting A notice under Section 160 of the Companies Act 2013 alongwith requisite deposit has been received by the Company from a member proposing the appointment of Mr Tara Chand Jain as a Director of the Company liable to retire by rotationThe proposed resolution is recommended for adoption None of the DirectorsKey Managerial Personnel of the Company and their relatives is concerned or interested financially or otherwise except Mr Tara Chand Jain is concerned andor interested in the aforesaid resolutionItem No 5Mr K Jhunjhunwala is a Non-Executive Independent Director of the Company He joined the Board of Directors of the Company on 31st December 2004 and continues to hold the said office since then Mr Jhunjhunwala is a Qualified Chartered Accountant having wide experience in Accounts Finance Legal and Management He is also a Director in Mercury Fund Management Company Ltd Discovery Infoways Ltd Discovery Institute of Information Technology Ltd Prudential Sugar Corporation Ltd Ami Computers (India) Ltd Sumerai Exports Pvt Ltd Ami Capital Markets Ltd W Newman amp Co Ltd Winner Vanijya Pvt Ltd Deccan Remedies LtdKejriwal Trading Co Ltd Prarambh Vidyangan Pvt Ltd Rishab Tradecomm Pvt Ltd Dynamic Dealtrade Pvt Ltd Maninag Tradelink Pvt Ltd Goldview Properties Pvt Ltd and Growmore Infrastructure Pvt LtdHe does not hold either directly or indirectly any Equity Shares of the CompanyMr Jhunjhunwala is Director whose period of office is liable to determination by retirement of directors by rotation under the erstwhile applicable provisions of the Companies Act 1956 In terms of Section 149 and other applicable provisions of the Companies Act 2013 Mr Jhunjhunwala being eligible and offering himself for appointment is proposed to be appointed as an Independent Director for a tenure of five consecutive years upto 31st March 2020 A notice has been received from a member proposing Mr Jhunjhunwala as a candidate for the office of Director of the CompanyIn the opinion of the Board Mr Jhunjhunwala fulfils the conditions specified in the Companies Act 2013 and rules made thereunder for his appointment as an Independent Director of the company and is independent of the management Copy of the draft letter for appointment of Mr Jhunjhunwala as an Independent Director would be available for inspection without any fee by the members at the Registered Office of the Company during normal business hours on any working day excluding SaturdayThe Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Mr Jhunjhunwala as an Independent Director Accordingly the Board recommends
Annual Report 2015 5
UNIWORTH
UNIWORTHLIMITED
the resolution for your approvalExcept Mr Jhunjhunwala being an appointee none of the DirectorsKey Managerial Personnel of the Company and their relatives is concerned or interested financially or otherwise in the resolution set out at item No 5 This Explanatory Statement may also be regarded as a disclosure under Clause 49 of the Listing agreement with the Stock ExchangeItem No 6Mrs Silpi Chakraborty is a Non-Executive Independent Director of the Company She joined the Board of Directors of the Company on 14th July 2014 and continues to hold the said office since then She does not hold Directorship of any other Company and Membership of Committees of the Board of any other CompanyMrs Silpi Chakraborty is senior professional having wide exposure and experience in various affairs of Secretarial Management and Administration In terms of Section 149 and other applicable provisions of the Companies Act 2013 Mrs Silpi Chakraborty being eligible and offering herself for appointment is proposed to be appointed as an Independent Director for a tenure of five consecutive years upto 31st March 2020 A notice has been received from a member proposing Mrs Silpi Chakraborty as a candidate for the office of Director of the CompanyShe also holds 700 Equity Shares of the CompanyIn the opinion of the Board Mrs Silpi Chakraborty fulfils the conditions specified in the Companies Act 2013 and rules made thereunder for her appointment as an Independent Director of the company and is independent of the management Copy of the draft letter for appointment of Mrs Silpi Chakraborty as an Independent Director would be available for inspection without any fee by the members at the Registered Office of the Company during normal business hours on any working day excluding SaturdayThe Board considers that her continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Mrs Silpi Chakraborty as an Independent Director Accordingly the Board recommends the resolution for your approvalExcept Mrs Silpi Chakraborty being an appointee none of the DirectorsKey Managerial Personnel of the Company and their relatives is concerned or interested financially or otherwise in the resolution set out at item No 6 This Explanatory Statement may also be regarded as a disclosure under Clause 49 of the Listing agreement with the Stock ExchangeParticulars relating to Directors seeking appointment re-appointment pursuant to Clause 49(VIII)(E)(1) of the Listing AgreementMr Tara Chand Jain Mr Tara Chand Jain is professional having wide exposure and experience in Accounts and Finance He was appointed as an Additional Director of the Company on 31032015 He does not hold Directorship of any other Company and Membership of Committees of the Board of any other Company He also does not hold either directly or indirectly any Equity Shares of the CompanyMr K Jhunjhunwala Mr K Jhunjhunwala is a Qualified Chartered Accountant having wide experience in Accounts Finance Legal and Management He was appointed as a Director of the Company on 31122004 and continues to hold the said office since then He is also a Director of Mercury Fund Management Company Ltd Discovery Infoways Ltd Discovery Institute of Information Technology Ltd Prudential Sugar Corporation Ltd Ami Computers (India) Ltd Sumerai Exports Pvt Ltd Ami Capital Markets Ltd W Newman amp Co Ltd Winner Vanijya Pvt Ltd Deccan Remedies Ltd Kejriwal Trading Co Ltd Prarambh Vidyangan Pvt Ltd Rishab Tradecomm Pvt Ltd Dynamic Dealtrade Pvt Ltd Maninag Tradelink Pvt Ltd Goldview Properties Pvt Ltd and Growmore Infrastructure Pvt Ltd He holds in some companies membership of committees of the Board He also does not hold either directly or indirectly any Equity Shares of the CompanyMrs Silpi Chakraborty Mrs Silpi Chakraborty is senior professional having wide exposure and experience in various affairs of Secretarial Management and also in Project Management and Administration She was appointed as a Director of the Company on 14072014 and continues to hold the said office since then She does not hold Directorship of any other Company and Membership of Committees of the Board of any other Company She also holds 700 Equity Shares of the Company
Uniworth Limited6
UNIWORTH
UNIWORTHLIMITED
GREEN INITIATIVES ndash on sending Annual Report and Accounts to the members of the Company through electronic mode
This initiative is pursuant to two Circulars bearing nos 172011 and 182011 dated 21st April 2011 and 29th April 2011 respectively issued by the Ministry of Corporate Affairs Govt of India
Under the aforesaid Circulars service of documents including Annual Reports and Accounts upon the shareholders through e-mail ndash shall be in compliance with Section 20 of the Companies Act 2013
The Shareholders (whether holding shares in physical or electronic mode) who are interested to receive soft copy of the Annual Reports and Accounts of the Company on and from the year ie 2011-12 are requested to register their respective e-mail ids at the web-page of our Registrar amp Share Transfer Agent C B Management Services (P) Ltd at wwwcbmslcomgreenphp
Mr S N ShenwaiMr S N Shenwai has long association with the Company with multi-functional experience in Textiles Industry in Accounts Projects and Commercial Functions He does not hold Directorship of any other Company and Membership of Committees of the Board of any other Company He also does not hold either directly or indirectly any Equity Shares of the Company
Registered Office By Order of the Board ldquoGREEN ACRESrdquo2 Nazar Ali Lane Flat-4AKolkata ndash 700 019 S N ShenwaiDate 12th August 2015 Executive Director
Annual Report 2015 7
UNIWORTH
UNIWORTHLIMITED
Your Directors have pleasure in presenting their 27th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March 2015
FINANCIAL HIGHLIGHTS
During the year under review performance of your company is as under
Particulars 31st March 2015 (Rs in Lacs)
31st March 2014(Rs in Lacs)
Total Income 1391658 1391288Profit(Loss) before Interest and Depreciation Before prior period adjustment 143381 132028Previous year adjustments amp Extra Ordinary Items 29040 5370Profit (Loss) before Interest and Depreciation 114341 126658Less Interest for the year 536119 536116Profit (Loss) before Depreciation (421778) (409458)Less Depreciation 42727 42824Profit (Loss) before Tax (464505) (452282)Less Provision for taxation ndash ndashProfit (Loss) after Tax for the year (464505) (452282)Add Balance Brought Forward from the Previous year (9585820) (9133538)Profit(Loss) carried to Balance Sheet (10050325) (9585820)
STATE OF COMPANYrsquoS AFFAIRS AND FUTURE OUTLOOK During the year under review total revenue remained almost at same level to Rs 13917 crores as against Rs 13913 crores in the previous year There was a cash profit to the tune of Rs 1434 crores as against Rs 1320 crores before interest and Depreciation in the previous year Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources
BUSINESS OUTLOOK Demand for textile products have been on the fall for the higher end products like wool rich products due to global recession and have been the reason for not so encouraging top line Coupled with this sporadic fiscal instability in certain global markets was a cause of concern Although the demand for the same has started showing some improving trends and hence the company is optimistic and continuing its vigorous efforts in domestic as well as in foreign market
PROCESS OF RESTRUCTURING Under the provisions of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) ARCIL had taken over possession of the secured assets of the Companyrsquos plants and appointed Indoworth India Limited as the Custodian of such assets The Companyrsquos business continued throughout the year as usual However the matter is subjudice in various suits before the Calcutta High Court and other Forums and necessary adjustments in the financial statements if required would be made upon final adjudication of proceedings The matter is subjudice and writ petition is pending before the Honrsquoble High Court Calcutta
MATERIAL CHANGE AND COMMITMENTS AFTER THE BALANCE SHEET DATEThere have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of this report
DIVIDEND In view of huge accumulated losses the Directors regret their inability to recommend any dividend for the Financial Year 2014-15
DIRECTORSrsquo REPORT TO THE MEMBERS
Uniworth Limited8
UNIWORTH
UNIWORTHLIMITED
DEPOSITS
The Company has neither invited nor accepted deposits from the public within the meaning of Section 73 of the Companies Act 2013 and the rules made there under
DIRECTORSrsquo RESPONSIBILITY STATEMENT
In compliance of Section 134 (5) of the Companies Act 2013 your Directors state as follows
a) That in the preparation of accounts applicable accounting standards have been followed and there are no material departures
b) That appropriate accounting policies have been selected and applied consistently with reasonable and prudent judgements and estimates so as to give true and fair view of the state of affairs of the Company
c) That proper and sufficient care have been taken for the maintenance of adequate accounting records for safeguarding assets and for preventing fraud and other irregularities
d) That the Annual Accounts have been prepared on a going concern basis
e) That internal financial controls had been laid down and are adequate and operating effectively
f) That proper systems had been devised to ensure compliance with the provision of all applicable laws and such systems are adequate and operating effectively
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr S N Shenwai (DIN 01716415) retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment
Since the last Annual General Meeting Mr Tara Chand Jain (DIN 07144151) has been appointed as Additional Director of the Company wef 31032015 Appropriate Resolution seeking your approval for his appointment is appearing in the Notice convening the Annual General Meeting
DECLARATION FROM INDEPENDENT DIRECTOR
The Independent Directors has submitted their Disclosures to the Board that they fulfill all the requirements as stipulated under section 149 (6) of the Companies Act 2013 so as to qualify themselves to be appointed as Independent Directors
PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186
Details of Loans Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013 forms part of the Financial Statements
TRANSACTION WITH RELATED PARTY
Related party transactions that were entered during the financial year were on armrsquos length basis and in the ordinary course of business There were no materially significant related party transactions which were in conflict of the Company
AMOUNTS TRANSFERRED TO RESERVES
In view of huge accumulated losses the Directors regret their inability to recommend any amount to be transferred to reserves for the Financial Year 2014-15
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The details pertaining to conservation of energy technology absorption foreign exchange earnings and outgo are provided as Annexure I which forms part of this report
RISK MANAGEMENT
A comprehensive risk management policy for the purpose of management policy in the Company for periodical review by the Board of Directors is in place In addition Risk Management issues are generally discussed in the Audit Committee
Annual Report 2015 9
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UNIWORTHLIMITED
CORPORATE SOCIAL RESPONSIBILITIES
The provisions of Section 135 of the Act in connection with Corporate Social Responsibility are not applicable to the Company since the Company falls below the threshold limits
BOARD EVALUATION
The board of directors has carried out an annual evaluation of its own performance Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (ldquoSEBIrdquo) under Clause 49 of the Listing Agreements (ldquoClause 49rdquo)
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure effectiveness of board processes information and functioning etc
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees effectiveness of committee meetings etc
The Board and the Nomination and Remuneration Committee (ldquoNRCrdquo) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in meetings etc In addition the Chairman was also evaluated on the key aspects of his role
In a separate meeting of independent Directors performance of non-independent directors performance of the board as a whole and elected Chairman of the each meeting was evaluated taking into account the views of executive directors and non-executive directors The same was discussed in the board meeting that followed the meeting of the independent Directors at which the performance of the Board its committees and individual directors was also discussed
CORPORATE GOVERNANCE
As a Listed Company necessary measures are taken to comply with Clause 49 and all other applicable provisions of Listing Agreements with the Stock Exchanges and other Company Law requirements A report on Corporate Governance along with a certificate from the Auditors is annexed hereto and forms part of this Report
NUMBER OF BOARD MEETINGS
During the Financial Year 2014-15 the Board of Directors of the company met six times details of the meetings has been given in the Corporate Governance Report which forms part of this report
AUDIT COMMITTEE
The Details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms part of this report
NOMINATION amp REMUNERATION COMMITTEE
The Details pertaining to composition of Nomination amp Remuneration Committee are included in the Corporate Governance Report which forms part of this report
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Details pertaining to composition of Stakeholders Relationship Committee are included in the Corporate Governance Report which forms part of this report
AUDITORSrsquo REPORT
The observations of the Auditorsrsquo Report have been dealt with in the Notes to Financial Statement and being self-explanatory do not call for any further clarifications
AUDITORS
Ms S S Kothari amp Co Chartered Accountants Auditors of the Company are retiring at the ensuing Annual General Meeting and are eligible for re-appointment
Uniworth Limited10
UNIWORTH
UNIWORTHLIMITED
COST AUDITOR
Your Company had appointed Ms Sanat Joshi amp Associates Cost Accountants as Cost Auditors with the approval of the Central Government for audit of cost records maintained by the Company for the financial year 2015-2016 SECRETARIAL AUDITOR In terms of Section 204 of the Companies Act 2013 the Board of Directors at their meeting held on 29th May 2015 have appointed Ms K K Sanganeria amp Associates Practicing Company Secretaries as Secretarial Auditor for conducting Secretarial Audit of the Company for the Financial Year 2015-16 Report of the Secretarial Auditor for the financial year ended 31032015 is given as an Annexure II which forms part of this reportBOARDS VIEW During the year under Review the Company continued to be under BIFR as a Sick Industrial Undertaking The matter is subjudice before the Court of Law As regards appointment of full time Company Secretary the company is on the lookout for suitable candidates and the compliance of the requirement shall be met shortly The Company has disputed the repayment of due The loss and damages caused to the borrower by the lender is much more than the amount lent Hence figures of the borrowed amount shown in the balance sheet after due adjustments with the said loss and damages may result in entitlement to recover substantial amount from the lender Under these facts and circumstances the figures of borrowed amount in this balance sheet cannot be considered as admission if any of the claim of lender(s)EXTRACT OF ANNUAL RETURN As provided under Section 92 (3) of the Companies Act 2013 the extract of Annual Return is given in Annexure III in the prescribed form MGT-9 which forms part of this reportPOLICY ON PREVENTION OF SEXUAL HARASSMENTThe company is committed to provide a safe and conducive work environment to its employee and has formulated ldquoPolicy for Prevention of Sexual Harassmentrdquo During the financial year ended 31st March 2015 the Company has not received any complaints pertaining to Sexual HarassmentINDUSTRIAL RELATIONS Industrial Relations continued to remain cordial throughout the year Your Directors wish to place on record their appreciation for dedicated and sincere services rendered by the executives staff and workmen at all levelsACKNOWLEDGEMENT Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government Financial Institutions Banks Shareholders and others during the year under review
On Behalf of the Board
Place Kolkata S N Shenwai T C Jain Date 29th May 2015 Executive Director Director
ANNEXURE - I TO THE DIRECTORS REPORT Particulars of Energy Conservation Technology Absorption and Foreign Exchange Earnings amp Outgo required under the Companies (Accounts) Rules 2014
A ENERGY CONSERVATION
As the cost per unit of Electricity Furnace Oil amp Coal is regularly increasing it is our consistent endeavor to bring saving in energy consumption Periodic energy audits are conducted to improve energy performance and in line of that we have taken following steps to ensure conservation of the energy
1) Changing of energy efficient LED Lights in place of Fluorescent Lights
2) Installation of Inverters in Ring Frame Machinery which ensures energy saving
3) Modification of compressor pipe line for energy conservation
Annual Report 2015 11
UNIWORTH
UNIWORTHLIMITED
B TECHNOLOGY ABSORPTION
TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION 1 Efforts in brief made towards technology
absorption adaptation and innovation The Company always keep close contact with
IWS CSIR and other Internationals Indian Research Institutes like Inter Wool Lab Silk Board etc Various technical experts give their view and suggestion for improving technology Technical Staff of the Company are sent abroad for training in new technology
2 Benefit derived as a result of the above efforts eg products improvement cost reduction product development import substitution etc
Benefits derived are -
Better capacity utilization in machine with improved quality
Improvement in productivity per spindle and reduction in cost
By optimizing relative temperature and relative humidity the company has saved considerable amount By using the latest technology based energy efficient fuses chokes tube light ballasts and power cables etc the Company has achieved a significant savings on electricity consumption
3 In case of imported technology (Imported during last 5 years reckoned from the beginning of the financial year) following information may be furnisheda) Technology imported Not Applicableb) Year of Import Not Applicablec) Status of Implementation Not Applicable
RESEARCH amp DEVELOPMENT (R amp D) 1 Specified areas in which R amp D
Carried out by the Company Continuous improvement in Quality Standards
to match the International Markets
Due to in house Research and Development Activities following products were developed and launched during the year
i) Wool Wool blended with Polyester yarn
ii) Siro and Siro lycra yarn in Wool and Polywool
iii) PolyesterViscose amp polyster Acrylic yarn
iv) Blending of Silk with Wool Nylon and Viscose
Continuous technological and market innovation to match the changed requirements of the markets
Incorporated dyeing automation for better receipe management amp consistency in shades
Uniworth Limited12
UNIWORTH
UNIWORTHLIMITED
Research amp Development lab and pilot plant in Dyeing Department started developing all kinds of shades
2 Benefit derived as a result of the above R amp D Implemented ISO-9001-2008 ndash new quality management system duly certified by BIS during the year
3 Future plan of action Strengthening the research on quality improvement
To achieve total quality management cost reduction
4 Expenditure on R amp Da) Capital NILb) Recurring Expenses incurred are charged to respective
heads and are not allocated separately
FOREIGN EXCHANGE EARNINGS AND OUTGO (` in Lacs)
2014-2015 2013-2014a) Foreign Exchange Earnings 125682 77602b) Foreign Exchange Outgo
i) CIF Value of ImportsRaw Material 1159 130998Capital Goods ndash ndashComponents amp Spare Parts 16916 20704
ii) Others 32234 9516
Annual Report 2015 13
UNIWORTH
UNIWORTHLIMITED
ANNEXURE - II
SECRETARIAL AUDIT REPORT
FORM NO MR-3
FOR THE FINANCIAL YEAR ENDED MARCH 31 2015[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No 9 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014]
ToThe MembersUniworth Limited
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Uniworth Limited (hereinafter called the Company) Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereon Based on my verification of Uniworth Limitedrsquos books papers minute books forms and returns filed and other records maintained by the Company and also the information provided by the Company its officers agents and authorized representatives during the conduct of secretarial audit I hereby report that in my opinion the Company has during the audit period covering the financial year ended March 31 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent in the manner and subject to the reporting made hereinafter
I have examined the books papers minute books forms and returns filed and other records maintained by the Company for the financial year ended on March 31 2015 according to the provisions of
(1) The Companies Act 2013 (the Act) and the rules made there under
(2) The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules made thereunder
(3) The Depositories Act 1996 and the Regulations and bye-laws framed thereunder
(4) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and External Commercial Borrowings
(5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (lsquoSEBI Actrsquo)-
a The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2013
b The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 1992
c The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(6) Employees Provident Fund and Miscellaneous Provisions Act 1952
(7) Employees State Insurance Act 1948
(8) Environment Protection Act 1986 and other environmental laws
(9) Factories Act 1948
(10) Hazardous Wastes (Management and Handling) Rules 1989 and Amendment Rule 2003
(11) Indian Contract Act 1872
(12) Income Tax Act 1961 and Indirect Tax Laws
(13) Indian Stamp Act 1999
Uniworth Limited14
UNIWORTH
UNIWORTHLIMITED
(14) Industrial Dispute Act 1947
(15) Maternity Benefits Act 1961
(16) Minimum Wages Act 1948
(17) Payment of Bonus Act 1965
(18) Payment of Gratuity Act 1972
(19) Payment of Wages Act 1936 and other applicable labour laws
I have also examined compliance with the applicable clauses of the following
(i) Secretarial Standards issued by The Institute of Company Secretaries of India
(ii) The Listing Agreements entered into by the Company with BSE Limited and the Calcutta Stock Exchange Limited
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above
I report that Company has no full time Company Secretary as required by the Companies Act 2013
I further report that during the year under Review the Company continued to be under BIFR as a Sick Industrial Undertaking The matter is subjudice before the Court of Law
I further report that Redemption of Debentures is under default
I further report that this report also refer the Statutory Auditors Report dated 29th May 2015 specially the basis for their qualified opinion as mentioned therein
I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non Executive Directors and Independent Directors
The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act
Adequate notice is given to all Directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting
Majority decision is carried through while the dissenting membersrsquo views are captured and recorded as part of the minutes
I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws rules regulations and guidelines
I further report that during the audit period there were no instances of
(i) Public Rights Preferential issue of shares debentures sweat equity
(ii) Redemption buy-back of securities
(iii) Major decisions taken by the Members in pursuance to Section 180 of the Companies Act 2013
(iv) Merger amalgamation reconstruction etc
(v) Foreign technical collaborations
This Report is to be read with our letter which is annexed as Annexure A and Forms an Integral part of this report
Kamal Kumar Sanganeria K K Sanganeria amp AssociatesPlace Kolkata FCS No 2643Date 27052015 CP No 3880
Annual Report 2015 15
UNIWORTH
UNIWORTHLIMITED
ANNEXURE - II SECRETARIAL AUDIT REPORT (Contd)
lsquoAnnexure Arsquo(To the Secretarial Audit Report of Ms Uniworth Limited for the financial year ended 31032015)
ToThe MembersUniworth LimitedGreen Acres 2 Nazar Ali LaneFlat- 4A Kolkata ndash 700 019
Our Secretarial Audit Report for the financial year ended 31032015 of even date is to be read along with this letter
1 Maintenance of secretarial record is the responsibility of the management of the Company Our responsibility is to express an opinion on these secretarial records based on our audit
2 We have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records The verification was done on test basis to ensure that correct facts are reflected in secretarial records We believe that the processes and practices we followed provide a reasonable basis for our opinion
3 We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company
4 Where ever required we have obtained the Management representation about the compliance of laws rules and regulation and happening of events etc
5 The compliance of the provisions of Corporate and other applicable laws rules regulations standards is the responsibility of management Our examination was limited to the verification of procedure on test basis
6 The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company
Kamal Kumar Sanganeria K K Sanganeria amp AssociatesPlace Kolkata FCS No 2643Date 27052015 CP No 3880
Uniworth Limited16
UNIWORTH
UNIWORTHLIMITED
ANNEXURE III
FORM NO MGT ndash 9EXTRACT OF ANNUAL RETURN
as on the financial year ended 31032015
[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014]
I REGISTRATION AND OTHER DETAILS
CIN L17299WB1988PLC044984
Registration Date 11th August 1988
Name of the Company Uniworth Limited
Category SubndashCategory of the Company Company having Share Capital
Address of the Registered office and contact details Green Acres 2 Nazar Ali Lane Flat ndash4 A Kolkata ndash 700 019
Whether listed company Yes
Name Address and Contact details of Registrar and Transfer Agent if any
C B Management Services (P) Ltd Pndash22 Bondel Road Kolkatandash 700 019 Tel No (033) 4011ndash6700671167186723
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the company shall be stated
Name and Description of main products services
NIC Code of the Productservice
to total turnover of the company
Worsted Yarn 13113 56
Silk Yarn 13112 44
III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
Sl No
Name and address of the Company
CINGLN Holding SubsidiaryAssociate
of share held
Applicable Section
None
Annual Report 2015 17
UNIWORTH
UNIWORTHLIMITED
IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Categoryndashwise Share Holding
Category of Shareholders
No of Shares heldat the beginning of the year
No of Shares held at the end of the year
Change during
the yearDemat Physical Total of Total
Shares
Demat Physical Total of Total
Shares
A Promoters(1) Indian(a) Individual HUF 3743343 595518 4338861 1277 3743343 595518 4338861 1277 ndash(b) Central Govt or State Govt
ndash ndash ndash ndash ndash ndash ndash ndash ndash
(c) Bodies Corporate 365854 1401825 1767679 520 365854 1401825 1767679 520 ndash(d) BankFI ndash ndash ndash ndash ndash ndash ndash ndash ndash(e) Any other ndash ndash ndash ndash ndash ndash ndash ndash ndashSUB TOTAL (A)(1) 4109197 1997343 6106540 1797 4109197 1997343 6106540 1797 ndash(2) Foreigna) Individuals (Non- Residents Individuals Foreign Individuals)
ndash ndash ndash ndash ndash ndash ndash ndash ndash
b) Bodies Corp ndash 6924975 6924975 2038 ndash 6924975 6924975 2038 ndashc) Institutions ndash ndash ndash ndash ndash ndash ndash ndash ndashd) Qualified Foreign Investor
ndash ndash ndash ndash ndash ndash ndash ndash ndash
e) Any Others (Specify) ndash ndash ndash ndash ndash ndash ndash ndash ndashSubndashtotal (A)(2) ndash 6924975 6924975 2038 ndash 6924975 6924975 2038 ndashTotal shareholding of Promoter (A) = (A)(1)+(A)(2)
4109197 8922318 13031515 3834 4109197 8922318 13031515 3834 ndash
B Public Shareholding1 Institutionsa) Mutual Funds 4393 18837 23230 007 4393 18837 23230 007 ndashb) Banks FI 5910 22122 28032 008 5910 22122 28032 008 ndashc) Central Govt State Govt(s)
- 750000 750000 221 - 750000 750000 221 ndash
d) Venture Capital Funds - - - - - - - - ndashe) Insurance Companies 52003 150 52153 015 52003 150 52153 015 ndashf) Foreign Institutional Investors
- 4300 4300 001 - 4300 4300 001 ndash
g) Foreign Venture Capital Funds
- - - - - - - - ndash
h) Others (specify) - - - - - - - - ndash
Subndashtotal (B)(1) 62306 795409 857715 252 62306 795409 857715 252 ndash
Uniworth Limited18
UNIWORTH
UNIWORTHLIMITED
Category of Shareholders
No of Shares heldat the beginning of the year
No of Shares held at the end of the year
Change during
the yearDemat Physical Total of Total
Shares
Demat Physical Total of Total
Shares
2 NonndashInstitutionsa) Bodies Corp 613433 183426 796859 234 636728 179326 816054 240 006
b) Individuals
i) Individual shareholders holding nominal share capital upto ` 1 lakh
5599497 12145144 17744641 5221 5492191 12106631 17598822 5178 (043)
ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh
1249696 198195 1447891 426 1375936 198195 1574131 463 037
c) Any Others (specify)
i) NRI-Rep 18337 73775 92112 027 16987 73775 90762 027 000
ii) NRI-Non Rep 8676 ndash 8676 003 10642 ndash 10642 003 000
d) Trust 193 ndash 193 000 193 ndash 193 000
e) Clearing Member 6641 ndash 6641 002 6409 ndash 6409 002 000
Subndashtotal (B)(2) 7496473 12600540 20097013 5913 7539086 12557927 20097013 5913 ndashTotal Public Shareholding (B)=(B)(1) + (B)(2)
7558779 13395949 20954728 6166 7601392 13353336 20954728 6166 ndash
C Shares held by Custodian for GDRs amp ADRs
ndash ndash ndash ndash ndash ndash ndash ndash ndash
Grand Total (A+B+C) 11667976 22318267 33986243 10000 11710589 22275654 33986243 10000 ndash
Annual Report 2015 19
UNIWORTH
UNIWORTHLIMITED
(ii) Shareholding of Promoters
Shareholderrsquos Name Shareholding at the beginning of the year
Share holding at the end of the year
change in share holding
during the year
No of Shares
of total Shares of the
Company
of Shares Pledged encum-bered
No of shares
of total Shares of the
Company
of Shares Pledgedencum-bered
RBProperties Private Limited 365854 108 ndash 365854 108 ndash ndash
Uniworth Securities Limited 1400 000 ndash 1400 000 ndash ndash
Uniworth Textiles Limited 1260250 371 ndash 1260250 371 ndash ndash
Uniworth Services Private Limited
140175 041 ndash 140175 041 ndash ndash
Aviante International Limited 6924975 2038 ndash 6924975 2038 ndash ndash
Aman Lohia 1151025 339 ndash 1151025 339 ndash ndash
Meena Lohia 1374250 404 ndash 1374250 404 ndash ndash
Megha Lohia 1218068 358 ndash 1218068 358 ndash ndash
Meena Lohia 595518 175 ndash 595518 175 ndash ndash
Total 13031515 3834 ndash 13031515 3834 ndash ndash
(iii) Change in Promoters Shareholding (Please specify if there is no change)
Shareholderrsquos Name Shareholding at the beginning of the
year
Date wise increase (decrease) in shareholding during the year
Cumulative Shareholding at the end of the year
No of Shares
of total Shares of the
Company
Date No of Shares
Nature No of shares
of total Shares of the
CompanyRBProperties Private Limited
365854 108 NIL NIL NIL 365854 108
Uniworth Securities Limited
1400 000 NIL NIL NIL 1400 000
Uniworth Textiles Limited 1260250 371 NIL NIL NIL 1260250 371Uniworth Services Private Limited
140175 041 NIL NIL NIL 140175 041
Aviante International Limited
6924975 2038 NIL NIL NIL 6924975 2038
Aman Lohia 1151025 339 NIL NIL NIL 1151025 339
Meena Lohia 1374250 404 NIL NIL NIL 1374250 404
Megha Lohia 1218068 358 NIL NIL NIL 1218068 358
Meena Lohia 595518 175 NIL NIL NIL 595518 175
Uniworth Limited20
UNIWORTH
UNIWORTHLIMITED
(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters and Holders of GDRs and ADRs)
Shareholderrsquos Name Shareholding at the beginning of the
year
Date wise increase (decrease) in shareholding during the year
Cumulative Shareholding at the end of the year
No of Shares
of total Shares of the
Company
Date No of Shares
Nature No of shares
of total Shares of the
CompanyMadhya Pradesh State Industrial Development Corporation Limited
750000 221 Nil Nil Nil 750000 221
Saurav Gupta201163 059 25042014 5408 TransferBuy 206571 061
18092014 2100 TransferBuy 208671 061Sanjeev Sureka 63952 019 Nil Nil Nil 63952 019
Asha Sanjay Tibdewal 57555 017
18042014 1375 TransferBuy 58930 017
10102014 1 TransferBuy 58931 017
24102014 (1023) TransferSell 57908 017
31102014 (10) TransferSell 57898 017
United India Insurance Company Limited
52003 015 Nil Nil Nil 52003 015
Lata Bhanshali 49210 014 Nil Nil Nil 49210 014
Sanjay Nandlal Tibdewal 49145 014 30092014 25043 TransferBuy 74188 022
24102014 (1500) TransferSell 72688 021
31102014 (500) TransferSell 72188 021
Alom Extrusions Limited 48100 014 Nil Nil Nil 48100 014
Niket Jhunjhunwala 45540 013 Nil Nil Nil 45540 013
Riyajuddin Khan 40032 012
25042014 (13) TransferSell 40019 012
02052014 (30017) TransferSell 10002 003
16052014 (9992) TransferSell 10 000
30052014 (10) TransferSell 0 000
Annual Report 2015 21
UNIWORTH
UNIWORTHLIMITED
(v) Shareholding of Directors and Key Managerial Personnel
Shareholderrsquos Name Shareholding at the beginning of the year
Date wise increase (decrease) in shareholding during the year
Cumulative Shareholding at the end of the year
No of Shares
of total Shares of the
Company
Date No of Shares
Nature No of shares
of total Shares of the
CompanySilpi Chakraborty 700 000 NIL NIL NIL 700 000
Sanjeev Saxena 600 000 NIL NIL NIL 600 000
V INDEBTEDNESS Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Loans excluding deposits
Unsecured Loans
Deposits Total Indebtedness
Indebtedness at the beginning of the financial yeari) Principal Amount 4936931 917455 1355 5855741ii) Interest due but not paid 6670403 -- -- 6670403iii) Interest accrued but not due -- -- -- --Total (i+ii+iii) 11607334 917455 1355 12526144Change in Indebtedness during the financial yearbull Addition 576543 -- -- 576543bull Reduction (2) -- (20) (22)Net Change 576541 -- (20) 576521Net Change Indebtedness at the end of the financial yeari) Principal Amount 4977356 917455 1335 5896146ii) Interest due but not paid 7206519 -- -- 7206519iii) Interest accrued but not due -- -- -- --Total (i+ii+iii) 12183875 917455 1335 13102665
Uniworth Limited22
UNIWORTH
UNIWORTHLIMITED
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A Remuneration to Managing Director Wholendashtime Directors andor Manager
Sl No Particulars of Remuneration Name of the Whole-time Directors
Total Amount (In Lacs)
S C Kalra S N Shenwai1 Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act 1961
098 809 907
(b) Value of perquisites us 17(2) Income Tax Act 1961 303 064 367
(c ) Profit in lieu of salary under Section 17(3) Income Tax Act 1961
- - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -
- As of profit - - -
- Others specify - - -
5 Others please specify - - -
Total (A) 401 873 1274
Ceiling as per the Act 4200
B Remuneration to other Directors
Sl No Particulars of Remuneration Name of the Directors Total Amount
(Rs)S C
MajumderK
JhunjhunwalaSilpi
ChakrabortyT C Jain Sanjeev
Saxena1 Independent Directors
bull Fee for attending board committee meetings
- 16000 14000 - - 30000
bull Commission - - - - - -
bull Others please specify - - - - - -
Total (1) - 16000 14000 - - 30000
2 Other Non-Executive Directorsbull Fee for attending board committee
meetings 4000 - - - - 4000
bull Commission - - - - - -
bull Others please specify - - - - - -
Total (2) 4000 - - - - 4000
Total (B)=(1+2) 4000 16000 14000 - - 34000
Total Managerial Remuneration 1308000
Overall Ceiling as per the Act All Non-ExecutiveIndependent Directors have been paid only sitting fees for attending Board meeting and
Committee meetingswhich is well within the limits prescribed under the Companies Act 2013
Annual Report 2015 23
UNIWORTH
UNIWORTHLIMITED
C Remuneration to Key Managerial Personnel other than MDManagerWT
Sl No
Particulars of Remuneration Name of the KMP Total Amount
(In Lacs)A K Ladia (CFO) Company Secretary
1 Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act 1961
330 ndash 330
(b) Value of perquisites us 17(2) Income Tax Act 1961
018 ndash 018
(c ) Profit in lieu of salary under Section 17(3) Income Tax Act 1961
ndash ndash ndash
2 Stock Option ndash ndash ndash
3 Sweat Equity ndash ndash ndash
4 Commission ndash ndash ndash
- As of profit ndash ndash ndash
- Others specify ndash ndash ndash
5 Others please specify ndash ndash ndash
Total 348 ndash 348
VII PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES
Type Section of the
Companies Act
Brief Description
Details of Penalty Punishment
Compounding fees imposed
Authority [RD NCLT
COURT]
Appeal made if any (give Details)
A COMPANYPenalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
B DIRECTORSPenalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
C OTHER OFFICERS IN DEFAULTPenalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
Uniworth Limited24
UNIWORTH
UNIWORTHLIMITED
INDUSTRY STRUCTURE amp DEVELOPMENT
Indian Textiles Industry is one of the leading textile industries in the world Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources The fast growing retail apparel industry in the organized sector with multiple and strong Brands in every sphere of fabric and clothing have further increased the importance and demand for textiles products and quality yarns in particular
OPPORTUNITIES AND THREATS
After global economic revival picks up the pace the demand for quality products is expected to bounce back in the coming years News of Chinarsquos internal demand of yarns surpassing its own production capacities is also quite encouraging and is an enormous growth potential by itself for producers in India and other countries as well However the rising cost of raw materials is a matter of concern together with the growing competition from other developing countries
SEGMENT WISE PERFORMANCE
The Companyrsquos business activities fall within a single primary segment of Textile Yarns viz WoolWorstedSilkSilk SpunNoil Yarns etc
FINANCIAL PERFORMANCE
Turnover of the Company during the year was Rs1391658 Lacs as against Rs1391288 Lacs in the previous year The Turnover remained almost at same level of previous year Profit before Interest Depreciation and Taxes was Rs114341 Lacs as against Rs126658 in the previous year
OPERATIONS MANAGEMENT DISCUSSION AND ANALYSIS
During the year under review total revenue remained almost at same level to Rs 13917 crores as against Rs 13913 crores in the previous year There was a cash profit to the tune of Rs 1434 crores as against Rs 1320 crores before interest and Depreciation in the previous year Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources
BUSINESS OUTLOOK
Demand for textile products have been on the fall for the higher end products like wool rich products due to global recession and have been the reason for not so encouraging top line Coupled with this sporadic fiscal instability in certain global markets was a cause of concern Although the demand for the same has started showing some improving trends and hence the company is optimistic and continuing its vigorous efforts in domestic as well as in foreign market
RISK amp CONCERNS
The primary risk for the Company is with the volatile Export markets and the uncertainty prevailing in the Global Economy Having to compete with low cost producers from countries like China and Korea is always a concern There are no significant current borrowings and thus the company seems isolated from financial risks and concerns especially in the face of increasing interest rates and cost of Capital
INTERNAL CONTROL SYSTEM
The Company has adequate system of internal controls to ensure that all assets are safeguarded and protected against loss and that all transactions are authorized recorded and reported correctly The systems are designed to support the reliability of the financial and other records for preparing financial statements and other data The Statutory Auditors also discuss their comments and findings with the management as well as with the audit committee
MANAGEMENT DISCUSSION amp ANALYSIS REPORT
Annual Report 2015 25
UNIWORTH
UNIWORTHLIMITED
The Company has also regularly placed before the Board Internal Audit Reports Financial Results with Provisional Balance Sheets Performance Review Report of various Units together with Executive Summary Current Workings and all Current matters of commercial importance and various other information as generally required under the various Stock Exchange Listing Agreements
HUMAN RESOURCES
The Company continues to recognize the importance of good human relations in the smooth working of the organization Up gradation of the skills of the employees is pursued by the Company through regular on-the-job training sessions
CAUTIONARY STATEMENT
The facts and views mentioned in this report on Management Discussion and Analysis describing the Companyrsquos views about the industry or otherwise and the forecasts made are entirely based on opinion formed by the Management of the Company and actual position or results may differ from those implied therein Important factors that could make a difference include economic developments within India and outside and also the economic performance of other countries with which the Company conducts business as well as availability of raw materials and prices and other incidental factors
For and on behalf of the Board of Directors
Place Kolkata S N Shenwai T C JainDate 29052015 Executive Director Director
Uniworth Limited26
UNIWORTH
UNIWORTHLIMITED
1 Companyrsquos Philosophy on Code of Corporate Governance
The Company believes that Corporate Governance is the combination of voluntary practices and compliance with the laws and regulations of the Companies leading to effective control and management of the Company Good Corporate Governance leads to long term shareholders value and enhances the interest of other stakeholders including the employees and all others connected with the Organization
The Company confirm the practice of good Corporate Governance codes by the company in true spirit and are pleased to present below the Report on Corporate Governance
2 Board of Directors
i As on March 31 2015 the Company has five directors Out of the five Directors four (ie 8000) are non-executive directors including two Independent Directors and one Nominee Director The composition of the board is in conformity with Clause 49 of the Listing Agreements entered into with the stock exchanges
ii None of the directors on the board hold directorships in more than ten public companies Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a director Necessary disclosures regarding committee positions in other public companies as on March 31 2015 have been made by the directors None of the directors are related to each other
iii Independent directors are Non-Executive Directors as defined under Clause 49(ll)(B)(1) of the Listing Agreements entered into with the Stock Exchanges The maximum tenure of the independent directors is in compliance with the Companies Act 2013 (ldquoActrdquo) All the Independent Directors have confirmed that they meet the criteria as mentioned under clause 49 of the Listing Agreement and Section 149 of the Act
iv The names and categories of the Directors on the Board their attendance at Board meetings held during the year and the number of directorships and committee chairmanships memberships held by them in other public companies as on March 31 2015 are given herein below Other directorships do not include directorships of private limited companies Section 8 companies and of companies incorporated outside India Chairmanships memberships of board committees shall include only audit committee and stakeholdersrsquo relationship committee
Name of Directors Category Number of Board Meetings during the year 2014-15
Whether attended last AGM held on
Sept 26 2014
Number of directorships
in other Public Companies
Number of Committee
positions held in other public
companies
Held Attended Chairman Member Chairman Member
Mr K Jhunjhunwala Independent Non-Executive
6 5 Yes ndash 9 ndash 3
Mr A G Bhatnagar Non Independent
Non-Executive
1 ndash No ndash ndash ndash ndash
Mr S C Kalra Non Independent
ExecutiveDirector
1 1 No ndash ndash ndash ndash
REPORT ON CORPORATE GOVERNANCE(Pursuant to Clause 49 of the Listing Agreement)
Annual Report 2015 27
UNIWORTH
UNIWORTHLIMITED
Name of Directors Category Number of Board Meetings during the year 2014-15
Whether attended last AGM held on
Sept 26 2014
Number of directorships
in other Public Companies
Number of Committee
positions held in other public
companies
Held Attended Chairman Member Chairman Member
Mr S N Shenwai Non Independent
Executive Director
6 2 No ndash ndash ndash ndash
Mr S C Majumder Non Independent
Non-Executive
2 1 Yes (By Invitation)
ndash ndash ndash ndash
Mrs Silpi Chakraborty
Independent Non-Executive
4 4 Yes ndash ndash ndash ndash
Mr Tara Chand Jain
Non Independent
Non-Executive
1 ndash NA ndash ndash ndash ndash
Mr Sanjeev Saxena Non-Executive amp Nominee of MPSIDC Ltd
6 ndash No ndash ndash ndash ndash
Mr A G Bhatnagar has resigned as Director of the Company wef 29th May 2014 and Mr S C Kalra has resigned as Executive Director of the Company wef 29th May 2014 Appointed as an Additional Director and subsequently designated as Executive Director wef 29th May 2014 Resigned as Director of the Company wef 14th July 2014 Appointed as an Additional Director wef 14th July 2014 Appointed as an Additional Director wef 31st March 2015
v Six board meetings were held during the year and the gap between two meetings did not exceed one hundred twenty days The dates on which the said meetings were held
29052014 14072014 12082014 12112014 11022015 and 31032015 The necessary quorum was present for all the meetings
vi During the year a separate meeting of the independent directors was held inter-alia to review the performance of non-independent directors and the board as a whole
vii The Board periodically reviews compliance reports of all laws applicable to the Company prepared by the Company
viii The Company regularly placed before the Board Internal Audit Reports Financial Results with Provisional Balance Sheets Performance Review Report of various Units together with Executive Summary Current Workings and all Current matters of commercial importance and various other information as under Clause 49 of the Listing Agreement from time to time
ix The Companies Act 2013 requires that a Woman Director should be a member of the Board of director Hence Mrs Silpi Chakraborty was appointed on 14th July 2014 as member of the Board as Woman Independent Director her appointment was duly confirmed by means of E-voting in last AGM of the company held on 26092014
22 Code of Conduct The Board of Directors plays an important role in ensuring good governance The Code of Conduct formulated
Uniworth Limited28
UNIWORTH
UNIWORTHLIMITED
by the Company during the year which the DirectorsSenior Executive have been advised to follow envisages inter alia the following-
To observe the highest standards of ethical conduct and integrity and to work to the best of their ability and judgement
To maintain and help the Company in maintaining highest degree of Corporate Governance practices
To act in utmost good faith and exercise due care diligence and integrity in performing their official duties
Not to seek accept or receive directly or indirectly any gift payments or favour in whatsoever form from Companyrsquos Business Associates which can be perceived as being given to gain favour or dealing with the Company and to ensure that the Companyrsquos interests are never compromised
To maintain confidentiality of information entrusted by the Company or acquired during performance of their duties and not to use it for personal gain or advantage
Not to commit any offences involving moral turpitude or any act contrary to law or opposed to the public policy
3 Audit Committee i) The audit committee of the Company is constituted in line with the provisions of Clause 49 of the Listing
Agreements entered into with the stock exchanges read with Section 177 of the Act
ii) The terms of reference of the Audit Committee are broadly as under -
a) Oversight of the Companyrsquos financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct sufficient and credible
b) Recommend the appointment remuneration and terms of appointment of auditors of the Company
c) Approval of payment to statutory auditors for any other services rendered by the statutory auditors
d) Reviewing with the management the annual financial statements and auditorsrsquo report thereon before submission to the board for approval with particular reference to
bull Matters required to be included in the directorrsquos responsibility statement to be included in the boardrsquos report in terms of clause (c) of sub-section 3 of section 134 of the Act
bull Changes if any in accounting policies and practices and reasons for the same
bull Major accounting entries involving estimates based on the exercise of judgment by management
bull Significant adjustments made in the financial statements arising out of audit findings
bull Compliance with listing and other legal requirements relating to financial statements
bull Disclosure of any related party transactions
bull Qualifications in the draft audit report
e) Reviewing with the management the quarterly financial statements before submission to the board for approval
f) Reviewing with the management the statement of uses application of funds raised through an issue (public issue rights issue preferential issue etc) the statement of funds utilised for purposes other than those stated in the offer document prospectus notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue and making appropriate recommendations to the board to take up steps in this matter
g) Review and monitor the auditorsrsquo independence and performance and effectiveness of audit process
h) Approval or any subsequent modification of transactions of the Company with related parties
i) Scrutiny of inter-corporate loans and investments
Annual Report 2015 29
UNIWORTH
UNIWORTHLIMITED
j) Valuation of undertakings or assets of the Company wherever it is necessary
k) Evaluation of internal financial controls and risk management systems
l) Reviewing with the management performance of statutory and internal auditors adequacy of the internal control systems
m) Reviewing the adequacy of internal audit function if any including the structure of the internal audit department staffing and seniority of the official heading the department reporting structure coverage and frequency of internal audit
n) Discussion with internal auditors of any significant findings and follow up there on
o) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board
p) Discussion with statutory auditors before the audit commences about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern
q) To look into the reasons for substantial defaults in the payment to the depositors debenture holders shareholders (in case of non-payment of declared dividends) and creditors
r) Establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed
s) To review the functioning of whistle blower mechanism
t) Approval of appointment of CFO
u) The Committee reviews the efficacy of the internal control mechanism and monitors the risk management policies adopted by the Company The Committee also reviews the report furnished by the internal and Statutory Auditors and ensures that suitable follow up actions are taken Besides the Committee also examines accounting taxation and disclosure aspects of all significant transactions
v) Carrying out any other function as is mentioned in the terms of reference of the audit committee
w) To mandatorily review the following information
bull Management discussion and analysis of financial condition and results of operations
bull Statement of significant related party transactions (as defined by the audit committee)submitted by management
bull Management letters letters of internal control weaknesses issued by the statutory auditors
bull Internal audit reports relating to internal control weaknesses and
bull The appointment removal and terms of remuneration of the chief internal auditor
iii) The audit committee invites executives as it considers appropriate (particularly the head of the finance function) representatives of the statutory auditors and representatives of the internal auditors to be present at its meetings The Company Secretary acts as the secretary to the audit committee
iv) The previous annual general meeting (AGM) of the Company was held on September 26 2014 and was attended by the Chairman of the audit committee
v) The Composition of the Committee and the attendance of each member of the Committee during the year 2014-15 are given below
Name Category Profession Number of Meetings during the Financial year 2014-15
Held Attended
Mr A G Bhatnagar Non Independent Non-Executive
Professional 1 -
Uniworth Limited30
UNIWORTH
UNIWORTHLIMITED
Name Category Profession Number of Meetings during the Financial year 2014-15
Held Attended
Mr S C Kalra Non Independent Executive Director
Service 1 1
Mr S C Majumder Non Independent Non-Executive
Service 1 1
Mr K Jhunjhunwala Independent Non-Executive
Chartered Accountant
4 3
Mr S N Shenwai Non Independent Executive Director
Service 3 -
Mrs Silpi Chakraborty Independent Non-Executive
Professional 3 3
Resigned as members of the Committee wef 29th May 2014 Resigned as members of the Committee wef 14th July 2014 Appointed as member of the Committee wef 29th May 2014 Appointed as member of the Committee wef 14th July 2014 Members present at the meeting elect one of themselves as Chairman of the Meeting
vi) During the year 2014-15 4 (Four) meetings of the Audit Committee were held and the gap between two meetings did not exceed four months The dates of the meetings are following 29052014 12082014 12112014 and 11022015
4 Nomination and Remuneration Committee i) The Nomination and Remuneration Committee was re-organised during the year as per the provisions
of the act and Clause 49 of the Listing Agreement
ii) The Nomination and Remuneration Committee was formed with a view to reviewing and making recommendations on annual salaries performance commissions perquisite and other employment conditions of ExecutiveWhole-time Directors and other Executives and Officials The Committee also takes into consideration remuneration practices followed by leading companies as well as information provided by reputed consultants while determining the overall remuneration package
iii) The composition and attendance of the members at the Meetings of Remuneration Committee during the year 2014-15 were as under
Name Category Number of Meetings during the Financial year 2014-15
Held Attended
Mr K Jhunjhunwala Independent Non-Executive 4 3
Mr A G Bhatnagar Non Independent Non-Executive 1 ndash
Mr S C Majumder Non Independent Non-Executive 1 1
Mrs Silpi Chakraborty Independent Non-Executive 3 3
Mr T C Jain Non Independent Non-Executive ndash ndash
Resigned as member of the committee wef 29th May 2014 Resigned as member of the committee wef 14th July 2014 Appointed as member of the committee wef 14th July 2014 Appointed as member of the committee wef 31st March 2015 Members present at the meeting elect one of themselves as Chairman of the Meeting
During the year 2014-15 4 (four) Meetings of the Nomination and Remuneration Committee were held on the following dates 29052014 12082014 12112014 and 11022015
Annual Report 2015 31
UNIWORTH
UNIWORTHLIMITED
iv) Remuneration of Directors Details of remuneration paid payable to Directors for the year ended 31st March 2015 are as follows (Amount in Rs)
Name of Directors Board Meeting
Audit Committee
Meeting
Commission Total
Mr K Jhunjhunwala 10000 6000 ndash 16000
Mr S C Majumder 2000 2000 ndash 4000
Mrs Silpi Chakraborty 8000 6000 ndash 14000
Mr T C Jain ndash ndash ndash ndash
Mr Sanjeev Saxena ndash ndash ndash ndash
Resigned as member of the committee wef 14th July 2014 Appointed as member of the committee wef 14th July 2014 Appointed as member of the committee wef 31st March 2015
vi) Details of Remuneration paidpayable to Executive Directors Remuneration for the year ended 31st March 2015 is as follows
(Amount in lacs)
Name of Director Salary Allowance Perquisites Total
Mr S C Kalra 079 019 303 401
Mr SN Shenwai 600 209 064 873 Mr S C Kalra resigned as Executive Director of the Company wef 29th May 2014
Mr S N Shenwai appointed as Executive Director of the Company wef 29th May 20145 Stakeholders Relationship Committee i) As per the applicable provisions of Section 178 of the companies Act 2013 and Clause 49 of the
Listing Agreement the nomenclature Share Transfer cum Investor Grievance Committee was renamed as Stakeholders Relationship Committee
ii) The Stakeholders Relationship Committee look into the redressal of complaints of investors such as transfer or credit of shares non-receipt of dividend notices annual reports etc
iii) During the year two meetings of the Stakeholder Relationship committee was held on 16062014 and 16122014
iv) The composition and attendance of the members in the following Committee Meetings during the year 2014-15 were as under
Name Number of meetings during the financial year 2014-15
Held Attended
Mr K Jhunjhunwala 2 2
Mr A G Bhatnagar ndash ndash
Mr S C Kalra ndash ndash
Mr S N Shenwai ndash ndash
Mr S C Majumder 1 1
Mrs Silpi Chakraborty 1 1
Mr Tara Chand Jain ndash ndash
Resigned as members of the committee wef 29th May 2014
Uniworth Limited32
UNIWORTH
UNIWORTHLIMITED
Appointed as member of the committee wef 29th May 2014 Resigned as member of the committee wef 14th July 2014 Appointed as member of the committee wef 14th July 2014 Appointed as member of the committee wef 31st March 2015 Members present at the meeting elect one of themselves as Chairman of the Meeting
v) During the year 2014-15 16 (Sixteen) Meetings regarding Share Transfer were held on the following dates 16062014 15072014 29082014 05092014 18092014 30092014 16102014 31102014 14112014 28112014 16122014 12012015 30012015 17022015 27022015 and 16032015
vi) Share Transfers
bull All Shares have been transferred and returned within the prescribed period so long as the documents have been in order in all respects
bull Total number of Equity Shares transferred during the relevant period was 11730
vii) Compliance Officer
Mr S N Shenwai Executive Director is the Compliance Officer of the Company and his contact details are given below
Mr S N Shenwai Executive Director Uniworth Limited ldquoGREEN ACRESrdquo 2 Nazar Ali Lane Flat- 4A Kolkata ndash 700 019 Phone (033) 40061301
viii) Status of Investor Complaints
Complaints received from Shareholders have been mostly cleared within the financial year The complaints are generally replied to within 10-15 days from their lodging with the Company
No of Complaints received from the Investors (including brought forward) 18
No of Complaints resolved 17
Complaints pending as on 31st March 2015 1
No of Share Transfers pending for approval as on 31st March 2015 NIL
6 General Body Meetings i) Annual General Meeting
The location and time of the Annual General Meetings held during the last 3 years is as follows
Annual General Meeting (AGM) Date Time Venue No of Special
Resolutions passed
24th Annual General Meeting 28092012 1030 AM Science CitySeminar HallJBS Haldane AvenueKolkata ndash 700 046
ndash
25th Annual General Meeting 26092013 1030 AM Science CitySeminar HallJBS Haldane AvenueKolkata ndash 700 046
ndash
Annual Report 2015 33
UNIWORTH
UNIWORTHLIMITED
26th Annual General Meeting 26092014 1030 AM Science CitySeminar HallJBS Haldane AvenueKolkata ndash 700 046
ndash
ii) The Special Resolutions if any are usually passed on show of hands and mostly unanimously
iii) No Postal Ballot were used in last year The Company does not have any proposal for Postal Ballot at present
7 Disclosures a) Related Party transactions have been disclosed under Note No 27 to the accounts for year under
review and it is not conflict with the interest of the Company
b) The Company has complied with all the mandatory requirements of clause 49 of the listing agreements with the Stock Exchanges as well as regulations and guidelines of SEBI wherever applicable
c) No transaction of material nature has been entered into by the Company with the Directors or Promoters or Management and their relatives their subsidiaries etc that may have a potential conflict with the interest of the Company at large The Register of Contracts in which Directors are interested was placed before the Board regularly
d) The Company has in place an Employee Concern (Whistle Blower) No personnel has been denied access to the Audit Committee to lodge their Grievances
e) No penalties or strictures have been imposed on the Company by the Stock Exchange or SEBI or any statutory authority on any matter related to capital markets during the last three years as all requirements were complied with
f) All mandatory requirements have been appropriately complied
g) Resume and other information of the Directors proposed to be appointedre-appointed (including those retiring by rotation) at the ensuing annual General Meeting are given in the Notice relating thereto to the shareholders
h) No presentation were made to Institutional Investors and Analysts during the year
i) The Company does not have any subsidiary
j) Your Company has followed all relevant Accounting Standards while preparing the Financial Statements
k) Particulars of Equity Shares of the Company held by Non-Executive Directors (both own or held byfor other person on a beneficial basis) are as follows
Name of Directors Number of Equity Shares heldMrs Silpi Chakraborty 700
Mr Sanjeev Saxena 600
l) Risk Management
A comprehensive risk management policy for the purpose of management policy in the Company for periodical review by the Board of Directors has formulated In addition Risk Management issues are generally discussed in the Audit Committee
m) CEOCFO Certification The ExecutiveWhole-time Director and Chief Financial Officer who are also heading the finance
function have confirmed to the Board that
(a) They have reviewed financial statements and the cash flow statement for the year and that to the best of their knowledge and belief
(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
Uniworth Limited34
UNIWORTH
UNIWORTHLIMITED
(ii) these statements together present a true and fair view of the companyrsquos affairs and are in compliance with existing accounting standards applicable laws and regulations
(b) There are to the best of their knowledge and belief no transactions entered into by the company during the year which are fraudulent illegal or violative of the companyrsquos code of conduct
(c) They accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of the internal control systems of the company pertaining to financial reporting and they have disclosed to the auditors and the Audit Committee deficiencies in the design or operation of internal controls if any of which they are aware and the steps they have taken or propose to take to rectify these deficiencies
(d) They have indicated to the Auditors and the Audit Committee
(i) that there have been no significant changes in internal control over financial reporting during the year
(ii) that there have been no significant changes in accounting policies during the year and
(iii) that there are no instances of significant fraud of which they have become aware and the involvement therein if any of the management or an employee having a significant role in the companyrsquos internal control system over financial reporting
n) Brief Profile and other informationrsquos of the Directors proposed to be appointed re-appointed (including those retiring by rotation) at the ensuing Annual General Meeting are given in the Notice relating thereto the shareholders
8 Means of Communication a) The Annual Half yearly and Quarterly Results are Electronically transmitted to the Stock Exchanges in
accordance with the Listing Agreement and are uploaded on the Companyrsquos Website wwwuniworthcom also the same are being published in an English Newspaper namely the Echo of India Kolkata and Arthik Lipi alongwith Dainik Lipi Bengali leading Newspapers
b) Management Discussion amp Analysis Report is forming a part of the Annual Report
9 General Shareholder Information a) Annual General Meeting - Date and Time 29th September 2015 at 1030 AM
- Venue Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046
b) Financial Calendar (Tentative and subject to change)
Financial reporting for
- the Quarter ending 30th June 2015 2nd week of August 2015 - the Quarter and Half Year ending 30th September 2015 2nd week of November 2015 - the Quarter ending 31st December 2014 2nd week of February 2016 - Year ending 31st March 2016 4th week of May 2016
c) Date of Book Closure 23rd September 2015 to 29th September 2015
d) Dividend Payment Date NA
e) Registered Office ldquoGREEN ACRESrdquo 2 Nazar Ali Lane Flatndash 4A Kolkata ndash 700 019
f) Listing on Stock Exchanges The Equity Shares of the Company are listed on the following Stock Exchanges
Annual Report 2015 35
UNIWORTH
UNIWORTHLIMITED
Code No The Calcutta Stock Exchange Ltd (CSE) 10033010
BSE Limited (BSE) 514144
Listing fees for the Financial Year 2015-2016 have been paid
g) Corporate Identity No (CIN) of the Company L17299WB1988PLC044984
h) Stock Market Data
1 The Calcutta Stock Exchange Ltd There has been no trading during the year 2 BSE Limited
Month amp Year High (`) Low (`) Monthly Volume(No of Equity Shares)
April 2014 096 058 64744May 2014 096 083 52417June 2014 101 080 32394July 2014 111 084 47313August 2014 165 084 39696September 2014 218 138 154526October 2014 330 215 125576November 2014 309 212 64128December 2014 246 162 33765January 2015 187 146 26982February 2015 153 111 36842March 2015 118 082 16397
i) Registrar and Transfer Agents Ms C B MANAGEMENT SERVICES (P) LIMITED P-22 Bondel Road Kolkata ndash 700 019 Phone No (033) 4011 6700671167186723 Fax No (033) 40116739 E-mail rtacbmslcom
(j) (1) Distribution of Shareholding as on 31st March 2015
Slab of Equity Shares held
No of Shareholders No of Equity Shares
1- 500 79783 9388 11250631 3310501 ndash 1000 3045 358 2260412 6651001 ndash 2000 1273 150 1801305 5302001 ndash 3000 386 045 959785 2823001 ndash 4000 169 020 597378 176
Uniworth Limited36
UNIWORTH
UNIWORTHLIMITED
4001 ndash 5000 104 012 481868 1425001-10000 137 016 922783 27210001-Above 89 011 15712081 4623Total 84986 10000 33986243 10000
(2) Categories of Shareholders as on 31st March 2015
Categories Number of Equity Shares Amount in (Rs)
Promoters Directors Relatives and Associated Companies
13032815 130328150 3835
Financial Institutions Govt Companies 802153 8021530 236Mutual Funds UTI 23230 232300 007Banks 28032 280320 008Foreign Institutional Investors 4300 43000 001Non ndash Resident Indians 101404 1014040 030Other Bodies Corporate 816054 8160540 240Public 19178255 191782550 5643Total 33986243 339862430 10000
k) Dematerialization of Shares and Liquidity 11710589 Equity Shares (3446 of Total Shares) are in the Dematerialised Form as on 31st March
2015
At present the Companyrsquos Shares are compulsorily traded in Dematerialised Form as per notification issued by the Securities and Exchange Board of India (SEBI) The ISIN allotted for the Equity Shares of the Company is INE207A01013
l) Share Transfer System To expedite the Share Transfer process in the Physical segment authority has been delegated to the
ldquoStakeholder Relationship Committeerdquo Share transfertransmissions approved by the Committee are placed at the Board Meeting from time to time
m) Outstanding GDRsADRsWarrants Not Applicable
n) Plant Location 1) Urla Growth Centre Raipur Chattisgarh
2) Amriti Malda West Bengal
o) Investor Correspondence S N Shenwai Uniworth Limited
ldquoGREEN ACRESrdquo 2 Nazar Ali Lane Flat- 4A Kolkata ndash 700 019 Phone (033) 40061301 Website wwwuniworthcom
Annual Report 2015 37
UNIWORTH
UNIWORTHLIMITED
DISCLOSURE OF CODE OF CONDUCTAnnual Certificate under Clause 49 (II) (E) of Listing Agreement with Stock Exchanges
DECLARATIONAs required under Clause 49 (II) (E) of the Listing Agreement with the Stock Exchanges I hereby declare that all the Board Members and Senior Management Personnel ie employees in the grades of General Manager and above of the Company have complied with the Code of Conduct of the Company for Financial Year ended 31st March 2015
Place Kolkata S N ShenwaiDate 29052015 Executive Director
AUDITORSrsquo CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT TO THE MEMBERS OF UNIWORTH LIMITED
TO THE MEMBERS OF UNIWORTH LIMITED
We have examined the compliance of conditions of Corporate Governance by Uniworth Limited (ldquothe Companyrdquo) for the year ended 31st March 2015 as stipulated in clause 49 of the Listing Agreements of the Company entered into with Stock Exchanges
The compliance of conditions of Corporate Governance is the responsibility of the management Our examination was limited to a review of the procedures and implementation thereof adopted by the company for ensuring the compliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company
In our opinion and to the best of our information and according to the explanation given to us and the representations made by the Directors and the management we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above- mentioned Listing Agreement
We state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency of the effectiveness with which the management has conducted the affairs of the Company
For S S KOTHARI amp COChartered Accountants
Firm Registration No 302034EA DATTA
Place Kolkata PartnerDate 29th May 2015 Membership No 005634
Uniworth Limited38
UNIWORTH
UNIWORTHLIMITED
INDEPENDENT AUDITORSrsquo REPORT To the Members ofUNIWORTH LIMITEDReport on the Financial Statements
We have audited the accompanying Financial Statements of UNIWORTH LIMITED (ldquothe Companyrdquo) which comprise the Balance Sheet as at 31st March 2015 the Statement of Profit and Loss the Cash Flow Statement and a summary of the Significant Accounting Policies and other explanatory information for the year then ended
Managementrsquos Responsibility for the Financial Statements
The Companyrsquos Board of Directors is responsible for the matters stated in Section 134(5) of the Companies act 2013 (ldquothe Actrdquo) with respect to the preparation of these Financial Statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes 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 frauds and other irregularities selection and application of appropriate accounting policies making judgements and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditorrsquos Responsibility
Our responsibility is to express an opinion on these Financial Statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements The procedures selected depend on the auditorrsquos judgement including assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companyrsquos preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyrsquos Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the Financial Statements
Basis for Qualified Opinion
1 Footnote (i) to Note No 23 regarding interest provision on borrowings from some of the institutions and banks which has been made in the financial statements under simple interest method at the prevailing estimated rates applicable on such loans in absence of relevant documentsconfirmations as a result of which impact of compound interestpenal charges wherever applicable having not been ascertained as well as the note therein regarding the matter of dispute between the Company and the BankersCreditors in connection with charging of interest payment and payment of principal
2 Footnote No (ii) to Note No 23 regarding non-provision of Interest on certain loans and the impact of the non-provision is not presently ascertainable
Annual Report 2015 39
UNIWORTH
UNIWORTHLIMITED
3 Footnote No 4 (i) (ii) and (iii) of Note No 15 regarding overdue Export Bills amounting to ` 3178731 lacs outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
4 Footnote 1 of 17 regarding Claims Receivable amounting to ` 68936 lacs due from various banks outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
5 Footnote 3 of Note No 17 regarding advance of ` 314473 lacs due from certain parties which in our opinion are considered doubtful of recovery against which adequate provision has not been made
6 Footnote 3 of Note No 16 relating to non-accounting of withdrawals other transactions from certain Bank accounts during the year due to reasons stated on the said Note 16 (3)
7 Note No 30 regarding non-compliance of Accounting Standard (AS) 6 Depreciation Accounting due to non-adoption of Schedule ndash II of the Companies Act 2013 and also non-compliance of mandatory Accounting Policy for Depreciation required to be followed by the Company due to reasons stated in the said Note
8 In absence of any workings for impairment of assets as per Accounting Standard (AS) 28 Impairment of Assets the impact of such impairment is not ascertainable
9 Non-provision non-compliance of Items indicated in (1) to (8) above constitute a departure from the Accounting Standards referred to in Section 133 of the Act Without considering Item Nos (1) (2) (6) (7) and (8) above whose impact on the Companyrsquos Statement of Profit and Loss is presently non-ascertainable had the provisions indicated in Item Nos (3) to (5) been made
(i) the Loss for the year would have increased by ` 3562140 lacs
(ii) Trade Receivables would have decreased by ` 3178731 lacs
(iii) Short Term Loans and Advances would decreased by ` 383409 lacs
(iv) The Shareholdersrsquo Fund would have been lower by ` 3562140 lacs
Qualified Opinion
In our opinion and to the best of our information and according to the explanations given to us except for the like effects of the matters described in the Basis for Qualified Opinion paragraph above the aforesaid Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2015 and its loss and its cash flows for the year ended on that date
Emphasis of Matters
We draw your attention to the following matters in the Notes to the Financial Statements
1 Following Notes to the Financial Statements describe the uncertainty related to the outcome of the lawsuits other legal matters and matters under settlements indicated therein
(a) Footnote (2) to Note No 4 regarding legal issues following securitization of Secured Loans as stated in the said Note
(b) Footnote (2) of Note No 15 regarding pending adjustments of Sundry Debtors against supplies and other liabilities etc due to the buyers In absence of final settlement with the parties and non-receipt of necessary approval from concerned regulatory authority extent of the amount of adjustments so required could not be ascertained
(c) Footnote to Note No 6 regarding estimated amount of ` 872228 lacs provided during the year 2002-03 as sales claims and commissions relating to earlier years from overseas customers of the Company which is pending for final settlement Necessary adjustments for such claims and commissions will be made after final settlement and obtaining necessary approval from the concerned regulatory authority
Uniworth Limited40
UNIWORTH
UNIWORTHLIMITED
(d) Footnote 1 of Note No 15 and Footnote 2 of Note No 17 regarding Debtors and Advances amounting to ` 145362 lacs and ` 138719 lacs respectively relating to Companies which have become Sick and referred to BIFR under the Sick Industrial Companies (Special Provisions) Act 1985 As the rehabilitation scheme of these companies are pending finalisation the amount of provision if any which may be required remain unascertainable
(e) Note No 32 regarding legal recourse taken by certain banks and financial institutions for recovery of their dues and the matter is sub-judice as stated in the said Note
(f) Note No 33 regarding non-compliance of certain technical formalities due to which transfer of certain borrowing facilities to a body corporate could not be made
(g) Note No 34 regarding applications made by the Company with the Reserve Bank of India from time to time for extension setting off of certain overdue bills
(h) Note No 35 regarding Debit Note sent by a body corporate in an earlier year for unilateral transfer back of all assets not taken into cognizance by the Company in preparing these Financial Statements as stated in the said Note
(i) Note No 38 regarding claims filed by a body corporate for ` 21625 lacs for non-fulfilment of clauses of the agreement relating to transfer of Nagpur Unit to them outcome of which would eventually arise on finalisation of suit
(j) Matters disclosed in Note No 19 relating to Entry Tax CentralCommercial Sales Tax Demands Customs Demands Professional TaxLabour CasesWater Cess Electricity Duty etc disclosed under Contingent Liabilities which are contested by the Company and pending before various forums authorities for final decisions
2 Note No 4 (Footnote 4) Note No 7 (Footnote) and Note No 16 (Footnote 1) to the financial statements regarding non-receipt of confirmations in respect of borrowings from banksFinancial Institutions and also debit balances in certain current accounts with banks due to restructuring being in progress book balances thereof have been relied upon
3 Note No 27 (d) regarding balance with a related party under reconciliation
4 Footnote 2 amp 3 of Note No 4 to the financial statements regarding preparation of these financial statements on Going Concern basis for the reasons stated therein as also the fact that the Company has accumulated losses and its net worth has been fully eroded Further the Company has incurred net loss during the current and previous years and the Companyrsquos current liabilities exceeded its current assets as at the Balance Sheet date These conditions along with other matters set forth in Notes to Financial Statements indicate the existence of a material uncertainty that may cast significant doubt about the Companyrsquos ability to continue as a going concern
Our opinion is not modified in respect of these matters
Report on Other Legal and Regulatory Requirements
i) As required by the Companies (Auditorrsquos Report) Order 2015 issued by the Central Government in terms of Sub-section (11) of Section 143 of the Act we enclose in the Annexure a statement on the matters specified in the said Order to the extent applicable to the Company
ii) As required by Section 143(3) of the Act we report that
a) We have sought and except for the matters described in the Basis for Qualified Opinion paragraph obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit
b) Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph above in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books
Annual Report 2015 41
UNIWORTH
UNIWORTHLIMITED
c) The Balance Sheet Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph in our opinion the Balance Sheet Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014
e) The matters described in the Basis for Qualified Opinion paragraph above in our opinion may have an adverse effect on the functioning of the Company
f) The matters described in sub-paragraph (1) under the Emphasis of Matters paragraph above in our opinion may have an adverse effect on the functioning of the Company
g) On the basis of written representations received from the Directors as on 31st March 2015 taken on record by the Board of Directors none of the Director is disqualified as on 31st March 2015 from being appointed as a director in terms of Section 164(2) of the Act
h) With respect to the other matters to be included in the Auditorrsquos Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion and to the best of our information and according to the explanations given to us
i The Company has disclosed the impact of pending litigations on its financial position wherever ascertainable
ii The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable loss
iii The Company has not transferred any amount to Investor Education and Protection Fund (Refer to Footnote No 1 to Note No4)
For S S KOTHARI amp COChartered Accountants
Firm Registration No 302034E
A DATTAPlace Kolkata PartnerDate 29th May 2015 Membership No 005634
Uniworth Limited42
UNIWORTH
UNIWORTHLIMITED
ANNEXURE TO THE AUDITORSrsquo REPORTThe Annexure referred to in our report to the members of UNIWORTH LIMITED the year ended 31ST March 2015
(i) (a) Whether the company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets
(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets However the updation of such records particularly with reference to estimated useful life of each asset is in process
(b) Whether these fixed assets have been physically verified by the management at reasonable intervals whether any material discrepancies were noticed on such verification and if so whether the same have been properly dealt with in the books of account
(b) The physical verification of fixed assets as stated by the management has been conducted by the Management during the year wherever practicable and the reconciliation of the quantities with the book records in progress The discrepancies if any would be adjusted on completion of reconciliation updation of records as stated above
(ii) (a) Whether physical verification of inventory has been conducted at reasonable intervals by the management
(ii) (a) Inventories of Raw Materials Finished Goods Work in Progress and Stores amp Spares have been physically verified at reasonable intervals by the Company except Finished Goods of Rs 1840 Lacs lying with third parties and Rs 11551 Lacs under seizure of the Excise Department
(b) Are the procedures of physical verification of inventory followed by the management reasonable and adequate in relation to the size of the company and the nature of its business If not the inadequacies in such procedures should be reported
(b) The procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business
(c) Whether the company is maintaining proper records of inventory and whether any material discrepancies were noticed on physical verification and if so whether the same have been properly dealt with in the books of account
(c) On the basis of our examination of the records of inventories we are of the opinion that the Company is maintaining proper records of inventories The discrepancies noticed on verification between physical stocks and the book records which were not material have been properly dealt with in the books of account
Annual Report 2015 43
UNIWORTH
UNIWORTHLIMITED
(iii) Whether the company has granted any loans secured or unsecured to companies firms or other parties covered in the register maintained under section 189 of the Companies Act If so
(iii) The Company has not granted any loan secured or unsecured during the year to any company firm or other party covered in the register maintained under section 189 of the Companies Act 2013
In this regard we have relied upon the entries recorded in the register maintained under section 189 of the Act
(a) Whether receipt of the principal amount and interest are also regular and
(b) If overdue amount is more than rupees one lakh whether reasonable steps have been taken by the company for recovery of the principal and interest
(iv) Is there an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services Whether there is a continuing failure to correct major weaknesses in internal control system
(iv) In our opinion and according to the information and explanations given to us there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchases of inventory and fixed assets and for the sale of goods During the course of our audit no major weakness has been noticed in the internal control system nor have there been any continuing failure on the part of the Company to correct any major weakness
(v) In case the company has accepted deposits whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under where applicable have been complied with If not the nature of contraventions should be stated If an order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal whether the same has been complied with or not
(v) The Company has not accepted any deposit from the public within the meaning of sections 73 to 76 or any other relevant provisions of the Companies Act 2013
(vi) Where maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act whether such accounts and records have been made and maintained
(vi) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under sub-section (1) of section 148 of the Companies Act 2013 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained However we have not made a detailed examination of the records with a view to determine whether they are accurate or complete
Uniworth Limited44
UNIWORTH
UNIWORTHLIMITED
(vii) (a) Is the company regular in depositing undisputed statutory dues including provident fund employeesrsquo state insurance income-tax sales-tax wealth tax service tax duty of customs duty of excise value added tax cess and any other statutory dues with the appropriate authorities and if not the extent of the arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable shall be indicated by the auditor
(vii) (a) According to the records of the Company the Company has been generally regular in depositing during the year with appropriate authorities undisputed statutory dues including provident fund employeesrsquo state insurance income tax sales tax wealth tax service tax customs duty excise duty value added tax cess and any other statutory dues where applicable except in the following cases which are outstanding for a period of more than six months from the date they became payable
VAT ` 680 lacs
Central Sales Tax ` 3654 lacs
Service tax ` 4281 lacs
Entry Tax ` 080 lacs(b) In case dues of income tax or sales tax or
wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute then the amounts involved and the forum where dispute is pending shall be mentioned (A mere representation to the concerned Department shall not constitute a dispute)
(b) According to the records of the Company following statutory dues have not been deposited by the Company on account of disputes
Nature of dues
Amount(` inLacs)
Period since when
Forum
Entry Tax 5711 1997-98 Appeal with Commissioner of Commercial Tax
Excise Duty 864 Prior to 2000 Under Appeal with CESTAT New Delhi
Electricity Duty amp Cess
1857 2005 Writ Petition before Bilaspur High Court
(c) Whether the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time
(c) The Company has not transferred any amount to Investor Education and Protection Fund [Refer to Footnote (1) to Note No 4 (a) ]
(viii) Whether in case of a company which has been registered for a period not less than five years its accumulated losses at the end of the financial year are not less than fifty per cent of its net worth and whether it has incurred cash losses in such financial year and in the immediately preceding financial year
(viii) The accumulated losses of the Company at the end of the financial year have exceeded its net worth and also the Company has incurred cash losses in the current financial year and in the immediately preceding financial year
Annual Report 2015 45
UNIWORTH
UNIWORTHLIMITED
(ix) Whether the company has defaulted in repayment of dues to a financial institution or bank or debenture holders If yes the period and amount of default to be reported
(ix) The Company has defaulted in repayment of dues to financial institutions banks and debenture holders as under
(a) As per Original Agreement all the following Term Loans have become due for repayments However the Companyrsquos negotiations with the term lenders for rescheduling restructuring is in process
Nature of Financial Assistance
Amount (` in lacs)
Period of Default
a) Term Loani) Financial Institution Not Ascertainable
Principal 2117209Interest 1068697
ii) Bank Not AscertainablePrincipal 3758542Interest 5508741
b) DebentureNov-convertible Part C Redeemable Debenture
Principal 190062Interest 19695
Also refer to Note No 4
(x) Whether the company has given any guarantee for loans taken by others from bank or financial institutions the terms and conditions whereof are prejudicial to the interest of the company
(x) The Company has given guarantee for loans taken by Other Company others from bank or financial institution and the related terms and conditions are not prejudicial to the interest of the Company
(xi) Whether term loans were applied for the purpose for which the loans were obtained
(xi) Based on the information and explanations given to us by the Management no Term Loan was obtained by the Company during the year
(xii) Whether any fraud on or by the company has been noticed or reported during the year If yes the nature and the amount involved is to be indicated
(xii) Based upon the audit procedures performed during the course of our audit and information and explanations given by the Management we report that no fraud on or by the Company has been noticed or reported during the year
For S S KOTHARI amp COChartered Accountants
Firm Registration No 302034E
A DATTAPlace Kolkata PartnerDate 29th May 2015 Membership No 005634
Uniworth Limited46
UNIWORTH
UNIWORTHLIMITED
Particulars Note No As at 31032015
As at 31032014
I EQUITY AND LIABILITIES 1 Shareholders Fund
a) Share Capital 2 399862 399862 b) Reserves and Surplus 3 (9551249) (9151387) (9086744) (8686882)
2 Non-Current Liabilitiesa) Long Term Borrowings 4 - - b) Other Long Term Liabilities 5 227675 214963 c) Long Term Provisions 6 919008 1146683 909815 1124778
3 Current Liabilitiesa) Short Term Borrowings 7 2888541 2888676 b) Trade Payables 8 3367901 3114249 c) Other Current Liabilities 9 10578553 10028310 d) Short Term Provisions 10 3729 16838724 2397 16033632
Grand Total 8834020 8471528 II ASSETS
1 Non-Current Assetsa) Fixed Assets 11
i) Tangible Assets 378887 420957 ii) Capital Work in Progress 5468 7774
b) Non-Current Investments 12 300067 300067 c) Long Term Loans and Advances 13 79596 764018 73612 802410
2 Current Assetsa) Inventories 14 363263 398178 b) Trade Receivables 15 6443072 6042724 c) Cash and Cash Equivalent 16 25352 17946 d) Short Term Loans and Advances 17 643478 615433 e) Other Current Assets 18 594837 8070002 594837 7669118
Grand Total 8834020 8471528 Significant Accounting Policies 1Other Disclosures 25 - 40
Accompanying Notes are an integral part of the Financial StatementsThis is the Balance Sheet referred to in our Report of even date
BALANCE SHEET AS AT 31ST MARCH 2015 (` in 000rsquos)
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Annual Report 2015 47
UNIWORTH
UNIWORTHLIMITED
Particulars NoteNo
For the year ended31032015
For the year ended31032014
I Revenue from OperationsSale of products 1357763 1155975 Less Excise Duty - - Net Turnover 1357763 1155975
II Other Income 20 33895 235313 III Total Revenue (I + II) 1391658 1391288 IV Expenses
Cost of Materials Consumed 21 652552 724694 Purchases of Stock in Trade 33333 313 Changes in Inventories of Finished Goods Work in Progress amp Stock in Trade 22 14347 (8299)
Employees Benefits 25 151140 139783 Finance Cost 23 536119 536116 Depreciation and Amortisation 25 42727 42824 Other Expenses 24 424306 1854524 406500 1841931 Total Expenses 1854524 1841931
V Profit before tax (462866) (450643)VI Extra Ordinary Item 25 1639 1639 VII Profit before tax after Extra Ordinary
Items (464505) (452282)
VIII Tax Expenses - - IX Profit (Loss) for the period (464505) (452282)X Earnings Per Equity Share
i) Basic (1367) (1331)ii) Diluted (1367) (1331)
Significant Accounting Policies 1Other Disclosures 25 - 40
Accompanying Notes are an integral part of the Financial StatementsThis is the Statement of Profit amp Loss referred to in our Report of even date
STATEMENT OF PROFIT amp LOSS FOR THE YEAR ENDED 31ST MARCH 2015 (` in 000rsquos)
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Uniworth Limited48
UNIWORTH
UNIWORTHLIMITED
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2015 (` in 000rsquos)
Particulars 31032015 31032014A Cash Flow from Operating Activities
Net Profit (Loss) before Tax (464505) (452282)Adjustments For Depreciation and amortisation expense 42727 42824 Exceptional Items 1639 1639 Interest Income (2700) (2299)Dividend Received - (2)Net (Gain)Loss on foreign exchange (26043) (114085)Finance Cost 536119 536116 Sundry Balances w_off 152 - Unspent Liabilities Written Back - (9895)Operating Profit before Working Capital Changes 87389 2017 Adjustments For Increase(Decrease) in Other Long Term Liabilities 12712 20646 Increase(Decrease) in Long Term Provisions 9194 9106 Increase(Decrease) in Short Term Provisions 1332 (2926)Increase(Decrease) in Trade Payables 253652 158899 Increase(Decrease) in Other Current Liabilities 550241 602658 Decrease(Increase) in Non-Current Investment - - Decrease(Increase) in Long Term Loans amp Advances (5984) 1518 Decrease(Increase) in Other Non-Current Assets - - Decrease(Increase) in Inventories 34916 (26068)Decrease(Increase) in Trade Receivables (400348) (331229)Decrease(Increase) in Short Term Loans amp Advances (28198) (20496)Decrease(Increase) in Other Current Assets - (1)Cash Generated from (used in) Operating Activities 514906 414124 Tax Expense - - Net Cash Flow from(used in) Operating Activities (A) 514906 414124
B Cash Flow from Investing Activities Interest Income 2700 2299 Dividend Income - 2 Proceeds from sale of Non-Current Investments - - Addition to Tangible Fixed Assets 1408 1295 Addition to Intangible Fixed Assets - - Sale of Tangible Fixed Assets 241 5 Net Cash flow from(used in) Investing activities ( B ) 4348 3601
Annual Report 2015 49
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos)
Particulars 31032015 31032014C Cash Flow from Financing Activities
Proceeds from Equity Shares - - Repayment from Long term Borrowings - - Proceeds from Short term Borrowings (134) (1)Exceptional Items (1639) (1639)Net Gain on foreign exchange 26043 114085 Interest Expense (536119) (536116)Net Cash Flow from Financing Activities ( C ) (511849) (423671)Net Increase ( Decrease ) in Cash amp Cash Equivalents ( A+B+C ) 7406 (5947)Closing Balance of Cash amp cash Equivalents 25352 17946 Opening Balance of Cash amp cash Equivalents 17946 23893 Net Increase ( Decrease ) in Cash amp Cash Equivalents 7406 (5947)
Notes 1 The above Cash Flow Statement has been prepared under the ldquoIndirect Methodrdquo as set out in Accounting
Standard -3 on Cash Flow Statement notified under the Companies (Accounting Standards) Rules 20062 Addition to Fixed Assets include movement of Capital Work in Progress during the year3 Proceeds from Long term Borrowings are shown net of repayments 4 Figures in brackets represent cash outflow from respective activities 5 Cash amp cash Equivalents do not include any amount which is not available to the Company for its use6 As breakup of Cash amp cash equivalents is also available in Note No16 reconciliaton of items of Cash amp
cash equivalents as per Cash Flow Statement with the equivalent items reported in the Balance Sheet is not required
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Uniworth Limited50
UNIWORTH
UNIWORTHLIMITED
1 SIGNICANT ACCOUNTING POLICIES A BASIS OF PREPARATION The Financial Statements have been prepared to comply in material respects with the Accounting
Principles generally accepted in India including mandatory Accounting Standards specified under Section 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014 under the historical cost convention and on accrual basis The Accounting Policies in all material respect have been consistently applied by the Company and are consistent with those used in previous year
B TANGIBLE ASSETS Tangible Assets are stated at cost including pre-operative expenses amp borrowing cost allocated to
qualifying assets in proportion to costs thereof C IMPAIREMENT OF ASSETS An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value An
impairement loss is charged to the profit and loss account in the year in which an asset is identified as impaired The impairement loss recognised in prior accounting period is reversed if there has been a change in the estimate of recoverable amount
D CAPITAL WORK IN PROGRESS Stated at Cost E DEPRECIATION a The full value of Leasehold land is amortized over the period of lease b Depreciation on Tangible Assets continues to be provided on straight-line method at the rates
prescribed in erstwhile Schedule ndash XIV of the Companies Act 1956 This is a non-compliance of mandatory Accounting Policy required to be followed by the Company for Depreciation on Tangible Assets in terms of Accounting Standard (AS) 6 Depreciation Accounting
F INVENTORIES Basis of Valuation Raw Material At Cost Stores amp Spare Parts At Weighted Average Cost Work in Process and Finished Goods At Cost or Market Value whichever is lower Cost for this
purpose is determined with reference to cost of materials labour and appropriate overheads
Waste Stock At estimated realizable value except waste of Silk Division used for recycling which is valued at Cost as per past practice
G INVESTMENTS Long Term Investments are stated at cost less provision and write off in cost wherever the management
considers the fall in value to be of permanent in nature H BORROWING COSTS Borrowing costs that are attributable to the acquisition and construction of a qualifying asset are capitalized
as part of cost of that asset Other borrowing costs are recognised as expense in the period in which they are incurred
I EMPLOYMENT BENEFITS i) Short Term Employees Benefits The undiscounted amount of short-term employee benefits expected to be paid in exchange for the
services rendered by employees is recognized during the period when the employee rendered the service This benefit includes salary wages short-term compensatory absences and bonus
NOTES TO THE FINANCIAL STATEMENTS
Annual Report 2015 51
UNIWORTH
UNIWORTHLIMITED
ii) Long Term Employees Benefits a) Defined contribution Short Term Employees Benefits to ESIC (employees State Insurance
Corporation) and Provident Fund Schemes This contribution is recognized during the period in which employee renders service
b) Defined Benefit Scheme For defined benefit scheme the cost of providing benefit is determined using the projected unit credit method with actuarial valuation being carried out at each balance sheet date The retirement benefit obligation recognized in the balance sheet represents the value of defined benefit obligation as reduced by fair value of planned assets Actuarial gain and losses are recognized obligation in full during the period in which they occur
c) Leave encashment is determined on accrual basis J RECOGNITION OF INCOME AND EXPENDITURE Items of Income and Expenditure are recognised on accrual basis K SALES Sales are inclusive of Job Processing charges and exclude Inter Unit transfer claims etc L FOREIGN EXCHANGE TRANSACTIONS a) Assets and Liabilities relating to Foreign Currency outstanding at the year-end are translated at the
year-end rates b) Purchases and Sales are accounted for at average rates of exchange prevailing in the month
immediately preceding the month of transactions and the difference on account of foreign exchange fluctuation on the date of actual paymentrealization are treated as foreign exchange gainloss
M SEGMENT REPORTING The accounting policies adopted for Segment Reporting are in line with the accounting policies of the
company Revenue and Expenses have been identified to Segments on the basis of their relationship to the
operating activities of the segment Revenue and Expenses that relate to the enterprise as a whole and are not allocable to segment on a reasonable basis have been included under ldquoOthersrdquo
N TAXATION Current Tax is determined on the basis of the amount of tax payable under the Income Tax Act 1961
if any Deferred Tax LiabilitiesAssets subject to consideration of prudence are recognized and carried forward only when there is reasonable certainty that sufficient taxable Income will be available against which such Deferred Tax Liabilities Assets can be adjusted
O PROVISIONS AND CONTINGENT LIABILITIES The company recognizes a provision when there is a present obligation as a result of a past event that
probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may but probably will not require an outflow of resources Where there is possible obligation or a present obligation and the likelihood of outflow of resources is remote no provision or disclosure for contingent liability is made Contingent liabilities are generally not provided for in the accounts and are disclosed separately in Notes on Accounts
P EARNING PER SHARE Basic earning per share is calculated by dividing the net profit or loss for the period attributable to
equity shareholders by weighted average number of equity shares outstanding during the period The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for the events such as bonus share other than conversion of potential equity shares that have changed the number of equity shares outstanding without a corresponding change in resources For the purpose of calculating diluted earning per share the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares
NOTES TO THE FINANCIAL STATEMENTS
Uniworth Limited52
UNIWORTH
UNIWORTHLIMITED
NOTES TO THE FINANCIAL STATEMENTS2 Share Capital
Particulars 2014-15 2013-14a) Authorised
40000000 Equity Shares of ` 10- each (Previous Year 40000000 Equity Shares of ` 10- each)
400000 400000
900000013 Non Convertible Cumulative Redeemable Preference Shares of ` 100- each (Previous Year 9000000 Preference Shares of ` 100- Each)
900000 900000
Total 1300000 1300000 b) IssuedSubscribed amp Paid Up
33986243 Equity Shares of ` 10- each (Previous Year 33986243 Equity Shares of ` 10-each)
339862 339862
Preference Shares of ` 100- each (Previous Year 600000 13 Non Convertible Cumulative Redeemable Preference Shares of ` 100- each)
60000 60000
Total 399862 399862
c) Reconciliation of the number of Equity Shares Outstanding
Particulars 2014-15 2013-14Nos Nos Nos Nos
Number of Shares outstanding at the beginning of the year
33986243 33986243
Number of Shares outstanding at the end of the year
33986243 33986243
d) Reconciliation of the number of Preferance Shares Outstanding
Particulars 2014-15 2013-14Nos Nos Nos Nos
Number of Shares outstanding at the beginning of the year
600000 600000
Number of Shares outstanding at the end of the year
600000 600000
e) Shares in the Company held by each Shareholders holding more than
Name of Shareholders Number ofShares held
of Shareheld
Number ofShares held
of Shareheld
Nos Nos Nos NosAviante International Limited 6924975 2038 6924975 2038
f) Rights Preferances and Restrictions attached to Shares Issued
Each Equity Shareholder holding shares of ` 10- each is eligible for one vote per share held and is entitled to dividend when proposed by the Board of Directors subject to the approval of the sharesholders in the Annual General Meeting Each Equity Shares holders is entitled to participate in repayament of Capital on liqudation after all secured creditors have been paid
(` in 000rsquos)
Annual Report 2015 53
UNIWORTH
UNIWORTHLIMITED
Note 13 Non Convertible Cumulative Redeemable Preference Shares have already matured for redemption
completely by 12th December 2002 as per terms of redemtion However no part of this Share Capital amount could be redeemed by the aforesaid date The Company has received during the year 2010-11 a letter from IDBI The holders demanding forthwith the payament of the entire amount due on redemption togathet with the dividends due thereon
However the matter is pending restructuring of loans due to banks and financial institutions
3 Reserve amp Surplus
Particulars As at 31st March 2014
Addition Deduction As at 31st March 2015
a) Capital Reserve-Cpital Subsidy 6030 - - 6030
b) Securities Premium Account 406046 - - 406046
c) Debenture Redemption Reserve 87000 - - 87000
d) SurplusLoss (9585820) (464505) - (10050325)
(9086744) (464505) - (9551249)
4 Long Term Borrowings
Particulars 2014-15 2013-14a) Bonds Debentures
Secured4050990 125 Non Convertible Part-C Debentures of Rs50- each (Previous Year 4050990 Non Convertible Part-C Debentures of ` 50- each)
190060 190062
Less Unpaid Matured Debentures 190060 - 190062 -Terms of repayment Non - Convertible Part - C of the Debentures of ` 50 each Redeemable at par as per the terms of the issue in three equal instalments on 2341999 2342000 amp 2342001Security The debentures together with interest etc are secured by first mortgage and charge on all the companyrsquos immovable and movable assets both present and future and charge on current assets subject to prior charge createdto be created thereon in favour of the Companyrsquos Bankers for securing borrowings for Working Capital Requirements in the ordinary course of business The mortgage and charge referred to above shall rank pari passu with the mortgages and charges created to be created in favour of the Financial Institutions
(` in 000rsquos)
(` in 000rsquos)
Uniworth Limited54
UNIWORTH
UNIWORTHLIMITED
Particulars 2014-15 2013-14b) Term Loan
From Banks Financial InstitutionsSecured Rupee Loan 1893181 1893181
Foreign Currency Loan 1094029 1053602
2987210 2946783
Less Overdue portion of Rupee amp Foreign Currency Loan (Refer Note 9 (d)]
2987210 - 2946783 -
Terms of RepaymentAs per original agreement all the Term Loans have Become due for repaymentHowever the companyrsquos negotiation with term lenderrsquos for the re-schedulingrestructuring is in process
Nature of SecurityThe Term Loan from Financial InstitutionsBanks are secured to be secured by a first mortgage and charge on all the Companyrsquos immovable and moveable assets of the Company both present and future and charge on current assets subject to prior charge created andor to be created thereon to secure borrowings for Working Capital Requirements in the ordinary course of bussiness The mortgage and charge referred to above shall rank pari passu interse
Total - -
Notes 1) The company being a sick industrial undertaking could not redeem debentures amp interest thereof as per
the terms of issue which will be dealt properly in the restructuring scheme Accordingly no transfer has been made to the Account of Investor amp Protection fund
2) Following the declaration of the Company as a Sick Industrial undertaking by the Board for Industrial and Financial Reconstruction (BIFR) vides its Order dated 30012006 in terms of Section 3 (1) (A) of the Sick Industrial Companies (Special Provisions) Act 1985 and also athe appointment of Industrial Development Bank of India as the Operating Agency for preparation of a viability study report to revive the Company Appeals against the said order were preferred by some of the secured lenders as well as the Company before the AppellateAuthority for Industrial amp Financial Reconstruction (AAIFR) The said appeals were taken up and adjudicated and vide its order dated 05122007 AAIFR has remanded the case back to BIFR with a direction to reconsider the earlier references of the company on the basis of its earlier Balance Sheets also During the year 2010-11 in one of the appeals pending before AAIFR and in pursuance of ARCILrsquos application AAIFR has opined that in veiw of the actions taken by ARCIL under Section 13 (4) of SARFAESI Act the reference filed by the Company stood abated in one of the appeals pending before AAIFR under the proviso to Section 15(1) of SICA
Following the reference application filed by the company having stood abated under the proviso to Section 15(1) of SICA ARCIL has asked Indoworth to handover to them the possession of assets of the company covered by the security
(` in 000rsquos)
Annual Report 2015 55
UNIWORTH
UNIWORTHLIMITED
However matter is subjudice in a suit before the Kolkata High Court and necesssary adjustments would be made in the financial statements if required consequent to the final outcome of the proceedings Pending the above the financial statements have been drawn up on Going Concern basis as the Management is of the view that the going concern assumption is not vitiated for the reason as stated above
3) Under the provisions of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) ARCIL has taken over possession of the secured assets of the Companyrsquos plants during the Financial Year 2008-09 and has appointed Indoworth India Ltd as the Custodian of such assets
The Companyrsquos business continued since the aforesaid take over as usual However the matter is subjudice in a suit before the Calcutta High Court and necessary adjustments in the financial statements if required would be made upon final adjudication of the proceedings However these Accounts have been prepared on a Going Concern basis as the Management is of the view that the Going Concern assumption is not vitiated for the reason as stated above
4) The outstanding balance of Term Loans from Financial Institutions and some of the banks are subject to receipt of confirmation statements which couldnot be avialable due to restructuring in progress
5 Other Long Term Liabilities
Particulars 2014-15 2013-14MP Houshing Board 23331 23331
Electricity Duty 18569 18569
Water Charge 756 42656 756 42656
Selling Commission and Claim amp Discount 183317 170586
Security Deposit 850 850
Others 852 871
Total 227675 214963
6 Long Term Provisions
i) Provision for Employees BenefitsGratuity 37826 30090
Leave Encashment 8954 46780 7497 37587
ii) OthersProvision for Commission on Export Bills 325093 325093
Provision for Sales Claim on Export Bills 547135 872228 547135 872228
Total 919008 909815
Notes The final settlement in respect of sales claims amp commissions provided during the year 2002-03 for ` 872228 lacs is still pending amp the necessary adjustment for such claim amp commissions will be made after finalisation on receipt of necessary approval from the concerned regulatory authorities
(` in 000rsquos)
Uniworth Limited56
UNIWORTH
UNIWORTHLIMITED
NOTES TO THE FINANCIAL STATEMENTS7 Short Term Borrowings
Particulars 2014-15 2013-14a) Loan Repayble on Demand
i) From BanksSecured Packing Credit 659787 659787
Foreign Bill Discount 1311299 1971086 1311299 1971086
Unsecured Book Overdraft From Banks 917455 917455
Nature Security The Working Capital from banks are secured to be secured by first charge by way of hypothecation on the Companyrsquos stocks of Raw Materials Consumables stores Semi-finished and Finished Goods and book debts present and future and Second and sub-servient mortgage and charge created to be created on the companyrsquos immovable and movable assets present and future subject to first mortgage and charge created to be created thereon in favour of lenders of Term Loans amp Debentures
b) Deposit UnSecured - 135
Others
Total 2888541 2888676
Note The outstanding balance of borrowings from the banks for Working Capital Loans and Overdraft are subject to receipt confirmationstatements which could not be available due to restructuring being in progress
8 Trade Payable
Particulars 2014-15 2013-14Import
3295172
3022729
Local 72729 91520
Total 3367901 3114249
(` in 000rsquos)
Annual Report 2015 57
UNIWORTH
UNIWORTHLIMITED
Particulars 2014-15 2013-14Note 1) Amount dues to suppliers which are subject to
cnfirmation of the parties2) There are certain cases pending in appropriate
court regarding goods supplied by various creditors which are being disputed by the company Advance given to them will be adjusted once the cases are disposed off and settled
3) The Company has amounts due to suppliers under the MicroSmall and Medium Enterprises Development Act 2006 (MSMED Act) as at 31st Marchrsquo 2015 as under
The Principal amount and Interest due theeon remaining unpaid to any supplier as at the end of the year
138057 11343
The amount of Interest paid in terms of Section 16 along with the amount of the payment made to the supplier beyond the appointed day during the year
- -
The amount of interest due and payble for the period of delay payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under this Act
- -
The amount of Interest accrued and remaining unpaid at the end of the year
- -
The amount of Interest remaining due and payable even in the succeeding yearsuntil such date when the interest dues as above are actualy paid to the small enterprise
- -
The information has been given in respect of the vendors to the extent they could be identified as ldquoMicro and Smallrdquo enterprise on the basis of information available with the Unit of the Company
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Uniworth Limited58
UNIWORTH
UNIWORTHLIMITED
9 Other Current Liabilities
Particulars 2014-15 2013-14a) Current Maturities of Finance Lease Obligations
Lease Rent 551 138
b) Interest Accrued and Due on Borrowings Interest on Debenture 19695 19695
Interest on Term Loan 1203259 1139767
Interest on Working Capital Loan 5374179 4986011
Interest on ARCIL 609386 7206519 524930 6670403
c) Unpaid Debentures and Interest Accrued thereonOver due unpaid matued Debenture - Refer Note 4(a) 190060 190062
d) Other PayablesOver Due portion of long Term Debentures - Refer Note 4(b)
2987210 2946783
Contribution to PF and Other Funds 1683 1633
Salary Wages amp Bonus 8309 7643
Tax Deducted at Sources 1109 856
Taxes amp duties 11676 15055
Leagal amp Professional Expenses -
Audit Fees 266 266
Power amp Fuel 10430 8216
Rent 732 3205
Selling Commission 7272 14485
Claim amp Discount -
Excise Duty 864 852
Liability for Capital Goods 122954 131829
Miscellaneous Liabilities 17267 23620
Advance credit Balance - 994
Advance From Customer 11651 12270
Total 10578553 10028310
10 Short Term Provisions
Particulars 2014-15 2013-14Others 3729 2397
Total 3729 2397
Note Based on the past experience the company has provided ` 3729 lacs (previous year ` 2397 lacs) during the year as sales claim which the management thinks adquate to meet future claims
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Annual Report 2015 59
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS11 Fixed Assets
i) Tangible Assets
PARTICULARS GROSS BLOCK DEPRICIATION NET BLOCK
Cost as at1042014
Addition during the
year
Deductionadjustment during the
year
Cost as at31032015
Upto1042014
For theYear
Deductionadjustment during the
year
Upto31032015
As At31032015
As At31032014
Free Hold Land 9742 - - 9742 - - - 9742 9742
Lease Hold Land 2425 - - 2425 490 16 - 506 1919 1935
Building 257083 - - 257083 138784 8499 - 147283 109800 118299
Plant amp Machinery 1897145 43 - 1897188 1616282 32931 - 1649213 247975 280863
Electrical Installation 47248 12 - 47260 42515 444 - 42959 4301 4733
Vehicle 3673 - - 3673 3133 253 - 3386 287 540
Furniture amp Fixtures amp off Equip
23287 843 308 23822 18442 584 67 18959 4863 4845
Total 2240603 898 308 2241193 1819646 42727 - 1862306 378887 420957
Previous Year 2239559 1049 5 2240603 1776822 42824 - 1819646 420957 -
Capital Work In Progress
7774 - 2306 5468 - - - - 5468 7774
12 Non-Current Investments
Particulars 2014-15 2013-14a) Investments in Equity instruments
Bodies Corporate Quoted Fully Paid Upi) Joiprakash Associates Ltd
625 (Previos Year 625 Equity Sharers of ` 10- each) Equity Shares of ` 10- each
17 17
ii) Uniworth International Ltd527600 (Previous Year 527600 Equity Shares of ` 10- each) Equity Shares of ` 10- each
792 792
iii) Uniworth Textiles Ltd5687500 (Previous Year 5687500 Equity Shares of ` 10- each) Equity Shares of ` 10- each
17632 18440 17632 18440
Un-Quoted Fully Paid Upi) KDL Pharma Ltd
1500000 (Previous Year 1500000 Equity Shares of 10- each) Equity Shares of 10- each (Full amount Re1-)
ii) Uniworth Power Ltd900 (Previous Year 900 Equity Shares of ` 10- each) Equity Shares of ` 10- each
iii) Uniworth Apparal Ltd2075000 (Previous Year 2075000 Equity Shares of ` 10- each) Equity Shares of ` 10- each
2075 2075 2075 2075
Uniworth Limited60
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Particulars 2014-15 2013-14b) Investments in Debentures or Bonds
Indoworth India Ltd3000000 (Previous Year 3000000 Secured Zero Coupon Debenture of ` 100- each) Secured Zero Coupon Debentures of ` 100- each
300000 300000
c) Investments in Mutual FundsQuoted Fully Paid UpUnit Trust of India 5000 units of Master Equity Plan of ` 10- each(Previous Year 5000 units of ` 10 each)
50 50
320565 320565 Less Provission for diminution in value of Investments 20499 20499 Total 300067 300067 Aggregate value of Quoted Investment 18490 18490 Market value of Quoted Investment 17902 17821 Aggregate value of Un-Quoted Investment 302075 302075 Aggregate Provission for diminution in value of Investments
20499 20499
13 Long Term Loans and Advances
Particulars 2014-15 2013-14a) Security Deposits
Secured Considered Goods 114 114 With Govt Department 24002 21828 UnsecuredConsidered Goods 34501 58617 32032 53974
b) Other Loans and Advances Secured Considered GoodsTaxes amp duties paid under Protest 10786 9524 UnsecuredConsidered Goods 10193 20979 10114 19638 Total 79596 73612
14 Inventories
Particulars 2014-15 2013-14a) Raw Materials 50430 63007 b) Work in Progress 157654 143425 c) Finished Goods 117157 149351 d) Stores amp Spares 21729 29720 e) Waste Stock 16293 12675
Total 363263 398178
Note 1 Mode of valuation - Refer Accounting Policy Note-1(f)2 Finished Goods i) Value of ` 18438 Lacs lying with thrid party ii) Value of ` 11551 Lacs under seizer of the Excise Department for a storage of Stock with a third party
without obtaining permission of the Excise Department
Annual Report 2015 61
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS15 Trade Receivables
Particulars 2014-15 2013-14Sundry Debtors UnsecuredConsidered Goods Outstanding for a period exceeding six month 6406061 5885516 Other Debts 37011 6443072 157208 6042724 Doubtful Outstanding for a period exceeding six month 1644 1644 Less Provision for doubtful debts 1644 - 1644 - Total 6443072 6042724
Note 1) Trade Recievable includes ` 204121 Lacs due from a Company which has become sick and registered with
BIFR under the Sick Industrial Companies (Special Provisions) Act 1985 Quantum of amount considered doubtful is not ascertainable at this Stage Accordingly no provision has been made in the account in this regards
2) In respect of Sundry Debtors (including Domestic sales Debtors) adjustments are pending against supplies and other liabilities etc due to the buyers Managent is confident of recovering the balance after such adjustments pending approval from concerned regulatory authority
3) Certain Debtors are subject to Confirmation4) Trade Recievable includes i) ` 369789 Lacs representing overdue Export Bills outstanding for long against which the acompany has
obtained a decree for realizing the outstanding debts over a period of time ranging up to twenty years The company has also filed an appeal for reductionvariation of the period of time
ii) ` 2709712 lacs representing overdue Export Bills outstanding for long that will be set off against import liabilities claims and commission etc of the respective parties
iii) ` 99230 lacs representing overdue Export Bills outstanding for long against which the management has taken appropriate steps for its recovery
iv) ` 13162 Lacs represanting other trade recievables outstanding for long against which the management has taken appropriate steps for recovery According no provision gas been considered necessary at this stage
16 Cash and Cash Equivalent
Particulars 2014-15 2013-14a) Balances with Banks
In Current Account 20129 10096 Margin Money 4499 4499 Fixed Deposit with Bank 446 25074 3059 17654
b) Cash on hand 278 292 Total 25352 17946
Note 1) Balances with the Bank in Current Account include Debit balances in Current Account of ` 7914 Lacs which
are subject to receipt of confirmation because of restructuring being in progress2) Fixed Deposit lodged with Bank as margin for Guarantee ` 407 Lacs and with Sales Tax Authorities ` 039
Uniworth Limited62
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTSLacs
3) During the year one of the banker of the company Axis Bank Ltd under instructions from ARCIL has made debit freeze (freezing all withdrawals ) of all current account of the company maintained with them the balance of which as per books amounted to ` 6523 lacs as on 31st March 2015As per Confirmation Certificates obtained from the Bank total balance of all such Current Accounts works out to ` 426 lacs as on 31st March 2015 in absence of any details of the withdrawalsother transactions made from such Accounts necessary entries could not be made in the books of the company
4) During the year the company opened certain new Current Accounts with Banks (other than the bankers of the Company)
17 Short Term Loans and Advances
Particulars 2014-15 2013-14a) Loans and Advances to Related Parties
Unsecured Considered GoodUniworth Textiles Limited 126226 132487 Doubtful Uniworth Apparel Ltd 129316 129316 Less Provission for Doubtful Advance 129316 - 129316 -
b) Others Secured Considered Good UnsecuredConsidered Good Loans to Bodies Corporates 21680 21680 Interest Receivable 10417 10417 Advance to Suppliers 20707 16632 Vat Receivable Cenvat Rebate Recievable 9184 8635 TDS Receivable 3482 3045 Focus Market Recievable 1917 Excise Duty Advance ( PLA ) 14 Service Tax amp Ed Cess Receivable 634 2422 DEPB Receivable 6 6 Duty Draw Back Receivable 720 2085 CST Refund Claim Receivable - 477 ADVANCE FBT REFUNDABLE 67 67 Claims Receievable from Banks 68936 68936 Prepaid Expenses 1042 1169 Miscellaneous Advances 378446 517252 347375 482946 Doubtful Loans to Bodies Corporates 69065 69065 Less Provision for Doubtful Advance 69065 - 69065 - Total 643478 615433
Note
Annual Report 2015 63
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS1) Claim receivable of ` 68936 lacs due from various banks on account of excess interest charged by them in
earlier years are subject to confirmation No provision has been made there against2) Short Term Loans and Advances includes ` 132709 Lacs which have become sick and referred to BIFR under
the Sick Industrial Companies (Special Provisions) Act 1985 Quantum of amount considered doubtful is not ascertainable at this Stage Accordingly no provision has been made in the account in this regards
3) Advance includes ` 314473 Lacs due from a party which in opinion of the Management is considered t be fully recoverable
4) Advance includes ` 010 Lacs due from a director (Max Amount at any time during the year ` 108 Lacs)5) Certain Advances are subject to Confirmation
18 Other Current Assets
Particulars 2014-15 2013-14Transfer of Fixed Assets 594837 594837 Total 594837 594837
Note The adjustment of ` 594837 lacs pertaining to transfer of Fixed Assets of the company in earlier years under scheme of demerger is still pending and will be dealt in restructuring Scheme19 Contingent Liabilities and Commitments (To the extent not provided for)
i) Contingent Liabilities a) Claim against the company not acknowledged as
debt b) Guarantees 767629 767742 c) Other money for which the company is contingently
liable - Letter of Credit 9882 9882 - Arrear Dividend on 13 Non Convertible Cumulative Redeemable Preference Shares (Refer Note 2 (b)) 38224 38224 - Entry Tax 8858 8858 - Central Commercial Sale Tax Demands 20463 20463 - Excise Demands 104329 127129 - Interest on Lease rent 473 - TDS Demand Default 923 - Custom Demands 46922 25200 - Professional TaxLabour CasesWater Cess etc 985 981 - Electricity Duty 11545 242604 115450 346187 Total 1010233 1113929
Note 1) Claims Disputed liabilities not acknowledged as debtthe amount of which is not ascertained2) Gaurantees include Corporate Guarantees ` 7000 lacs ( Previous Year ` 7000 lacs) given by the Company
to financial Institutions and Banks for granting Term Loans and Working Capital Loans to certain Body Corporates
Uniworth Limited64
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS20 Other Income
2014-15 2013-14a) Interest Income (TDS ` 48052- PY ` 852437-) 2699 2299 b) Other Non - operating Income (Net) 31196 233014
Total 33895 235313
21 Cost of Materials Consumed
a) Raw Materials 652552 724694 Total 652552 724694
22 Change in Inventories
a) Closing StockFinished Goods 117157 149352 Work in Progress 157654 143425 Waste 16293 291104 12674 305451
b) Opening StockFinished Goods 149352 117114 Work in Progress 143425 167480 Waste 12674 305451 12558 297152 Total 14347 (8299)
23 Finance Cost
a) Interest Expense 536119 536116 Total 536119 536116
Notes 1 Interest provision on borrowing from some of the institutions and banks has been made in the accounts at
prevailingestimated rates on simple interest basis applicable on such loans The impact of compound interest Penal charges wherever applicable could not be ascertained Besides there is dispute between the Company and BankersCreditors over the issue of charging interest and payment to the BankersCreditors of interest and principal amountThe BankersCreditors have approached appropiate court of law for recovery of its due which is being defended by the Company
2 Pending restructuring interest provision on certain loansborrowings has not been made and impact of the same is not presently ascertainable
24 Other Expenses
Particulars 2014-15 2013-14Stores amp Spare parts Consumption 132265 105108 Rent 2281 1873 Rates amp Taxes 9476 4298 Insurance 1570 1074 Power amp Fuel 132683 107966 Repairs amp Maintanance 5228 5997 Bank Charges 388 484
Annual Report 2015 65
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Particulars 2014-15 2013-14Travelling amp Conveyance 8472 7678 Directors Fees 34 40 Payment to Auditors 310 316 Brokarage amp Commission 31788 21295 Legal and Professional Expense 11176 10551 Postage and Telegram 3528 2066 Stock Echange Listing Fees 171 - Sundry Balnces woff 152 - Freight amp Forwarding 8961 5847 Previous Year Adjustment 27401 2680 Net Loss on Foreign Currency Exchange - 94977 Miscellaneous Expenses 48422 34250 Total 424306 406500
25 Additional Information
1 (a) Employees Benefits Expense Salaries and Wages 121483 120642 Contribution to Providend Fund and Other Fund 18697 8540 Staff walfare Expense 10960 10601 Total 151140 139783
Note Salary and Wages includes payment to a whole time director remuneration (b) Depriciation and Amortizartion Expense
Tangible Assets 42727 42824 Intangible Assets - Total 42727 42824
(c) Payments to Auditors Audit Fees 225 225 Taxation Matter 30 30 Other Services 30 37 Reimbursement Of Expenses 25 24 Total 310 316
(d) Exceptional and Extra Ordinary Items i) Extra Ordinary Item Impairment of Capital Work in Progress 1639 1639 Total 1639 1639
(e) Prior Period Items Previous Year Adjustment 27401 2680 Total 27401 2680
Uniworth Limited66
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Particulars 2014-15 2013-14 Qty Value (`
In lacs) Qty Value (`
In lacs) 2 a) Raw Material consumption (Under Broad Head)
i) Scoured Wool Wool Top 395824 3288 394649 2810 ii) Polyester Tow Tops 352452 545 244445 340 iii) Silk Tops 237671 2605 236291 3993 iv) Others 118274 87 141371 104 Total 1104221 6526 1016756 7247
b) Goods Purchased under broad head 9521 333 241 3 Total 9521 333 241 3
3 Work In Progress under broad headWool Tops 93757 919 75885 577 Polyester Tops 32668 109 45001 113 Waste 6805 34 120 1 Acrylic tops - - 493 1 Others 24688 515 32767 742 Total 157918 1577 154266 1434
4 a) Value of imports calculated on CIF basis by the company during the financial year in respect of -I Raw Materials 1159 130998 II Componants and Spare Parts 16916 20704 III Capital Goods - 18075 - 151702
b) Expenditure in Foreign Currency during the financial yearI Travelling - 334 II Commission to Selling Agent 39926 9129 III Others - 516
c) Total value of Imported and Indigenous materials consumedI Raw Material
Imported 1487 144509 Indigenous 651065 652552 580185 724694 Total 652552 724694
II Spare Parts and ComponantsImported 9319 19606 Indigenous 122946 132265 85502 105108 Total 132265 105108
d) The amount remited during the year in foreign currency on account of dividends to Non- Resident Shareholders
Annual Report 2015 67
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
e) Earnings in Foreign ExchangeI Export of Goods calculated on FOB Basis 125682 77602 II Royalty Know-how Professional and
Consultation FeesIII Interest and DividendIV Other Income
Note Including deemed export ` 110538 lacs (Previous year ` 149115 lacs)26 Managing Whole Time Executive Directorsrsquo Remuneration
(` In Lacs) (` In Lacs) Salary 600 1056 Allowances 209 629 Perquisites 065 078 Total 874 1763
27 Related Party disclosure as required by AS ndash 18 ldquoRelated Party Disclosurerdquo are given below a) Relationship Associates Uniworth Textile Ltd Uniworth Power Ltd Uniworth Apparel Ltd Aviante International Ltd Key Management Personnel Mr S N Shenwai b) Transactions with Related parties (` in Lacs)
Associates2014-15 2013-14
Purchase of Goods Sales of Goods 111555 100613 Services Rendered Enjoyed 14237 3278 Payment made to the Key Management Pesonnel of an Associate - 834 Loans amp Advances -Given during the yr 15961 13839 -Received during yr 21362 17310 -Balance 310315 (including receivables) 425051 132488 Guarantee Given 700000 700000
c) Transactions with Key Managemnt Personnel
Loans amp Advances Given During the year - 430 Received during the year 098 - Balance as on 31032015 010 430
d) Balance of ` 425051 lacs with Uniworth Textiles Limited (Related Party) as at 31st March 2015 is under reconciliation
Uniworth Limited68
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS28 Based on the guiding principles given in Accounting Standards on ldquoSegment Reportingrdquo (AS-17) the Companyrsquos
primary business segment is Wool and Silk business
Segment wise Revenue Results and Capital Employed under Clause 41 of the Listing Agreement for the year ended 31st March 2015
(` In Lacs) (` In Lacs)
2014-15 2013-14 A Primary Segment
a) Segment Revenue (Net SalesIncome) i) Segment ndash Wool 766964 595091 ii) Segment ndash Silk 590799 560884 iii) Others
1357763 1155975 Less Inter-Segment Revenue ndash ndash Net SalesIncome from Operations 1357763 1155975
b) Segment Results Profit (+)Loss ( - ) ( Before Tax and Interest from each Segment)
Segment ndash Wool 6514 36524 Segment ndash Silk 66739 48950 Others
73253 85474 Less Interest (Net) 536119 536117 Add Other Un-allocable income net of un-allocable expenditure
(1639) (1639)
Total Profit(Loss) before Tax (464505) (452282)
c) Net Segment Assets (Segment Assets less Segment Liabilities) Segment Assets Segment Liabilities
2014-15 2013-14 2014-15 2013-14 i) Segment ndash Wool 77801 74360 80802 77361 ii) Segment ndash Silk 7538 7387 7538 7387 iii) Others iv) Unallocable assets amp liabilities 3001 3001 ndash ndash
Total 88340 84748 88340 84748
Net Segment Assets 2014-15 2013-14
(3001) (3001) ndash ndash ndash ndash
3001 3001 ndash ndash
(` in 000rsquos)
Annual Report 2015 69
UNIWORTH
UNIWORTHLIMITED
d) Capital Expenditure (including Capital work in progress amp Depreciation) Capital Expenditure Depreciation
2014-15 2013-14 2014-15 2013-14 Segment ndash Wool 9 10 390 390 Segment ndash Silk ndash 1 37 38 Others Total 9 11 427 428
B) Secondary Segment Segment ndash Wool Segment ndash Silk
Geographical Distribution of Segment Revenues
2014-15 2013-14 2014-15 2013-14
India 6243 5190 5908 5609 Outside India 1427 761 - - Total 7670 5951 5908 5609
29 Employee benefits (Revised Accounting Standard 15)
a) Defined Contribution Plan
The company makes contribution towards Provident Fund and ESIC to a defined contribution retirement benefit plan for qualifying employees
The Provident Fund plan is operated partly by RegionalProvident Fund Commissioners and partly by an independent Trust ESIC by Government agencies Under the said schemes the company is required to contribute a specific percentage of pay roll costs in respect of eligible employees to the retirement benefit scheme to fund the benefits
During the year the company has recognised ` 6405 lacs for Provident fund contribution Rs 1898 lacs for ESIC The Contribution payable to these plans by the Company is at the rates specified in the rules of the scheme
b) Defined Benefit Plans
i) The plan provides for a lump sum payment to vested employees upon retirement death while in employment or on termination of employment of an amount equivalent to 15 days basic salary payable for each completed year of service Vesting occurs upon completion of five years of continuous service
ii) The employees of the company are eligible for encashment of leave upon retirement up to 30 days for each year (Maximum 120 days) Leave is accounted for on accrual basis
NOTES TO THE FINANCIAL STATEMENTS (` in 000rsquos)
Uniworth Limited70
UNIWORTH
UNIWORTHLIMITED
(` in Lacs)
Gratuity(Infunded)
31-03-15 31-03-14A Expenses recognised in the Statement of Profit amp Loss Account for
the year ended 31032015 i) Current Service Cost 1492 852 ii) Interest Cost 2407 1949 iii) Expected return on planned Assets - - iv) Actuarial (gain)loss 4798 5358 v) Past Service Cost vi) Effect of any curtailment settlement vii) Unrecognised defined benefit Plan viii) Expenses recognised in the Profit amp Loss Ac 8697 8159
B Net (Asset) Liabilities recognised in the Balance sheet as at 31st March 2015 i) Present Benefit of defined benefit Obligation 37826 30089 ii) Fair Value of planned Asset iii) Net (Asset) Liabilities recognised in the Balance sheet 37826 30089
C Changes in the Present value of defined benefit obligation during the year ended 31st March 2015 i) Present Value of defined benefit obligation as at 1st April 2014 30089 22931 ii) Current Service Cost 1492 852 iii) Interest Cost 2407 1949 iv) Actuarial (gain)loss 4798 5358 v) Benefit Paid (960) (1001)
Present value obligation as at 31st March 2015 37826 30089 D Principal Actuarial Assumption Used
Discount rates as at 31st March 2015 800 850Expected Return on Planned Asset NA NA Expected Salary Increase rate 600 600Mortality Rate LIC
(2006-08) (Mortality
Table)
LIC (1994-95) (Mortality
Table)
E Reconciliation of Net Assets Liability recognized in the Balance Sheet as on 31st March 2015 Net Assets (Liability) recognized in the Balance Sheet as at 31st March 2014
30089 22919
Employerrsquos Expenses 8697 8171 Employerrsquos contributions (960) (1001)Net Assets Liability) recognized in Balance Sheet as on 310315 37826 30089 Note Above information have been compiled on the basis of certificate issued by the Actuaries
Annual Report 2015 71
UNIWORTH
UNIWORTHLIMITED
30 With the introduction of the companies Act 2013 with effect from 1st Arpil 2014 adoption of Schedule - II of the said Act regarding calculation of depreciation based on estimated Useful Life of each tangible asset has become mandatory from that date However as the companyrsquos Fixed Assets Register has not yet been fully updated with regard to estimated useful life of each asset calculation of depreciation as per schedule -II could not be made by Company during the year This tantamount to non- compliance of mandatory requirements of the Companies Act 2013 read with Accounting Standard (AS) 6 Depreciation Accounting Effect of such non-compliance on the Financial Statements of the Company is not presently ascertainable
31 The Company has not recognized Deferred Tax Assets (Net) as per Accounting Standard ndash 22 regarding ldquoAccounting for Taxationrdquo estimation of future in view of consistent losses and of uncertainty regarding Profit with reasonable certainty
32 Certain Banks and Financial Institutions have taken legal recourse for recovery of their dues from the companyLoans and Advances includes Rs 150 lacs deposited with the Banks in the name of advocates on record for both parties as per order of Honrsquoble Kolkata High Court in case of litigation with the Bank
33 Due to non-completion of certain technical formalities certain borrowing facilitieswhich were to be transferred to a body corporate pursuant to the original scheme of restructuring could not be made
34 The company has applied from time to time to The Reserve Bank of India for extension set off of certain over- due bills approval of which is still awaited
35 In preparation of these Accounts cognizance has not been taken by the Company of a Debit Note sent by a body corporate in an earlier year indicating the unilateral transfer back by the said body corporate of all the assets which were transferred to them on 01042000 together with all existing and underlying securitiescharges as part of the restructuring scheme formulated by ICICI in view of the various judicial proceedings pending at this juncture However the Company has been legally advised to deal with the above transfer back only after final disposal of the process of adjudication by the Court
36 Export obligation for the assets acquiredtaken on lease without payment of applicable duties lies with the Company under the provisions of the Exim Policy (Amount unascertained)
37 Discounts commission amp other selling expenses include commission Rs 23591 lacs (Pr year Rs 13381 Lacs)
38 Claims had been filed against the Compamy by a body corporate amounting to Rs 21625 Lacs for non fulfillment of certain clauses of an agreement relating to transfer of Nagpur Unit to them in respect this we are unable to express our opinion on liablities that may arise eventualy on finalistion of suit
39 Earning Per Shares (Rs in 000rsquos)
2014-15 2013-14a) Net Profit(Loss) after tax available for equity shareholders (464505) (452282)b) Weighted average number of Basic Equity Shares of Rs10- each
outstanding during the year (Noof shares) 33986243 33986243
c) Weighted average number of Diluted Equity Shares of Rs10- each outstanding during the year (Noof shares)
33986243 33986243
d) Basic Earning Per Shares (Rs) ab (1367) (1331)e) Diluted Earning Per Shares (Rs) ac (1367) (1331)
Uniworth Limited72
UNIWORTH
UNIWORTHLIMITED
40 The previous yearrsquos figures have been reworked regrouped rearranged and reclassified wherever necessary and practicable Amounts and other disclosures for the preceding year are included as an integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Annual Report 2015 73
UNIWORTH
UNIWORTHLIMITED
If undelivered please return to UNIWORTH LIMITEDlsquoGreen Acresrsquo2 Nazar Ali Lane Flat - 4AKolkata - 700 019
UNIWORTH LIMITED CIN L17299WB1988PLC044984
Registered Office Green Acres 2 Nazar Ali Lane Flat-4AKolkata ndash 700 019 Telephone (033) 4006 1301 Email uniworthlimitedgmailcom
ELECTRONIC VOTING PARTICULARS
EVEN (Electronic Voting Event Number) User ID Password
Note Please read the instructions printed in the Notes of the Notice of AGM before exercising the vote
ATTENDANCE SLIP IWe hereby record myour presence at the 27th Annual General Meeting of the Company held on Tuesday September 29 2015 at 1030 AM at Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046
Folio NoDP ID amp Client ID Share Holding Serial No Name Name(s) of Joint Holder(s) if any
Address
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip Proxyrsquos Name in Block Letters MemberrsquosProxyrsquos Signature Note Please bring the Attendance Slip duly signed to the meeting and hand it over at the Entrance of the Meeting Hall UNIWORTH LIMITED PROXY FORM MGT-11
CIN L17299WB1988PLC044984 Registered Office Green Acres 2 Nazar Ali Lane Flat-4AKolkata ndash 700 019 Telephone (033) 4006 1301 Email uniworthlimitedgmailcom
[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies (Management and Administration) Rules 2014]
Name of the Member(s) Registered Address E-mail ID Folio NoDP ID amp Client ID IWe being the Member(s) of Uniworth Limited holdinghelliphelliphelliphelliphelliphelliphelliphelliphelliphellipEquity Shares of the above named Company hereby appoint
1) Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipAddresshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipE-mail ID helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip or failing himher
2) Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipAddresshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipE-mail ID helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip or failing himher
3) Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipAddresshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipE-mail ID helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip or failing himher
as myour Proxy to attend and vote (on a poll) for meus and on myour behalf at the 23rd Annual General Meeting of the Company to be held on Tuesday September 29 2015 at 1030 AM at Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046 at any adjournment thereof in respect of following resolutions
S No Resolutions
Ordinary Business
1 Adoption of Audited Financial Statements of the Company for Financial Year ended 31st March 2015 Reports of the Board of Directors and Auditors thereon
2 Re-appointment of Mr S N Shenwai (DIN 01716415) who retires by rotation
3 Appointment of Auditors and to fix their remuneration
Special Business
4 Appointment of Mr Tara Chand Jain (DIN 07144151) as an Additional Director
5 Appointment of Mr K Jhunjhunwala (DIN 00035091) as an Independent Director
6 Appointment of Mrs Silpi Chakraborty ( DIN 06923695) as an Independent Director
Signed this helliphelliphelliphellipday of helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip2015 Signature of Shareholder(s)helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature of Proxyholder(s)helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip
Notes 1 This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the AGM
2 For the Resolutions Explanatory Statement and Notes please refer to the Notice of Annual General Meeting of the Company 3 A proxy need not be a member of the Company
Affix Revenue Stamp
i
FORMB
Format of covering letter of the Annual Audit Report to be filed with the Stock Exchange
1 I Name of the Company Uniworth Limited
2 I Annual Financial Statements for the Year 31st March 2015 ended
3 I Type of Audit Qualification 1 Footnote (i) to Note No 23 regarding interest bull provision on borrowings from some of the institutions and banks which has been made in
the financial statements under simple interest method at the prevailing estimated rates applicable on such loans in absence of relevant documentsconfirmations as a result of which impact of compound interestpenal charges wherever applicable having not been ascertained as well as the note therein regarding the matter of dispute between the Company and the BankersCreditors in connection with charging of interest payment and payment of principal
2 Footnote No (ii) to Note No 23 regarding nonshyprovision of Interest on certain loans and the impact of the non-provision is not presently ascertainable
3 Footnote No 4 (i) (ii) and (iii) of Note No 15 regarding overdue Export Bills amounting to Rs 3178731 lacs outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
4 Footnote 1 of 17 regarding Claims Receivable amounting to Rs 68936 lacsdue from various banks outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
5 Footnote 3 of Note No 17 regarding advance of Rs 314473 lacs due from certain parties which in our opinion are considered doubtful of recovery against which adequate provision has not been made
6 Footnote 3 of Note No 16 relating to nonshyaccounting of withdrawals other transactions from certain Bank accounts during the year due
to rpasons stated on the said Note 16 (3) 7 Note No 30 regarding nun-compliance or
Accounting Standard (AS) 6 Depreciation Accounting due to non-adoption of Schedule - II of the Companies Act 2013 and also nonshycompliance of mandatory Accounting Policy for Depreciation required to be followed by the Company due to reasons stated in the said Note
8 In absence of any workings for impairment of assets as per Accounting Standard (AS) 28 Impairment of Assets the impact of such impairment is not ascertainable
9 Non-provision I non-compliance of Items indicated in (1) to (8) above constitute a departure from the Accounting Standards referred to in Section 133 of the Act Without considering Item Nos (1) (2) (6) (7) and (8) above whose impact on the Companys Statement of Profit and Loss is presently nonshyascertainable had the provisions indicatprI in Item Nos (3) to (5) been made (i) the Loss for the year would have increased by Rs 3562140 lacs
(ii) Trade Receivables would have decreased by Rs 3178731 lacs
(iii) Shott Term Loans and Advances would decreased by Rs 383409 lacs
(iv) The Shareholders Fund would have been lower by Rs 3562140 lacs
In our opinion and to the best of our information and according to the explanations given to us except for the like effects of the matters described in the Basis for Qualified Opinion paragraph above the aforesaid Financial Statements give the information required by the Act in the manner so required and give a true and
fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2015 and its loss and its cash flows for the year ended on that date
We draw your attention to the following matters in the Notes to the Financial Statements
1 Following Notes to the Financial Statements describe the uncertainty related to the outcome of the lawsuits lother legal matters and matters under settlements indicated therein
~~-~ or ~r gt
~~I(J~ IOfl1)
I (a)Footnote (2) to Note No4 regarding legal issues
following securitization of Secured Loans as stated in the said Note
(b)Footnote (2) of Note No 15 regarding pending adjustments of Sundry Debtors against supplies and other liabilities etc due to the buyers In absence of final settlement with the parties and non-receipt of necessary approval from concerned regulatory authority extent of the amount of adjustments so required could not be ascertained
(c) Footnote to Note No 6 regarding estimated amount of Rs 872228 lacs provided during the year 2002-03 as sales claims and commissions relating to earlier years from overseas customers of the Company which is pending for final settlement Necessary adjustments for such claims and commissions will be made after final settlement and obtaining necessary approval frommiddot the concerned regulatory authority
(d)Footnote 1 of Note No 15 and Footnote 2 of Note No 17 regarding Debtors and Advances amounting to Rs 145362 lacs and Rs 138719 lacs respectively relating to Companies which have become Sick and referred to BIFR under the Sick Industrial Companies (Special Provisions) Act 1985 As the rehabilitation scheme of these companies are pending finalisation the amount of provision if any which may be required remain unascertainable
(eNote No 32 regarding legal recourse taken by certain banks and financial institutions for recovery of their dues and the matter is sub-judice as stated in the said Note
(f) Note No 33 regarding non-compliance of certain technical formalities due to which transfer of certain borrowing facilities to a body corporate could not be made
(g)Note No 34 regarding applications made by the Company with the Reserve Bank of India from time to time for extension I setting off of certain overdue bills
(h)Note No 35 regarding Debit Note sent by a body corporate in an earlier year for unilateral transfer back of all assets not taken into cognizance by the Company in preparing these Financial Statements as stated in the said Note
~o(r_~-~ _( l~ I ))() C
Jflt ~
(i) Note No 38 regarding claims filed by a body mrporate for Rs 21625 lacs for non-fulfilment of clauses of the agrppment relating to transfer of Ilagpur Unit to them outcome of which would eventually arise on finallsation of suit
(j) tvlatters disclosed in Note No 19 relating to Entry Tax CentralCommercial Sales Tax Demands Customs Demands Professional TaxLabour casesWater Cess Electricity Duty etc disclosed under Contingent Liabilities which are contested by the Company and pending before various forums authorities for final decisions
2 Note No 4 (Footnote 4) Note No 7 (Footnote) and Note No 16 (Footnote 1) to the financial statements regarding non-receipt of confirmations in respect of borrowings from banksFinancial Institutions and also debit balances in certain current accounts with banks due to restructuring being in progress book balances thereof have been relied upon
3 Note No 27 (d) regarding balance with a related party under reconciliation
4 Footnote 2 amp 3 of Note No 4 to the financial statements regarding preparation of these financial statements on Going Concern basis for the reasons stated therein as also the fact that the Company has accumulated losses and its net worth has been fully eroded Further the Company has incurred net loss during the current and previous years and the Companys current liabilities exceeded its current assets as at the Balance Sheet date These conditions along with other matters set forth in Notes to Financial Statements indicate the existence of a material uncertainty that may cast significant doubt about the Companys ability to continue as a going concern
Our opinion is not modified in respect of these matters
Frequency of Qualification I Yearly Draw attention to relevant notes in the IThe Company has adequate system of internal Annual Financial statements and
4
controls to ensure that all assets are safeguarded and I
protected against loss and that all transactions are in the Directors Report management response to the qualification
authorized recorded and reported correctly TIle systems are designed to support the reliability of the financial and other records for preparing financial statements and other data The Statutory Auditors also discuss their comments and findings with the management as well as with the audit committee
The Company has also regularly placed before the Board Internal Audit Reports FinanCial Results with Provisional Balance Sheets Performance Review Report of various Units together with Executive Summary Current Workings and all Current matters of commercial importance and various other information as generally required under the various Stock Exchange listing Agreements
The Audit Committee reviews the efficacy of the Audit Committee chair I Additional comments from the Board
internal control mechanism and monitors the risk management policies adopted by the Company The Committee also reviews the report furnished by the internal and Statutory Auditors and ensures that suitable follow up actions are taken Besides the Committee also examines accounting taxation and disclosure aspects of all significant transactions
5 I To be signed by-CEO Managing Director FOfun~ExecutiveWhole-time Director
SIs~i Executive Director
For Uniworth Ltd
~ CFO A K Ladia
For S S Kothari amp Co Chartered Ac~ntants (ReJlistratittJo 302034E)
For Uniworth Limited
Audit Committee Chairman ~
A
- Uniworth Limited AR 2015pdf
- Attendance Slip _UL_pdf
-
Uniworth Limited76
UNIWORTH
UNIWORTHLIMITED
BOARD OF DIRECTORS
SHRIPAD NARAYAN SHENWAI (DIN 01716415) ndash Executive Director KISHORE JHUNJHUNWALA (DIN 00035091)SILPI CHAKRABORTY (DIN 06923695)TARA CHAND JAIN (DIN 07144151)SANJEEV SAXENA - MPSIDC Nominee
AUDIT COMMITTEE
KISHORE JHUNJHUNWALASILPI CHAKRABORTYSHRIPAD NARAYAN SHENWAI
COMPANY SECRETARY
SARBANI MOITRA
CHIEF FINANCIAL OFFICER
ANAND KUMAR LADIA
AUDITORS
Ms S S KOTHARI amp COChartered Accountants
BANKERSABN AMRO BANKALLAHABAD BANKBANK OF AMERICACENTURION BANK LTDDEUTSCHE BANKHDFC BANK LTDTHE FEDERAL BANK LTDSTATE BANK OF MYSORESTATE BANK OF INDIAUNITED BANK OF INDIAUTI BANK LTD
CORPORATE INFORMATIONCIN L17299WB1988PLC044984
(As on 12082015)
REGISTERED OFFICElsquoGREEN ACRESrsquo2 Nazar Ali Lane Flat - 4AKolkata - 700 019Phone 033) 400613018444012233Fax (033) 2280 3620E-mail uniworthlimitedgmailcomWebsite wwwuniworthcom
REGISTRARS
Ms CB Management Services (P) LimitedP-22 Bondel RoadKolkata - 700 019Phone (033) 4011-6700671167186723Fax (033) 4011-6739E-mail rtacbmslcom
WORKS
WOOL DIVISIONSpinning Unit (100 EOU amp DTA)Urla Growth CentreRaipur Chattisgarh
SILK DIVISIONAmriti Urla Growth CentreMalda WB Raipur Chattisgarh
Annual Report 2015 1
UNIWORTH
UNIWORTHLIMITED
NOTICE Notice is hereby given that the 27th Annual General Meeting of Uniworth Limited will be held at Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046 on Tuesday 29th day of September 2015 at 1030 AM to transact the following business
ORDINARY BUSINESS
1 To receive consider and adopt the Financial Statements of the Company for the year ended 31st March 2015 and the Reports of the Board of Directors and Auditors thereon
2 To appoint a Director in place of Mr S N Shenwai (DIN 01716415) who retires by rotation and being eligible offers himself for re-appointment
3 To appoint Auditors and to fix their remuneration
SPECIAL BUSINESS
4 To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution
RESOLVED THAT Mr Tara Chand Jain (DIN 07144151) who was appointed as an Additional Director of the Company by the Board of Directors pursuant to Section 161 of the Companies Act 2013 and Article 98 of the Companyrsquos Article of Association and who holds office upto the date of this Annual General Meeting and in respect of whom the Company has received due notice in writing under Section 160 of the Companies Act 2013 alongwith requisite deposit proposing his candidature for the Office of the Director be and is hereby appointed as a Director of the Company liable to retire by rotation
5 To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution
RESOLVED THAT pursuant to the provisions of Sections 149 150 152 and any other applicable provisions of the Companies Act 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act 2013 and Clause 49 of the Listing Agreement Mr K Jhunjhunwala (holding DIN 00035091) Director of the company whose period of office is not liable to determination by retirement of directors by rotation and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director be and is hereby appointed as an Independent Director for a tenure of 5 (Five) consecutive years up to 31st March 2020
6 To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution
RESOLVED THAT pursuant to the provisions of Sections 149 150 152 and any other applicable provisions of the Companies Act 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act 2013 and Clause 49 of the Listing Agreement Mrs Silpi Chakraborty (holding DIN 06923695) Director of the company whose period of office is not liable to determination by retirement of directors by rotation and in respect of whom the Company has received a notice in writing from a member proposing her candidature for the office of Director be and is hereby appointed as an Independent Director for a tenure of 5 (Five) consecutive years up to 31st March 2020
Registered Office By Order of the Board ldquoGREEN ACRESrdquo2 Nazar Ali Lane Flat-4AKolkata ndash 700 019 S N ShenwaiDate 12th August 2015 Executive Director
Uniworth Limited2
UNIWORTH
UNIWORTHLIMITED
NOTES
a) A member entitled to attend and vote is entitled to appoint a proxy to attend and vote on a poll instead of himself and the proxy need not be a member Proxies in order to be effective must be received at the Registered Office not less than 48 hours before the meeting
A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights A member holding more than ten percent of the total share capital of the company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder
b) The Register of Members and Transfer Books of the Company will be closed from 23rd September 2015 to 29th September 2015 both days inclusive
c) Intimation of any Change of Address should be given to the Registrar amp Transfer Agent Company immediately
d) Explanatory Statement Us 102 of the Companies Act 2013 is annexed herewith in respect of items of Special Business
e) Brief profile of the Directors seeking appointment re-appointment at the ensuing Annual General Meeting is annexed hereto in compliance of Clause 49(VIII)(E)(1) of the Listing Agreement with Stock Exchanges
f) Voting through electronic means
I In compliance with provisions of Section 108 of the Companies Act 2013 and Rule 20 of the Companies (Management and Administration) Rules 2014 as mentioned from time to time and Clause 35B of the Listing Agreement the Company is pleased to provide to the Members the facility to exercise their right to vote at the 27th Annual General Meeting (AGM) of the Company by electronic means and the business mentioned in Notice relating thereto may be transacted through the E-Voting services provided by National Securities Depository Limited (NSDL) It is clarified that it is not mandatory for a member to vote using e-facility and a member may avail of said facility at his her discretion following the procedure below
The instructions for e-voting are as under
A In case a member receives an email from NSDL [for members whose email Ids are registered with the CompanyDepository Participants (s)]
i Open email and open PDF file viz ldquoUniworth Limited e-Votingpdfrdquo with your Client ID or Folio No as password The said PDF file contains your user ID and password for e-voting Please note that the password is an initial password
ii Launch internet browser by typing the following URL httpswwwevotingnsdlcom
iii Click on Shareholder ndash Login
iv Now Enter your User ID (For Members holding shares in NSDL 8 character DPID followed by 8 Digits Client ID For Members holding shares in CDSL 16 digits beneficiary ID For Members holding shares in Physical Form should enter Folio Number registered with the company and then enter the Image verification as displayed and Click on Login
v Password change menu appears Change the password with new password of your choice with minimum 8 digitscharacters or combination thereof Note new password It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential
vi Home page of e-Voting opens Click on e-Voting Active Voting Cycles
vii Select ldquoEVENrdquo of Uniworth Limited
viii Now you are ready for e-Voting as Cast Vote page opens
ix Cast your vote by selecting appropriate option and click on ldquoSubmitrdquo and also ldquoConfirmrdquo when prompted
Annual Report 2015 3
UNIWORTH
UNIWORTHLIMITED
x Upon confirmation the message ldquoVote cast successfullyrdquo will be displayed
xi Once you have voted on the resolution you will not be allowed to modify your vote
xii Institutional shareholders (ie other than individuals HUF NRI etc) are required to send scanned copy (PDFJPG Format) of the relevant Board Resolution Authority letter etc together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote to the Scrutinizer through e-mail uniworthscrutinizergmailcom with a copy marked to evotingnsdlcoin
B In case a member receives physical copy of the Notice of AGM [for members whose email IDs are not registered with the CompanyDepository Participants (s) or requesting physical copy]
a E-voting particulars as mentioned below including initial password are provided in the Attendance Slip which is an Annexure to the Notice for E-voting
EVEN (E-Voting Event Number) USER ID PASSWORD b Please follow all the steps from Sl No (ii) to (xii) above to cast vote
II Members who do not have any access to e-voting may requisite a Physical Ballot Form from the Office of the Registrars amp Share Transfer Agents of the Company Members are required to fill the Physical Ballot Form and enclose it in a Sealed Envelope and send it ldquoTo The Scrutinizer Mr Kamal Kumar Sanganeria (Unit Uniworth Limited) Co C B Management Services Private Limited P-22 Bondel Road Kolkata ndash 700 019rdquo Unsignedwrongly signed incomplete or incorrectly ticked forms shall be rejected The Scrutinizerrsquos decision on the validity of the form will be final Members are required to vote either through the electronic system or through physical ballot and not in any other mode In the event of Members casting votes through both the processes the votes in the electronic system will be considered only The Physical Ballot Form must be received by the Scrutinizer on or before September 29 2015
III In case of any queries you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the Downloads section of https wwwevotingnsdlcom or call on Toll Free No 1800222990
IV If you are already registered with NSDL for e-voting then you can use your existing user ID and password for casting your vote
V You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s)
VI The e-voting period commences on September 26 2015 (900 am) and ends on September 28 2015 (500 pm) During this period shareholdersrsquo of the Company holding shares either in physical form or in dematerialized form as on the cut-off date of September 22 2015 may cast their vote electronically The e-voting module shall be disabled by NSDL for voting thereafter Once the vote on a resolution is cast by the shareholder the shareholder shall not be allowed to change it subsequently
VII The voting rights of Shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on September 29 2015
VIII Any person who acquires shares of the company and becomes a Member of the Company after the dispatch of the AGM Notice and holds shares as on the cut off date ie September 22 2015 may obtain the login id and password by sending a request at evotingnsdlcoin However if you are already registered with NSDL for E-voting then you can use your existing User Id and password for casting your vote If you have forgotten your password you may reset your password by using ldquoforgot User DetailsPasswordrdquo option available on httpswwwevotingnsdlcom
IX Members who have cast their vote by E-voting prior to the Annual General Meeting may also attend the Meeting but shall not be entitled to vote again at the AGM
X Shri Kamal Kumar Sanganeria (Membership No FCS 2643) practicing company secretary and proprietor of K K Sanganeria amp Associates Kolkata has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner
Uniworth Limited4
UNIWORTH
UNIWORTHLIMITED
XI The Scrutinizer shall after the conclusion of voting at the general meeting will first count the votes cast at the meeting and thereafter unblock the votes cast through e-voting in the presence of at least two witnesses not in the employment of the Company and shall make not later than three days of the conclusion of the AGM a consolidated scrutinizerrsquos report of the total votes cast in favour or against if any to the Chairman or a person authorized by him in writing who shall countersign the same and declare the result of the voting forthwith
XII The Results declared along with the Scrutinizerrsquos Report shall be placed on the Companyrsquos website wwwuniworthcom and on the website of NSDL wwwevotingnsdlcom immediately after the declaration of result by the chairman or a person authorized by him in writing The results shall also be immediately communicated to the Calcutta Stock Exchange Limited and BSE Limited
g) MembersProxies should bring the Attendance Slip duly filled in for attending the Meeting
MEMBERS ARE REQUESTED TO BRING THEIR COPIES OF THE ANNUAL REPORT TO THE MEETING
ANNEXURE TO THE NOTICE
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013 IN RESPECT OF SPECIAL BUSINESS
Item No 4Mr Tara Chand Jain who was appointed as an Additional Director of the Company with effect from 31st March 2015 in terms of Section 161 of the Companies Act 2013 and Article 98 of the Article of Association of the Company vacates his office at this Annual General Meeting A notice under Section 160 of the Companies Act 2013 alongwith requisite deposit has been received by the Company from a member proposing the appointment of Mr Tara Chand Jain as a Director of the Company liable to retire by rotationThe proposed resolution is recommended for adoption None of the DirectorsKey Managerial Personnel of the Company and their relatives is concerned or interested financially or otherwise except Mr Tara Chand Jain is concerned andor interested in the aforesaid resolutionItem No 5Mr K Jhunjhunwala is a Non-Executive Independent Director of the Company He joined the Board of Directors of the Company on 31st December 2004 and continues to hold the said office since then Mr Jhunjhunwala is a Qualified Chartered Accountant having wide experience in Accounts Finance Legal and Management He is also a Director in Mercury Fund Management Company Ltd Discovery Infoways Ltd Discovery Institute of Information Technology Ltd Prudential Sugar Corporation Ltd Ami Computers (India) Ltd Sumerai Exports Pvt Ltd Ami Capital Markets Ltd W Newman amp Co Ltd Winner Vanijya Pvt Ltd Deccan Remedies LtdKejriwal Trading Co Ltd Prarambh Vidyangan Pvt Ltd Rishab Tradecomm Pvt Ltd Dynamic Dealtrade Pvt Ltd Maninag Tradelink Pvt Ltd Goldview Properties Pvt Ltd and Growmore Infrastructure Pvt LtdHe does not hold either directly or indirectly any Equity Shares of the CompanyMr Jhunjhunwala is Director whose period of office is liable to determination by retirement of directors by rotation under the erstwhile applicable provisions of the Companies Act 1956 In terms of Section 149 and other applicable provisions of the Companies Act 2013 Mr Jhunjhunwala being eligible and offering himself for appointment is proposed to be appointed as an Independent Director for a tenure of five consecutive years upto 31st March 2020 A notice has been received from a member proposing Mr Jhunjhunwala as a candidate for the office of Director of the CompanyIn the opinion of the Board Mr Jhunjhunwala fulfils the conditions specified in the Companies Act 2013 and rules made thereunder for his appointment as an Independent Director of the company and is independent of the management Copy of the draft letter for appointment of Mr Jhunjhunwala as an Independent Director would be available for inspection without any fee by the members at the Registered Office of the Company during normal business hours on any working day excluding SaturdayThe Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Mr Jhunjhunwala as an Independent Director Accordingly the Board recommends
Annual Report 2015 5
UNIWORTH
UNIWORTHLIMITED
the resolution for your approvalExcept Mr Jhunjhunwala being an appointee none of the DirectorsKey Managerial Personnel of the Company and their relatives is concerned or interested financially or otherwise in the resolution set out at item No 5 This Explanatory Statement may also be regarded as a disclosure under Clause 49 of the Listing agreement with the Stock ExchangeItem No 6Mrs Silpi Chakraborty is a Non-Executive Independent Director of the Company She joined the Board of Directors of the Company on 14th July 2014 and continues to hold the said office since then She does not hold Directorship of any other Company and Membership of Committees of the Board of any other CompanyMrs Silpi Chakraborty is senior professional having wide exposure and experience in various affairs of Secretarial Management and Administration In terms of Section 149 and other applicable provisions of the Companies Act 2013 Mrs Silpi Chakraborty being eligible and offering herself for appointment is proposed to be appointed as an Independent Director for a tenure of five consecutive years upto 31st March 2020 A notice has been received from a member proposing Mrs Silpi Chakraborty as a candidate for the office of Director of the CompanyShe also holds 700 Equity Shares of the CompanyIn the opinion of the Board Mrs Silpi Chakraborty fulfils the conditions specified in the Companies Act 2013 and rules made thereunder for her appointment as an Independent Director of the company and is independent of the management Copy of the draft letter for appointment of Mrs Silpi Chakraborty as an Independent Director would be available for inspection without any fee by the members at the Registered Office of the Company during normal business hours on any working day excluding SaturdayThe Board considers that her continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Mrs Silpi Chakraborty as an Independent Director Accordingly the Board recommends the resolution for your approvalExcept Mrs Silpi Chakraborty being an appointee none of the DirectorsKey Managerial Personnel of the Company and their relatives is concerned or interested financially or otherwise in the resolution set out at item No 6 This Explanatory Statement may also be regarded as a disclosure under Clause 49 of the Listing agreement with the Stock ExchangeParticulars relating to Directors seeking appointment re-appointment pursuant to Clause 49(VIII)(E)(1) of the Listing AgreementMr Tara Chand Jain Mr Tara Chand Jain is professional having wide exposure and experience in Accounts and Finance He was appointed as an Additional Director of the Company on 31032015 He does not hold Directorship of any other Company and Membership of Committees of the Board of any other Company He also does not hold either directly or indirectly any Equity Shares of the CompanyMr K Jhunjhunwala Mr K Jhunjhunwala is a Qualified Chartered Accountant having wide experience in Accounts Finance Legal and Management He was appointed as a Director of the Company on 31122004 and continues to hold the said office since then He is also a Director of Mercury Fund Management Company Ltd Discovery Infoways Ltd Discovery Institute of Information Technology Ltd Prudential Sugar Corporation Ltd Ami Computers (India) Ltd Sumerai Exports Pvt Ltd Ami Capital Markets Ltd W Newman amp Co Ltd Winner Vanijya Pvt Ltd Deccan Remedies Ltd Kejriwal Trading Co Ltd Prarambh Vidyangan Pvt Ltd Rishab Tradecomm Pvt Ltd Dynamic Dealtrade Pvt Ltd Maninag Tradelink Pvt Ltd Goldview Properties Pvt Ltd and Growmore Infrastructure Pvt Ltd He holds in some companies membership of committees of the Board He also does not hold either directly or indirectly any Equity Shares of the CompanyMrs Silpi Chakraborty Mrs Silpi Chakraborty is senior professional having wide exposure and experience in various affairs of Secretarial Management and also in Project Management and Administration She was appointed as a Director of the Company on 14072014 and continues to hold the said office since then She does not hold Directorship of any other Company and Membership of Committees of the Board of any other Company She also holds 700 Equity Shares of the Company
Uniworth Limited6
UNIWORTH
UNIWORTHLIMITED
GREEN INITIATIVES ndash on sending Annual Report and Accounts to the members of the Company through electronic mode
This initiative is pursuant to two Circulars bearing nos 172011 and 182011 dated 21st April 2011 and 29th April 2011 respectively issued by the Ministry of Corporate Affairs Govt of India
Under the aforesaid Circulars service of documents including Annual Reports and Accounts upon the shareholders through e-mail ndash shall be in compliance with Section 20 of the Companies Act 2013
The Shareholders (whether holding shares in physical or electronic mode) who are interested to receive soft copy of the Annual Reports and Accounts of the Company on and from the year ie 2011-12 are requested to register their respective e-mail ids at the web-page of our Registrar amp Share Transfer Agent C B Management Services (P) Ltd at wwwcbmslcomgreenphp
Mr S N ShenwaiMr S N Shenwai has long association with the Company with multi-functional experience in Textiles Industry in Accounts Projects and Commercial Functions He does not hold Directorship of any other Company and Membership of Committees of the Board of any other Company He also does not hold either directly or indirectly any Equity Shares of the Company
Registered Office By Order of the Board ldquoGREEN ACRESrdquo2 Nazar Ali Lane Flat-4AKolkata ndash 700 019 S N ShenwaiDate 12th August 2015 Executive Director
Annual Report 2015 7
UNIWORTH
UNIWORTHLIMITED
Your Directors have pleasure in presenting their 27th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March 2015
FINANCIAL HIGHLIGHTS
During the year under review performance of your company is as under
Particulars 31st March 2015 (Rs in Lacs)
31st March 2014(Rs in Lacs)
Total Income 1391658 1391288Profit(Loss) before Interest and Depreciation Before prior period adjustment 143381 132028Previous year adjustments amp Extra Ordinary Items 29040 5370Profit (Loss) before Interest and Depreciation 114341 126658Less Interest for the year 536119 536116Profit (Loss) before Depreciation (421778) (409458)Less Depreciation 42727 42824Profit (Loss) before Tax (464505) (452282)Less Provision for taxation ndash ndashProfit (Loss) after Tax for the year (464505) (452282)Add Balance Brought Forward from the Previous year (9585820) (9133538)Profit(Loss) carried to Balance Sheet (10050325) (9585820)
STATE OF COMPANYrsquoS AFFAIRS AND FUTURE OUTLOOK During the year under review total revenue remained almost at same level to Rs 13917 crores as against Rs 13913 crores in the previous year There was a cash profit to the tune of Rs 1434 crores as against Rs 1320 crores before interest and Depreciation in the previous year Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources
BUSINESS OUTLOOK Demand for textile products have been on the fall for the higher end products like wool rich products due to global recession and have been the reason for not so encouraging top line Coupled with this sporadic fiscal instability in certain global markets was a cause of concern Although the demand for the same has started showing some improving trends and hence the company is optimistic and continuing its vigorous efforts in domestic as well as in foreign market
PROCESS OF RESTRUCTURING Under the provisions of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) ARCIL had taken over possession of the secured assets of the Companyrsquos plants and appointed Indoworth India Limited as the Custodian of such assets The Companyrsquos business continued throughout the year as usual However the matter is subjudice in various suits before the Calcutta High Court and other Forums and necessary adjustments in the financial statements if required would be made upon final adjudication of proceedings The matter is subjudice and writ petition is pending before the Honrsquoble High Court Calcutta
MATERIAL CHANGE AND COMMITMENTS AFTER THE BALANCE SHEET DATEThere have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of this report
DIVIDEND In view of huge accumulated losses the Directors regret their inability to recommend any dividend for the Financial Year 2014-15
DIRECTORSrsquo REPORT TO THE MEMBERS
Uniworth Limited8
UNIWORTH
UNIWORTHLIMITED
DEPOSITS
The Company has neither invited nor accepted deposits from the public within the meaning of Section 73 of the Companies Act 2013 and the rules made there under
DIRECTORSrsquo RESPONSIBILITY STATEMENT
In compliance of Section 134 (5) of the Companies Act 2013 your Directors state as follows
a) That in the preparation of accounts applicable accounting standards have been followed and there are no material departures
b) That appropriate accounting policies have been selected and applied consistently with reasonable and prudent judgements and estimates so as to give true and fair view of the state of affairs of the Company
c) That proper and sufficient care have been taken for the maintenance of adequate accounting records for safeguarding assets and for preventing fraud and other irregularities
d) That the Annual Accounts have been prepared on a going concern basis
e) That internal financial controls had been laid down and are adequate and operating effectively
f) That proper systems had been devised to ensure compliance with the provision of all applicable laws and such systems are adequate and operating effectively
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr S N Shenwai (DIN 01716415) retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment
Since the last Annual General Meeting Mr Tara Chand Jain (DIN 07144151) has been appointed as Additional Director of the Company wef 31032015 Appropriate Resolution seeking your approval for his appointment is appearing in the Notice convening the Annual General Meeting
DECLARATION FROM INDEPENDENT DIRECTOR
The Independent Directors has submitted their Disclosures to the Board that they fulfill all the requirements as stipulated under section 149 (6) of the Companies Act 2013 so as to qualify themselves to be appointed as Independent Directors
PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186
Details of Loans Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013 forms part of the Financial Statements
TRANSACTION WITH RELATED PARTY
Related party transactions that were entered during the financial year were on armrsquos length basis and in the ordinary course of business There were no materially significant related party transactions which were in conflict of the Company
AMOUNTS TRANSFERRED TO RESERVES
In view of huge accumulated losses the Directors regret their inability to recommend any amount to be transferred to reserves for the Financial Year 2014-15
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The details pertaining to conservation of energy technology absorption foreign exchange earnings and outgo are provided as Annexure I which forms part of this report
RISK MANAGEMENT
A comprehensive risk management policy for the purpose of management policy in the Company for periodical review by the Board of Directors is in place In addition Risk Management issues are generally discussed in the Audit Committee
Annual Report 2015 9
UNIWORTH
UNIWORTHLIMITED
CORPORATE SOCIAL RESPONSIBILITIES
The provisions of Section 135 of the Act in connection with Corporate Social Responsibility are not applicable to the Company since the Company falls below the threshold limits
BOARD EVALUATION
The board of directors has carried out an annual evaluation of its own performance Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (ldquoSEBIrdquo) under Clause 49 of the Listing Agreements (ldquoClause 49rdquo)
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure effectiveness of board processes information and functioning etc
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees effectiveness of committee meetings etc
The Board and the Nomination and Remuneration Committee (ldquoNRCrdquo) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in meetings etc In addition the Chairman was also evaluated on the key aspects of his role
In a separate meeting of independent Directors performance of non-independent directors performance of the board as a whole and elected Chairman of the each meeting was evaluated taking into account the views of executive directors and non-executive directors The same was discussed in the board meeting that followed the meeting of the independent Directors at which the performance of the Board its committees and individual directors was also discussed
CORPORATE GOVERNANCE
As a Listed Company necessary measures are taken to comply with Clause 49 and all other applicable provisions of Listing Agreements with the Stock Exchanges and other Company Law requirements A report on Corporate Governance along with a certificate from the Auditors is annexed hereto and forms part of this Report
NUMBER OF BOARD MEETINGS
During the Financial Year 2014-15 the Board of Directors of the company met six times details of the meetings has been given in the Corporate Governance Report which forms part of this report
AUDIT COMMITTEE
The Details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms part of this report
NOMINATION amp REMUNERATION COMMITTEE
The Details pertaining to composition of Nomination amp Remuneration Committee are included in the Corporate Governance Report which forms part of this report
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Details pertaining to composition of Stakeholders Relationship Committee are included in the Corporate Governance Report which forms part of this report
AUDITORSrsquo REPORT
The observations of the Auditorsrsquo Report have been dealt with in the Notes to Financial Statement and being self-explanatory do not call for any further clarifications
AUDITORS
Ms S S Kothari amp Co Chartered Accountants Auditors of the Company are retiring at the ensuing Annual General Meeting and are eligible for re-appointment
Uniworth Limited10
UNIWORTH
UNIWORTHLIMITED
COST AUDITOR
Your Company had appointed Ms Sanat Joshi amp Associates Cost Accountants as Cost Auditors with the approval of the Central Government for audit of cost records maintained by the Company for the financial year 2015-2016 SECRETARIAL AUDITOR In terms of Section 204 of the Companies Act 2013 the Board of Directors at their meeting held on 29th May 2015 have appointed Ms K K Sanganeria amp Associates Practicing Company Secretaries as Secretarial Auditor for conducting Secretarial Audit of the Company for the Financial Year 2015-16 Report of the Secretarial Auditor for the financial year ended 31032015 is given as an Annexure II which forms part of this reportBOARDS VIEW During the year under Review the Company continued to be under BIFR as a Sick Industrial Undertaking The matter is subjudice before the Court of Law As regards appointment of full time Company Secretary the company is on the lookout for suitable candidates and the compliance of the requirement shall be met shortly The Company has disputed the repayment of due The loss and damages caused to the borrower by the lender is much more than the amount lent Hence figures of the borrowed amount shown in the balance sheet after due adjustments with the said loss and damages may result in entitlement to recover substantial amount from the lender Under these facts and circumstances the figures of borrowed amount in this balance sheet cannot be considered as admission if any of the claim of lender(s)EXTRACT OF ANNUAL RETURN As provided under Section 92 (3) of the Companies Act 2013 the extract of Annual Return is given in Annexure III in the prescribed form MGT-9 which forms part of this reportPOLICY ON PREVENTION OF SEXUAL HARASSMENTThe company is committed to provide a safe and conducive work environment to its employee and has formulated ldquoPolicy for Prevention of Sexual Harassmentrdquo During the financial year ended 31st March 2015 the Company has not received any complaints pertaining to Sexual HarassmentINDUSTRIAL RELATIONS Industrial Relations continued to remain cordial throughout the year Your Directors wish to place on record their appreciation for dedicated and sincere services rendered by the executives staff and workmen at all levelsACKNOWLEDGEMENT Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government Financial Institutions Banks Shareholders and others during the year under review
On Behalf of the Board
Place Kolkata S N Shenwai T C Jain Date 29th May 2015 Executive Director Director
ANNEXURE - I TO THE DIRECTORS REPORT Particulars of Energy Conservation Technology Absorption and Foreign Exchange Earnings amp Outgo required under the Companies (Accounts) Rules 2014
A ENERGY CONSERVATION
As the cost per unit of Electricity Furnace Oil amp Coal is regularly increasing it is our consistent endeavor to bring saving in energy consumption Periodic energy audits are conducted to improve energy performance and in line of that we have taken following steps to ensure conservation of the energy
1) Changing of energy efficient LED Lights in place of Fluorescent Lights
2) Installation of Inverters in Ring Frame Machinery which ensures energy saving
3) Modification of compressor pipe line for energy conservation
Annual Report 2015 11
UNIWORTH
UNIWORTHLIMITED
B TECHNOLOGY ABSORPTION
TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION 1 Efforts in brief made towards technology
absorption adaptation and innovation The Company always keep close contact with
IWS CSIR and other Internationals Indian Research Institutes like Inter Wool Lab Silk Board etc Various technical experts give their view and suggestion for improving technology Technical Staff of the Company are sent abroad for training in new technology
2 Benefit derived as a result of the above efforts eg products improvement cost reduction product development import substitution etc
Benefits derived are -
Better capacity utilization in machine with improved quality
Improvement in productivity per spindle and reduction in cost
By optimizing relative temperature and relative humidity the company has saved considerable amount By using the latest technology based energy efficient fuses chokes tube light ballasts and power cables etc the Company has achieved a significant savings on electricity consumption
3 In case of imported technology (Imported during last 5 years reckoned from the beginning of the financial year) following information may be furnisheda) Technology imported Not Applicableb) Year of Import Not Applicablec) Status of Implementation Not Applicable
RESEARCH amp DEVELOPMENT (R amp D) 1 Specified areas in which R amp D
Carried out by the Company Continuous improvement in Quality Standards
to match the International Markets
Due to in house Research and Development Activities following products were developed and launched during the year
i) Wool Wool blended with Polyester yarn
ii) Siro and Siro lycra yarn in Wool and Polywool
iii) PolyesterViscose amp polyster Acrylic yarn
iv) Blending of Silk with Wool Nylon and Viscose
Continuous technological and market innovation to match the changed requirements of the markets
Incorporated dyeing automation for better receipe management amp consistency in shades
Uniworth Limited12
UNIWORTH
UNIWORTHLIMITED
Research amp Development lab and pilot plant in Dyeing Department started developing all kinds of shades
2 Benefit derived as a result of the above R amp D Implemented ISO-9001-2008 ndash new quality management system duly certified by BIS during the year
3 Future plan of action Strengthening the research on quality improvement
To achieve total quality management cost reduction
4 Expenditure on R amp Da) Capital NILb) Recurring Expenses incurred are charged to respective
heads and are not allocated separately
FOREIGN EXCHANGE EARNINGS AND OUTGO (` in Lacs)
2014-2015 2013-2014a) Foreign Exchange Earnings 125682 77602b) Foreign Exchange Outgo
i) CIF Value of ImportsRaw Material 1159 130998Capital Goods ndash ndashComponents amp Spare Parts 16916 20704
ii) Others 32234 9516
Annual Report 2015 13
UNIWORTH
UNIWORTHLIMITED
ANNEXURE - II
SECRETARIAL AUDIT REPORT
FORM NO MR-3
FOR THE FINANCIAL YEAR ENDED MARCH 31 2015[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No 9 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014]
ToThe MembersUniworth Limited
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Uniworth Limited (hereinafter called the Company) Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereon Based on my verification of Uniworth Limitedrsquos books papers minute books forms and returns filed and other records maintained by the Company and also the information provided by the Company its officers agents and authorized representatives during the conduct of secretarial audit I hereby report that in my opinion the Company has during the audit period covering the financial year ended March 31 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent in the manner and subject to the reporting made hereinafter
I have examined the books papers minute books forms and returns filed and other records maintained by the Company for the financial year ended on March 31 2015 according to the provisions of
(1) The Companies Act 2013 (the Act) and the rules made there under
(2) The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules made thereunder
(3) The Depositories Act 1996 and the Regulations and bye-laws framed thereunder
(4) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and External Commercial Borrowings
(5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (lsquoSEBI Actrsquo)-
a The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2013
b The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 1992
c The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(6) Employees Provident Fund and Miscellaneous Provisions Act 1952
(7) Employees State Insurance Act 1948
(8) Environment Protection Act 1986 and other environmental laws
(9) Factories Act 1948
(10) Hazardous Wastes (Management and Handling) Rules 1989 and Amendment Rule 2003
(11) Indian Contract Act 1872
(12) Income Tax Act 1961 and Indirect Tax Laws
(13) Indian Stamp Act 1999
Uniworth Limited14
UNIWORTH
UNIWORTHLIMITED
(14) Industrial Dispute Act 1947
(15) Maternity Benefits Act 1961
(16) Minimum Wages Act 1948
(17) Payment of Bonus Act 1965
(18) Payment of Gratuity Act 1972
(19) Payment of Wages Act 1936 and other applicable labour laws
I have also examined compliance with the applicable clauses of the following
(i) Secretarial Standards issued by The Institute of Company Secretaries of India
(ii) The Listing Agreements entered into by the Company with BSE Limited and the Calcutta Stock Exchange Limited
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above
I report that Company has no full time Company Secretary as required by the Companies Act 2013
I further report that during the year under Review the Company continued to be under BIFR as a Sick Industrial Undertaking The matter is subjudice before the Court of Law
I further report that Redemption of Debentures is under default
I further report that this report also refer the Statutory Auditors Report dated 29th May 2015 specially the basis for their qualified opinion as mentioned therein
I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non Executive Directors and Independent Directors
The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act
Adequate notice is given to all Directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting
Majority decision is carried through while the dissenting membersrsquo views are captured and recorded as part of the minutes
I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws rules regulations and guidelines
I further report that during the audit period there were no instances of
(i) Public Rights Preferential issue of shares debentures sweat equity
(ii) Redemption buy-back of securities
(iii) Major decisions taken by the Members in pursuance to Section 180 of the Companies Act 2013
(iv) Merger amalgamation reconstruction etc
(v) Foreign technical collaborations
This Report is to be read with our letter which is annexed as Annexure A and Forms an Integral part of this report
Kamal Kumar Sanganeria K K Sanganeria amp AssociatesPlace Kolkata FCS No 2643Date 27052015 CP No 3880
Annual Report 2015 15
UNIWORTH
UNIWORTHLIMITED
ANNEXURE - II SECRETARIAL AUDIT REPORT (Contd)
lsquoAnnexure Arsquo(To the Secretarial Audit Report of Ms Uniworth Limited for the financial year ended 31032015)
ToThe MembersUniworth LimitedGreen Acres 2 Nazar Ali LaneFlat- 4A Kolkata ndash 700 019
Our Secretarial Audit Report for the financial year ended 31032015 of even date is to be read along with this letter
1 Maintenance of secretarial record is the responsibility of the management of the Company Our responsibility is to express an opinion on these secretarial records based on our audit
2 We have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records The verification was done on test basis to ensure that correct facts are reflected in secretarial records We believe that the processes and practices we followed provide a reasonable basis for our opinion
3 We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company
4 Where ever required we have obtained the Management representation about the compliance of laws rules and regulation and happening of events etc
5 The compliance of the provisions of Corporate and other applicable laws rules regulations standards is the responsibility of management Our examination was limited to the verification of procedure on test basis
6 The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company
Kamal Kumar Sanganeria K K Sanganeria amp AssociatesPlace Kolkata FCS No 2643Date 27052015 CP No 3880
Uniworth Limited16
UNIWORTH
UNIWORTHLIMITED
ANNEXURE III
FORM NO MGT ndash 9EXTRACT OF ANNUAL RETURN
as on the financial year ended 31032015
[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014]
I REGISTRATION AND OTHER DETAILS
CIN L17299WB1988PLC044984
Registration Date 11th August 1988
Name of the Company Uniworth Limited
Category SubndashCategory of the Company Company having Share Capital
Address of the Registered office and contact details Green Acres 2 Nazar Ali Lane Flat ndash4 A Kolkata ndash 700 019
Whether listed company Yes
Name Address and Contact details of Registrar and Transfer Agent if any
C B Management Services (P) Ltd Pndash22 Bondel Road Kolkatandash 700 019 Tel No (033) 4011ndash6700671167186723
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the company shall be stated
Name and Description of main products services
NIC Code of the Productservice
to total turnover of the company
Worsted Yarn 13113 56
Silk Yarn 13112 44
III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
Sl No
Name and address of the Company
CINGLN Holding SubsidiaryAssociate
of share held
Applicable Section
None
Annual Report 2015 17
UNIWORTH
UNIWORTHLIMITED
IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Categoryndashwise Share Holding
Category of Shareholders
No of Shares heldat the beginning of the year
No of Shares held at the end of the year
Change during
the yearDemat Physical Total of Total
Shares
Demat Physical Total of Total
Shares
A Promoters(1) Indian(a) Individual HUF 3743343 595518 4338861 1277 3743343 595518 4338861 1277 ndash(b) Central Govt or State Govt
ndash ndash ndash ndash ndash ndash ndash ndash ndash
(c) Bodies Corporate 365854 1401825 1767679 520 365854 1401825 1767679 520 ndash(d) BankFI ndash ndash ndash ndash ndash ndash ndash ndash ndash(e) Any other ndash ndash ndash ndash ndash ndash ndash ndash ndashSUB TOTAL (A)(1) 4109197 1997343 6106540 1797 4109197 1997343 6106540 1797 ndash(2) Foreigna) Individuals (Non- Residents Individuals Foreign Individuals)
ndash ndash ndash ndash ndash ndash ndash ndash ndash
b) Bodies Corp ndash 6924975 6924975 2038 ndash 6924975 6924975 2038 ndashc) Institutions ndash ndash ndash ndash ndash ndash ndash ndash ndashd) Qualified Foreign Investor
ndash ndash ndash ndash ndash ndash ndash ndash ndash
e) Any Others (Specify) ndash ndash ndash ndash ndash ndash ndash ndash ndashSubndashtotal (A)(2) ndash 6924975 6924975 2038 ndash 6924975 6924975 2038 ndashTotal shareholding of Promoter (A) = (A)(1)+(A)(2)
4109197 8922318 13031515 3834 4109197 8922318 13031515 3834 ndash
B Public Shareholding1 Institutionsa) Mutual Funds 4393 18837 23230 007 4393 18837 23230 007 ndashb) Banks FI 5910 22122 28032 008 5910 22122 28032 008 ndashc) Central Govt State Govt(s)
- 750000 750000 221 - 750000 750000 221 ndash
d) Venture Capital Funds - - - - - - - - ndashe) Insurance Companies 52003 150 52153 015 52003 150 52153 015 ndashf) Foreign Institutional Investors
- 4300 4300 001 - 4300 4300 001 ndash
g) Foreign Venture Capital Funds
- - - - - - - - ndash
h) Others (specify) - - - - - - - - ndash
Subndashtotal (B)(1) 62306 795409 857715 252 62306 795409 857715 252 ndash
Uniworth Limited18
UNIWORTH
UNIWORTHLIMITED
Category of Shareholders
No of Shares heldat the beginning of the year
No of Shares held at the end of the year
Change during
the yearDemat Physical Total of Total
Shares
Demat Physical Total of Total
Shares
2 NonndashInstitutionsa) Bodies Corp 613433 183426 796859 234 636728 179326 816054 240 006
b) Individuals
i) Individual shareholders holding nominal share capital upto ` 1 lakh
5599497 12145144 17744641 5221 5492191 12106631 17598822 5178 (043)
ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh
1249696 198195 1447891 426 1375936 198195 1574131 463 037
c) Any Others (specify)
i) NRI-Rep 18337 73775 92112 027 16987 73775 90762 027 000
ii) NRI-Non Rep 8676 ndash 8676 003 10642 ndash 10642 003 000
d) Trust 193 ndash 193 000 193 ndash 193 000
e) Clearing Member 6641 ndash 6641 002 6409 ndash 6409 002 000
Subndashtotal (B)(2) 7496473 12600540 20097013 5913 7539086 12557927 20097013 5913 ndashTotal Public Shareholding (B)=(B)(1) + (B)(2)
7558779 13395949 20954728 6166 7601392 13353336 20954728 6166 ndash
C Shares held by Custodian for GDRs amp ADRs
ndash ndash ndash ndash ndash ndash ndash ndash ndash
Grand Total (A+B+C) 11667976 22318267 33986243 10000 11710589 22275654 33986243 10000 ndash
Annual Report 2015 19
UNIWORTH
UNIWORTHLIMITED
(ii) Shareholding of Promoters
Shareholderrsquos Name Shareholding at the beginning of the year
Share holding at the end of the year
change in share holding
during the year
No of Shares
of total Shares of the
Company
of Shares Pledged encum-bered
No of shares
of total Shares of the
Company
of Shares Pledgedencum-bered
RBProperties Private Limited 365854 108 ndash 365854 108 ndash ndash
Uniworth Securities Limited 1400 000 ndash 1400 000 ndash ndash
Uniworth Textiles Limited 1260250 371 ndash 1260250 371 ndash ndash
Uniworth Services Private Limited
140175 041 ndash 140175 041 ndash ndash
Aviante International Limited 6924975 2038 ndash 6924975 2038 ndash ndash
Aman Lohia 1151025 339 ndash 1151025 339 ndash ndash
Meena Lohia 1374250 404 ndash 1374250 404 ndash ndash
Megha Lohia 1218068 358 ndash 1218068 358 ndash ndash
Meena Lohia 595518 175 ndash 595518 175 ndash ndash
Total 13031515 3834 ndash 13031515 3834 ndash ndash
(iii) Change in Promoters Shareholding (Please specify if there is no change)
Shareholderrsquos Name Shareholding at the beginning of the
year
Date wise increase (decrease) in shareholding during the year
Cumulative Shareholding at the end of the year
No of Shares
of total Shares of the
Company
Date No of Shares
Nature No of shares
of total Shares of the
CompanyRBProperties Private Limited
365854 108 NIL NIL NIL 365854 108
Uniworth Securities Limited
1400 000 NIL NIL NIL 1400 000
Uniworth Textiles Limited 1260250 371 NIL NIL NIL 1260250 371Uniworth Services Private Limited
140175 041 NIL NIL NIL 140175 041
Aviante International Limited
6924975 2038 NIL NIL NIL 6924975 2038
Aman Lohia 1151025 339 NIL NIL NIL 1151025 339
Meena Lohia 1374250 404 NIL NIL NIL 1374250 404
Megha Lohia 1218068 358 NIL NIL NIL 1218068 358
Meena Lohia 595518 175 NIL NIL NIL 595518 175
Uniworth Limited20
UNIWORTH
UNIWORTHLIMITED
(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters and Holders of GDRs and ADRs)
Shareholderrsquos Name Shareholding at the beginning of the
year
Date wise increase (decrease) in shareholding during the year
Cumulative Shareholding at the end of the year
No of Shares
of total Shares of the
Company
Date No of Shares
Nature No of shares
of total Shares of the
CompanyMadhya Pradesh State Industrial Development Corporation Limited
750000 221 Nil Nil Nil 750000 221
Saurav Gupta201163 059 25042014 5408 TransferBuy 206571 061
18092014 2100 TransferBuy 208671 061Sanjeev Sureka 63952 019 Nil Nil Nil 63952 019
Asha Sanjay Tibdewal 57555 017
18042014 1375 TransferBuy 58930 017
10102014 1 TransferBuy 58931 017
24102014 (1023) TransferSell 57908 017
31102014 (10) TransferSell 57898 017
United India Insurance Company Limited
52003 015 Nil Nil Nil 52003 015
Lata Bhanshali 49210 014 Nil Nil Nil 49210 014
Sanjay Nandlal Tibdewal 49145 014 30092014 25043 TransferBuy 74188 022
24102014 (1500) TransferSell 72688 021
31102014 (500) TransferSell 72188 021
Alom Extrusions Limited 48100 014 Nil Nil Nil 48100 014
Niket Jhunjhunwala 45540 013 Nil Nil Nil 45540 013
Riyajuddin Khan 40032 012
25042014 (13) TransferSell 40019 012
02052014 (30017) TransferSell 10002 003
16052014 (9992) TransferSell 10 000
30052014 (10) TransferSell 0 000
Annual Report 2015 21
UNIWORTH
UNIWORTHLIMITED
(v) Shareholding of Directors and Key Managerial Personnel
Shareholderrsquos Name Shareholding at the beginning of the year
Date wise increase (decrease) in shareholding during the year
Cumulative Shareholding at the end of the year
No of Shares
of total Shares of the
Company
Date No of Shares
Nature No of shares
of total Shares of the
CompanySilpi Chakraborty 700 000 NIL NIL NIL 700 000
Sanjeev Saxena 600 000 NIL NIL NIL 600 000
V INDEBTEDNESS Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Loans excluding deposits
Unsecured Loans
Deposits Total Indebtedness
Indebtedness at the beginning of the financial yeari) Principal Amount 4936931 917455 1355 5855741ii) Interest due but not paid 6670403 -- -- 6670403iii) Interest accrued but not due -- -- -- --Total (i+ii+iii) 11607334 917455 1355 12526144Change in Indebtedness during the financial yearbull Addition 576543 -- -- 576543bull Reduction (2) -- (20) (22)Net Change 576541 -- (20) 576521Net Change Indebtedness at the end of the financial yeari) Principal Amount 4977356 917455 1335 5896146ii) Interest due but not paid 7206519 -- -- 7206519iii) Interest accrued but not due -- -- -- --Total (i+ii+iii) 12183875 917455 1335 13102665
Uniworth Limited22
UNIWORTH
UNIWORTHLIMITED
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A Remuneration to Managing Director Wholendashtime Directors andor Manager
Sl No Particulars of Remuneration Name of the Whole-time Directors
Total Amount (In Lacs)
S C Kalra S N Shenwai1 Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act 1961
098 809 907
(b) Value of perquisites us 17(2) Income Tax Act 1961 303 064 367
(c ) Profit in lieu of salary under Section 17(3) Income Tax Act 1961
- - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -
- As of profit - - -
- Others specify - - -
5 Others please specify - - -
Total (A) 401 873 1274
Ceiling as per the Act 4200
B Remuneration to other Directors
Sl No Particulars of Remuneration Name of the Directors Total Amount
(Rs)S C
MajumderK
JhunjhunwalaSilpi
ChakrabortyT C Jain Sanjeev
Saxena1 Independent Directors
bull Fee for attending board committee meetings
- 16000 14000 - - 30000
bull Commission - - - - - -
bull Others please specify - - - - - -
Total (1) - 16000 14000 - - 30000
2 Other Non-Executive Directorsbull Fee for attending board committee
meetings 4000 - - - - 4000
bull Commission - - - - - -
bull Others please specify - - - - - -
Total (2) 4000 - - - - 4000
Total (B)=(1+2) 4000 16000 14000 - - 34000
Total Managerial Remuneration 1308000
Overall Ceiling as per the Act All Non-ExecutiveIndependent Directors have been paid only sitting fees for attending Board meeting and
Committee meetingswhich is well within the limits prescribed under the Companies Act 2013
Annual Report 2015 23
UNIWORTH
UNIWORTHLIMITED
C Remuneration to Key Managerial Personnel other than MDManagerWT
Sl No
Particulars of Remuneration Name of the KMP Total Amount
(In Lacs)A K Ladia (CFO) Company Secretary
1 Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act 1961
330 ndash 330
(b) Value of perquisites us 17(2) Income Tax Act 1961
018 ndash 018
(c ) Profit in lieu of salary under Section 17(3) Income Tax Act 1961
ndash ndash ndash
2 Stock Option ndash ndash ndash
3 Sweat Equity ndash ndash ndash
4 Commission ndash ndash ndash
- As of profit ndash ndash ndash
- Others specify ndash ndash ndash
5 Others please specify ndash ndash ndash
Total 348 ndash 348
VII PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES
Type Section of the
Companies Act
Brief Description
Details of Penalty Punishment
Compounding fees imposed
Authority [RD NCLT
COURT]
Appeal made if any (give Details)
A COMPANYPenalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
B DIRECTORSPenalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
C OTHER OFFICERS IN DEFAULTPenalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
Uniworth Limited24
UNIWORTH
UNIWORTHLIMITED
INDUSTRY STRUCTURE amp DEVELOPMENT
Indian Textiles Industry is one of the leading textile industries in the world Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources The fast growing retail apparel industry in the organized sector with multiple and strong Brands in every sphere of fabric and clothing have further increased the importance and demand for textiles products and quality yarns in particular
OPPORTUNITIES AND THREATS
After global economic revival picks up the pace the demand for quality products is expected to bounce back in the coming years News of Chinarsquos internal demand of yarns surpassing its own production capacities is also quite encouraging and is an enormous growth potential by itself for producers in India and other countries as well However the rising cost of raw materials is a matter of concern together with the growing competition from other developing countries
SEGMENT WISE PERFORMANCE
The Companyrsquos business activities fall within a single primary segment of Textile Yarns viz WoolWorstedSilkSilk SpunNoil Yarns etc
FINANCIAL PERFORMANCE
Turnover of the Company during the year was Rs1391658 Lacs as against Rs1391288 Lacs in the previous year The Turnover remained almost at same level of previous year Profit before Interest Depreciation and Taxes was Rs114341 Lacs as against Rs126658 in the previous year
OPERATIONS MANAGEMENT DISCUSSION AND ANALYSIS
During the year under review total revenue remained almost at same level to Rs 13917 crores as against Rs 13913 crores in the previous year There was a cash profit to the tune of Rs 1434 crores as against Rs 1320 crores before interest and Depreciation in the previous year Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources
BUSINESS OUTLOOK
Demand for textile products have been on the fall for the higher end products like wool rich products due to global recession and have been the reason for not so encouraging top line Coupled with this sporadic fiscal instability in certain global markets was a cause of concern Although the demand for the same has started showing some improving trends and hence the company is optimistic and continuing its vigorous efforts in domestic as well as in foreign market
RISK amp CONCERNS
The primary risk for the Company is with the volatile Export markets and the uncertainty prevailing in the Global Economy Having to compete with low cost producers from countries like China and Korea is always a concern There are no significant current borrowings and thus the company seems isolated from financial risks and concerns especially in the face of increasing interest rates and cost of Capital
INTERNAL CONTROL SYSTEM
The Company has adequate system of internal controls to ensure that all assets are safeguarded and protected against loss and that all transactions are authorized recorded and reported correctly The systems are designed to support the reliability of the financial and other records for preparing financial statements and other data The Statutory Auditors also discuss their comments and findings with the management as well as with the audit committee
MANAGEMENT DISCUSSION amp ANALYSIS REPORT
Annual Report 2015 25
UNIWORTH
UNIWORTHLIMITED
The Company has also regularly placed before the Board Internal Audit Reports Financial Results with Provisional Balance Sheets Performance Review Report of various Units together with Executive Summary Current Workings and all Current matters of commercial importance and various other information as generally required under the various Stock Exchange Listing Agreements
HUMAN RESOURCES
The Company continues to recognize the importance of good human relations in the smooth working of the organization Up gradation of the skills of the employees is pursued by the Company through regular on-the-job training sessions
CAUTIONARY STATEMENT
The facts and views mentioned in this report on Management Discussion and Analysis describing the Companyrsquos views about the industry or otherwise and the forecasts made are entirely based on opinion formed by the Management of the Company and actual position or results may differ from those implied therein Important factors that could make a difference include economic developments within India and outside and also the economic performance of other countries with which the Company conducts business as well as availability of raw materials and prices and other incidental factors
For and on behalf of the Board of Directors
Place Kolkata S N Shenwai T C JainDate 29052015 Executive Director Director
Uniworth Limited26
UNIWORTH
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1 Companyrsquos Philosophy on Code of Corporate Governance
The Company believes that Corporate Governance is the combination of voluntary practices and compliance with the laws and regulations of the Companies leading to effective control and management of the Company Good Corporate Governance leads to long term shareholders value and enhances the interest of other stakeholders including the employees and all others connected with the Organization
The Company confirm the practice of good Corporate Governance codes by the company in true spirit and are pleased to present below the Report on Corporate Governance
2 Board of Directors
i As on March 31 2015 the Company has five directors Out of the five Directors four (ie 8000) are non-executive directors including two Independent Directors and one Nominee Director The composition of the board is in conformity with Clause 49 of the Listing Agreements entered into with the stock exchanges
ii None of the directors on the board hold directorships in more than ten public companies Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a director Necessary disclosures regarding committee positions in other public companies as on March 31 2015 have been made by the directors None of the directors are related to each other
iii Independent directors are Non-Executive Directors as defined under Clause 49(ll)(B)(1) of the Listing Agreements entered into with the Stock Exchanges The maximum tenure of the independent directors is in compliance with the Companies Act 2013 (ldquoActrdquo) All the Independent Directors have confirmed that they meet the criteria as mentioned under clause 49 of the Listing Agreement and Section 149 of the Act
iv The names and categories of the Directors on the Board their attendance at Board meetings held during the year and the number of directorships and committee chairmanships memberships held by them in other public companies as on March 31 2015 are given herein below Other directorships do not include directorships of private limited companies Section 8 companies and of companies incorporated outside India Chairmanships memberships of board committees shall include only audit committee and stakeholdersrsquo relationship committee
Name of Directors Category Number of Board Meetings during the year 2014-15
Whether attended last AGM held on
Sept 26 2014
Number of directorships
in other Public Companies
Number of Committee
positions held in other public
companies
Held Attended Chairman Member Chairman Member
Mr K Jhunjhunwala Independent Non-Executive
6 5 Yes ndash 9 ndash 3
Mr A G Bhatnagar Non Independent
Non-Executive
1 ndash No ndash ndash ndash ndash
Mr S C Kalra Non Independent
ExecutiveDirector
1 1 No ndash ndash ndash ndash
REPORT ON CORPORATE GOVERNANCE(Pursuant to Clause 49 of the Listing Agreement)
Annual Report 2015 27
UNIWORTH
UNIWORTHLIMITED
Name of Directors Category Number of Board Meetings during the year 2014-15
Whether attended last AGM held on
Sept 26 2014
Number of directorships
in other Public Companies
Number of Committee
positions held in other public
companies
Held Attended Chairman Member Chairman Member
Mr S N Shenwai Non Independent
Executive Director
6 2 No ndash ndash ndash ndash
Mr S C Majumder Non Independent
Non-Executive
2 1 Yes (By Invitation)
ndash ndash ndash ndash
Mrs Silpi Chakraborty
Independent Non-Executive
4 4 Yes ndash ndash ndash ndash
Mr Tara Chand Jain
Non Independent
Non-Executive
1 ndash NA ndash ndash ndash ndash
Mr Sanjeev Saxena Non-Executive amp Nominee of MPSIDC Ltd
6 ndash No ndash ndash ndash ndash
Mr A G Bhatnagar has resigned as Director of the Company wef 29th May 2014 and Mr S C Kalra has resigned as Executive Director of the Company wef 29th May 2014 Appointed as an Additional Director and subsequently designated as Executive Director wef 29th May 2014 Resigned as Director of the Company wef 14th July 2014 Appointed as an Additional Director wef 14th July 2014 Appointed as an Additional Director wef 31st March 2015
v Six board meetings were held during the year and the gap between two meetings did not exceed one hundred twenty days The dates on which the said meetings were held
29052014 14072014 12082014 12112014 11022015 and 31032015 The necessary quorum was present for all the meetings
vi During the year a separate meeting of the independent directors was held inter-alia to review the performance of non-independent directors and the board as a whole
vii The Board periodically reviews compliance reports of all laws applicable to the Company prepared by the Company
viii The Company regularly placed before the Board Internal Audit Reports Financial Results with Provisional Balance Sheets Performance Review Report of various Units together with Executive Summary Current Workings and all Current matters of commercial importance and various other information as under Clause 49 of the Listing Agreement from time to time
ix The Companies Act 2013 requires that a Woman Director should be a member of the Board of director Hence Mrs Silpi Chakraborty was appointed on 14th July 2014 as member of the Board as Woman Independent Director her appointment was duly confirmed by means of E-voting in last AGM of the company held on 26092014
22 Code of Conduct The Board of Directors plays an important role in ensuring good governance The Code of Conduct formulated
Uniworth Limited28
UNIWORTH
UNIWORTHLIMITED
by the Company during the year which the DirectorsSenior Executive have been advised to follow envisages inter alia the following-
To observe the highest standards of ethical conduct and integrity and to work to the best of their ability and judgement
To maintain and help the Company in maintaining highest degree of Corporate Governance practices
To act in utmost good faith and exercise due care diligence and integrity in performing their official duties
Not to seek accept or receive directly or indirectly any gift payments or favour in whatsoever form from Companyrsquos Business Associates which can be perceived as being given to gain favour or dealing with the Company and to ensure that the Companyrsquos interests are never compromised
To maintain confidentiality of information entrusted by the Company or acquired during performance of their duties and not to use it for personal gain or advantage
Not to commit any offences involving moral turpitude or any act contrary to law or opposed to the public policy
3 Audit Committee i) The audit committee of the Company is constituted in line with the provisions of Clause 49 of the Listing
Agreements entered into with the stock exchanges read with Section 177 of the Act
ii) The terms of reference of the Audit Committee are broadly as under -
a) Oversight of the Companyrsquos financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct sufficient and credible
b) Recommend the appointment remuneration and terms of appointment of auditors of the Company
c) Approval of payment to statutory auditors for any other services rendered by the statutory auditors
d) Reviewing with the management the annual financial statements and auditorsrsquo report thereon before submission to the board for approval with particular reference to
bull Matters required to be included in the directorrsquos responsibility statement to be included in the boardrsquos report in terms of clause (c) of sub-section 3 of section 134 of the Act
bull Changes if any in accounting policies and practices and reasons for the same
bull Major accounting entries involving estimates based on the exercise of judgment by management
bull Significant adjustments made in the financial statements arising out of audit findings
bull Compliance with listing and other legal requirements relating to financial statements
bull Disclosure of any related party transactions
bull Qualifications in the draft audit report
e) Reviewing with the management the quarterly financial statements before submission to the board for approval
f) Reviewing with the management the statement of uses application of funds raised through an issue (public issue rights issue preferential issue etc) the statement of funds utilised for purposes other than those stated in the offer document prospectus notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue and making appropriate recommendations to the board to take up steps in this matter
g) Review and monitor the auditorsrsquo independence and performance and effectiveness of audit process
h) Approval or any subsequent modification of transactions of the Company with related parties
i) Scrutiny of inter-corporate loans and investments
Annual Report 2015 29
UNIWORTH
UNIWORTHLIMITED
j) Valuation of undertakings or assets of the Company wherever it is necessary
k) Evaluation of internal financial controls and risk management systems
l) Reviewing with the management performance of statutory and internal auditors adequacy of the internal control systems
m) Reviewing the adequacy of internal audit function if any including the structure of the internal audit department staffing and seniority of the official heading the department reporting structure coverage and frequency of internal audit
n) Discussion with internal auditors of any significant findings and follow up there on
o) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board
p) Discussion with statutory auditors before the audit commences about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern
q) To look into the reasons for substantial defaults in the payment to the depositors debenture holders shareholders (in case of non-payment of declared dividends) and creditors
r) Establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed
s) To review the functioning of whistle blower mechanism
t) Approval of appointment of CFO
u) The Committee reviews the efficacy of the internal control mechanism and monitors the risk management policies adopted by the Company The Committee also reviews the report furnished by the internal and Statutory Auditors and ensures that suitable follow up actions are taken Besides the Committee also examines accounting taxation and disclosure aspects of all significant transactions
v) Carrying out any other function as is mentioned in the terms of reference of the audit committee
w) To mandatorily review the following information
bull Management discussion and analysis of financial condition and results of operations
bull Statement of significant related party transactions (as defined by the audit committee)submitted by management
bull Management letters letters of internal control weaknesses issued by the statutory auditors
bull Internal audit reports relating to internal control weaknesses and
bull The appointment removal and terms of remuneration of the chief internal auditor
iii) The audit committee invites executives as it considers appropriate (particularly the head of the finance function) representatives of the statutory auditors and representatives of the internal auditors to be present at its meetings The Company Secretary acts as the secretary to the audit committee
iv) The previous annual general meeting (AGM) of the Company was held on September 26 2014 and was attended by the Chairman of the audit committee
v) The Composition of the Committee and the attendance of each member of the Committee during the year 2014-15 are given below
Name Category Profession Number of Meetings during the Financial year 2014-15
Held Attended
Mr A G Bhatnagar Non Independent Non-Executive
Professional 1 -
Uniworth Limited30
UNIWORTH
UNIWORTHLIMITED
Name Category Profession Number of Meetings during the Financial year 2014-15
Held Attended
Mr S C Kalra Non Independent Executive Director
Service 1 1
Mr S C Majumder Non Independent Non-Executive
Service 1 1
Mr K Jhunjhunwala Independent Non-Executive
Chartered Accountant
4 3
Mr S N Shenwai Non Independent Executive Director
Service 3 -
Mrs Silpi Chakraborty Independent Non-Executive
Professional 3 3
Resigned as members of the Committee wef 29th May 2014 Resigned as members of the Committee wef 14th July 2014 Appointed as member of the Committee wef 29th May 2014 Appointed as member of the Committee wef 14th July 2014 Members present at the meeting elect one of themselves as Chairman of the Meeting
vi) During the year 2014-15 4 (Four) meetings of the Audit Committee were held and the gap between two meetings did not exceed four months The dates of the meetings are following 29052014 12082014 12112014 and 11022015
4 Nomination and Remuneration Committee i) The Nomination and Remuneration Committee was re-organised during the year as per the provisions
of the act and Clause 49 of the Listing Agreement
ii) The Nomination and Remuneration Committee was formed with a view to reviewing and making recommendations on annual salaries performance commissions perquisite and other employment conditions of ExecutiveWhole-time Directors and other Executives and Officials The Committee also takes into consideration remuneration practices followed by leading companies as well as information provided by reputed consultants while determining the overall remuneration package
iii) The composition and attendance of the members at the Meetings of Remuneration Committee during the year 2014-15 were as under
Name Category Number of Meetings during the Financial year 2014-15
Held Attended
Mr K Jhunjhunwala Independent Non-Executive 4 3
Mr A G Bhatnagar Non Independent Non-Executive 1 ndash
Mr S C Majumder Non Independent Non-Executive 1 1
Mrs Silpi Chakraborty Independent Non-Executive 3 3
Mr T C Jain Non Independent Non-Executive ndash ndash
Resigned as member of the committee wef 29th May 2014 Resigned as member of the committee wef 14th July 2014 Appointed as member of the committee wef 14th July 2014 Appointed as member of the committee wef 31st March 2015 Members present at the meeting elect one of themselves as Chairman of the Meeting
During the year 2014-15 4 (four) Meetings of the Nomination and Remuneration Committee were held on the following dates 29052014 12082014 12112014 and 11022015
Annual Report 2015 31
UNIWORTH
UNIWORTHLIMITED
iv) Remuneration of Directors Details of remuneration paid payable to Directors for the year ended 31st March 2015 are as follows (Amount in Rs)
Name of Directors Board Meeting
Audit Committee
Meeting
Commission Total
Mr K Jhunjhunwala 10000 6000 ndash 16000
Mr S C Majumder 2000 2000 ndash 4000
Mrs Silpi Chakraborty 8000 6000 ndash 14000
Mr T C Jain ndash ndash ndash ndash
Mr Sanjeev Saxena ndash ndash ndash ndash
Resigned as member of the committee wef 14th July 2014 Appointed as member of the committee wef 14th July 2014 Appointed as member of the committee wef 31st March 2015
vi) Details of Remuneration paidpayable to Executive Directors Remuneration for the year ended 31st March 2015 is as follows
(Amount in lacs)
Name of Director Salary Allowance Perquisites Total
Mr S C Kalra 079 019 303 401
Mr SN Shenwai 600 209 064 873 Mr S C Kalra resigned as Executive Director of the Company wef 29th May 2014
Mr S N Shenwai appointed as Executive Director of the Company wef 29th May 20145 Stakeholders Relationship Committee i) As per the applicable provisions of Section 178 of the companies Act 2013 and Clause 49 of the
Listing Agreement the nomenclature Share Transfer cum Investor Grievance Committee was renamed as Stakeholders Relationship Committee
ii) The Stakeholders Relationship Committee look into the redressal of complaints of investors such as transfer or credit of shares non-receipt of dividend notices annual reports etc
iii) During the year two meetings of the Stakeholder Relationship committee was held on 16062014 and 16122014
iv) The composition and attendance of the members in the following Committee Meetings during the year 2014-15 were as under
Name Number of meetings during the financial year 2014-15
Held Attended
Mr K Jhunjhunwala 2 2
Mr A G Bhatnagar ndash ndash
Mr S C Kalra ndash ndash
Mr S N Shenwai ndash ndash
Mr S C Majumder 1 1
Mrs Silpi Chakraborty 1 1
Mr Tara Chand Jain ndash ndash
Resigned as members of the committee wef 29th May 2014
Uniworth Limited32
UNIWORTH
UNIWORTHLIMITED
Appointed as member of the committee wef 29th May 2014 Resigned as member of the committee wef 14th July 2014 Appointed as member of the committee wef 14th July 2014 Appointed as member of the committee wef 31st March 2015 Members present at the meeting elect one of themselves as Chairman of the Meeting
v) During the year 2014-15 16 (Sixteen) Meetings regarding Share Transfer were held on the following dates 16062014 15072014 29082014 05092014 18092014 30092014 16102014 31102014 14112014 28112014 16122014 12012015 30012015 17022015 27022015 and 16032015
vi) Share Transfers
bull All Shares have been transferred and returned within the prescribed period so long as the documents have been in order in all respects
bull Total number of Equity Shares transferred during the relevant period was 11730
vii) Compliance Officer
Mr S N Shenwai Executive Director is the Compliance Officer of the Company and his contact details are given below
Mr S N Shenwai Executive Director Uniworth Limited ldquoGREEN ACRESrdquo 2 Nazar Ali Lane Flat- 4A Kolkata ndash 700 019 Phone (033) 40061301
viii) Status of Investor Complaints
Complaints received from Shareholders have been mostly cleared within the financial year The complaints are generally replied to within 10-15 days from their lodging with the Company
No of Complaints received from the Investors (including brought forward) 18
No of Complaints resolved 17
Complaints pending as on 31st March 2015 1
No of Share Transfers pending for approval as on 31st March 2015 NIL
6 General Body Meetings i) Annual General Meeting
The location and time of the Annual General Meetings held during the last 3 years is as follows
Annual General Meeting (AGM) Date Time Venue No of Special
Resolutions passed
24th Annual General Meeting 28092012 1030 AM Science CitySeminar HallJBS Haldane AvenueKolkata ndash 700 046
ndash
25th Annual General Meeting 26092013 1030 AM Science CitySeminar HallJBS Haldane AvenueKolkata ndash 700 046
ndash
Annual Report 2015 33
UNIWORTH
UNIWORTHLIMITED
26th Annual General Meeting 26092014 1030 AM Science CitySeminar HallJBS Haldane AvenueKolkata ndash 700 046
ndash
ii) The Special Resolutions if any are usually passed on show of hands and mostly unanimously
iii) No Postal Ballot were used in last year The Company does not have any proposal for Postal Ballot at present
7 Disclosures a) Related Party transactions have been disclosed under Note No 27 to the accounts for year under
review and it is not conflict with the interest of the Company
b) The Company has complied with all the mandatory requirements of clause 49 of the listing agreements with the Stock Exchanges as well as regulations and guidelines of SEBI wherever applicable
c) No transaction of material nature has been entered into by the Company with the Directors or Promoters or Management and their relatives their subsidiaries etc that may have a potential conflict with the interest of the Company at large The Register of Contracts in which Directors are interested was placed before the Board regularly
d) The Company has in place an Employee Concern (Whistle Blower) No personnel has been denied access to the Audit Committee to lodge their Grievances
e) No penalties or strictures have been imposed on the Company by the Stock Exchange or SEBI or any statutory authority on any matter related to capital markets during the last three years as all requirements were complied with
f) All mandatory requirements have been appropriately complied
g) Resume and other information of the Directors proposed to be appointedre-appointed (including those retiring by rotation) at the ensuing annual General Meeting are given in the Notice relating thereto to the shareholders
h) No presentation were made to Institutional Investors and Analysts during the year
i) The Company does not have any subsidiary
j) Your Company has followed all relevant Accounting Standards while preparing the Financial Statements
k) Particulars of Equity Shares of the Company held by Non-Executive Directors (both own or held byfor other person on a beneficial basis) are as follows
Name of Directors Number of Equity Shares heldMrs Silpi Chakraborty 700
Mr Sanjeev Saxena 600
l) Risk Management
A comprehensive risk management policy for the purpose of management policy in the Company for periodical review by the Board of Directors has formulated In addition Risk Management issues are generally discussed in the Audit Committee
m) CEOCFO Certification The ExecutiveWhole-time Director and Chief Financial Officer who are also heading the finance
function have confirmed to the Board that
(a) They have reviewed financial statements and the cash flow statement for the year and that to the best of their knowledge and belief
(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
Uniworth Limited34
UNIWORTH
UNIWORTHLIMITED
(ii) these statements together present a true and fair view of the companyrsquos affairs and are in compliance with existing accounting standards applicable laws and regulations
(b) There are to the best of their knowledge and belief no transactions entered into by the company during the year which are fraudulent illegal or violative of the companyrsquos code of conduct
(c) They accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of the internal control systems of the company pertaining to financial reporting and they have disclosed to the auditors and the Audit Committee deficiencies in the design or operation of internal controls if any of which they are aware and the steps they have taken or propose to take to rectify these deficiencies
(d) They have indicated to the Auditors and the Audit Committee
(i) that there have been no significant changes in internal control over financial reporting during the year
(ii) that there have been no significant changes in accounting policies during the year and
(iii) that there are no instances of significant fraud of which they have become aware and the involvement therein if any of the management or an employee having a significant role in the companyrsquos internal control system over financial reporting
n) Brief Profile and other informationrsquos of the Directors proposed to be appointed re-appointed (including those retiring by rotation) at the ensuing Annual General Meeting are given in the Notice relating thereto the shareholders
8 Means of Communication a) The Annual Half yearly and Quarterly Results are Electronically transmitted to the Stock Exchanges in
accordance with the Listing Agreement and are uploaded on the Companyrsquos Website wwwuniworthcom also the same are being published in an English Newspaper namely the Echo of India Kolkata and Arthik Lipi alongwith Dainik Lipi Bengali leading Newspapers
b) Management Discussion amp Analysis Report is forming a part of the Annual Report
9 General Shareholder Information a) Annual General Meeting - Date and Time 29th September 2015 at 1030 AM
- Venue Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046
b) Financial Calendar (Tentative and subject to change)
Financial reporting for
- the Quarter ending 30th June 2015 2nd week of August 2015 - the Quarter and Half Year ending 30th September 2015 2nd week of November 2015 - the Quarter ending 31st December 2014 2nd week of February 2016 - Year ending 31st March 2016 4th week of May 2016
c) Date of Book Closure 23rd September 2015 to 29th September 2015
d) Dividend Payment Date NA
e) Registered Office ldquoGREEN ACRESrdquo 2 Nazar Ali Lane Flatndash 4A Kolkata ndash 700 019
f) Listing on Stock Exchanges The Equity Shares of the Company are listed on the following Stock Exchanges
Annual Report 2015 35
UNIWORTH
UNIWORTHLIMITED
Code No The Calcutta Stock Exchange Ltd (CSE) 10033010
BSE Limited (BSE) 514144
Listing fees for the Financial Year 2015-2016 have been paid
g) Corporate Identity No (CIN) of the Company L17299WB1988PLC044984
h) Stock Market Data
1 The Calcutta Stock Exchange Ltd There has been no trading during the year 2 BSE Limited
Month amp Year High (`) Low (`) Monthly Volume(No of Equity Shares)
April 2014 096 058 64744May 2014 096 083 52417June 2014 101 080 32394July 2014 111 084 47313August 2014 165 084 39696September 2014 218 138 154526October 2014 330 215 125576November 2014 309 212 64128December 2014 246 162 33765January 2015 187 146 26982February 2015 153 111 36842March 2015 118 082 16397
i) Registrar and Transfer Agents Ms C B MANAGEMENT SERVICES (P) LIMITED P-22 Bondel Road Kolkata ndash 700 019 Phone No (033) 4011 6700671167186723 Fax No (033) 40116739 E-mail rtacbmslcom
(j) (1) Distribution of Shareholding as on 31st March 2015
Slab of Equity Shares held
No of Shareholders No of Equity Shares
1- 500 79783 9388 11250631 3310501 ndash 1000 3045 358 2260412 6651001 ndash 2000 1273 150 1801305 5302001 ndash 3000 386 045 959785 2823001 ndash 4000 169 020 597378 176
Uniworth Limited36
UNIWORTH
UNIWORTHLIMITED
4001 ndash 5000 104 012 481868 1425001-10000 137 016 922783 27210001-Above 89 011 15712081 4623Total 84986 10000 33986243 10000
(2) Categories of Shareholders as on 31st March 2015
Categories Number of Equity Shares Amount in (Rs)
Promoters Directors Relatives and Associated Companies
13032815 130328150 3835
Financial Institutions Govt Companies 802153 8021530 236Mutual Funds UTI 23230 232300 007Banks 28032 280320 008Foreign Institutional Investors 4300 43000 001Non ndash Resident Indians 101404 1014040 030Other Bodies Corporate 816054 8160540 240Public 19178255 191782550 5643Total 33986243 339862430 10000
k) Dematerialization of Shares and Liquidity 11710589 Equity Shares (3446 of Total Shares) are in the Dematerialised Form as on 31st March
2015
At present the Companyrsquos Shares are compulsorily traded in Dematerialised Form as per notification issued by the Securities and Exchange Board of India (SEBI) The ISIN allotted for the Equity Shares of the Company is INE207A01013
l) Share Transfer System To expedite the Share Transfer process in the Physical segment authority has been delegated to the
ldquoStakeholder Relationship Committeerdquo Share transfertransmissions approved by the Committee are placed at the Board Meeting from time to time
m) Outstanding GDRsADRsWarrants Not Applicable
n) Plant Location 1) Urla Growth Centre Raipur Chattisgarh
2) Amriti Malda West Bengal
o) Investor Correspondence S N Shenwai Uniworth Limited
ldquoGREEN ACRESrdquo 2 Nazar Ali Lane Flat- 4A Kolkata ndash 700 019 Phone (033) 40061301 Website wwwuniworthcom
Annual Report 2015 37
UNIWORTH
UNIWORTHLIMITED
DISCLOSURE OF CODE OF CONDUCTAnnual Certificate under Clause 49 (II) (E) of Listing Agreement with Stock Exchanges
DECLARATIONAs required under Clause 49 (II) (E) of the Listing Agreement with the Stock Exchanges I hereby declare that all the Board Members and Senior Management Personnel ie employees in the grades of General Manager and above of the Company have complied with the Code of Conduct of the Company for Financial Year ended 31st March 2015
Place Kolkata S N ShenwaiDate 29052015 Executive Director
AUDITORSrsquo CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT TO THE MEMBERS OF UNIWORTH LIMITED
TO THE MEMBERS OF UNIWORTH LIMITED
We have examined the compliance of conditions of Corporate Governance by Uniworth Limited (ldquothe Companyrdquo) for the year ended 31st March 2015 as stipulated in clause 49 of the Listing Agreements of the Company entered into with Stock Exchanges
The compliance of conditions of Corporate Governance is the responsibility of the management Our examination was limited to a review of the procedures and implementation thereof adopted by the company for ensuring the compliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company
In our opinion and to the best of our information and according to the explanation given to us and the representations made by the Directors and the management we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above- mentioned Listing Agreement
We state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency of the effectiveness with which the management has conducted the affairs of the Company
For S S KOTHARI amp COChartered Accountants
Firm Registration No 302034EA DATTA
Place Kolkata PartnerDate 29th May 2015 Membership No 005634
Uniworth Limited38
UNIWORTH
UNIWORTHLIMITED
INDEPENDENT AUDITORSrsquo REPORT To the Members ofUNIWORTH LIMITEDReport on the Financial Statements
We have audited the accompanying Financial Statements of UNIWORTH LIMITED (ldquothe Companyrdquo) which comprise the Balance Sheet as at 31st March 2015 the Statement of Profit and Loss the Cash Flow Statement and a summary of the Significant Accounting Policies and other explanatory information for the year then ended
Managementrsquos Responsibility for the Financial Statements
The Companyrsquos Board of Directors is responsible for the matters stated in Section 134(5) of the Companies act 2013 (ldquothe Actrdquo) with respect to the preparation of these Financial Statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes 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 frauds and other irregularities selection and application of appropriate accounting policies making judgements and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditorrsquos Responsibility
Our responsibility is to express an opinion on these Financial Statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements The procedures selected depend on the auditorrsquos judgement including assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companyrsquos preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyrsquos Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the Financial Statements
Basis for Qualified Opinion
1 Footnote (i) to Note No 23 regarding interest provision on borrowings from some of the institutions and banks which has been made in the financial statements under simple interest method at the prevailing estimated rates applicable on such loans in absence of relevant documentsconfirmations as a result of which impact of compound interestpenal charges wherever applicable having not been ascertained as well as the note therein regarding the matter of dispute between the Company and the BankersCreditors in connection with charging of interest payment and payment of principal
2 Footnote No (ii) to Note No 23 regarding non-provision of Interest on certain loans and the impact of the non-provision is not presently ascertainable
Annual Report 2015 39
UNIWORTH
UNIWORTHLIMITED
3 Footnote No 4 (i) (ii) and (iii) of Note No 15 regarding overdue Export Bills amounting to ` 3178731 lacs outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
4 Footnote 1 of 17 regarding Claims Receivable amounting to ` 68936 lacs due from various banks outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
5 Footnote 3 of Note No 17 regarding advance of ` 314473 lacs due from certain parties which in our opinion are considered doubtful of recovery against which adequate provision has not been made
6 Footnote 3 of Note No 16 relating to non-accounting of withdrawals other transactions from certain Bank accounts during the year due to reasons stated on the said Note 16 (3)
7 Note No 30 regarding non-compliance of Accounting Standard (AS) 6 Depreciation Accounting due to non-adoption of Schedule ndash II of the Companies Act 2013 and also non-compliance of mandatory Accounting Policy for Depreciation required to be followed by the Company due to reasons stated in the said Note
8 In absence of any workings for impairment of assets as per Accounting Standard (AS) 28 Impairment of Assets the impact of such impairment is not ascertainable
9 Non-provision non-compliance of Items indicated in (1) to (8) above constitute a departure from the Accounting Standards referred to in Section 133 of the Act Without considering Item Nos (1) (2) (6) (7) and (8) above whose impact on the Companyrsquos Statement of Profit and Loss is presently non-ascertainable had the provisions indicated in Item Nos (3) to (5) been made
(i) the Loss for the year would have increased by ` 3562140 lacs
(ii) Trade Receivables would have decreased by ` 3178731 lacs
(iii) Short Term Loans and Advances would decreased by ` 383409 lacs
(iv) The Shareholdersrsquo Fund would have been lower by ` 3562140 lacs
Qualified Opinion
In our opinion and to the best of our information and according to the explanations given to us except for the like effects of the matters described in the Basis for Qualified Opinion paragraph above the aforesaid Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2015 and its loss and its cash flows for the year ended on that date
Emphasis of Matters
We draw your attention to the following matters in the Notes to the Financial Statements
1 Following Notes to the Financial Statements describe the uncertainty related to the outcome of the lawsuits other legal matters and matters under settlements indicated therein
(a) Footnote (2) to Note No 4 regarding legal issues following securitization of Secured Loans as stated in the said Note
(b) Footnote (2) of Note No 15 regarding pending adjustments of Sundry Debtors against supplies and other liabilities etc due to the buyers In absence of final settlement with the parties and non-receipt of necessary approval from concerned regulatory authority extent of the amount of adjustments so required could not be ascertained
(c) Footnote to Note No 6 regarding estimated amount of ` 872228 lacs provided during the year 2002-03 as sales claims and commissions relating to earlier years from overseas customers of the Company which is pending for final settlement Necessary adjustments for such claims and commissions will be made after final settlement and obtaining necessary approval from the concerned regulatory authority
Uniworth Limited40
UNIWORTH
UNIWORTHLIMITED
(d) Footnote 1 of Note No 15 and Footnote 2 of Note No 17 regarding Debtors and Advances amounting to ` 145362 lacs and ` 138719 lacs respectively relating to Companies which have become Sick and referred to BIFR under the Sick Industrial Companies (Special Provisions) Act 1985 As the rehabilitation scheme of these companies are pending finalisation the amount of provision if any which may be required remain unascertainable
(e) Note No 32 regarding legal recourse taken by certain banks and financial institutions for recovery of their dues and the matter is sub-judice as stated in the said Note
(f) Note No 33 regarding non-compliance of certain technical formalities due to which transfer of certain borrowing facilities to a body corporate could not be made
(g) Note No 34 regarding applications made by the Company with the Reserve Bank of India from time to time for extension setting off of certain overdue bills
(h) Note No 35 regarding Debit Note sent by a body corporate in an earlier year for unilateral transfer back of all assets not taken into cognizance by the Company in preparing these Financial Statements as stated in the said Note
(i) Note No 38 regarding claims filed by a body corporate for ` 21625 lacs for non-fulfilment of clauses of the agreement relating to transfer of Nagpur Unit to them outcome of which would eventually arise on finalisation of suit
(j) Matters disclosed in Note No 19 relating to Entry Tax CentralCommercial Sales Tax Demands Customs Demands Professional TaxLabour CasesWater Cess Electricity Duty etc disclosed under Contingent Liabilities which are contested by the Company and pending before various forums authorities for final decisions
2 Note No 4 (Footnote 4) Note No 7 (Footnote) and Note No 16 (Footnote 1) to the financial statements regarding non-receipt of confirmations in respect of borrowings from banksFinancial Institutions and also debit balances in certain current accounts with banks due to restructuring being in progress book balances thereof have been relied upon
3 Note No 27 (d) regarding balance with a related party under reconciliation
4 Footnote 2 amp 3 of Note No 4 to the financial statements regarding preparation of these financial statements on Going Concern basis for the reasons stated therein as also the fact that the Company has accumulated losses and its net worth has been fully eroded Further the Company has incurred net loss during the current and previous years and the Companyrsquos current liabilities exceeded its current assets as at the Balance Sheet date These conditions along with other matters set forth in Notes to Financial Statements indicate the existence of a material uncertainty that may cast significant doubt about the Companyrsquos ability to continue as a going concern
Our opinion is not modified in respect of these matters
Report on Other Legal and Regulatory Requirements
i) As required by the Companies (Auditorrsquos Report) Order 2015 issued by the Central Government in terms of Sub-section (11) of Section 143 of the Act we enclose in the Annexure a statement on the matters specified in the said Order to the extent applicable to the Company
ii) As required by Section 143(3) of the Act we report that
a) We have sought and except for the matters described in the Basis for Qualified Opinion paragraph obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit
b) Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph above in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books
Annual Report 2015 41
UNIWORTH
UNIWORTHLIMITED
c) The Balance Sheet Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph in our opinion the Balance Sheet Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014
e) The matters described in the Basis for Qualified Opinion paragraph above in our opinion may have an adverse effect on the functioning of the Company
f) The matters described in sub-paragraph (1) under the Emphasis of Matters paragraph above in our opinion may have an adverse effect on the functioning of the Company
g) On the basis of written representations received from the Directors as on 31st March 2015 taken on record by the Board of Directors none of the Director is disqualified as on 31st March 2015 from being appointed as a director in terms of Section 164(2) of the Act
h) With respect to the other matters to be included in the Auditorrsquos Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion and to the best of our information and according to the explanations given to us
i The Company has disclosed the impact of pending litigations on its financial position wherever ascertainable
ii The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable loss
iii The Company has not transferred any amount to Investor Education and Protection Fund (Refer to Footnote No 1 to Note No4)
For S S KOTHARI amp COChartered Accountants
Firm Registration No 302034E
A DATTAPlace Kolkata PartnerDate 29th May 2015 Membership No 005634
Uniworth Limited42
UNIWORTH
UNIWORTHLIMITED
ANNEXURE TO THE AUDITORSrsquo REPORTThe Annexure referred to in our report to the members of UNIWORTH LIMITED the year ended 31ST March 2015
(i) (a) Whether the company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets
(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets However the updation of such records particularly with reference to estimated useful life of each asset is in process
(b) Whether these fixed assets have been physically verified by the management at reasonable intervals whether any material discrepancies were noticed on such verification and if so whether the same have been properly dealt with in the books of account
(b) The physical verification of fixed assets as stated by the management has been conducted by the Management during the year wherever practicable and the reconciliation of the quantities with the book records in progress The discrepancies if any would be adjusted on completion of reconciliation updation of records as stated above
(ii) (a) Whether physical verification of inventory has been conducted at reasonable intervals by the management
(ii) (a) Inventories of Raw Materials Finished Goods Work in Progress and Stores amp Spares have been physically verified at reasonable intervals by the Company except Finished Goods of Rs 1840 Lacs lying with third parties and Rs 11551 Lacs under seizure of the Excise Department
(b) Are the procedures of physical verification of inventory followed by the management reasonable and adequate in relation to the size of the company and the nature of its business If not the inadequacies in such procedures should be reported
(b) The procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business
(c) Whether the company is maintaining proper records of inventory and whether any material discrepancies were noticed on physical verification and if so whether the same have been properly dealt with in the books of account
(c) On the basis of our examination of the records of inventories we are of the opinion that the Company is maintaining proper records of inventories The discrepancies noticed on verification between physical stocks and the book records which were not material have been properly dealt with in the books of account
Annual Report 2015 43
UNIWORTH
UNIWORTHLIMITED
(iii) Whether the company has granted any loans secured or unsecured to companies firms or other parties covered in the register maintained under section 189 of the Companies Act If so
(iii) The Company has not granted any loan secured or unsecured during the year to any company firm or other party covered in the register maintained under section 189 of the Companies Act 2013
In this regard we have relied upon the entries recorded in the register maintained under section 189 of the Act
(a) Whether receipt of the principal amount and interest are also regular and
(b) If overdue amount is more than rupees one lakh whether reasonable steps have been taken by the company for recovery of the principal and interest
(iv) Is there an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services Whether there is a continuing failure to correct major weaknesses in internal control system
(iv) In our opinion and according to the information and explanations given to us there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchases of inventory and fixed assets and for the sale of goods During the course of our audit no major weakness has been noticed in the internal control system nor have there been any continuing failure on the part of the Company to correct any major weakness
(v) In case the company has accepted deposits whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under where applicable have been complied with If not the nature of contraventions should be stated If an order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal whether the same has been complied with or not
(v) The Company has not accepted any deposit from the public within the meaning of sections 73 to 76 or any other relevant provisions of the Companies Act 2013
(vi) Where maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act whether such accounts and records have been made and maintained
(vi) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under sub-section (1) of section 148 of the Companies Act 2013 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained However we have not made a detailed examination of the records with a view to determine whether they are accurate or complete
Uniworth Limited44
UNIWORTH
UNIWORTHLIMITED
(vii) (a) Is the company regular in depositing undisputed statutory dues including provident fund employeesrsquo state insurance income-tax sales-tax wealth tax service tax duty of customs duty of excise value added tax cess and any other statutory dues with the appropriate authorities and if not the extent of the arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable shall be indicated by the auditor
(vii) (a) According to the records of the Company the Company has been generally regular in depositing during the year with appropriate authorities undisputed statutory dues including provident fund employeesrsquo state insurance income tax sales tax wealth tax service tax customs duty excise duty value added tax cess and any other statutory dues where applicable except in the following cases which are outstanding for a period of more than six months from the date they became payable
VAT ` 680 lacs
Central Sales Tax ` 3654 lacs
Service tax ` 4281 lacs
Entry Tax ` 080 lacs(b) In case dues of income tax or sales tax or
wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute then the amounts involved and the forum where dispute is pending shall be mentioned (A mere representation to the concerned Department shall not constitute a dispute)
(b) According to the records of the Company following statutory dues have not been deposited by the Company on account of disputes
Nature of dues
Amount(` inLacs)
Period since when
Forum
Entry Tax 5711 1997-98 Appeal with Commissioner of Commercial Tax
Excise Duty 864 Prior to 2000 Under Appeal with CESTAT New Delhi
Electricity Duty amp Cess
1857 2005 Writ Petition before Bilaspur High Court
(c) Whether the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time
(c) The Company has not transferred any amount to Investor Education and Protection Fund [Refer to Footnote (1) to Note No 4 (a) ]
(viii) Whether in case of a company which has been registered for a period not less than five years its accumulated losses at the end of the financial year are not less than fifty per cent of its net worth and whether it has incurred cash losses in such financial year and in the immediately preceding financial year
(viii) The accumulated losses of the Company at the end of the financial year have exceeded its net worth and also the Company has incurred cash losses in the current financial year and in the immediately preceding financial year
Annual Report 2015 45
UNIWORTH
UNIWORTHLIMITED
(ix) Whether the company has defaulted in repayment of dues to a financial institution or bank or debenture holders If yes the period and amount of default to be reported
(ix) The Company has defaulted in repayment of dues to financial institutions banks and debenture holders as under
(a) As per Original Agreement all the following Term Loans have become due for repayments However the Companyrsquos negotiations with the term lenders for rescheduling restructuring is in process
Nature of Financial Assistance
Amount (` in lacs)
Period of Default
a) Term Loani) Financial Institution Not Ascertainable
Principal 2117209Interest 1068697
ii) Bank Not AscertainablePrincipal 3758542Interest 5508741
b) DebentureNov-convertible Part C Redeemable Debenture
Principal 190062Interest 19695
Also refer to Note No 4
(x) Whether the company has given any guarantee for loans taken by others from bank or financial institutions the terms and conditions whereof are prejudicial to the interest of the company
(x) The Company has given guarantee for loans taken by Other Company others from bank or financial institution and the related terms and conditions are not prejudicial to the interest of the Company
(xi) Whether term loans were applied for the purpose for which the loans were obtained
(xi) Based on the information and explanations given to us by the Management no Term Loan was obtained by the Company during the year
(xii) Whether any fraud on or by the company has been noticed or reported during the year If yes the nature and the amount involved is to be indicated
(xii) Based upon the audit procedures performed during the course of our audit and information and explanations given by the Management we report that no fraud on or by the Company has been noticed or reported during the year
For S S KOTHARI amp COChartered Accountants
Firm Registration No 302034E
A DATTAPlace Kolkata PartnerDate 29th May 2015 Membership No 005634
Uniworth Limited46
UNIWORTH
UNIWORTHLIMITED
Particulars Note No As at 31032015
As at 31032014
I EQUITY AND LIABILITIES 1 Shareholders Fund
a) Share Capital 2 399862 399862 b) Reserves and Surplus 3 (9551249) (9151387) (9086744) (8686882)
2 Non-Current Liabilitiesa) Long Term Borrowings 4 - - b) Other Long Term Liabilities 5 227675 214963 c) Long Term Provisions 6 919008 1146683 909815 1124778
3 Current Liabilitiesa) Short Term Borrowings 7 2888541 2888676 b) Trade Payables 8 3367901 3114249 c) Other Current Liabilities 9 10578553 10028310 d) Short Term Provisions 10 3729 16838724 2397 16033632
Grand Total 8834020 8471528 II ASSETS
1 Non-Current Assetsa) Fixed Assets 11
i) Tangible Assets 378887 420957 ii) Capital Work in Progress 5468 7774
b) Non-Current Investments 12 300067 300067 c) Long Term Loans and Advances 13 79596 764018 73612 802410
2 Current Assetsa) Inventories 14 363263 398178 b) Trade Receivables 15 6443072 6042724 c) Cash and Cash Equivalent 16 25352 17946 d) Short Term Loans and Advances 17 643478 615433 e) Other Current Assets 18 594837 8070002 594837 7669118
Grand Total 8834020 8471528 Significant Accounting Policies 1Other Disclosures 25 - 40
Accompanying Notes are an integral part of the Financial StatementsThis is the Balance Sheet referred to in our Report of even date
BALANCE SHEET AS AT 31ST MARCH 2015 (` in 000rsquos)
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Annual Report 2015 47
UNIWORTH
UNIWORTHLIMITED
Particulars NoteNo
For the year ended31032015
For the year ended31032014
I Revenue from OperationsSale of products 1357763 1155975 Less Excise Duty - - Net Turnover 1357763 1155975
II Other Income 20 33895 235313 III Total Revenue (I + II) 1391658 1391288 IV Expenses
Cost of Materials Consumed 21 652552 724694 Purchases of Stock in Trade 33333 313 Changes in Inventories of Finished Goods Work in Progress amp Stock in Trade 22 14347 (8299)
Employees Benefits 25 151140 139783 Finance Cost 23 536119 536116 Depreciation and Amortisation 25 42727 42824 Other Expenses 24 424306 1854524 406500 1841931 Total Expenses 1854524 1841931
V Profit before tax (462866) (450643)VI Extra Ordinary Item 25 1639 1639 VII Profit before tax after Extra Ordinary
Items (464505) (452282)
VIII Tax Expenses - - IX Profit (Loss) for the period (464505) (452282)X Earnings Per Equity Share
i) Basic (1367) (1331)ii) Diluted (1367) (1331)
Significant Accounting Policies 1Other Disclosures 25 - 40
Accompanying Notes are an integral part of the Financial StatementsThis is the Statement of Profit amp Loss referred to in our Report of even date
STATEMENT OF PROFIT amp LOSS FOR THE YEAR ENDED 31ST MARCH 2015 (` in 000rsquos)
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Uniworth Limited48
UNIWORTH
UNIWORTHLIMITED
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2015 (` in 000rsquos)
Particulars 31032015 31032014A Cash Flow from Operating Activities
Net Profit (Loss) before Tax (464505) (452282)Adjustments For Depreciation and amortisation expense 42727 42824 Exceptional Items 1639 1639 Interest Income (2700) (2299)Dividend Received - (2)Net (Gain)Loss on foreign exchange (26043) (114085)Finance Cost 536119 536116 Sundry Balances w_off 152 - Unspent Liabilities Written Back - (9895)Operating Profit before Working Capital Changes 87389 2017 Adjustments For Increase(Decrease) in Other Long Term Liabilities 12712 20646 Increase(Decrease) in Long Term Provisions 9194 9106 Increase(Decrease) in Short Term Provisions 1332 (2926)Increase(Decrease) in Trade Payables 253652 158899 Increase(Decrease) in Other Current Liabilities 550241 602658 Decrease(Increase) in Non-Current Investment - - Decrease(Increase) in Long Term Loans amp Advances (5984) 1518 Decrease(Increase) in Other Non-Current Assets - - Decrease(Increase) in Inventories 34916 (26068)Decrease(Increase) in Trade Receivables (400348) (331229)Decrease(Increase) in Short Term Loans amp Advances (28198) (20496)Decrease(Increase) in Other Current Assets - (1)Cash Generated from (used in) Operating Activities 514906 414124 Tax Expense - - Net Cash Flow from(used in) Operating Activities (A) 514906 414124
B Cash Flow from Investing Activities Interest Income 2700 2299 Dividend Income - 2 Proceeds from sale of Non-Current Investments - - Addition to Tangible Fixed Assets 1408 1295 Addition to Intangible Fixed Assets - - Sale of Tangible Fixed Assets 241 5 Net Cash flow from(used in) Investing activities ( B ) 4348 3601
Annual Report 2015 49
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos)
Particulars 31032015 31032014C Cash Flow from Financing Activities
Proceeds from Equity Shares - - Repayment from Long term Borrowings - - Proceeds from Short term Borrowings (134) (1)Exceptional Items (1639) (1639)Net Gain on foreign exchange 26043 114085 Interest Expense (536119) (536116)Net Cash Flow from Financing Activities ( C ) (511849) (423671)Net Increase ( Decrease ) in Cash amp Cash Equivalents ( A+B+C ) 7406 (5947)Closing Balance of Cash amp cash Equivalents 25352 17946 Opening Balance of Cash amp cash Equivalents 17946 23893 Net Increase ( Decrease ) in Cash amp Cash Equivalents 7406 (5947)
Notes 1 The above Cash Flow Statement has been prepared under the ldquoIndirect Methodrdquo as set out in Accounting
Standard -3 on Cash Flow Statement notified under the Companies (Accounting Standards) Rules 20062 Addition to Fixed Assets include movement of Capital Work in Progress during the year3 Proceeds from Long term Borrowings are shown net of repayments 4 Figures in brackets represent cash outflow from respective activities 5 Cash amp cash Equivalents do not include any amount which is not available to the Company for its use6 As breakup of Cash amp cash equivalents is also available in Note No16 reconciliaton of items of Cash amp
cash equivalents as per Cash Flow Statement with the equivalent items reported in the Balance Sheet is not required
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Uniworth Limited50
UNIWORTH
UNIWORTHLIMITED
1 SIGNICANT ACCOUNTING POLICIES A BASIS OF PREPARATION The Financial Statements have been prepared to comply in material respects with the Accounting
Principles generally accepted in India including mandatory Accounting Standards specified under Section 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014 under the historical cost convention and on accrual basis The Accounting Policies in all material respect have been consistently applied by the Company and are consistent with those used in previous year
B TANGIBLE ASSETS Tangible Assets are stated at cost including pre-operative expenses amp borrowing cost allocated to
qualifying assets in proportion to costs thereof C IMPAIREMENT OF ASSETS An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value An
impairement loss is charged to the profit and loss account in the year in which an asset is identified as impaired The impairement loss recognised in prior accounting period is reversed if there has been a change in the estimate of recoverable amount
D CAPITAL WORK IN PROGRESS Stated at Cost E DEPRECIATION a The full value of Leasehold land is amortized over the period of lease b Depreciation on Tangible Assets continues to be provided on straight-line method at the rates
prescribed in erstwhile Schedule ndash XIV of the Companies Act 1956 This is a non-compliance of mandatory Accounting Policy required to be followed by the Company for Depreciation on Tangible Assets in terms of Accounting Standard (AS) 6 Depreciation Accounting
F INVENTORIES Basis of Valuation Raw Material At Cost Stores amp Spare Parts At Weighted Average Cost Work in Process and Finished Goods At Cost or Market Value whichever is lower Cost for this
purpose is determined with reference to cost of materials labour and appropriate overheads
Waste Stock At estimated realizable value except waste of Silk Division used for recycling which is valued at Cost as per past practice
G INVESTMENTS Long Term Investments are stated at cost less provision and write off in cost wherever the management
considers the fall in value to be of permanent in nature H BORROWING COSTS Borrowing costs that are attributable to the acquisition and construction of a qualifying asset are capitalized
as part of cost of that asset Other borrowing costs are recognised as expense in the period in which they are incurred
I EMPLOYMENT BENEFITS i) Short Term Employees Benefits The undiscounted amount of short-term employee benefits expected to be paid in exchange for the
services rendered by employees is recognized during the period when the employee rendered the service This benefit includes salary wages short-term compensatory absences and bonus
NOTES TO THE FINANCIAL STATEMENTS
Annual Report 2015 51
UNIWORTH
UNIWORTHLIMITED
ii) Long Term Employees Benefits a) Defined contribution Short Term Employees Benefits to ESIC (employees State Insurance
Corporation) and Provident Fund Schemes This contribution is recognized during the period in which employee renders service
b) Defined Benefit Scheme For defined benefit scheme the cost of providing benefit is determined using the projected unit credit method with actuarial valuation being carried out at each balance sheet date The retirement benefit obligation recognized in the balance sheet represents the value of defined benefit obligation as reduced by fair value of planned assets Actuarial gain and losses are recognized obligation in full during the period in which they occur
c) Leave encashment is determined on accrual basis J RECOGNITION OF INCOME AND EXPENDITURE Items of Income and Expenditure are recognised on accrual basis K SALES Sales are inclusive of Job Processing charges and exclude Inter Unit transfer claims etc L FOREIGN EXCHANGE TRANSACTIONS a) Assets and Liabilities relating to Foreign Currency outstanding at the year-end are translated at the
year-end rates b) Purchases and Sales are accounted for at average rates of exchange prevailing in the month
immediately preceding the month of transactions and the difference on account of foreign exchange fluctuation on the date of actual paymentrealization are treated as foreign exchange gainloss
M SEGMENT REPORTING The accounting policies adopted for Segment Reporting are in line with the accounting policies of the
company Revenue and Expenses have been identified to Segments on the basis of their relationship to the
operating activities of the segment Revenue and Expenses that relate to the enterprise as a whole and are not allocable to segment on a reasonable basis have been included under ldquoOthersrdquo
N TAXATION Current Tax is determined on the basis of the amount of tax payable under the Income Tax Act 1961
if any Deferred Tax LiabilitiesAssets subject to consideration of prudence are recognized and carried forward only when there is reasonable certainty that sufficient taxable Income will be available against which such Deferred Tax Liabilities Assets can be adjusted
O PROVISIONS AND CONTINGENT LIABILITIES The company recognizes a provision when there is a present obligation as a result of a past event that
probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may but probably will not require an outflow of resources Where there is possible obligation or a present obligation and the likelihood of outflow of resources is remote no provision or disclosure for contingent liability is made Contingent liabilities are generally not provided for in the accounts and are disclosed separately in Notes on Accounts
P EARNING PER SHARE Basic earning per share is calculated by dividing the net profit or loss for the period attributable to
equity shareholders by weighted average number of equity shares outstanding during the period The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for the events such as bonus share other than conversion of potential equity shares that have changed the number of equity shares outstanding without a corresponding change in resources For the purpose of calculating diluted earning per share the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares
NOTES TO THE FINANCIAL STATEMENTS
Uniworth Limited52
UNIWORTH
UNIWORTHLIMITED
NOTES TO THE FINANCIAL STATEMENTS2 Share Capital
Particulars 2014-15 2013-14a) Authorised
40000000 Equity Shares of ` 10- each (Previous Year 40000000 Equity Shares of ` 10- each)
400000 400000
900000013 Non Convertible Cumulative Redeemable Preference Shares of ` 100- each (Previous Year 9000000 Preference Shares of ` 100- Each)
900000 900000
Total 1300000 1300000 b) IssuedSubscribed amp Paid Up
33986243 Equity Shares of ` 10- each (Previous Year 33986243 Equity Shares of ` 10-each)
339862 339862
Preference Shares of ` 100- each (Previous Year 600000 13 Non Convertible Cumulative Redeemable Preference Shares of ` 100- each)
60000 60000
Total 399862 399862
c) Reconciliation of the number of Equity Shares Outstanding
Particulars 2014-15 2013-14Nos Nos Nos Nos
Number of Shares outstanding at the beginning of the year
33986243 33986243
Number of Shares outstanding at the end of the year
33986243 33986243
d) Reconciliation of the number of Preferance Shares Outstanding
Particulars 2014-15 2013-14Nos Nos Nos Nos
Number of Shares outstanding at the beginning of the year
600000 600000
Number of Shares outstanding at the end of the year
600000 600000
e) Shares in the Company held by each Shareholders holding more than
Name of Shareholders Number ofShares held
of Shareheld
Number ofShares held
of Shareheld
Nos Nos Nos NosAviante International Limited 6924975 2038 6924975 2038
f) Rights Preferances and Restrictions attached to Shares Issued
Each Equity Shareholder holding shares of ` 10- each is eligible for one vote per share held and is entitled to dividend when proposed by the Board of Directors subject to the approval of the sharesholders in the Annual General Meeting Each Equity Shares holders is entitled to participate in repayament of Capital on liqudation after all secured creditors have been paid
(` in 000rsquos)
Annual Report 2015 53
UNIWORTH
UNIWORTHLIMITED
Note 13 Non Convertible Cumulative Redeemable Preference Shares have already matured for redemption
completely by 12th December 2002 as per terms of redemtion However no part of this Share Capital amount could be redeemed by the aforesaid date The Company has received during the year 2010-11 a letter from IDBI The holders demanding forthwith the payament of the entire amount due on redemption togathet with the dividends due thereon
However the matter is pending restructuring of loans due to banks and financial institutions
3 Reserve amp Surplus
Particulars As at 31st March 2014
Addition Deduction As at 31st March 2015
a) Capital Reserve-Cpital Subsidy 6030 - - 6030
b) Securities Premium Account 406046 - - 406046
c) Debenture Redemption Reserve 87000 - - 87000
d) SurplusLoss (9585820) (464505) - (10050325)
(9086744) (464505) - (9551249)
4 Long Term Borrowings
Particulars 2014-15 2013-14a) Bonds Debentures
Secured4050990 125 Non Convertible Part-C Debentures of Rs50- each (Previous Year 4050990 Non Convertible Part-C Debentures of ` 50- each)
190060 190062
Less Unpaid Matured Debentures 190060 - 190062 -Terms of repayment Non - Convertible Part - C of the Debentures of ` 50 each Redeemable at par as per the terms of the issue in three equal instalments on 2341999 2342000 amp 2342001Security The debentures together with interest etc are secured by first mortgage and charge on all the companyrsquos immovable and movable assets both present and future and charge on current assets subject to prior charge createdto be created thereon in favour of the Companyrsquos Bankers for securing borrowings for Working Capital Requirements in the ordinary course of business The mortgage and charge referred to above shall rank pari passu with the mortgages and charges created to be created in favour of the Financial Institutions
(` in 000rsquos)
(` in 000rsquos)
Uniworth Limited54
UNIWORTH
UNIWORTHLIMITED
Particulars 2014-15 2013-14b) Term Loan
From Banks Financial InstitutionsSecured Rupee Loan 1893181 1893181
Foreign Currency Loan 1094029 1053602
2987210 2946783
Less Overdue portion of Rupee amp Foreign Currency Loan (Refer Note 9 (d)]
2987210 - 2946783 -
Terms of RepaymentAs per original agreement all the Term Loans have Become due for repaymentHowever the companyrsquos negotiation with term lenderrsquos for the re-schedulingrestructuring is in process
Nature of SecurityThe Term Loan from Financial InstitutionsBanks are secured to be secured by a first mortgage and charge on all the Companyrsquos immovable and moveable assets of the Company both present and future and charge on current assets subject to prior charge created andor to be created thereon to secure borrowings for Working Capital Requirements in the ordinary course of bussiness The mortgage and charge referred to above shall rank pari passu interse
Total - -
Notes 1) The company being a sick industrial undertaking could not redeem debentures amp interest thereof as per
the terms of issue which will be dealt properly in the restructuring scheme Accordingly no transfer has been made to the Account of Investor amp Protection fund
2) Following the declaration of the Company as a Sick Industrial undertaking by the Board for Industrial and Financial Reconstruction (BIFR) vides its Order dated 30012006 in terms of Section 3 (1) (A) of the Sick Industrial Companies (Special Provisions) Act 1985 and also athe appointment of Industrial Development Bank of India as the Operating Agency for preparation of a viability study report to revive the Company Appeals against the said order were preferred by some of the secured lenders as well as the Company before the AppellateAuthority for Industrial amp Financial Reconstruction (AAIFR) The said appeals were taken up and adjudicated and vide its order dated 05122007 AAIFR has remanded the case back to BIFR with a direction to reconsider the earlier references of the company on the basis of its earlier Balance Sheets also During the year 2010-11 in one of the appeals pending before AAIFR and in pursuance of ARCILrsquos application AAIFR has opined that in veiw of the actions taken by ARCIL under Section 13 (4) of SARFAESI Act the reference filed by the Company stood abated in one of the appeals pending before AAIFR under the proviso to Section 15(1) of SICA
Following the reference application filed by the company having stood abated under the proviso to Section 15(1) of SICA ARCIL has asked Indoworth to handover to them the possession of assets of the company covered by the security
(` in 000rsquos)
Annual Report 2015 55
UNIWORTH
UNIWORTHLIMITED
However matter is subjudice in a suit before the Kolkata High Court and necesssary adjustments would be made in the financial statements if required consequent to the final outcome of the proceedings Pending the above the financial statements have been drawn up on Going Concern basis as the Management is of the view that the going concern assumption is not vitiated for the reason as stated above
3) Under the provisions of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) ARCIL has taken over possession of the secured assets of the Companyrsquos plants during the Financial Year 2008-09 and has appointed Indoworth India Ltd as the Custodian of such assets
The Companyrsquos business continued since the aforesaid take over as usual However the matter is subjudice in a suit before the Calcutta High Court and necessary adjustments in the financial statements if required would be made upon final adjudication of the proceedings However these Accounts have been prepared on a Going Concern basis as the Management is of the view that the Going Concern assumption is not vitiated for the reason as stated above
4) The outstanding balance of Term Loans from Financial Institutions and some of the banks are subject to receipt of confirmation statements which couldnot be avialable due to restructuring in progress
5 Other Long Term Liabilities
Particulars 2014-15 2013-14MP Houshing Board 23331 23331
Electricity Duty 18569 18569
Water Charge 756 42656 756 42656
Selling Commission and Claim amp Discount 183317 170586
Security Deposit 850 850
Others 852 871
Total 227675 214963
6 Long Term Provisions
i) Provision for Employees BenefitsGratuity 37826 30090
Leave Encashment 8954 46780 7497 37587
ii) OthersProvision for Commission on Export Bills 325093 325093
Provision for Sales Claim on Export Bills 547135 872228 547135 872228
Total 919008 909815
Notes The final settlement in respect of sales claims amp commissions provided during the year 2002-03 for ` 872228 lacs is still pending amp the necessary adjustment for such claim amp commissions will be made after finalisation on receipt of necessary approval from the concerned regulatory authorities
(` in 000rsquos)
Uniworth Limited56
UNIWORTH
UNIWORTHLIMITED
NOTES TO THE FINANCIAL STATEMENTS7 Short Term Borrowings
Particulars 2014-15 2013-14a) Loan Repayble on Demand
i) From BanksSecured Packing Credit 659787 659787
Foreign Bill Discount 1311299 1971086 1311299 1971086
Unsecured Book Overdraft From Banks 917455 917455
Nature Security The Working Capital from banks are secured to be secured by first charge by way of hypothecation on the Companyrsquos stocks of Raw Materials Consumables stores Semi-finished and Finished Goods and book debts present and future and Second and sub-servient mortgage and charge created to be created on the companyrsquos immovable and movable assets present and future subject to first mortgage and charge created to be created thereon in favour of lenders of Term Loans amp Debentures
b) Deposit UnSecured - 135
Others
Total 2888541 2888676
Note The outstanding balance of borrowings from the banks for Working Capital Loans and Overdraft are subject to receipt confirmationstatements which could not be available due to restructuring being in progress
8 Trade Payable
Particulars 2014-15 2013-14Import
3295172
3022729
Local 72729 91520
Total 3367901 3114249
(` in 000rsquos)
Annual Report 2015 57
UNIWORTH
UNIWORTHLIMITED
Particulars 2014-15 2013-14Note 1) Amount dues to suppliers which are subject to
cnfirmation of the parties2) There are certain cases pending in appropriate
court regarding goods supplied by various creditors which are being disputed by the company Advance given to them will be adjusted once the cases are disposed off and settled
3) The Company has amounts due to suppliers under the MicroSmall and Medium Enterprises Development Act 2006 (MSMED Act) as at 31st Marchrsquo 2015 as under
The Principal amount and Interest due theeon remaining unpaid to any supplier as at the end of the year
138057 11343
The amount of Interest paid in terms of Section 16 along with the amount of the payment made to the supplier beyond the appointed day during the year
- -
The amount of interest due and payble for the period of delay payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under this Act
- -
The amount of Interest accrued and remaining unpaid at the end of the year
- -
The amount of Interest remaining due and payable even in the succeeding yearsuntil such date when the interest dues as above are actualy paid to the small enterprise
- -
The information has been given in respect of the vendors to the extent they could be identified as ldquoMicro and Smallrdquo enterprise on the basis of information available with the Unit of the Company
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Uniworth Limited58
UNIWORTH
UNIWORTHLIMITED
9 Other Current Liabilities
Particulars 2014-15 2013-14a) Current Maturities of Finance Lease Obligations
Lease Rent 551 138
b) Interest Accrued and Due on Borrowings Interest on Debenture 19695 19695
Interest on Term Loan 1203259 1139767
Interest on Working Capital Loan 5374179 4986011
Interest on ARCIL 609386 7206519 524930 6670403
c) Unpaid Debentures and Interest Accrued thereonOver due unpaid matued Debenture - Refer Note 4(a) 190060 190062
d) Other PayablesOver Due portion of long Term Debentures - Refer Note 4(b)
2987210 2946783
Contribution to PF and Other Funds 1683 1633
Salary Wages amp Bonus 8309 7643
Tax Deducted at Sources 1109 856
Taxes amp duties 11676 15055
Leagal amp Professional Expenses -
Audit Fees 266 266
Power amp Fuel 10430 8216
Rent 732 3205
Selling Commission 7272 14485
Claim amp Discount -
Excise Duty 864 852
Liability for Capital Goods 122954 131829
Miscellaneous Liabilities 17267 23620
Advance credit Balance - 994
Advance From Customer 11651 12270
Total 10578553 10028310
10 Short Term Provisions
Particulars 2014-15 2013-14Others 3729 2397
Total 3729 2397
Note Based on the past experience the company has provided ` 3729 lacs (previous year ` 2397 lacs) during the year as sales claim which the management thinks adquate to meet future claims
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Annual Report 2015 59
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS11 Fixed Assets
i) Tangible Assets
PARTICULARS GROSS BLOCK DEPRICIATION NET BLOCK
Cost as at1042014
Addition during the
year
Deductionadjustment during the
year
Cost as at31032015
Upto1042014
For theYear
Deductionadjustment during the
year
Upto31032015
As At31032015
As At31032014
Free Hold Land 9742 - - 9742 - - - 9742 9742
Lease Hold Land 2425 - - 2425 490 16 - 506 1919 1935
Building 257083 - - 257083 138784 8499 - 147283 109800 118299
Plant amp Machinery 1897145 43 - 1897188 1616282 32931 - 1649213 247975 280863
Electrical Installation 47248 12 - 47260 42515 444 - 42959 4301 4733
Vehicle 3673 - - 3673 3133 253 - 3386 287 540
Furniture amp Fixtures amp off Equip
23287 843 308 23822 18442 584 67 18959 4863 4845
Total 2240603 898 308 2241193 1819646 42727 - 1862306 378887 420957
Previous Year 2239559 1049 5 2240603 1776822 42824 - 1819646 420957 -
Capital Work In Progress
7774 - 2306 5468 - - - - 5468 7774
12 Non-Current Investments
Particulars 2014-15 2013-14a) Investments in Equity instruments
Bodies Corporate Quoted Fully Paid Upi) Joiprakash Associates Ltd
625 (Previos Year 625 Equity Sharers of ` 10- each) Equity Shares of ` 10- each
17 17
ii) Uniworth International Ltd527600 (Previous Year 527600 Equity Shares of ` 10- each) Equity Shares of ` 10- each
792 792
iii) Uniworth Textiles Ltd5687500 (Previous Year 5687500 Equity Shares of ` 10- each) Equity Shares of ` 10- each
17632 18440 17632 18440
Un-Quoted Fully Paid Upi) KDL Pharma Ltd
1500000 (Previous Year 1500000 Equity Shares of 10- each) Equity Shares of 10- each (Full amount Re1-)
ii) Uniworth Power Ltd900 (Previous Year 900 Equity Shares of ` 10- each) Equity Shares of ` 10- each
iii) Uniworth Apparal Ltd2075000 (Previous Year 2075000 Equity Shares of ` 10- each) Equity Shares of ` 10- each
2075 2075 2075 2075
Uniworth Limited60
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Particulars 2014-15 2013-14b) Investments in Debentures or Bonds
Indoworth India Ltd3000000 (Previous Year 3000000 Secured Zero Coupon Debenture of ` 100- each) Secured Zero Coupon Debentures of ` 100- each
300000 300000
c) Investments in Mutual FundsQuoted Fully Paid UpUnit Trust of India 5000 units of Master Equity Plan of ` 10- each(Previous Year 5000 units of ` 10 each)
50 50
320565 320565 Less Provission for diminution in value of Investments 20499 20499 Total 300067 300067 Aggregate value of Quoted Investment 18490 18490 Market value of Quoted Investment 17902 17821 Aggregate value of Un-Quoted Investment 302075 302075 Aggregate Provission for diminution in value of Investments
20499 20499
13 Long Term Loans and Advances
Particulars 2014-15 2013-14a) Security Deposits
Secured Considered Goods 114 114 With Govt Department 24002 21828 UnsecuredConsidered Goods 34501 58617 32032 53974
b) Other Loans and Advances Secured Considered GoodsTaxes amp duties paid under Protest 10786 9524 UnsecuredConsidered Goods 10193 20979 10114 19638 Total 79596 73612
14 Inventories
Particulars 2014-15 2013-14a) Raw Materials 50430 63007 b) Work in Progress 157654 143425 c) Finished Goods 117157 149351 d) Stores amp Spares 21729 29720 e) Waste Stock 16293 12675
Total 363263 398178
Note 1 Mode of valuation - Refer Accounting Policy Note-1(f)2 Finished Goods i) Value of ` 18438 Lacs lying with thrid party ii) Value of ` 11551 Lacs under seizer of the Excise Department for a storage of Stock with a third party
without obtaining permission of the Excise Department
Annual Report 2015 61
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS15 Trade Receivables
Particulars 2014-15 2013-14Sundry Debtors UnsecuredConsidered Goods Outstanding for a period exceeding six month 6406061 5885516 Other Debts 37011 6443072 157208 6042724 Doubtful Outstanding for a period exceeding six month 1644 1644 Less Provision for doubtful debts 1644 - 1644 - Total 6443072 6042724
Note 1) Trade Recievable includes ` 204121 Lacs due from a Company which has become sick and registered with
BIFR under the Sick Industrial Companies (Special Provisions) Act 1985 Quantum of amount considered doubtful is not ascertainable at this Stage Accordingly no provision has been made in the account in this regards
2) In respect of Sundry Debtors (including Domestic sales Debtors) adjustments are pending against supplies and other liabilities etc due to the buyers Managent is confident of recovering the balance after such adjustments pending approval from concerned regulatory authority
3) Certain Debtors are subject to Confirmation4) Trade Recievable includes i) ` 369789 Lacs representing overdue Export Bills outstanding for long against which the acompany has
obtained a decree for realizing the outstanding debts over a period of time ranging up to twenty years The company has also filed an appeal for reductionvariation of the period of time
ii) ` 2709712 lacs representing overdue Export Bills outstanding for long that will be set off against import liabilities claims and commission etc of the respective parties
iii) ` 99230 lacs representing overdue Export Bills outstanding for long against which the management has taken appropriate steps for its recovery
iv) ` 13162 Lacs represanting other trade recievables outstanding for long against which the management has taken appropriate steps for recovery According no provision gas been considered necessary at this stage
16 Cash and Cash Equivalent
Particulars 2014-15 2013-14a) Balances with Banks
In Current Account 20129 10096 Margin Money 4499 4499 Fixed Deposit with Bank 446 25074 3059 17654
b) Cash on hand 278 292 Total 25352 17946
Note 1) Balances with the Bank in Current Account include Debit balances in Current Account of ` 7914 Lacs which
are subject to receipt of confirmation because of restructuring being in progress2) Fixed Deposit lodged with Bank as margin for Guarantee ` 407 Lacs and with Sales Tax Authorities ` 039
Uniworth Limited62
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTSLacs
3) During the year one of the banker of the company Axis Bank Ltd under instructions from ARCIL has made debit freeze (freezing all withdrawals ) of all current account of the company maintained with them the balance of which as per books amounted to ` 6523 lacs as on 31st March 2015As per Confirmation Certificates obtained from the Bank total balance of all such Current Accounts works out to ` 426 lacs as on 31st March 2015 in absence of any details of the withdrawalsother transactions made from such Accounts necessary entries could not be made in the books of the company
4) During the year the company opened certain new Current Accounts with Banks (other than the bankers of the Company)
17 Short Term Loans and Advances
Particulars 2014-15 2013-14a) Loans and Advances to Related Parties
Unsecured Considered GoodUniworth Textiles Limited 126226 132487 Doubtful Uniworth Apparel Ltd 129316 129316 Less Provission for Doubtful Advance 129316 - 129316 -
b) Others Secured Considered Good UnsecuredConsidered Good Loans to Bodies Corporates 21680 21680 Interest Receivable 10417 10417 Advance to Suppliers 20707 16632 Vat Receivable Cenvat Rebate Recievable 9184 8635 TDS Receivable 3482 3045 Focus Market Recievable 1917 Excise Duty Advance ( PLA ) 14 Service Tax amp Ed Cess Receivable 634 2422 DEPB Receivable 6 6 Duty Draw Back Receivable 720 2085 CST Refund Claim Receivable - 477 ADVANCE FBT REFUNDABLE 67 67 Claims Receievable from Banks 68936 68936 Prepaid Expenses 1042 1169 Miscellaneous Advances 378446 517252 347375 482946 Doubtful Loans to Bodies Corporates 69065 69065 Less Provision for Doubtful Advance 69065 - 69065 - Total 643478 615433
Note
Annual Report 2015 63
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS1) Claim receivable of ` 68936 lacs due from various banks on account of excess interest charged by them in
earlier years are subject to confirmation No provision has been made there against2) Short Term Loans and Advances includes ` 132709 Lacs which have become sick and referred to BIFR under
the Sick Industrial Companies (Special Provisions) Act 1985 Quantum of amount considered doubtful is not ascertainable at this Stage Accordingly no provision has been made in the account in this regards
3) Advance includes ` 314473 Lacs due from a party which in opinion of the Management is considered t be fully recoverable
4) Advance includes ` 010 Lacs due from a director (Max Amount at any time during the year ` 108 Lacs)5) Certain Advances are subject to Confirmation
18 Other Current Assets
Particulars 2014-15 2013-14Transfer of Fixed Assets 594837 594837 Total 594837 594837
Note The adjustment of ` 594837 lacs pertaining to transfer of Fixed Assets of the company in earlier years under scheme of demerger is still pending and will be dealt in restructuring Scheme19 Contingent Liabilities and Commitments (To the extent not provided for)
i) Contingent Liabilities a) Claim against the company not acknowledged as
debt b) Guarantees 767629 767742 c) Other money for which the company is contingently
liable - Letter of Credit 9882 9882 - Arrear Dividend on 13 Non Convertible Cumulative Redeemable Preference Shares (Refer Note 2 (b)) 38224 38224 - Entry Tax 8858 8858 - Central Commercial Sale Tax Demands 20463 20463 - Excise Demands 104329 127129 - Interest on Lease rent 473 - TDS Demand Default 923 - Custom Demands 46922 25200 - Professional TaxLabour CasesWater Cess etc 985 981 - Electricity Duty 11545 242604 115450 346187 Total 1010233 1113929
Note 1) Claims Disputed liabilities not acknowledged as debtthe amount of which is not ascertained2) Gaurantees include Corporate Guarantees ` 7000 lacs ( Previous Year ` 7000 lacs) given by the Company
to financial Institutions and Banks for granting Term Loans and Working Capital Loans to certain Body Corporates
Uniworth Limited64
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS20 Other Income
2014-15 2013-14a) Interest Income (TDS ` 48052- PY ` 852437-) 2699 2299 b) Other Non - operating Income (Net) 31196 233014
Total 33895 235313
21 Cost of Materials Consumed
a) Raw Materials 652552 724694 Total 652552 724694
22 Change in Inventories
a) Closing StockFinished Goods 117157 149352 Work in Progress 157654 143425 Waste 16293 291104 12674 305451
b) Opening StockFinished Goods 149352 117114 Work in Progress 143425 167480 Waste 12674 305451 12558 297152 Total 14347 (8299)
23 Finance Cost
a) Interest Expense 536119 536116 Total 536119 536116
Notes 1 Interest provision on borrowing from some of the institutions and banks has been made in the accounts at
prevailingestimated rates on simple interest basis applicable on such loans The impact of compound interest Penal charges wherever applicable could not be ascertained Besides there is dispute between the Company and BankersCreditors over the issue of charging interest and payment to the BankersCreditors of interest and principal amountThe BankersCreditors have approached appropiate court of law for recovery of its due which is being defended by the Company
2 Pending restructuring interest provision on certain loansborrowings has not been made and impact of the same is not presently ascertainable
24 Other Expenses
Particulars 2014-15 2013-14Stores amp Spare parts Consumption 132265 105108 Rent 2281 1873 Rates amp Taxes 9476 4298 Insurance 1570 1074 Power amp Fuel 132683 107966 Repairs amp Maintanance 5228 5997 Bank Charges 388 484
Annual Report 2015 65
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Particulars 2014-15 2013-14Travelling amp Conveyance 8472 7678 Directors Fees 34 40 Payment to Auditors 310 316 Brokarage amp Commission 31788 21295 Legal and Professional Expense 11176 10551 Postage and Telegram 3528 2066 Stock Echange Listing Fees 171 - Sundry Balnces woff 152 - Freight amp Forwarding 8961 5847 Previous Year Adjustment 27401 2680 Net Loss on Foreign Currency Exchange - 94977 Miscellaneous Expenses 48422 34250 Total 424306 406500
25 Additional Information
1 (a) Employees Benefits Expense Salaries and Wages 121483 120642 Contribution to Providend Fund and Other Fund 18697 8540 Staff walfare Expense 10960 10601 Total 151140 139783
Note Salary and Wages includes payment to a whole time director remuneration (b) Depriciation and Amortizartion Expense
Tangible Assets 42727 42824 Intangible Assets - Total 42727 42824
(c) Payments to Auditors Audit Fees 225 225 Taxation Matter 30 30 Other Services 30 37 Reimbursement Of Expenses 25 24 Total 310 316
(d) Exceptional and Extra Ordinary Items i) Extra Ordinary Item Impairment of Capital Work in Progress 1639 1639 Total 1639 1639
(e) Prior Period Items Previous Year Adjustment 27401 2680 Total 27401 2680
Uniworth Limited66
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Particulars 2014-15 2013-14 Qty Value (`
In lacs) Qty Value (`
In lacs) 2 a) Raw Material consumption (Under Broad Head)
i) Scoured Wool Wool Top 395824 3288 394649 2810 ii) Polyester Tow Tops 352452 545 244445 340 iii) Silk Tops 237671 2605 236291 3993 iv) Others 118274 87 141371 104 Total 1104221 6526 1016756 7247
b) Goods Purchased under broad head 9521 333 241 3 Total 9521 333 241 3
3 Work In Progress under broad headWool Tops 93757 919 75885 577 Polyester Tops 32668 109 45001 113 Waste 6805 34 120 1 Acrylic tops - - 493 1 Others 24688 515 32767 742 Total 157918 1577 154266 1434
4 a) Value of imports calculated on CIF basis by the company during the financial year in respect of -I Raw Materials 1159 130998 II Componants and Spare Parts 16916 20704 III Capital Goods - 18075 - 151702
b) Expenditure in Foreign Currency during the financial yearI Travelling - 334 II Commission to Selling Agent 39926 9129 III Others - 516
c) Total value of Imported and Indigenous materials consumedI Raw Material
Imported 1487 144509 Indigenous 651065 652552 580185 724694 Total 652552 724694
II Spare Parts and ComponantsImported 9319 19606 Indigenous 122946 132265 85502 105108 Total 132265 105108
d) The amount remited during the year in foreign currency on account of dividends to Non- Resident Shareholders
Annual Report 2015 67
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
e) Earnings in Foreign ExchangeI Export of Goods calculated on FOB Basis 125682 77602 II Royalty Know-how Professional and
Consultation FeesIII Interest and DividendIV Other Income
Note Including deemed export ` 110538 lacs (Previous year ` 149115 lacs)26 Managing Whole Time Executive Directorsrsquo Remuneration
(` In Lacs) (` In Lacs) Salary 600 1056 Allowances 209 629 Perquisites 065 078 Total 874 1763
27 Related Party disclosure as required by AS ndash 18 ldquoRelated Party Disclosurerdquo are given below a) Relationship Associates Uniworth Textile Ltd Uniworth Power Ltd Uniworth Apparel Ltd Aviante International Ltd Key Management Personnel Mr S N Shenwai b) Transactions with Related parties (` in Lacs)
Associates2014-15 2013-14
Purchase of Goods Sales of Goods 111555 100613 Services Rendered Enjoyed 14237 3278 Payment made to the Key Management Pesonnel of an Associate - 834 Loans amp Advances -Given during the yr 15961 13839 -Received during yr 21362 17310 -Balance 310315 (including receivables) 425051 132488 Guarantee Given 700000 700000
c) Transactions with Key Managemnt Personnel
Loans amp Advances Given During the year - 430 Received during the year 098 - Balance as on 31032015 010 430
d) Balance of ` 425051 lacs with Uniworth Textiles Limited (Related Party) as at 31st March 2015 is under reconciliation
Uniworth Limited68
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS28 Based on the guiding principles given in Accounting Standards on ldquoSegment Reportingrdquo (AS-17) the Companyrsquos
primary business segment is Wool and Silk business
Segment wise Revenue Results and Capital Employed under Clause 41 of the Listing Agreement for the year ended 31st March 2015
(` In Lacs) (` In Lacs)
2014-15 2013-14 A Primary Segment
a) Segment Revenue (Net SalesIncome) i) Segment ndash Wool 766964 595091 ii) Segment ndash Silk 590799 560884 iii) Others
1357763 1155975 Less Inter-Segment Revenue ndash ndash Net SalesIncome from Operations 1357763 1155975
b) Segment Results Profit (+)Loss ( - ) ( Before Tax and Interest from each Segment)
Segment ndash Wool 6514 36524 Segment ndash Silk 66739 48950 Others
73253 85474 Less Interest (Net) 536119 536117 Add Other Un-allocable income net of un-allocable expenditure
(1639) (1639)
Total Profit(Loss) before Tax (464505) (452282)
c) Net Segment Assets (Segment Assets less Segment Liabilities) Segment Assets Segment Liabilities
2014-15 2013-14 2014-15 2013-14 i) Segment ndash Wool 77801 74360 80802 77361 ii) Segment ndash Silk 7538 7387 7538 7387 iii) Others iv) Unallocable assets amp liabilities 3001 3001 ndash ndash
Total 88340 84748 88340 84748
Net Segment Assets 2014-15 2013-14
(3001) (3001) ndash ndash ndash ndash
3001 3001 ndash ndash
(` in 000rsquos)
Annual Report 2015 69
UNIWORTH
UNIWORTHLIMITED
d) Capital Expenditure (including Capital work in progress amp Depreciation) Capital Expenditure Depreciation
2014-15 2013-14 2014-15 2013-14 Segment ndash Wool 9 10 390 390 Segment ndash Silk ndash 1 37 38 Others Total 9 11 427 428
B) Secondary Segment Segment ndash Wool Segment ndash Silk
Geographical Distribution of Segment Revenues
2014-15 2013-14 2014-15 2013-14
India 6243 5190 5908 5609 Outside India 1427 761 - - Total 7670 5951 5908 5609
29 Employee benefits (Revised Accounting Standard 15)
a) Defined Contribution Plan
The company makes contribution towards Provident Fund and ESIC to a defined contribution retirement benefit plan for qualifying employees
The Provident Fund plan is operated partly by RegionalProvident Fund Commissioners and partly by an independent Trust ESIC by Government agencies Under the said schemes the company is required to contribute a specific percentage of pay roll costs in respect of eligible employees to the retirement benefit scheme to fund the benefits
During the year the company has recognised ` 6405 lacs for Provident fund contribution Rs 1898 lacs for ESIC The Contribution payable to these plans by the Company is at the rates specified in the rules of the scheme
b) Defined Benefit Plans
i) The plan provides for a lump sum payment to vested employees upon retirement death while in employment or on termination of employment of an amount equivalent to 15 days basic salary payable for each completed year of service Vesting occurs upon completion of five years of continuous service
ii) The employees of the company are eligible for encashment of leave upon retirement up to 30 days for each year (Maximum 120 days) Leave is accounted for on accrual basis
NOTES TO THE FINANCIAL STATEMENTS (` in 000rsquos)
Uniworth Limited70
UNIWORTH
UNIWORTHLIMITED
(` in Lacs)
Gratuity(Infunded)
31-03-15 31-03-14A Expenses recognised in the Statement of Profit amp Loss Account for
the year ended 31032015 i) Current Service Cost 1492 852 ii) Interest Cost 2407 1949 iii) Expected return on planned Assets - - iv) Actuarial (gain)loss 4798 5358 v) Past Service Cost vi) Effect of any curtailment settlement vii) Unrecognised defined benefit Plan viii) Expenses recognised in the Profit amp Loss Ac 8697 8159
B Net (Asset) Liabilities recognised in the Balance sheet as at 31st March 2015 i) Present Benefit of defined benefit Obligation 37826 30089 ii) Fair Value of planned Asset iii) Net (Asset) Liabilities recognised in the Balance sheet 37826 30089
C Changes in the Present value of defined benefit obligation during the year ended 31st March 2015 i) Present Value of defined benefit obligation as at 1st April 2014 30089 22931 ii) Current Service Cost 1492 852 iii) Interest Cost 2407 1949 iv) Actuarial (gain)loss 4798 5358 v) Benefit Paid (960) (1001)
Present value obligation as at 31st March 2015 37826 30089 D Principal Actuarial Assumption Used
Discount rates as at 31st March 2015 800 850Expected Return on Planned Asset NA NA Expected Salary Increase rate 600 600Mortality Rate LIC
(2006-08) (Mortality
Table)
LIC (1994-95) (Mortality
Table)
E Reconciliation of Net Assets Liability recognized in the Balance Sheet as on 31st March 2015 Net Assets (Liability) recognized in the Balance Sheet as at 31st March 2014
30089 22919
Employerrsquos Expenses 8697 8171 Employerrsquos contributions (960) (1001)Net Assets Liability) recognized in Balance Sheet as on 310315 37826 30089 Note Above information have been compiled on the basis of certificate issued by the Actuaries
Annual Report 2015 71
UNIWORTH
UNIWORTHLIMITED
30 With the introduction of the companies Act 2013 with effect from 1st Arpil 2014 adoption of Schedule - II of the said Act regarding calculation of depreciation based on estimated Useful Life of each tangible asset has become mandatory from that date However as the companyrsquos Fixed Assets Register has not yet been fully updated with regard to estimated useful life of each asset calculation of depreciation as per schedule -II could not be made by Company during the year This tantamount to non- compliance of mandatory requirements of the Companies Act 2013 read with Accounting Standard (AS) 6 Depreciation Accounting Effect of such non-compliance on the Financial Statements of the Company is not presently ascertainable
31 The Company has not recognized Deferred Tax Assets (Net) as per Accounting Standard ndash 22 regarding ldquoAccounting for Taxationrdquo estimation of future in view of consistent losses and of uncertainty regarding Profit with reasonable certainty
32 Certain Banks and Financial Institutions have taken legal recourse for recovery of their dues from the companyLoans and Advances includes Rs 150 lacs deposited with the Banks in the name of advocates on record for both parties as per order of Honrsquoble Kolkata High Court in case of litigation with the Bank
33 Due to non-completion of certain technical formalities certain borrowing facilitieswhich were to be transferred to a body corporate pursuant to the original scheme of restructuring could not be made
34 The company has applied from time to time to The Reserve Bank of India for extension set off of certain over- due bills approval of which is still awaited
35 In preparation of these Accounts cognizance has not been taken by the Company of a Debit Note sent by a body corporate in an earlier year indicating the unilateral transfer back by the said body corporate of all the assets which were transferred to them on 01042000 together with all existing and underlying securitiescharges as part of the restructuring scheme formulated by ICICI in view of the various judicial proceedings pending at this juncture However the Company has been legally advised to deal with the above transfer back only after final disposal of the process of adjudication by the Court
36 Export obligation for the assets acquiredtaken on lease without payment of applicable duties lies with the Company under the provisions of the Exim Policy (Amount unascertained)
37 Discounts commission amp other selling expenses include commission Rs 23591 lacs (Pr year Rs 13381 Lacs)
38 Claims had been filed against the Compamy by a body corporate amounting to Rs 21625 Lacs for non fulfillment of certain clauses of an agreement relating to transfer of Nagpur Unit to them in respect this we are unable to express our opinion on liablities that may arise eventualy on finalistion of suit
39 Earning Per Shares (Rs in 000rsquos)
2014-15 2013-14a) Net Profit(Loss) after tax available for equity shareholders (464505) (452282)b) Weighted average number of Basic Equity Shares of Rs10- each
outstanding during the year (Noof shares) 33986243 33986243
c) Weighted average number of Diluted Equity Shares of Rs10- each outstanding during the year (Noof shares)
33986243 33986243
d) Basic Earning Per Shares (Rs) ab (1367) (1331)e) Diluted Earning Per Shares (Rs) ac (1367) (1331)
Uniworth Limited72
UNIWORTH
UNIWORTHLIMITED
40 The previous yearrsquos figures have been reworked regrouped rearranged and reclassified wherever necessary and practicable Amounts and other disclosures for the preceding year are included as an integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Annual Report 2015 73
UNIWORTH
UNIWORTHLIMITED
If undelivered please return to UNIWORTH LIMITEDlsquoGreen Acresrsquo2 Nazar Ali Lane Flat - 4AKolkata - 700 019
UNIWORTH LIMITED CIN L17299WB1988PLC044984
Registered Office Green Acres 2 Nazar Ali Lane Flat-4AKolkata ndash 700 019 Telephone (033) 4006 1301 Email uniworthlimitedgmailcom
ELECTRONIC VOTING PARTICULARS
EVEN (Electronic Voting Event Number) User ID Password
Note Please read the instructions printed in the Notes of the Notice of AGM before exercising the vote
ATTENDANCE SLIP IWe hereby record myour presence at the 27th Annual General Meeting of the Company held on Tuesday September 29 2015 at 1030 AM at Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046
Folio NoDP ID amp Client ID Share Holding Serial No Name Name(s) of Joint Holder(s) if any
Address
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip Proxyrsquos Name in Block Letters MemberrsquosProxyrsquos Signature Note Please bring the Attendance Slip duly signed to the meeting and hand it over at the Entrance of the Meeting Hall UNIWORTH LIMITED PROXY FORM MGT-11
CIN L17299WB1988PLC044984 Registered Office Green Acres 2 Nazar Ali Lane Flat-4AKolkata ndash 700 019 Telephone (033) 4006 1301 Email uniworthlimitedgmailcom
[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies (Management and Administration) Rules 2014]
Name of the Member(s) Registered Address E-mail ID Folio NoDP ID amp Client ID IWe being the Member(s) of Uniworth Limited holdinghelliphelliphelliphelliphelliphelliphelliphelliphelliphellipEquity Shares of the above named Company hereby appoint
1) Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipAddresshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipE-mail ID helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip or failing himher
2) Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipAddresshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipE-mail ID helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip or failing himher
3) Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipAddresshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipE-mail ID helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip or failing himher
as myour Proxy to attend and vote (on a poll) for meus and on myour behalf at the 23rd Annual General Meeting of the Company to be held on Tuesday September 29 2015 at 1030 AM at Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046 at any adjournment thereof in respect of following resolutions
S No Resolutions
Ordinary Business
1 Adoption of Audited Financial Statements of the Company for Financial Year ended 31st March 2015 Reports of the Board of Directors and Auditors thereon
2 Re-appointment of Mr S N Shenwai (DIN 01716415) who retires by rotation
3 Appointment of Auditors and to fix their remuneration
Special Business
4 Appointment of Mr Tara Chand Jain (DIN 07144151) as an Additional Director
5 Appointment of Mr K Jhunjhunwala (DIN 00035091) as an Independent Director
6 Appointment of Mrs Silpi Chakraborty ( DIN 06923695) as an Independent Director
Signed this helliphelliphelliphellipday of helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip2015 Signature of Shareholder(s)helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature of Proxyholder(s)helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip
Notes 1 This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the AGM
2 For the Resolutions Explanatory Statement and Notes please refer to the Notice of Annual General Meeting of the Company 3 A proxy need not be a member of the Company
Affix Revenue Stamp
i
FORMB
Format of covering letter of the Annual Audit Report to be filed with the Stock Exchange
1 I Name of the Company Uniworth Limited
2 I Annual Financial Statements for the Year 31st March 2015 ended
3 I Type of Audit Qualification 1 Footnote (i) to Note No 23 regarding interest bull provision on borrowings from some of the institutions and banks which has been made in
the financial statements under simple interest method at the prevailing estimated rates applicable on such loans in absence of relevant documentsconfirmations as a result of which impact of compound interestpenal charges wherever applicable having not been ascertained as well as the note therein regarding the matter of dispute between the Company and the BankersCreditors in connection with charging of interest payment and payment of principal
2 Footnote No (ii) to Note No 23 regarding nonshyprovision of Interest on certain loans and the impact of the non-provision is not presently ascertainable
3 Footnote No 4 (i) (ii) and (iii) of Note No 15 regarding overdue Export Bills amounting to Rs 3178731 lacs outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
4 Footnote 1 of 17 regarding Claims Receivable amounting to Rs 68936 lacsdue from various banks outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
5 Footnote 3 of Note No 17 regarding advance of Rs 314473 lacs due from certain parties which in our opinion are considered doubtful of recovery against which adequate provision has not been made
6 Footnote 3 of Note No 16 relating to nonshyaccounting of withdrawals other transactions from certain Bank accounts during the year due
to rpasons stated on the said Note 16 (3) 7 Note No 30 regarding nun-compliance or
Accounting Standard (AS) 6 Depreciation Accounting due to non-adoption of Schedule - II of the Companies Act 2013 and also nonshycompliance of mandatory Accounting Policy for Depreciation required to be followed by the Company due to reasons stated in the said Note
8 In absence of any workings for impairment of assets as per Accounting Standard (AS) 28 Impairment of Assets the impact of such impairment is not ascertainable
9 Non-provision I non-compliance of Items indicated in (1) to (8) above constitute a departure from the Accounting Standards referred to in Section 133 of the Act Without considering Item Nos (1) (2) (6) (7) and (8) above whose impact on the Companys Statement of Profit and Loss is presently nonshyascertainable had the provisions indicatprI in Item Nos (3) to (5) been made (i) the Loss for the year would have increased by Rs 3562140 lacs
(ii) Trade Receivables would have decreased by Rs 3178731 lacs
(iii) Shott Term Loans and Advances would decreased by Rs 383409 lacs
(iv) The Shareholders Fund would have been lower by Rs 3562140 lacs
In our opinion and to the best of our information and according to the explanations given to us except for the like effects of the matters described in the Basis for Qualified Opinion paragraph above the aforesaid Financial Statements give the information required by the Act in the manner so required and give a true and
fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2015 and its loss and its cash flows for the year ended on that date
We draw your attention to the following matters in the Notes to the Financial Statements
1 Following Notes to the Financial Statements describe the uncertainty related to the outcome of the lawsuits lother legal matters and matters under settlements indicated therein
~~-~ or ~r gt
~~I(J~ IOfl1)
I (a)Footnote (2) to Note No4 regarding legal issues
following securitization of Secured Loans as stated in the said Note
(b)Footnote (2) of Note No 15 regarding pending adjustments of Sundry Debtors against supplies and other liabilities etc due to the buyers In absence of final settlement with the parties and non-receipt of necessary approval from concerned regulatory authority extent of the amount of adjustments so required could not be ascertained
(c) Footnote to Note No 6 regarding estimated amount of Rs 872228 lacs provided during the year 2002-03 as sales claims and commissions relating to earlier years from overseas customers of the Company which is pending for final settlement Necessary adjustments for such claims and commissions will be made after final settlement and obtaining necessary approval frommiddot the concerned regulatory authority
(d)Footnote 1 of Note No 15 and Footnote 2 of Note No 17 regarding Debtors and Advances amounting to Rs 145362 lacs and Rs 138719 lacs respectively relating to Companies which have become Sick and referred to BIFR under the Sick Industrial Companies (Special Provisions) Act 1985 As the rehabilitation scheme of these companies are pending finalisation the amount of provision if any which may be required remain unascertainable
(eNote No 32 regarding legal recourse taken by certain banks and financial institutions for recovery of their dues and the matter is sub-judice as stated in the said Note
(f) Note No 33 regarding non-compliance of certain technical formalities due to which transfer of certain borrowing facilities to a body corporate could not be made
(g)Note No 34 regarding applications made by the Company with the Reserve Bank of India from time to time for extension I setting off of certain overdue bills
(h)Note No 35 regarding Debit Note sent by a body corporate in an earlier year for unilateral transfer back of all assets not taken into cognizance by the Company in preparing these Financial Statements as stated in the said Note
~o(r_~-~ _( l~ I ))() C
Jflt ~
(i) Note No 38 regarding claims filed by a body mrporate for Rs 21625 lacs for non-fulfilment of clauses of the agrppment relating to transfer of Ilagpur Unit to them outcome of which would eventually arise on finallsation of suit
(j) tvlatters disclosed in Note No 19 relating to Entry Tax CentralCommercial Sales Tax Demands Customs Demands Professional TaxLabour casesWater Cess Electricity Duty etc disclosed under Contingent Liabilities which are contested by the Company and pending before various forums authorities for final decisions
2 Note No 4 (Footnote 4) Note No 7 (Footnote) and Note No 16 (Footnote 1) to the financial statements regarding non-receipt of confirmations in respect of borrowings from banksFinancial Institutions and also debit balances in certain current accounts with banks due to restructuring being in progress book balances thereof have been relied upon
3 Note No 27 (d) regarding balance with a related party under reconciliation
4 Footnote 2 amp 3 of Note No 4 to the financial statements regarding preparation of these financial statements on Going Concern basis for the reasons stated therein as also the fact that the Company has accumulated losses and its net worth has been fully eroded Further the Company has incurred net loss during the current and previous years and the Companys current liabilities exceeded its current assets as at the Balance Sheet date These conditions along with other matters set forth in Notes to Financial Statements indicate the existence of a material uncertainty that may cast significant doubt about the Companys ability to continue as a going concern
Our opinion is not modified in respect of these matters
Frequency of Qualification I Yearly Draw attention to relevant notes in the IThe Company has adequate system of internal Annual Financial statements and
4
controls to ensure that all assets are safeguarded and I
protected against loss and that all transactions are in the Directors Report management response to the qualification
authorized recorded and reported correctly TIle systems are designed to support the reliability of the financial and other records for preparing financial statements and other data The Statutory Auditors also discuss their comments and findings with the management as well as with the audit committee
The Company has also regularly placed before the Board Internal Audit Reports FinanCial Results with Provisional Balance Sheets Performance Review Report of various Units together with Executive Summary Current Workings and all Current matters of commercial importance and various other information as generally required under the various Stock Exchange listing Agreements
The Audit Committee reviews the efficacy of the Audit Committee chair I Additional comments from the Board
internal control mechanism and monitors the risk management policies adopted by the Company The Committee also reviews the report furnished by the internal and Statutory Auditors and ensures that suitable follow up actions are taken Besides the Committee also examines accounting taxation and disclosure aspects of all significant transactions
5 I To be signed by-CEO Managing Director FOfun~ExecutiveWhole-time Director
SIs~i Executive Director
For Uniworth Ltd
~ CFO A K Ladia
For S S Kothari amp Co Chartered Ac~ntants (ReJlistratittJo 302034E)
For Uniworth Limited
Audit Committee Chairman ~
A
- Uniworth Limited AR 2015pdf
- Attendance Slip _UL_pdf
-
Annual Report 2015 1
UNIWORTH
UNIWORTHLIMITED
NOTICE Notice is hereby given that the 27th Annual General Meeting of Uniworth Limited will be held at Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046 on Tuesday 29th day of September 2015 at 1030 AM to transact the following business
ORDINARY BUSINESS
1 To receive consider and adopt the Financial Statements of the Company for the year ended 31st March 2015 and the Reports of the Board of Directors and Auditors thereon
2 To appoint a Director in place of Mr S N Shenwai (DIN 01716415) who retires by rotation and being eligible offers himself for re-appointment
3 To appoint Auditors and to fix their remuneration
SPECIAL BUSINESS
4 To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution
RESOLVED THAT Mr Tara Chand Jain (DIN 07144151) who was appointed as an Additional Director of the Company by the Board of Directors pursuant to Section 161 of the Companies Act 2013 and Article 98 of the Companyrsquos Article of Association and who holds office upto the date of this Annual General Meeting and in respect of whom the Company has received due notice in writing under Section 160 of the Companies Act 2013 alongwith requisite deposit proposing his candidature for the Office of the Director be and is hereby appointed as a Director of the Company liable to retire by rotation
5 To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution
RESOLVED THAT pursuant to the provisions of Sections 149 150 152 and any other applicable provisions of the Companies Act 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act 2013 and Clause 49 of the Listing Agreement Mr K Jhunjhunwala (holding DIN 00035091) Director of the company whose period of office is not liable to determination by retirement of directors by rotation and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director be and is hereby appointed as an Independent Director for a tenure of 5 (Five) consecutive years up to 31st March 2020
6 To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution
RESOLVED THAT pursuant to the provisions of Sections 149 150 152 and any other applicable provisions of the Companies Act 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act 2013 and Clause 49 of the Listing Agreement Mrs Silpi Chakraborty (holding DIN 06923695) Director of the company whose period of office is not liable to determination by retirement of directors by rotation and in respect of whom the Company has received a notice in writing from a member proposing her candidature for the office of Director be and is hereby appointed as an Independent Director for a tenure of 5 (Five) consecutive years up to 31st March 2020
Registered Office By Order of the Board ldquoGREEN ACRESrdquo2 Nazar Ali Lane Flat-4AKolkata ndash 700 019 S N ShenwaiDate 12th August 2015 Executive Director
Uniworth Limited2
UNIWORTH
UNIWORTHLIMITED
NOTES
a) A member entitled to attend and vote is entitled to appoint a proxy to attend and vote on a poll instead of himself and the proxy need not be a member Proxies in order to be effective must be received at the Registered Office not less than 48 hours before the meeting
A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights A member holding more than ten percent of the total share capital of the company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder
b) The Register of Members and Transfer Books of the Company will be closed from 23rd September 2015 to 29th September 2015 both days inclusive
c) Intimation of any Change of Address should be given to the Registrar amp Transfer Agent Company immediately
d) Explanatory Statement Us 102 of the Companies Act 2013 is annexed herewith in respect of items of Special Business
e) Brief profile of the Directors seeking appointment re-appointment at the ensuing Annual General Meeting is annexed hereto in compliance of Clause 49(VIII)(E)(1) of the Listing Agreement with Stock Exchanges
f) Voting through electronic means
I In compliance with provisions of Section 108 of the Companies Act 2013 and Rule 20 of the Companies (Management and Administration) Rules 2014 as mentioned from time to time and Clause 35B of the Listing Agreement the Company is pleased to provide to the Members the facility to exercise their right to vote at the 27th Annual General Meeting (AGM) of the Company by electronic means and the business mentioned in Notice relating thereto may be transacted through the E-Voting services provided by National Securities Depository Limited (NSDL) It is clarified that it is not mandatory for a member to vote using e-facility and a member may avail of said facility at his her discretion following the procedure below
The instructions for e-voting are as under
A In case a member receives an email from NSDL [for members whose email Ids are registered with the CompanyDepository Participants (s)]
i Open email and open PDF file viz ldquoUniworth Limited e-Votingpdfrdquo with your Client ID or Folio No as password The said PDF file contains your user ID and password for e-voting Please note that the password is an initial password
ii Launch internet browser by typing the following URL httpswwwevotingnsdlcom
iii Click on Shareholder ndash Login
iv Now Enter your User ID (For Members holding shares in NSDL 8 character DPID followed by 8 Digits Client ID For Members holding shares in CDSL 16 digits beneficiary ID For Members holding shares in Physical Form should enter Folio Number registered with the company and then enter the Image verification as displayed and Click on Login
v Password change menu appears Change the password with new password of your choice with minimum 8 digitscharacters or combination thereof Note new password It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential
vi Home page of e-Voting opens Click on e-Voting Active Voting Cycles
vii Select ldquoEVENrdquo of Uniworth Limited
viii Now you are ready for e-Voting as Cast Vote page opens
ix Cast your vote by selecting appropriate option and click on ldquoSubmitrdquo and also ldquoConfirmrdquo when prompted
Annual Report 2015 3
UNIWORTH
UNIWORTHLIMITED
x Upon confirmation the message ldquoVote cast successfullyrdquo will be displayed
xi Once you have voted on the resolution you will not be allowed to modify your vote
xii Institutional shareholders (ie other than individuals HUF NRI etc) are required to send scanned copy (PDFJPG Format) of the relevant Board Resolution Authority letter etc together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote to the Scrutinizer through e-mail uniworthscrutinizergmailcom with a copy marked to evotingnsdlcoin
B In case a member receives physical copy of the Notice of AGM [for members whose email IDs are not registered with the CompanyDepository Participants (s) or requesting physical copy]
a E-voting particulars as mentioned below including initial password are provided in the Attendance Slip which is an Annexure to the Notice for E-voting
EVEN (E-Voting Event Number) USER ID PASSWORD b Please follow all the steps from Sl No (ii) to (xii) above to cast vote
II Members who do not have any access to e-voting may requisite a Physical Ballot Form from the Office of the Registrars amp Share Transfer Agents of the Company Members are required to fill the Physical Ballot Form and enclose it in a Sealed Envelope and send it ldquoTo The Scrutinizer Mr Kamal Kumar Sanganeria (Unit Uniworth Limited) Co C B Management Services Private Limited P-22 Bondel Road Kolkata ndash 700 019rdquo Unsignedwrongly signed incomplete or incorrectly ticked forms shall be rejected The Scrutinizerrsquos decision on the validity of the form will be final Members are required to vote either through the electronic system or through physical ballot and not in any other mode In the event of Members casting votes through both the processes the votes in the electronic system will be considered only The Physical Ballot Form must be received by the Scrutinizer on or before September 29 2015
III In case of any queries you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the Downloads section of https wwwevotingnsdlcom or call on Toll Free No 1800222990
IV If you are already registered with NSDL for e-voting then you can use your existing user ID and password for casting your vote
V You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s)
VI The e-voting period commences on September 26 2015 (900 am) and ends on September 28 2015 (500 pm) During this period shareholdersrsquo of the Company holding shares either in physical form or in dematerialized form as on the cut-off date of September 22 2015 may cast their vote electronically The e-voting module shall be disabled by NSDL for voting thereafter Once the vote on a resolution is cast by the shareholder the shareholder shall not be allowed to change it subsequently
VII The voting rights of Shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on September 29 2015
VIII Any person who acquires shares of the company and becomes a Member of the Company after the dispatch of the AGM Notice and holds shares as on the cut off date ie September 22 2015 may obtain the login id and password by sending a request at evotingnsdlcoin However if you are already registered with NSDL for E-voting then you can use your existing User Id and password for casting your vote If you have forgotten your password you may reset your password by using ldquoforgot User DetailsPasswordrdquo option available on httpswwwevotingnsdlcom
IX Members who have cast their vote by E-voting prior to the Annual General Meeting may also attend the Meeting but shall not be entitled to vote again at the AGM
X Shri Kamal Kumar Sanganeria (Membership No FCS 2643) practicing company secretary and proprietor of K K Sanganeria amp Associates Kolkata has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner
Uniworth Limited4
UNIWORTH
UNIWORTHLIMITED
XI The Scrutinizer shall after the conclusion of voting at the general meeting will first count the votes cast at the meeting and thereafter unblock the votes cast through e-voting in the presence of at least two witnesses not in the employment of the Company and shall make not later than three days of the conclusion of the AGM a consolidated scrutinizerrsquos report of the total votes cast in favour or against if any to the Chairman or a person authorized by him in writing who shall countersign the same and declare the result of the voting forthwith
XII The Results declared along with the Scrutinizerrsquos Report shall be placed on the Companyrsquos website wwwuniworthcom and on the website of NSDL wwwevotingnsdlcom immediately after the declaration of result by the chairman or a person authorized by him in writing The results shall also be immediately communicated to the Calcutta Stock Exchange Limited and BSE Limited
g) MembersProxies should bring the Attendance Slip duly filled in for attending the Meeting
MEMBERS ARE REQUESTED TO BRING THEIR COPIES OF THE ANNUAL REPORT TO THE MEETING
ANNEXURE TO THE NOTICE
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013 IN RESPECT OF SPECIAL BUSINESS
Item No 4Mr Tara Chand Jain who was appointed as an Additional Director of the Company with effect from 31st March 2015 in terms of Section 161 of the Companies Act 2013 and Article 98 of the Article of Association of the Company vacates his office at this Annual General Meeting A notice under Section 160 of the Companies Act 2013 alongwith requisite deposit has been received by the Company from a member proposing the appointment of Mr Tara Chand Jain as a Director of the Company liable to retire by rotationThe proposed resolution is recommended for adoption None of the DirectorsKey Managerial Personnel of the Company and their relatives is concerned or interested financially or otherwise except Mr Tara Chand Jain is concerned andor interested in the aforesaid resolutionItem No 5Mr K Jhunjhunwala is a Non-Executive Independent Director of the Company He joined the Board of Directors of the Company on 31st December 2004 and continues to hold the said office since then Mr Jhunjhunwala is a Qualified Chartered Accountant having wide experience in Accounts Finance Legal and Management He is also a Director in Mercury Fund Management Company Ltd Discovery Infoways Ltd Discovery Institute of Information Technology Ltd Prudential Sugar Corporation Ltd Ami Computers (India) Ltd Sumerai Exports Pvt Ltd Ami Capital Markets Ltd W Newman amp Co Ltd Winner Vanijya Pvt Ltd Deccan Remedies LtdKejriwal Trading Co Ltd Prarambh Vidyangan Pvt Ltd Rishab Tradecomm Pvt Ltd Dynamic Dealtrade Pvt Ltd Maninag Tradelink Pvt Ltd Goldview Properties Pvt Ltd and Growmore Infrastructure Pvt LtdHe does not hold either directly or indirectly any Equity Shares of the CompanyMr Jhunjhunwala is Director whose period of office is liable to determination by retirement of directors by rotation under the erstwhile applicable provisions of the Companies Act 1956 In terms of Section 149 and other applicable provisions of the Companies Act 2013 Mr Jhunjhunwala being eligible and offering himself for appointment is proposed to be appointed as an Independent Director for a tenure of five consecutive years upto 31st March 2020 A notice has been received from a member proposing Mr Jhunjhunwala as a candidate for the office of Director of the CompanyIn the opinion of the Board Mr Jhunjhunwala fulfils the conditions specified in the Companies Act 2013 and rules made thereunder for his appointment as an Independent Director of the company and is independent of the management Copy of the draft letter for appointment of Mr Jhunjhunwala as an Independent Director would be available for inspection without any fee by the members at the Registered Office of the Company during normal business hours on any working day excluding SaturdayThe Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Mr Jhunjhunwala as an Independent Director Accordingly the Board recommends
Annual Report 2015 5
UNIWORTH
UNIWORTHLIMITED
the resolution for your approvalExcept Mr Jhunjhunwala being an appointee none of the DirectorsKey Managerial Personnel of the Company and their relatives is concerned or interested financially or otherwise in the resolution set out at item No 5 This Explanatory Statement may also be regarded as a disclosure under Clause 49 of the Listing agreement with the Stock ExchangeItem No 6Mrs Silpi Chakraborty is a Non-Executive Independent Director of the Company She joined the Board of Directors of the Company on 14th July 2014 and continues to hold the said office since then She does not hold Directorship of any other Company and Membership of Committees of the Board of any other CompanyMrs Silpi Chakraborty is senior professional having wide exposure and experience in various affairs of Secretarial Management and Administration In terms of Section 149 and other applicable provisions of the Companies Act 2013 Mrs Silpi Chakraborty being eligible and offering herself for appointment is proposed to be appointed as an Independent Director for a tenure of five consecutive years upto 31st March 2020 A notice has been received from a member proposing Mrs Silpi Chakraborty as a candidate for the office of Director of the CompanyShe also holds 700 Equity Shares of the CompanyIn the opinion of the Board Mrs Silpi Chakraborty fulfils the conditions specified in the Companies Act 2013 and rules made thereunder for her appointment as an Independent Director of the company and is independent of the management Copy of the draft letter for appointment of Mrs Silpi Chakraborty as an Independent Director would be available for inspection without any fee by the members at the Registered Office of the Company during normal business hours on any working day excluding SaturdayThe Board considers that her continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Mrs Silpi Chakraborty as an Independent Director Accordingly the Board recommends the resolution for your approvalExcept Mrs Silpi Chakraborty being an appointee none of the DirectorsKey Managerial Personnel of the Company and their relatives is concerned or interested financially or otherwise in the resolution set out at item No 6 This Explanatory Statement may also be regarded as a disclosure under Clause 49 of the Listing agreement with the Stock ExchangeParticulars relating to Directors seeking appointment re-appointment pursuant to Clause 49(VIII)(E)(1) of the Listing AgreementMr Tara Chand Jain Mr Tara Chand Jain is professional having wide exposure and experience in Accounts and Finance He was appointed as an Additional Director of the Company on 31032015 He does not hold Directorship of any other Company and Membership of Committees of the Board of any other Company He also does not hold either directly or indirectly any Equity Shares of the CompanyMr K Jhunjhunwala Mr K Jhunjhunwala is a Qualified Chartered Accountant having wide experience in Accounts Finance Legal and Management He was appointed as a Director of the Company on 31122004 and continues to hold the said office since then He is also a Director of Mercury Fund Management Company Ltd Discovery Infoways Ltd Discovery Institute of Information Technology Ltd Prudential Sugar Corporation Ltd Ami Computers (India) Ltd Sumerai Exports Pvt Ltd Ami Capital Markets Ltd W Newman amp Co Ltd Winner Vanijya Pvt Ltd Deccan Remedies Ltd Kejriwal Trading Co Ltd Prarambh Vidyangan Pvt Ltd Rishab Tradecomm Pvt Ltd Dynamic Dealtrade Pvt Ltd Maninag Tradelink Pvt Ltd Goldview Properties Pvt Ltd and Growmore Infrastructure Pvt Ltd He holds in some companies membership of committees of the Board He also does not hold either directly or indirectly any Equity Shares of the CompanyMrs Silpi Chakraborty Mrs Silpi Chakraborty is senior professional having wide exposure and experience in various affairs of Secretarial Management and also in Project Management and Administration She was appointed as a Director of the Company on 14072014 and continues to hold the said office since then She does not hold Directorship of any other Company and Membership of Committees of the Board of any other Company She also holds 700 Equity Shares of the Company
Uniworth Limited6
UNIWORTH
UNIWORTHLIMITED
GREEN INITIATIVES ndash on sending Annual Report and Accounts to the members of the Company through electronic mode
This initiative is pursuant to two Circulars bearing nos 172011 and 182011 dated 21st April 2011 and 29th April 2011 respectively issued by the Ministry of Corporate Affairs Govt of India
Under the aforesaid Circulars service of documents including Annual Reports and Accounts upon the shareholders through e-mail ndash shall be in compliance with Section 20 of the Companies Act 2013
The Shareholders (whether holding shares in physical or electronic mode) who are interested to receive soft copy of the Annual Reports and Accounts of the Company on and from the year ie 2011-12 are requested to register their respective e-mail ids at the web-page of our Registrar amp Share Transfer Agent C B Management Services (P) Ltd at wwwcbmslcomgreenphp
Mr S N ShenwaiMr S N Shenwai has long association with the Company with multi-functional experience in Textiles Industry in Accounts Projects and Commercial Functions He does not hold Directorship of any other Company and Membership of Committees of the Board of any other Company He also does not hold either directly or indirectly any Equity Shares of the Company
Registered Office By Order of the Board ldquoGREEN ACRESrdquo2 Nazar Ali Lane Flat-4AKolkata ndash 700 019 S N ShenwaiDate 12th August 2015 Executive Director
Annual Report 2015 7
UNIWORTH
UNIWORTHLIMITED
Your Directors have pleasure in presenting their 27th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March 2015
FINANCIAL HIGHLIGHTS
During the year under review performance of your company is as under
Particulars 31st March 2015 (Rs in Lacs)
31st March 2014(Rs in Lacs)
Total Income 1391658 1391288Profit(Loss) before Interest and Depreciation Before prior period adjustment 143381 132028Previous year adjustments amp Extra Ordinary Items 29040 5370Profit (Loss) before Interest and Depreciation 114341 126658Less Interest for the year 536119 536116Profit (Loss) before Depreciation (421778) (409458)Less Depreciation 42727 42824Profit (Loss) before Tax (464505) (452282)Less Provision for taxation ndash ndashProfit (Loss) after Tax for the year (464505) (452282)Add Balance Brought Forward from the Previous year (9585820) (9133538)Profit(Loss) carried to Balance Sheet (10050325) (9585820)
STATE OF COMPANYrsquoS AFFAIRS AND FUTURE OUTLOOK During the year under review total revenue remained almost at same level to Rs 13917 crores as against Rs 13913 crores in the previous year There was a cash profit to the tune of Rs 1434 crores as against Rs 1320 crores before interest and Depreciation in the previous year Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources
BUSINESS OUTLOOK Demand for textile products have been on the fall for the higher end products like wool rich products due to global recession and have been the reason for not so encouraging top line Coupled with this sporadic fiscal instability in certain global markets was a cause of concern Although the demand for the same has started showing some improving trends and hence the company is optimistic and continuing its vigorous efforts in domestic as well as in foreign market
PROCESS OF RESTRUCTURING Under the provisions of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) ARCIL had taken over possession of the secured assets of the Companyrsquos plants and appointed Indoworth India Limited as the Custodian of such assets The Companyrsquos business continued throughout the year as usual However the matter is subjudice in various suits before the Calcutta High Court and other Forums and necessary adjustments in the financial statements if required would be made upon final adjudication of proceedings The matter is subjudice and writ petition is pending before the Honrsquoble High Court Calcutta
MATERIAL CHANGE AND COMMITMENTS AFTER THE BALANCE SHEET DATEThere have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of this report
DIVIDEND In view of huge accumulated losses the Directors regret their inability to recommend any dividend for the Financial Year 2014-15
DIRECTORSrsquo REPORT TO THE MEMBERS
Uniworth Limited8
UNIWORTH
UNIWORTHLIMITED
DEPOSITS
The Company has neither invited nor accepted deposits from the public within the meaning of Section 73 of the Companies Act 2013 and the rules made there under
DIRECTORSrsquo RESPONSIBILITY STATEMENT
In compliance of Section 134 (5) of the Companies Act 2013 your Directors state as follows
a) That in the preparation of accounts applicable accounting standards have been followed and there are no material departures
b) That appropriate accounting policies have been selected and applied consistently with reasonable and prudent judgements and estimates so as to give true and fair view of the state of affairs of the Company
c) That proper and sufficient care have been taken for the maintenance of adequate accounting records for safeguarding assets and for preventing fraud and other irregularities
d) That the Annual Accounts have been prepared on a going concern basis
e) That internal financial controls had been laid down and are adequate and operating effectively
f) That proper systems had been devised to ensure compliance with the provision of all applicable laws and such systems are adequate and operating effectively
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr S N Shenwai (DIN 01716415) retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment
Since the last Annual General Meeting Mr Tara Chand Jain (DIN 07144151) has been appointed as Additional Director of the Company wef 31032015 Appropriate Resolution seeking your approval for his appointment is appearing in the Notice convening the Annual General Meeting
DECLARATION FROM INDEPENDENT DIRECTOR
The Independent Directors has submitted their Disclosures to the Board that they fulfill all the requirements as stipulated under section 149 (6) of the Companies Act 2013 so as to qualify themselves to be appointed as Independent Directors
PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186
Details of Loans Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013 forms part of the Financial Statements
TRANSACTION WITH RELATED PARTY
Related party transactions that were entered during the financial year were on armrsquos length basis and in the ordinary course of business There were no materially significant related party transactions which were in conflict of the Company
AMOUNTS TRANSFERRED TO RESERVES
In view of huge accumulated losses the Directors regret their inability to recommend any amount to be transferred to reserves for the Financial Year 2014-15
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The details pertaining to conservation of energy technology absorption foreign exchange earnings and outgo are provided as Annexure I which forms part of this report
RISK MANAGEMENT
A comprehensive risk management policy for the purpose of management policy in the Company for periodical review by the Board of Directors is in place In addition Risk Management issues are generally discussed in the Audit Committee
Annual Report 2015 9
UNIWORTH
UNIWORTHLIMITED
CORPORATE SOCIAL RESPONSIBILITIES
The provisions of Section 135 of the Act in connection with Corporate Social Responsibility are not applicable to the Company since the Company falls below the threshold limits
BOARD EVALUATION
The board of directors has carried out an annual evaluation of its own performance Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (ldquoSEBIrdquo) under Clause 49 of the Listing Agreements (ldquoClause 49rdquo)
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure effectiveness of board processes information and functioning etc
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees effectiveness of committee meetings etc
The Board and the Nomination and Remuneration Committee (ldquoNRCrdquo) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in meetings etc In addition the Chairman was also evaluated on the key aspects of his role
In a separate meeting of independent Directors performance of non-independent directors performance of the board as a whole and elected Chairman of the each meeting was evaluated taking into account the views of executive directors and non-executive directors The same was discussed in the board meeting that followed the meeting of the independent Directors at which the performance of the Board its committees and individual directors was also discussed
CORPORATE GOVERNANCE
As a Listed Company necessary measures are taken to comply with Clause 49 and all other applicable provisions of Listing Agreements with the Stock Exchanges and other Company Law requirements A report on Corporate Governance along with a certificate from the Auditors is annexed hereto and forms part of this Report
NUMBER OF BOARD MEETINGS
During the Financial Year 2014-15 the Board of Directors of the company met six times details of the meetings has been given in the Corporate Governance Report which forms part of this report
AUDIT COMMITTEE
The Details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms part of this report
NOMINATION amp REMUNERATION COMMITTEE
The Details pertaining to composition of Nomination amp Remuneration Committee are included in the Corporate Governance Report which forms part of this report
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Details pertaining to composition of Stakeholders Relationship Committee are included in the Corporate Governance Report which forms part of this report
AUDITORSrsquo REPORT
The observations of the Auditorsrsquo Report have been dealt with in the Notes to Financial Statement and being self-explanatory do not call for any further clarifications
AUDITORS
Ms S S Kothari amp Co Chartered Accountants Auditors of the Company are retiring at the ensuing Annual General Meeting and are eligible for re-appointment
Uniworth Limited10
UNIWORTH
UNIWORTHLIMITED
COST AUDITOR
Your Company had appointed Ms Sanat Joshi amp Associates Cost Accountants as Cost Auditors with the approval of the Central Government for audit of cost records maintained by the Company for the financial year 2015-2016 SECRETARIAL AUDITOR In terms of Section 204 of the Companies Act 2013 the Board of Directors at their meeting held on 29th May 2015 have appointed Ms K K Sanganeria amp Associates Practicing Company Secretaries as Secretarial Auditor for conducting Secretarial Audit of the Company for the Financial Year 2015-16 Report of the Secretarial Auditor for the financial year ended 31032015 is given as an Annexure II which forms part of this reportBOARDS VIEW During the year under Review the Company continued to be under BIFR as a Sick Industrial Undertaking The matter is subjudice before the Court of Law As regards appointment of full time Company Secretary the company is on the lookout for suitable candidates and the compliance of the requirement shall be met shortly The Company has disputed the repayment of due The loss and damages caused to the borrower by the lender is much more than the amount lent Hence figures of the borrowed amount shown in the balance sheet after due adjustments with the said loss and damages may result in entitlement to recover substantial amount from the lender Under these facts and circumstances the figures of borrowed amount in this balance sheet cannot be considered as admission if any of the claim of lender(s)EXTRACT OF ANNUAL RETURN As provided under Section 92 (3) of the Companies Act 2013 the extract of Annual Return is given in Annexure III in the prescribed form MGT-9 which forms part of this reportPOLICY ON PREVENTION OF SEXUAL HARASSMENTThe company is committed to provide a safe and conducive work environment to its employee and has formulated ldquoPolicy for Prevention of Sexual Harassmentrdquo During the financial year ended 31st March 2015 the Company has not received any complaints pertaining to Sexual HarassmentINDUSTRIAL RELATIONS Industrial Relations continued to remain cordial throughout the year Your Directors wish to place on record their appreciation for dedicated and sincere services rendered by the executives staff and workmen at all levelsACKNOWLEDGEMENT Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government Financial Institutions Banks Shareholders and others during the year under review
On Behalf of the Board
Place Kolkata S N Shenwai T C Jain Date 29th May 2015 Executive Director Director
ANNEXURE - I TO THE DIRECTORS REPORT Particulars of Energy Conservation Technology Absorption and Foreign Exchange Earnings amp Outgo required under the Companies (Accounts) Rules 2014
A ENERGY CONSERVATION
As the cost per unit of Electricity Furnace Oil amp Coal is regularly increasing it is our consistent endeavor to bring saving in energy consumption Periodic energy audits are conducted to improve energy performance and in line of that we have taken following steps to ensure conservation of the energy
1) Changing of energy efficient LED Lights in place of Fluorescent Lights
2) Installation of Inverters in Ring Frame Machinery which ensures energy saving
3) Modification of compressor pipe line for energy conservation
Annual Report 2015 11
UNIWORTH
UNIWORTHLIMITED
B TECHNOLOGY ABSORPTION
TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION 1 Efforts in brief made towards technology
absorption adaptation and innovation The Company always keep close contact with
IWS CSIR and other Internationals Indian Research Institutes like Inter Wool Lab Silk Board etc Various technical experts give their view and suggestion for improving technology Technical Staff of the Company are sent abroad for training in new technology
2 Benefit derived as a result of the above efforts eg products improvement cost reduction product development import substitution etc
Benefits derived are -
Better capacity utilization in machine with improved quality
Improvement in productivity per spindle and reduction in cost
By optimizing relative temperature and relative humidity the company has saved considerable amount By using the latest technology based energy efficient fuses chokes tube light ballasts and power cables etc the Company has achieved a significant savings on electricity consumption
3 In case of imported technology (Imported during last 5 years reckoned from the beginning of the financial year) following information may be furnisheda) Technology imported Not Applicableb) Year of Import Not Applicablec) Status of Implementation Not Applicable
RESEARCH amp DEVELOPMENT (R amp D) 1 Specified areas in which R amp D
Carried out by the Company Continuous improvement in Quality Standards
to match the International Markets
Due to in house Research and Development Activities following products were developed and launched during the year
i) Wool Wool blended with Polyester yarn
ii) Siro and Siro lycra yarn in Wool and Polywool
iii) PolyesterViscose amp polyster Acrylic yarn
iv) Blending of Silk with Wool Nylon and Viscose
Continuous technological and market innovation to match the changed requirements of the markets
Incorporated dyeing automation for better receipe management amp consistency in shades
Uniworth Limited12
UNIWORTH
UNIWORTHLIMITED
Research amp Development lab and pilot plant in Dyeing Department started developing all kinds of shades
2 Benefit derived as a result of the above R amp D Implemented ISO-9001-2008 ndash new quality management system duly certified by BIS during the year
3 Future plan of action Strengthening the research on quality improvement
To achieve total quality management cost reduction
4 Expenditure on R amp Da) Capital NILb) Recurring Expenses incurred are charged to respective
heads and are not allocated separately
FOREIGN EXCHANGE EARNINGS AND OUTGO (` in Lacs)
2014-2015 2013-2014a) Foreign Exchange Earnings 125682 77602b) Foreign Exchange Outgo
i) CIF Value of ImportsRaw Material 1159 130998Capital Goods ndash ndashComponents amp Spare Parts 16916 20704
ii) Others 32234 9516
Annual Report 2015 13
UNIWORTH
UNIWORTHLIMITED
ANNEXURE - II
SECRETARIAL AUDIT REPORT
FORM NO MR-3
FOR THE FINANCIAL YEAR ENDED MARCH 31 2015[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No 9 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014]
ToThe MembersUniworth Limited
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Uniworth Limited (hereinafter called the Company) Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereon Based on my verification of Uniworth Limitedrsquos books papers minute books forms and returns filed and other records maintained by the Company and also the information provided by the Company its officers agents and authorized representatives during the conduct of secretarial audit I hereby report that in my opinion the Company has during the audit period covering the financial year ended March 31 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent in the manner and subject to the reporting made hereinafter
I have examined the books papers minute books forms and returns filed and other records maintained by the Company for the financial year ended on March 31 2015 according to the provisions of
(1) The Companies Act 2013 (the Act) and the rules made there under
(2) The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules made thereunder
(3) The Depositories Act 1996 and the Regulations and bye-laws framed thereunder
(4) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and External Commercial Borrowings
(5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (lsquoSEBI Actrsquo)-
a The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2013
b The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 1992
c The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(6) Employees Provident Fund and Miscellaneous Provisions Act 1952
(7) Employees State Insurance Act 1948
(8) Environment Protection Act 1986 and other environmental laws
(9) Factories Act 1948
(10) Hazardous Wastes (Management and Handling) Rules 1989 and Amendment Rule 2003
(11) Indian Contract Act 1872
(12) Income Tax Act 1961 and Indirect Tax Laws
(13) Indian Stamp Act 1999
Uniworth Limited14
UNIWORTH
UNIWORTHLIMITED
(14) Industrial Dispute Act 1947
(15) Maternity Benefits Act 1961
(16) Minimum Wages Act 1948
(17) Payment of Bonus Act 1965
(18) Payment of Gratuity Act 1972
(19) Payment of Wages Act 1936 and other applicable labour laws
I have also examined compliance with the applicable clauses of the following
(i) Secretarial Standards issued by The Institute of Company Secretaries of India
(ii) The Listing Agreements entered into by the Company with BSE Limited and the Calcutta Stock Exchange Limited
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above
I report that Company has no full time Company Secretary as required by the Companies Act 2013
I further report that during the year under Review the Company continued to be under BIFR as a Sick Industrial Undertaking The matter is subjudice before the Court of Law
I further report that Redemption of Debentures is under default
I further report that this report also refer the Statutory Auditors Report dated 29th May 2015 specially the basis for their qualified opinion as mentioned therein
I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non Executive Directors and Independent Directors
The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act
Adequate notice is given to all Directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting
Majority decision is carried through while the dissenting membersrsquo views are captured and recorded as part of the minutes
I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws rules regulations and guidelines
I further report that during the audit period there were no instances of
(i) Public Rights Preferential issue of shares debentures sweat equity
(ii) Redemption buy-back of securities
(iii) Major decisions taken by the Members in pursuance to Section 180 of the Companies Act 2013
(iv) Merger amalgamation reconstruction etc
(v) Foreign technical collaborations
This Report is to be read with our letter which is annexed as Annexure A and Forms an Integral part of this report
Kamal Kumar Sanganeria K K Sanganeria amp AssociatesPlace Kolkata FCS No 2643Date 27052015 CP No 3880
Annual Report 2015 15
UNIWORTH
UNIWORTHLIMITED
ANNEXURE - II SECRETARIAL AUDIT REPORT (Contd)
lsquoAnnexure Arsquo(To the Secretarial Audit Report of Ms Uniworth Limited for the financial year ended 31032015)
ToThe MembersUniworth LimitedGreen Acres 2 Nazar Ali LaneFlat- 4A Kolkata ndash 700 019
Our Secretarial Audit Report for the financial year ended 31032015 of even date is to be read along with this letter
1 Maintenance of secretarial record is the responsibility of the management of the Company Our responsibility is to express an opinion on these secretarial records based on our audit
2 We have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records The verification was done on test basis to ensure that correct facts are reflected in secretarial records We believe that the processes and practices we followed provide a reasonable basis for our opinion
3 We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company
4 Where ever required we have obtained the Management representation about the compliance of laws rules and regulation and happening of events etc
5 The compliance of the provisions of Corporate and other applicable laws rules regulations standards is the responsibility of management Our examination was limited to the verification of procedure on test basis
6 The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company
Kamal Kumar Sanganeria K K Sanganeria amp AssociatesPlace Kolkata FCS No 2643Date 27052015 CP No 3880
Uniworth Limited16
UNIWORTH
UNIWORTHLIMITED
ANNEXURE III
FORM NO MGT ndash 9EXTRACT OF ANNUAL RETURN
as on the financial year ended 31032015
[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014]
I REGISTRATION AND OTHER DETAILS
CIN L17299WB1988PLC044984
Registration Date 11th August 1988
Name of the Company Uniworth Limited
Category SubndashCategory of the Company Company having Share Capital
Address of the Registered office and contact details Green Acres 2 Nazar Ali Lane Flat ndash4 A Kolkata ndash 700 019
Whether listed company Yes
Name Address and Contact details of Registrar and Transfer Agent if any
C B Management Services (P) Ltd Pndash22 Bondel Road Kolkatandash 700 019 Tel No (033) 4011ndash6700671167186723
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the company shall be stated
Name and Description of main products services
NIC Code of the Productservice
to total turnover of the company
Worsted Yarn 13113 56
Silk Yarn 13112 44
III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
Sl No
Name and address of the Company
CINGLN Holding SubsidiaryAssociate
of share held
Applicable Section
None
Annual Report 2015 17
UNIWORTH
UNIWORTHLIMITED
IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Categoryndashwise Share Holding
Category of Shareholders
No of Shares heldat the beginning of the year
No of Shares held at the end of the year
Change during
the yearDemat Physical Total of Total
Shares
Demat Physical Total of Total
Shares
A Promoters(1) Indian(a) Individual HUF 3743343 595518 4338861 1277 3743343 595518 4338861 1277 ndash(b) Central Govt or State Govt
ndash ndash ndash ndash ndash ndash ndash ndash ndash
(c) Bodies Corporate 365854 1401825 1767679 520 365854 1401825 1767679 520 ndash(d) BankFI ndash ndash ndash ndash ndash ndash ndash ndash ndash(e) Any other ndash ndash ndash ndash ndash ndash ndash ndash ndashSUB TOTAL (A)(1) 4109197 1997343 6106540 1797 4109197 1997343 6106540 1797 ndash(2) Foreigna) Individuals (Non- Residents Individuals Foreign Individuals)
ndash ndash ndash ndash ndash ndash ndash ndash ndash
b) Bodies Corp ndash 6924975 6924975 2038 ndash 6924975 6924975 2038 ndashc) Institutions ndash ndash ndash ndash ndash ndash ndash ndash ndashd) Qualified Foreign Investor
ndash ndash ndash ndash ndash ndash ndash ndash ndash
e) Any Others (Specify) ndash ndash ndash ndash ndash ndash ndash ndash ndashSubndashtotal (A)(2) ndash 6924975 6924975 2038 ndash 6924975 6924975 2038 ndashTotal shareholding of Promoter (A) = (A)(1)+(A)(2)
4109197 8922318 13031515 3834 4109197 8922318 13031515 3834 ndash
B Public Shareholding1 Institutionsa) Mutual Funds 4393 18837 23230 007 4393 18837 23230 007 ndashb) Banks FI 5910 22122 28032 008 5910 22122 28032 008 ndashc) Central Govt State Govt(s)
- 750000 750000 221 - 750000 750000 221 ndash
d) Venture Capital Funds - - - - - - - - ndashe) Insurance Companies 52003 150 52153 015 52003 150 52153 015 ndashf) Foreign Institutional Investors
- 4300 4300 001 - 4300 4300 001 ndash
g) Foreign Venture Capital Funds
- - - - - - - - ndash
h) Others (specify) - - - - - - - - ndash
Subndashtotal (B)(1) 62306 795409 857715 252 62306 795409 857715 252 ndash
Uniworth Limited18
UNIWORTH
UNIWORTHLIMITED
Category of Shareholders
No of Shares heldat the beginning of the year
No of Shares held at the end of the year
Change during
the yearDemat Physical Total of Total
Shares
Demat Physical Total of Total
Shares
2 NonndashInstitutionsa) Bodies Corp 613433 183426 796859 234 636728 179326 816054 240 006
b) Individuals
i) Individual shareholders holding nominal share capital upto ` 1 lakh
5599497 12145144 17744641 5221 5492191 12106631 17598822 5178 (043)
ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh
1249696 198195 1447891 426 1375936 198195 1574131 463 037
c) Any Others (specify)
i) NRI-Rep 18337 73775 92112 027 16987 73775 90762 027 000
ii) NRI-Non Rep 8676 ndash 8676 003 10642 ndash 10642 003 000
d) Trust 193 ndash 193 000 193 ndash 193 000
e) Clearing Member 6641 ndash 6641 002 6409 ndash 6409 002 000
Subndashtotal (B)(2) 7496473 12600540 20097013 5913 7539086 12557927 20097013 5913 ndashTotal Public Shareholding (B)=(B)(1) + (B)(2)
7558779 13395949 20954728 6166 7601392 13353336 20954728 6166 ndash
C Shares held by Custodian for GDRs amp ADRs
ndash ndash ndash ndash ndash ndash ndash ndash ndash
Grand Total (A+B+C) 11667976 22318267 33986243 10000 11710589 22275654 33986243 10000 ndash
Annual Report 2015 19
UNIWORTH
UNIWORTHLIMITED
(ii) Shareholding of Promoters
Shareholderrsquos Name Shareholding at the beginning of the year
Share holding at the end of the year
change in share holding
during the year
No of Shares
of total Shares of the
Company
of Shares Pledged encum-bered
No of shares
of total Shares of the
Company
of Shares Pledgedencum-bered
RBProperties Private Limited 365854 108 ndash 365854 108 ndash ndash
Uniworth Securities Limited 1400 000 ndash 1400 000 ndash ndash
Uniworth Textiles Limited 1260250 371 ndash 1260250 371 ndash ndash
Uniworth Services Private Limited
140175 041 ndash 140175 041 ndash ndash
Aviante International Limited 6924975 2038 ndash 6924975 2038 ndash ndash
Aman Lohia 1151025 339 ndash 1151025 339 ndash ndash
Meena Lohia 1374250 404 ndash 1374250 404 ndash ndash
Megha Lohia 1218068 358 ndash 1218068 358 ndash ndash
Meena Lohia 595518 175 ndash 595518 175 ndash ndash
Total 13031515 3834 ndash 13031515 3834 ndash ndash
(iii) Change in Promoters Shareholding (Please specify if there is no change)
Shareholderrsquos Name Shareholding at the beginning of the
year
Date wise increase (decrease) in shareholding during the year
Cumulative Shareholding at the end of the year
No of Shares
of total Shares of the
Company
Date No of Shares
Nature No of shares
of total Shares of the
CompanyRBProperties Private Limited
365854 108 NIL NIL NIL 365854 108
Uniworth Securities Limited
1400 000 NIL NIL NIL 1400 000
Uniworth Textiles Limited 1260250 371 NIL NIL NIL 1260250 371Uniworth Services Private Limited
140175 041 NIL NIL NIL 140175 041
Aviante International Limited
6924975 2038 NIL NIL NIL 6924975 2038
Aman Lohia 1151025 339 NIL NIL NIL 1151025 339
Meena Lohia 1374250 404 NIL NIL NIL 1374250 404
Megha Lohia 1218068 358 NIL NIL NIL 1218068 358
Meena Lohia 595518 175 NIL NIL NIL 595518 175
Uniworth Limited20
UNIWORTH
UNIWORTHLIMITED
(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters and Holders of GDRs and ADRs)
Shareholderrsquos Name Shareholding at the beginning of the
year
Date wise increase (decrease) in shareholding during the year
Cumulative Shareholding at the end of the year
No of Shares
of total Shares of the
Company
Date No of Shares
Nature No of shares
of total Shares of the
CompanyMadhya Pradesh State Industrial Development Corporation Limited
750000 221 Nil Nil Nil 750000 221
Saurav Gupta201163 059 25042014 5408 TransferBuy 206571 061
18092014 2100 TransferBuy 208671 061Sanjeev Sureka 63952 019 Nil Nil Nil 63952 019
Asha Sanjay Tibdewal 57555 017
18042014 1375 TransferBuy 58930 017
10102014 1 TransferBuy 58931 017
24102014 (1023) TransferSell 57908 017
31102014 (10) TransferSell 57898 017
United India Insurance Company Limited
52003 015 Nil Nil Nil 52003 015
Lata Bhanshali 49210 014 Nil Nil Nil 49210 014
Sanjay Nandlal Tibdewal 49145 014 30092014 25043 TransferBuy 74188 022
24102014 (1500) TransferSell 72688 021
31102014 (500) TransferSell 72188 021
Alom Extrusions Limited 48100 014 Nil Nil Nil 48100 014
Niket Jhunjhunwala 45540 013 Nil Nil Nil 45540 013
Riyajuddin Khan 40032 012
25042014 (13) TransferSell 40019 012
02052014 (30017) TransferSell 10002 003
16052014 (9992) TransferSell 10 000
30052014 (10) TransferSell 0 000
Annual Report 2015 21
UNIWORTH
UNIWORTHLIMITED
(v) Shareholding of Directors and Key Managerial Personnel
Shareholderrsquos Name Shareholding at the beginning of the year
Date wise increase (decrease) in shareholding during the year
Cumulative Shareholding at the end of the year
No of Shares
of total Shares of the
Company
Date No of Shares
Nature No of shares
of total Shares of the
CompanySilpi Chakraborty 700 000 NIL NIL NIL 700 000
Sanjeev Saxena 600 000 NIL NIL NIL 600 000
V INDEBTEDNESS Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Loans excluding deposits
Unsecured Loans
Deposits Total Indebtedness
Indebtedness at the beginning of the financial yeari) Principal Amount 4936931 917455 1355 5855741ii) Interest due but not paid 6670403 -- -- 6670403iii) Interest accrued but not due -- -- -- --Total (i+ii+iii) 11607334 917455 1355 12526144Change in Indebtedness during the financial yearbull Addition 576543 -- -- 576543bull Reduction (2) -- (20) (22)Net Change 576541 -- (20) 576521Net Change Indebtedness at the end of the financial yeari) Principal Amount 4977356 917455 1335 5896146ii) Interest due but not paid 7206519 -- -- 7206519iii) Interest accrued but not due -- -- -- --Total (i+ii+iii) 12183875 917455 1335 13102665
Uniworth Limited22
UNIWORTH
UNIWORTHLIMITED
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A Remuneration to Managing Director Wholendashtime Directors andor Manager
Sl No Particulars of Remuneration Name of the Whole-time Directors
Total Amount (In Lacs)
S C Kalra S N Shenwai1 Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act 1961
098 809 907
(b) Value of perquisites us 17(2) Income Tax Act 1961 303 064 367
(c ) Profit in lieu of salary under Section 17(3) Income Tax Act 1961
- - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -
- As of profit - - -
- Others specify - - -
5 Others please specify - - -
Total (A) 401 873 1274
Ceiling as per the Act 4200
B Remuneration to other Directors
Sl No Particulars of Remuneration Name of the Directors Total Amount
(Rs)S C
MajumderK
JhunjhunwalaSilpi
ChakrabortyT C Jain Sanjeev
Saxena1 Independent Directors
bull Fee for attending board committee meetings
- 16000 14000 - - 30000
bull Commission - - - - - -
bull Others please specify - - - - - -
Total (1) - 16000 14000 - - 30000
2 Other Non-Executive Directorsbull Fee for attending board committee
meetings 4000 - - - - 4000
bull Commission - - - - - -
bull Others please specify - - - - - -
Total (2) 4000 - - - - 4000
Total (B)=(1+2) 4000 16000 14000 - - 34000
Total Managerial Remuneration 1308000
Overall Ceiling as per the Act All Non-ExecutiveIndependent Directors have been paid only sitting fees for attending Board meeting and
Committee meetingswhich is well within the limits prescribed under the Companies Act 2013
Annual Report 2015 23
UNIWORTH
UNIWORTHLIMITED
C Remuneration to Key Managerial Personnel other than MDManagerWT
Sl No
Particulars of Remuneration Name of the KMP Total Amount
(In Lacs)A K Ladia (CFO) Company Secretary
1 Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act 1961
330 ndash 330
(b) Value of perquisites us 17(2) Income Tax Act 1961
018 ndash 018
(c ) Profit in lieu of salary under Section 17(3) Income Tax Act 1961
ndash ndash ndash
2 Stock Option ndash ndash ndash
3 Sweat Equity ndash ndash ndash
4 Commission ndash ndash ndash
- As of profit ndash ndash ndash
- Others specify ndash ndash ndash
5 Others please specify ndash ndash ndash
Total 348 ndash 348
VII PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES
Type Section of the
Companies Act
Brief Description
Details of Penalty Punishment
Compounding fees imposed
Authority [RD NCLT
COURT]
Appeal made if any (give Details)
A COMPANYPenalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
B DIRECTORSPenalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
C OTHER OFFICERS IN DEFAULTPenalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
Uniworth Limited24
UNIWORTH
UNIWORTHLIMITED
INDUSTRY STRUCTURE amp DEVELOPMENT
Indian Textiles Industry is one of the leading textile industries in the world Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources The fast growing retail apparel industry in the organized sector with multiple and strong Brands in every sphere of fabric and clothing have further increased the importance and demand for textiles products and quality yarns in particular
OPPORTUNITIES AND THREATS
After global economic revival picks up the pace the demand for quality products is expected to bounce back in the coming years News of Chinarsquos internal demand of yarns surpassing its own production capacities is also quite encouraging and is an enormous growth potential by itself for producers in India and other countries as well However the rising cost of raw materials is a matter of concern together with the growing competition from other developing countries
SEGMENT WISE PERFORMANCE
The Companyrsquos business activities fall within a single primary segment of Textile Yarns viz WoolWorstedSilkSilk SpunNoil Yarns etc
FINANCIAL PERFORMANCE
Turnover of the Company during the year was Rs1391658 Lacs as against Rs1391288 Lacs in the previous year The Turnover remained almost at same level of previous year Profit before Interest Depreciation and Taxes was Rs114341 Lacs as against Rs126658 in the previous year
OPERATIONS MANAGEMENT DISCUSSION AND ANALYSIS
During the year under review total revenue remained almost at same level to Rs 13917 crores as against Rs 13913 crores in the previous year There was a cash profit to the tune of Rs 1434 crores as against Rs 1320 crores before interest and Depreciation in the previous year Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources
BUSINESS OUTLOOK
Demand for textile products have been on the fall for the higher end products like wool rich products due to global recession and have been the reason for not so encouraging top line Coupled with this sporadic fiscal instability in certain global markets was a cause of concern Although the demand for the same has started showing some improving trends and hence the company is optimistic and continuing its vigorous efforts in domestic as well as in foreign market
RISK amp CONCERNS
The primary risk for the Company is with the volatile Export markets and the uncertainty prevailing in the Global Economy Having to compete with low cost producers from countries like China and Korea is always a concern There are no significant current borrowings and thus the company seems isolated from financial risks and concerns especially in the face of increasing interest rates and cost of Capital
INTERNAL CONTROL SYSTEM
The Company has adequate system of internal controls to ensure that all assets are safeguarded and protected against loss and that all transactions are authorized recorded and reported correctly The systems are designed to support the reliability of the financial and other records for preparing financial statements and other data The Statutory Auditors also discuss their comments and findings with the management as well as with the audit committee
MANAGEMENT DISCUSSION amp ANALYSIS REPORT
Annual Report 2015 25
UNIWORTH
UNIWORTHLIMITED
The Company has also regularly placed before the Board Internal Audit Reports Financial Results with Provisional Balance Sheets Performance Review Report of various Units together with Executive Summary Current Workings and all Current matters of commercial importance and various other information as generally required under the various Stock Exchange Listing Agreements
HUMAN RESOURCES
The Company continues to recognize the importance of good human relations in the smooth working of the organization Up gradation of the skills of the employees is pursued by the Company through regular on-the-job training sessions
CAUTIONARY STATEMENT
The facts and views mentioned in this report on Management Discussion and Analysis describing the Companyrsquos views about the industry or otherwise and the forecasts made are entirely based on opinion formed by the Management of the Company and actual position or results may differ from those implied therein Important factors that could make a difference include economic developments within India and outside and also the economic performance of other countries with which the Company conducts business as well as availability of raw materials and prices and other incidental factors
For and on behalf of the Board of Directors
Place Kolkata S N Shenwai T C JainDate 29052015 Executive Director Director
Uniworth Limited26
UNIWORTH
UNIWORTHLIMITED
1 Companyrsquos Philosophy on Code of Corporate Governance
The Company believes that Corporate Governance is the combination of voluntary practices and compliance with the laws and regulations of the Companies leading to effective control and management of the Company Good Corporate Governance leads to long term shareholders value and enhances the interest of other stakeholders including the employees and all others connected with the Organization
The Company confirm the practice of good Corporate Governance codes by the company in true spirit and are pleased to present below the Report on Corporate Governance
2 Board of Directors
i As on March 31 2015 the Company has five directors Out of the five Directors four (ie 8000) are non-executive directors including two Independent Directors and one Nominee Director The composition of the board is in conformity with Clause 49 of the Listing Agreements entered into with the stock exchanges
ii None of the directors on the board hold directorships in more than ten public companies Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a director Necessary disclosures regarding committee positions in other public companies as on March 31 2015 have been made by the directors None of the directors are related to each other
iii Independent directors are Non-Executive Directors as defined under Clause 49(ll)(B)(1) of the Listing Agreements entered into with the Stock Exchanges The maximum tenure of the independent directors is in compliance with the Companies Act 2013 (ldquoActrdquo) All the Independent Directors have confirmed that they meet the criteria as mentioned under clause 49 of the Listing Agreement and Section 149 of the Act
iv The names and categories of the Directors on the Board their attendance at Board meetings held during the year and the number of directorships and committee chairmanships memberships held by them in other public companies as on March 31 2015 are given herein below Other directorships do not include directorships of private limited companies Section 8 companies and of companies incorporated outside India Chairmanships memberships of board committees shall include only audit committee and stakeholdersrsquo relationship committee
Name of Directors Category Number of Board Meetings during the year 2014-15
Whether attended last AGM held on
Sept 26 2014
Number of directorships
in other Public Companies
Number of Committee
positions held in other public
companies
Held Attended Chairman Member Chairman Member
Mr K Jhunjhunwala Independent Non-Executive
6 5 Yes ndash 9 ndash 3
Mr A G Bhatnagar Non Independent
Non-Executive
1 ndash No ndash ndash ndash ndash
Mr S C Kalra Non Independent
ExecutiveDirector
1 1 No ndash ndash ndash ndash
REPORT ON CORPORATE GOVERNANCE(Pursuant to Clause 49 of the Listing Agreement)
Annual Report 2015 27
UNIWORTH
UNIWORTHLIMITED
Name of Directors Category Number of Board Meetings during the year 2014-15
Whether attended last AGM held on
Sept 26 2014
Number of directorships
in other Public Companies
Number of Committee
positions held in other public
companies
Held Attended Chairman Member Chairman Member
Mr S N Shenwai Non Independent
Executive Director
6 2 No ndash ndash ndash ndash
Mr S C Majumder Non Independent
Non-Executive
2 1 Yes (By Invitation)
ndash ndash ndash ndash
Mrs Silpi Chakraborty
Independent Non-Executive
4 4 Yes ndash ndash ndash ndash
Mr Tara Chand Jain
Non Independent
Non-Executive
1 ndash NA ndash ndash ndash ndash
Mr Sanjeev Saxena Non-Executive amp Nominee of MPSIDC Ltd
6 ndash No ndash ndash ndash ndash
Mr A G Bhatnagar has resigned as Director of the Company wef 29th May 2014 and Mr S C Kalra has resigned as Executive Director of the Company wef 29th May 2014 Appointed as an Additional Director and subsequently designated as Executive Director wef 29th May 2014 Resigned as Director of the Company wef 14th July 2014 Appointed as an Additional Director wef 14th July 2014 Appointed as an Additional Director wef 31st March 2015
v Six board meetings were held during the year and the gap between two meetings did not exceed one hundred twenty days The dates on which the said meetings were held
29052014 14072014 12082014 12112014 11022015 and 31032015 The necessary quorum was present for all the meetings
vi During the year a separate meeting of the independent directors was held inter-alia to review the performance of non-independent directors and the board as a whole
vii The Board periodically reviews compliance reports of all laws applicable to the Company prepared by the Company
viii The Company regularly placed before the Board Internal Audit Reports Financial Results with Provisional Balance Sheets Performance Review Report of various Units together with Executive Summary Current Workings and all Current matters of commercial importance and various other information as under Clause 49 of the Listing Agreement from time to time
ix The Companies Act 2013 requires that a Woman Director should be a member of the Board of director Hence Mrs Silpi Chakraborty was appointed on 14th July 2014 as member of the Board as Woman Independent Director her appointment was duly confirmed by means of E-voting in last AGM of the company held on 26092014
22 Code of Conduct The Board of Directors plays an important role in ensuring good governance The Code of Conduct formulated
Uniworth Limited28
UNIWORTH
UNIWORTHLIMITED
by the Company during the year which the DirectorsSenior Executive have been advised to follow envisages inter alia the following-
To observe the highest standards of ethical conduct and integrity and to work to the best of their ability and judgement
To maintain and help the Company in maintaining highest degree of Corporate Governance practices
To act in utmost good faith and exercise due care diligence and integrity in performing their official duties
Not to seek accept or receive directly or indirectly any gift payments or favour in whatsoever form from Companyrsquos Business Associates which can be perceived as being given to gain favour or dealing with the Company and to ensure that the Companyrsquos interests are never compromised
To maintain confidentiality of information entrusted by the Company or acquired during performance of their duties and not to use it for personal gain or advantage
Not to commit any offences involving moral turpitude or any act contrary to law or opposed to the public policy
3 Audit Committee i) The audit committee of the Company is constituted in line with the provisions of Clause 49 of the Listing
Agreements entered into with the stock exchanges read with Section 177 of the Act
ii) The terms of reference of the Audit Committee are broadly as under -
a) Oversight of the Companyrsquos financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct sufficient and credible
b) Recommend the appointment remuneration and terms of appointment of auditors of the Company
c) Approval of payment to statutory auditors for any other services rendered by the statutory auditors
d) Reviewing with the management the annual financial statements and auditorsrsquo report thereon before submission to the board for approval with particular reference to
bull Matters required to be included in the directorrsquos responsibility statement to be included in the boardrsquos report in terms of clause (c) of sub-section 3 of section 134 of the Act
bull Changes if any in accounting policies and practices and reasons for the same
bull Major accounting entries involving estimates based on the exercise of judgment by management
bull Significant adjustments made in the financial statements arising out of audit findings
bull Compliance with listing and other legal requirements relating to financial statements
bull Disclosure of any related party transactions
bull Qualifications in the draft audit report
e) Reviewing with the management the quarterly financial statements before submission to the board for approval
f) Reviewing with the management the statement of uses application of funds raised through an issue (public issue rights issue preferential issue etc) the statement of funds utilised for purposes other than those stated in the offer document prospectus notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue and making appropriate recommendations to the board to take up steps in this matter
g) Review and monitor the auditorsrsquo independence and performance and effectiveness of audit process
h) Approval or any subsequent modification of transactions of the Company with related parties
i) Scrutiny of inter-corporate loans and investments
Annual Report 2015 29
UNIWORTH
UNIWORTHLIMITED
j) Valuation of undertakings or assets of the Company wherever it is necessary
k) Evaluation of internal financial controls and risk management systems
l) Reviewing with the management performance of statutory and internal auditors adequacy of the internal control systems
m) Reviewing the adequacy of internal audit function if any including the structure of the internal audit department staffing and seniority of the official heading the department reporting structure coverage and frequency of internal audit
n) Discussion with internal auditors of any significant findings and follow up there on
o) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board
p) Discussion with statutory auditors before the audit commences about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern
q) To look into the reasons for substantial defaults in the payment to the depositors debenture holders shareholders (in case of non-payment of declared dividends) and creditors
r) Establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed
s) To review the functioning of whistle blower mechanism
t) Approval of appointment of CFO
u) The Committee reviews the efficacy of the internal control mechanism and monitors the risk management policies adopted by the Company The Committee also reviews the report furnished by the internal and Statutory Auditors and ensures that suitable follow up actions are taken Besides the Committee also examines accounting taxation and disclosure aspects of all significant transactions
v) Carrying out any other function as is mentioned in the terms of reference of the audit committee
w) To mandatorily review the following information
bull Management discussion and analysis of financial condition and results of operations
bull Statement of significant related party transactions (as defined by the audit committee)submitted by management
bull Management letters letters of internal control weaknesses issued by the statutory auditors
bull Internal audit reports relating to internal control weaknesses and
bull The appointment removal and terms of remuneration of the chief internal auditor
iii) The audit committee invites executives as it considers appropriate (particularly the head of the finance function) representatives of the statutory auditors and representatives of the internal auditors to be present at its meetings The Company Secretary acts as the secretary to the audit committee
iv) The previous annual general meeting (AGM) of the Company was held on September 26 2014 and was attended by the Chairman of the audit committee
v) The Composition of the Committee and the attendance of each member of the Committee during the year 2014-15 are given below
Name Category Profession Number of Meetings during the Financial year 2014-15
Held Attended
Mr A G Bhatnagar Non Independent Non-Executive
Professional 1 -
Uniworth Limited30
UNIWORTH
UNIWORTHLIMITED
Name Category Profession Number of Meetings during the Financial year 2014-15
Held Attended
Mr S C Kalra Non Independent Executive Director
Service 1 1
Mr S C Majumder Non Independent Non-Executive
Service 1 1
Mr K Jhunjhunwala Independent Non-Executive
Chartered Accountant
4 3
Mr S N Shenwai Non Independent Executive Director
Service 3 -
Mrs Silpi Chakraborty Independent Non-Executive
Professional 3 3
Resigned as members of the Committee wef 29th May 2014 Resigned as members of the Committee wef 14th July 2014 Appointed as member of the Committee wef 29th May 2014 Appointed as member of the Committee wef 14th July 2014 Members present at the meeting elect one of themselves as Chairman of the Meeting
vi) During the year 2014-15 4 (Four) meetings of the Audit Committee were held and the gap between two meetings did not exceed four months The dates of the meetings are following 29052014 12082014 12112014 and 11022015
4 Nomination and Remuneration Committee i) The Nomination and Remuneration Committee was re-organised during the year as per the provisions
of the act and Clause 49 of the Listing Agreement
ii) The Nomination and Remuneration Committee was formed with a view to reviewing and making recommendations on annual salaries performance commissions perquisite and other employment conditions of ExecutiveWhole-time Directors and other Executives and Officials The Committee also takes into consideration remuneration practices followed by leading companies as well as information provided by reputed consultants while determining the overall remuneration package
iii) The composition and attendance of the members at the Meetings of Remuneration Committee during the year 2014-15 were as under
Name Category Number of Meetings during the Financial year 2014-15
Held Attended
Mr K Jhunjhunwala Independent Non-Executive 4 3
Mr A G Bhatnagar Non Independent Non-Executive 1 ndash
Mr S C Majumder Non Independent Non-Executive 1 1
Mrs Silpi Chakraborty Independent Non-Executive 3 3
Mr T C Jain Non Independent Non-Executive ndash ndash
Resigned as member of the committee wef 29th May 2014 Resigned as member of the committee wef 14th July 2014 Appointed as member of the committee wef 14th July 2014 Appointed as member of the committee wef 31st March 2015 Members present at the meeting elect one of themselves as Chairman of the Meeting
During the year 2014-15 4 (four) Meetings of the Nomination and Remuneration Committee were held on the following dates 29052014 12082014 12112014 and 11022015
Annual Report 2015 31
UNIWORTH
UNIWORTHLIMITED
iv) Remuneration of Directors Details of remuneration paid payable to Directors for the year ended 31st March 2015 are as follows (Amount in Rs)
Name of Directors Board Meeting
Audit Committee
Meeting
Commission Total
Mr K Jhunjhunwala 10000 6000 ndash 16000
Mr S C Majumder 2000 2000 ndash 4000
Mrs Silpi Chakraborty 8000 6000 ndash 14000
Mr T C Jain ndash ndash ndash ndash
Mr Sanjeev Saxena ndash ndash ndash ndash
Resigned as member of the committee wef 14th July 2014 Appointed as member of the committee wef 14th July 2014 Appointed as member of the committee wef 31st March 2015
vi) Details of Remuneration paidpayable to Executive Directors Remuneration for the year ended 31st March 2015 is as follows
(Amount in lacs)
Name of Director Salary Allowance Perquisites Total
Mr S C Kalra 079 019 303 401
Mr SN Shenwai 600 209 064 873 Mr S C Kalra resigned as Executive Director of the Company wef 29th May 2014
Mr S N Shenwai appointed as Executive Director of the Company wef 29th May 20145 Stakeholders Relationship Committee i) As per the applicable provisions of Section 178 of the companies Act 2013 and Clause 49 of the
Listing Agreement the nomenclature Share Transfer cum Investor Grievance Committee was renamed as Stakeholders Relationship Committee
ii) The Stakeholders Relationship Committee look into the redressal of complaints of investors such as transfer or credit of shares non-receipt of dividend notices annual reports etc
iii) During the year two meetings of the Stakeholder Relationship committee was held on 16062014 and 16122014
iv) The composition and attendance of the members in the following Committee Meetings during the year 2014-15 were as under
Name Number of meetings during the financial year 2014-15
Held Attended
Mr K Jhunjhunwala 2 2
Mr A G Bhatnagar ndash ndash
Mr S C Kalra ndash ndash
Mr S N Shenwai ndash ndash
Mr S C Majumder 1 1
Mrs Silpi Chakraborty 1 1
Mr Tara Chand Jain ndash ndash
Resigned as members of the committee wef 29th May 2014
Uniworth Limited32
UNIWORTH
UNIWORTHLIMITED
Appointed as member of the committee wef 29th May 2014 Resigned as member of the committee wef 14th July 2014 Appointed as member of the committee wef 14th July 2014 Appointed as member of the committee wef 31st March 2015 Members present at the meeting elect one of themselves as Chairman of the Meeting
v) During the year 2014-15 16 (Sixteen) Meetings regarding Share Transfer were held on the following dates 16062014 15072014 29082014 05092014 18092014 30092014 16102014 31102014 14112014 28112014 16122014 12012015 30012015 17022015 27022015 and 16032015
vi) Share Transfers
bull All Shares have been transferred and returned within the prescribed period so long as the documents have been in order in all respects
bull Total number of Equity Shares transferred during the relevant period was 11730
vii) Compliance Officer
Mr S N Shenwai Executive Director is the Compliance Officer of the Company and his contact details are given below
Mr S N Shenwai Executive Director Uniworth Limited ldquoGREEN ACRESrdquo 2 Nazar Ali Lane Flat- 4A Kolkata ndash 700 019 Phone (033) 40061301
viii) Status of Investor Complaints
Complaints received from Shareholders have been mostly cleared within the financial year The complaints are generally replied to within 10-15 days from their lodging with the Company
No of Complaints received from the Investors (including brought forward) 18
No of Complaints resolved 17
Complaints pending as on 31st March 2015 1
No of Share Transfers pending for approval as on 31st March 2015 NIL
6 General Body Meetings i) Annual General Meeting
The location and time of the Annual General Meetings held during the last 3 years is as follows
Annual General Meeting (AGM) Date Time Venue No of Special
Resolutions passed
24th Annual General Meeting 28092012 1030 AM Science CitySeminar HallJBS Haldane AvenueKolkata ndash 700 046
ndash
25th Annual General Meeting 26092013 1030 AM Science CitySeminar HallJBS Haldane AvenueKolkata ndash 700 046
ndash
Annual Report 2015 33
UNIWORTH
UNIWORTHLIMITED
26th Annual General Meeting 26092014 1030 AM Science CitySeminar HallJBS Haldane AvenueKolkata ndash 700 046
ndash
ii) The Special Resolutions if any are usually passed on show of hands and mostly unanimously
iii) No Postal Ballot were used in last year The Company does not have any proposal for Postal Ballot at present
7 Disclosures a) Related Party transactions have been disclosed under Note No 27 to the accounts for year under
review and it is not conflict with the interest of the Company
b) The Company has complied with all the mandatory requirements of clause 49 of the listing agreements with the Stock Exchanges as well as regulations and guidelines of SEBI wherever applicable
c) No transaction of material nature has been entered into by the Company with the Directors or Promoters or Management and their relatives their subsidiaries etc that may have a potential conflict with the interest of the Company at large The Register of Contracts in which Directors are interested was placed before the Board regularly
d) The Company has in place an Employee Concern (Whistle Blower) No personnel has been denied access to the Audit Committee to lodge their Grievances
e) No penalties or strictures have been imposed on the Company by the Stock Exchange or SEBI or any statutory authority on any matter related to capital markets during the last three years as all requirements were complied with
f) All mandatory requirements have been appropriately complied
g) Resume and other information of the Directors proposed to be appointedre-appointed (including those retiring by rotation) at the ensuing annual General Meeting are given in the Notice relating thereto to the shareholders
h) No presentation were made to Institutional Investors and Analysts during the year
i) The Company does not have any subsidiary
j) Your Company has followed all relevant Accounting Standards while preparing the Financial Statements
k) Particulars of Equity Shares of the Company held by Non-Executive Directors (both own or held byfor other person on a beneficial basis) are as follows
Name of Directors Number of Equity Shares heldMrs Silpi Chakraborty 700
Mr Sanjeev Saxena 600
l) Risk Management
A comprehensive risk management policy for the purpose of management policy in the Company for periodical review by the Board of Directors has formulated In addition Risk Management issues are generally discussed in the Audit Committee
m) CEOCFO Certification The ExecutiveWhole-time Director and Chief Financial Officer who are also heading the finance
function have confirmed to the Board that
(a) They have reviewed financial statements and the cash flow statement for the year and that to the best of their knowledge and belief
(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
Uniworth Limited34
UNIWORTH
UNIWORTHLIMITED
(ii) these statements together present a true and fair view of the companyrsquos affairs and are in compliance with existing accounting standards applicable laws and regulations
(b) There are to the best of their knowledge and belief no transactions entered into by the company during the year which are fraudulent illegal or violative of the companyrsquos code of conduct
(c) They accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of the internal control systems of the company pertaining to financial reporting and they have disclosed to the auditors and the Audit Committee deficiencies in the design or operation of internal controls if any of which they are aware and the steps they have taken or propose to take to rectify these deficiencies
(d) They have indicated to the Auditors and the Audit Committee
(i) that there have been no significant changes in internal control over financial reporting during the year
(ii) that there have been no significant changes in accounting policies during the year and
(iii) that there are no instances of significant fraud of which they have become aware and the involvement therein if any of the management or an employee having a significant role in the companyrsquos internal control system over financial reporting
n) Brief Profile and other informationrsquos of the Directors proposed to be appointed re-appointed (including those retiring by rotation) at the ensuing Annual General Meeting are given in the Notice relating thereto the shareholders
8 Means of Communication a) The Annual Half yearly and Quarterly Results are Electronically transmitted to the Stock Exchanges in
accordance with the Listing Agreement and are uploaded on the Companyrsquos Website wwwuniworthcom also the same are being published in an English Newspaper namely the Echo of India Kolkata and Arthik Lipi alongwith Dainik Lipi Bengali leading Newspapers
b) Management Discussion amp Analysis Report is forming a part of the Annual Report
9 General Shareholder Information a) Annual General Meeting - Date and Time 29th September 2015 at 1030 AM
- Venue Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046
b) Financial Calendar (Tentative and subject to change)
Financial reporting for
- the Quarter ending 30th June 2015 2nd week of August 2015 - the Quarter and Half Year ending 30th September 2015 2nd week of November 2015 - the Quarter ending 31st December 2014 2nd week of February 2016 - Year ending 31st March 2016 4th week of May 2016
c) Date of Book Closure 23rd September 2015 to 29th September 2015
d) Dividend Payment Date NA
e) Registered Office ldquoGREEN ACRESrdquo 2 Nazar Ali Lane Flatndash 4A Kolkata ndash 700 019
f) Listing on Stock Exchanges The Equity Shares of the Company are listed on the following Stock Exchanges
Annual Report 2015 35
UNIWORTH
UNIWORTHLIMITED
Code No The Calcutta Stock Exchange Ltd (CSE) 10033010
BSE Limited (BSE) 514144
Listing fees for the Financial Year 2015-2016 have been paid
g) Corporate Identity No (CIN) of the Company L17299WB1988PLC044984
h) Stock Market Data
1 The Calcutta Stock Exchange Ltd There has been no trading during the year 2 BSE Limited
Month amp Year High (`) Low (`) Monthly Volume(No of Equity Shares)
April 2014 096 058 64744May 2014 096 083 52417June 2014 101 080 32394July 2014 111 084 47313August 2014 165 084 39696September 2014 218 138 154526October 2014 330 215 125576November 2014 309 212 64128December 2014 246 162 33765January 2015 187 146 26982February 2015 153 111 36842March 2015 118 082 16397
i) Registrar and Transfer Agents Ms C B MANAGEMENT SERVICES (P) LIMITED P-22 Bondel Road Kolkata ndash 700 019 Phone No (033) 4011 6700671167186723 Fax No (033) 40116739 E-mail rtacbmslcom
(j) (1) Distribution of Shareholding as on 31st March 2015
Slab of Equity Shares held
No of Shareholders No of Equity Shares
1- 500 79783 9388 11250631 3310501 ndash 1000 3045 358 2260412 6651001 ndash 2000 1273 150 1801305 5302001 ndash 3000 386 045 959785 2823001 ndash 4000 169 020 597378 176
Uniworth Limited36
UNIWORTH
UNIWORTHLIMITED
4001 ndash 5000 104 012 481868 1425001-10000 137 016 922783 27210001-Above 89 011 15712081 4623Total 84986 10000 33986243 10000
(2) Categories of Shareholders as on 31st March 2015
Categories Number of Equity Shares Amount in (Rs)
Promoters Directors Relatives and Associated Companies
13032815 130328150 3835
Financial Institutions Govt Companies 802153 8021530 236Mutual Funds UTI 23230 232300 007Banks 28032 280320 008Foreign Institutional Investors 4300 43000 001Non ndash Resident Indians 101404 1014040 030Other Bodies Corporate 816054 8160540 240Public 19178255 191782550 5643Total 33986243 339862430 10000
k) Dematerialization of Shares and Liquidity 11710589 Equity Shares (3446 of Total Shares) are in the Dematerialised Form as on 31st March
2015
At present the Companyrsquos Shares are compulsorily traded in Dematerialised Form as per notification issued by the Securities and Exchange Board of India (SEBI) The ISIN allotted for the Equity Shares of the Company is INE207A01013
l) Share Transfer System To expedite the Share Transfer process in the Physical segment authority has been delegated to the
ldquoStakeholder Relationship Committeerdquo Share transfertransmissions approved by the Committee are placed at the Board Meeting from time to time
m) Outstanding GDRsADRsWarrants Not Applicable
n) Plant Location 1) Urla Growth Centre Raipur Chattisgarh
2) Amriti Malda West Bengal
o) Investor Correspondence S N Shenwai Uniworth Limited
ldquoGREEN ACRESrdquo 2 Nazar Ali Lane Flat- 4A Kolkata ndash 700 019 Phone (033) 40061301 Website wwwuniworthcom
Annual Report 2015 37
UNIWORTH
UNIWORTHLIMITED
DISCLOSURE OF CODE OF CONDUCTAnnual Certificate under Clause 49 (II) (E) of Listing Agreement with Stock Exchanges
DECLARATIONAs required under Clause 49 (II) (E) of the Listing Agreement with the Stock Exchanges I hereby declare that all the Board Members and Senior Management Personnel ie employees in the grades of General Manager and above of the Company have complied with the Code of Conduct of the Company for Financial Year ended 31st March 2015
Place Kolkata S N ShenwaiDate 29052015 Executive Director
AUDITORSrsquo CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT TO THE MEMBERS OF UNIWORTH LIMITED
TO THE MEMBERS OF UNIWORTH LIMITED
We have examined the compliance of conditions of Corporate Governance by Uniworth Limited (ldquothe Companyrdquo) for the year ended 31st March 2015 as stipulated in clause 49 of the Listing Agreements of the Company entered into with Stock Exchanges
The compliance of conditions of Corporate Governance is the responsibility of the management Our examination was limited to a review of the procedures and implementation thereof adopted by the company for ensuring the compliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company
In our opinion and to the best of our information and according to the explanation given to us and the representations made by the Directors and the management we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above- mentioned Listing Agreement
We state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency of the effectiveness with which the management has conducted the affairs of the Company
For S S KOTHARI amp COChartered Accountants
Firm Registration No 302034EA DATTA
Place Kolkata PartnerDate 29th May 2015 Membership No 005634
Uniworth Limited38
UNIWORTH
UNIWORTHLIMITED
INDEPENDENT AUDITORSrsquo REPORT To the Members ofUNIWORTH LIMITEDReport on the Financial Statements
We have audited the accompanying Financial Statements of UNIWORTH LIMITED (ldquothe Companyrdquo) which comprise the Balance Sheet as at 31st March 2015 the Statement of Profit and Loss the Cash Flow Statement and a summary of the Significant Accounting Policies and other explanatory information for the year then ended
Managementrsquos Responsibility for the Financial Statements
The Companyrsquos Board of Directors is responsible for the matters stated in Section 134(5) of the Companies act 2013 (ldquothe Actrdquo) with respect to the preparation of these Financial Statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes 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 frauds and other irregularities selection and application of appropriate accounting policies making judgements and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditorrsquos Responsibility
Our responsibility is to express an opinion on these Financial Statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements The procedures selected depend on the auditorrsquos judgement including assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companyrsquos preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyrsquos Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the Financial Statements
Basis for Qualified Opinion
1 Footnote (i) to Note No 23 regarding interest provision on borrowings from some of the institutions and banks which has been made in the financial statements under simple interest method at the prevailing estimated rates applicable on such loans in absence of relevant documentsconfirmations as a result of which impact of compound interestpenal charges wherever applicable having not been ascertained as well as the note therein regarding the matter of dispute between the Company and the BankersCreditors in connection with charging of interest payment and payment of principal
2 Footnote No (ii) to Note No 23 regarding non-provision of Interest on certain loans and the impact of the non-provision is not presently ascertainable
Annual Report 2015 39
UNIWORTH
UNIWORTHLIMITED
3 Footnote No 4 (i) (ii) and (iii) of Note No 15 regarding overdue Export Bills amounting to ` 3178731 lacs outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
4 Footnote 1 of 17 regarding Claims Receivable amounting to ` 68936 lacs due from various banks outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
5 Footnote 3 of Note No 17 regarding advance of ` 314473 lacs due from certain parties which in our opinion are considered doubtful of recovery against which adequate provision has not been made
6 Footnote 3 of Note No 16 relating to non-accounting of withdrawals other transactions from certain Bank accounts during the year due to reasons stated on the said Note 16 (3)
7 Note No 30 regarding non-compliance of Accounting Standard (AS) 6 Depreciation Accounting due to non-adoption of Schedule ndash II of the Companies Act 2013 and also non-compliance of mandatory Accounting Policy for Depreciation required to be followed by the Company due to reasons stated in the said Note
8 In absence of any workings for impairment of assets as per Accounting Standard (AS) 28 Impairment of Assets the impact of such impairment is not ascertainable
9 Non-provision non-compliance of Items indicated in (1) to (8) above constitute a departure from the Accounting Standards referred to in Section 133 of the Act Without considering Item Nos (1) (2) (6) (7) and (8) above whose impact on the Companyrsquos Statement of Profit and Loss is presently non-ascertainable had the provisions indicated in Item Nos (3) to (5) been made
(i) the Loss for the year would have increased by ` 3562140 lacs
(ii) Trade Receivables would have decreased by ` 3178731 lacs
(iii) Short Term Loans and Advances would decreased by ` 383409 lacs
(iv) The Shareholdersrsquo Fund would have been lower by ` 3562140 lacs
Qualified Opinion
In our opinion and to the best of our information and according to the explanations given to us except for the like effects of the matters described in the Basis for Qualified Opinion paragraph above the aforesaid Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2015 and its loss and its cash flows for the year ended on that date
Emphasis of Matters
We draw your attention to the following matters in the Notes to the Financial Statements
1 Following Notes to the Financial Statements describe the uncertainty related to the outcome of the lawsuits other legal matters and matters under settlements indicated therein
(a) Footnote (2) to Note No 4 regarding legal issues following securitization of Secured Loans as stated in the said Note
(b) Footnote (2) of Note No 15 regarding pending adjustments of Sundry Debtors against supplies and other liabilities etc due to the buyers In absence of final settlement with the parties and non-receipt of necessary approval from concerned regulatory authority extent of the amount of adjustments so required could not be ascertained
(c) Footnote to Note No 6 regarding estimated amount of ` 872228 lacs provided during the year 2002-03 as sales claims and commissions relating to earlier years from overseas customers of the Company which is pending for final settlement Necessary adjustments for such claims and commissions will be made after final settlement and obtaining necessary approval from the concerned regulatory authority
Uniworth Limited40
UNIWORTH
UNIWORTHLIMITED
(d) Footnote 1 of Note No 15 and Footnote 2 of Note No 17 regarding Debtors and Advances amounting to ` 145362 lacs and ` 138719 lacs respectively relating to Companies which have become Sick and referred to BIFR under the Sick Industrial Companies (Special Provisions) Act 1985 As the rehabilitation scheme of these companies are pending finalisation the amount of provision if any which may be required remain unascertainable
(e) Note No 32 regarding legal recourse taken by certain banks and financial institutions for recovery of their dues and the matter is sub-judice as stated in the said Note
(f) Note No 33 regarding non-compliance of certain technical formalities due to which transfer of certain borrowing facilities to a body corporate could not be made
(g) Note No 34 regarding applications made by the Company with the Reserve Bank of India from time to time for extension setting off of certain overdue bills
(h) Note No 35 regarding Debit Note sent by a body corporate in an earlier year for unilateral transfer back of all assets not taken into cognizance by the Company in preparing these Financial Statements as stated in the said Note
(i) Note No 38 regarding claims filed by a body corporate for ` 21625 lacs for non-fulfilment of clauses of the agreement relating to transfer of Nagpur Unit to them outcome of which would eventually arise on finalisation of suit
(j) Matters disclosed in Note No 19 relating to Entry Tax CentralCommercial Sales Tax Demands Customs Demands Professional TaxLabour CasesWater Cess Electricity Duty etc disclosed under Contingent Liabilities which are contested by the Company and pending before various forums authorities for final decisions
2 Note No 4 (Footnote 4) Note No 7 (Footnote) and Note No 16 (Footnote 1) to the financial statements regarding non-receipt of confirmations in respect of borrowings from banksFinancial Institutions and also debit balances in certain current accounts with banks due to restructuring being in progress book balances thereof have been relied upon
3 Note No 27 (d) regarding balance with a related party under reconciliation
4 Footnote 2 amp 3 of Note No 4 to the financial statements regarding preparation of these financial statements on Going Concern basis for the reasons stated therein as also the fact that the Company has accumulated losses and its net worth has been fully eroded Further the Company has incurred net loss during the current and previous years and the Companyrsquos current liabilities exceeded its current assets as at the Balance Sheet date These conditions along with other matters set forth in Notes to Financial Statements indicate the existence of a material uncertainty that may cast significant doubt about the Companyrsquos ability to continue as a going concern
Our opinion is not modified in respect of these matters
Report on Other Legal and Regulatory Requirements
i) As required by the Companies (Auditorrsquos Report) Order 2015 issued by the Central Government in terms of Sub-section (11) of Section 143 of the Act we enclose in the Annexure a statement on the matters specified in the said Order to the extent applicable to the Company
ii) As required by Section 143(3) of the Act we report that
a) We have sought and except for the matters described in the Basis for Qualified Opinion paragraph obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit
b) Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph above in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books
Annual Report 2015 41
UNIWORTH
UNIWORTHLIMITED
c) The Balance Sheet Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph in our opinion the Balance Sheet Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014
e) The matters described in the Basis for Qualified Opinion paragraph above in our opinion may have an adverse effect on the functioning of the Company
f) The matters described in sub-paragraph (1) under the Emphasis of Matters paragraph above in our opinion may have an adverse effect on the functioning of the Company
g) On the basis of written representations received from the Directors as on 31st March 2015 taken on record by the Board of Directors none of the Director is disqualified as on 31st March 2015 from being appointed as a director in terms of Section 164(2) of the Act
h) With respect to the other matters to be included in the Auditorrsquos Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion and to the best of our information and according to the explanations given to us
i The Company has disclosed the impact of pending litigations on its financial position wherever ascertainable
ii The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable loss
iii The Company has not transferred any amount to Investor Education and Protection Fund (Refer to Footnote No 1 to Note No4)
For S S KOTHARI amp COChartered Accountants
Firm Registration No 302034E
A DATTAPlace Kolkata PartnerDate 29th May 2015 Membership No 005634
Uniworth Limited42
UNIWORTH
UNIWORTHLIMITED
ANNEXURE TO THE AUDITORSrsquo REPORTThe Annexure referred to in our report to the members of UNIWORTH LIMITED the year ended 31ST March 2015
(i) (a) Whether the company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets
(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets However the updation of such records particularly with reference to estimated useful life of each asset is in process
(b) Whether these fixed assets have been physically verified by the management at reasonable intervals whether any material discrepancies were noticed on such verification and if so whether the same have been properly dealt with in the books of account
(b) The physical verification of fixed assets as stated by the management has been conducted by the Management during the year wherever practicable and the reconciliation of the quantities with the book records in progress The discrepancies if any would be adjusted on completion of reconciliation updation of records as stated above
(ii) (a) Whether physical verification of inventory has been conducted at reasonable intervals by the management
(ii) (a) Inventories of Raw Materials Finished Goods Work in Progress and Stores amp Spares have been physically verified at reasonable intervals by the Company except Finished Goods of Rs 1840 Lacs lying with third parties and Rs 11551 Lacs under seizure of the Excise Department
(b) Are the procedures of physical verification of inventory followed by the management reasonable and adequate in relation to the size of the company and the nature of its business If not the inadequacies in such procedures should be reported
(b) The procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business
(c) Whether the company is maintaining proper records of inventory and whether any material discrepancies were noticed on physical verification and if so whether the same have been properly dealt with in the books of account
(c) On the basis of our examination of the records of inventories we are of the opinion that the Company is maintaining proper records of inventories The discrepancies noticed on verification between physical stocks and the book records which were not material have been properly dealt with in the books of account
Annual Report 2015 43
UNIWORTH
UNIWORTHLIMITED
(iii) Whether the company has granted any loans secured or unsecured to companies firms or other parties covered in the register maintained under section 189 of the Companies Act If so
(iii) The Company has not granted any loan secured or unsecured during the year to any company firm or other party covered in the register maintained under section 189 of the Companies Act 2013
In this regard we have relied upon the entries recorded in the register maintained under section 189 of the Act
(a) Whether receipt of the principal amount and interest are also regular and
(b) If overdue amount is more than rupees one lakh whether reasonable steps have been taken by the company for recovery of the principal and interest
(iv) Is there an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services Whether there is a continuing failure to correct major weaknesses in internal control system
(iv) In our opinion and according to the information and explanations given to us there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchases of inventory and fixed assets and for the sale of goods During the course of our audit no major weakness has been noticed in the internal control system nor have there been any continuing failure on the part of the Company to correct any major weakness
(v) In case the company has accepted deposits whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under where applicable have been complied with If not the nature of contraventions should be stated If an order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal whether the same has been complied with or not
(v) The Company has not accepted any deposit from the public within the meaning of sections 73 to 76 or any other relevant provisions of the Companies Act 2013
(vi) Where maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act whether such accounts and records have been made and maintained
(vi) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under sub-section (1) of section 148 of the Companies Act 2013 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained However we have not made a detailed examination of the records with a view to determine whether they are accurate or complete
Uniworth Limited44
UNIWORTH
UNIWORTHLIMITED
(vii) (a) Is the company regular in depositing undisputed statutory dues including provident fund employeesrsquo state insurance income-tax sales-tax wealth tax service tax duty of customs duty of excise value added tax cess and any other statutory dues with the appropriate authorities and if not the extent of the arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable shall be indicated by the auditor
(vii) (a) According to the records of the Company the Company has been generally regular in depositing during the year with appropriate authorities undisputed statutory dues including provident fund employeesrsquo state insurance income tax sales tax wealth tax service tax customs duty excise duty value added tax cess and any other statutory dues where applicable except in the following cases which are outstanding for a period of more than six months from the date they became payable
VAT ` 680 lacs
Central Sales Tax ` 3654 lacs
Service tax ` 4281 lacs
Entry Tax ` 080 lacs(b) In case dues of income tax or sales tax or
wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute then the amounts involved and the forum where dispute is pending shall be mentioned (A mere representation to the concerned Department shall not constitute a dispute)
(b) According to the records of the Company following statutory dues have not been deposited by the Company on account of disputes
Nature of dues
Amount(` inLacs)
Period since when
Forum
Entry Tax 5711 1997-98 Appeal with Commissioner of Commercial Tax
Excise Duty 864 Prior to 2000 Under Appeal with CESTAT New Delhi
Electricity Duty amp Cess
1857 2005 Writ Petition before Bilaspur High Court
(c) Whether the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time
(c) The Company has not transferred any amount to Investor Education and Protection Fund [Refer to Footnote (1) to Note No 4 (a) ]
(viii) Whether in case of a company which has been registered for a period not less than five years its accumulated losses at the end of the financial year are not less than fifty per cent of its net worth and whether it has incurred cash losses in such financial year and in the immediately preceding financial year
(viii) The accumulated losses of the Company at the end of the financial year have exceeded its net worth and also the Company has incurred cash losses in the current financial year and in the immediately preceding financial year
Annual Report 2015 45
UNIWORTH
UNIWORTHLIMITED
(ix) Whether the company has defaulted in repayment of dues to a financial institution or bank or debenture holders If yes the period and amount of default to be reported
(ix) The Company has defaulted in repayment of dues to financial institutions banks and debenture holders as under
(a) As per Original Agreement all the following Term Loans have become due for repayments However the Companyrsquos negotiations with the term lenders for rescheduling restructuring is in process
Nature of Financial Assistance
Amount (` in lacs)
Period of Default
a) Term Loani) Financial Institution Not Ascertainable
Principal 2117209Interest 1068697
ii) Bank Not AscertainablePrincipal 3758542Interest 5508741
b) DebentureNov-convertible Part C Redeemable Debenture
Principal 190062Interest 19695
Also refer to Note No 4
(x) Whether the company has given any guarantee for loans taken by others from bank or financial institutions the terms and conditions whereof are prejudicial to the interest of the company
(x) The Company has given guarantee for loans taken by Other Company others from bank or financial institution and the related terms and conditions are not prejudicial to the interest of the Company
(xi) Whether term loans were applied for the purpose for which the loans were obtained
(xi) Based on the information and explanations given to us by the Management no Term Loan was obtained by the Company during the year
(xii) Whether any fraud on or by the company has been noticed or reported during the year If yes the nature and the amount involved is to be indicated
(xii) Based upon the audit procedures performed during the course of our audit and information and explanations given by the Management we report that no fraud on or by the Company has been noticed or reported during the year
For S S KOTHARI amp COChartered Accountants
Firm Registration No 302034E
A DATTAPlace Kolkata PartnerDate 29th May 2015 Membership No 005634
Uniworth Limited46
UNIWORTH
UNIWORTHLIMITED
Particulars Note No As at 31032015
As at 31032014
I EQUITY AND LIABILITIES 1 Shareholders Fund
a) Share Capital 2 399862 399862 b) Reserves and Surplus 3 (9551249) (9151387) (9086744) (8686882)
2 Non-Current Liabilitiesa) Long Term Borrowings 4 - - b) Other Long Term Liabilities 5 227675 214963 c) Long Term Provisions 6 919008 1146683 909815 1124778
3 Current Liabilitiesa) Short Term Borrowings 7 2888541 2888676 b) Trade Payables 8 3367901 3114249 c) Other Current Liabilities 9 10578553 10028310 d) Short Term Provisions 10 3729 16838724 2397 16033632
Grand Total 8834020 8471528 II ASSETS
1 Non-Current Assetsa) Fixed Assets 11
i) Tangible Assets 378887 420957 ii) Capital Work in Progress 5468 7774
b) Non-Current Investments 12 300067 300067 c) Long Term Loans and Advances 13 79596 764018 73612 802410
2 Current Assetsa) Inventories 14 363263 398178 b) Trade Receivables 15 6443072 6042724 c) Cash and Cash Equivalent 16 25352 17946 d) Short Term Loans and Advances 17 643478 615433 e) Other Current Assets 18 594837 8070002 594837 7669118
Grand Total 8834020 8471528 Significant Accounting Policies 1Other Disclosures 25 - 40
Accompanying Notes are an integral part of the Financial StatementsThis is the Balance Sheet referred to in our Report of even date
BALANCE SHEET AS AT 31ST MARCH 2015 (` in 000rsquos)
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Annual Report 2015 47
UNIWORTH
UNIWORTHLIMITED
Particulars NoteNo
For the year ended31032015
For the year ended31032014
I Revenue from OperationsSale of products 1357763 1155975 Less Excise Duty - - Net Turnover 1357763 1155975
II Other Income 20 33895 235313 III Total Revenue (I + II) 1391658 1391288 IV Expenses
Cost of Materials Consumed 21 652552 724694 Purchases of Stock in Trade 33333 313 Changes in Inventories of Finished Goods Work in Progress amp Stock in Trade 22 14347 (8299)
Employees Benefits 25 151140 139783 Finance Cost 23 536119 536116 Depreciation and Amortisation 25 42727 42824 Other Expenses 24 424306 1854524 406500 1841931 Total Expenses 1854524 1841931
V Profit before tax (462866) (450643)VI Extra Ordinary Item 25 1639 1639 VII Profit before tax after Extra Ordinary
Items (464505) (452282)
VIII Tax Expenses - - IX Profit (Loss) for the period (464505) (452282)X Earnings Per Equity Share
i) Basic (1367) (1331)ii) Diluted (1367) (1331)
Significant Accounting Policies 1Other Disclosures 25 - 40
Accompanying Notes are an integral part of the Financial StatementsThis is the Statement of Profit amp Loss referred to in our Report of even date
STATEMENT OF PROFIT amp LOSS FOR THE YEAR ENDED 31ST MARCH 2015 (` in 000rsquos)
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Uniworth Limited48
UNIWORTH
UNIWORTHLIMITED
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2015 (` in 000rsquos)
Particulars 31032015 31032014A Cash Flow from Operating Activities
Net Profit (Loss) before Tax (464505) (452282)Adjustments For Depreciation and amortisation expense 42727 42824 Exceptional Items 1639 1639 Interest Income (2700) (2299)Dividend Received - (2)Net (Gain)Loss on foreign exchange (26043) (114085)Finance Cost 536119 536116 Sundry Balances w_off 152 - Unspent Liabilities Written Back - (9895)Operating Profit before Working Capital Changes 87389 2017 Adjustments For Increase(Decrease) in Other Long Term Liabilities 12712 20646 Increase(Decrease) in Long Term Provisions 9194 9106 Increase(Decrease) in Short Term Provisions 1332 (2926)Increase(Decrease) in Trade Payables 253652 158899 Increase(Decrease) in Other Current Liabilities 550241 602658 Decrease(Increase) in Non-Current Investment - - Decrease(Increase) in Long Term Loans amp Advances (5984) 1518 Decrease(Increase) in Other Non-Current Assets - - Decrease(Increase) in Inventories 34916 (26068)Decrease(Increase) in Trade Receivables (400348) (331229)Decrease(Increase) in Short Term Loans amp Advances (28198) (20496)Decrease(Increase) in Other Current Assets - (1)Cash Generated from (used in) Operating Activities 514906 414124 Tax Expense - - Net Cash Flow from(used in) Operating Activities (A) 514906 414124
B Cash Flow from Investing Activities Interest Income 2700 2299 Dividend Income - 2 Proceeds from sale of Non-Current Investments - - Addition to Tangible Fixed Assets 1408 1295 Addition to Intangible Fixed Assets - - Sale of Tangible Fixed Assets 241 5 Net Cash flow from(used in) Investing activities ( B ) 4348 3601
Annual Report 2015 49
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos)
Particulars 31032015 31032014C Cash Flow from Financing Activities
Proceeds from Equity Shares - - Repayment from Long term Borrowings - - Proceeds from Short term Borrowings (134) (1)Exceptional Items (1639) (1639)Net Gain on foreign exchange 26043 114085 Interest Expense (536119) (536116)Net Cash Flow from Financing Activities ( C ) (511849) (423671)Net Increase ( Decrease ) in Cash amp Cash Equivalents ( A+B+C ) 7406 (5947)Closing Balance of Cash amp cash Equivalents 25352 17946 Opening Balance of Cash amp cash Equivalents 17946 23893 Net Increase ( Decrease ) in Cash amp Cash Equivalents 7406 (5947)
Notes 1 The above Cash Flow Statement has been prepared under the ldquoIndirect Methodrdquo as set out in Accounting
Standard -3 on Cash Flow Statement notified under the Companies (Accounting Standards) Rules 20062 Addition to Fixed Assets include movement of Capital Work in Progress during the year3 Proceeds from Long term Borrowings are shown net of repayments 4 Figures in brackets represent cash outflow from respective activities 5 Cash amp cash Equivalents do not include any amount which is not available to the Company for its use6 As breakup of Cash amp cash equivalents is also available in Note No16 reconciliaton of items of Cash amp
cash equivalents as per Cash Flow Statement with the equivalent items reported in the Balance Sheet is not required
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Uniworth Limited50
UNIWORTH
UNIWORTHLIMITED
1 SIGNICANT ACCOUNTING POLICIES A BASIS OF PREPARATION The Financial Statements have been prepared to comply in material respects with the Accounting
Principles generally accepted in India including mandatory Accounting Standards specified under Section 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014 under the historical cost convention and on accrual basis The Accounting Policies in all material respect have been consistently applied by the Company and are consistent with those used in previous year
B TANGIBLE ASSETS Tangible Assets are stated at cost including pre-operative expenses amp borrowing cost allocated to
qualifying assets in proportion to costs thereof C IMPAIREMENT OF ASSETS An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value An
impairement loss is charged to the profit and loss account in the year in which an asset is identified as impaired The impairement loss recognised in prior accounting period is reversed if there has been a change in the estimate of recoverable amount
D CAPITAL WORK IN PROGRESS Stated at Cost E DEPRECIATION a The full value of Leasehold land is amortized over the period of lease b Depreciation on Tangible Assets continues to be provided on straight-line method at the rates
prescribed in erstwhile Schedule ndash XIV of the Companies Act 1956 This is a non-compliance of mandatory Accounting Policy required to be followed by the Company for Depreciation on Tangible Assets in terms of Accounting Standard (AS) 6 Depreciation Accounting
F INVENTORIES Basis of Valuation Raw Material At Cost Stores amp Spare Parts At Weighted Average Cost Work in Process and Finished Goods At Cost or Market Value whichever is lower Cost for this
purpose is determined with reference to cost of materials labour and appropriate overheads
Waste Stock At estimated realizable value except waste of Silk Division used for recycling which is valued at Cost as per past practice
G INVESTMENTS Long Term Investments are stated at cost less provision and write off in cost wherever the management
considers the fall in value to be of permanent in nature H BORROWING COSTS Borrowing costs that are attributable to the acquisition and construction of a qualifying asset are capitalized
as part of cost of that asset Other borrowing costs are recognised as expense in the period in which they are incurred
I EMPLOYMENT BENEFITS i) Short Term Employees Benefits The undiscounted amount of short-term employee benefits expected to be paid in exchange for the
services rendered by employees is recognized during the period when the employee rendered the service This benefit includes salary wages short-term compensatory absences and bonus
NOTES TO THE FINANCIAL STATEMENTS
Annual Report 2015 51
UNIWORTH
UNIWORTHLIMITED
ii) Long Term Employees Benefits a) Defined contribution Short Term Employees Benefits to ESIC (employees State Insurance
Corporation) and Provident Fund Schemes This contribution is recognized during the period in which employee renders service
b) Defined Benefit Scheme For defined benefit scheme the cost of providing benefit is determined using the projected unit credit method with actuarial valuation being carried out at each balance sheet date The retirement benefit obligation recognized in the balance sheet represents the value of defined benefit obligation as reduced by fair value of planned assets Actuarial gain and losses are recognized obligation in full during the period in which they occur
c) Leave encashment is determined on accrual basis J RECOGNITION OF INCOME AND EXPENDITURE Items of Income and Expenditure are recognised on accrual basis K SALES Sales are inclusive of Job Processing charges and exclude Inter Unit transfer claims etc L FOREIGN EXCHANGE TRANSACTIONS a) Assets and Liabilities relating to Foreign Currency outstanding at the year-end are translated at the
year-end rates b) Purchases and Sales are accounted for at average rates of exchange prevailing in the month
immediately preceding the month of transactions and the difference on account of foreign exchange fluctuation on the date of actual paymentrealization are treated as foreign exchange gainloss
M SEGMENT REPORTING The accounting policies adopted for Segment Reporting are in line with the accounting policies of the
company Revenue and Expenses have been identified to Segments on the basis of their relationship to the
operating activities of the segment Revenue and Expenses that relate to the enterprise as a whole and are not allocable to segment on a reasonable basis have been included under ldquoOthersrdquo
N TAXATION Current Tax is determined on the basis of the amount of tax payable under the Income Tax Act 1961
if any Deferred Tax LiabilitiesAssets subject to consideration of prudence are recognized and carried forward only when there is reasonable certainty that sufficient taxable Income will be available against which such Deferred Tax Liabilities Assets can be adjusted
O PROVISIONS AND CONTINGENT LIABILITIES The company recognizes a provision when there is a present obligation as a result of a past event that
probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may but probably will not require an outflow of resources Where there is possible obligation or a present obligation and the likelihood of outflow of resources is remote no provision or disclosure for contingent liability is made Contingent liabilities are generally not provided for in the accounts and are disclosed separately in Notes on Accounts
P EARNING PER SHARE Basic earning per share is calculated by dividing the net profit or loss for the period attributable to
equity shareholders by weighted average number of equity shares outstanding during the period The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for the events such as bonus share other than conversion of potential equity shares that have changed the number of equity shares outstanding without a corresponding change in resources For the purpose of calculating diluted earning per share the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares
NOTES TO THE FINANCIAL STATEMENTS
Uniworth Limited52
UNIWORTH
UNIWORTHLIMITED
NOTES TO THE FINANCIAL STATEMENTS2 Share Capital
Particulars 2014-15 2013-14a) Authorised
40000000 Equity Shares of ` 10- each (Previous Year 40000000 Equity Shares of ` 10- each)
400000 400000
900000013 Non Convertible Cumulative Redeemable Preference Shares of ` 100- each (Previous Year 9000000 Preference Shares of ` 100- Each)
900000 900000
Total 1300000 1300000 b) IssuedSubscribed amp Paid Up
33986243 Equity Shares of ` 10- each (Previous Year 33986243 Equity Shares of ` 10-each)
339862 339862
Preference Shares of ` 100- each (Previous Year 600000 13 Non Convertible Cumulative Redeemable Preference Shares of ` 100- each)
60000 60000
Total 399862 399862
c) Reconciliation of the number of Equity Shares Outstanding
Particulars 2014-15 2013-14Nos Nos Nos Nos
Number of Shares outstanding at the beginning of the year
33986243 33986243
Number of Shares outstanding at the end of the year
33986243 33986243
d) Reconciliation of the number of Preferance Shares Outstanding
Particulars 2014-15 2013-14Nos Nos Nos Nos
Number of Shares outstanding at the beginning of the year
600000 600000
Number of Shares outstanding at the end of the year
600000 600000
e) Shares in the Company held by each Shareholders holding more than
Name of Shareholders Number ofShares held
of Shareheld
Number ofShares held
of Shareheld
Nos Nos Nos NosAviante International Limited 6924975 2038 6924975 2038
f) Rights Preferances and Restrictions attached to Shares Issued
Each Equity Shareholder holding shares of ` 10- each is eligible for one vote per share held and is entitled to dividend when proposed by the Board of Directors subject to the approval of the sharesholders in the Annual General Meeting Each Equity Shares holders is entitled to participate in repayament of Capital on liqudation after all secured creditors have been paid
(` in 000rsquos)
Annual Report 2015 53
UNIWORTH
UNIWORTHLIMITED
Note 13 Non Convertible Cumulative Redeemable Preference Shares have already matured for redemption
completely by 12th December 2002 as per terms of redemtion However no part of this Share Capital amount could be redeemed by the aforesaid date The Company has received during the year 2010-11 a letter from IDBI The holders demanding forthwith the payament of the entire amount due on redemption togathet with the dividends due thereon
However the matter is pending restructuring of loans due to banks and financial institutions
3 Reserve amp Surplus
Particulars As at 31st March 2014
Addition Deduction As at 31st March 2015
a) Capital Reserve-Cpital Subsidy 6030 - - 6030
b) Securities Premium Account 406046 - - 406046
c) Debenture Redemption Reserve 87000 - - 87000
d) SurplusLoss (9585820) (464505) - (10050325)
(9086744) (464505) - (9551249)
4 Long Term Borrowings
Particulars 2014-15 2013-14a) Bonds Debentures
Secured4050990 125 Non Convertible Part-C Debentures of Rs50- each (Previous Year 4050990 Non Convertible Part-C Debentures of ` 50- each)
190060 190062
Less Unpaid Matured Debentures 190060 - 190062 -Terms of repayment Non - Convertible Part - C of the Debentures of ` 50 each Redeemable at par as per the terms of the issue in three equal instalments on 2341999 2342000 amp 2342001Security The debentures together with interest etc are secured by first mortgage and charge on all the companyrsquos immovable and movable assets both present and future and charge on current assets subject to prior charge createdto be created thereon in favour of the Companyrsquos Bankers for securing borrowings for Working Capital Requirements in the ordinary course of business The mortgage and charge referred to above shall rank pari passu with the mortgages and charges created to be created in favour of the Financial Institutions
(` in 000rsquos)
(` in 000rsquos)
Uniworth Limited54
UNIWORTH
UNIWORTHLIMITED
Particulars 2014-15 2013-14b) Term Loan
From Banks Financial InstitutionsSecured Rupee Loan 1893181 1893181
Foreign Currency Loan 1094029 1053602
2987210 2946783
Less Overdue portion of Rupee amp Foreign Currency Loan (Refer Note 9 (d)]
2987210 - 2946783 -
Terms of RepaymentAs per original agreement all the Term Loans have Become due for repaymentHowever the companyrsquos negotiation with term lenderrsquos for the re-schedulingrestructuring is in process
Nature of SecurityThe Term Loan from Financial InstitutionsBanks are secured to be secured by a first mortgage and charge on all the Companyrsquos immovable and moveable assets of the Company both present and future and charge on current assets subject to prior charge created andor to be created thereon to secure borrowings for Working Capital Requirements in the ordinary course of bussiness The mortgage and charge referred to above shall rank pari passu interse
Total - -
Notes 1) The company being a sick industrial undertaking could not redeem debentures amp interest thereof as per
the terms of issue which will be dealt properly in the restructuring scheme Accordingly no transfer has been made to the Account of Investor amp Protection fund
2) Following the declaration of the Company as a Sick Industrial undertaking by the Board for Industrial and Financial Reconstruction (BIFR) vides its Order dated 30012006 in terms of Section 3 (1) (A) of the Sick Industrial Companies (Special Provisions) Act 1985 and also athe appointment of Industrial Development Bank of India as the Operating Agency for preparation of a viability study report to revive the Company Appeals against the said order were preferred by some of the secured lenders as well as the Company before the AppellateAuthority for Industrial amp Financial Reconstruction (AAIFR) The said appeals were taken up and adjudicated and vide its order dated 05122007 AAIFR has remanded the case back to BIFR with a direction to reconsider the earlier references of the company on the basis of its earlier Balance Sheets also During the year 2010-11 in one of the appeals pending before AAIFR and in pursuance of ARCILrsquos application AAIFR has opined that in veiw of the actions taken by ARCIL under Section 13 (4) of SARFAESI Act the reference filed by the Company stood abated in one of the appeals pending before AAIFR under the proviso to Section 15(1) of SICA
Following the reference application filed by the company having stood abated under the proviso to Section 15(1) of SICA ARCIL has asked Indoworth to handover to them the possession of assets of the company covered by the security
(` in 000rsquos)
Annual Report 2015 55
UNIWORTH
UNIWORTHLIMITED
However matter is subjudice in a suit before the Kolkata High Court and necesssary adjustments would be made in the financial statements if required consequent to the final outcome of the proceedings Pending the above the financial statements have been drawn up on Going Concern basis as the Management is of the view that the going concern assumption is not vitiated for the reason as stated above
3) Under the provisions of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) ARCIL has taken over possession of the secured assets of the Companyrsquos plants during the Financial Year 2008-09 and has appointed Indoworth India Ltd as the Custodian of such assets
The Companyrsquos business continued since the aforesaid take over as usual However the matter is subjudice in a suit before the Calcutta High Court and necessary adjustments in the financial statements if required would be made upon final adjudication of the proceedings However these Accounts have been prepared on a Going Concern basis as the Management is of the view that the Going Concern assumption is not vitiated for the reason as stated above
4) The outstanding balance of Term Loans from Financial Institutions and some of the banks are subject to receipt of confirmation statements which couldnot be avialable due to restructuring in progress
5 Other Long Term Liabilities
Particulars 2014-15 2013-14MP Houshing Board 23331 23331
Electricity Duty 18569 18569
Water Charge 756 42656 756 42656
Selling Commission and Claim amp Discount 183317 170586
Security Deposit 850 850
Others 852 871
Total 227675 214963
6 Long Term Provisions
i) Provision for Employees BenefitsGratuity 37826 30090
Leave Encashment 8954 46780 7497 37587
ii) OthersProvision for Commission on Export Bills 325093 325093
Provision for Sales Claim on Export Bills 547135 872228 547135 872228
Total 919008 909815
Notes The final settlement in respect of sales claims amp commissions provided during the year 2002-03 for ` 872228 lacs is still pending amp the necessary adjustment for such claim amp commissions will be made after finalisation on receipt of necessary approval from the concerned regulatory authorities
(` in 000rsquos)
Uniworth Limited56
UNIWORTH
UNIWORTHLIMITED
NOTES TO THE FINANCIAL STATEMENTS7 Short Term Borrowings
Particulars 2014-15 2013-14a) Loan Repayble on Demand
i) From BanksSecured Packing Credit 659787 659787
Foreign Bill Discount 1311299 1971086 1311299 1971086
Unsecured Book Overdraft From Banks 917455 917455
Nature Security The Working Capital from banks are secured to be secured by first charge by way of hypothecation on the Companyrsquos stocks of Raw Materials Consumables stores Semi-finished and Finished Goods and book debts present and future and Second and sub-servient mortgage and charge created to be created on the companyrsquos immovable and movable assets present and future subject to first mortgage and charge created to be created thereon in favour of lenders of Term Loans amp Debentures
b) Deposit UnSecured - 135
Others
Total 2888541 2888676
Note The outstanding balance of borrowings from the banks for Working Capital Loans and Overdraft are subject to receipt confirmationstatements which could not be available due to restructuring being in progress
8 Trade Payable
Particulars 2014-15 2013-14Import
3295172
3022729
Local 72729 91520
Total 3367901 3114249
(` in 000rsquos)
Annual Report 2015 57
UNIWORTH
UNIWORTHLIMITED
Particulars 2014-15 2013-14Note 1) Amount dues to suppliers which are subject to
cnfirmation of the parties2) There are certain cases pending in appropriate
court regarding goods supplied by various creditors which are being disputed by the company Advance given to them will be adjusted once the cases are disposed off and settled
3) The Company has amounts due to suppliers under the MicroSmall and Medium Enterprises Development Act 2006 (MSMED Act) as at 31st Marchrsquo 2015 as under
The Principal amount and Interest due theeon remaining unpaid to any supplier as at the end of the year
138057 11343
The amount of Interest paid in terms of Section 16 along with the amount of the payment made to the supplier beyond the appointed day during the year
- -
The amount of interest due and payble for the period of delay payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under this Act
- -
The amount of Interest accrued and remaining unpaid at the end of the year
- -
The amount of Interest remaining due and payable even in the succeeding yearsuntil such date when the interest dues as above are actualy paid to the small enterprise
- -
The information has been given in respect of the vendors to the extent they could be identified as ldquoMicro and Smallrdquo enterprise on the basis of information available with the Unit of the Company
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Uniworth Limited58
UNIWORTH
UNIWORTHLIMITED
9 Other Current Liabilities
Particulars 2014-15 2013-14a) Current Maturities of Finance Lease Obligations
Lease Rent 551 138
b) Interest Accrued and Due on Borrowings Interest on Debenture 19695 19695
Interest on Term Loan 1203259 1139767
Interest on Working Capital Loan 5374179 4986011
Interest on ARCIL 609386 7206519 524930 6670403
c) Unpaid Debentures and Interest Accrued thereonOver due unpaid matued Debenture - Refer Note 4(a) 190060 190062
d) Other PayablesOver Due portion of long Term Debentures - Refer Note 4(b)
2987210 2946783
Contribution to PF and Other Funds 1683 1633
Salary Wages amp Bonus 8309 7643
Tax Deducted at Sources 1109 856
Taxes amp duties 11676 15055
Leagal amp Professional Expenses -
Audit Fees 266 266
Power amp Fuel 10430 8216
Rent 732 3205
Selling Commission 7272 14485
Claim amp Discount -
Excise Duty 864 852
Liability for Capital Goods 122954 131829
Miscellaneous Liabilities 17267 23620
Advance credit Balance - 994
Advance From Customer 11651 12270
Total 10578553 10028310
10 Short Term Provisions
Particulars 2014-15 2013-14Others 3729 2397
Total 3729 2397
Note Based on the past experience the company has provided ` 3729 lacs (previous year ` 2397 lacs) during the year as sales claim which the management thinks adquate to meet future claims
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Annual Report 2015 59
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS11 Fixed Assets
i) Tangible Assets
PARTICULARS GROSS BLOCK DEPRICIATION NET BLOCK
Cost as at1042014
Addition during the
year
Deductionadjustment during the
year
Cost as at31032015
Upto1042014
For theYear
Deductionadjustment during the
year
Upto31032015
As At31032015
As At31032014
Free Hold Land 9742 - - 9742 - - - 9742 9742
Lease Hold Land 2425 - - 2425 490 16 - 506 1919 1935
Building 257083 - - 257083 138784 8499 - 147283 109800 118299
Plant amp Machinery 1897145 43 - 1897188 1616282 32931 - 1649213 247975 280863
Electrical Installation 47248 12 - 47260 42515 444 - 42959 4301 4733
Vehicle 3673 - - 3673 3133 253 - 3386 287 540
Furniture amp Fixtures amp off Equip
23287 843 308 23822 18442 584 67 18959 4863 4845
Total 2240603 898 308 2241193 1819646 42727 - 1862306 378887 420957
Previous Year 2239559 1049 5 2240603 1776822 42824 - 1819646 420957 -
Capital Work In Progress
7774 - 2306 5468 - - - - 5468 7774
12 Non-Current Investments
Particulars 2014-15 2013-14a) Investments in Equity instruments
Bodies Corporate Quoted Fully Paid Upi) Joiprakash Associates Ltd
625 (Previos Year 625 Equity Sharers of ` 10- each) Equity Shares of ` 10- each
17 17
ii) Uniworth International Ltd527600 (Previous Year 527600 Equity Shares of ` 10- each) Equity Shares of ` 10- each
792 792
iii) Uniworth Textiles Ltd5687500 (Previous Year 5687500 Equity Shares of ` 10- each) Equity Shares of ` 10- each
17632 18440 17632 18440
Un-Quoted Fully Paid Upi) KDL Pharma Ltd
1500000 (Previous Year 1500000 Equity Shares of 10- each) Equity Shares of 10- each (Full amount Re1-)
ii) Uniworth Power Ltd900 (Previous Year 900 Equity Shares of ` 10- each) Equity Shares of ` 10- each
iii) Uniworth Apparal Ltd2075000 (Previous Year 2075000 Equity Shares of ` 10- each) Equity Shares of ` 10- each
2075 2075 2075 2075
Uniworth Limited60
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Particulars 2014-15 2013-14b) Investments in Debentures or Bonds
Indoworth India Ltd3000000 (Previous Year 3000000 Secured Zero Coupon Debenture of ` 100- each) Secured Zero Coupon Debentures of ` 100- each
300000 300000
c) Investments in Mutual FundsQuoted Fully Paid UpUnit Trust of India 5000 units of Master Equity Plan of ` 10- each(Previous Year 5000 units of ` 10 each)
50 50
320565 320565 Less Provission for diminution in value of Investments 20499 20499 Total 300067 300067 Aggregate value of Quoted Investment 18490 18490 Market value of Quoted Investment 17902 17821 Aggregate value of Un-Quoted Investment 302075 302075 Aggregate Provission for diminution in value of Investments
20499 20499
13 Long Term Loans and Advances
Particulars 2014-15 2013-14a) Security Deposits
Secured Considered Goods 114 114 With Govt Department 24002 21828 UnsecuredConsidered Goods 34501 58617 32032 53974
b) Other Loans and Advances Secured Considered GoodsTaxes amp duties paid under Protest 10786 9524 UnsecuredConsidered Goods 10193 20979 10114 19638 Total 79596 73612
14 Inventories
Particulars 2014-15 2013-14a) Raw Materials 50430 63007 b) Work in Progress 157654 143425 c) Finished Goods 117157 149351 d) Stores amp Spares 21729 29720 e) Waste Stock 16293 12675
Total 363263 398178
Note 1 Mode of valuation - Refer Accounting Policy Note-1(f)2 Finished Goods i) Value of ` 18438 Lacs lying with thrid party ii) Value of ` 11551 Lacs under seizer of the Excise Department for a storage of Stock with a third party
without obtaining permission of the Excise Department
Annual Report 2015 61
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS15 Trade Receivables
Particulars 2014-15 2013-14Sundry Debtors UnsecuredConsidered Goods Outstanding for a period exceeding six month 6406061 5885516 Other Debts 37011 6443072 157208 6042724 Doubtful Outstanding for a period exceeding six month 1644 1644 Less Provision for doubtful debts 1644 - 1644 - Total 6443072 6042724
Note 1) Trade Recievable includes ` 204121 Lacs due from a Company which has become sick and registered with
BIFR under the Sick Industrial Companies (Special Provisions) Act 1985 Quantum of amount considered doubtful is not ascertainable at this Stage Accordingly no provision has been made in the account in this regards
2) In respect of Sundry Debtors (including Domestic sales Debtors) adjustments are pending against supplies and other liabilities etc due to the buyers Managent is confident of recovering the balance after such adjustments pending approval from concerned regulatory authority
3) Certain Debtors are subject to Confirmation4) Trade Recievable includes i) ` 369789 Lacs representing overdue Export Bills outstanding for long against which the acompany has
obtained a decree for realizing the outstanding debts over a period of time ranging up to twenty years The company has also filed an appeal for reductionvariation of the period of time
ii) ` 2709712 lacs representing overdue Export Bills outstanding for long that will be set off against import liabilities claims and commission etc of the respective parties
iii) ` 99230 lacs representing overdue Export Bills outstanding for long against which the management has taken appropriate steps for its recovery
iv) ` 13162 Lacs represanting other trade recievables outstanding for long against which the management has taken appropriate steps for recovery According no provision gas been considered necessary at this stage
16 Cash and Cash Equivalent
Particulars 2014-15 2013-14a) Balances with Banks
In Current Account 20129 10096 Margin Money 4499 4499 Fixed Deposit with Bank 446 25074 3059 17654
b) Cash on hand 278 292 Total 25352 17946
Note 1) Balances with the Bank in Current Account include Debit balances in Current Account of ` 7914 Lacs which
are subject to receipt of confirmation because of restructuring being in progress2) Fixed Deposit lodged with Bank as margin for Guarantee ` 407 Lacs and with Sales Tax Authorities ` 039
Uniworth Limited62
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTSLacs
3) During the year one of the banker of the company Axis Bank Ltd under instructions from ARCIL has made debit freeze (freezing all withdrawals ) of all current account of the company maintained with them the balance of which as per books amounted to ` 6523 lacs as on 31st March 2015As per Confirmation Certificates obtained from the Bank total balance of all such Current Accounts works out to ` 426 lacs as on 31st March 2015 in absence of any details of the withdrawalsother transactions made from such Accounts necessary entries could not be made in the books of the company
4) During the year the company opened certain new Current Accounts with Banks (other than the bankers of the Company)
17 Short Term Loans and Advances
Particulars 2014-15 2013-14a) Loans and Advances to Related Parties
Unsecured Considered GoodUniworth Textiles Limited 126226 132487 Doubtful Uniworth Apparel Ltd 129316 129316 Less Provission for Doubtful Advance 129316 - 129316 -
b) Others Secured Considered Good UnsecuredConsidered Good Loans to Bodies Corporates 21680 21680 Interest Receivable 10417 10417 Advance to Suppliers 20707 16632 Vat Receivable Cenvat Rebate Recievable 9184 8635 TDS Receivable 3482 3045 Focus Market Recievable 1917 Excise Duty Advance ( PLA ) 14 Service Tax amp Ed Cess Receivable 634 2422 DEPB Receivable 6 6 Duty Draw Back Receivable 720 2085 CST Refund Claim Receivable - 477 ADVANCE FBT REFUNDABLE 67 67 Claims Receievable from Banks 68936 68936 Prepaid Expenses 1042 1169 Miscellaneous Advances 378446 517252 347375 482946 Doubtful Loans to Bodies Corporates 69065 69065 Less Provision for Doubtful Advance 69065 - 69065 - Total 643478 615433
Note
Annual Report 2015 63
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS1) Claim receivable of ` 68936 lacs due from various banks on account of excess interest charged by them in
earlier years are subject to confirmation No provision has been made there against2) Short Term Loans and Advances includes ` 132709 Lacs which have become sick and referred to BIFR under
the Sick Industrial Companies (Special Provisions) Act 1985 Quantum of amount considered doubtful is not ascertainable at this Stage Accordingly no provision has been made in the account in this regards
3) Advance includes ` 314473 Lacs due from a party which in opinion of the Management is considered t be fully recoverable
4) Advance includes ` 010 Lacs due from a director (Max Amount at any time during the year ` 108 Lacs)5) Certain Advances are subject to Confirmation
18 Other Current Assets
Particulars 2014-15 2013-14Transfer of Fixed Assets 594837 594837 Total 594837 594837
Note The adjustment of ` 594837 lacs pertaining to transfer of Fixed Assets of the company in earlier years under scheme of demerger is still pending and will be dealt in restructuring Scheme19 Contingent Liabilities and Commitments (To the extent not provided for)
i) Contingent Liabilities a) Claim against the company not acknowledged as
debt b) Guarantees 767629 767742 c) Other money for which the company is contingently
liable - Letter of Credit 9882 9882 - Arrear Dividend on 13 Non Convertible Cumulative Redeemable Preference Shares (Refer Note 2 (b)) 38224 38224 - Entry Tax 8858 8858 - Central Commercial Sale Tax Demands 20463 20463 - Excise Demands 104329 127129 - Interest on Lease rent 473 - TDS Demand Default 923 - Custom Demands 46922 25200 - Professional TaxLabour CasesWater Cess etc 985 981 - Electricity Duty 11545 242604 115450 346187 Total 1010233 1113929
Note 1) Claims Disputed liabilities not acknowledged as debtthe amount of which is not ascertained2) Gaurantees include Corporate Guarantees ` 7000 lacs ( Previous Year ` 7000 lacs) given by the Company
to financial Institutions and Banks for granting Term Loans and Working Capital Loans to certain Body Corporates
Uniworth Limited64
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS20 Other Income
2014-15 2013-14a) Interest Income (TDS ` 48052- PY ` 852437-) 2699 2299 b) Other Non - operating Income (Net) 31196 233014
Total 33895 235313
21 Cost of Materials Consumed
a) Raw Materials 652552 724694 Total 652552 724694
22 Change in Inventories
a) Closing StockFinished Goods 117157 149352 Work in Progress 157654 143425 Waste 16293 291104 12674 305451
b) Opening StockFinished Goods 149352 117114 Work in Progress 143425 167480 Waste 12674 305451 12558 297152 Total 14347 (8299)
23 Finance Cost
a) Interest Expense 536119 536116 Total 536119 536116
Notes 1 Interest provision on borrowing from some of the institutions and banks has been made in the accounts at
prevailingestimated rates on simple interest basis applicable on such loans The impact of compound interest Penal charges wherever applicable could not be ascertained Besides there is dispute between the Company and BankersCreditors over the issue of charging interest and payment to the BankersCreditors of interest and principal amountThe BankersCreditors have approached appropiate court of law for recovery of its due which is being defended by the Company
2 Pending restructuring interest provision on certain loansborrowings has not been made and impact of the same is not presently ascertainable
24 Other Expenses
Particulars 2014-15 2013-14Stores amp Spare parts Consumption 132265 105108 Rent 2281 1873 Rates amp Taxes 9476 4298 Insurance 1570 1074 Power amp Fuel 132683 107966 Repairs amp Maintanance 5228 5997 Bank Charges 388 484
Annual Report 2015 65
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Particulars 2014-15 2013-14Travelling amp Conveyance 8472 7678 Directors Fees 34 40 Payment to Auditors 310 316 Brokarage amp Commission 31788 21295 Legal and Professional Expense 11176 10551 Postage and Telegram 3528 2066 Stock Echange Listing Fees 171 - Sundry Balnces woff 152 - Freight amp Forwarding 8961 5847 Previous Year Adjustment 27401 2680 Net Loss on Foreign Currency Exchange - 94977 Miscellaneous Expenses 48422 34250 Total 424306 406500
25 Additional Information
1 (a) Employees Benefits Expense Salaries and Wages 121483 120642 Contribution to Providend Fund and Other Fund 18697 8540 Staff walfare Expense 10960 10601 Total 151140 139783
Note Salary and Wages includes payment to a whole time director remuneration (b) Depriciation and Amortizartion Expense
Tangible Assets 42727 42824 Intangible Assets - Total 42727 42824
(c) Payments to Auditors Audit Fees 225 225 Taxation Matter 30 30 Other Services 30 37 Reimbursement Of Expenses 25 24 Total 310 316
(d) Exceptional and Extra Ordinary Items i) Extra Ordinary Item Impairment of Capital Work in Progress 1639 1639 Total 1639 1639
(e) Prior Period Items Previous Year Adjustment 27401 2680 Total 27401 2680
Uniworth Limited66
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Particulars 2014-15 2013-14 Qty Value (`
In lacs) Qty Value (`
In lacs) 2 a) Raw Material consumption (Under Broad Head)
i) Scoured Wool Wool Top 395824 3288 394649 2810 ii) Polyester Tow Tops 352452 545 244445 340 iii) Silk Tops 237671 2605 236291 3993 iv) Others 118274 87 141371 104 Total 1104221 6526 1016756 7247
b) Goods Purchased under broad head 9521 333 241 3 Total 9521 333 241 3
3 Work In Progress under broad headWool Tops 93757 919 75885 577 Polyester Tops 32668 109 45001 113 Waste 6805 34 120 1 Acrylic tops - - 493 1 Others 24688 515 32767 742 Total 157918 1577 154266 1434
4 a) Value of imports calculated on CIF basis by the company during the financial year in respect of -I Raw Materials 1159 130998 II Componants and Spare Parts 16916 20704 III Capital Goods - 18075 - 151702
b) Expenditure in Foreign Currency during the financial yearI Travelling - 334 II Commission to Selling Agent 39926 9129 III Others - 516
c) Total value of Imported and Indigenous materials consumedI Raw Material
Imported 1487 144509 Indigenous 651065 652552 580185 724694 Total 652552 724694
II Spare Parts and ComponantsImported 9319 19606 Indigenous 122946 132265 85502 105108 Total 132265 105108
d) The amount remited during the year in foreign currency on account of dividends to Non- Resident Shareholders
Annual Report 2015 67
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
e) Earnings in Foreign ExchangeI Export of Goods calculated on FOB Basis 125682 77602 II Royalty Know-how Professional and
Consultation FeesIII Interest and DividendIV Other Income
Note Including deemed export ` 110538 lacs (Previous year ` 149115 lacs)26 Managing Whole Time Executive Directorsrsquo Remuneration
(` In Lacs) (` In Lacs) Salary 600 1056 Allowances 209 629 Perquisites 065 078 Total 874 1763
27 Related Party disclosure as required by AS ndash 18 ldquoRelated Party Disclosurerdquo are given below a) Relationship Associates Uniworth Textile Ltd Uniworth Power Ltd Uniworth Apparel Ltd Aviante International Ltd Key Management Personnel Mr S N Shenwai b) Transactions with Related parties (` in Lacs)
Associates2014-15 2013-14
Purchase of Goods Sales of Goods 111555 100613 Services Rendered Enjoyed 14237 3278 Payment made to the Key Management Pesonnel of an Associate - 834 Loans amp Advances -Given during the yr 15961 13839 -Received during yr 21362 17310 -Balance 310315 (including receivables) 425051 132488 Guarantee Given 700000 700000
c) Transactions with Key Managemnt Personnel
Loans amp Advances Given During the year - 430 Received during the year 098 - Balance as on 31032015 010 430
d) Balance of ` 425051 lacs with Uniworth Textiles Limited (Related Party) as at 31st March 2015 is under reconciliation
Uniworth Limited68
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS28 Based on the guiding principles given in Accounting Standards on ldquoSegment Reportingrdquo (AS-17) the Companyrsquos
primary business segment is Wool and Silk business
Segment wise Revenue Results and Capital Employed under Clause 41 of the Listing Agreement for the year ended 31st March 2015
(` In Lacs) (` In Lacs)
2014-15 2013-14 A Primary Segment
a) Segment Revenue (Net SalesIncome) i) Segment ndash Wool 766964 595091 ii) Segment ndash Silk 590799 560884 iii) Others
1357763 1155975 Less Inter-Segment Revenue ndash ndash Net SalesIncome from Operations 1357763 1155975
b) Segment Results Profit (+)Loss ( - ) ( Before Tax and Interest from each Segment)
Segment ndash Wool 6514 36524 Segment ndash Silk 66739 48950 Others
73253 85474 Less Interest (Net) 536119 536117 Add Other Un-allocable income net of un-allocable expenditure
(1639) (1639)
Total Profit(Loss) before Tax (464505) (452282)
c) Net Segment Assets (Segment Assets less Segment Liabilities) Segment Assets Segment Liabilities
2014-15 2013-14 2014-15 2013-14 i) Segment ndash Wool 77801 74360 80802 77361 ii) Segment ndash Silk 7538 7387 7538 7387 iii) Others iv) Unallocable assets amp liabilities 3001 3001 ndash ndash
Total 88340 84748 88340 84748
Net Segment Assets 2014-15 2013-14
(3001) (3001) ndash ndash ndash ndash
3001 3001 ndash ndash
(` in 000rsquos)
Annual Report 2015 69
UNIWORTH
UNIWORTHLIMITED
d) Capital Expenditure (including Capital work in progress amp Depreciation) Capital Expenditure Depreciation
2014-15 2013-14 2014-15 2013-14 Segment ndash Wool 9 10 390 390 Segment ndash Silk ndash 1 37 38 Others Total 9 11 427 428
B) Secondary Segment Segment ndash Wool Segment ndash Silk
Geographical Distribution of Segment Revenues
2014-15 2013-14 2014-15 2013-14
India 6243 5190 5908 5609 Outside India 1427 761 - - Total 7670 5951 5908 5609
29 Employee benefits (Revised Accounting Standard 15)
a) Defined Contribution Plan
The company makes contribution towards Provident Fund and ESIC to a defined contribution retirement benefit plan for qualifying employees
The Provident Fund plan is operated partly by RegionalProvident Fund Commissioners and partly by an independent Trust ESIC by Government agencies Under the said schemes the company is required to contribute a specific percentage of pay roll costs in respect of eligible employees to the retirement benefit scheme to fund the benefits
During the year the company has recognised ` 6405 lacs for Provident fund contribution Rs 1898 lacs for ESIC The Contribution payable to these plans by the Company is at the rates specified in the rules of the scheme
b) Defined Benefit Plans
i) The plan provides for a lump sum payment to vested employees upon retirement death while in employment or on termination of employment of an amount equivalent to 15 days basic salary payable for each completed year of service Vesting occurs upon completion of five years of continuous service
ii) The employees of the company are eligible for encashment of leave upon retirement up to 30 days for each year (Maximum 120 days) Leave is accounted for on accrual basis
NOTES TO THE FINANCIAL STATEMENTS (` in 000rsquos)
Uniworth Limited70
UNIWORTH
UNIWORTHLIMITED
(` in Lacs)
Gratuity(Infunded)
31-03-15 31-03-14A Expenses recognised in the Statement of Profit amp Loss Account for
the year ended 31032015 i) Current Service Cost 1492 852 ii) Interest Cost 2407 1949 iii) Expected return on planned Assets - - iv) Actuarial (gain)loss 4798 5358 v) Past Service Cost vi) Effect of any curtailment settlement vii) Unrecognised defined benefit Plan viii) Expenses recognised in the Profit amp Loss Ac 8697 8159
B Net (Asset) Liabilities recognised in the Balance sheet as at 31st March 2015 i) Present Benefit of defined benefit Obligation 37826 30089 ii) Fair Value of planned Asset iii) Net (Asset) Liabilities recognised in the Balance sheet 37826 30089
C Changes in the Present value of defined benefit obligation during the year ended 31st March 2015 i) Present Value of defined benefit obligation as at 1st April 2014 30089 22931 ii) Current Service Cost 1492 852 iii) Interest Cost 2407 1949 iv) Actuarial (gain)loss 4798 5358 v) Benefit Paid (960) (1001)
Present value obligation as at 31st March 2015 37826 30089 D Principal Actuarial Assumption Used
Discount rates as at 31st March 2015 800 850Expected Return on Planned Asset NA NA Expected Salary Increase rate 600 600Mortality Rate LIC
(2006-08) (Mortality
Table)
LIC (1994-95) (Mortality
Table)
E Reconciliation of Net Assets Liability recognized in the Balance Sheet as on 31st March 2015 Net Assets (Liability) recognized in the Balance Sheet as at 31st March 2014
30089 22919
Employerrsquos Expenses 8697 8171 Employerrsquos contributions (960) (1001)Net Assets Liability) recognized in Balance Sheet as on 310315 37826 30089 Note Above information have been compiled on the basis of certificate issued by the Actuaries
Annual Report 2015 71
UNIWORTH
UNIWORTHLIMITED
30 With the introduction of the companies Act 2013 with effect from 1st Arpil 2014 adoption of Schedule - II of the said Act regarding calculation of depreciation based on estimated Useful Life of each tangible asset has become mandatory from that date However as the companyrsquos Fixed Assets Register has not yet been fully updated with regard to estimated useful life of each asset calculation of depreciation as per schedule -II could not be made by Company during the year This tantamount to non- compliance of mandatory requirements of the Companies Act 2013 read with Accounting Standard (AS) 6 Depreciation Accounting Effect of such non-compliance on the Financial Statements of the Company is not presently ascertainable
31 The Company has not recognized Deferred Tax Assets (Net) as per Accounting Standard ndash 22 regarding ldquoAccounting for Taxationrdquo estimation of future in view of consistent losses and of uncertainty regarding Profit with reasonable certainty
32 Certain Banks and Financial Institutions have taken legal recourse for recovery of their dues from the companyLoans and Advances includes Rs 150 lacs deposited with the Banks in the name of advocates on record for both parties as per order of Honrsquoble Kolkata High Court in case of litigation with the Bank
33 Due to non-completion of certain technical formalities certain borrowing facilitieswhich were to be transferred to a body corporate pursuant to the original scheme of restructuring could not be made
34 The company has applied from time to time to The Reserve Bank of India for extension set off of certain over- due bills approval of which is still awaited
35 In preparation of these Accounts cognizance has not been taken by the Company of a Debit Note sent by a body corporate in an earlier year indicating the unilateral transfer back by the said body corporate of all the assets which were transferred to them on 01042000 together with all existing and underlying securitiescharges as part of the restructuring scheme formulated by ICICI in view of the various judicial proceedings pending at this juncture However the Company has been legally advised to deal with the above transfer back only after final disposal of the process of adjudication by the Court
36 Export obligation for the assets acquiredtaken on lease without payment of applicable duties lies with the Company under the provisions of the Exim Policy (Amount unascertained)
37 Discounts commission amp other selling expenses include commission Rs 23591 lacs (Pr year Rs 13381 Lacs)
38 Claims had been filed against the Compamy by a body corporate amounting to Rs 21625 Lacs for non fulfillment of certain clauses of an agreement relating to transfer of Nagpur Unit to them in respect this we are unable to express our opinion on liablities that may arise eventualy on finalistion of suit
39 Earning Per Shares (Rs in 000rsquos)
2014-15 2013-14a) Net Profit(Loss) after tax available for equity shareholders (464505) (452282)b) Weighted average number of Basic Equity Shares of Rs10- each
outstanding during the year (Noof shares) 33986243 33986243
c) Weighted average number of Diluted Equity Shares of Rs10- each outstanding during the year (Noof shares)
33986243 33986243
d) Basic Earning Per Shares (Rs) ab (1367) (1331)e) Diluted Earning Per Shares (Rs) ac (1367) (1331)
Uniworth Limited72
UNIWORTH
UNIWORTHLIMITED
40 The previous yearrsquos figures have been reworked regrouped rearranged and reclassified wherever necessary and practicable Amounts and other disclosures for the preceding year are included as an integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Annual Report 2015 73
UNIWORTH
UNIWORTHLIMITED
If undelivered please return to UNIWORTH LIMITEDlsquoGreen Acresrsquo2 Nazar Ali Lane Flat - 4AKolkata - 700 019
UNIWORTH LIMITED CIN L17299WB1988PLC044984
Registered Office Green Acres 2 Nazar Ali Lane Flat-4AKolkata ndash 700 019 Telephone (033) 4006 1301 Email uniworthlimitedgmailcom
ELECTRONIC VOTING PARTICULARS
EVEN (Electronic Voting Event Number) User ID Password
Note Please read the instructions printed in the Notes of the Notice of AGM before exercising the vote
ATTENDANCE SLIP IWe hereby record myour presence at the 27th Annual General Meeting of the Company held on Tuesday September 29 2015 at 1030 AM at Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046
Folio NoDP ID amp Client ID Share Holding Serial No Name Name(s) of Joint Holder(s) if any
Address
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip Proxyrsquos Name in Block Letters MemberrsquosProxyrsquos Signature Note Please bring the Attendance Slip duly signed to the meeting and hand it over at the Entrance of the Meeting Hall UNIWORTH LIMITED PROXY FORM MGT-11
CIN L17299WB1988PLC044984 Registered Office Green Acres 2 Nazar Ali Lane Flat-4AKolkata ndash 700 019 Telephone (033) 4006 1301 Email uniworthlimitedgmailcom
[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies (Management and Administration) Rules 2014]
Name of the Member(s) Registered Address E-mail ID Folio NoDP ID amp Client ID IWe being the Member(s) of Uniworth Limited holdinghelliphelliphelliphelliphelliphelliphelliphelliphelliphellipEquity Shares of the above named Company hereby appoint
1) Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipAddresshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipE-mail ID helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip or failing himher
2) Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipAddresshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipE-mail ID helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip or failing himher
3) Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipAddresshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipE-mail ID helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip or failing himher
as myour Proxy to attend and vote (on a poll) for meus and on myour behalf at the 23rd Annual General Meeting of the Company to be held on Tuesday September 29 2015 at 1030 AM at Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046 at any adjournment thereof in respect of following resolutions
S No Resolutions
Ordinary Business
1 Adoption of Audited Financial Statements of the Company for Financial Year ended 31st March 2015 Reports of the Board of Directors and Auditors thereon
2 Re-appointment of Mr S N Shenwai (DIN 01716415) who retires by rotation
3 Appointment of Auditors and to fix their remuneration
Special Business
4 Appointment of Mr Tara Chand Jain (DIN 07144151) as an Additional Director
5 Appointment of Mr K Jhunjhunwala (DIN 00035091) as an Independent Director
6 Appointment of Mrs Silpi Chakraborty ( DIN 06923695) as an Independent Director
Signed this helliphelliphelliphellipday of helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip2015 Signature of Shareholder(s)helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature of Proxyholder(s)helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip
Notes 1 This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the AGM
2 For the Resolutions Explanatory Statement and Notes please refer to the Notice of Annual General Meeting of the Company 3 A proxy need not be a member of the Company
Affix Revenue Stamp
i
FORMB
Format of covering letter of the Annual Audit Report to be filed with the Stock Exchange
1 I Name of the Company Uniworth Limited
2 I Annual Financial Statements for the Year 31st March 2015 ended
3 I Type of Audit Qualification 1 Footnote (i) to Note No 23 regarding interest bull provision on borrowings from some of the institutions and banks which has been made in
the financial statements under simple interest method at the prevailing estimated rates applicable on such loans in absence of relevant documentsconfirmations as a result of which impact of compound interestpenal charges wherever applicable having not been ascertained as well as the note therein regarding the matter of dispute between the Company and the BankersCreditors in connection with charging of interest payment and payment of principal
2 Footnote No (ii) to Note No 23 regarding nonshyprovision of Interest on certain loans and the impact of the non-provision is not presently ascertainable
3 Footnote No 4 (i) (ii) and (iii) of Note No 15 regarding overdue Export Bills amounting to Rs 3178731 lacs outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
4 Footnote 1 of 17 regarding Claims Receivable amounting to Rs 68936 lacsdue from various banks outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
5 Footnote 3 of Note No 17 regarding advance of Rs 314473 lacs due from certain parties which in our opinion are considered doubtful of recovery against which adequate provision has not been made
6 Footnote 3 of Note No 16 relating to nonshyaccounting of withdrawals other transactions from certain Bank accounts during the year due
to rpasons stated on the said Note 16 (3) 7 Note No 30 regarding nun-compliance or
Accounting Standard (AS) 6 Depreciation Accounting due to non-adoption of Schedule - II of the Companies Act 2013 and also nonshycompliance of mandatory Accounting Policy for Depreciation required to be followed by the Company due to reasons stated in the said Note
8 In absence of any workings for impairment of assets as per Accounting Standard (AS) 28 Impairment of Assets the impact of such impairment is not ascertainable
9 Non-provision I non-compliance of Items indicated in (1) to (8) above constitute a departure from the Accounting Standards referred to in Section 133 of the Act Without considering Item Nos (1) (2) (6) (7) and (8) above whose impact on the Companys Statement of Profit and Loss is presently nonshyascertainable had the provisions indicatprI in Item Nos (3) to (5) been made (i) the Loss for the year would have increased by Rs 3562140 lacs
(ii) Trade Receivables would have decreased by Rs 3178731 lacs
(iii) Shott Term Loans and Advances would decreased by Rs 383409 lacs
(iv) The Shareholders Fund would have been lower by Rs 3562140 lacs
In our opinion and to the best of our information and according to the explanations given to us except for the like effects of the matters described in the Basis for Qualified Opinion paragraph above the aforesaid Financial Statements give the information required by the Act in the manner so required and give a true and
fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2015 and its loss and its cash flows for the year ended on that date
We draw your attention to the following matters in the Notes to the Financial Statements
1 Following Notes to the Financial Statements describe the uncertainty related to the outcome of the lawsuits lother legal matters and matters under settlements indicated therein
~~-~ or ~r gt
~~I(J~ IOfl1)
I (a)Footnote (2) to Note No4 regarding legal issues
following securitization of Secured Loans as stated in the said Note
(b)Footnote (2) of Note No 15 regarding pending adjustments of Sundry Debtors against supplies and other liabilities etc due to the buyers In absence of final settlement with the parties and non-receipt of necessary approval from concerned regulatory authority extent of the amount of adjustments so required could not be ascertained
(c) Footnote to Note No 6 regarding estimated amount of Rs 872228 lacs provided during the year 2002-03 as sales claims and commissions relating to earlier years from overseas customers of the Company which is pending for final settlement Necessary adjustments for such claims and commissions will be made after final settlement and obtaining necessary approval frommiddot the concerned regulatory authority
(d)Footnote 1 of Note No 15 and Footnote 2 of Note No 17 regarding Debtors and Advances amounting to Rs 145362 lacs and Rs 138719 lacs respectively relating to Companies which have become Sick and referred to BIFR under the Sick Industrial Companies (Special Provisions) Act 1985 As the rehabilitation scheme of these companies are pending finalisation the amount of provision if any which may be required remain unascertainable
(eNote No 32 regarding legal recourse taken by certain banks and financial institutions for recovery of their dues and the matter is sub-judice as stated in the said Note
(f) Note No 33 regarding non-compliance of certain technical formalities due to which transfer of certain borrowing facilities to a body corporate could not be made
(g)Note No 34 regarding applications made by the Company with the Reserve Bank of India from time to time for extension I setting off of certain overdue bills
(h)Note No 35 regarding Debit Note sent by a body corporate in an earlier year for unilateral transfer back of all assets not taken into cognizance by the Company in preparing these Financial Statements as stated in the said Note
~o(r_~-~ _( l~ I ))() C
Jflt ~
(i) Note No 38 regarding claims filed by a body mrporate for Rs 21625 lacs for non-fulfilment of clauses of the agrppment relating to transfer of Ilagpur Unit to them outcome of which would eventually arise on finallsation of suit
(j) tvlatters disclosed in Note No 19 relating to Entry Tax CentralCommercial Sales Tax Demands Customs Demands Professional TaxLabour casesWater Cess Electricity Duty etc disclosed under Contingent Liabilities which are contested by the Company and pending before various forums authorities for final decisions
2 Note No 4 (Footnote 4) Note No 7 (Footnote) and Note No 16 (Footnote 1) to the financial statements regarding non-receipt of confirmations in respect of borrowings from banksFinancial Institutions and also debit balances in certain current accounts with banks due to restructuring being in progress book balances thereof have been relied upon
3 Note No 27 (d) regarding balance with a related party under reconciliation
4 Footnote 2 amp 3 of Note No 4 to the financial statements regarding preparation of these financial statements on Going Concern basis for the reasons stated therein as also the fact that the Company has accumulated losses and its net worth has been fully eroded Further the Company has incurred net loss during the current and previous years and the Companys current liabilities exceeded its current assets as at the Balance Sheet date These conditions along with other matters set forth in Notes to Financial Statements indicate the existence of a material uncertainty that may cast significant doubt about the Companys ability to continue as a going concern
Our opinion is not modified in respect of these matters
Frequency of Qualification I Yearly Draw attention to relevant notes in the IThe Company has adequate system of internal Annual Financial statements and
4
controls to ensure that all assets are safeguarded and I
protected against loss and that all transactions are in the Directors Report management response to the qualification
authorized recorded and reported correctly TIle systems are designed to support the reliability of the financial and other records for preparing financial statements and other data The Statutory Auditors also discuss their comments and findings with the management as well as with the audit committee
The Company has also regularly placed before the Board Internal Audit Reports FinanCial Results with Provisional Balance Sheets Performance Review Report of various Units together with Executive Summary Current Workings and all Current matters of commercial importance and various other information as generally required under the various Stock Exchange listing Agreements
The Audit Committee reviews the efficacy of the Audit Committee chair I Additional comments from the Board
internal control mechanism and monitors the risk management policies adopted by the Company The Committee also reviews the report furnished by the internal and Statutory Auditors and ensures that suitable follow up actions are taken Besides the Committee also examines accounting taxation and disclosure aspects of all significant transactions
5 I To be signed by-CEO Managing Director FOfun~ExecutiveWhole-time Director
SIs~i Executive Director
For Uniworth Ltd
~ CFO A K Ladia
For S S Kothari amp Co Chartered Ac~ntants (ReJlistratittJo 302034E)
For Uniworth Limited
Audit Committee Chairman ~
A
- Uniworth Limited AR 2015pdf
- Attendance Slip _UL_pdf
-
Uniworth Limited2
UNIWORTH
UNIWORTHLIMITED
NOTES
a) A member entitled to attend and vote is entitled to appoint a proxy to attend and vote on a poll instead of himself and the proxy need not be a member Proxies in order to be effective must be received at the Registered Office not less than 48 hours before the meeting
A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights A member holding more than ten percent of the total share capital of the company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder
b) The Register of Members and Transfer Books of the Company will be closed from 23rd September 2015 to 29th September 2015 both days inclusive
c) Intimation of any Change of Address should be given to the Registrar amp Transfer Agent Company immediately
d) Explanatory Statement Us 102 of the Companies Act 2013 is annexed herewith in respect of items of Special Business
e) Brief profile of the Directors seeking appointment re-appointment at the ensuing Annual General Meeting is annexed hereto in compliance of Clause 49(VIII)(E)(1) of the Listing Agreement with Stock Exchanges
f) Voting through electronic means
I In compliance with provisions of Section 108 of the Companies Act 2013 and Rule 20 of the Companies (Management and Administration) Rules 2014 as mentioned from time to time and Clause 35B of the Listing Agreement the Company is pleased to provide to the Members the facility to exercise their right to vote at the 27th Annual General Meeting (AGM) of the Company by electronic means and the business mentioned in Notice relating thereto may be transacted through the E-Voting services provided by National Securities Depository Limited (NSDL) It is clarified that it is not mandatory for a member to vote using e-facility and a member may avail of said facility at his her discretion following the procedure below
The instructions for e-voting are as under
A In case a member receives an email from NSDL [for members whose email Ids are registered with the CompanyDepository Participants (s)]
i Open email and open PDF file viz ldquoUniworth Limited e-Votingpdfrdquo with your Client ID or Folio No as password The said PDF file contains your user ID and password for e-voting Please note that the password is an initial password
ii Launch internet browser by typing the following URL httpswwwevotingnsdlcom
iii Click on Shareholder ndash Login
iv Now Enter your User ID (For Members holding shares in NSDL 8 character DPID followed by 8 Digits Client ID For Members holding shares in CDSL 16 digits beneficiary ID For Members holding shares in Physical Form should enter Folio Number registered with the company and then enter the Image verification as displayed and Click on Login
v Password change menu appears Change the password with new password of your choice with minimum 8 digitscharacters or combination thereof Note new password It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential
vi Home page of e-Voting opens Click on e-Voting Active Voting Cycles
vii Select ldquoEVENrdquo of Uniworth Limited
viii Now you are ready for e-Voting as Cast Vote page opens
ix Cast your vote by selecting appropriate option and click on ldquoSubmitrdquo and also ldquoConfirmrdquo when prompted
Annual Report 2015 3
UNIWORTH
UNIWORTHLIMITED
x Upon confirmation the message ldquoVote cast successfullyrdquo will be displayed
xi Once you have voted on the resolution you will not be allowed to modify your vote
xii Institutional shareholders (ie other than individuals HUF NRI etc) are required to send scanned copy (PDFJPG Format) of the relevant Board Resolution Authority letter etc together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote to the Scrutinizer through e-mail uniworthscrutinizergmailcom with a copy marked to evotingnsdlcoin
B In case a member receives physical copy of the Notice of AGM [for members whose email IDs are not registered with the CompanyDepository Participants (s) or requesting physical copy]
a E-voting particulars as mentioned below including initial password are provided in the Attendance Slip which is an Annexure to the Notice for E-voting
EVEN (E-Voting Event Number) USER ID PASSWORD b Please follow all the steps from Sl No (ii) to (xii) above to cast vote
II Members who do not have any access to e-voting may requisite a Physical Ballot Form from the Office of the Registrars amp Share Transfer Agents of the Company Members are required to fill the Physical Ballot Form and enclose it in a Sealed Envelope and send it ldquoTo The Scrutinizer Mr Kamal Kumar Sanganeria (Unit Uniworth Limited) Co C B Management Services Private Limited P-22 Bondel Road Kolkata ndash 700 019rdquo Unsignedwrongly signed incomplete or incorrectly ticked forms shall be rejected The Scrutinizerrsquos decision on the validity of the form will be final Members are required to vote either through the electronic system or through physical ballot and not in any other mode In the event of Members casting votes through both the processes the votes in the electronic system will be considered only The Physical Ballot Form must be received by the Scrutinizer on or before September 29 2015
III In case of any queries you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the Downloads section of https wwwevotingnsdlcom or call on Toll Free No 1800222990
IV If you are already registered with NSDL for e-voting then you can use your existing user ID and password for casting your vote
V You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s)
VI The e-voting period commences on September 26 2015 (900 am) and ends on September 28 2015 (500 pm) During this period shareholdersrsquo of the Company holding shares either in physical form or in dematerialized form as on the cut-off date of September 22 2015 may cast their vote electronically The e-voting module shall be disabled by NSDL for voting thereafter Once the vote on a resolution is cast by the shareholder the shareholder shall not be allowed to change it subsequently
VII The voting rights of Shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on September 29 2015
VIII Any person who acquires shares of the company and becomes a Member of the Company after the dispatch of the AGM Notice and holds shares as on the cut off date ie September 22 2015 may obtain the login id and password by sending a request at evotingnsdlcoin However if you are already registered with NSDL for E-voting then you can use your existing User Id and password for casting your vote If you have forgotten your password you may reset your password by using ldquoforgot User DetailsPasswordrdquo option available on httpswwwevotingnsdlcom
IX Members who have cast their vote by E-voting prior to the Annual General Meeting may also attend the Meeting but shall not be entitled to vote again at the AGM
X Shri Kamal Kumar Sanganeria (Membership No FCS 2643) practicing company secretary and proprietor of K K Sanganeria amp Associates Kolkata has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner
Uniworth Limited4
UNIWORTH
UNIWORTHLIMITED
XI The Scrutinizer shall after the conclusion of voting at the general meeting will first count the votes cast at the meeting and thereafter unblock the votes cast through e-voting in the presence of at least two witnesses not in the employment of the Company and shall make not later than three days of the conclusion of the AGM a consolidated scrutinizerrsquos report of the total votes cast in favour or against if any to the Chairman or a person authorized by him in writing who shall countersign the same and declare the result of the voting forthwith
XII The Results declared along with the Scrutinizerrsquos Report shall be placed on the Companyrsquos website wwwuniworthcom and on the website of NSDL wwwevotingnsdlcom immediately after the declaration of result by the chairman or a person authorized by him in writing The results shall also be immediately communicated to the Calcutta Stock Exchange Limited and BSE Limited
g) MembersProxies should bring the Attendance Slip duly filled in for attending the Meeting
MEMBERS ARE REQUESTED TO BRING THEIR COPIES OF THE ANNUAL REPORT TO THE MEETING
ANNEXURE TO THE NOTICE
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013 IN RESPECT OF SPECIAL BUSINESS
Item No 4Mr Tara Chand Jain who was appointed as an Additional Director of the Company with effect from 31st March 2015 in terms of Section 161 of the Companies Act 2013 and Article 98 of the Article of Association of the Company vacates his office at this Annual General Meeting A notice under Section 160 of the Companies Act 2013 alongwith requisite deposit has been received by the Company from a member proposing the appointment of Mr Tara Chand Jain as a Director of the Company liable to retire by rotationThe proposed resolution is recommended for adoption None of the DirectorsKey Managerial Personnel of the Company and their relatives is concerned or interested financially or otherwise except Mr Tara Chand Jain is concerned andor interested in the aforesaid resolutionItem No 5Mr K Jhunjhunwala is a Non-Executive Independent Director of the Company He joined the Board of Directors of the Company on 31st December 2004 and continues to hold the said office since then Mr Jhunjhunwala is a Qualified Chartered Accountant having wide experience in Accounts Finance Legal and Management He is also a Director in Mercury Fund Management Company Ltd Discovery Infoways Ltd Discovery Institute of Information Technology Ltd Prudential Sugar Corporation Ltd Ami Computers (India) Ltd Sumerai Exports Pvt Ltd Ami Capital Markets Ltd W Newman amp Co Ltd Winner Vanijya Pvt Ltd Deccan Remedies LtdKejriwal Trading Co Ltd Prarambh Vidyangan Pvt Ltd Rishab Tradecomm Pvt Ltd Dynamic Dealtrade Pvt Ltd Maninag Tradelink Pvt Ltd Goldview Properties Pvt Ltd and Growmore Infrastructure Pvt LtdHe does not hold either directly or indirectly any Equity Shares of the CompanyMr Jhunjhunwala is Director whose period of office is liable to determination by retirement of directors by rotation under the erstwhile applicable provisions of the Companies Act 1956 In terms of Section 149 and other applicable provisions of the Companies Act 2013 Mr Jhunjhunwala being eligible and offering himself for appointment is proposed to be appointed as an Independent Director for a tenure of five consecutive years upto 31st March 2020 A notice has been received from a member proposing Mr Jhunjhunwala as a candidate for the office of Director of the CompanyIn the opinion of the Board Mr Jhunjhunwala fulfils the conditions specified in the Companies Act 2013 and rules made thereunder for his appointment as an Independent Director of the company and is independent of the management Copy of the draft letter for appointment of Mr Jhunjhunwala as an Independent Director would be available for inspection without any fee by the members at the Registered Office of the Company during normal business hours on any working day excluding SaturdayThe Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Mr Jhunjhunwala as an Independent Director Accordingly the Board recommends
Annual Report 2015 5
UNIWORTH
UNIWORTHLIMITED
the resolution for your approvalExcept Mr Jhunjhunwala being an appointee none of the DirectorsKey Managerial Personnel of the Company and their relatives is concerned or interested financially or otherwise in the resolution set out at item No 5 This Explanatory Statement may also be regarded as a disclosure under Clause 49 of the Listing agreement with the Stock ExchangeItem No 6Mrs Silpi Chakraborty is a Non-Executive Independent Director of the Company She joined the Board of Directors of the Company on 14th July 2014 and continues to hold the said office since then She does not hold Directorship of any other Company and Membership of Committees of the Board of any other CompanyMrs Silpi Chakraborty is senior professional having wide exposure and experience in various affairs of Secretarial Management and Administration In terms of Section 149 and other applicable provisions of the Companies Act 2013 Mrs Silpi Chakraborty being eligible and offering herself for appointment is proposed to be appointed as an Independent Director for a tenure of five consecutive years upto 31st March 2020 A notice has been received from a member proposing Mrs Silpi Chakraborty as a candidate for the office of Director of the CompanyShe also holds 700 Equity Shares of the CompanyIn the opinion of the Board Mrs Silpi Chakraborty fulfils the conditions specified in the Companies Act 2013 and rules made thereunder for her appointment as an Independent Director of the company and is independent of the management Copy of the draft letter for appointment of Mrs Silpi Chakraborty as an Independent Director would be available for inspection without any fee by the members at the Registered Office of the Company during normal business hours on any working day excluding SaturdayThe Board considers that her continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Mrs Silpi Chakraborty as an Independent Director Accordingly the Board recommends the resolution for your approvalExcept Mrs Silpi Chakraborty being an appointee none of the DirectorsKey Managerial Personnel of the Company and their relatives is concerned or interested financially or otherwise in the resolution set out at item No 6 This Explanatory Statement may also be regarded as a disclosure under Clause 49 of the Listing agreement with the Stock ExchangeParticulars relating to Directors seeking appointment re-appointment pursuant to Clause 49(VIII)(E)(1) of the Listing AgreementMr Tara Chand Jain Mr Tara Chand Jain is professional having wide exposure and experience in Accounts and Finance He was appointed as an Additional Director of the Company on 31032015 He does not hold Directorship of any other Company and Membership of Committees of the Board of any other Company He also does not hold either directly or indirectly any Equity Shares of the CompanyMr K Jhunjhunwala Mr K Jhunjhunwala is a Qualified Chartered Accountant having wide experience in Accounts Finance Legal and Management He was appointed as a Director of the Company on 31122004 and continues to hold the said office since then He is also a Director of Mercury Fund Management Company Ltd Discovery Infoways Ltd Discovery Institute of Information Technology Ltd Prudential Sugar Corporation Ltd Ami Computers (India) Ltd Sumerai Exports Pvt Ltd Ami Capital Markets Ltd W Newman amp Co Ltd Winner Vanijya Pvt Ltd Deccan Remedies Ltd Kejriwal Trading Co Ltd Prarambh Vidyangan Pvt Ltd Rishab Tradecomm Pvt Ltd Dynamic Dealtrade Pvt Ltd Maninag Tradelink Pvt Ltd Goldview Properties Pvt Ltd and Growmore Infrastructure Pvt Ltd He holds in some companies membership of committees of the Board He also does not hold either directly or indirectly any Equity Shares of the CompanyMrs Silpi Chakraborty Mrs Silpi Chakraborty is senior professional having wide exposure and experience in various affairs of Secretarial Management and also in Project Management and Administration She was appointed as a Director of the Company on 14072014 and continues to hold the said office since then She does not hold Directorship of any other Company and Membership of Committees of the Board of any other Company She also holds 700 Equity Shares of the Company
Uniworth Limited6
UNIWORTH
UNIWORTHLIMITED
GREEN INITIATIVES ndash on sending Annual Report and Accounts to the members of the Company through electronic mode
This initiative is pursuant to two Circulars bearing nos 172011 and 182011 dated 21st April 2011 and 29th April 2011 respectively issued by the Ministry of Corporate Affairs Govt of India
Under the aforesaid Circulars service of documents including Annual Reports and Accounts upon the shareholders through e-mail ndash shall be in compliance with Section 20 of the Companies Act 2013
The Shareholders (whether holding shares in physical or electronic mode) who are interested to receive soft copy of the Annual Reports and Accounts of the Company on and from the year ie 2011-12 are requested to register their respective e-mail ids at the web-page of our Registrar amp Share Transfer Agent C B Management Services (P) Ltd at wwwcbmslcomgreenphp
Mr S N ShenwaiMr S N Shenwai has long association with the Company with multi-functional experience in Textiles Industry in Accounts Projects and Commercial Functions He does not hold Directorship of any other Company and Membership of Committees of the Board of any other Company He also does not hold either directly or indirectly any Equity Shares of the Company
Registered Office By Order of the Board ldquoGREEN ACRESrdquo2 Nazar Ali Lane Flat-4AKolkata ndash 700 019 S N ShenwaiDate 12th August 2015 Executive Director
Annual Report 2015 7
UNIWORTH
UNIWORTHLIMITED
Your Directors have pleasure in presenting their 27th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March 2015
FINANCIAL HIGHLIGHTS
During the year under review performance of your company is as under
Particulars 31st March 2015 (Rs in Lacs)
31st March 2014(Rs in Lacs)
Total Income 1391658 1391288Profit(Loss) before Interest and Depreciation Before prior period adjustment 143381 132028Previous year adjustments amp Extra Ordinary Items 29040 5370Profit (Loss) before Interest and Depreciation 114341 126658Less Interest for the year 536119 536116Profit (Loss) before Depreciation (421778) (409458)Less Depreciation 42727 42824Profit (Loss) before Tax (464505) (452282)Less Provision for taxation ndash ndashProfit (Loss) after Tax for the year (464505) (452282)Add Balance Brought Forward from the Previous year (9585820) (9133538)Profit(Loss) carried to Balance Sheet (10050325) (9585820)
STATE OF COMPANYrsquoS AFFAIRS AND FUTURE OUTLOOK During the year under review total revenue remained almost at same level to Rs 13917 crores as against Rs 13913 crores in the previous year There was a cash profit to the tune of Rs 1434 crores as against Rs 1320 crores before interest and Depreciation in the previous year Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources
BUSINESS OUTLOOK Demand for textile products have been on the fall for the higher end products like wool rich products due to global recession and have been the reason for not so encouraging top line Coupled with this sporadic fiscal instability in certain global markets was a cause of concern Although the demand for the same has started showing some improving trends and hence the company is optimistic and continuing its vigorous efforts in domestic as well as in foreign market
PROCESS OF RESTRUCTURING Under the provisions of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) ARCIL had taken over possession of the secured assets of the Companyrsquos plants and appointed Indoworth India Limited as the Custodian of such assets The Companyrsquos business continued throughout the year as usual However the matter is subjudice in various suits before the Calcutta High Court and other Forums and necessary adjustments in the financial statements if required would be made upon final adjudication of proceedings The matter is subjudice and writ petition is pending before the Honrsquoble High Court Calcutta
MATERIAL CHANGE AND COMMITMENTS AFTER THE BALANCE SHEET DATEThere have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of this report
DIVIDEND In view of huge accumulated losses the Directors regret their inability to recommend any dividend for the Financial Year 2014-15
DIRECTORSrsquo REPORT TO THE MEMBERS
Uniworth Limited8
UNIWORTH
UNIWORTHLIMITED
DEPOSITS
The Company has neither invited nor accepted deposits from the public within the meaning of Section 73 of the Companies Act 2013 and the rules made there under
DIRECTORSrsquo RESPONSIBILITY STATEMENT
In compliance of Section 134 (5) of the Companies Act 2013 your Directors state as follows
a) That in the preparation of accounts applicable accounting standards have been followed and there are no material departures
b) That appropriate accounting policies have been selected and applied consistently with reasonable and prudent judgements and estimates so as to give true and fair view of the state of affairs of the Company
c) That proper and sufficient care have been taken for the maintenance of adequate accounting records for safeguarding assets and for preventing fraud and other irregularities
d) That the Annual Accounts have been prepared on a going concern basis
e) That internal financial controls had been laid down and are adequate and operating effectively
f) That proper systems had been devised to ensure compliance with the provision of all applicable laws and such systems are adequate and operating effectively
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr S N Shenwai (DIN 01716415) retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment
Since the last Annual General Meeting Mr Tara Chand Jain (DIN 07144151) has been appointed as Additional Director of the Company wef 31032015 Appropriate Resolution seeking your approval for his appointment is appearing in the Notice convening the Annual General Meeting
DECLARATION FROM INDEPENDENT DIRECTOR
The Independent Directors has submitted their Disclosures to the Board that they fulfill all the requirements as stipulated under section 149 (6) of the Companies Act 2013 so as to qualify themselves to be appointed as Independent Directors
PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186
Details of Loans Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013 forms part of the Financial Statements
TRANSACTION WITH RELATED PARTY
Related party transactions that were entered during the financial year were on armrsquos length basis and in the ordinary course of business There were no materially significant related party transactions which were in conflict of the Company
AMOUNTS TRANSFERRED TO RESERVES
In view of huge accumulated losses the Directors regret their inability to recommend any amount to be transferred to reserves for the Financial Year 2014-15
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The details pertaining to conservation of energy technology absorption foreign exchange earnings and outgo are provided as Annexure I which forms part of this report
RISK MANAGEMENT
A comprehensive risk management policy for the purpose of management policy in the Company for periodical review by the Board of Directors is in place In addition Risk Management issues are generally discussed in the Audit Committee
Annual Report 2015 9
UNIWORTH
UNIWORTHLIMITED
CORPORATE SOCIAL RESPONSIBILITIES
The provisions of Section 135 of the Act in connection with Corporate Social Responsibility are not applicable to the Company since the Company falls below the threshold limits
BOARD EVALUATION
The board of directors has carried out an annual evaluation of its own performance Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (ldquoSEBIrdquo) under Clause 49 of the Listing Agreements (ldquoClause 49rdquo)
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure effectiveness of board processes information and functioning etc
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees effectiveness of committee meetings etc
The Board and the Nomination and Remuneration Committee (ldquoNRCrdquo) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in meetings etc In addition the Chairman was also evaluated on the key aspects of his role
In a separate meeting of independent Directors performance of non-independent directors performance of the board as a whole and elected Chairman of the each meeting was evaluated taking into account the views of executive directors and non-executive directors The same was discussed in the board meeting that followed the meeting of the independent Directors at which the performance of the Board its committees and individual directors was also discussed
CORPORATE GOVERNANCE
As a Listed Company necessary measures are taken to comply with Clause 49 and all other applicable provisions of Listing Agreements with the Stock Exchanges and other Company Law requirements A report on Corporate Governance along with a certificate from the Auditors is annexed hereto and forms part of this Report
NUMBER OF BOARD MEETINGS
During the Financial Year 2014-15 the Board of Directors of the company met six times details of the meetings has been given in the Corporate Governance Report which forms part of this report
AUDIT COMMITTEE
The Details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms part of this report
NOMINATION amp REMUNERATION COMMITTEE
The Details pertaining to composition of Nomination amp Remuneration Committee are included in the Corporate Governance Report which forms part of this report
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Details pertaining to composition of Stakeholders Relationship Committee are included in the Corporate Governance Report which forms part of this report
AUDITORSrsquo REPORT
The observations of the Auditorsrsquo Report have been dealt with in the Notes to Financial Statement and being self-explanatory do not call for any further clarifications
AUDITORS
Ms S S Kothari amp Co Chartered Accountants Auditors of the Company are retiring at the ensuing Annual General Meeting and are eligible for re-appointment
Uniworth Limited10
UNIWORTH
UNIWORTHLIMITED
COST AUDITOR
Your Company had appointed Ms Sanat Joshi amp Associates Cost Accountants as Cost Auditors with the approval of the Central Government for audit of cost records maintained by the Company for the financial year 2015-2016 SECRETARIAL AUDITOR In terms of Section 204 of the Companies Act 2013 the Board of Directors at their meeting held on 29th May 2015 have appointed Ms K K Sanganeria amp Associates Practicing Company Secretaries as Secretarial Auditor for conducting Secretarial Audit of the Company for the Financial Year 2015-16 Report of the Secretarial Auditor for the financial year ended 31032015 is given as an Annexure II which forms part of this reportBOARDS VIEW During the year under Review the Company continued to be under BIFR as a Sick Industrial Undertaking The matter is subjudice before the Court of Law As regards appointment of full time Company Secretary the company is on the lookout for suitable candidates and the compliance of the requirement shall be met shortly The Company has disputed the repayment of due The loss and damages caused to the borrower by the lender is much more than the amount lent Hence figures of the borrowed amount shown in the balance sheet after due adjustments with the said loss and damages may result in entitlement to recover substantial amount from the lender Under these facts and circumstances the figures of borrowed amount in this balance sheet cannot be considered as admission if any of the claim of lender(s)EXTRACT OF ANNUAL RETURN As provided under Section 92 (3) of the Companies Act 2013 the extract of Annual Return is given in Annexure III in the prescribed form MGT-9 which forms part of this reportPOLICY ON PREVENTION OF SEXUAL HARASSMENTThe company is committed to provide a safe and conducive work environment to its employee and has formulated ldquoPolicy for Prevention of Sexual Harassmentrdquo During the financial year ended 31st March 2015 the Company has not received any complaints pertaining to Sexual HarassmentINDUSTRIAL RELATIONS Industrial Relations continued to remain cordial throughout the year Your Directors wish to place on record their appreciation for dedicated and sincere services rendered by the executives staff and workmen at all levelsACKNOWLEDGEMENT Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government Financial Institutions Banks Shareholders and others during the year under review
On Behalf of the Board
Place Kolkata S N Shenwai T C Jain Date 29th May 2015 Executive Director Director
ANNEXURE - I TO THE DIRECTORS REPORT Particulars of Energy Conservation Technology Absorption and Foreign Exchange Earnings amp Outgo required under the Companies (Accounts) Rules 2014
A ENERGY CONSERVATION
As the cost per unit of Electricity Furnace Oil amp Coal is regularly increasing it is our consistent endeavor to bring saving in energy consumption Periodic energy audits are conducted to improve energy performance and in line of that we have taken following steps to ensure conservation of the energy
1) Changing of energy efficient LED Lights in place of Fluorescent Lights
2) Installation of Inverters in Ring Frame Machinery which ensures energy saving
3) Modification of compressor pipe line for energy conservation
Annual Report 2015 11
UNIWORTH
UNIWORTHLIMITED
B TECHNOLOGY ABSORPTION
TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION 1 Efforts in brief made towards technology
absorption adaptation and innovation The Company always keep close contact with
IWS CSIR and other Internationals Indian Research Institutes like Inter Wool Lab Silk Board etc Various technical experts give their view and suggestion for improving technology Technical Staff of the Company are sent abroad for training in new technology
2 Benefit derived as a result of the above efforts eg products improvement cost reduction product development import substitution etc
Benefits derived are -
Better capacity utilization in machine with improved quality
Improvement in productivity per spindle and reduction in cost
By optimizing relative temperature and relative humidity the company has saved considerable amount By using the latest technology based energy efficient fuses chokes tube light ballasts and power cables etc the Company has achieved a significant savings on electricity consumption
3 In case of imported technology (Imported during last 5 years reckoned from the beginning of the financial year) following information may be furnisheda) Technology imported Not Applicableb) Year of Import Not Applicablec) Status of Implementation Not Applicable
RESEARCH amp DEVELOPMENT (R amp D) 1 Specified areas in which R amp D
Carried out by the Company Continuous improvement in Quality Standards
to match the International Markets
Due to in house Research and Development Activities following products were developed and launched during the year
i) Wool Wool blended with Polyester yarn
ii) Siro and Siro lycra yarn in Wool and Polywool
iii) PolyesterViscose amp polyster Acrylic yarn
iv) Blending of Silk with Wool Nylon and Viscose
Continuous technological and market innovation to match the changed requirements of the markets
Incorporated dyeing automation for better receipe management amp consistency in shades
Uniworth Limited12
UNIWORTH
UNIWORTHLIMITED
Research amp Development lab and pilot plant in Dyeing Department started developing all kinds of shades
2 Benefit derived as a result of the above R amp D Implemented ISO-9001-2008 ndash new quality management system duly certified by BIS during the year
3 Future plan of action Strengthening the research on quality improvement
To achieve total quality management cost reduction
4 Expenditure on R amp Da) Capital NILb) Recurring Expenses incurred are charged to respective
heads and are not allocated separately
FOREIGN EXCHANGE EARNINGS AND OUTGO (` in Lacs)
2014-2015 2013-2014a) Foreign Exchange Earnings 125682 77602b) Foreign Exchange Outgo
i) CIF Value of ImportsRaw Material 1159 130998Capital Goods ndash ndashComponents amp Spare Parts 16916 20704
ii) Others 32234 9516
Annual Report 2015 13
UNIWORTH
UNIWORTHLIMITED
ANNEXURE - II
SECRETARIAL AUDIT REPORT
FORM NO MR-3
FOR THE FINANCIAL YEAR ENDED MARCH 31 2015[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No 9 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014]
ToThe MembersUniworth Limited
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Uniworth Limited (hereinafter called the Company) Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereon Based on my verification of Uniworth Limitedrsquos books papers minute books forms and returns filed and other records maintained by the Company and also the information provided by the Company its officers agents and authorized representatives during the conduct of secretarial audit I hereby report that in my opinion the Company has during the audit period covering the financial year ended March 31 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent in the manner and subject to the reporting made hereinafter
I have examined the books papers minute books forms and returns filed and other records maintained by the Company for the financial year ended on March 31 2015 according to the provisions of
(1) The Companies Act 2013 (the Act) and the rules made there under
(2) The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules made thereunder
(3) The Depositories Act 1996 and the Regulations and bye-laws framed thereunder
(4) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and External Commercial Borrowings
(5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (lsquoSEBI Actrsquo)-
a The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2013
b The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 1992
c The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(6) Employees Provident Fund and Miscellaneous Provisions Act 1952
(7) Employees State Insurance Act 1948
(8) Environment Protection Act 1986 and other environmental laws
(9) Factories Act 1948
(10) Hazardous Wastes (Management and Handling) Rules 1989 and Amendment Rule 2003
(11) Indian Contract Act 1872
(12) Income Tax Act 1961 and Indirect Tax Laws
(13) Indian Stamp Act 1999
Uniworth Limited14
UNIWORTH
UNIWORTHLIMITED
(14) Industrial Dispute Act 1947
(15) Maternity Benefits Act 1961
(16) Minimum Wages Act 1948
(17) Payment of Bonus Act 1965
(18) Payment of Gratuity Act 1972
(19) Payment of Wages Act 1936 and other applicable labour laws
I have also examined compliance with the applicable clauses of the following
(i) Secretarial Standards issued by The Institute of Company Secretaries of India
(ii) The Listing Agreements entered into by the Company with BSE Limited and the Calcutta Stock Exchange Limited
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above
I report that Company has no full time Company Secretary as required by the Companies Act 2013
I further report that during the year under Review the Company continued to be under BIFR as a Sick Industrial Undertaking The matter is subjudice before the Court of Law
I further report that Redemption of Debentures is under default
I further report that this report also refer the Statutory Auditors Report dated 29th May 2015 specially the basis for their qualified opinion as mentioned therein
I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non Executive Directors and Independent Directors
The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act
Adequate notice is given to all Directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting
Majority decision is carried through while the dissenting membersrsquo views are captured and recorded as part of the minutes
I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws rules regulations and guidelines
I further report that during the audit period there were no instances of
(i) Public Rights Preferential issue of shares debentures sweat equity
(ii) Redemption buy-back of securities
(iii) Major decisions taken by the Members in pursuance to Section 180 of the Companies Act 2013
(iv) Merger amalgamation reconstruction etc
(v) Foreign technical collaborations
This Report is to be read with our letter which is annexed as Annexure A and Forms an Integral part of this report
Kamal Kumar Sanganeria K K Sanganeria amp AssociatesPlace Kolkata FCS No 2643Date 27052015 CP No 3880
Annual Report 2015 15
UNIWORTH
UNIWORTHLIMITED
ANNEXURE - II SECRETARIAL AUDIT REPORT (Contd)
lsquoAnnexure Arsquo(To the Secretarial Audit Report of Ms Uniworth Limited for the financial year ended 31032015)
ToThe MembersUniworth LimitedGreen Acres 2 Nazar Ali LaneFlat- 4A Kolkata ndash 700 019
Our Secretarial Audit Report for the financial year ended 31032015 of even date is to be read along with this letter
1 Maintenance of secretarial record is the responsibility of the management of the Company Our responsibility is to express an opinion on these secretarial records based on our audit
2 We have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records The verification was done on test basis to ensure that correct facts are reflected in secretarial records We believe that the processes and practices we followed provide a reasonable basis for our opinion
3 We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company
4 Where ever required we have obtained the Management representation about the compliance of laws rules and regulation and happening of events etc
5 The compliance of the provisions of Corporate and other applicable laws rules regulations standards is the responsibility of management Our examination was limited to the verification of procedure on test basis
6 The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company
Kamal Kumar Sanganeria K K Sanganeria amp AssociatesPlace Kolkata FCS No 2643Date 27052015 CP No 3880
Uniworth Limited16
UNIWORTH
UNIWORTHLIMITED
ANNEXURE III
FORM NO MGT ndash 9EXTRACT OF ANNUAL RETURN
as on the financial year ended 31032015
[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014]
I REGISTRATION AND OTHER DETAILS
CIN L17299WB1988PLC044984
Registration Date 11th August 1988
Name of the Company Uniworth Limited
Category SubndashCategory of the Company Company having Share Capital
Address of the Registered office and contact details Green Acres 2 Nazar Ali Lane Flat ndash4 A Kolkata ndash 700 019
Whether listed company Yes
Name Address and Contact details of Registrar and Transfer Agent if any
C B Management Services (P) Ltd Pndash22 Bondel Road Kolkatandash 700 019 Tel No (033) 4011ndash6700671167186723
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the company shall be stated
Name and Description of main products services
NIC Code of the Productservice
to total turnover of the company
Worsted Yarn 13113 56
Silk Yarn 13112 44
III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
Sl No
Name and address of the Company
CINGLN Holding SubsidiaryAssociate
of share held
Applicable Section
None
Annual Report 2015 17
UNIWORTH
UNIWORTHLIMITED
IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Categoryndashwise Share Holding
Category of Shareholders
No of Shares heldat the beginning of the year
No of Shares held at the end of the year
Change during
the yearDemat Physical Total of Total
Shares
Demat Physical Total of Total
Shares
A Promoters(1) Indian(a) Individual HUF 3743343 595518 4338861 1277 3743343 595518 4338861 1277 ndash(b) Central Govt or State Govt
ndash ndash ndash ndash ndash ndash ndash ndash ndash
(c) Bodies Corporate 365854 1401825 1767679 520 365854 1401825 1767679 520 ndash(d) BankFI ndash ndash ndash ndash ndash ndash ndash ndash ndash(e) Any other ndash ndash ndash ndash ndash ndash ndash ndash ndashSUB TOTAL (A)(1) 4109197 1997343 6106540 1797 4109197 1997343 6106540 1797 ndash(2) Foreigna) Individuals (Non- Residents Individuals Foreign Individuals)
ndash ndash ndash ndash ndash ndash ndash ndash ndash
b) Bodies Corp ndash 6924975 6924975 2038 ndash 6924975 6924975 2038 ndashc) Institutions ndash ndash ndash ndash ndash ndash ndash ndash ndashd) Qualified Foreign Investor
ndash ndash ndash ndash ndash ndash ndash ndash ndash
e) Any Others (Specify) ndash ndash ndash ndash ndash ndash ndash ndash ndashSubndashtotal (A)(2) ndash 6924975 6924975 2038 ndash 6924975 6924975 2038 ndashTotal shareholding of Promoter (A) = (A)(1)+(A)(2)
4109197 8922318 13031515 3834 4109197 8922318 13031515 3834 ndash
B Public Shareholding1 Institutionsa) Mutual Funds 4393 18837 23230 007 4393 18837 23230 007 ndashb) Banks FI 5910 22122 28032 008 5910 22122 28032 008 ndashc) Central Govt State Govt(s)
- 750000 750000 221 - 750000 750000 221 ndash
d) Venture Capital Funds - - - - - - - - ndashe) Insurance Companies 52003 150 52153 015 52003 150 52153 015 ndashf) Foreign Institutional Investors
- 4300 4300 001 - 4300 4300 001 ndash
g) Foreign Venture Capital Funds
- - - - - - - - ndash
h) Others (specify) - - - - - - - - ndash
Subndashtotal (B)(1) 62306 795409 857715 252 62306 795409 857715 252 ndash
Uniworth Limited18
UNIWORTH
UNIWORTHLIMITED
Category of Shareholders
No of Shares heldat the beginning of the year
No of Shares held at the end of the year
Change during
the yearDemat Physical Total of Total
Shares
Demat Physical Total of Total
Shares
2 NonndashInstitutionsa) Bodies Corp 613433 183426 796859 234 636728 179326 816054 240 006
b) Individuals
i) Individual shareholders holding nominal share capital upto ` 1 lakh
5599497 12145144 17744641 5221 5492191 12106631 17598822 5178 (043)
ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh
1249696 198195 1447891 426 1375936 198195 1574131 463 037
c) Any Others (specify)
i) NRI-Rep 18337 73775 92112 027 16987 73775 90762 027 000
ii) NRI-Non Rep 8676 ndash 8676 003 10642 ndash 10642 003 000
d) Trust 193 ndash 193 000 193 ndash 193 000
e) Clearing Member 6641 ndash 6641 002 6409 ndash 6409 002 000
Subndashtotal (B)(2) 7496473 12600540 20097013 5913 7539086 12557927 20097013 5913 ndashTotal Public Shareholding (B)=(B)(1) + (B)(2)
7558779 13395949 20954728 6166 7601392 13353336 20954728 6166 ndash
C Shares held by Custodian for GDRs amp ADRs
ndash ndash ndash ndash ndash ndash ndash ndash ndash
Grand Total (A+B+C) 11667976 22318267 33986243 10000 11710589 22275654 33986243 10000 ndash
Annual Report 2015 19
UNIWORTH
UNIWORTHLIMITED
(ii) Shareholding of Promoters
Shareholderrsquos Name Shareholding at the beginning of the year
Share holding at the end of the year
change in share holding
during the year
No of Shares
of total Shares of the
Company
of Shares Pledged encum-bered
No of shares
of total Shares of the
Company
of Shares Pledgedencum-bered
RBProperties Private Limited 365854 108 ndash 365854 108 ndash ndash
Uniworth Securities Limited 1400 000 ndash 1400 000 ndash ndash
Uniworth Textiles Limited 1260250 371 ndash 1260250 371 ndash ndash
Uniworth Services Private Limited
140175 041 ndash 140175 041 ndash ndash
Aviante International Limited 6924975 2038 ndash 6924975 2038 ndash ndash
Aman Lohia 1151025 339 ndash 1151025 339 ndash ndash
Meena Lohia 1374250 404 ndash 1374250 404 ndash ndash
Megha Lohia 1218068 358 ndash 1218068 358 ndash ndash
Meena Lohia 595518 175 ndash 595518 175 ndash ndash
Total 13031515 3834 ndash 13031515 3834 ndash ndash
(iii) Change in Promoters Shareholding (Please specify if there is no change)
Shareholderrsquos Name Shareholding at the beginning of the
year
Date wise increase (decrease) in shareholding during the year
Cumulative Shareholding at the end of the year
No of Shares
of total Shares of the
Company
Date No of Shares
Nature No of shares
of total Shares of the
CompanyRBProperties Private Limited
365854 108 NIL NIL NIL 365854 108
Uniworth Securities Limited
1400 000 NIL NIL NIL 1400 000
Uniworth Textiles Limited 1260250 371 NIL NIL NIL 1260250 371Uniworth Services Private Limited
140175 041 NIL NIL NIL 140175 041
Aviante International Limited
6924975 2038 NIL NIL NIL 6924975 2038
Aman Lohia 1151025 339 NIL NIL NIL 1151025 339
Meena Lohia 1374250 404 NIL NIL NIL 1374250 404
Megha Lohia 1218068 358 NIL NIL NIL 1218068 358
Meena Lohia 595518 175 NIL NIL NIL 595518 175
Uniworth Limited20
UNIWORTH
UNIWORTHLIMITED
(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters and Holders of GDRs and ADRs)
Shareholderrsquos Name Shareholding at the beginning of the
year
Date wise increase (decrease) in shareholding during the year
Cumulative Shareholding at the end of the year
No of Shares
of total Shares of the
Company
Date No of Shares
Nature No of shares
of total Shares of the
CompanyMadhya Pradesh State Industrial Development Corporation Limited
750000 221 Nil Nil Nil 750000 221
Saurav Gupta201163 059 25042014 5408 TransferBuy 206571 061
18092014 2100 TransferBuy 208671 061Sanjeev Sureka 63952 019 Nil Nil Nil 63952 019
Asha Sanjay Tibdewal 57555 017
18042014 1375 TransferBuy 58930 017
10102014 1 TransferBuy 58931 017
24102014 (1023) TransferSell 57908 017
31102014 (10) TransferSell 57898 017
United India Insurance Company Limited
52003 015 Nil Nil Nil 52003 015
Lata Bhanshali 49210 014 Nil Nil Nil 49210 014
Sanjay Nandlal Tibdewal 49145 014 30092014 25043 TransferBuy 74188 022
24102014 (1500) TransferSell 72688 021
31102014 (500) TransferSell 72188 021
Alom Extrusions Limited 48100 014 Nil Nil Nil 48100 014
Niket Jhunjhunwala 45540 013 Nil Nil Nil 45540 013
Riyajuddin Khan 40032 012
25042014 (13) TransferSell 40019 012
02052014 (30017) TransferSell 10002 003
16052014 (9992) TransferSell 10 000
30052014 (10) TransferSell 0 000
Annual Report 2015 21
UNIWORTH
UNIWORTHLIMITED
(v) Shareholding of Directors and Key Managerial Personnel
Shareholderrsquos Name Shareholding at the beginning of the year
Date wise increase (decrease) in shareholding during the year
Cumulative Shareholding at the end of the year
No of Shares
of total Shares of the
Company
Date No of Shares
Nature No of shares
of total Shares of the
CompanySilpi Chakraborty 700 000 NIL NIL NIL 700 000
Sanjeev Saxena 600 000 NIL NIL NIL 600 000
V INDEBTEDNESS Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Loans excluding deposits
Unsecured Loans
Deposits Total Indebtedness
Indebtedness at the beginning of the financial yeari) Principal Amount 4936931 917455 1355 5855741ii) Interest due but not paid 6670403 -- -- 6670403iii) Interest accrued but not due -- -- -- --Total (i+ii+iii) 11607334 917455 1355 12526144Change in Indebtedness during the financial yearbull Addition 576543 -- -- 576543bull Reduction (2) -- (20) (22)Net Change 576541 -- (20) 576521Net Change Indebtedness at the end of the financial yeari) Principal Amount 4977356 917455 1335 5896146ii) Interest due but not paid 7206519 -- -- 7206519iii) Interest accrued but not due -- -- -- --Total (i+ii+iii) 12183875 917455 1335 13102665
Uniworth Limited22
UNIWORTH
UNIWORTHLIMITED
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A Remuneration to Managing Director Wholendashtime Directors andor Manager
Sl No Particulars of Remuneration Name of the Whole-time Directors
Total Amount (In Lacs)
S C Kalra S N Shenwai1 Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act 1961
098 809 907
(b) Value of perquisites us 17(2) Income Tax Act 1961 303 064 367
(c ) Profit in lieu of salary under Section 17(3) Income Tax Act 1961
- - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -
- As of profit - - -
- Others specify - - -
5 Others please specify - - -
Total (A) 401 873 1274
Ceiling as per the Act 4200
B Remuneration to other Directors
Sl No Particulars of Remuneration Name of the Directors Total Amount
(Rs)S C
MajumderK
JhunjhunwalaSilpi
ChakrabortyT C Jain Sanjeev
Saxena1 Independent Directors
bull Fee for attending board committee meetings
- 16000 14000 - - 30000
bull Commission - - - - - -
bull Others please specify - - - - - -
Total (1) - 16000 14000 - - 30000
2 Other Non-Executive Directorsbull Fee for attending board committee
meetings 4000 - - - - 4000
bull Commission - - - - - -
bull Others please specify - - - - - -
Total (2) 4000 - - - - 4000
Total (B)=(1+2) 4000 16000 14000 - - 34000
Total Managerial Remuneration 1308000
Overall Ceiling as per the Act All Non-ExecutiveIndependent Directors have been paid only sitting fees for attending Board meeting and
Committee meetingswhich is well within the limits prescribed under the Companies Act 2013
Annual Report 2015 23
UNIWORTH
UNIWORTHLIMITED
C Remuneration to Key Managerial Personnel other than MDManagerWT
Sl No
Particulars of Remuneration Name of the KMP Total Amount
(In Lacs)A K Ladia (CFO) Company Secretary
1 Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act 1961
330 ndash 330
(b) Value of perquisites us 17(2) Income Tax Act 1961
018 ndash 018
(c ) Profit in lieu of salary under Section 17(3) Income Tax Act 1961
ndash ndash ndash
2 Stock Option ndash ndash ndash
3 Sweat Equity ndash ndash ndash
4 Commission ndash ndash ndash
- As of profit ndash ndash ndash
- Others specify ndash ndash ndash
5 Others please specify ndash ndash ndash
Total 348 ndash 348
VII PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES
Type Section of the
Companies Act
Brief Description
Details of Penalty Punishment
Compounding fees imposed
Authority [RD NCLT
COURT]
Appeal made if any (give Details)
A COMPANYPenalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
B DIRECTORSPenalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
C OTHER OFFICERS IN DEFAULTPenalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
Uniworth Limited24
UNIWORTH
UNIWORTHLIMITED
INDUSTRY STRUCTURE amp DEVELOPMENT
Indian Textiles Industry is one of the leading textile industries in the world Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources The fast growing retail apparel industry in the organized sector with multiple and strong Brands in every sphere of fabric and clothing have further increased the importance and demand for textiles products and quality yarns in particular
OPPORTUNITIES AND THREATS
After global economic revival picks up the pace the demand for quality products is expected to bounce back in the coming years News of Chinarsquos internal demand of yarns surpassing its own production capacities is also quite encouraging and is an enormous growth potential by itself for producers in India and other countries as well However the rising cost of raw materials is a matter of concern together with the growing competition from other developing countries
SEGMENT WISE PERFORMANCE
The Companyrsquos business activities fall within a single primary segment of Textile Yarns viz WoolWorstedSilkSilk SpunNoil Yarns etc
FINANCIAL PERFORMANCE
Turnover of the Company during the year was Rs1391658 Lacs as against Rs1391288 Lacs in the previous year The Turnover remained almost at same level of previous year Profit before Interest Depreciation and Taxes was Rs114341 Lacs as against Rs126658 in the previous year
OPERATIONS MANAGEMENT DISCUSSION AND ANALYSIS
During the year under review total revenue remained almost at same level to Rs 13917 crores as against Rs 13913 crores in the previous year There was a cash profit to the tune of Rs 1434 crores as against Rs 1320 crores before interest and Depreciation in the previous year Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources
BUSINESS OUTLOOK
Demand for textile products have been on the fall for the higher end products like wool rich products due to global recession and have been the reason for not so encouraging top line Coupled with this sporadic fiscal instability in certain global markets was a cause of concern Although the demand for the same has started showing some improving trends and hence the company is optimistic and continuing its vigorous efforts in domestic as well as in foreign market
RISK amp CONCERNS
The primary risk for the Company is with the volatile Export markets and the uncertainty prevailing in the Global Economy Having to compete with low cost producers from countries like China and Korea is always a concern There are no significant current borrowings and thus the company seems isolated from financial risks and concerns especially in the face of increasing interest rates and cost of Capital
INTERNAL CONTROL SYSTEM
The Company has adequate system of internal controls to ensure that all assets are safeguarded and protected against loss and that all transactions are authorized recorded and reported correctly The systems are designed to support the reliability of the financial and other records for preparing financial statements and other data The Statutory Auditors also discuss their comments and findings with the management as well as with the audit committee
MANAGEMENT DISCUSSION amp ANALYSIS REPORT
Annual Report 2015 25
UNIWORTH
UNIWORTHLIMITED
The Company has also regularly placed before the Board Internal Audit Reports Financial Results with Provisional Balance Sheets Performance Review Report of various Units together with Executive Summary Current Workings and all Current matters of commercial importance and various other information as generally required under the various Stock Exchange Listing Agreements
HUMAN RESOURCES
The Company continues to recognize the importance of good human relations in the smooth working of the organization Up gradation of the skills of the employees is pursued by the Company through regular on-the-job training sessions
CAUTIONARY STATEMENT
The facts and views mentioned in this report on Management Discussion and Analysis describing the Companyrsquos views about the industry or otherwise and the forecasts made are entirely based on opinion formed by the Management of the Company and actual position or results may differ from those implied therein Important factors that could make a difference include economic developments within India and outside and also the economic performance of other countries with which the Company conducts business as well as availability of raw materials and prices and other incidental factors
For and on behalf of the Board of Directors
Place Kolkata S N Shenwai T C JainDate 29052015 Executive Director Director
Uniworth Limited26
UNIWORTH
UNIWORTHLIMITED
1 Companyrsquos Philosophy on Code of Corporate Governance
The Company believes that Corporate Governance is the combination of voluntary practices and compliance with the laws and regulations of the Companies leading to effective control and management of the Company Good Corporate Governance leads to long term shareholders value and enhances the interest of other stakeholders including the employees and all others connected with the Organization
The Company confirm the practice of good Corporate Governance codes by the company in true spirit and are pleased to present below the Report on Corporate Governance
2 Board of Directors
i As on March 31 2015 the Company has five directors Out of the five Directors four (ie 8000) are non-executive directors including two Independent Directors and one Nominee Director The composition of the board is in conformity with Clause 49 of the Listing Agreements entered into with the stock exchanges
ii None of the directors on the board hold directorships in more than ten public companies Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a director Necessary disclosures regarding committee positions in other public companies as on March 31 2015 have been made by the directors None of the directors are related to each other
iii Independent directors are Non-Executive Directors as defined under Clause 49(ll)(B)(1) of the Listing Agreements entered into with the Stock Exchanges The maximum tenure of the independent directors is in compliance with the Companies Act 2013 (ldquoActrdquo) All the Independent Directors have confirmed that they meet the criteria as mentioned under clause 49 of the Listing Agreement and Section 149 of the Act
iv The names and categories of the Directors on the Board their attendance at Board meetings held during the year and the number of directorships and committee chairmanships memberships held by them in other public companies as on March 31 2015 are given herein below Other directorships do not include directorships of private limited companies Section 8 companies and of companies incorporated outside India Chairmanships memberships of board committees shall include only audit committee and stakeholdersrsquo relationship committee
Name of Directors Category Number of Board Meetings during the year 2014-15
Whether attended last AGM held on
Sept 26 2014
Number of directorships
in other Public Companies
Number of Committee
positions held in other public
companies
Held Attended Chairman Member Chairman Member
Mr K Jhunjhunwala Independent Non-Executive
6 5 Yes ndash 9 ndash 3
Mr A G Bhatnagar Non Independent
Non-Executive
1 ndash No ndash ndash ndash ndash
Mr S C Kalra Non Independent
ExecutiveDirector
1 1 No ndash ndash ndash ndash
REPORT ON CORPORATE GOVERNANCE(Pursuant to Clause 49 of the Listing Agreement)
Annual Report 2015 27
UNIWORTH
UNIWORTHLIMITED
Name of Directors Category Number of Board Meetings during the year 2014-15
Whether attended last AGM held on
Sept 26 2014
Number of directorships
in other Public Companies
Number of Committee
positions held in other public
companies
Held Attended Chairman Member Chairman Member
Mr S N Shenwai Non Independent
Executive Director
6 2 No ndash ndash ndash ndash
Mr S C Majumder Non Independent
Non-Executive
2 1 Yes (By Invitation)
ndash ndash ndash ndash
Mrs Silpi Chakraborty
Independent Non-Executive
4 4 Yes ndash ndash ndash ndash
Mr Tara Chand Jain
Non Independent
Non-Executive
1 ndash NA ndash ndash ndash ndash
Mr Sanjeev Saxena Non-Executive amp Nominee of MPSIDC Ltd
6 ndash No ndash ndash ndash ndash
Mr A G Bhatnagar has resigned as Director of the Company wef 29th May 2014 and Mr S C Kalra has resigned as Executive Director of the Company wef 29th May 2014 Appointed as an Additional Director and subsequently designated as Executive Director wef 29th May 2014 Resigned as Director of the Company wef 14th July 2014 Appointed as an Additional Director wef 14th July 2014 Appointed as an Additional Director wef 31st March 2015
v Six board meetings were held during the year and the gap between two meetings did not exceed one hundred twenty days The dates on which the said meetings were held
29052014 14072014 12082014 12112014 11022015 and 31032015 The necessary quorum was present for all the meetings
vi During the year a separate meeting of the independent directors was held inter-alia to review the performance of non-independent directors and the board as a whole
vii The Board periodically reviews compliance reports of all laws applicable to the Company prepared by the Company
viii The Company regularly placed before the Board Internal Audit Reports Financial Results with Provisional Balance Sheets Performance Review Report of various Units together with Executive Summary Current Workings and all Current matters of commercial importance and various other information as under Clause 49 of the Listing Agreement from time to time
ix The Companies Act 2013 requires that a Woman Director should be a member of the Board of director Hence Mrs Silpi Chakraborty was appointed on 14th July 2014 as member of the Board as Woman Independent Director her appointment was duly confirmed by means of E-voting in last AGM of the company held on 26092014
22 Code of Conduct The Board of Directors plays an important role in ensuring good governance The Code of Conduct formulated
Uniworth Limited28
UNIWORTH
UNIWORTHLIMITED
by the Company during the year which the DirectorsSenior Executive have been advised to follow envisages inter alia the following-
To observe the highest standards of ethical conduct and integrity and to work to the best of their ability and judgement
To maintain and help the Company in maintaining highest degree of Corporate Governance practices
To act in utmost good faith and exercise due care diligence and integrity in performing their official duties
Not to seek accept or receive directly or indirectly any gift payments or favour in whatsoever form from Companyrsquos Business Associates which can be perceived as being given to gain favour or dealing with the Company and to ensure that the Companyrsquos interests are never compromised
To maintain confidentiality of information entrusted by the Company or acquired during performance of their duties and not to use it for personal gain or advantage
Not to commit any offences involving moral turpitude or any act contrary to law or opposed to the public policy
3 Audit Committee i) The audit committee of the Company is constituted in line with the provisions of Clause 49 of the Listing
Agreements entered into with the stock exchanges read with Section 177 of the Act
ii) The terms of reference of the Audit Committee are broadly as under -
a) Oversight of the Companyrsquos financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct sufficient and credible
b) Recommend the appointment remuneration and terms of appointment of auditors of the Company
c) Approval of payment to statutory auditors for any other services rendered by the statutory auditors
d) Reviewing with the management the annual financial statements and auditorsrsquo report thereon before submission to the board for approval with particular reference to
bull Matters required to be included in the directorrsquos responsibility statement to be included in the boardrsquos report in terms of clause (c) of sub-section 3 of section 134 of the Act
bull Changes if any in accounting policies and practices and reasons for the same
bull Major accounting entries involving estimates based on the exercise of judgment by management
bull Significant adjustments made in the financial statements arising out of audit findings
bull Compliance with listing and other legal requirements relating to financial statements
bull Disclosure of any related party transactions
bull Qualifications in the draft audit report
e) Reviewing with the management the quarterly financial statements before submission to the board for approval
f) Reviewing with the management the statement of uses application of funds raised through an issue (public issue rights issue preferential issue etc) the statement of funds utilised for purposes other than those stated in the offer document prospectus notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue and making appropriate recommendations to the board to take up steps in this matter
g) Review and monitor the auditorsrsquo independence and performance and effectiveness of audit process
h) Approval or any subsequent modification of transactions of the Company with related parties
i) Scrutiny of inter-corporate loans and investments
Annual Report 2015 29
UNIWORTH
UNIWORTHLIMITED
j) Valuation of undertakings or assets of the Company wherever it is necessary
k) Evaluation of internal financial controls and risk management systems
l) Reviewing with the management performance of statutory and internal auditors adequacy of the internal control systems
m) Reviewing the adequacy of internal audit function if any including the structure of the internal audit department staffing and seniority of the official heading the department reporting structure coverage and frequency of internal audit
n) Discussion with internal auditors of any significant findings and follow up there on
o) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board
p) Discussion with statutory auditors before the audit commences about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern
q) To look into the reasons for substantial defaults in the payment to the depositors debenture holders shareholders (in case of non-payment of declared dividends) and creditors
r) Establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed
s) To review the functioning of whistle blower mechanism
t) Approval of appointment of CFO
u) The Committee reviews the efficacy of the internal control mechanism and monitors the risk management policies adopted by the Company The Committee also reviews the report furnished by the internal and Statutory Auditors and ensures that suitable follow up actions are taken Besides the Committee also examines accounting taxation and disclosure aspects of all significant transactions
v) Carrying out any other function as is mentioned in the terms of reference of the audit committee
w) To mandatorily review the following information
bull Management discussion and analysis of financial condition and results of operations
bull Statement of significant related party transactions (as defined by the audit committee)submitted by management
bull Management letters letters of internal control weaknesses issued by the statutory auditors
bull Internal audit reports relating to internal control weaknesses and
bull The appointment removal and terms of remuneration of the chief internal auditor
iii) The audit committee invites executives as it considers appropriate (particularly the head of the finance function) representatives of the statutory auditors and representatives of the internal auditors to be present at its meetings The Company Secretary acts as the secretary to the audit committee
iv) The previous annual general meeting (AGM) of the Company was held on September 26 2014 and was attended by the Chairman of the audit committee
v) The Composition of the Committee and the attendance of each member of the Committee during the year 2014-15 are given below
Name Category Profession Number of Meetings during the Financial year 2014-15
Held Attended
Mr A G Bhatnagar Non Independent Non-Executive
Professional 1 -
Uniworth Limited30
UNIWORTH
UNIWORTHLIMITED
Name Category Profession Number of Meetings during the Financial year 2014-15
Held Attended
Mr S C Kalra Non Independent Executive Director
Service 1 1
Mr S C Majumder Non Independent Non-Executive
Service 1 1
Mr K Jhunjhunwala Independent Non-Executive
Chartered Accountant
4 3
Mr S N Shenwai Non Independent Executive Director
Service 3 -
Mrs Silpi Chakraborty Independent Non-Executive
Professional 3 3
Resigned as members of the Committee wef 29th May 2014 Resigned as members of the Committee wef 14th July 2014 Appointed as member of the Committee wef 29th May 2014 Appointed as member of the Committee wef 14th July 2014 Members present at the meeting elect one of themselves as Chairman of the Meeting
vi) During the year 2014-15 4 (Four) meetings of the Audit Committee were held and the gap between two meetings did not exceed four months The dates of the meetings are following 29052014 12082014 12112014 and 11022015
4 Nomination and Remuneration Committee i) The Nomination and Remuneration Committee was re-organised during the year as per the provisions
of the act and Clause 49 of the Listing Agreement
ii) The Nomination and Remuneration Committee was formed with a view to reviewing and making recommendations on annual salaries performance commissions perquisite and other employment conditions of ExecutiveWhole-time Directors and other Executives and Officials The Committee also takes into consideration remuneration practices followed by leading companies as well as information provided by reputed consultants while determining the overall remuneration package
iii) The composition and attendance of the members at the Meetings of Remuneration Committee during the year 2014-15 were as under
Name Category Number of Meetings during the Financial year 2014-15
Held Attended
Mr K Jhunjhunwala Independent Non-Executive 4 3
Mr A G Bhatnagar Non Independent Non-Executive 1 ndash
Mr S C Majumder Non Independent Non-Executive 1 1
Mrs Silpi Chakraborty Independent Non-Executive 3 3
Mr T C Jain Non Independent Non-Executive ndash ndash
Resigned as member of the committee wef 29th May 2014 Resigned as member of the committee wef 14th July 2014 Appointed as member of the committee wef 14th July 2014 Appointed as member of the committee wef 31st March 2015 Members present at the meeting elect one of themselves as Chairman of the Meeting
During the year 2014-15 4 (four) Meetings of the Nomination and Remuneration Committee were held on the following dates 29052014 12082014 12112014 and 11022015
Annual Report 2015 31
UNIWORTH
UNIWORTHLIMITED
iv) Remuneration of Directors Details of remuneration paid payable to Directors for the year ended 31st March 2015 are as follows (Amount in Rs)
Name of Directors Board Meeting
Audit Committee
Meeting
Commission Total
Mr K Jhunjhunwala 10000 6000 ndash 16000
Mr S C Majumder 2000 2000 ndash 4000
Mrs Silpi Chakraborty 8000 6000 ndash 14000
Mr T C Jain ndash ndash ndash ndash
Mr Sanjeev Saxena ndash ndash ndash ndash
Resigned as member of the committee wef 14th July 2014 Appointed as member of the committee wef 14th July 2014 Appointed as member of the committee wef 31st March 2015
vi) Details of Remuneration paidpayable to Executive Directors Remuneration for the year ended 31st March 2015 is as follows
(Amount in lacs)
Name of Director Salary Allowance Perquisites Total
Mr S C Kalra 079 019 303 401
Mr SN Shenwai 600 209 064 873 Mr S C Kalra resigned as Executive Director of the Company wef 29th May 2014
Mr S N Shenwai appointed as Executive Director of the Company wef 29th May 20145 Stakeholders Relationship Committee i) As per the applicable provisions of Section 178 of the companies Act 2013 and Clause 49 of the
Listing Agreement the nomenclature Share Transfer cum Investor Grievance Committee was renamed as Stakeholders Relationship Committee
ii) The Stakeholders Relationship Committee look into the redressal of complaints of investors such as transfer or credit of shares non-receipt of dividend notices annual reports etc
iii) During the year two meetings of the Stakeholder Relationship committee was held on 16062014 and 16122014
iv) The composition and attendance of the members in the following Committee Meetings during the year 2014-15 were as under
Name Number of meetings during the financial year 2014-15
Held Attended
Mr K Jhunjhunwala 2 2
Mr A G Bhatnagar ndash ndash
Mr S C Kalra ndash ndash
Mr S N Shenwai ndash ndash
Mr S C Majumder 1 1
Mrs Silpi Chakraborty 1 1
Mr Tara Chand Jain ndash ndash
Resigned as members of the committee wef 29th May 2014
Uniworth Limited32
UNIWORTH
UNIWORTHLIMITED
Appointed as member of the committee wef 29th May 2014 Resigned as member of the committee wef 14th July 2014 Appointed as member of the committee wef 14th July 2014 Appointed as member of the committee wef 31st March 2015 Members present at the meeting elect one of themselves as Chairman of the Meeting
v) During the year 2014-15 16 (Sixteen) Meetings regarding Share Transfer were held on the following dates 16062014 15072014 29082014 05092014 18092014 30092014 16102014 31102014 14112014 28112014 16122014 12012015 30012015 17022015 27022015 and 16032015
vi) Share Transfers
bull All Shares have been transferred and returned within the prescribed period so long as the documents have been in order in all respects
bull Total number of Equity Shares transferred during the relevant period was 11730
vii) Compliance Officer
Mr S N Shenwai Executive Director is the Compliance Officer of the Company and his contact details are given below
Mr S N Shenwai Executive Director Uniworth Limited ldquoGREEN ACRESrdquo 2 Nazar Ali Lane Flat- 4A Kolkata ndash 700 019 Phone (033) 40061301
viii) Status of Investor Complaints
Complaints received from Shareholders have been mostly cleared within the financial year The complaints are generally replied to within 10-15 days from their lodging with the Company
No of Complaints received from the Investors (including brought forward) 18
No of Complaints resolved 17
Complaints pending as on 31st March 2015 1
No of Share Transfers pending for approval as on 31st March 2015 NIL
6 General Body Meetings i) Annual General Meeting
The location and time of the Annual General Meetings held during the last 3 years is as follows
Annual General Meeting (AGM) Date Time Venue No of Special
Resolutions passed
24th Annual General Meeting 28092012 1030 AM Science CitySeminar HallJBS Haldane AvenueKolkata ndash 700 046
ndash
25th Annual General Meeting 26092013 1030 AM Science CitySeminar HallJBS Haldane AvenueKolkata ndash 700 046
ndash
Annual Report 2015 33
UNIWORTH
UNIWORTHLIMITED
26th Annual General Meeting 26092014 1030 AM Science CitySeminar HallJBS Haldane AvenueKolkata ndash 700 046
ndash
ii) The Special Resolutions if any are usually passed on show of hands and mostly unanimously
iii) No Postal Ballot were used in last year The Company does not have any proposal for Postal Ballot at present
7 Disclosures a) Related Party transactions have been disclosed under Note No 27 to the accounts for year under
review and it is not conflict with the interest of the Company
b) The Company has complied with all the mandatory requirements of clause 49 of the listing agreements with the Stock Exchanges as well as regulations and guidelines of SEBI wherever applicable
c) No transaction of material nature has been entered into by the Company with the Directors or Promoters or Management and their relatives their subsidiaries etc that may have a potential conflict with the interest of the Company at large The Register of Contracts in which Directors are interested was placed before the Board regularly
d) The Company has in place an Employee Concern (Whistle Blower) No personnel has been denied access to the Audit Committee to lodge their Grievances
e) No penalties or strictures have been imposed on the Company by the Stock Exchange or SEBI or any statutory authority on any matter related to capital markets during the last three years as all requirements were complied with
f) All mandatory requirements have been appropriately complied
g) Resume and other information of the Directors proposed to be appointedre-appointed (including those retiring by rotation) at the ensuing annual General Meeting are given in the Notice relating thereto to the shareholders
h) No presentation were made to Institutional Investors and Analysts during the year
i) The Company does not have any subsidiary
j) Your Company has followed all relevant Accounting Standards while preparing the Financial Statements
k) Particulars of Equity Shares of the Company held by Non-Executive Directors (both own or held byfor other person on a beneficial basis) are as follows
Name of Directors Number of Equity Shares heldMrs Silpi Chakraborty 700
Mr Sanjeev Saxena 600
l) Risk Management
A comprehensive risk management policy for the purpose of management policy in the Company for periodical review by the Board of Directors has formulated In addition Risk Management issues are generally discussed in the Audit Committee
m) CEOCFO Certification The ExecutiveWhole-time Director and Chief Financial Officer who are also heading the finance
function have confirmed to the Board that
(a) They have reviewed financial statements and the cash flow statement for the year and that to the best of their knowledge and belief
(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
Uniworth Limited34
UNIWORTH
UNIWORTHLIMITED
(ii) these statements together present a true and fair view of the companyrsquos affairs and are in compliance with existing accounting standards applicable laws and regulations
(b) There are to the best of their knowledge and belief no transactions entered into by the company during the year which are fraudulent illegal or violative of the companyrsquos code of conduct
(c) They accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of the internal control systems of the company pertaining to financial reporting and they have disclosed to the auditors and the Audit Committee deficiencies in the design or operation of internal controls if any of which they are aware and the steps they have taken or propose to take to rectify these deficiencies
(d) They have indicated to the Auditors and the Audit Committee
(i) that there have been no significant changes in internal control over financial reporting during the year
(ii) that there have been no significant changes in accounting policies during the year and
(iii) that there are no instances of significant fraud of which they have become aware and the involvement therein if any of the management or an employee having a significant role in the companyrsquos internal control system over financial reporting
n) Brief Profile and other informationrsquos of the Directors proposed to be appointed re-appointed (including those retiring by rotation) at the ensuing Annual General Meeting are given in the Notice relating thereto the shareholders
8 Means of Communication a) The Annual Half yearly and Quarterly Results are Electronically transmitted to the Stock Exchanges in
accordance with the Listing Agreement and are uploaded on the Companyrsquos Website wwwuniworthcom also the same are being published in an English Newspaper namely the Echo of India Kolkata and Arthik Lipi alongwith Dainik Lipi Bengali leading Newspapers
b) Management Discussion amp Analysis Report is forming a part of the Annual Report
9 General Shareholder Information a) Annual General Meeting - Date and Time 29th September 2015 at 1030 AM
- Venue Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046
b) Financial Calendar (Tentative and subject to change)
Financial reporting for
- the Quarter ending 30th June 2015 2nd week of August 2015 - the Quarter and Half Year ending 30th September 2015 2nd week of November 2015 - the Quarter ending 31st December 2014 2nd week of February 2016 - Year ending 31st March 2016 4th week of May 2016
c) Date of Book Closure 23rd September 2015 to 29th September 2015
d) Dividend Payment Date NA
e) Registered Office ldquoGREEN ACRESrdquo 2 Nazar Ali Lane Flatndash 4A Kolkata ndash 700 019
f) Listing on Stock Exchanges The Equity Shares of the Company are listed on the following Stock Exchanges
Annual Report 2015 35
UNIWORTH
UNIWORTHLIMITED
Code No The Calcutta Stock Exchange Ltd (CSE) 10033010
BSE Limited (BSE) 514144
Listing fees for the Financial Year 2015-2016 have been paid
g) Corporate Identity No (CIN) of the Company L17299WB1988PLC044984
h) Stock Market Data
1 The Calcutta Stock Exchange Ltd There has been no trading during the year 2 BSE Limited
Month amp Year High (`) Low (`) Monthly Volume(No of Equity Shares)
April 2014 096 058 64744May 2014 096 083 52417June 2014 101 080 32394July 2014 111 084 47313August 2014 165 084 39696September 2014 218 138 154526October 2014 330 215 125576November 2014 309 212 64128December 2014 246 162 33765January 2015 187 146 26982February 2015 153 111 36842March 2015 118 082 16397
i) Registrar and Transfer Agents Ms C B MANAGEMENT SERVICES (P) LIMITED P-22 Bondel Road Kolkata ndash 700 019 Phone No (033) 4011 6700671167186723 Fax No (033) 40116739 E-mail rtacbmslcom
(j) (1) Distribution of Shareholding as on 31st March 2015
Slab of Equity Shares held
No of Shareholders No of Equity Shares
1- 500 79783 9388 11250631 3310501 ndash 1000 3045 358 2260412 6651001 ndash 2000 1273 150 1801305 5302001 ndash 3000 386 045 959785 2823001 ndash 4000 169 020 597378 176
Uniworth Limited36
UNIWORTH
UNIWORTHLIMITED
4001 ndash 5000 104 012 481868 1425001-10000 137 016 922783 27210001-Above 89 011 15712081 4623Total 84986 10000 33986243 10000
(2) Categories of Shareholders as on 31st March 2015
Categories Number of Equity Shares Amount in (Rs)
Promoters Directors Relatives and Associated Companies
13032815 130328150 3835
Financial Institutions Govt Companies 802153 8021530 236Mutual Funds UTI 23230 232300 007Banks 28032 280320 008Foreign Institutional Investors 4300 43000 001Non ndash Resident Indians 101404 1014040 030Other Bodies Corporate 816054 8160540 240Public 19178255 191782550 5643Total 33986243 339862430 10000
k) Dematerialization of Shares and Liquidity 11710589 Equity Shares (3446 of Total Shares) are in the Dematerialised Form as on 31st March
2015
At present the Companyrsquos Shares are compulsorily traded in Dematerialised Form as per notification issued by the Securities and Exchange Board of India (SEBI) The ISIN allotted for the Equity Shares of the Company is INE207A01013
l) Share Transfer System To expedite the Share Transfer process in the Physical segment authority has been delegated to the
ldquoStakeholder Relationship Committeerdquo Share transfertransmissions approved by the Committee are placed at the Board Meeting from time to time
m) Outstanding GDRsADRsWarrants Not Applicable
n) Plant Location 1) Urla Growth Centre Raipur Chattisgarh
2) Amriti Malda West Bengal
o) Investor Correspondence S N Shenwai Uniworth Limited
ldquoGREEN ACRESrdquo 2 Nazar Ali Lane Flat- 4A Kolkata ndash 700 019 Phone (033) 40061301 Website wwwuniworthcom
Annual Report 2015 37
UNIWORTH
UNIWORTHLIMITED
DISCLOSURE OF CODE OF CONDUCTAnnual Certificate under Clause 49 (II) (E) of Listing Agreement with Stock Exchanges
DECLARATIONAs required under Clause 49 (II) (E) of the Listing Agreement with the Stock Exchanges I hereby declare that all the Board Members and Senior Management Personnel ie employees in the grades of General Manager and above of the Company have complied with the Code of Conduct of the Company for Financial Year ended 31st March 2015
Place Kolkata S N ShenwaiDate 29052015 Executive Director
AUDITORSrsquo CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT TO THE MEMBERS OF UNIWORTH LIMITED
TO THE MEMBERS OF UNIWORTH LIMITED
We have examined the compliance of conditions of Corporate Governance by Uniworth Limited (ldquothe Companyrdquo) for the year ended 31st March 2015 as stipulated in clause 49 of the Listing Agreements of the Company entered into with Stock Exchanges
The compliance of conditions of Corporate Governance is the responsibility of the management Our examination was limited to a review of the procedures and implementation thereof adopted by the company for ensuring the compliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company
In our opinion and to the best of our information and according to the explanation given to us and the representations made by the Directors and the management we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above- mentioned Listing Agreement
We state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency of the effectiveness with which the management has conducted the affairs of the Company
For S S KOTHARI amp COChartered Accountants
Firm Registration No 302034EA DATTA
Place Kolkata PartnerDate 29th May 2015 Membership No 005634
Uniworth Limited38
UNIWORTH
UNIWORTHLIMITED
INDEPENDENT AUDITORSrsquo REPORT To the Members ofUNIWORTH LIMITEDReport on the Financial Statements
We have audited the accompanying Financial Statements of UNIWORTH LIMITED (ldquothe Companyrdquo) which comprise the Balance Sheet as at 31st March 2015 the Statement of Profit and Loss the Cash Flow Statement and a summary of the Significant Accounting Policies and other explanatory information for the year then ended
Managementrsquos Responsibility for the Financial Statements
The Companyrsquos Board of Directors is responsible for the matters stated in Section 134(5) of the Companies act 2013 (ldquothe Actrdquo) with respect to the preparation of these Financial Statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes 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 frauds and other irregularities selection and application of appropriate accounting policies making judgements and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditorrsquos Responsibility
Our responsibility is to express an opinion on these Financial Statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements The procedures selected depend on the auditorrsquos judgement including assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companyrsquos preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyrsquos Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the Financial Statements
Basis for Qualified Opinion
1 Footnote (i) to Note No 23 regarding interest provision on borrowings from some of the institutions and banks which has been made in the financial statements under simple interest method at the prevailing estimated rates applicable on such loans in absence of relevant documentsconfirmations as a result of which impact of compound interestpenal charges wherever applicable having not been ascertained as well as the note therein regarding the matter of dispute between the Company and the BankersCreditors in connection with charging of interest payment and payment of principal
2 Footnote No (ii) to Note No 23 regarding non-provision of Interest on certain loans and the impact of the non-provision is not presently ascertainable
Annual Report 2015 39
UNIWORTH
UNIWORTHLIMITED
3 Footnote No 4 (i) (ii) and (iii) of Note No 15 regarding overdue Export Bills amounting to ` 3178731 lacs outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
4 Footnote 1 of 17 regarding Claims Receivable amounting to ` 68936 lacs due from various banks outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
5 Footnote 3 of Note No 17 regarding advance of ` 314473 lacs due from certain parties which in our opinion are considered doubtful of recovery against which adequate provision has not been made
6 Footnote 3 of Note No 16 relating to non-accounting of withdrawals other transactions from certain Bank accounts during the year due to reasons stated on the said Note 16 (3)
7 Note No 30 regarding non-compliance of Accounting Standard (AS) 6 Depreciation Accounting due to non-adoption of Schedule ndash II of the Companies Act 2013 and also non-compliance of mandatory Accounting Policy for Depreciation required to be followed by the Company due to reasons stated in the said Note
8 In absence of any workings for impairment of assets as per Accounting Standard (AS) 28 Impairment of Assets the impact of such impairment is not ascertainable
9 Non-provision non-compliance of Items indicated in (1) to (8) above constitute a departure from the Accounting Standards referred to in Section 133 of the Act Without considering Item Nos (1) (2) (6) (7) and (8) above whose impact on the Companyrsquos Statement of Profit and Loss is presently non-ascertainable had the provisions indicated in Item Nos (3) to (5) been made
(i) the Loss for the year would have increased by ` 3562140 lacs
(ii) Trade Receivables would have decreased by ` 3178731 lacs
(iii) Short Term Loans and Advances would decreased by ` 383409 lacs
(iv) The Shareholdersrsquo Fund would have been lower by ` 3562140 lacs
Qualified Opinion
In our opinion and to the best of our information and according to the explanations given to us except for the like effects of the matters described in the Basis for Qualified Opinion paragraph above the aforesaid Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2015 and its loss and its cash flows for the year ended on that date
Emphasis of Matters
We draw your attention to the following matters in the Notes to the Financial Statements
1 Following Notes to the Financial Statements describe the uncertainty related to the outcome of the lawsuits other legal matters and matters under settlements indicated therein
(a) Footnote (2) to Note No 4 regarding legal issues following securitization of Secured Loans as stated in the said Note
(b) Footnote (2) of Note No 15 regarding pending adjustments of Sundry Debtors against supplies and other liabilities etc due to the buyers In absence of final settlement with the parties and non-receipt of necessary approval from concerned regulatory authority extent of the amount of adjustments so required could not be ascertained
(c) Footnote to Note No 6 regarding estimated amount of ` 872228 lacs provided during the year 2002-03 as sales claims and commissions relating to earlier years from overseas customers of the Company which is pending for final settlement Necessary adjustments for such claims and commissions will be made after final settlement and obtaining necessary approval from the concerned regulatory authority
Uniworth Limited40
UNIWORTH
UNIWORTHLIMITED
(d) Footnote 1 of Note No 15 and Footnote 2 of Note No 17 regarding Debtors and Advances amounting to ` 145362 lacs and ` 138719 lacs respectively relating to Companies which have become Sick and referred to BIFR under the Sick Industrial Companies (Special Provisions) Act 1985 As the rehabilitation scheme of these companies are pending finalisation the amount of provision if any which may be required remain unascertainable
(e) Note No 32 regarding legal recourse taken by certain banks and financial institutions for recovery of their dues and the matter is sub-judice as stated in the said Note
(f) Note No 33 regarding non-compliance of certain technical formalities due to which transfer of certain borrowing facilities to a body corporate could not be made
(g) Note No 34 regarding applications made by the Company with the Reserve Bank of India from time to time for extension setting off of certain overdue bills
(h) Note No 35 regarding Debit Note sent by a body corporate in an earlier year for unilateral transfer back of all assets not taken into cognizance by the Company in preparing these Financial Statements as stated in the said Note
(i) Note No 38 regarding claims filed by a body corporate for ` 21625 lacs for non-fulfilment of clauses of the agreement relating to transfer of Nagpur Unit to them outcome of which would eventually arise on finalisation of suit
(j) Matters disclosed in Note No 19 relating to Entry Tax CentralCommercial Sales Tax Demands Customs Demands Professional TaxLabour CasesWater Cess Electricity Duty etc disclosed under Contingent Liabilities which are contested by the Company and pending before various forums authorities for final decisions
2 Note No 4 (Footnote 4) Note No 7 (Footnote) and Note No 16 (Footnote 1) to the financial statements regarding non-receipt of confirmations in respect of borrowings from banksFinancial Institutions and also debit balances in certain current accounts with banks due to restructuring being in progress book balances thereof have been relied upon
3 Note No 27 (d) regarding balance with a related party under reconciliation
4 Footnote 2 amp 3 of Note No 4 to the financial statements regarding preparation of these financial statements on Going Concern basis for the reasons stated therein as also the fact that the Company has accumulated losses and its net worth has been fully eroded Further the Company has incurred net loss during the current and previous years and the Companyrsquos current liabilities exceeded its current assets as at the Balance Sheet date These conditions along with other matters set forth in Notes to Financial Statements indicate the existence of a material uncertainty that may cast significant doubt about the Companyrsquos ability to continue as a going concern
Our opinion is not modified in respect of these matters
Report on Other Legal and Regulatory Requirements
i) As required by the Companies (Auditorrsquos Report) Order 2015 issued by the Central Government in terms of Sub-section (11) of Section 143 of the Act we enclose in the Annexure a statement on the matters specified in the said Order to the extent applicable to the Company
ii) As required by Section 143(3) of the Act we report that
a) We have sought and except for the matters described in the Basis for Qualified Opinion paragraph obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit
b) Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph above in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books
Annual Report 2015 41
UNIWORTH
UNIWORTHLIMITED
c) The Balance Sheet Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph in our opinion the Balance Sheet Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014
e) The matters described in the Basis for Qualified Opinion paragraph above in our opinion may have an adverse effect on the functioning of the Company
f) The matters described in sub-paragraph (1) under the Emphasis of Matters paragraph above in our opinion may have an adverse effect on the functioning of the Company
g) On the basis of written representations received from the Directors as on 31st March 2015 taken on record by the Board of Directors none of the Director is disqualified as on 31st March 2015 from being appointed as a director in terms of Section 164(2) of the Act
h) With respect to the other matters to be included in the Auditorrsquos Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion and to the best of our information and according to the explanations given to us
i The Company has disclosed the impact of pending litigations on its financial position wherever ascertainable
ii The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable loss
iii The Company has not transferred any amount to Investor Education and Protection Fund (Refer to Footnote No 1 to Note No4)
For S S KOTHARI amp COChartered Accountants
Firm Registration No 302034E
A DATTAPlace Kolkata PartnerDate 29th May 2015 Membership No 005634
Uniworth Limited42
UNIWORTH
UNIWORTHLIMITED
ANNEXURE TO THE AUDITORSrsquo REPORTThe Annexure referred to in our report to the members of UNIWORTH LIMITED the year ended 31ST March 2015
(i) (a) Whether the company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets
(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets However the updation of such records particularly with reference to estimated useful life of each asset is in process
(b) Whether these fixed assets have been physically verified by the management at reasonable intervals whether any material discrepancies were noticed on such verification and if so whether the same have been properly dealt with in the books of account
(b) The physical verification of fixed assets as stated by the management has been conducted by the Management during the year wherever practicable and the reconciliation of the quantities with the book records in progress The discrepancies if any would be adjusted on completion of reconciliation updation of records as stated above
(ii) (a) Whether physical verification of inventory has been conducted at reasonable intervals by the management
(ii) (a) Inventories of Raw Materials Finished Goods Work in Progress and Stores amp Spares have been physically verified at reasonable intervals by the Company except Finished Goods of Rs 1840 Lacs lying with third parties and Rs 11551 Lacs under seizure of the Excise Department
(b) Are the procedures of physical verification of inventory followed by the management reasonable and adequate in relation to the size of the company and the nature of its business If not the inadequacies in such procedures should be reported
(b) The procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business
(c) Whether the company is maintaining proper records of inventory and whether any material discrepancies were noticed on physical verification and if so whether the same have been properly dealt with in the books of account
(c) On the basis of our examination of the records of inventories we are of the opinion that the Company is maintaining proper records of inventories The discrepancies noticed on verification between physical stocks and the book records which were not material have been properly dealt with in the books of account
Annual Report 2015 43
UNIWORTH
UNIWORTHLIMITED
(iii) Whether the company has granted any loans secured or unsecured to companies firms or other parties covered in the register maintained under section 189 of the Companies Act If so
(iii) The Company has not granted any loan secured or unsecured during the year to any company firm or other party covered in the register maintained under section 189 of the Companies Act 2013
In this regard we have relied upon the entries recorded in the register maintained under section 189 of the Act
(a) Whether receipt of the principal amount and interest are also regular and
(b) If overdue amount is more than rupees one lakh whether reasonable steps have been taken by the company for recovery of the principal and interest
(iv) Is there an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services Whether there is a continuing failure to correct major weaknesses in internal control system
(iv) In our opinion and according to the information and explanations given to us there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchases of inventory and fixed assets and for the sale of goods During the course of our audit no major weakness has been noticed in the internal control system nor have there been any continuing failure on the part of the Company to correct any major weakness
(v) In case the company has accepted deposits whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under where applicable have been complied with If not the nature of contraventions should be stated If an order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal whether the same has been complied with or not
(v) The Company has not accepted any deposit from the public within the meaning of sections 73 to 76 or any other relevant provisions of the Companies Act 2013
(vi) Where maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act whether such accounts and records have been made and maintained
(vi) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under sub-section (1) of section 148 of the Companies Act 2013 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained However we have not made a detailed examination of the records with a view to determine whether they are accurate or complete
Uniworth Limited44
UNIWORTH
UNIWORTHLIMITED
(vii) (a) Is the company regular in depositing undisputed statutory dues including provident fund employeesrsquo state insurance income-tax sales-tax wealth tax service tax duty of customs duty of excise value added tax cess and any other statutory dues with the appropriate authorities and if not the extent of the arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable shall be indicated by the auditor
(vii) (a) According to the records of the Company the Company has been generally regular in depositing during the year with appropriate authorities undisputed statutory dues including provident fund employeesrsquo state insurance income tax sales tax wealth tax service tax customs duty excise duty value added tax cess and any other statutory dues where applicable except in the following cases which are outstanding for a period of more than six months from the date they became payable
VAT ` 680 lacs
Central Sales Tax ` 3654 lacs
Service tax ` 4281 lacs
Entry Tax ` 080 lacs(b) In case dues of income tax or sales tax or
wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute then the amounts involved and the forum where dispute is pending shall be mentioned (A mere representation to the concerned Department shall not constitute a dispute)
(b) According to the records of the Company following statutory dues have not been deposited by the Company on account of disputes
Nature of dues
Amount(` inLacs)
Period since when
Forum
Entry Tax 5711 1997-98 Appeal with Commissioner of Commercial Tax
Excise Duty 864 Prior to 2000 Under Appeal with CESTAT New Delhi
Electricity Duty amp Cess
1857 2005 Writ Petition before Bilaspur High Court
(c) Whether the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time
(c) The Company has not transferred any amount to Investor Education and Protection Fund [Refer to Footnote (1) to Note No 4 (a) ]
(viii) Whether in case of a company which has been registered for a period not less than five years its accumulated losses at the end of the financial year are not less than fifty per cent of its net worth and whether it has incurred cash losses in such financial year and in the immediately preceding financial year
(viii) The accumulated losses of the Company at the end of the financial year have exceeded its net worth and also the Company has incurred cash losses in the current financial year and in the immediately preceding financial year
Annual Report 2015 45
UNIWORTH
UNIWORTHLIMITED
(ix) Whether the company has defaulted in repayment of dues to a financial institution or bank or debenture holders If yes the period and amount of default to be reported
(ix) The Company has defaulted in repayment of dues to financial institutions banks and debenture holders as under
(a) As per Original Agreement all the following Term Loans have become due for repayments However the Companyrsquos negotiations with the term lenders for rescheduling restructuring is in process
Nature of Financial Assistance
Amount (` in lacs)
Period of Default
a) Term Loani) Financial Institution Not Ascertainable
Principal 2117209Interest 1068697
ii) Bank Not AscertainablePrincipal 3758542Interest 5508741
b) DebentureNov-convertible Part C Redeemable Debenture
Principal 190062Interest 19695
Also refer to Note No 4
(x) Whether the company has given any guarantee for loans taken by others from bank or financial institutions the terms and conditions whereof are prejudicial to the interest of the company
(x) The Company has given guarantee for loans taken by Other Company others from bank or financial institution and the related terms and conditions are not prejudicial to the interest of the Company
(xi) Whether term loans were applied for the purpose for which the loans were obtained
(xi) Based on the information and explanations given to us by the Management no Term Loan was obtained by the Company during the year
(xii) Whether any fraud on or by the company has been noticed or reported during the year If yes the nature and the amount involved is to be indicated
(xii) Based upon the audit procedures performed during the course of our audit and information and explanations given by the Management we report that no fraud on or by the Company has been noticed or reported during the year
For S S KOTHARI amp COChartered Accountants
Firm Registration No 302034E
A DATTAPlace Kolkata PartnerDate 29th May 2015 Membership No 005634
Uniworth Limited46
UNIWORTH
UNIWORTHLIMITED
Particulars Note No As at 31032015
As at 31032014
I EQUITY AND LIABILITIES 1 Shareholders Fund
a) Share Capital 2 399862 399862 b) Reserves and Surplus 3 (9551249) (9151387) (9086744) (8686882)
2 Non-Current Liabilitiesa) Long Term Borrowings 4 - - b) Other Long Term Liabilities 5 227675 214963 c) Long Term Provisions 6 919008 1146683 909815 1124778
3 Current Liabilitiesa) Short Term Borrowings 7 2888541 2888676 b) Trade Payables 8 3367901 3114249 c) Other Current Liabilities 9 10578553 10028310 d) Short Term Provisions 10 3729 16838724 2397 16033632
Grand Total 8834020 8471528 II ASSETS
1 Non-Current Assetsa) Fixed Assets 11
i) Tangible Assets 378887 420957 ii) Capital Work in Progress 5468 7774
b) Non-Current Investments 12 300067 300067 c) Long Term Loans and Advances 13 79596 764018 73612 802410
2 Current Assetsa) Inventories 14 363263 398178 b) Trade Receivables 15 6443072 6042724 c) Cash and Cash Equivalent 16 25352 17946 d) Short Term Loans and Advances 17 643478 615433 e) Other Current Assets 18 594837 8070002 594837 7669118
Grand Total 8834020 8471528 Significant Accounting Policies 1Other Disclosures 25 - 40
Accompanying Notes are an integral part of the Financial StatementsThis is the Balance Sheet referred to in our Report of even date
BALANCE SHEET AS AT 31ST MARCH 2015 (` in 000rsquos)
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Annual Report 2015 47
UNIWORTH
UNIWORTHLIMITED
Particulars NoteNo
For the year ended31032015
For the year ended31032014
I Revenue from OperationsSale of products 1357763 1155975 Less Excise Duty - - Net Turnover 1357763 1155975
II Other Income 20 33895 235313 III Total Revenue (I + II) 1391658 1391288 IV Expenses
Cost of Materials Consumed 21 652552 724694 Purchases of Stock in Trade 33333 313 Changes in Inventories of Finished Goods Work in Progress amp Stock in Trade 22 14347 (8299)
Employees Benefits 25 151140 139783 Finance Cost 23 536119 536116 Depreciation and Amortisation 25 42727 42824 Other Expenses 24 424306 1854524 406500 1841931 Total Expenses 1854524 1841931
V Profit before tax (462866) (450643)VI Extra Ordinary Item 25 1639 1639 VII Profit before tax after Extra Ordinary
Items (464505) (452282)
VIII Tax Expenses - - IX Profit (Loss) for the period (464505) (452282)X Earnings Per Equity Share
i) Basic (1367) (1331)ii) Diluted (1367) (1331)
Significant Accounting Policies 1Other Disclosures 25 - 40
Accompanying Notes are an integral part of the Financial StatementsThis is the Statement of Profit amp Loss referred to in our Report of even date
STATEMENT OF PROFIT amp LOSS FOR THE YEAR ENDED 31ST MARCH 2015 (` in 000rsquos)
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Uniworth Limited48
UNIWORTH
UNIWORTHLIMITED
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2015 (` in 000rsquos)
Particulars 31032015 31032014A Cash Flow from Operating Activities
Net Profit (Loss) before Tax (464505) (452282)Adjustments For Depreciation and amortisation expense 42727 42824 Exceptional Items 1639 1639 Interest Income (2700) (2299)Dividend Received - (2)Net (Gain)Loss on foreign exchange (26043) (114085)Finance Cost 536119 536116 Sundry Balances w_off 152 - Unspent Liabilities Written Back - (9895)Operating Profit before Working Capital Changes 87389 2017 Adjustments For Increase(Decrease) in Other Long Term Liabilities 12712 20646 Increase(Decrease) in Long Term Provisions 9194 9106 Increase(Decrease) in Short Term Provisions 1332 (2926)Increase(Decrease) in Trade Payables 253652 158899 Increase(Decrease) in Other Current Liabilities 550241 602658 Decrease(Increase) in Non-Current Investment - - Decrease(Increase) in Long Term Loans amp Advances (5984) 1518 Decrease(Increase) in Other Non-Current Assets - - Decrease(Increase) in Inventories 34916 (26068)Decrease(Increase) in Trade Receivables (400348) (331229)Decrease(Increase) in Short Term Loans amp Advances (28198) (20496)Decrease(Increase) in Other Current Assets - (1)Cash Generated from (used in) Operating Activities 514906 414124 Tax Expense - - Net Cash Flow from(used in) Operating Activities (A) 514906 414124
B Cash Flow from Investing Activities Interest Income 2700 2299 Dividend Income - 2 Proceeds from sale of Non-Current Investments - - Addition to Tangible Fixed Assets 1408 1295 Addition to Intangible Fixed Assets - - Sale of Tangible Fixed Assets 241 5 Net Cash flow from(used in) Investing activities ( B ) 4348 3601
Annual Report 2015 49
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos)
Particulars 31032015 31032014C Cash Flow from Financing Activities
Proceeds from Equity Shares - - Repayment from Long term Borrowings - - Proceeds from Short term Borrowings (134) (1)Exceptional Items (1639) (1639)Net Gain on foreign exchange 26043 114085 Interest Expense (536119) (536116)Net Cash Flow from Financing Activities ( C ) (511849) (423671)Net Increase ( Decrease ) in Cash amp Cash Equivalents ( A+B+C ) 7406 (5947)Closing Balance of Cash amp cash Equivalents 25352 17946 Opening Balance of Cash amp cash Equivalents 17946 23893 Net Increase ( Decrease ) in Cash amp Cash Equivalents 7406 (5947)
Notes 1 The above Cash Flow Statement has been prepared under the ldquoIndirect Methodrdquo as set out in Accounting
Standard -3 on Cash Flow Statement notified under the Companies (Accounting Standards) Rules 20062 Addition to Fixed Assets include movement of Capital Work in Progress during the year3 Proceeds from Long term Borrowings are shown net of repayments 4 Figures in brackets represent cash outflow from respective activities 5 Cash amp cash Equivalents do not include any amount which is not available to the Company for its use6 As breakup of Cash amp cash equivalents is also available in Note No16 reconciliaton of items of Cash amp
cash equivalents as per Cash Flow Statement with the equivalent items reported in the Balance Sheet is not required
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Uniworth Limited50
UNIWORTH
UNIWORTHLIMITED
1 SIGNICANT ACCOUNTING POLICIES A BASIS OF PREPARATION The Financial Statements have been prepared to comply in material respects with the Accounting
Principles generally accepted in India including mandatory Accounting Standards specified under Section 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014 under the historical cost convention and on accrual basis The Accounting Policies in all material respect have been consistently applied by the Company and are consistent with those used in previous year
B TANGIBLE ASSETS Tangible Assets are stated at cost including pre-operative expenses amp borrowing cost allocated to
qualifying assets in proportion to costs thereof C IMPAIREMENT OF ASSETS An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value An
impairement loss is charged to the profit and loss account in the year in which an asset is identified as impaired The impairement loss recognised in prior accounting period is reversed if there has been a change in the estimate of recoverable amount
D CAPITAL WORK IN PROGRESS Stated at Cost E DEPRECIATION a The full value of Leasehold land is amortized over the period of lease b Depreciation on Tangible Assets continues to be provided on straight-line method at the rates
prescribed in erstwhile Schedule ndash XIV of the Companies Act 1956 This is a non-compliance of mandatory Accounting Policy required to be followed by the Company for Depreciation on Tangible Assets in terms of Accounting Standard (AS) 6 Depreciation Accounting
F INVENTORIES Basis of Valuation Raw Material At Cost Stores amp Spare Parts At Weighted Average Cost Work in Process and Finished Goods At Cost or Market Value whichever is lower Cost for this
purpose is determined with reference to cost of materials labour and appropriate overheads
Waste Stock At estimated realizable value except waste of Silk Division used for recycling which is valued at Cost as per past practice
G INVESTMENTS Long Term Investments are stated at cost less provision and write off in cost wherever the management
considers the fall in value to be of permanent in nature H BORROWING COSTS Borrowing costs that are attributable to the acquisition and construction of a qualifying asset are capitalized
as part of cost of that asset Other borrowing costs are recognised as expense in the period in which they are incurred
I EMPLOYMENT BENEFITS i) Short Term Employees Benefits The undiscounted amount of short-term employee benefits expected to be paid in exchange for the
services rendered by employees is recognized during the period when the employee rendered the service This benefit includes salary wages short-term compensatory absences and bonus
NOTES TO THE FINANCIAL STATEMENTS
Annual Report 2015 51
UNIWORTH
UNIWORTHLIMITED
ii) Long Term Employees Benefits a) Defined contribution Short Term Employees Benefits to ESIC (employees State Insurance
Corporation) and Provident Fund Schemes This contribution is recognized during the period in which employee renders service
b) Defined Benefit Scheme For defined benefit scheme the cost of providing benefit is determined using the projected unit credit method with actuarial valuation being carried out at each balance sheet date The retirement benefit obligation recognized in the balance sheet represents the value of defined benefit obligation as reduced by fair value of planned assets Actuarial gain and losses are recognized obligation in full during the period in which they occur
c) Leave encashment is determined on accrual basis J RECOGNITION OF INCOME AND EXPENDITURE Items of Income and Expenditure are recognised on accrual basis K SALES Sales are inclusive of Job Processing charges and exclude Inter Unit transfer claims etc L FOREIGN EXCHANGE TRANSACTIONS a) Assets and Liabilities relating to Foreign Currency outstanding at the year-end are translated at the
year-end rates b) Purchases and Sales are accounted for at average rates of exchange prevailing in the month
immediately preceding the month of transactions and the difference on account of foreign exchange fluctuation on the date of actual paymentrealization are treated as foreign exchange gainloss
M SEGMENT REPORTING The accounting policies adopted for Segment Reporting are in line with the accounting policies of the
company Revenue and Expenses have been identified to Segments on the basis of their relationship to the
operating activities of the segment Revenue and Expenses that relate to the enterprise as a whole and are not allocable to segment on a reasonable basis have been included under ldquoOthersrdquo
N TAXATION Current Tax is determined on the basis of the amount of tax payable under the Income Tax Act 1961
if any Deferred Tax LiabilitiesAssets subject to consideration of prudence are recognized and carried forward only when there is reasonable certainty that sufficient taxable Income will be available against which such Deferred Tax Liabilities Assets can be adjusted
O PROVISIONS AND CONTINGENT LIABILITIES The company recognizes a provision when there is a present obligation as a result of a past event that
probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may but probably will not require an outflow of resources Where there is possible obligation or a present obligation and the likelihood of outflow of resources is remote no provision or disclosure for contingent liability is made Contingent liabilities are generally not provided for in the accounts and are disclosed separately in Notes on Accounts
P EARNING PER SHARE Basic earning per share is calculated by dividing the net profit or loss for the period attributable to
equity shareholders by weighted average number of equity shares outstanding during the period The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for the events such as bonus share other than conversion of potential equity shares that have changed the number of equity shares outstanding without a corresponding change in resources For the purpose of calculating diluted earning per share the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares
NOTES TO THE FINANCIAL STATEMENTS
Uniworth Limited52
UNIWORTH
UNIWORTHLIMITED
NOTES TO THE FINANCIAL STATEMENTS2 Share Capital
Particulars 2014-15 2013-14a) Authorised
40000000 Equity Shares of ` 10- each (Previous Year 40000000 Equity Shares of ` 10- each)
400000 400000
900000013 Non Convertible Cumulative Redeemable Preference Shares of ` 100- each (Previous Year 9000000 Preference Shares of ` 100- Each)
900000 900000
Total 1300000 1300000 b) IssuedSubscribed amp Paid Up
33986243 Equity Shares of ` 10- each (Previous Year 33986243 Equity Shares of ` 10-each)
339862 339862
Preference Shares of ` 100- each (Previous Year 600000 13 Non Convertible Cumulative Redeemable Preference Shares of ` 100- each)
60000 60000
Total 399862 399862
c) Reconciliation of the number of Equity Shares Outstanding
Particulars 2014-15 2013-14Nos Nos Nos Nos
Number of Shares outstanding at the beginning of the year
33986243 33986243
Number of Shares outstanding at the end of the year
33986243 33986243
d) Reconciliation of the number of Preferance Shares Outstanding
Particulars 2014-15 2013-14Nos Nos Nos Nos
Number of Shares outstanding at the beginning of the year
600000 600000
Number of Shares outstanding at the end of the year
600000 600000
e) Shares in the Company held by each Shareholders holding more than
Name of Shareholders Number ofShares held
of Shareheld
Number ofShares held
of Shareheld
Nos Nos Nos NosAviante International Limited 6924975 2038 6924975 2038
f) Rights Preferances and Restrictions attached to Shares Issued
Each Equity Shareholder holding shares of ` 10- each is eligible for one vote per share held and is entitled to dividend when proposed by the Board of Directors subject to the approval of the sharesholders in the Annual General Meeting Each Equity Shares holders is entitled to participate in repayament of Capital on liqudation after all secured creditors have been paid
(` in 000rsquos)
Annual Report 2015 53
UNIWORTH
UNIWORTHLIMITED
Note 13 Non Convertible Cumulative Redeemable Preference Shares have already matured for redemption
completely by 12th December 2002 as per terms of redemtion However no part of this Share Capital amount could be redeemed by the aforesaid date The Company has received during the year 2010-11 a letter from IDBI The holders demanding forthwith the payament of the entire amount due on redemption togathet with the dividends due thereon
However the matter is pending restructuring of loans due to banks and financial institutions
3 Reserve amp Surplus
Particulars As at 31st March 2014
Addition Deduction As at 31st March 2015
a) Capital Reserve-Cpital Subsidy 6030 - - 6030
b) Securities Premium Account 406046 - - 406046
c) Debenture Redemption Reserve 87000 - - 87000
d) SurplusLoss (9585820) (464505) - (10050325)
(9086744) (464505) - (9551249)
4 Long Term Borrowings
Particulars 2014-15 2013-14a) Bonds Debentures
Secured4050990 125 Non Convertible Part-C Debentures of Rs50- each (Previous Year 4050990 Non Convertible Part-C Debentures of ` 50- each)
190060 190062
Less Unpaid Matured Debentures 190060 - 190062 -Terms of repayment Non - Convertible Part - C of the Debentures of ` 50 each Redeemable at par as per the terms of the issue in three equal instalments on 2341999 2342000 amp 2342001Security The debentures together with interest etc are secured by first mortgage and charge on all the companyrsquos immovable and movable assets both present and future and charge on current assets subject to prior charge createdto be created thereon in favour of the Companyrsquos Bankers for securing borrowings for Working Capital Requirements in the ordinary course of business The mortgage and charge referred to above shall rank pari passu with the mortgages and charges created to be created in favour of the Financial Institutions
(` in 000rsquos)
(` in 000rsquos)
Uniworth Limited54
UNIWORTH
UNIWORTHLIMITED
Particulars 2014-15 2013-14b) Term Loan
From Banks Financial InstitutionsSecured Rupee Loan 1893181 1893181
Foreign Currency Loan 1094029 1053602
2987210 2946783
Less Overdue portion of Rupee amp Foreign Currency Loan (Refer Note 9 (d)]
2987210 - 2946783 -
Terms of RepaymentAs per original agreement all the Term Loans have Become due for repaymentHowever the companyrsquos negotiation with term lenderrsquos for the re-schedulingrestructuring is in process
Nature of SecurityThe Term Loan from Financial InstitutionsBanks are secured to be secured by a first mortgage and charge on all the Companyrsquos immovable and moveable assets of the Company both present and future and charge on current assets subject to prior charge created andor to be created thereon to secure borrowings for Working Capital Requirements in the ordinary course of bussiness The mortgage and charge referred to above shall rank pari passu interse
Total - -
Notes 1) The company being a sick industrial undertaking could not redeem debentures amp interest thereof as per
the terms of issue which will be dealt properly in the restructuring scheme Accordingly no transfer has been made to the Account of Investor amp Protection fund
2) Following the declaration of the Company as a Sick Industrial undertaking by the Board for Industrial and Financial Reconstruction (BIFR) vides its Order dated 30012006 in terms of Section 3 (1) (A) of the Sick Industrial Companies (Special Provisions) Act 1985 and also athe appointment of Industrial Development Bank of India as the Operating Agency for preparation of a viability study report to revive the Company Appeals against the said order were preferred by some of the secured lenders as well as the Company before the AppellateAuthority for Industrial amp Financial Reconstruction (AAIFR) The said appeals were taken up and adjudicated and vide its order dated 05122007 AAIFR has remanded the case back to BIFR with a direction to reconsider the earlier references of the company on the basis of its earlier Balance Sheets also During the year 2010-11 in one of the appeals pending before AAIFR and in pursuance of ARCILrsquos application AAIFR has opined that in veiw of the actions taken by ARCIL under Section 13 (4) of SARFAESI Act the reference filed by the Company stood abated in one of the appeals pending before AAIFR under the proviso to Section 15(1) of SICA
Following the reference application filed by the company having stood abated under the proviso to Section 15(1) of SICA ARCIL has asked Indoworth to handover to them the possession of assets of the company covered by the security
(` in 000rsquos)
Annual Report 2015 55
UNIWORTH
UNIWORTHLIMITED
However matter is subjudice in a suit before the Kolkata High Court and necesssary adjustments would be made in the financial statements if required consequent to the final outcome of the proceedings Pending the above the financial statements have been drawn up on Going Concern basis as the Management is of the view that the going concern assumption is not vitiated for the reason as stated above
3) Under the provisions of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) ARCIL has taken over possession of the secured assets of the Companyrsquos plants during the Financial Year 2008-09 and has appointed Indoworth India Ltd as the Custodian of such assets
The Companyrsquos business continued since the aforesaid take over as usual However the matter is subjudice in a suit before the Calcutta High Court and necessary adjustments in the financial statements if required would be made upon final adjudication of the proceedings However these Accounts have been prepared on a Going Concern basis as the Management is of the view that the Going Concern assumption is not vitiated for the reason as stated above
4) The outstanding balance of Term Loans from Financial Institutions and some of the banks are subject to receipt of confirmation statements which couldnot be avialable due to restructuring in progress
5 Other Long Term Liabilities
Particulars 2014-15 2013-14MP Houshing Board 23331 23331
Electricity Duty 18569 18569
Water Charge 756 42656 756 42656
Selling Commission and Claim amp Discount 183317 170586
Security Deposit 850 850
Others 852 871
Total 227675 214963
6 Long Term Provisions
i) Provision for Employees BenefitsGratuity 37826 30090
Leave Encashment 8954 46780 7497 37587
ii) OthersProvision for Commission on Export Bills 325093 325093
Provision for Sales Claim on Export Bills 547135 872228 547135 872228
Total 919008 909815
Notes The final settlement in respect of sales claims amp commissions provided during the year 2002-03 for ` 872228 lacs is still pending amp the necessary adjustment for such claim amp commissions will be made after finalisation on receipt of necessary approval from the concerned regulatory authorities
(` in 000rsquos)
Uniworth Limited56
UNIWORTH
UNIWORTHLIMITED
NOTES TO THE FINANCIAL STATEMENTS7 Short Term Borrowings
Particulars 2014-15 2013-14a) Loan Repayble on Demand
i) From BanksSecured Packing Credit 659787 659787
Foreign Bill Discount 1311299 1971086 1311299 1971086
Unsecured Book Overdraft From Banks 917455 917455
Nature Security The Working Capital from banks are secured to be secured by first charge by way of hypothecation on the Companyrsquos stocks of Raw Materials Consumables stores Semi-finished and Finished Goods and book debts present and future and Second and sub-servient mortgage and charge created to be created on the companyrsquos immovable and movable assets present and future subject to first mortgage and charge created to be created thereon in favour of lenders of Term Loans amp Debentures
b) Deposit UnSecured - 135
Others
Total 2888541 2888676
Note The outstanding balance of borrowings from the banks for Working Capital Loans and Overdraft are subject to receipt confirmationstatements which could not be available due to restructuring being in progress
8 Trade Payable
Particulars 2014-15 2013-14Import
3295172
3022729
Local 72729 91520
Total 3367901 3114249
(` in 000rsquos)
Annual Report 2015 57
UNIWORTH
UNIWORTHLIMITED
Particulars 2014-15 2013-14Note 1) Amount dues to suppliers which are subject to
cnfirmation of the parties2) There are certain cases pending in appropriate
court regarding goods supplied by various creditors which are being disputed by the company Advance given to them will be adjusted once the cases are disposed off and settled
3) The Company has amounts due to suppliers under the MicroSmall and Medium Enterprises Development Act 2006 (MSMED Act) as at 31st Marchrsquo 2015 as under
The Principal amount and Interest due theeon remaining unpaid to any supplier as at the end of the year
138057 11343
The amount of Interest paid in terms of Section 16 along with the amount of the payment made to the supplier beyond the appointed day during the year
- -
The amount of interest due and payble for the period of delay payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under this Act
- -
The amount of Interest accrued and remaining unpaid at the end of the year
- -
The amount of Interest remaining due and payable even in the succeeding yearsuntil such date when the interest dues as above are actualy paid to the small enterprise
- -
The information has been given in respect of the vendors to the extent they could be identified as ldquoMicro and Smallrdquo enterprise on the basis of information available with the Unit of the Company
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Uniworth Limited58
UNIWORTH
UNIWORTHLIMITED
9 Other Current Liabilities
Particulars 2014-15 2013-14a) Current Maturities of Finance Lease Obligations
Lease Rent 551 138
b) Interest Accrued and Due on Borrowings Interest on Debenture 19695 19695
Interest on Term Loan 1203259 1139767
Interest on Working Capital Loan 5374179 4986011
Interest on ARCIL 609386 7206519 524930 6670403
c) Unpaid Debentures and Interest Accrued thereonOver due unpaid matued Debenture - Refer Note 4(a) 190060 190062
d) Other PayablesOver Due portion of long Term Debentures - Refer Note 4(b)
2987210 2946783
Contribution to PF and Other Funds 1683 1633
Salary Wages amp Bonus 8309 7643
Tax Deducted at Sources 1109 856
Taxes amp duties 11676 15055
Leagal amp Professional Expenses -
Audit Fees 266 266
Power amp Fuel 10430 8216
Rent 732 3205
Selling Commission 7272 14485
Claim amp Discount -
Excise Duty 864 852
Liability for Capital Goods 122954 131829
Miscellaneous Liabilities 17267 23620
Advance credit Balance - 994
Advance From Customer 11651 12270
Total 10578553 10028310
10 Short Term Provisions
Particulars 2014-15 2013-14Others 3729 2397
Total 3729 2397
Note Based on the past experience the company has provided ` 3729 lacs (previous year ` 2397 lacs) during the year as sales claim which the management thinks adquate to meet future claims
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Annual Report 2015 59
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS11 Fixed Assets
i) Tangible Assets
PARTICULARS GROSS BLOCK DEPRICIATION NET BLOCK
Cost as at1042014
Addition during the
year
Deductionadjustment during the
year
Cost as at31032015
Upto1042014
For theYear
Deductionadjustment during the
year
Upto31032015
As At31032015
As At31032014
Free Hold Land 9742 - - 9742 - - - 9742 9742
Lease Hold Land 2425 - - 2425 490 16 - 506 1919 1935
Building 257083 - - 257083 138784 8499 - 147283 109800 118299
Plant amp Machinery 1897145 43 - 1897188 1616282 32931 - 1649213 247975 280863
Electrical Installation 47248 12 - 47260 42515 444 - 42959 4301 4733
Vehicle 3673 - - 3673 3133 253 - 3386 287 540
Furniture amp Fixtures amp off Equip
23287 843 308 23822 18442 584 67 18959 4863 4845
Total 2240603 898 308 2241193 1819646 42727 - 1862306 378887 420957
Previous Year 2239559 1049 5 2240603 1776822 42824 - 1819646 420957 -
Capital Work In Progress
7774 - 2306 5468 - - - - 5468 7774
12 Non-Current Investments
Particulars 2014-15 2013-14a) Investments in Equity instruments
Bodies Corporate Quoted Fully Paid Upi) Joiprakash Associates Ltd
625 (Previos Year 625 Equity Sharers of ` 10- each) Equity Shares of ` 10- each
17 17
ii) Uniworth International Ltd527600 (Previous Year 527600 Equity Shares of ` 10- each) Equity Shares of ` 10- each
792 792
iii) Uniworth Textiles Ltd5687500 (Previous Year 5687500 Equity Shares of ` 10- each) Equity Shares of ` 10- each
17632 18440 17632 18440
Un-Quoted Fully Paid Upi) KDL Pharma Ltd
1500000 (Previous Year 1500000 Equity Shares of 10- each) Equity Shares of 10- each (Full amount Re1-)
ii) Uniworth Power Ltd900 (Previous Year 900 Equity Shares of ` 10- each) Equity Shares of ` 10- each
iii) Uniworth Apparal Ltd2075000 (Previous Year 2075000 Equity Shares of ` 10- each) Equity Shares of ` 10- each
2075 2075 2075 2075
Uniworth Limited60
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Particulars 2014-15 2013-14b) Investments in Debentures or Bonds
Indoworth India Ltd3000000 (Previous Year 3000000 Secured Zero Coupon Debenture of ` 100- each) Secured Zero Coupon Debentures of ` 100- each
300000 300000
c) Investments in Mutual FundsQuoted Fully Paid UpUnit Trust of India 5000 units of Master Equity Plan of ` 10- each(Previous Year 5000 units of ` 10 each)
50 50
320565 320565 Less Provission for diminution in value of Investments 20499 20499 Total 300067 300067 Aggregate value of Quoted Investment 18490 18490 Market value of Quoted Investment 17902 17821 Aggregate value of Un-Quoted Investment 302075 302075 Aggregate Provission for diminution in value of Investments
20499 20499
13 Long Term Loans and Advances
Particulars 2014-15 2013-14a) Security Deposits
Secured Considered Goods 114 114 With Govt Department 24002 21828 UnsecuredConsidered Goods 34501 58617 32032 53974
b) Other Loans and Advances Secured Considered GoodsTaxes amp duties paid under Protest 10786 9524 UnsecuredConsidered Goods 10193 20979 10114 19638 Total 79596 73612
14 Inventories
Particulars 2014-15 2013-14a) Raw Materials 50430 63007 b) Work in Progress 157654 143425 c) Finished Goods 117157 149351 d) Stores amp Spares 21729 29720 e) Waste Stock 16293 12675
Total 363263 398178
Note 1 Mode of valuation - Refer Accounting Policy Note-1(f)2 Finished Goods i) Value of ` 18438 Lacs lying with thrid party ii) Value of ` 11551 Lacs under seizer of the Excise Department for a storage of Stock with a third party
without obtaining permission of the Excise Department
Annual Report 2015 61
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS15 Trade Receivables
Particulars 2014-15 2013-14Sundry Debtors UnsecuredConsidered Goods Outstanding for a period exceeding six month 6406061 5885516 Other Debts 37011 6443072 157208 6042724 Doubtful Outstanding for a period exceeding six month 1644 1644 Less Provision for doubtful debts 1644 - 1644 - Total 6443072 6042724
Note 1) Trade Recievable includes ` 204121 Lacs due from a Company which has become sick and registered with
BIFR under the Sick Industrial Companies (Special Provisions) Act 1985 Quantum of amount considered doubtful is not ascertainable at this Stage Accordingly no provision has been made in the account in this regards
2) In respect of Sundry Debtors (including Domestic sales Debtors) adjustments are pending against supplies and other liabilities etc due to the buyers Managent is confident of recovering the balance after such adjustments pending approval from concerned regulatory authority
3) Certain Debtors are subject to Confirmation4) Trade Recievable includes i) ` 369789 Lacs representing overdue Export Bills outstanding for long against which the acompany has
obtained a decree for realizing the outstanding debts over a period of time ranging up to twenty years The company has also filed an appeal for reductionvariation of the period of time
ii) ` 2709712 lacs representing overdue Export Bills outstanding for long that will be set off against import liabilities claims and commission etc of the respective parties
iii) ` 99230 lacs representing overdue Export Bills outstanding for long against which the management has taken appropriate steps for its recovery
iv) ` 13162 Lacs represanting other trade recievables outstanding for long against which the management has taken appropriate steps for recovery According no provision gas been considered necessary at this stage
16 Cash and Cash Equivalent
Particulars 2014-15 2013-14a) Balances with Banks
In Current Account 20129 10096 Margin Money 4499 4499 Fixed Deposit with Bank 446 25074 3059 17654
b) Cash on hand 278 292 Total 25352 17946
Note 1) Balances with the Bank in Current Account include Debit balances in Current Account of ` 7914 Lacs which
are subject to receipt of confirmation because of restructuring being in progress2) Fixed Deposit lodged with Bank as margin for Guarantee ` 407 Lacs and with Sales Tax Authorities ` 039
Uniworth Limited62
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTSLacs
3) During the year one of the banker of the company Axis Bank Ltd under instructions from ARCIL has made debit freeze (freezing all withdrawals ) of all current account of the company maintained with them the balance of which as per books amounted to ` 6523 lacs as on 31st March 2015As per Confirmation Certificates obtained from the Bank total balance of all such Current Accounts works out to ` 426 lacs as on 31st March 2015 in absence of any details of the withdrawalsother transactions made from such Accounts necessary entries could not be made in the books of the company
4) During the year the company opened certain new Current Accounts with Banks (other than the bankers of the Company)
17 Short Term Loans and Advances
Particulars 2014-15 2013-14a) Loans and Advances to Related Parties
Unsecured Considered GoodUniworth Textiles Limited 126226 132487 Doubtful Uniworth Apparel Ltd 129316 129316 Less Provission for Doubtful Advance 129316 - 129316 -
b) Others Secured Considered Good UnsecuredConsidered Good Loans to Bodies Corporates 21680 21680 Interest Receivable 10417 10417 Advance to Suppliers 20707 16632 Vat Receivable Cenvat Rebate Recievable 9184 8635 TDS Receivable 3482 3045 Focus Market Recievable 1917 Excise Duty Advance ( PLA ) 14 Service Tax amp Ed Cess Receivable 634 2422 DEPB Receivable 6 6 Duty Draw Back Receivable 720 2085 CST Refund Claim Receivable - 477 ADVANCE FBT REFUNDABLE 67 67 Claims Receievable from Banks 68936 68936 Prepaid Expenses 1042 1169 Miscellaneous Advances 378446 517252 347375 482946 Doubtful Loans to Bodies Corporates 69065 69065 Less Provision for Doubtful Advance 69065 - 69065 - Total 643478 615433
Note
Annual Report 2015 63
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS1) Claim receivable of ` 68936 lacs due from various banks on account of excess interest charged by them in
earlier years are subject to confirmation No provision has been made there against2) Short Term Loans and Advances includes ` 132709 Lacs which have become sick and referred to BIFR under
the Sick Industrial Companies (Special Provisions) Act 1985 Quantum of amount considered doubtful is not ascertainable at this Stage Accordingly no provision has been made in the account in this regards
3) Advance includes ` 314473 Lacs due from a party which in opinion of the Management is considered t be fully recoverable
4) Advance includes ` 010 Lacs due from a director (Max Amount at any time during the year ` 108 Lacs)5) Certain Advances are subject to Confirmation
18 Other Current Assets
Particulars 2014-15 2013-14Transfer of Fixed Assets 594837 594837 Total 594837 594837
Note The adjustment of ` 594837 lacs pertaining to transfer of Fixed Assets of the company in earlier years under scheme of demerger is still pending and will be dealt in restructuring Scheme19 Contingent Liabilities and Commitments (To the extent not provided for)
i) Contingent Liabilities a) Claim against the company not acknowledged as
debt b) Guarantees 767629 767742 c) Other money for which the company is contingently
liable - Letter of Credit 9882 9882 - Arrear Dividend on 13 Non Convertible Cumulative Redeemable Preference Shares (Refer Note 2 (b)) 38224 38224 - Entry Tax 8858 8858 - Central Commercial Sale Tax Demands 20463 20463 - Excise Demands 104329 127129 - Interest on Lease rent 473 - TDS Demand Default 923 - Custom Demands 46922 25200 - Professional TaxLabour CasesWater Cess etc 985 981 - Electricity Duty 11545 242604 115450 346187 Total 1010233 1113929
Note 1) Claims Disputed liabilities not acknowledged as debtthe amount of which is not ascertained2) Gaurantees include Corporate Guarantees ` 7000 lacs ( Previous Year ` 7000 lacs) given by the Company
to financial Institutions and Banks for granting Term Loans and Working Capital Loans to certain Body Corporates
Uniworth Limited64
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS20 Other Income
2014-15 2013-14a) Interest Income (TDS ` 48052- PY ` 852437-) 2699 2299 b) Other Non - operating Income (Net) 31196 233014
Total 33895 235313
21 Cost of Materials Consumed
a) Raw Materials 652552 724694 Total 652552 724694
22 Change in Inventories
a) Closing StockFinished Goods 117157 149352 Work in Progress 157654 143425 Waste 16293 291104 12674 305451
b) Opening StockFinished Goods 149352 117114 Work in Progress 143425 167480 Waste 12674 305451 12558 297152 Total 14347 (8299)
23 Finance Cost
a) Interest Expense 536119 536116 Total 536119 536116
Notes 1 Interest provision on borrowing from some of the institutions and banks has been made in the accounts at
prevailingestimated rates on simple interest basis applicable on such loans The impact of compound interest Penal charges wherever applicable could not be ascertained Besides there is dispute between the Company and BankersCreditors over the issue of charging interest and payment to the BankersCreditors of interest and principal amountThe BankersCreditors have approached appropiate court of law for recovery of its due which is being defended by the Company
2 Pending restructuring interest provision on certain loansborrowings has not been made and impact of the same is not presently ascertainable
24 Other Expenses
Particulars 2014-15 2013-14Stores amp Spare parts Consumption 132265 105108 Rent 2281 1873 Rates amp Taxes 9476 4298 Insurance 1570 1074 Power amp Fuel 132683 107966 Repairs amp Maintanance 5228 5997 Bank Charges 388 484
Annual Report 2015 65
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Particulars 2014-15 2013-14Travelling amp Conveyance 8472 7678 Directors Fees 34 40 Payment to Auditors 310 316 Brokarage amp Commission 31788 21295 Legal and Professional Expense 11176 10551 Postage and Telegram 3528 2066 Stock Echange Listing Fees 171 - Sundry Balnces woff 152 - Freight amp Forwarding 8961 5847 Previous Year Adjustment 27401 2680 Net Loss on Foreign Currency Exchange - 94977 Miscellaneous Expenses 48422 34250 Total 424306 406500
25 Additional Information
1 (a) Employees Benefits Expense Salaries and Wages 121483 120642 Contribution to Providend Fund and Other Fund 18697 8540 Staff walfare Expense 10960 10601 Total 151140 139783
Note Salary and Wages includes payment to a whole time director remuneration (b) Depriciation and Amortizartion Expense
Tangible Assets 42727 42824 Intangible Assets - Total 42727 42824
(c) Payments to Auditors Audit Fees 225 225 Taxation Matter 30 30 Other Services 30 37 Reimbursement Of Expenses 25 24 Total 310 316
(d) Exceptional and Extra Ordinary Items i) Extra Ordinary Item Impairment of Capital Work in Progress 1639 1639 Total 1639 1639
(e) Prior Period Items Previous Year Adjustment 27401 2680 Total 27401 2680
Uniworth Limited66
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Particulars 2014-15 2013-14 Qty Value (`
In lacs) Qty Value (`
In lacs) 2 a) Raw Material consumption (Under Broad Head)
i) Scoured Wool Wool Top 395824 3288 394649 2810 ii) Polyester Tow Tops 352452 545 244445 340 iii) Silk Tops 237671 2605 236291 3993 iv) Others 118274 87 141371 104 Total 1104221 6526 1016756 7247
b) Goods Purchased under broad head 9521 333 241 3 Total 9521 333 241 3
3 Work In Progress under broad headWool Tops 93757 919 75885 577 Polyester Tops 32668 109 45001 113 Waste 6805 34 120 1 Acrylic tops - - 493 1 Others 24688 515 32767 742 Total 157918 1577 154266 1434
4 a) Value of imports calculated on CIF basis by the company during the financial year in respect of -I Raw Materials 1159 130998 II Componants and Spare Parts 16916 20704 III Capital Goods - 18075 - 151702
b) Expenditure in Foreign Currency during the financial yearI Travelling - 334 II Commission to Selling Agent 39926 9129 III Others - 516
c) Total value of Imported and Indigenous materials consumedI Raw Material
Imported 1487 144509 Indigenous 651065 652552 580185 724694 Total 652552 724694
II Spare Parts and ComponantsImported 9319 19606 Indigenous 122946 132265 85502 105108 Total 132265 105108
d) The amount remited during the year in foreign currency on account of dividends to Non- Resident Shareholders
Annual Report 2015 67
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
e) Earnings in Foreign ExchangeI Export of Goods calculated on FOB Basis 125682 77602 II Royalty Know-how Professional and
Consultation FeesIII Interest and DividendIV Other Income
Note Including deemed export ` 110538 lacs (Previous year ` 149115 lacs)26 Managing Whole Time Executive Directorsrsquo Remuneration
(` In Lacs) (` In Lacs) Salary 600 1056 Allowances 209 629 Perquisites 065 078 Total 874 1763
27 Related Party disclosure as required by AS ndash 18 ldquoRelated Party Disclosurerdquo are given below a) Relationship Associates Uniworth Textile Ltd Uniworth Power Ltd Uniworth Apparel Ltd Aviante International Ltd Key Management Personnel Mr S N Shenwai b) Transactions with Related parties (` in Lacs)
Associates2014-15 2013-14
Purchase of Goods Sales of Goods 111555 100613 Services Rendered Enjoyed 14237 3278 Payment made to the Key Management Pesonnel of an Associate - 834 Loans amp Advances -Given during the yr 15961 13839 -Received during yr 21362 17310 -Balance 310315 (including receivables) 425051 132488 Guarantee Given 700000 700000
c) Transactions with Key Managemnt Personnel
Loans amp Advances Given During the year - 430 Received during the year 098 - Balance as on 31032015 010 430
d) Balance of ` 425051 lacs with Uniworth Textiles Limited (Related Party) as at 31st March 2015 is under reconciliation
Uniworth Limited68
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS28 Based on the guiding principles given in Accounting Standards on ldquoSegment Reportingrdquo (AS-17) the Companyrsquos
primary business segment is Wool and Silk business
Segment wise Revenue Results and Capital Employed under Clause 41 of the Listing Agreement for the year ended 31st March 2015
(` In Lacs) (` In Lacs)
2014-15 2013-14 A Primary Segment
a) Segment Revenue (Net SalesIncome) i) Segment ndash Wool 766964 595091 ii) Segment ndash Silk 590799 560884 iii) Others
1357763 1155975 Less Inter-Segment Revenue ndash ndash Net SalesIncome from Operations 1357763 1155975
b) Segment Results Profit (+)Loss ( - ) ( Before Tax and Interest from each Segment)
Segment ndash Wool 6514 36524 Segment ndash Silk 66739 48950 Others
73253 85474 Less Interest (Net) 536119 536117 Add Other Un-allocable income net of un-allocable expenditure
(1639) (1639)
Total Profit(Loss) before Tax (464505) (452282)
c) Net Segment Assets (Segment Assets less Segment Liabilities) Segment Assets Segment Liabilities
2014-15 2013-14 2014-15 2013-14 i) Segment ndash Wool 77801 74360 80802 77361 ii) Segment ndash Silk 7538 7387 7538 7387 iii) Others iv) Unallocable assets amp liabilities 3001 3001 ndash ndash
Total 88340 84748 88340 84748
Net Segment Assets 2014-15 2013-14
(3001) (3001) ndash ndash ndash ndash
3001 3001 ndash ndash
(` in 000rsquos)
Annual Report 2015 69
UNIWORTH
UNIWORTHLIMITED
d) Capital Expenditure (including Capital work in progress amp Depreciation) Capital Expenditure Depreciation
2014-15 2013-14 2014-15 2013-14 Segment ndash Wool 9 10 390 390 Segment ndash Silk ndash 1 37 38 Others Total 9 11 427 428
B) Secondary Segment Segment ndash Wool Segment ndash Silk
Geographical Distribution of Segment Revenues
2014-15 2013-14 2014-15 2013-14
India 6243 5190 5908 5609 Outside India 1427 761 - - Total 7670 5951 5908 5609
29 Employee benefits (Revised Accounting Standard 15)
a) Defined Contribution Plan
The company makes contribution towards Provident Fund and ESIC to a defined contribution retirement benefit plan for qualifying employees
The Provident Fund plan is operated partly by RegionalProvident Fund Commissioners and partly by an independent Trust ESIC by Government agencies Under the said schemes the company is required to contribute a specific percentage of pay roll costs in respect of eligible employees to the retirement benefit scheme to fund the benefits
During the year the company has recognised ` 6405 lacs for Provident fund contribution Rs 1898 lacs for ESIC The Contribution payable to these plans by the Company is at the rates specified in the rules of the scheme
b) Defined Benefit Plans
i) The plan provides for a lump sum payment to vested employees upon retirement death while in employment or on termination of employment of an amount equivalent to 15 days basic salary payable for each completed year of service Vesting occurs upon completion of five years of continuous service
ii) The employees of the company are eligible for encashment of leave upon retirement up to 30 days for each year (Maximum 120 days) Leave is accounted for on accrual basis
NOTES TO THE FINANCIAL STATEMENTS (` in 000rsquos)
Uniworth Limited70
UNIWORTH
UNIWORTHLIMITED
(` in Lacs)
Gratuity(Infunded)
31-03-15 31-03-14A Expenses recognised in the Statement of Profit amp Loss Account for
the year ended 31032015 i) Current Service Cost 1492 852 ii) Interest Cost 2407 1949 iii) Expected return on planned Assets - - iv) Actuarial (gain)loss 4798 5358 v) Past Service Cost vi) Effect of any curtailment settlement vii) Unrecognised defined benefit Plan viii) Expenses recognised in the Profit amp Loss Ac 8697 8159
B Net (Asset) Liabilities recognised in the Balance sheet as at 31st March 2015 i) Present Benefit of defined benefit Obligation 37826 30089 ii) Fair Value of planned Asset iii) Net (Asset) Liabilities recognised in the Balance sheet 37826 30089
C Changes in the Present value of defined benefit obligation during the year ended 31st March 2015 i) Present Value of defined benefit obligation as at 1st April 2014 30089 22931 ii) Current Service Cost 1492 852 iii) Interest Cost 2407 1949 iv) Actuarial (gain)loss 4798 5358 v) Benefit Paid (960) (1001)
Present value obligation as at 31st March 2015 37826 30089 D Principal Actuarial Assumption Used
Discount rates as at 31st March 2015 800 850Expected Return on Planned Asset NA NA Expected Salary Increase rate 600 600Mortality Rate LIC
(2006-08) (Mortality
Table)
LIC (1994-95) (Mortality
Table)
E Reconciliation of Net Assets Liability recognized in the Balance Sheet as on 31st March 2015 Net Assets (Liability) recognized in the Balance Sheet as at 31st March 2014
30089 22919
Employerrsquos Expenses 8697 8171 Employerrsquos contributions (960) (1001)Net Assets Liability) recognized in Balance Sheet as on 310315 37826 30089 Note Above information have been compiled on the basis of certificate issued by the Actuaries
Annual Report 2015 71
UNIWORTH
UNIWORTHLIMITED
30 With the introduction of the companies Act 2013 with effect from 1st Arpil 2014 adoption of Schedule - II of the said Act regarding calculation of depreciation based on estimated Useful Life of each tangible asset has become mandatory from that date However as the companyrsquos Fixed Assets Register has not yet been fully updated with regard to estimated useful life of each asset calculation of depreciation as per schedule -II could not be made by Company during the year This tantamount to non- compliance of mandatory requirements of the Companies Act 2013 read with Accounting Standard (AS) 6 Depreciation Accounting Effect of such non-compliance on the Financial Statements of the Company is not presently ascertainable
31 The Company has not recognized Deferred Tax Assets (Net) as per Accounting Standard ndash 22 regarding ldquoAccounting for Taxationrdquo estimation of future in view of consistent losses and of uncertainty regarding Profit with reasonable certainty
32 Certain Banks and Financial Institutions have taken legal recourse for recovery of their dues from the companyLoans and Advances includes Rs 150 lacs deposited with the Banks in the name of advocates on record for both parties as per order of Honrsquoble Kolkata High Court in case of litigation with the Bank
33 Due to non-completion of certain technical formalities certain borrowing facilitieswhich were to be transferred to a body corporate pursuant to the original scheme of restructuring could not be made
34 The company has applied from time to time to The Reserve Bank of India for extension set off of certain over- due bills approval of which is still awaited
35 In preparation of these Accounts cognizance has not been taken by the Company of a Debit Note sent by a body corporate in an earlier year indicating the unilateral transfer back by the said body corporate of all the assets which were transferred to them on 01042000 together with all existing and underlying securitiescharges as part of the restructuring scheme formulated by ICICI in view of the various judicial proceedings pending at this juncture However the Company has been legally advised to deal with the above transfer back only after final disposal of the process of adjudication by the Court
36 Export obligation for the assets acquiredtaken on lease without payment of applicable duties lies with the Company under the provisions of the Exim Policy (Amount unascertained)
37 Discounts commission amp other selling expenses include commission Rs 23591 lacs (Pr year Rs 13381 Lacs)
38 Claims had been filed against the Compamy by a body corporate amounting to Rs 21625 Lacs for non fulfillment of certain clauses of an agreement relating to transfer of Nagpur Unit to them in respect this we are unable to express our opinion on liablities that may arise eventualy on finalistion of suit
39 Earning Per Shares (Rs in 000rsquos)
2014-15 2013-14a) Net Profit(Loss) after tax available for equity shareholders (464505) (452282)b) Weighted average number of Basic Equity Shares of Rs10- each
outstanding during the year (Noof shares) 33986243 33986243
c) Weighted average number of Diluted Equity Shares of Rs10- each outstanding during the year (Noof shares)
33986243 33986243
d) Basic Earning Per Shares (Rs) ab (1367) (1331)e) Diluted Earning Per Shares (Rs) ac (1367) (1331)
Uniworth Limited72
UNIWORTH
UNIWORTHLIMITED
40 The previous yearrsquos figures have been reworked regrouped rearranged and reclassified wherever necessary and practicable Amounts and other disclosures for the preceding year are included as an integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Annual Report 2015 73
UNIWORTH
UNIWORTHLIMITED
If undelivered please return to UNIWORTH LIMITEDlsquoGreen Acresrsquo2 Nazar Ali Lane Flat - 4AKolkata - 700 019
UNIWORTH LIMITED CIN L17299WB1988PLC044984
Registered Office Green Acres 2 Nazar Ali Lane Flat-4AKolkata ndash 700 019 Telephone (033) 4006 1301 Email uniworthlimitedgmailcom
ELECTRONIC VOTING PARTICULARS
EVEN (Electronic Voting Event Number) User ID Password
Note Please read the instructions printed in the Notes of the Notice of AGM before exercising the vote
ATTENDANCE SLIP IWe hereby record myour presence at the 27th Annual General Meeting of the Company held on Tuesday September 29 2015 at 1030 AM at Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046
Folio NoDP ID amp Client ID Share Holding Serial No Name Name(s) of Joint Holder(s) if any
Address
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip Proxyrsquos Name in Block Letters MemberrsquosProxyrsquos Signature Note Please bring the Attendance Slip duly signed to the meeting and hand it over at the Entrance of the Meeting Hall UNIWORTH LIMITED PROXY FORM MGT-11
CIN L17299WB1988PLC044984 Registered Office Green Acres 2 Nazar Ali Lane Flat-4AKolkata ndash 700 019 Telephone (033) 4006 1301 Email uniworthlimitedgmailcom
[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies (Management and Administration) Rules 2014]
Name of the Member(s) Registered Address E-mail ID Folio NoDP ID amp Client ID IWe being the Member(s) of Uniworth Limited holdinghelliphelliphelliphelliphelliphelliphelliphelliphelliphellipEquity Shares of the above named Company hereby appoint
1) Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipAddresshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipE-mail ID helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip or failing himher
2) Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipAddresshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipE-mail ID helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip or failing himher
3) Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipAddresshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipE-mail ID helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip or failing himher
as myour Proxy to attend and vote (on a poll) for meus and on myour behalf at the 23rd Annual General Meeting of the Company to be held on Tuesday September 29 2015 at 1030 AM at Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046 at any adjournment thereof in respect of following resolutions
S No Resolutions
Ordinary Business
1 Adoption of Audited Financial Statements of the Company for Financial Year ended 31st March 2015 Reports of the Board of Directors and Auditors thereon
2 Re-appointment of Mr S N Shenwai (DIN 01716415) who retires by rotation
3 Appointment of Auditors and to fix their remuneration
Special Business
4 Appointment of Mr Tara Chand Jain (DIN 07144151) as an Additional Director
5 Appointment of Mr K Jhunjhunwala (DIN 00035091) as an Independent Director
6 Appointment of Mrs Silpi Chakraborty ( DIN 06923695) as an Independent Director
Signed this helliphelliphelliphellipday of helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip2015 Signature of Shareholder(s)helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature of Proxyholder(s)helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip
Notes 1 This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the AGM
2 For the Resolutions Explanatory Statement and Notes please refer to the Notice of Annual General Meeting of the Company 3 A proxy need not be a member of the Company
Affix Revenue Stamp
i
FORMB
Format of covering letter of the Annual Audit Report to be filed with the Stock Exchange
1 I Name of the Company Uniworth Limited
2 I Annual Financial Statements for the Year 31st March 2015 ended
3 I Type of Audit Qualification 1 Footnote (i) to Note No 23 regarding interest bull provision on borrowings from some of the institutions and banks which has been made in
the financial statements under simple interest method at the prevailing estimated rates applicable on such loans in absence of relevant documentsconfirmations as a result of which impact of compound interestpenal charges wherever applicable having not been ascertained as well as the note therein regarding the matter of dispute between the Company and the BankersCreditors in connection with charging of interest payment and payment of principal
2 Footnote No (ii) to Note No 23 regarding nonshyprovision of Interest on certain loans and the impact of the non-provision is not presently ascertainable
3 Footnote No 4 (i) (ii) and (iii) of Note No 15 regarding overdue Export Bills amounting to Rs 3178731 lacs outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
4 Footnote 1 of 17 regarding Claims Receivable amounting to Rs 68936 lacsdue from various banks outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
5 Footnote 3 of Note No 17 regarding advance of Rs 314473 lacs due from certain parties which in our opinion are considered doubtful of recovery against which adequate provision has not been made
6 Footnote 3 of Note No 16 relating to nonshyaccounting of withdrawals other transactions from certain Bank accounts during the year due
to rpasons stated on the said Note 16 (3) 7 Note No 30 regarding nun-compliance or
Accounting Standard (AS) 6 Depreciation Accounting due to non-adoption of Schedule - II of the Companies Act 2013 and also nonshycompliance of mandatory Accounting Policy for Depreciation required to be followed by the Company due to reasons stated in the said Note
8 In absence of any workings for impairment of assets as per Accounting Standard (AS) 28 Impairment of Assets the impact of such impairment is not ascertainable
9 Non-provision I non-compliance of Items indicated in (1) to (8) above constitute a departure from the Accounting Standards referred to in Section 133 of the Act Without considering Item Nos (1) (2) (6) (7) and (8) above whose impact on the Companys Statement of Profit and Loss is presently nonshyascertainable had the provisions indicatprI in Item Nos (3) to (5) been made (i) the Loss for the year would have increased by Rs 3562140 lacs
(ii) Trade Receivables would have decreased by Rs 3178731 lacs
(iii) Shott Term Loans and Advances would decreased by Rs 383409 lacs
(iv) The Shareholders Fund would have been lower by Rs 3562140 lacs
In our opinion and to the best of our information and according to the explanations given to us except for the like effects of the matters described in the Basis for Qualified Opinion paragraph above the aforesaid Financial Statements give the information required by the Act in the manner so required and give a true and
fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2015 and its loss and its cash flows for the year ended on that date
We draw your attention to the following matters in the Notes to the Financial Statements
1 Following Notes to the Financial Statements describe the uncertainty related to the outcome of the lawsuits lother legal matters and matters under settlements indicated therein
~~-~ or ~r gt
~~I(J~ IOfl1)
I (a)Footnote (2) to Note No4 regarding legal issues
following securitization of Secured Loans as stated in the said Note
(b)Footnote (2) of Note No 15 regarding pending adjustments of Sundry Debtors against supplies and other liabilities etc due to the buyers In absence of final settlement with the parties and non-receipt of necessary approval from concerned regulatory authority extent of the amount of adjustments so required could not be ascertained
(c) Footnote to Note No 6 regarding estimated amount of Rs 872228 lacs provided during the year 2002-03 as sales claims and commissions relating to earlier years from overseas customers of the Company which is pending for final settlement Necessary adjustments for such claims and commissions will be made after final settlement and obtaining necessary approval frommiddot the concerned regulatory authority
(d)Footnote 1 of Note No 15 and Footnote 2 of Note No 17 regarding Debtors and Advances amounting to Rs 145362 lacs and Rs 138719 lacs respectively relating to Companies which have become Sick and referred to BIFR under the Sick Industrial Companies (Special Provisions) Act 1985 As the rehabilitation scheme of these companies are pending finalisation the amount of provision if any which may be required remain unascertainable
(eNote No 32 regarding legal recourse taken by certain banks and financial institutions for recovery of their dues and the matter is sub-judice as stated in the said Note
(f) Note No 33 regarding non-compliance of certain technical formalities due to which transfer of certain borrowing facilities to a body corporate could not be made
(g)Note No 34 regarding applications made by the Company with the Reserve Bank of India from time to time for extension I setting off of certain overdue bills
(h)Note No 35 regarding Debit Note sent by a body corporate in an earlier year for unilateral transfer back of all assets not taken into cognizance by the Company in preparing these Financial Statements as stated in the said Note
~o(r_~-~ _( l~ I ))() C
Jflt ~
(i) Note No 38 regarding claims filed by a body mrporate for Rs 21625 lacs for non-fulfilment of clauses of the agrppment relating to transfer of Ilagpur Unit to them outcome of which would eventually arise on finallsation of suit
(j) tvlatters disclosed in Note No 19 relating to Entry Tax CentralCommercial Sales Tax Demands Customs Demands Professional TaxLabour casesWater Cess Electricity Duty etc disclosed under Contingent Liabilities which are contested by the Company and pending before various forums authorities for final decisions
2 Note No 4 (Footnote 4) Note No 7 (Footnote) and Note No 16 (Footnote 1) to the financial statements regarding non-receipt of confirmations in respect of borrowings from banksFinancial Institutions and also debit balances in certain current accounts with banks due to restructuring being in progress book balances thereof have been relied upon
3 Note No 27 (d) regarding balance with a related party under reconciliation
4 Footnote 2 amp 3 of Note No 4 to the financial statements regarding preparation of these financial statements on Going Concern basis for the reasons stated therein as also the fact that the Company has accumulated losses and its net worth has been fully eroded Further the Company has incurred net loss during the current and previous years and the Companys current liabilities exceeded its current assets as at the Balance Sheet date These conditions along with other matters set forth in Notes to Financial Statements indicate the existence of a material uncertainty that may cast significant doubt about the Companys ability to continue as a going concern
Our opinion is not modified in respect of these matters
Frequency of Qualification I Yearly Draw attention to relevant notes in the IThe Company has adequate system of internal Annual Financial statements and
4
controls to ensure that all assets are safeguarded and I
protected against loss and that all transactions are in the Directors Report management response to the qualification
authorized recorded and reported correctly TIle systems are designed to support the reliability of the financial and other records for preparing financial statements and other data The Statutory Auditors also discuss their comments and findings with the management as well as with the audit committee
The Company has also regularly placed before the Board Internal Audit Reports FinanCial Results with Provisional Balance Sheets Performance Review Report of various Units together with Executive Summary Current Workings and all Current matters of commercial importance and various other information as generally required under the various Stock Exchange listing Agreements
The Audit Committee reviews the efficacy of the Audit Committee chair I Additional comments from the Board
internal control mechanism and monitors the risk management policies adopted by the Company The Committee also reviews the report furnished by the internal and Statutory Auditors and ensures that suitable follow up actions are taken Besides the Committee also examines accounting taxation and disclosure aspects of all significant transactions
5 I To be signed by-CEO Managing Director FOfun~ExecutiveWhole-time Director
SIs~i Executive Director
For Uniworth Ltd
~ CFO A K Ladia
For S S Kothari amp Co Chartered Ac~ntants (ReJlistratittJo 302034E)
For Uniworth Limited
Audit Committee Chairman ~
A
- Uniworth Limited AR 2015pdf
- Attendance Slip _UL_pdf
-
Annual Report 2015 3
UNIWORTH
UNIWORTHLIMITED
x Upon confirmation the message ldquoVote cast successfullyrdquo will be displayed
xi Once you have voted on the resolution you will not be allowed to modify your vote
xii Institutional shareholders (ie other than individuals HUF NRI etc) are required to send scanned copy (PDFJPG Format) of the relevant Board Resolution Authority letter etc together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote to the Scrutinizer through e-mail uniworthscrutinizergmailcom with a copy marked to evotingnsdlcoin
B In case a member receives physical copy of the Notice of AGM [for members whose email IDs are not registered with the CompanyDepository Participants (s) or requesting physical copy]
a E-voting particulars as mentioned below including initial password are provided in the Attendance Slip which is an Annexure to the Notice for E-voting
EVEN (E-Voting Event Number) USER ID PASSWORD b Please follow all the steps from Sl No (ii) to (xii) above to cast vote
II Members who do not have any access to e-voting may requisite a Physical Ballot Form from the Office of the Registrars amp Share Transfer Agents of the Company Members are required to fill the Physical Ballot Form and enclose it in a Sealed Envelope and send it ldquoTo The Scrutinizer Mr Kamal Kumar Sanganeria (Unit Uniworth Limited) Co C B Management Services Private Limited P-22 Bondel Road Kolkata ndash 700 019rdquo Unsignedwrongly signed incomplete or incorrectly ticked forms shall be rejected The Scrutinizerrsquos decision on the validity of the form will be final Members are required to vote either through the electronic system or through physical ballot and not in any other mode In the event of Members casting votes through both the processes the votes in the electronic system will be considered only The Physical Ballot Form must be received by the Scrutinizer on or before September 29 2015
III In case of any queries you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the Downloads section of https wwwevotingnsdlcom or call on Toll Free No 1800222990
IV If you are already registered with NSDL for e-voting then you can use your existing user ID and password for casting your vote
V You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s)
VI The e-voting period commences on September 26 2015 (900 am) and ends on September 28 2015 (500 pm) During this period shareholdersrsquo of the Company holding shares either in physical form or in dematerialized form as on the cut-off date of September 22 2015 may cast their vote electronically The e-voting module shall be disabled by NSDL for voting thereafter Once the vote on a resolution is cast by the shareholder the shareholder shall not be allowed to change it subsequently
VII The voting rights of Shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on September 29 2015
VIII Any person who acquires shares of the company and becomes a Member of the Company after the dispatch of the AGM Notice and holds shares as on the cut off date ie September 22 2015 may obtain the login id and password by sending a request at evotingnsdlcoin However if you are already registered with NSDL for E-voting then you can use your existing User Id and password for casting your vote If you have forgotten your password you may reset your password by using ldquoforgot User DetailsPasswordrdquo option available on httpswwwevotingnsdlcom
IX Members who have cast their vote by E-voting prior to the Annual General Meeting may also attend the Meeting but shall not be entitled to vote again at the AGM
X Shri Kamal Kumar Sanganeria (Membership No FCS 2643) practicing company secretary and proprietor of K K Sanganeria amp Associates Kolkata has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner
Uniworth Limited4
UNIWORTH
UNIWORTHLIMITED
XI The Scrutinizer shall after the conclusion of voting at the general meeting will first count the votes cast at the meeting and thereafter unblock the votes cast through e-voting in the presence of at least two witnesses not in the employment of the Company and shall make not later than three days of the conclusion of the AGM a consolidated scrutinizerrsquos report of the total votes cast in favour or against if any to the Chairman or a person authorized by him in writing who shall countersign the same and declare the result of the voting forthwith
XII The Results declared along with the Scrutinizerrsquos Report shall be placed on the Companyrsquos website wwwuniworthcom and on the website of NSDL wwwevotingnsdlcom immediately after the declaration of result by the chairman or a person authorized by him in writing The results shall also be immediately communicated to the Calcutta Stock Exchange Limited and BSE Limited
g) MembersProxies should bring the Attendance Slip duly filled in for attending the Meeting
MEMBERS ARE REQUESTED TO BRING THEIR COPIES OF THE ANNUAL REPORT TO THE MEETING
ANNEXURE TO THE NOTICE
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013 IN RESPECT OF SPECIAL BUSINESS
Item No 4Mr Tara Chand Jain who was appointed as an Additional Director of the Company with effect from 31st March 2015 in terms of Section 161 of the Companies Act 2013 and Article 98 of the Article of Association of the Company vacates his office at this Annual General Meeting A notice under Section 160 of the Companies Act 2013 alongwith requisite deposit has been received by the Company from a member proposing the appointment of Mr Tara Chand Jain as a Director of the Company liable to retire by rotationThe proposed resolution is recommended for adoption None of the DirectorsKey Managerial Personnel of the Company and their relatives is concerned or interested financially or otherwise except Mr Tara Chand Jain is concerned andor interested in the aforesaid resolutionItem No 5Mr K Jhunjhunwala is a Non-Executive Independent Director of the Company He joined the Board of Directors of the Company on 31st December 2004 and continues to hold the said office since then Mr Jhunjhunwala is a Qualified Chartered Accountant having wide experience in Accounts Finance Legal and Management He is also a Director in Mercury Fund Management Company Ltd Discovery Infoways Ltd Discovery Institute of Information Technology Ltd Prudential Sugar Corporation Ltd Ami Computers (India) Ltd Sumerai Exports Pvt Ltd Ami Capital Markets Ltd W Newman amp Co Ltd Winner Vanijya Pvt Ltd Deccan Remedies LtdKejriwal Trading Co Ltd Prarambh Vidyangan Pvt Ltd Rishab Tradecomm Pvt Ltd Dynamic Dealtrade Pvt Ltd Maninag Tradelink Pvt Ltd Goldview Properties Pvt Ltd and Growmore Infrastructure Pvt LtdHe does not hold either directly or indirectly any Equity Shares of the CompanyMr Jhunjhunwala is Director whose period of office is liable to determination by retirement of directors by rotation under the erstwhile applicable provisions of the Companies Act 1956 In terms of Section 149 and other applicable provisions of the Companies Act 2013 Mr Jhunjhunwala being eligible and offering himself for appointment is proposed to be appointed as an Independent Director for a tenure of five consecutive years upto 31st March 2020 A notice has been received from a member proposing Mr Jhunjhunwala as a candidate for the office of Director of the CompanyIn the opinion of the Board Mr Jhunjhunwala fulfils the conditions specified in the Companies Act 2013 and rules made thereunder for his appointment as an Independent Director of the company and is independent of the management Copy of the draft letter for appointment of Mr Jhunjhunwala as an Independent Director would be available for inspection without any fee by the members at the Registered Office of the Company during normal business hours on any working day excluding SaturdayThe Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Mr Jhunjhunwala as an Independent Director Accordingly the Board recommends
Annual Report 2015 5
UNIWORTH
UNIWORTHLIMITED
the resolution for your approvalExcept Mr Jhunjhunwala being an appointee none of the DirectorsKey Managerial Personnel of the Company and their relatives is concerned or interested financially or otherwise in the resolution set out at item No 5 This Explanatory Statement may also be regarded as a disclosure under Clause 49 of the Listing agreement with the Stock ExchangeItem No 6Mrs Silpi Chakraborty is a Non-Executive Independent Director of the Company She joined the Board of Directors of the Company on 14th July 2014 and continues to hold the said office since then She does not hold Directorship of any other Company and Membership of Committees of the Board of any other CompanyMrs Silpi Chakraborty is senior professional having wide exposure and experience in various affairs of Secretarial Management and Administration In terms of Section 149 and other applicable provisions of the Companies Act 2013 Mrs Silpi Chakraborty being eligible and offering herself for appointment is proposed to be appointed as an Independent Director for a tenure of five consecutive years upto 31st March 2020 A notice has been received from a member proposing Mrs Silpi Chakraborty as a candidate for the office of Director of the CompanyShe also holds 700 Equity Shares of the CompanyIn the opinion of the Board Mrs Silpi Chakraborty fulfils the conditions specified in the Companies Act 2013 and rules made thereunder for her appointment as an Independent Director of the company and is independent of the management Copy of the draft letter for appointment of Mrs Silpi Chakraborty as an Independent Director would be available for inspection without any fee by the members at the Registered Office of the Company during normal business hours on any working day excluding SaturdayThe Board considers that her continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Mrs Silpi Chakraborty as an Independent Director Accordingly the Board recommends the resolution for your approvalExcept Mrs Silpi Chakraborty being an appointee none of the DirectorsKey Managerial Personnel of the Company and their relatives is concerned or interested financially or otherwise in the resolution set out at item No 6 This Explanatory Statement may also be regarded as a disclosure under Clause 49 of the Listing agreement with the Stock ExchangeParticulars relating to Directors seeking appointment re-appointment pursuant to Clause 49(VIII)(E)(1) of the Listing AgreementMr Tara Chand Jain Mr Tara Chand Jain is professional having wide exposure and experience in Accounts and Finance He was appointed as an Additional Director of the Company on 31032015 He does not hold Directorship of any other Company and Membership of Committees of the Board of any other Company He also does not hold either directly or indirectly any Equity Shares of the CompanyMr K Jhunjhunwala Mr K Jhunjhunwala is a Qualified Chartered Accountant having wide experience in Accounts Finance Legal and Management He was appointed as a Director of the Company on 31122004 and continues to hold the said office since then He is also a Director of Mercury Fund Management Company Ltd Discovery Infoways Ltd Discovery Institute of Information Technology Ltd Prudential Sugar Corporation Ltd Ami Computers (India) Ltd Sumerai Exports Pvt Ltd Ami Capital Markets Ltd W Newman amp Co Ltd Winner Vanijya Pvt Ltd Deccan Remedies Ltd Kejriwal Trading Co Ltd Prarambh Vidyangan Pvt Ltd Rishab Tradecomm Pvt Ltd Dynamic Dealtrade Pvt Ltd Maninag Tradelink Pvt Ltd Goldview Properties Pvt Ltd and Growmore Infrastructure Pvt Ltd He holds in some companies membership of committees of the Board He also does not hold either directly or indirectly any Equity Shares of the CompanyMrs Silpi Chakraborty Mrs Silpi Chakraborty is senior professional having wide exposure and experience in various affairs of Secretarial Management and also in Project Management and Administration She was appointed as a Director of the Company on 14072014 and continues to hold the said office since then She does not hold Directorship of any other Company and Membership of Committees of the Board of any other Company She also holds 700 Equity Shares of the Company
Uniworth Limited6
UNIWORTH
UNIWORTHLIMITED
GREEN INITIATIVES ndash on sending Annual Report and Accounts to the members of the Company through electronic mode
This initiative is pursuant to two Circulars bearing nos 172011 and 182011 dated 21st April 2011 and 29th April 2011 respectively issued by the Ministry of Corporate Affairs Govt of India
Under the aforesaid Circulars service of documents including Annual Reports and Accounts upon the shareholders through e-mail ndash shall be in compliance with Section 20 of the Companies Act 2013
The Shareholders (whether holding shares in physical or electronic mode) who are interested to receive soft copy of the Annual Reports and Accounts of the Company on and from the year ie 2011-12 are requested to register their respective e-mail ids at the web-page of our Registrar amp Share Transfer Agent C B Management Services (P) Ltd at wwwcbmslcomgreenphp
Mr S N ShenwaiMr S N Shenwai has long association with the Company with multi-functional experience in Textiles Industry in Accounts Projects and Commercial Functions He does not hold Directorship of any other Company and Membership of Committees of the Board of any other Company He also does not hold either directly or indirectly any Equity Shares of the Company
Registered Office By Order of the Board ldquoGREEN ACRESrdquo2 Nazar Ali Lane Flat-4AKolkata ndash 700 019 S N ShenwaiDate 12th August 2015 Executive Director
Annual Report 2015 7
UNIWORTH
UNIWORTHLIMITED
Your Directors have pleasure in presenting their 27th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March 2015
FINANCIAL HIGHLIGHTS
During the year under review performance of your company is as under
Particulars 31st March 2015 (Rs in Lacs)
31st March 2014(Rs in Lacs)
Total Income 1391658 1391288Profit(Loss) before Interest and Depreciation Before prior period adjustment 143381 132028Previous year adjustments amp Extra Ordinary Items 29040 5370Profit (Loss) before Interest and Depreciation 114341 126658Less Interest for the year 536119 536116Profit (Loss) before Depreciation (421778) (409458)Less Depreciation 42727 42824Profit (Loss) before Tax (464505) (452282)Less Provision for taxation ndash ndashProfit (Loss) after Tax for the year (464505) (452282)Add Balance Brought Forward from the Previous year (9585820) (9133538)Profit(Loss) carried to Balance Sheet (10050325) (9585820)
STATE OF COMPANYrsquoS AFFAIRS AND FUTURE OUTLOOK During the year under review total revenue remained almost at same level to Rs 13917 crores as against Rs 13913 crores in the previous year There was a cash profit to the tune of Rs 1434 crores as against Rs 1320 crores before interest and Depreciation in the previous year Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources
BUSINESS OUTLOOK Demand for textile products have been on the fall for the higher end products like wool rich products due to global recession and have been the reason for not so encouraging top line Coupled with this sporadic fiscal instability in certain global markets was a cause of concern Although the demand for the same has started showing some improving trends and hence the company is optimistic and continuing its vigorous efforts in domestic as well as in foreign market
PROCESS OF RESTRUCTURING Under the provisions of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) ARCIL had taken over possession of the secured assets of the Companyrsquos plants and appointed Indoworth India Limited as the Custodian of such assets The Companyrsquos business continued throughout the year as usual However the matter is subjudice in various suits before the Calcutta High Court and other Forums and necessary adjustments in the financial statements if required would be made upon final adjudication of proceedings The matter is subjudice and writ petition is pending before the Honrsquoble High Court Calcutta
MATERIAL CHANGE AND COMMITMENTS AFTER THE BALANCE SHEET DATEThere have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of this report
DIVIDEND In view of huge accumulated losses the Directors regret their inability to recommend any dividend for the Financial Year 2014-15
DIRECTORSrsquo REPORT TO THE MEMBERS
Uniworth Limited8
UNIWORTH
UNIWORTHLIMITED
DEPOSITS
The Company has neither invited nor accepted deposits from the public within the meaning of Section 73 of the Companies Act 2013 and the rules made there under
DIRECTORSrsquo RESPONSIBILITY STATEMENT
In compliance of Section 134 (5) of the Companies Act 2013 your Directors state as follows
a) That in the preparation of accounts applicable accounting standards have been followed and there are no material departures
b) That appropriate accounting policies have been selected and applied consistently with reasonable and prudent judgements and estimates so as to give true and fair view of the state of affairs of the Company
c) That proper and sufficient care have been taken for the maintenance of adequate accounting records for safeguarding assets and for preventing fraud and other irregularities
d) That the Annual Accounts have been prepared on a going concern basis
e) That internal financial controls had been laid down and are adequate and operating effectively
f) That proper systems had been devised to ensure compliance with the provision of all applicable laws and such systems are adequate and operating effectively
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr S N Shenwai (DIN 01716415) retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment
Since the last Annual General Meeting Mr Tara Chand Jain (DIN 07144151) has been appointed as Additional Director of the Company wef 31032015 Appropriate Resolution seeking your approval for his appointment is appearing in the Notice convening the Annual General Meeting
DECLARATION FROM INDEPENDENT DIRECTOR
The Independent Directors has submitted their Disclosures to the Board that they fulfill all the requirements as stipulated under section 149 (6) of the Companies Act 2013 so as to qualify themselves to be appointed as Independent Directors
PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186
Details of Loans Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013 forms part of the Financial Statements
TRANSACTION WITH RELATED PARTY
Related party transactions that were entered during the financial year were on armrsquos length basis and in the ordinary course of business There were no materially significant related party transactions which were in conflict of the Company
AMOUNTS TRANSFERRED TO RESERVES
In view of huge accumulated losses the Directors regret their inability to recommend any amount to be transferred to reserves for the Financial Year 2014-15
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The details pertaining to conservation of energy technology absorption foreign exchange earnings and outgo are provided as Annexure I which forms part of this report
RISK MANAGEMENT
A comprehensive risk management policy for the purpose of management policy in the Company for periodical review by the Board of Directors is in place In addition Risk Management issues are generally discussed in the Audit Committee
Annual Report 2015 9
UNIWORTH
UNIWORTHLIMITED
CORPORATE SOCIAL RESPONSIBILITIES
The provisions of Section 135 of the Act in connection with Corporate Social Responsibility are not applicable to the Company since the Company falls below the threshold limits
BOARD EVALUATION
The board of directors has carried out an annual evaluation of its own performance Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (ldquoSEBIrdquo) under Clause 49 of the Listing Agreements (ldquoClause 49rdquo)
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure effectiveness of board processes information and functioning etc
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees effectiveness of committee meetings etc
The Board and the Nomination and Remuneration Committee (ldquoNRCrdquo) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in meetings etc In addition the Chairman was also evaluated on the key aspects of his role
In a separate meeting of independent Directors performance of non-independent directors performance of the board as a whole and elected Chairman of the each meeting was evaluated taking into account the views of executive directors and non-executive directors The same was discussed in the board meeting that followed the meeting of the independent Directors at which the performance of the Board its committees and individual directors was also discussed
CORPORATE GOVERNANCE
As a Listed Company necessary measures are taken to comply with Clause 49 and all other applicable provisions of Listing Agreements with the Stock Exchanges and other Company Law requirements A report on Corporate Governance along with a certificate from the Auditors is annexed hereto and forms part of this Report
NUMBER OF BOARD MEETINGS
During the Financial Year 2014-15 the Board of Directors of the company met six times details of the meetings has been given in the Corporate Governance Report which forms part of this report
AUDIT COMMITTEE
The Details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms part of this report
NOMINATION amp REMUNERATION COMMITTEE
The Details pertaining to composition of Nomination amp Remuneration Committee are included in the Corporate Governance Report which forms part of this report
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Details pertaining to composition of Stakeholders Relationship Committee are included in the Corporate Governance Report which forms part of this report
AUDITORSrsquo REPORT
The observations of the Auditorsrsquo Report have been dealt with in the Notes to Financial Statement and being self-explanatory do not call for any further clarifications
AUDITORS
Ms S S Kothari amp Co Chartered Accountants Auditors of the Company are retiring at the ensuing Annual General Meeting and are eligible for re-appointment
Uniworth Limited10
UNIWORTH
UNIWORTHLIMITED
COST AUDITOR
Your Company had appointed Ms Sanat Joshi amp Associates Cost Accountants as Cost Auditors with the approval of the Central Government for audit of cost records maintained by the Company for the financial year 2015-2016 SECRETARIAL AUDITOR In terms of Section 204 of the Companies Act 2013 the Board of Directors at their meeting held on 29th May 2015 have appointed Ms K K Sanganeria amp Associates Practicing Company Secretaries as Secretarial Auditor for conducting Secretarial Audit of the Company for the Financial Year 2015-16 Report of the Secretarial Auditor for the financial year ended 31032015 is given as an Annexure II which forms part of this reportBOARDS VIEW During the year under Review the Company continued to be under BIFR as a Sick Industrial Undertaking The matter is subjudice before the Court of Law As regards appointment of full time Company Secretary the company is on the lookout for suitable candidates and the compliance of the requirement shall be met shortly The Company has disputed the repayment of due The loss and damages caused to the borrower by the lender is much more than the amount lent Hence figures of the borrowed amount shown in the balance sheet after due adjustments with the said loss and damages may result in entitlement to recover substantial amount from the lender Under these facts and circumstances the figures of borrowed amount in this balance sheet cannot be considered as admission if any of the claim of lender(s)EXTRACT OF ANNUAL RETURN As provided under Section 92 (3) of the Companies Act 2013 the extract of Annual Return is given in Annexure III in the prescribed form MGT-9 which forms part of this reportPOLICY ON PREVENTION OF SEXUAL HARASSMENTThe company is committed to provide a safe and conducive work environment to its employee and has formulated ldquoPolicy for Prevention of Sexual Harassmentrdquo During the financial year ended 31st March 2015 the Company has not received any complaints pertaining to Sexual HarassmentINDUSTRIAL RELATIONS Industrial Relations continued to remain cordial throughout the year Your Directors wish to place on record their appreciation for dedicated and sincere services rendered by the executives staff and workmen at all levelsACKNOWLEDGEMENT Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government Financial Institutions Banks Shareholders and others during the year under review
On Behalf of the Board
Place Kolkata S N Shenwai T C Jain Date 29th May 2015 Executive Director Director
ANNEXURE - I TO THE DIRECTORS REPORT Particulars of Energy Conservation Technology Absorption and Foreign Exchange Earnings amp Outgo required under the Companies (Accounts) Rules 2014
A ENERGY CONSERVATION
As the cost per unit of Electricity Furnace Oil amp Coal is regularly increasing it is our consistent endeavor to bring saving in energy consumption Periodic energy audits are conducted to improve energy performance and in line of that we have taken following steps to ensure conservation of the energy
1) Changing of energy efficient LED Lights in place of Fluorescent Lights
2) Installation of Inverters in Ring Frame Machinery which ensures energy saving
3) Modification of compressor pipe line for energy conservation
Annual Report 2015 11
UNIWORTH
UNIWORTHLIMITED
B TECHNOLOGY ABSORPTION
TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION 1 Efforts in brief made towards technology
absorption adaptation and innovation The Company always keep close contact with
IWS CSIR and other Internationals Indian Research Institutes like Inter Wool Lab Silk Board etc Various technical experts give their view and suggestion for improving technology Technical Staff of the Company are sent abroad for training in new technology
2 Benefit derived as a result of the above efforts eg products improvement cost reduction product development import substitution etc
Benefits derived are -
Better capacity utilization in machine with improved quality
Improvement in productivity per spindle and reduction in cost
By optimizing relative temperature and relative humidity the company has saved considerable amount By using the latest technology based energy efficient fuses chokes tube light ballasts and power cables etc the Company has achieved a significant savings on electricity consumption
3 In case of imported technology (Imported during last 5 years reckoned from the beginning of the financial year) following information may be furnisheda) Technology imported Not Applicableb) Year of Import Not Applicablec) Status of Implementation Not Applicable
RESEARCH amp DEVELOPMENT (R amp D) 1 Specified areas in which R amp D
Carried out by the Company Continuous improvement in Quality Standards
to match the International Markets
Due to in house Research and Development Activities following products were developed and launched during the year
i) Wool Wool blended with Polyester yarn
ii) Siro and Siro lycra yarn in Wool and Polywool
iii) PolyesterViscose amp polyster Acrylic yarn
iv) Blending of Silk with Wool Nylon and Viscose
Continuous technological and market innovation to match the changed requirements of the markets
Incorporated dyeing automation for better receipe management amp consistency in shades
Uniworth Limited12
UNIWORTH
UNIWORTHLIMITED
Research amp Development lab and pilot plant in Dyeing Department started developing all kinds of shades
2 Benefit derived as a result of the above R amp D Implemented ISO-9001-2008 ndash new quality management system duly certified by BIS during the year
3 Future plan of action Strengthening the research on quality improvement
To achieve total quality management cost reduction
4 Expenditure on R amp Da) Capital NILb) Recurring Expenses incurred are charged to respective
heads and are not allocated separately
FOREIGN EXCHANGE EARNINGS AND OUTGO (` in Lacs)
2014-2015 2013-2014a) Foreign Exchange Earnings 125682 77602b) Foreign Exchange Outgo
i) CIF Value of ImportsRaw Material 1159 130998Capital Goods ndash ndashComponents amp Spare Parts 16916 20704
ii) Others 32234 9516
Annual Report 2015 13
UNIWORTH
UNIWORTHLIMITED
ANNEXURE - II
SECRETARIAL AUDIT REPORT
FORM NO MR-3
FOR THE FINANCIAL YEAR ENDED MARCH 31 2015[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No 9 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014]
ToThe MembersUniworth Limited
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Uniworth Limited (hereinafter called the Company) Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereon Based on my verification of Uniworth Limitedrsquos books papers minute books forms and returns filed and other records maintained by the Company and also the information provided by the Company its officers agents and authorized representatives during the conduct of secretarial audit I hereby report that in my opinion the Company has during the audit period covering the financial year ended March 31 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent in the manner and subject to the reporting made hereinafter
I have examined the books papers minute books forms and returns filed and other records maintained by the Company for the financial year ended on March 31 2015 according to the provisions of
(1) The Companies Act 2013 (the Act) and the rules made there under
(2) The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules made thereunder
(3) The Depositories Act 1996 and the Regulations and bye-laws framed thereunder
(4) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and External Commercial Borrowings
(5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (lsquoSEBI Actrsquo)-
a The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2013
b The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 1992
c The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(6) Employees Provident Fund and Miscellaneous Provisions Act 1952
(7) Employees State Insurance Act 1948
(8) Environment Protection Act 1986 and other environmental laws
(9) Factories Act 1948
(10) Hazardous Wastes (Management and Handling) Rules 1989 and Amendment Rule 2003
(11) Indian Contract Act 1872
(12) Income Tax Act 1961 and Indirect Tax Laws
(13) Indian Stamp Act 1999
Uniworth Limited14
UNIWORTH
UNIWORTHLIMITED
(14) Industrial Dispute Act 1947
(15) Maternity Benefits Act 1961
(16) Minimum Wages Act 1948
(17) Payment of Bonus Act 1965
(18) Payment of Gratuity Act 1972
(19) Payment of Wages Act 1936 and other applicable labour laws
I have also examined compliance with the applicable clauses of the following
(i) Secretarial Standards issued by The Institute of Company Secretaries of India
(ii) The Listing Agreements entered into by the Company with BSE Limited and the Calcutta Stock Exchange Limited
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above
I report that Company has no full time Company Secretary as required by the Companies Act 2013
I further report that during the year under Review the Company continued to be under BIFR as a Sick Industrial Undertaking The matter is subjudice before the Court of Law
I further report that Redemption of Debentures is under default
I further report that this report also refer the Statutory Auditors Report dated 29th May 2015 specially the basis for their qualified opinion as mentioned therein
I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non Executive Directors and Independent Directors
The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act
Adequate notice is given to all Directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting
Majority decision is carried through while the dissenting membersrsquo views are captured and recorded as part of the minutes
I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws rules regulations and guidelines
I further report that during the audit period there were no instances of
(i) Public Rights Preferential issue of shares debentures sweat equity
(ii) Redemption buy-back of securities
(iii) Major decisions taken by the Members in pursuance to Section 180 of the Companies Act 2013
(iv) Merger amalgamation reconstruction etc
(v) Foreign technical collaborations
This Report is to be read with our letter which is annexed as Annexure A and Forms an Integral part of this report
Kamal Kumar Sanganeria K K Sanganeria amp AssociatesPlace Kolkata FCS No 2643Date 27052015 CP No 3880
Annual Report 2015 15
UNIWORTH
UNIWORTHLIMITED
ANNEXURE - II SECRETARIAL AUDIT REPORT (Contd)
lsquoAnnexure Arsquo(To the Secretarial Audit Report of Ms Uniworth Limited for the financial year ended 31032015)
ToThe MembersUniworth LimitedGreen Acres 2 Nazar Ali LaneFlat- 4A Kolkata ndash 700 019
Our Secretarial Audit Report for the financial year ended 31032015 of even date is to be read along with this letter
1 Maintenance of secretarial record is the responsibility of the management of the Company Our responsibility is to express an opinion on these secretarial records based on our audit
2 We have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records The verification was done on test basis to ensure that correct facts are reflected in secretarial records We believe that the processes and practices we followed provide a reasonable basis for our opinion
3 We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company
4 Where ever required we have obtained the Management representation about the compliance of laws rules and regulation and happening of events etc
5 The compliance of the provisions of Corporate and other applicable laws rules regulations standards is the responsibility of management Our examination was limited to the verification of procedure on test basis
6 The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company
Kamal Kumar Sanganeria K K Sanganeria amp AssociatesPlace Kolkata FCS No 2643Date 27052015 CP No 3880
Uniworth Limited16
UNIWORTH
UNIWORTHLIMITED
ANNEXURE III
FORM NO MGT ndash 9EXTRACT OF ANNUAL RETURN
as on the financial year ended 31032015
[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014]
I REGISTRATION AND OTHER DETAILS
CIN L17299WB1988PLC044984
Registration Date 11th August 1988
Name of the Company Uniworth Limited
Category SubndashCategory of the Company Company having Share Capital
Address of the Registered office and contact details Green Acres 2 Nazar Ali Lane Flat ndash4 A Kolkata ndash 700 019
Whether listed company Yes
Name Address and Contact details of Registrar and Transfer Agent if any
C B Management Services (P) Ltd Pndash22 Bondel Road Kolkatandash 700 019 Tel No (033) 4011ndash6700671167186723
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the company shall be stated
Name and Description of main products services
NIC Code of the Productservice
to total turnover of the company
Worsted Yarn 13113 56
Silk Yarn 13112 44
III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
Sl No
Name and address of the Company
CINGLN Holding SubsidiaryAssociate
of share held
Applicable Section
None
Annual Report 2015 17
UNIWORTH
UNIWORTHLIMITED
IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Categoryndashwise Share Holding
Category of Shareholders
No of Shares heldat the beginning of the year
No of Shares held at the end of the year
Change during
the yearDemat Physical Total of Total
Shares
Demat Physical Total of Total
Shares
A Promoters(1) Indian(a) Individual HUF 3743343 595518 4338861 1277 3743343 595518 4338861 1277 ndash(b) Central Govt or State Govt
ndash ndash ndash ndash ndash ndash ndash ndash ndash
(c) Bodies Corporate 365854 1401825 1767679 520 365854 1401825 1767679 520 ndash(d) BankFI ndash ndash ndash ndash ndash ndash ndash ndash ndash(e) Any other ndash ndash ndash ndash ndash ndash ndash ndash ndashSUB TOTAL (A)(1) 4109197 1997343 6106540 1797 4109197 1997343 6106540 1797 ndash(2) Foreigna) Individuals (Non- Residents Individuals Foreign Individuals)
ndash ndash ndash ndash ndash ndash ndash ndash ndash
b) Bodies Corp ndash 6924975 6924975 2038 ndash 6924975 6924975 2038 ndashc) Institutions ndash ndash ndash ndash ndash ndash ndash ndash ndashd) Qualified Foreign Investor
ndash ndash ndash ndash ndash ndash ndash ndash ndash
e) Any Others (Specify) ndash ndash ndash ndash ndash ndash ndash ndash ndashSubndashtotal (A)(2) ndash 6924975 6924975 2038 ndash 6924975 6924975 2038 ndashTotal shareholding of Promoter (A) = (A)(1)+(A)(2)
4109197 8922318 13031515 3834 4109197 8922318 13031515 3834 ndash
B Public Shareholding1 Institutionsa) Mutual Funds 4393 18837 23230 007 4393 18837 23230 007 ndashb) Banks FI 5910 22122 28032 008 5910 22122 28032 008 ndashc) Central Govt State Govt(s)
- 750000 750000 221 - 750000 750000 221 ndash
d) Venture Capital Funds - - - - - - - - ndashe) Insurance Companies 52003 150 52153 015 52003 150 52153 015 ndashf) Foreign Institutional Investors
- 4300 4300 001 - 4300 4300 001 ndash
g) Foreign Venture Capital Funds
- - - - - - - - ndash
h) Others (specify) - - - - - - - - ndash
Subndashtotal (B)(1) 62306 795409 857715 252 62306 795409 857715 252 ndash
Uniworth Limited18
UNIWORTH
UNIWORTHLIMITED
Category of Shareholders
No of Shares heldat the beginning of the year
No of Shares held at the end of the year
Change during
the yearDemat Physical Total of Total
Shares
Demat Physical Total of Total
Shares
2 NonndashInstitutionsa) Bodies Corp 613433 183426 796859 234 636728 179326 816054 240 006
b) Individuals
i) Individual shareholders holding nominal share capital upto ` 1 lakh
5599497 12145144 17744641 5221 5492191 12106631 17598822 5178 (043)
ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh
1249696 198195 1447891 426 1375936 198195 1574131 463 037
c) Any Others (specify)
i) NRI-Rep 18337 73775 92112 027 16987 73775 90762 027 000
ii) NRI-Non Rep 8676 ndash 8676 003 10642 ndash 10642 003 000
d) Trust 193 ndash 193 000 193 ndash 193 000
e) Clearing Member 6641 ndash 6641 002 6409 ndash 6409 002 000
Subndashtotal (B)(2) 7496473 12600540 20097013 5913 7539086 12557927 20097013 5913 ndashTotal Public Shareholding (B)=(B)(1) + (B)(2)
7558779 13395949 20954728 6166 7601392 13353336 20954728 6166 ndash
C Shares held by Custodian for GDRs amp ADRs
ndash ndash ndash ndash ndash ndash ndash ndash ndash
Grand Total (A+B+C) 11667976 22318267 33986243 10000 11710589 22275654 33986243 10000 ndash
Annual Report 2015 19
UNIWORTH
UNIWORTHLIMITED
(ii) Shareholding of Promoters
Shareholderrsquos Name Shareholding at the beginning of the year
Share holding at the end of the year
change in share holding
during the year
No of Shares
of total Shares of the
Company
of Shares Pledged encum-bered
No of shares
of total Shares of the
Company
of Shares Pledgedencum-bered
RBProperties Private Limited 365854 108 ndash 365854 108 ndash ndash
Uniworth Securities Limited 1400 000 ndash 1400 000 ndash ndash
Uniworth Textiles Limited 1260250 371 ndash 1260250 371 ndash ndash
Uniworth Services Private Limited
140175 041 ndash 140175 041 ndash ndash
Aviante International Limited 6924975 2038 ndash 6924975 2038 ndash ndash
Aman Lohia 1151025 339 ndash 1151025 339 ndash ndash
Meena Lohia 1374250 404 ndash 1374250 404 ndash ndash
Megha Lohia 1218068 358 ndash 1218068 358 ndash ndash
Meena Lohia 595518 175 ndash 595518 175 ndash ndash
Total 13031515 3834 ndash 13031515 3834 ndash ndash
(iii) Change in Promoters Shareholding (Please specify if there is no change)
Shareholderrsquos Name Shareholding at the beginning of the
year
Date wise increase (decrease) in shareholding during the year
Cumulative Shareholding at the end of the year
No of Shares
of total Shares of the
Company
Date No of Shares
Nature No of shares
of total Shares of the
CompanyRBProperties Private Limited
365854 108 NIL NIL NIL 365854 108
Uniworth Securities Limited
1400 000 NIL NIL NIL 1400 000
Uniworth Textiles Limited 1260250 371 NIL NIL NIL 1260250 371Uniworth Services Private Limited
140175 041 NIL NIL NIL 140175 041
Aviante International Limited
6924975 2038 NIL NIL NIL 6924975 2038
Aman Lohia 1151025 339 NIL NIL NIL 1151025 339
Meena Lohia 1374250 404 NIL NIL NIL 1374250 404
Megha Lohia 1218068 358 NIL NIL NIL 1218068 358
Meena Lohia 595518 175 NIL NIL NIL 595518 175
Uniworth Limited20
UNIWORTH
UNIWORTHLIMITED
(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters and Holders of GDRs and ADRs)
Shareholderrsquos Name Shareholding at the beginning of the
year
Date wise increase (decrease) in shareholding during the year
Cumulative Shareholding at the end of the year
No of Shares
of total Shares of the
Company
Date No of Shares
Nature No of shares
of total Shares of the
CompanyMadhya Pradesh State Industrial Development Corporation Limited
750000 221 Nil Nil Nil 750000 221
Saurav Gupta201163 059 25042014 5408 TransferBuy 206571 061
18092014 2100 TransferBuy 208671 061Sanjeev Sureka 63952 019 Nil Nil Nil 63952 019
Asha Sanjay Tibdewal 57555 017
18042014 1375 TransferBuy 58930 017
10102014 1 TransferBuy 58931 017
24102014 (1023) TransferSell 57908 017
31102014 (10) TransferSell 57898 017
United India Insurance Company Limited
52003 015 Nil Nil Nil 52003 015
Lata Bhanshali 49210 014 Nil Nil Nil 49210 014
Sanjay Nandlal Tibdewal 49145 014 30092014 25043 TransferBuy 74188 022
24102014 (1500) TransferSell 72688 021
31102014 (500) TransferSell 72188 021
Alom Extrusions Limited 48100 014 Nil Nil Nil 48100 014
Niket Jhunjhunwala 45540 013 Nil Nil Nil 45540 013
Riyajuddin Khan 40032 012
25042014 (13) TransferSell 40019 012
02052014 (30017) TransferSell 10002 003
16052014 (9992) TransferSell 10 000
30052014 (10) TransferSell 0 000
Annual Report 2015 21
UNIWORTH
UNIWORTHLIMITED
(v) Shareholding of Directors and Key Managerial Personnel
Shareholderrsquos Name Shareholding at the beginning of the year
Date wise increase (decrease) in shareholding during the year
Cumulative Shareholding at the end of the year
No of Shares
of total Shares of the
Company
Date No of Shares
Nature No of shares
of total Shares of the
CompanySilpi Chakraborty 700 000 NIL NIL NIL 700 000
Sanjeev Saxena 600 000 NIL NIL NIL 600 000
V INDEBTEDNESS Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Loans excluding deposits
Unsecured Loans
Deposits Total Indebtedness
Indebtedness at the beginning of the financial yeari) Principal Amount 4936931 917455 1355 5855741ii) Interest due but not paid 6670403 -- -- 6670403iii) Interest accrued but not due -- -- -- --Total (i+ii+iii) 11607334 917455 1355 12526144Change in Indebtedness during the financial yearbull Addition 576543 -- -- 576543bull Reduction (2) -- (20) (22)Net Change 576541 -- (20) 576521Net Change Indebtedness at the end of the financial yeari) Principal Amount 4977356 917455 1335 5896146ii) Interest due but not paid 7206519 -- -- 7206519iii) Interest accrued but not due -- -- -- --Total (i+ii+iii) 12183875 917455 1335 13102665
Uniworth Limited22
UNIWORTH
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VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A Remuneration to Managing Director Wholendashtime Directors andor Manager
Sl No Particulars of Remuneration Name of the Whole-time Directors
Total Amount (In Lacs)
S C Kalra S N Shenwai1 Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act 1961
098 809 907
(b) Value of perquisites us 17(2) Income Tax Act 1961 303 064 367
(c ) Profit in lieu of salary under Section 17(3) Income Tax Act 1961
- - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -
- As of profit - - -
- Others specify - - -
5 Others please specify - - -
Total (A) 401 873 1274
Ceiling as per the Act 4200
B Remuneration to other Directors
Sl No Particulars of Remuneration Name of the Directors Total Amount
(Rs)S C
MajumderK
JhunjhunwalaSilpi
ChakrabortyT C Jain Sanjeev
Saxena1 Independent Directors
bull Fee for attending board committee meetings
- 16000 14000 - - 30000
bull Commission - - - - - -
bull Others please specify - - - - - -
Total (1) - 16000 14000 - - 30000
2 Other Non-Executive Directorsbull Fee for attending board committee
meetings 4000 - - - - 4000
bull Commission - - - - - -
bull Others please specify - - - - - -
Total (2) 4000 - - - - 4000
Total (B)=(1+2) 4000 16000 14000 - - 34000
Total Managerial Remuneration 1308000
Overall Ceiling as per the Act All Non-ExecutiveIndependent Directors have been paid only sitting fees for attending Board meeting and
Committee meetingswhich is well within the limits prescribed under the Companies Act 2013
Annual Report 2015 23
UNIWORTH
UNIWORTHLIMITED
C Remuneration to Key Managerial Personnel other than MDManagerWT
Sl No
Particulars of Remuneration Name of the KMP Total Amount
(In Lacs)A K Ladia (CFO) Company Secretary
1 Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act 1961
330 ndash 330
(b) Value of perquisites us 17(2) Income Tax Act 1961
018 ndash 018
(c ) Profit in lieu of salary under Section 17(3) Income Tax Act 1961
ndash ndash ndash
2 Stock Option ndash ndash ndash
3 Sweat Equity ndash ndash ndash
4 Commission ndash ndash ndash
- As of profit ndash ndash ndash
- Others specify ndash ndash ndash
5 Others please specify ndash ndash ndash
Total 348 ndash 348
VII PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES
Type Section of the
Companies Act
Brief Description
Details of Penalty Punishment
Compounding fees imposed
Authority [RD NCLT
COURT]
Appeal made if any (give Details)
A COMPANYPenalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
B DIRECTORSPenalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
C OTHER OFFICERS IN DEFAULTPenalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
Uniworth Limited24
UNIWORTH
UNIWORTHLIMITED
INDUSTRY STRUCTURE amp DEVELOPMENT
Indian Textiles Industry is one of the leading textile industries in the world Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources The fast growing retail apparel industry in the organized sector with multiple and strong Brands in every sphere of fabric and clothing have further increased the importance and demand for textiles products and quality yarns in particular
OPPORTUNITIES AND THREATS
After global economic revival picks up the pace the demand for quality products is expected to bounce back in the coming years News of Chinarsquos internal demand of yarns surpassing its own production capacities is also quite encouraging and is an enormous growth potential by itself for producers in India and other countries as well However the rising cost of raw materials is a matter of concern together with the growing competition from other developing countries
SEGMENT WISE PERFORMANCE
The Companyrsquos business activities fall within a single primary segment of Textile Yarns viz WoolWorstedSilkSilk SpunNoil Yarns etc
FINANCIAL PERFORMANCE
Turnover of the Company during the year was Rs1391658 Lacs as against Rs1391288 Lacs in the previous year The Turnover remained almost at same level of previous year Profit before Interest Depreciation and Taxes was Rs114341 Lacs as against Rs126658 in the previous year
OPERATIONS MANAGEMENT DISCUSSION AND ANALYSIS
During the year under review total revenue remained almost at same level to Rs 13917 crores as against Rs 13913 crores in the previous year There was a cash profit to the tune of Rs 1434 crores as against Rs 1320 crores before interest and Depreciation in the previous year Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources
BUSINESS OUTLOOK
Demand for textile products have been on the fall for the higher end products like wool rich products due to global recession and have been the reason for not so encouraging top line Coupled with this sporadic fiscal instability in certain global markets was a cause of concern Although the demand for the same has started showing some improving trends and hence the company is optimistic and continuing its vigorous efforts in domestic as well as in foreign market
RISK amp CONCERNS
The primary risk for the Company is with the volatile Export markets and the uncertainty prevailing in the Global Economy Having to compete with low cost producers from countries like China and Korea is always a concern There are no significant current borrowings and thus the company seems isolated from financial risks and concerns especially in the face of increasing interest rates and cost of Capital
INTERNAL CONTROL SYSTEM
The Company has adequate system of internal controls to ensure that all assets are safeguarded and protected against loss and that all transactions are authorized recorded and reported correctly The systems are designed to support the reliability of the financial and other records for preparing financial statements and other data The Statutory Auditors also discuss their comments and findings with the management as well as with the audit committee
MANAGEMENT DISCUSSION amp ANALYSIS REPORT
Annual Report 2015 25
UNIWORTH
UNIWORTHLIMITED
The Company has also regularly placed before the Board Internal Audit Reports Financial Results with Provisional Balance Sheets Performance Review Report of various Units together with Executive Summary Current Workings and all Current matters of commercial importance and various other information as generally required under the various Stock Exchange Listing Agreements
HUMAN RESOURCES
The Company continues to recognize the importance of good human relations in the smooth working of the organization Up gradation of the skills of the employees is pursued by the Company through regular on-the-job training sessions
CAUTIONARY STATEMENT
The facts and views mentioned in this report on Management Discussion and Analysis describing the Companyrsquos views about the industry or otherwise and the forecasts made are entirely based on opinion formed by the Management of the Company and actual position or results may differ from those implied therein Important factors that could make a difference include economic developments within India and outside and also the economic performance of other countries with which the Company conducts business as well as availability of raw materials and prices and other incidental factors
For and on behalf of the Board of Directors
Place Kolkata S N Shenwai T C JainDate 29052015 Executive Director Director
Uniworth Limited26
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1 Companyrsquos Philosophy on Code of Corporate Governance
The Company believes that Corporate Governance is the combination of voluntary practices and compliance with the laws and regulations of the Companies leading to effective control and management of the Company Good Corporate Governance leads to long term shareholders value and enhances the interest of other stakeholders including the employees and all others connected with the Organization
The Company confirm the practice of good Corporate Governance codes by the company in true spirit and are pleased to present below the Report on Corporate Governance
2 Board of Directors
i As on March 31 2015 the Company has five directors Out of the five Directors four (ie 8000) are non-executive directors including two Independent Directors and one Nominee Director The composition of the board is in conformity with Clause 49 of the Listing Agreements entered into with the stock exchanges
ii None of the directors on the board hold directorships in more than ten public companies Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a director Necessary disclosures regarding committee positions in other public companies as on March 31 2015 have been made by the directors None of the directors are related to each other
iii Independent directors are Non-Executive Directors as defined under Clause 49(ll)(B)(1) of the Listing Agreements entered into with the Stock Exchanges The maximum tenure of the independent directors is in compliance with the Companies Act 2013 (ldquoActrdquo) All the Independent Directors have confirmed that they meet the criteria as mentioned under clause 49 of the Listing Agreement and Section 149 of the Act
iv The names and categories of the Directors on the Board their attendance at Board meetings held during the year and the number of directorships and committee chairmanships memberships held by them in other public companies as on March 31 2015 are given herein below Other directorships do not include directorships of private limited companies Section 8 companies and of companies incorporated outside India Chairmanships memberships of board committees shall include only audit committee and stakeholdersrsquo relationship committee
Name of Directors Category Number of Board Meetings during the year 2014-15
Whether attended last AGM held on
Sept 26 2014
Number of directorships
in other Public Companies
Number of Committee
positions held in other public
companies
Held Attended Chairman Member Chairman Member
Mr K Jhunjhunwala Independent Non-Executive
6 5 Yes ndash 9 ndash 3
Mr A G Bhatnagar Non Independent
Non-Executive
1 ndash No ndash ndash ndash ndash
Mr S C Kalra Non Independent
ExecutiveDirector
1 1 No ndash ndash ndash ndash
REPORT ON CORPORATE GOVERNANCE(Pursuant to Clause 49 of the Listing Agreement)
Annual Report 2015 27
UNIWORTH
UNIWORTHLIMITED
Name of Directors Category Number of Board Meetings during the year 2014-15
Whether attended last AGM held on
Sept 26 2014
Number of directorships
in other Public Companies
Number of Committee
positions held in other public
companies
Held Attended Chairman Member Chairman Member
Mr S N Shenwai Non Independent
Executive Director
6 2 No ndash ndash ndash ndash
Mr S C Majumder Non Independent
Non-Executive
2 1 Yes (By Invitation)
ndash ndash ndash ndash
Mrs Silpi Chakraborty
Independent Non-Executive
4 4 Yes ndash ndash ndash ndash
Mr Tara Chand Jain
Non Independent
Non-Executive
1 ndash NA ndash ndash ndash ndash
Mr Sanjeev Saxena Non-Executive amp Nominee of MPSIDC Ltd
6 ndash No ndash ndash ndash ndash
Mr A G Bhatnagar has resigned as Director of the Company wef 29th May 2014 and Mr S C Kalra has resigned as Executive Director of the Company wef 29th May 2014 Appointed as an Additional Director and subsequently designated as Executive Director wef 29th May 2014 Resigned as Director of the Company wef 14th July 2014 Appointed as an Additional Director wef 14th July 2014 Appointed as an Additional Director wef 31st March 2015
v Six board meetings were held during the year and the gap between two meetings did not exceed one hundred twenty days The dates on which the said meetings were held
29052014 14072014 12082014 12112014 11022015 and 31032015 The necessary quorum was present for all the meetings
vi During the year a separate meeting of the independent directors was held inter-alia to review the performance of non-independent directors and the board as a whole
vii The Board periodically reviews compliance reports of all laws applicable to the Company prepared by the Company
viii The Company regularly placed before the Board Internal Audit Reports Financial Results with Provisional Balance Sheets Performance Review Report of various Units together with Executive Summary Current Workings and all Current matters of commercial importance and various other information as under Clause 49 of the Listing Agreement from time to time
ix The Companies Act 2013 requires that a Woman Director should be a member of the Board of director Hence Mrs Silpi Chakraborty was appointed on 14th July 2014 as member of the Board as Woman Independent Director her appointment was duly confirmed by means of E-voting in last AGM of the company held on 26092014
22 Code of Conduct The Board of Directors plays an important role in ensuring good governance The Code of Conduct formulated
Uniworth Limited28
UNIWORTH
UNIWORTHLIMITED
by the Company during the year which the DirectorsSenior Executive have been advised to follow envisages inter alia the following-
To observe the highest standards of ethical conduct and integrity and to work to the best of their ability and judgement
To maintain and help the Company in maintaining highest degree of Corporate Governance practices
To act in utmost good faith and exercise due care diligence and integrity in performing their official duties
Not to seek accept or receive directly or indirectly any gift payments or favour in whatsoever form from Companyrsquos Business Associates which can be perceived as being given to gain favour or dealing with the Company and to ensure that the Companyrsquos interests are never compromised
To maintain confidentiality of information entrusted by the Company or acquired during performance of their duties and not to use it for personal gain or advantage
Not to commit any offences involving moral turpitude or any act contrary to law or opposed to the public policy
3 Audit Committee i) The audit committee of the Company is constituted in line with the provisions of Clause 49 of the Listing
Agreements entered into with the stock exchanges read with Section 177 of the Act
ii) The terms of reference of the Audit Committee are broadly as under -
a) Oversight of the Companyrsquos financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct sufficient and credible
b) Recommend the appointment remuneration and terms of appointment of auditors of the Company
c) Approval of payment to statutory auditors for any other services rendered by the statutory auditors
d) Reviewing with the management the annual financial statements and auditorsrsquo report thereon before submission to the board for approval with particular reference to
bull Matters required to be included in the directorrsquos responsibility statement to be included in the boardrsquos report in terms of clause (c) of sub-section 3 of section 134 of the Act
bull Changes if any in accounting policies and practices and reasons for the same
bull Major accounting entries involving estimates based on the exercise of judgment by management
bull Significant adjustments made in the financial statements arising out of audit findings
bull Compliance with listing and other legal requirements relating to financial statements
bull Disclosure of any related party transactions
bull Qualifications in the draft audit report
e) Reviewing with the management the quarterly financial statements before submission to the board for approval
f) Reviewing with the management the statement of uses application of funds raised through an issue (public issue rights issue preferential issue etc) the statement of funds utilised for purposes other than those stated in the offer document prospectus notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue and making appropriate recommendations to the board to take up steps in this matter
g) Review and monitor the auditorsrsquo independence and performance and effectiveness of audit process
h) Approval or any subsequent modification of transactions of the Company with related parties
i) Scrutiny of inter-corporate loans and investments
Annual Report 2015 29
UNIWORTH
UNIWORTHLIMITED
j) Valuation of undertakings or assets of the Company wherever it is necessary
k) Evaluation of internal financial controls and risk management systems
l) Reviewing with the management performance of statutory and internal auditors adequacy of the internal control systems
m) Reviewing the adequacy of internal audit function if any including the structure of the internal audit department staffing and seniority of the official heading the department reporting structure coverage and frequency of internal audit
n) Discussion with internal auditors of any significant findings and follow up there on
o) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board
p) Discussion with statutory auditors before the audit commences about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern
q) To look into the reasons for substantial defaults in the payment to the depositors debenture holders shareholders (in case of non-payment of declared dividends) and creditors
r) Establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed
s) To review the functioning of whistle blower mechanism
t) Approval of appointment of CFO
u) The Committee reviews the efficacy of the internal control mechanism and monitors the risk management policies adopted by the Company The Committee also reviews the report furnished by the internal and Statutory Auditors and ensures that suitable follow up actions are taken Besides the Committee also examines accounting taxation and disclosure aspects of all significant transactions
v) Carrying out any other function as is mentioned in the terms of reference of the audit committee
w) To mandatorily review the following information
bull Management discussion and analysis of financial condition and results of operations
bull Statement of significant related party transactions (as defined by the audit committee)submitted by management
bull Management letters letters of internal control weaknesses issued by the statutory auditors
bull Internal audit reports relating to internal control weaknesses and
bull The appointment removal and terms of remuneration of the chief internal auditor
iii) The audit committee invites executives as it considers appropriate (particularly the head of the finance function) representatives of the statutory auditors and representatives of the internal auditors to be present at its meetings The Company Secretary acts as the secretary to the audit committee
iv) The previous annual general meeting (AGM) of the Company was held on September 26 2014 and was attended by the Chairman of the audit committee
v) The Composition of the Committee and the attendance of each member of the Committee during the year 2014-15 are given below
Name Category Profession Number of Meetings during the Financial year 2014-15
Held Attended
Mr A G Bhatnagar Non Independent Non-Executive
Professional 1 -
Uniworth Limited30
UNIWORTH
UNIWORTHLIMITED
Name Category Profession Number of Meetings during the Financial year 2014-15
Held Attended
Mr S C Kalra Non Independent Executive Director
Service 1 1
Mr S C Majumder Non Independent Non-Executive
Service 1 1
Mr K Jhunjhunwala Independent Non-Executive
Chartered Accountant
4 3
Mr S N Shenwai Non Independent Executive Director
Service 3 -
Mrs Silpi Chakraborty Independent Non-Executive
Professional 3 3
Resigned as members of the Committee wef 29th May 2014 Resigned as members of the Committee wef 14th July 2014 Appointed as member of the Committee wef 29th May 2014 Appointed as member of the Committee wef 14th July 2014 Members present at the meeting elect one of themselves as Chairman of the Meeting
vi) During the year 2014-15 4 (Four) meetings of the Audit Committee were held and the gap between two meetings did not exceed four months The dates of the meetings are following 29052014 12082014 12112014 and 11022015
4 Nomination and Remuneration Committee i) The Nomination and Remuneration Committee was re-organised during the year as per the provisions
of the act and Clause 49 of the Listing Agreement
ii) The Nomination and Remuneration Committee was formed with a view to reviewing and making recommendations on annual salaries performance commissions perquisite and other employment conditions of ExecutiveWhole-time Directors and other Executives and Officials The Committee also takes into consideration remuneration practices followed by leading companies as well as information provided by reputed consultants while determining the overall remuneration package
iii) The composition and attendance of the members at the Meetings of Remuneration Committee during the year 2014-15 were as under
Name Category Number of Meetings during the Financial year 2014-15
Held Attended
Mr K Jhunjhunwala Independent Non-Executive 4 3
Mr A G Bhatnagar Non Independent Non-Executive 1 ndash
Mr S C Majumder Non Independent Non-Executive 1 1
Mrs Silpi Chakraborty Independent Non-Executive 3 3
Mr T C Jain Non Independent Non-Executive ndash ndash
Resigned as member of the committee wef 29th May 2014 Resigned as member of the committee wef 14th July 2014 Appointed as member of the committee wef 14th July 2014 Appointed as member of the committee wef 31st March 2015 Members present at the meeting elect one of themselves as Chairman of the Meeting
During the year 2014-15 4 (four) Meetings of the Nomination and Remuneration Committee were held on the following dates 29052014 12082014 12112014 and 11022015
Annual Report 2015 31
UNIWORTH
UNIWORTHLIMITED
iv) Remuneration of Directors Details of remuneration paid payable to Directors for the year ended 31st March 2015 are as follows (Amount in Rs)
Name of Directors Board Meeting
Audit Committee
Meeting
Commission Total
Mr K Jhunjhunwala 10000 6000 ndash 16000
Mr S C Majumder 2000 2000 ndash 4000
Mrs Silpi Chakraborty 8000 6000 ndash 14000
Mr T C Jain ndash ndash ndash ndash
Mr Sanjeev Saxena ndash ndash ndash ndash
Resigned as member of the committee wef 14th July 2014 Appointed as member of the committee wef 14th July 2014 Appointed as member of the committee wef 31st March 2015
vi) Details of Remuneration paidpayable to Executive Directors Remuneration for the year ended 31st March 2015 is as follows
(Amount in lacs)
Name of Director Salary Allowance Perquisites Total
Mr S C Kalra 079 019 303 401
Mr SN Shenwai 600 209 064 873 Mr S C Kalra resigned as Executive Director of the Company wef 29th May 2014
Mr S N Shenwai appointed as Executive Director of the Company wef 29th May 20145 Stakeholders Relationship Committee i) As per the applicable provisions of Section 178 of the companies Act 2013 and Clause 49 of the
Listing Agreement the nomenclature Share Transfer cum Investor Grievance Committee was renamed as Stakeholders Relationship Committee
ii) The Stakeholders Relationship Committee look into the redressal of complaints of investors such as transfer or credit of shares non-receipt of dividend notices annual reports etc
iii) During the year two meetings of the Stakeholder Relationship committee was held on 16062014 and 16122014
iv) The composition and attendance of the members in the following Committee Meetings during the year 2014-15 were as under
Name Number of meetings during the financial year 2014-15
Held Attended
Mr K Jhunjhunwala 2 2
Mr A G Bhatnagar ndash ndash
Mr S C Kalra ndash ndash
Mr S N Shenwai ndash ndash
Mr S C Majumder 1 1
Mrs Silpi Chakraborty 1 1
Mr Tara Chand Jain ndash ndash
Resigned as members of the committee wef 29th May 2014
Uniworth Limited32
UNIWORTH
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Appointed as member of the committee wef 29th May 2014 Resigned as member of the committee wef 14th July 2014 Appointed as member of the committee wef 14th July 2014 Appointed as member of the committee wef 31st March 2015 Members present at the meeting elect one of themselves as Chairman of the Meeting
v) During the year 2014-15 16 (Sixteen) Meetings regarding Share Transfer were held on the following dates 16062014 15072014 29082014 05092014 18092014 30092014 16102014 31102014 14112014 28112014 16122014 12012015 30012015 17022015 27022015 and 16032015
vi) Share Transfers
bull All Shares have been transferred and returned within the prescribed period so long as the documents have been in order in all respects
bull Total number of Equity Shares transferred during the relevant period was 11730
vii) Compliance Officer
Mr S N Shenwai Executive Director is the Compliance Officer of the Company and his contact details are given below
Mr S N Shenwai Executive Director Uniworth Limited ldquoGREEN ACRESrdquo 2 Nazar Ali Lane Flat- 4A Kolkata ndash 700 019 Phone (033) 40061301
viii) Status of Investor Complaints
Complaints received from Shareholders have been mostly cleared within the financial year The complaints are generally replied to within 10-15 days from their lodging with the Company
No of Complaints received from the Investors (including brought forward) 18
No of Complaints resolved 17
Complaints pending as on 31st March 2015 1
No of Share Transfers pending for approval as on 31st March 2015 NIL
6 General Body Meetings i) Annual General Meeting
The location and time of the Annual General Meetings held during the last 3 years is as follows
Annual General Meeting (AGM) Date Time Venue No of Special
Resolutions passed
24th Annual General Meeting 28092012 1030 AM Science CitySeminar HallJBS Haldane AvenueKolkata ndash 700 046
ndash
25th Annual General Meeting 26092013 1030 AM Science CitySeminar HallJBS Haldane AvenueKolkata ndash 700 046
ndash
Annual Report 2015 33
UNIWORTH
UNIWORTHLIMITED
26th Annual General Meeting 26092014 1030 AM Science CitySeminar HallJBS Haldane AvenueKolkata ndash 700 046
ndash
ii) The Special Resolutions if any are usually passed on show of hands and mostly unanimously
iii) No Postal Ballot were used in last year The Company does not have any proposal for Postal Ballot at present
7 Disclosures a) Related Party transactions have been disclosed under Note No 27 to the accounts for year under
review and it is not conflict with the interest of the Company
b) The Company has complied with all the mandatory requirements of clause 49 of the listing agreements with the Stock Exchanges as well as regulations and guidelines of SEBI wherever applicable
c) No transaction of material nature has been entered into by the Company with the Directors or Promoters or Management and their relatives their subsidiaries etc that may have a potential conflict with the interest of the Company at large The Register of Contracts in which Directors are interested was placed before the Board regularly
d) The Company has in place an Employee Concern (Whistle Blower) No personnel has been denied access to the Audit Committee to lodge their Grievances
e) No penalties or strictures have been imposed on the Company by the Stock Exchange or SEBI or any statutory authority on any matter related to capital markets during the last three years as all requirements were complied with
f) All mandatory requirements have been appropriately complied
g) Resume and other information of the Directors proposed to be appointedre-appointed (including those retiring by rotation) at the ensuing annual General Meeting are given in the Notice relating thereto to the shareholders
h) No presentation were made to Institutional Investors and Analysts during the year
i) The Company does not have any subsidiary
j) Your Company has followed all relevant Accounting Standards while preparing the Financial Statements
k) Particulars of Equity Shares of the Company held by Non-Executive Directors (both own or held byfor other person on a beneficial basis) are as follows
Name of Directors Number of Equity Shares heldMrs Silpi Chakraborty 700
Mr Sanjeev Saxena 600
l) Risk Management
A comprehensive risk management policy for the purpose of management policy in the Company for periodical review by the Board of Directors has formulated In addition Risk Management issues are generally discussed in the Audit Committee
m) CEOCFO Certification The ExecutiveWhole-time Director and Chief Financial Officer who are also heading the finance
function have confirmed to the Board that
(a) They have reviewed financial statements and the cash flow statement for the year and that to the best of their knowledge and belief
(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
Uniworth Limited34
UNIWORTH
UNIWORTHLIMITED
(ii) these statements together present a true and fair view of the companyrsquos affairs and are in compliance with existing accounting standards applicable laws and regulations
(b) There are to the best of their knowledge and belief no transactions entered into by the company during the year which are fraudulent illegal or violative of the companyrsquos code of conduct
(c) They accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of the internal control systems of the company pertaining to financial reporting and they have disclosed to the auditors and the Audit Committee deficiencies in the design or operation of internal controls if any of which they are aware and the steps they have taken or propose to take to rectify these deficiencies
(d) They have indicated to the Auditors and the Audit Committee
(i) that there have been no significant changes in internal control over financial reporting during the year
(ii) that there have been no significant changes in accounting policies during the year and
(iii) that there are no instances of significant fraud of which they have become aware and the involvement therein if any of the management or an employee having a significant role in the companyrsquos internal control system over financial reporting
n) Brief Profile and other informationrsquos of the Directors proposed to be appointed re-appointed (including those retiring by rotation) at the ensuing Annual General Meeting are given in the Notice relating thereto the shareholders
8 Means of Communication a) The Annual Half yearly and Quarterly Results are Electronically transmitted to the Stock Exchanges in
accordance with the Listing Agreement and are uploaded on the Companyrsquos Website wwwuniworthcom also the same are being published in an English Newspaper namely the Echo of India Kolkata and Arthik Lipi alongwith Dainik Lipi Bengali leading Newspapers
b) Management Discussion amp Analysis Report is forming a part of the Annual Report
9 General Shareholder Information a) Annual General Meeting - Date and Time 29th September 2015 at 1030 AM
- Venue Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046
b) Financial Calendar (Tentative and subject to change)
Financial reporting for
- the Quarter ending 30th June 2015 2nd week of August 2015 - the Quarter and Half Year ending 30th September 2015 2nd week of November 2015 - the Quarter ending 31st December 2014 2nd week of February 2016 - Year ending 31st March 2016 4th week of May 2016
c) Date of Book Closure 23rd September 2015 to 29th September 2015
d) Dividend Payment Date NA
e) Registered Office ldquoGREEN ACRESrdquo 2 Nazar Ali Lane Flatndash 4A Kolkata ndash 700 019
f) Listing on Stock Exchanges The Equity Shares of the Company are listed on the following Stock Exchanges
Annual Report 2015 35
UNIWORTH
UNIWORTHLIMITED
Code No The Calcutta Stock Exchange Ltd (CSE) 10033010
BSE Limited (BSE) 514144
Listing fees for the Financial Year 2015-2016 have been paid
g) Corporate Identity No (CIN) of the Company L17299WB1988PLC044984
h) Stock Market Data
1 The Calcutta Stock Exchange Ltd There has been no trading during the year 2 BSE Limited
Month amp Year High (`) Low (`) Monthly Volume(No of Equity Shares)
April 2014 096 058 64744May 2014 096 083 52417June 2014 101 080 32394July 2014 111 084 47313August 2014 165 084 39696September 2014 218 138 154526October 2014 330 215 125576November 2014 309 212 64128December 2014 246 162 33765January 2015 187 146 26982February 2015 153 111 36842March 2015 118 082 16397
i) Registrar and Transfer Agents Ms C B MANAGEMENT SERVICES (P) LIMITED P-22 Bondel Road Kolkata ndash 700 019 Phone No (033) 4011 6700671167186723 Fax No (033) 40116739 E-mail rtacbmslcom
(j) (1) Distribution of Shareholding as on 31st March 2015
Slab of Equity Shares held
No of Shareholders No of Equity Shares
1- 500 79783 9388 11250631 3310501 ndash 1000 3045 358 2260412 6651001 ndash 2000 1273 150 1801305 5302001 ndash 3000 386 045 959785 2823001 ndash 4000 169 020 597378 176
Uniworth Limited36
UNIWORTH
UNIWORTHLIMITED
4001 ndash 5000 104 012 481868 1425001-10000 137 016 922783 27210001-Above 89 011 15712081 4623Total 84986 10000 33986243 10000
(2) Categories of Shareholders as on 31st March 2015
Categories Number of Equity Shares Amount in (Rs)
Promoters Directors Relatives and Associated Companies
13032815 130328150 3835
Financial Institutions Govt Companies 802153 8021530 236Mutual Funds UTI 23230 232300 007Banks 28032 280320 008Foreign Institutional Investors 4300 43000 001Non ndash Resident Indians 101404 1014040 030Other Bodies Corporate 816054 8160540 240Public 19178255 191782550 5643Total 33986243 339862430 10000
k) Dematerialization of Shares and Liquidity 11710589 Equity Shares (3446 of Total Shares) are in the Dematerialised Form as on 31st March
2015
At present the Companyrsquos Shares are compulsorily traded in Dematerialised Form as per notification issued by the Securities and Exchange Board of India (SEBI) The ISIN allotted for the Equity Shares of the Company is INE207A01013
l) Share Transfer System To expedite the Share Transfer process in the Physical segment authority has been delegated to the
ldquoStakeholder Relationship Committeerdquo Share transfertransmissions approved by the Committee are placed at the Board Meeting from time to time
m) Outstanding GDRsADRsWarrants Not Applicable
n) Plant Location 1) Urla Growth Centre Raipur Chattisgarh
2) Amriti Malda West Bengal
o) Investor Correspondence S N Shenwai Uniworth Limited
ldquoGREEN ACRESrdquo 2 Nazar Ali Lane Flat- 4A Kolkata ndash 700 019 Phone (033) 40061301 Website wwwuniworthcom
Annual Report 2015 37
UNIWORTH
UNIWORTHLIMITED
DISCLOSURE OF CODE OF CONDUCTAnnual Certificate under Clause 49 (II) (E) of Listing Agreement with Stock Exchanges
DECLARATIONAs required under Clause 49 (II) (E) of the Listing Agreement with the Stock Exchanges I hereby declare that all the Board Members and Senior Management Personnel ie employees in the grades of General Manager and above of the Company have complied with the Code of Conduct of the Company for Financial Year ended 31st March 2015
Place Kolkata S N ShenwaiDate 29052015 Executive Director
AUDITORSrsquo CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT TO THE MEMBERS OF UNIWORTH LIMITED
TO THE MEMBERS OF UNIWORTH LIMITED
We have examined the compliance of conditions of Corporate Governance by Uniworth Limited (ldquothe Companyrdquo) for the year ended 31st March 2015 as stipulated in clause 49 of the Listing Agreements of the Company entered into with Stock Exchanges
The compliance of conditions of Corporate Governance is the responsibility of the management Our examination was limited to a review of the procedures and implementation thereof adopted by the company for ensuring the compliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company
In our opinion and to the best of our information and according to the explanation given to us and the representations made by the Directors and the management we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above- mentioned Listing Agreement
We state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency of the effectiveness with which the management has conducted the affairs of the Company
For S S KOTHARI amp COChartered Accountants
Firm Registration No 302034EA DATTA
Place Kolkata PartnerDate 29th May 2015 Membership No 005634
Uniworth Limited38
UNIWORTH
UNIWORTHLIMITED
INDEPENDENT AUDITORSrsquo REPORT To the Members ofUNIWORTH LIMITEDReport on the Financial Statements
We have audited the accompanying Financial Statements of UNIWORTH LIMITED (ldquothe Companyrdquo) which comprise the Balance Sheet as at 31st March 2015 the Statement of Profit and Loss the Cash Flow Statement and a summary of the Significant Accounting Policies and other explanatory information for the year then ended
Managementrsquos Responsibility for the Financial Statements
The Companyrsquos Board of Directors is responsible for the matters stated in Section 134(5) of the Companies act 2013 (ldquothe Actrdquo) with respect to the preparation of these Financial Statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes 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 frauds and other irregularities selection and application of appropriate accounting policies making judgements and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditorrsquos Responsibility
Our responsibility is to express an opinion on these Financial Statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements The procedures selected depend on the auditorrsquos judgement including assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companyrsquos preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyrsquos Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the Financial Statements
Basis for Qualified Opinion
1 Footnote (i) to Note No 23 regarding interest provision on borrowings from some of the institutions and banks which has been made in the financial statements under simple interest method at the prevailing estimated rates applicable on such loans in absence of relevant documentsconfirmations as a result of which impact of compound interestpenal charges wherever applicable having not been ascertained as well as the note therein regarding the matter of dispute between the Company and the BankersCreditors in connection with charging of interest payment and payment of principal
2 Footnote No (ii) to Note No 23 regarding non-provision of Interest on certain loans and the impact of the non-provision is not presently ascertainable
Annual Report 2015 39
UNIWORTH
UNIWORTHLIMITED
3 Footnote No 4 (i) (ii) and (iii) of Note No 15 regarding overdue Export Bills amounting to ` 3178731 lacs outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
4 Footnote 1 of 17 regarding Claims Receivable amounting to ` 68936 lacs due from various banks outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
5 Footnote 3 of Note No 17 regarding advance of ` 314473 lacs due from certain parties which in our opinion are considered doubtful of recovery against which adequate provision has not been made
6 Footnote 3 of Note No 16 relating to non-accounting of withdrawals other transactions from certain Bank accounts during the year due to reasons stated on the said Note 16 (3)
7 Note No 30 regarding non-compliance of Accounting Standard (AS) 6 Depreciation Accounting due to non-adoption of Schedule ndash II of the Companies Act 2013 and also non-compliance of mandatory Accounting Policy for Depreciation required to be followed by the Company due to reasons stated in the said Note
8 In absence of any workings for impairment of assets as per Accounting Standard (AS) 28 Impairment of Assets the impact of such impairment is not ascertainable
9 Non-provision non-compliance of Items indicated in (1) to (8) above constitute a departure from the Accounting Standards referred to in Section 133 of the Act Without considering Item Nos (1) (2) (6) (7) and (8) above whose impact on the Companyrsquos Statement of Profit and Loss is presently non-ascertainable had the provisions indicated in Item Nos (3) to (5) been made
(i) the Loss for the year would have increased by ` 3562140 lacs
(ii) Trade Receivables would have decreased by ` 3178731 lacs
(iii) Short Term Loans and Advances would decreased by ` 383409 lacs
(iv) The Shareholdersrsquo Fund would have been lower by ` 3562140 lacs
Qualified Opinion
In our opinion and to the best of our information and according to the explanations given to us except for the like effects of the matters described in the Basis for Qualified Opinion paragraph above the aforesaid Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2015 and its loss and its cash flows for the year ended on that date
Emphasis of Matters
We draw your attention to the following matters in the Notes to the Financial Statements
1 Following Notes to the Financial Statements describe the uncertainty related to the outcome of the lawsuits other legal matters and matters under settlements indicated therein
(a) Footnote (2) to Note No 4 regarding legal issues following securitization of Secured Loans as stated in the said Note
(b) Footnote (2) of Note No 15 regarding pending adjustments of Sundry Debtors against supplies and other liabilities etc due to the buyers In absence of final settlement with the parties and non-receipt of necessary approval from concerned regulatory authority extent of the amount of adjustments so required could not be ascertained
(c) Footnote to Note No 6 regarding estimated amount of ` 872228 lacs provided during the year 2002-03 as sales claims and commissions relating to earlier years from overseas customers of the Company which is pending for final settlement Necessary adjustments for such claims and commissions will be made after final settlement and obtaining necessary approval from the concerned regulatory authority
Uniworth Limited40
UNIWORTH
UNIWORTHLIMITED
(d) Footnote 1 of Note No 15 and Footnote 2 of Note No 17 regarding Debtors and Advances amounting to ` 145362 lacs and ` 138719 lacs respectively relating to Companies which have become Sick and referred to BIFR under the Sick Industrial Companies (Special Provisions) Act 1985 As the rehabilitation scheme of these companies are pending finalisation the amount of provision if any which may be required remain unascertainable
(e) Note No 32 regarding legal recourse taken by certain banks and financial institutions for recovery of their dues and the matter is sub-judice as stated in the said Note
(f) Note No 33 regarding non-compliance of certain technical formalities due to which transfer of certain borrowing facilities to a body corporate could not be made
(g) Note No 34 regarding applications made by the Company with the Reserve Bank of India from time to time for extension setting off of certain overdue bills
(h) Note No 35 regarding Debit Note sent by a body corporate in an earlier year for unilateral transfer back of all assets not taken into cognizance by the Company in preparing these Financial Statements as stated in the said Note
(i) Note No 38 regarding claims filed by a body corporate for ` 21625 lacs for non-fulfilment of clauses of the agreement relating to transfer of Nagpur Unit to them outcome of which would eventually arise on finalisation of suit
(j) Matters disclosed in Note No 19 relating to Entry Tax CentralCommercial Sales Tax Demands Customs Demands Professional TaxLabour CasesWater Cess Electricity Duty etc disclosed under Contingent Liabilities which are contested by the Company and pending before various forums authorities for final decisions
2 Note No 4 (Footnote 4) Note No 7 (Footnote) and Note No 16 (Footnote 1) to the financial statements regarding non-receipt of confirmations in respect of borrowings from banksFinancial Institutions and also debit balances in certain current accounts with banks due to restructuring being in progress book balances thereof have been relied upon
3 Note No 27 (d) regarding balance with a related party under reconciliation
4 Footnote 2 amp 3 of Note No 4 to the financial statements regarding preparation of these financial statements on Going Concern basis for the reasons stated therein as also the fact that the Company has accumulated losses and its net worth has been fully eroded Further the Company has incurred net loss during the current and previous years and the Companyrsquos current liabilities exceeded its current assets as at the Balance Sheet date These conditions along with other matters set forth in Notes to Financial Statements indicate the existence of a material uncertainty that may cast significant doubt about the Companyrsquos ability to continue as a going concern
Our opinion is not modified in respect of these matters
Report on Other Legal and Regulatory Requirements
i) As required by the Companies (Auditorrsquos Report) Order 2015 issued by the Central Government in terms of Sub-section (11) of Section 143 of the Act we enclose in the Annexure a statement on the matters specified in the said Order to the extent applicable to the Company
ii) As required by Section 143(3) of the Act we report that
a) We have sought and except for the matters described in the Basis for Qualified Opinion paragraph obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit
b) Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph above in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books
Annual Report 2015 41
UNIWORTH
UNIWORTHLIMITED
c) The Balance Sheet Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph in our opinion the Balance Sheet Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014
e) The matters described in the Basis for Qualified Opinion paragraph above in our opinion may have an adverse effect on the functioning of the Company
f) The matters described in sub-paragraph (1) under the Emphasis of Matters paragraph above in our opinion may have an adverse effect on the functioning of the Company
g) On the basis of written representations received from the Directors as on 31st March 2015 taken on record by the Board of Directors none of the Director is disqualified as on 31st March 2015 from being appointed as a director in terms of Section 164(2) of the Act
h) With respect to the other matters to be included in the Auditorrsquos Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion and to the best of our information and according to the explanations given to us
i The Company has disclosed the impact of pending litigations on its financial position wherever ascertainable
ii The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable loss
iii The Company has not transferred any amount to Investor Education and Protection Fund (Refer to Footnote No 1 to Note No4)
For S S KOTHARI amp COChartered Accountants
Firm Registration No 302034E
A DATTAPlace Kolkata PartnerDate 29th May 2015 Membership No 005634
Uniworth Limited42
UNIWORTH
UNIWORTHLIMITED
ANNEXURE TO THE AUDITORSrsquo REPORTThe Annexure referred to in our report to the members of UNIWORTH LIMITED the year ended 31ST March 2015
(i) (a) Whether the company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets
(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets However the updation of such records particularly with reference to estimated useful life of each asset is in process
(b) Whether these fixed assets have been physically verified by the management at reasonable intervals whether any material discrepancies were noticed on such verification and if so whether the same have been properly dealt with in the books of account
(b) The physical verification of fixed assets as stated by the management has been conducted by the Management during the year wherever practicable and the reconciliation of the quantities with the book records in progress The discrepancies if any would be adjusted on completion of reconciliation updation of records as stated above
(ii) (a) Whether physical verification of inventory has been conducted at reasonable intervals by the management
(ii) (a) Inventories of Raw Materials Finished Goods Work in Progress and Stores amp Spares have been physically verified at reasonable intervals by the Company except Finished Goods of Rs 1840 Lacs lying with third parties and Rs 11551 Lacs under seizure of the Excise Department
(b) Are the procedures of physical verification of inventory followed by the management reasonable and adequate in relation to the size of the company and the nature of its business If not the inadequacies in such procedures should be reported
(b) The procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business
(c) Whether the company is maintaining proper records of inventory and whether any material discrepancies were noticed on physical verification and if so whether the same have been properly dealt with in the books of account
(c) On the basis of our examination of the records of inventories we are of the opinion that the Company is maintaining proper records of inventories The discrepancies noticed on verification between physical stocks and the book records which were not material have been properly dealt with in the books of account
Annual Report 2015 43
UNIWORTH
UNIWORTHLIMITED
(iii) Whether the company has granted any loans secured or unsecured to companies firms or other parties covered in the register maintained under section 189 of the Companies Act If so
(iii) The Company has not granted any loan secured or unsecured during the year to any company firm or other party covered in the register maintained under section 189 of the Companies Act 2013
In this regard we have relied upon the entries recorded in the register maintained under section 189 of the Act
(a) Whether receipt of the principal amount and interest are also regular and
(b) If overdue amount is more than rupees one lakh whether reasonable steps have been taken by the company for recovery of the principal and interest
(iv) Is there an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services Whether there is a continuing failure to correct major weaknesses in internal control system
(iv) In our opinion and according to the information and explanations given to us there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchases of inventory and fixed assets and for the sale of goods During the course of our audit no major weakness has been noticed in the internal control system nor have there been any continuing failure on the part of the Company to correct any major weakness
(v) In case the company has accepted deposits whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under where applicable have been complied with If not the nature of contraventions should be stated If an order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal whether the same has been complied with or not
(v) The Company has not accepted any deposit from the public within the meaning of sections 73 to 76 or any other relevant provisions of the Companies Act 2013
(vi) Where maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act whether such accounts and records have been made and maintained
(vi) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under sub-section (1) of section 148 of the Companies Act 2013 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained However we have not made a detailed examination of the records with a view to determine whether they are accurate or complete
Uniworth Limited44
UNIWORTH
UNIWORTHLIMITED
(vii) (a) Is the company regular in depositing undisputed statutory dues including provident fund employeesrsquo state insurance income-tax sales-tax wealth tax service tax duty of customs duty of excise value added tax cess and any other statutory dues with the appropriate authorities and if not the extent of the arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable shall be indicated by the auditor
(vii) (a) According to the records of the Company the Company has been generally regular in depositing during the year with appropriate authorities undisputed statutory dues including provident fund employeesrsquo state insurance income tax sales tax wealth tax service tax customs duty excise duty value added tax cess and any other statutory dues where applicable except in the following cases which are outstanding for a period of more than six months from the date they became payable
VAT ` 680 lacs
Central Sales Tax ` 3654 lacs
Service tax ` 4281 lacs
Entry Tax ` 080 lacs(b) In case dues of income tax or sales tax or
wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute then the amounts involved and the forum where dispute is pending shall be mentioned (A mere representation to the concerned Department shall not constitute a dispute)
(b) According to the records of the Company following statutory dues have not been deposited by the Company on account of disputes
Nature of dues
Amount(` inLacs)
Period since when
Forum
Entry Tax 5711 1997-98 Appeal with Commissioner of Commercial Tax
Excise Duty 864 Prior to 2000 Under Appeal with CESTAT New Delhi
Electricity Duty amp Cess
1857 2005 Writ Petition before Bilaspur High Court
(c) Whether the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time
(c) The Company has not transferred any amount to Investor Education and Protection Fund [Refer to Footnote (1) to Note No 4 (a) ]
(viii) Whether in case of a company which has been registered for a period not less than five years its accumulated losses at the end of the financial year are not less than fifty per cent of its net worth and whether it has incurred cash losses in such financial year and in the immediately preceding financial year
(viii) The accumulated losses of the Company at the end of the financial year have exceeded its net worth and also the Company has incurred cash losses in the current financial year and in the immediately preceding financial year
Annual Report 2015 45
UNIWORTH
UNIWORTHLIMITED
(ix) Whether the company has defaulted in repayment of dues to a financial institution or bank or debenture holders If yes the period and amount of default to be reported
(ix) The Company has defaulted in repayment of dues to financial institutions banks and debenture holders as under
(a) As per Original Agreement all the following Term Loans have become due for repayments However the Companyrsquos negotiations with the term lenders for rescheduling restructuring is in process
Nature of Financial Assistance
Amount (` in lacs)
Period of Default
a) Term Loani) Financial Institution Not Ascertainable
Principal 2117209Interest 1068697
ii) Bank Not AscertainablePrincipal 3758542Interest 5508741
b) DebentureNov-convertible Part C Redeemable Debenture
Principal 190062Interest 19695
Also refer to Note No 4
(x) Whether the company has given any guarantee for loans taken by others from bank or financial institutions the terms and conditions whereof are prejudicial to the interest of the company
(x) The Company has given guarantee for loans taken by Other Company others from bank or financial institution and the related terms and conditions are not prejudicial to the interest of the Company
(xi) Whether term loans were applied for the purpose for which the loans were obtained
(xi) Based on the information and explanations given to us by the Management no Term Loan was obtained by the Company during the year
(xii) Whether any fraud on or by the company has been noticed or reported during the year If yes the nature and the amount involved is to be indicated
(xii) Based upon the audit procedures performed during the course of our audit and information and explanations given by the Management we report that no fraud on or by the Company has been noticed or reported during the year
For S S KOTHARI amp COChartered Accountants
Firm Registration No 302034E
A DATTAPlace Kolkata PartnerDate 29th May 2015 Membership No 005634
Uniworth Limited46
UNIWORTH
UNIWORTHLIMITED
Particulars Note No As at 31032015
As at 31032014
I EQUITY AND LIABILITIES 1 Shareholders Fund
a) Share Capital 2 399862 399862 b) Reserves and Surplus 3 (9551249) (9151387) (9086744) (8686882)
2 Non-Current Liabilitiesa) Long Term Borrowings 4 - - b) Other Long Term Liabilities 5 227675 214963 c) Long Term Provisions 6 919008 1146683 909815 1124778
3 Current Liabilitiesa) Short Term Borrowings 7 2888541 2888676 b) Trade Payables 8 3367901 3114249 c) Other Current Liabilities 9 10578553 10028310 d) Short Term Provisions 10 3729 16838724 2397 16033632
Grand Total 8834020 8471528 II ASSETS
1 Non-Current Assetsa) Fixed Assets 11
i) Tangible Assets 378887 420957 ii) Capital Work in Progress 5468 7774
b) Non-Current Investments 12 300067 300067 c) Long Term Loans and Advances 13 79596 764018 73612 802410
2 Current Assetsa) Inventories 14 363263 398178 b) Trade Receivables 15 6443072 6042724 c) Cash and Cash Equivalent 16 25352 17946 d) Short Term Loans and Advances 17 643478 615433 e) Other Current Assets 18 594837 8070002 594837 7669118
Grand Total 8834020 8471528 Significant Accounting Policies 1Other Disclosures 25 - 40
Accompanying Notes are an integral part of the Financial StatementsThis is the Balance Sheet referred to in our Report of even date
BALANCE SHEET AS AT 31ST MARCH 2015 (` in 000rsquos)
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Annual Report 2015 47
UNIWORTH
UNIWORTHLIMITED
Particulars NoteNo
For the year ended31032015
For the year ended31032014
I Revenue from OperationsSale of products 1357763 1155975 Less Excise Duty - - Net Turnover 1357763 1155975
II Other Income 20 33895 235313 III Total Revenue (I + II) 1391658 1391288 IV Expenses
Cost of Materials Consumed 21 652552 724694 Purchases of Stock in Trade 33333 313 Changes in Inventories of Finished Goods Work in Progress amp Stock in Trade 22 14347 (8299)
Employees Benefits 25 151140 139783 Finance Cost 23 536119 536116 Depreciation and Amortisation 25 42727 42824 Other Expenses 24 424306 1854524 406500 1841931 Total Expenses 1854524 1841931
V Profit before tax (462866) (450643)VI Extra Ordinary Item 25 1639 1639 VII Profit before tax after Extra Ordinary
Items (464505) (452282)
VIII Tax Expenses - - IX Profit (Loss) for the period (464505) (452282)X Earnings Per Equity Share
i) Basic (1367) (1331)ii) Diluted (1367) (1331)
Significant Accounting Policies 1Other Disclosures 25 - 40
Accompanying Notes are an integral part of the Financial StatementsThis is the Statement of Profit amp Loss referred to in our Report of even date
STATEMENT OF PROFIT amp LOSS FOR THE YEAR ENDED 31ST MARCH 2015 (` in 000rsquos)
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Uniworth Limited48
UNIWORTH
UNIWORTHLIMITED
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2015 (` in 000rsquos)
Particulars 31032015 31032014A Cash Flow from Operating Activities
Net Profit (Loss) before Tax (464505) (452282)Adjustments For Depreciation and amortisation expense 42727 42824 Exceptional Items 1639 1639 Interest Income (2700) (2299)Dividend Received - (2)Net (Gain)Loss on foreign exchange (26043) (114085)Finance Cost 536119 536116 Sundry Balances w_off 152 - Unspent Liabilities Written Back - (9895)Operating Profit before Working Capital Changes 87389 2017 Adjustments For Increase(Decrease) in Other Long Term Liabilities 12712 20646 Increase(Decrease) in Long Term Provisions 9194 9106 Increase(Decrease) in Short Term Provisions 1332 (2926)Increase(Decrease) in Trade Payables 253652 158899 Increase(Decrease) in Other Current Liabilities 550241 602658 Decrease(Increase) in Non-Current Investment - - Decrease(Increase) in Long Term Loans amp Advances (5984) 1518 Decrease(Increase) in Other Non-Current Assets - - Decrease(Increase) in Inventories 34916 (26068)Decrease(Increase) in Trade Receivables (400348) (331229)Decrease(Increase) in Short Term Loans amp Advances (28198) (20496)Decrease(Increase) in Other Current Assets - (1)Cash Generated from (used in) Operating Activities 514906 414124 Tax Expense - - Net Cash Flow from(used in) Operating Activities (A) 514906 414124
B Cash Flow from Investing Activities Interest Income 2700 2299 Dividend Income - 2 Proceeds from sale of Non-Current Investments - - Addition to Tangible Fixed Assets 1408 1295 Addition to Intangible Fixed Assets - - Sale of Tangible Fixed Assets 241 5 Net Cash flow from(used in) Investing activities ( B ) 4348 3601
Annual Report 2015 49
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos)
Particulars 31032015 31032014C Cash Flow from Financing Activities
Proceeds from Equity Shares - - Repayment from Long term Borrowings - - Proceeds from Short term Borrowings (134) (1)Exceptional Items (1639) (1639)Net Gain on foreign exchange 26043 114085 Interest Expense (536119) (536116)Net Cash Flow from Financing Activities ( C ) (511849) (423671)Net Increase ( Decrease ) in Cash amp Cash Equivalents ( A+B+C ) 7406 (5947)Closing Balance of Cash amp cash Equivalents 25352 17946 Opening Balance of Cash amp cash Equivalents 17946 23893 Net Increase ( Decrease ) in Cash amp Cash Equivalents 7406 (5947)
Notes 1 The above Cash Flow Statement has been prepared under the ldquoIndirect Methodrdquo as set out in Accounting
Standard -3 on Cash Flow Statement notified under the Companies (Accounting Standards) Rules 20062 Addition to Fixed Assets include movement of Capital Work in Progress during the year3 Proceeds from Long term Borrowings are shown net of repayments 4 Figures in brackets represent cash outflow from respective activities 5 Cash amp cash Equivalents do not include any amount which is not available to the Company for its use6 As breakup of Cash amp cash equivalents is also available in Note No16 reconciliaton of items of Cash amp
cash equivalents as per Cash Flow Statement with the equivalent items reported in the Balance Sheet is not required
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Uniworth Limited50
UNIWORTH
UNIWORTHLIMITED
1 SIGNICANT ACCOUNTING POLICIES A BASIS OF PREPARATION The Financial Statements have been prepared to comply in material respects with the Accounting
Principles generally accepted in India including mandatory Accounting Standards specified under Section 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014 under the historical cost convention and on accrual basis The Accounting Policies in all material respect have been consistently applied by the Company and are consistent with those used in previous year
B TANGIBLE ASSETS Tangible Assets are stated at cost including pre-operative expenses amp borrowing cost allocated to
qualifying assets in proportion to costs thereof C IMPAIREMENT OF ASSETS An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value An
impairement loss is charged to the profit and loss account in the year in which an asset is identified as impaired The impairement loss recognised in prior accounting period is reversed if there has been a change in the estimate of recoverable amount
D CAPITAL WORK IN PROGRESS Stated at Cost E DEPRECIATION a The full value of Leasehold land is amortized over the period of lease b Depreciation on Tangible Assets continues to be provided on straight-line method at the rates
prescribed in erstwhile Schedule ndash XIV of the Companies Act 1956 This is a non-compliance of mandatory Accounting Policy required to be followed by the Company for Depreciation on Tangible Assets in terms of Accounting Standard (AS) 6 Depreciation Accounting
F INVENTORIES Basis of Valuation Raw Material At Cost Stores amp Spare Parts At Weighted Average Cost Work in Process and Finished Goods At Cost or Market Value whichever is lower Cost for this
purpose is determined with reference to cost of materials labour and appropriate overheads
Waste Stock At estimated realizable value except waste of Silk Division used for recycling which is valued at Cost as per past practice
G INVESTMENTS Long Term Investments are stated at cost less provision and write off in cost wherever the management
considers the fall in value to be of permanent in nature H BORROWING COSTS Borrowing costs that are attributable to the acquisition and construction of a qualifying asset are capitalized
as part of cost of that asset Other borrowing costs are recognised as expense in the period in which they are incurred
I EMPLOYMENT BENEFITS i) Short Term Employees Benefits The undiscounted amount of short-term employee benefits expected to be paid in exchange for the
services rendered by employees is recognized during the period when the employee rendered the service This benefit includes salary wages short-term compensatory absences and bonus
NOTES TO THE FINANCIAL STATEMENTS
Annual Report 2015 51
UNIWORTH
UNIWORTHLIMITED
ii) Long Term Employees Benefits a) Defined contribution Short Term Employees Benefits to ESIC (employees State Insurance
Corporation) and Provident Fund Schemes This contribution is recognized during the period in which employee renders service
b) Defined Benefit Scheme For defined benefit scheme the cost of providing benefit is determined using the projected unit credit method with actuarial valuation being carried out at each balance sheet date The retirement benefit obligation recognized in the balance sheet represents the value of defined benefit obligation as reduced by fair value of planned assets Actuarial gain and losses are recognized obligation in full during the period in which they occur
c) Leave encashment is determined on accrual basis J RECOGNITION OF INCOME AND EXPENDITURE Items of Income and Expenditure are recognised on accrual basis K SALES Sales are inclusive of Job Processing charges and exclude Inter Unit transfer claims etc L FOREIGN EXCHANGE TRANSACTIONS a) Assets and Liabilities relating to Foreign Currency outstanding at the year-end are translated at the
year-end rates b) Purchases and Sales are accounted for at average rates of exchange prevailing in the month
immediately preceding the month of transactions and the difference on account of foreign exchange fluctuation on the date of actual paymentrealization are treated as foreign exchange gainloss
M SEGMENT REPORTING The accounting policies adopted for Segment Reporting are in line with the accounting policies of the
company Revenue and Expenses have been identified to Segments on the basis of their relationship to the
operating activities of the segment Revenue and Expenses that relate to the enterprise as a whole and are not allocable to segment on a reasonable basis have been included under ldquoOthersrdquo
N TAXATION Current Tax is determined on the basis of the amount of tax payable under the Income Tax Act 1961
if any Deferred Tax LiabilitiesAssets subject to consideration of prudence are recognized and carried forward only when there is reasonable certainty that sufficient taxable Income will be available against which such Deferred Tax Liabilities Assets can be adjusted
O PROVISIONS AND CONTINGENT LIABILITIES The company recognizes a provision when there is a present obligation as a result of a past event that
probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may but probably will not require an outflow of resources Where there is possible obligation or a present obligation and the likelihood of outflow of resources is remote no provision or disclosure for contingent liability is made Contingent liabilities are generally not provided for in the accounts and are disclosed separately in Notes on Accounts
P EARNING PER SHARE Basic earning per share is calculated by dividing the net profit or loss for the period attributable to
equity shareholders by weighted average number of equity shares outstanding during the period The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for the events such as bonus share other than conversion of potential equity shares that have changed the number of equity shares outstanding without a corresponding change in resources For the purpose of calculating diluted earning per share the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares
NOTES TO THE FINANCIAL STATEMENTS
Uniworth Limited52
UNIWORTH
UNIWORTHLIMITED
NOTES TO THE FINANCIAL STATEMENTS2 Share Capital
Particulars 2014-15 2013-14a) Authorised
40000000 Equity Shares of ` 10- each (Previous Year 40000000 Equity Shares of ` 10- each)
400000 400000
900000013 Non Convertible Cumulative Redeemable Preference Shares of ` 100- each (Previous Year 9000000 Preference Shares of ` 100- Each)
900000 900000
Total 1300000 1300000 b) IssuedSubscribed amp Paid Up
33986243 Equity Shares of ` 10- each (Previous Year 33986243 Equity Shares of ` 10-each)
339862 339862
Preference Shares of ` 100- each (Previous Year 600000 13 Non Convertible Cumulative Redeemable Preference Shares of ` 100- each)
60000 60000
Total 399862 399862
c) Reconciliation of the number of Equity Shares Outstanding
Particulars 2014-15 2013-14Nos Nos Nos Nos
Number of Shares outstanding at the beginning of the year
33986243 33986243
Number of Shares outstanding at the end of the year
33986243 33986243
d) Reconciliation of the number of Preferance Shares Outstanding
Particulars 2014-15 2013-14Nos Nos Nos Nos
Number of Shares outstanding at the beginning of the year
600000 600000
Number of Shares outstanding at the end of the year
600000 600000
e) Shares in the Company held by each Shareholders holding more than
Name of Shareholders Number ofShares held
of Shareheld
Number ofShares held
of Shareheld
Nos Nos Nos NosAviante International Limited 6924975 2038 6924975 2038
f) Rights Preferances and Restrictions attached to Shares Issued
Each Equity Shareholder holding shares of ` 10- each is eligible for one vote per share held and is entitled to dividend when proposed by the Board of Directors subject to the approval of the sharesholders in the Annual General Meeting Each Equity Shares holders is entitled to participate in repayament of Capital on liqudation after all secured creditors have been paid
(` in 000rsquos)
Annual Report 2015 53
UNIWORTH
UNIWORTHLIMITED
Note 13 Non Convertible Cumulative Redeemable Preference Shares have already matured for redemption
completely by 12th December 2002 as per terms of redemtion However no part of this Share Capital amount could be redeemed by the aforesaid date The Company has received during the year 2010-11 a letter from IDBI The holders demanding forthwith the payament of the entire amount due on redemption togathet with the dividends due thereon
However the matter is pending restructuring of loans due to banks and financial institutions
3 Reserve amp Surplus
Particulars As at 31st March 2014
Addition Deduction As at 31st March 2015
a) Capital Reserve-Cpital Subsidy 6030 - - 6030
b) Securities Premium Account 406046 - - 406046
c) Debenture Redemption Reserve 87000 - - 87000
d) SurplusLoss (9585820) (464505) - (10050325)
(9086744) (464505) - (9551249)
4 Long Term Borrowings
Particulars 2014-15 2013-14a) Bonds Debentures
Secured4050990 125 Non Convertible Part-C Debentures of Rs50- each (Previous Year 4050990 Non Convertible Part-C Debentures of ` 50- each)
190060 190062
Less Unpaid Matured Debentures 190060 - 190062 -Terms of repayment Non - Convertible Part - C of the Debentures of ` 50 each Redeemable at par as per the terms of the issue in three equal instalments on 2341999 2342000 amp 2342001Security The debentures together with interest etc are secured by first mortgage and charge on all the companyrsquos immovable and movable assets both present and future and charge on current assets subject to prior charge createdto be created thereon in favour of the Companyrsquos Bankers for securing borrowings for Working Capital Requirements in the ordinary course of business The mortgage and charge referred to above shall rank pari passu with the mortgages and charges created to be created in favour of the Financial Institutions
(` in 000rsquos)
(` in 000rsquos)
Uniworth Limited54
UNIWORTH
UNIWORTHLIMITED
Particulars 2014-15 2013-14b) Term Loan
From Banks Financial InstitutionsSecured Rupee Loan 1893181 1893181
Foreign Currency Loan 1094029 1053602
2987210 2946783
Less Overdue portion of Rupee amp Foreign Currency Loan (Refer Note 9 (d)]
2987210 - 2946783 -
Terms of RepaymentAs per original agreement all the Term Loans have Become due for repaymentHowever the companyrsquos negotiation with term lenderrsquos for the re-schedulingrestructuring is in process
Nature of SecurityThe Term Loan from Financial InstitutionsBanks are secured to be secured by a first mortgage and charge on all the Companyrsquos immovable and moveable assets of the Company both present and future and charge on current assets subject to prior charge created andor to be created thereon to secure borrowings for Working Capital Requirements in the ordinary course of bussiness The mortgage and charge referred to above shall rank pari passu interse
Total - -
Notes 1) The company being a sick industrial undertaking could not redeem debentures amp interest thereof as per
the terms of issue which will be dealt properly in the restructuring scheme Accordingly no transfer has been made to the Account of Investor amp Protection fund
2) Following the declaration of the Company as a Sick Industrial undertaking by the Board for Industrial and Financial Reconstruction (BIFR) vides its Order dated 30012006 in terms of Section 3 (1) (A) of the Sick Industrial Companies (Special Provisions) Act 1985 and also athe appointment of Industrial Development Bank of India as the Operating Agency for preparation of a viability study report to revive the Company Appeals against the said order were preferred by some of the secured lenders as well as the Company before the AppellateAuthority for Industrial amp Financial Reconstruction (AAIFR) The said appeals were taken up and adjudicated and vide its order dated 05122007 AAIFR has remanded the case back to BIFR with a direction to reconsider the earlier references of the company on the basis of its earlier Balance Sheets also During the year 2010-11 in one of the appeals pending before AAIFR and in pursuance of ARCILrsquos application AAIFR has opined that in veiw of the actions taken by ARCIL under Section 13 (4) of SARFAESI Act the reference filed by the Company stood abated in one of the appeals pending before AAIFR under the proviso to Section 15(1) of SICA
Following the reference application filed by the company having stood abated under the proviso to Section 15(1) of SICA ARCIL has asked Indoworth to handover to them the possession of assets of the company covered by the security
(` in 000rsquos)
Annual Report 2015 55
UNIWORTH
UNIWORTHLIMITED
However matter is subjudice in a suit before the Kolkata High Court and necesssary adjustments would be made in the financial statements if required consequent to the final outcome of the proceedings Pending the above the financial statements have been drawn up on Going Concern basis as the Management is of the view that the going concern assumption is not vitiated for the reason as stated above
3) Under the provisions of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) ARCIL has taken over possession of the secured assets of the Companyrsquos plants during the Financial Year 2008-09 and has appointed Indoworth India Ltd as the Custodian of such assets
The Companyrsquos business continued since the aforesaid take over as usual However the matter is subjudice in a suit before the Calcutta High Court and necessary adjustments in the financial statements if required would be made upon final adjudication of the proceedings However these Accounts have been prepared on a Going Concern basis as the Management is of the view that the Going Concern assumption is not vitiated for the reason as stated above
4) The outstanding balance of Term Loans from Financial Institutions and some of the banks are subject to receipt of confirmation statements which couldnot be avialable due to restructuring in progress
5 Other Long Term Liabilities
Particulars 2014-15 2013-14MP Houshing Board 23331 23331
Electricity Duty 18569 18569
Water Charge 756 42656 756 42656
Selling Commission and Claim amp Discount 183317 170586
Security Deposit 850 850
Others 852 871
Total 227675 214963
6 Long Term Provisions
i) Provision for Employees BenefitsGratuity 37826 30090
Leave Encashment 8954 46780 7497 37587
ii) OthersProvision for Commission on Export Bills 325093 325093
Provision for Sales Claim on Export Bills 547135 872228 547135 872228
Total 919008 909815
Notes The final settlement in respect of sales claims amp commissions provided during the year 2002-03 for ` 872228 lacs is still pending amp the necessary adjustment for such claim amp commissions will be made after finalisation on receipt of necessary approval from the concerned regulatory authorities
(` in 000rsquos)
Uniworth Limited56
UNIWORTH
UNIWORTHLIMITED
NOTES TO THE FINANCIAL STATEMENTS7 Short Term Borrowings
Particulars 2014-15 2013-14a) Loan Repayble on Demand
i) From BanksSecured Packing Credit 659787 659787
Foreign Bill Discount 1311299 1971086 1311299 1971086
Unsecured Book Overdraft From Banks 917455 917455
Nature Security The Working Capital from banks are secured to be secured by first charge by way of hypothecation on the Companyrsquos stocks of Raw Materials Consumables stores Semi-finished and Finished Goods and book debts present and future and Second and sub-servient mortgage and charge created to be created on the companyrsquos immovable and movable assets present and future subject to first mortgage and charge created to be created thereon in favour of lenders of Term Loans amp Debentures
b) Deposit UnSecured - 135
Others
Total 2888541 2888676
Note The outstanding balance of borrowings from the banks for Working Capital Loans and Overdraft are subject to receipt confirmationstatements which could not be available due to restructuring being in progress
8 Trade Payable
Particulars 2014-15 2013-14Import
3295172
3022729
Local 72729 91520
Total 3367901 3114249
(` in 000rsquos)
Annual Report 2015 57
UNIWORTH
UNIWORTHLIMITED
Particulars 2014-15 2013-14Note 1) Amount dues to suppliers which are subject to
cnfirmation of the parties2) There are certain cases pending in appropriate
court regarding goods supplied by various creditors which are being disputed by the company Advance given to them will be adjusted once the cases are disposed off and settled
3) The Company has amounts due to suppliers under the MicroSmall and Medium Enterprises Development Act 2006 (MSMED Act) as at 31st Marchrsquo 2015 as under
The Principal amount and Interest due theeon remaining unpaid to any supplier as at the end of the year
138057 11343
The amount of Interest paid in terms of Section 16 along with the amount of the payment made to the supplier beyond the appointed day during the year
- -
The amount of interest due and payble for the period of delay payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under this Act
- -
The amount of Interest accrued and remaining unpaid at the end of the year
- -
The amount of Interest remaining due and payable even in the succeeding yearsuntil such date when the interest dues as above are actualy paid to the small enterprise
- -
The information has been given in respect of the vendors to the extent they could be identified as ldquoMicro and Smallrdquo enterprise on the basis of information available with the Unit of the Company
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Uniworth Limited58
UNIWORTH
UNIWORTHLIMITED
9 Other Current Liabilities
Particulars 2014-15 2013-14a) Current Maturities of Finance Lease Obligations
Lease Rent 551 138
b) Interest Accrued and Due on Borrowings Interest on Debenture 19695 19695
Interest on Term Loan 1203259 1139767
Interest on Working Capital Loan 5374179 4986011
Interest on ARCIL 609386 7206519 524930 6670403
c) Unpaid Debentures and Interest Accrued thereonOver due unpaid matued Debenture - Refer Note 4(a) 190060 190062
d) Other PayablesOver Due portion of long Term Debentures - Refer Note 4(b)
2987210 2946783
Contribution to PF and Other Funds 1683 1633
Salary Wages amp Bonus 8309 7643
Tax Deducted at Sources 1109 856
Taxes amp duties 11676 15055
Leagal amp Professional Expenses -
Audit Fees 266 266
Power amp Fuel 10430 8216
Rent 732 3205
Selling Commission 7272 14485
Claim amp Discount -
Excise Duty 864 852
Liability for Capital Goods 122954 131829
Miscellaneous Liabilities 17267 23620
Advance credit Balance - 994
Advance From Customer 11651 12270
Total 10578553 10028310
10 Short Term Provisions
Particulars 2014-15 2013-14Others 3729 2397
Total 3729 2397
Note Based on the past experience the company has provided ` 3729 lacs (previous year ` 2397 lacs) during the year as sales claim which the management thinks adquate to meet future claims
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Annual Report 2015 59
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS11 Fixed Assets
i) Tangible Assets
PARTICULARS GROSS BLOCK DEPRICIATION NET BLOCK
Cost as at1042014
Addition during the
year
Deductionadjustment during the
year
Cost as at31032015
Upto1042014
For theYear
Deductionadjustment during the
year
Upto31032015
As At31032015
As At31032014
Free Hold Land 9742 - - 9742 - - - 9742 9742
Lease Hold Land 2425 - - 2425 490 16 - 506 1919 1935
Building 257083 - - 257083 138784 8499 - 147283 109800 118299
Plant amp Machinery 1897145 43 - 1897188 1616282 32931 - 1649213 247975 280863
Electrical Installation 47248 12 - 47260 42515 444 - 42959 4301 4733
Vehicle 3673 - - 3673 3133 253 - 3386 287 540
Furniture amp Fixtures amp off Equip
23287 843 308 23822 18442 584 67 18959 4863 4845
Total 2240603 898 308 2241193 1819646 42727 - 1862306 378887 420957
Previous Year 2239559 1049 5 2240603 1776822 42824 - 1819646 420957 -
Capital Work In Progress
7774 - 2306 5468 - - - - 5468 7774
12 Non-Current Investments
Particulars 2014-15 2013-14a) Investments in Equity instruments
Bodies Corporate Quoted Fully Paid Upi) Joiprakash Associates Ltd
625 (Previos Year 625 Equity Sharers of ` 10- each) Equity Shares of ` 10- each
17 17
ii) Uniworth International Ltd527600 (Previous Year 527600 Equity Shares of ` 10- each) Equity Shares of ` 10- each
792 792
iii) Uniworth Textiles Ltd5687500 (Previous Year 5687500 Equity Shares of ` 10- each) Equity Shares of ` 10- each
17632 18440 17632 18440
Un-Quoted Fully Paid Upi) KDL Pharma Ltd
1500000 (Previous Year 1500000 Equity Shares of 10- each) Equity Shares of 10- each (Full amount Re1-)
ii) Uniworth Power Ltd900 (Previous Year 900 Equity Shares of ` 10- each) Equity Shares of ` 10- each
iii) Uniworth Apparal Ltd2075000 (Previous Year 2075000 Equity Shares of ` 10- each) Equity Shares of ` 10- each
2075 2075 2075 2075
Uniworth Limited60
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Particulars 2014-15 2013-14b) Investments in Debentures or Bonds
Indoworth India Ltd3000000 (Previous Year 3000000 Secured Zero Coupon Debenture of ` 100- each) Secured Zero Coupon Debentures of ` 100- each
300000 300000
c) Investments in Mutual FundsQuoted Fully Paid UpUnit Trust of India 5000 units of Master Equity Plan of ` 10- each(Previous Year 5000 units of ` 10 each)
50 50
320565 320565 Less Provission for diminution in value of Investments 20499 20499 Total 300067 300067 Aggregate value of Quoted Investment 18490 18490 Market value of Quoted Investment 17902 17821 Aggregate value of Un-Quoted Investment 302075 302075 Aggregate Provission for diminution in value of Investments
20499 20499
13 Long Term Loans and Advances
Particulars 2014-15 2013-14a) Security Deposits
Secured Considered Goods 114 114 With Govt Department 24002 21828 UnsecuredConsidered Goods 34501 58617 32032 53974
b) Other Loans and Advances Secured Considered GoodsTaxes amp duties paid under Protest 10786 9524 UnsecuredConsidered Goods 10193 20979 10114 19638 Total 79596 73612
14 Inventories
Particulars 2014-15 2013-14a) Raw Materials 50430 63007 b) Work in Progress 157654 143425 c) Finished Goods 117157 149351 d) Stores amp Spares 21729 29720 e) Waste Stock 16293 12675
Total 363263 398178
Note 1 Mode of valuation - Refer Accounting Policy Note-1(f)2 Finished Goods i) Value of ` 18438 Lacs lying with thrid party ii) Value of ` 11551 Lacs under seizer of the Excise Department for a storage of Stock with a third party
without obtaining permission of the Excise Department
Annual Report 2015 61
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS15 Trade Receivables
Particulars 2014-15 2013-14Sundry Debtors UnsecuredConsidered Goods Outstanding for a period exceeding six month 6406061 5885516 Other Debts 37011 6443072 157208 6042724 Doubtful Outstanding for a period exceeding six month 1644 1644 Less Provision for doubtful debts 1644 - 1644 - Total 6443072 6042724
Note 1) Trade Recievable includes ` 204121 Lacs due from a Company which has become sick and registered with
BIFR under the Sick Industrial Companies (Special Provisions) Act 1985 Quantum of amount considered doubtful is not ascertainable at this Stage Accordingly no provision has been made in the account in this regards
2) In respect of Sundry Debtors (including Domestic sales Debtors) adjustments are pending against supplies and other liabilities etc due to the buyers Managent is confident of recovering the balance after such adjustments pending approval from concerned regulatory authority
3) Certain Debtors are subject to Confirmation4) Trade Recievable includes i) ` 369789 Lacs representing overdue Export Bills outstanding for long against which the acompany has
obtained a decree for realizing the outstanding debts over a period of time ranging up to twenty years The company has also filed an appeal for reductionvariation of the period of time
ii) ` 2709712 lacs representing overdue Export Bills outstanding for long that will be set off against import liabilities claims and commission etc of the respective parties
iii) ` 99230 lacs representing overdue Export Bills outstanding for long against which the management has taken appropriate steps for its recovery
iv) ` 13162 Lacs represanting other trade recievables outstanding for long against which the management has taken appropriate steps for recovery According no provision gas been considered necessary at this stage
16 Cash and Cash Equivalent
Particulars 2014-15 2013-14a) Balances with Banks
In Current Account 20129 10096 Margin Money 4499 4499 Fixed Deposit with Bank 446 25074 3059 17654
b) Cash on hand 278 292 Total 25352 17946
Note 1) Balances with the Bank in Current Account include Debit balances in Current Account of ` 7914 Lacs which
are subject to receipt of confirmation because of restructuring being in progress2) Fixed Deposit lodged with Bank as margin for Guarantee ` 407 Lacs and with Sales Tax Authorities ` 039
Uniworth Limited62
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTSLacs
3) During the year one of the banker of the company Axis Bank Ltd under instructions from ARCIL has made debit freeze (freezing all withdrawals ) of all current account of the company maintained with them the balance of which as per books amounted to ` 6523 lacs as on 31st March 2015As per Confirmation Certificates obtained from the Bank total balance of all such Current Accounts works out to ` 426 lacs as on 31st March 2015 in absence of any details of the withdrawalsother transactions made from such Accounts necessary entries could not be made in the books of the company
4) During the year the company opened certain new Current Accounts with Banks (other than the bankers of the Company)
17 Short Term Loans and Advances
Particulars 2014-15 2013-14a) Loans and Advances to Related Parties
Unsecured Considered GoodUniworth Textiles Limited 126226 132487 Doubtful Uniworth Apparel Ltd 129316 129316 Less Provission for Doubtful Advance 129316 - 129316 -
b) Others Secured Considered Good UnsecuredConsidered Good Loans to Bodies Corporates 21680 21680 Interest Receivable 10417 10417 Advance to Suppliers 20707 16632 Vat Receivable Cenvat Rebate Recievable 9184 8635 TDS Receivable 3482 3045 Focus Market Recievable 1917 Excise Duty Advance ( PLA ) 14 Service Tax amp Ed Cess Receivable 634 2422 DEPB Receivable 6 6 Duty Draw Back Receivable 720 2085 CST Refund Claim Receivable - 477 ADVANCE FBT REFUNDABLE 67 67 Claims Receievable from Banks 68936 68936 Prepaid Expenses 1042 1169 Miscellaneous Advances 378446 517252 347375 482946 Doubtful Loans to Bodies Corporates 69065 69065 Less Provision for Doubtful Advance 69065 - 69065 - Total 643478 615433
Note
Annual Report 2015 63
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS1) Claim receivable of ` 68936 lacs due from various banks on account of excess interest charged by them in
earlier years are subject to confirmation No provision has been made there against2) Short Term Loans and Advances includes ` 132709 Lacs which have become sick and referred to BIFR under
the Sick Industrial Companies (Special Provisions) Act 1985 Quantum of amount considered doubtful is not ascertainable at this Stage Accordingly no provision has been made in the account in this regards
3) Advance includes ` 314473 Lacs due from a party which in opinion of the Management is considered t be fully recoverable
4) Advance includes ` 010 Lacs due from a director (Max Amount at any time during the year ` 108 Lacs)5) Certain Advances are subject to Confirmation
18 Other Current Assets
Particulars 2014-15 2013-14Transfer of Fixed Assets 594837 594837 Total 594837 594837
Note The adjustment of ` 594837 lacs pertaining to transfer of Fixed Assets of the company in earlier years under scheme of demerger is still pending and will be dealt in restructuring Scheme19 Contingent Liabilities and Commitments (To the extent not provided for)
i) Contingent Liabilities a) Claim against the company not acknowledged as
debt b) Guarantees 767629 767742 c) Other money for which the company is contingently
liable - Letter of Credit 9882 9882 - Arrear Dividend on 13 Non Convertible Cumulative Redeemable Preference Shares (Refer Note 2 (b)) 38224 38224 - Entry Tax 8858 8858 - Central Commercial Sale Tax Demands 20463 20463 - Excise Demands 104329 127129 - Interest on Lease rent 473 - TDS Demand Default 923 - Custom Demands 46922 25200 - Professional TaxLabour CasesWater Cess etc 985 981 - Electricity Duty 11545 242604 115450 346187 Total 1010233 1113929
Note 1) Claims Disputed liabilities not acknowledged as debtthe amount of which is not ascertained2) Gaurantees include Corporate Guarantees ` 7000 lacs ( Previous Year ` 7000 lacs) given by the Company
to financial Institutions and Banks for granting Term Loans and Working Capital Loans to certain Body Corporates
Uniworth Limited64
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS20 Other Income
2014-15 2013-14a) Interest Income (TDS ` 48052- PY ` 852437-) 2699 2299 b) Other Non - operating Income (Net) 31196 233014
Total 33895 235313
21 Cost of Materials Consumed
a) Raw Materials 652552 724694 Total 652552 724694
22 Change in Inventories
a) Closing StockFinished Goods 117157 149352 Work in Progress 157654 143425 Waste 16293 291104 12674 305451
b) Opening StockFinished Goods 149352 117114 Work in Progress 143425 167480 Waste 12674 305451 12558 297152 Total 14347 (8299)
23 Finance Cost
a) Interest Expense 536119 536116 Total 536119 536116
Notes 1 Interest provision on borrowing from some of the institutions and banks has been made in the accounts at
prevailingestimated rates on simple interest basis applicable on such loans The impact of compound interest Penal charges wherever applicable could not be ascertained Besides there is dispute between the Company and BankersCreditors over the issue of charging interest and payment to the BankersCreditors of interest and principal amountThe BankersCreditors have approached appropiate court of law for recovery of its due which is being defended by the Company
2 Pending restructuring interest provision on certain loansborrowings has not been made and impact of the same is not presently ascertainable
24 Other Expenses
Particulars 2014-15 2013-14Stores amp Spare parts Consumption 132265 105108 Rent 2281 1873 Rates amp Taxes 9476 4298 Insurance 1570 1074 Power amp Fuel 132683 107966 Repairs amp Maintanance 5228 5997 Bank Charges 388 484
Annual Report 2015 65
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Particulars 2014-15 2013-14Travelling amp Conveyance 8472 7678 Directors Fees 34 40 Payment to Auditors 310 316 Brokarage amp Commission 31788 21295 Legal and Professional Expense 11176 10551 Postage and Telegram 3528 2066 Stock Echange Listing Fees 171 - Sundry Balnces woff 152 - Freight amp Forwarding 8961 5847 Previous Year Adjustment 27401 2680 Net Loss on Foreign Currency Exchange - 94977 Miscellaneous Expenses 48422 34250 Total 424306 406500
25 Additional Information
1 (a) Employees Benefits Expense Salaries and Wages 121483 120642 Contribution to Providend Fund and Other Fund 18697 8540 Staff walfare Expense 10960 10601 Total 151140 139783
Note Salary and Wages includes payment to a whole time director remuneration (b) Depriciation and Amortizartion Expense
Tangible Assets 42727 42824 Intangible Assets - Total 42727 42824
(c) Payments to Auditors Audit Fees 225 225 Taxation Matter 30 30 Other Services 30 37 Reimbursement Of Expenses 25 24 Total 310 316
(d) Exceptional and Extra Ordinary Items i) Extra Ordinary Item Impairment of Capital Work in Progress 1639 1639 Total 1639 1639
(e) Prior Period Items Previous Year Adjustment 27401 2680 Total 27401 2680
Uniworth Limited66
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Particulars 2014-15 2013-14 Qty Value (`
In lacs) Qty Value (`
In lacs) 2 a) Raw Material consumption (Under Broad Head)
i) Scoured Wool Wool Top 395824 3288 394649 2810 ii) Polyester Tow Tops 352452 545 244445 340 iii) Silk Tops 237671 2605 236291 3993 iv) Others 118274 87 141371 104 Total 1104221 6526 1016756 7247
b) Goods Purchased under broad head 9521 333 241 3 Total 9521 333 241 3
3 Work In Progress under broad headWool Tops 93757 919 75885 577 Polyester Tops 32668 109 45001 113 Waste 6805 34 120 1 Acrylic tops - - 493 1 Others 24688 515 32767 742 Total 157918 1577 154266 1434
4 a) Value of imports calculated on CIF basis by the company during the financial year in respect of -I Raw Materials 1159 130998 II Componants and Spare Parts 16916 20704 III Capital Goods - 18075 - 151702
b) Expenditure in Foreign Currency during the financial yearI Travelling - 334 II Commission to Selling Agent 39926 9129 III Others - 516
c) Total value of Imported and Indigenous materials consumedI Raw Material
Imported 1487 144509 Indigenous 651065 652552 580185 724694 Total 652552 724694
II Spare Parts and ComponantsImported 9319 19606 Indigenous 122946 132265 85502 105108 Total 132265 105108
d) The amount remited during the year in foreign currency on account of dividends to Non- Resident Shareholders
Annual Report 2015 67
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
e) Earnings in Foreign ExchangeI Export of Goods calculated on FOB Basis 125682 77602 II Royalty Know-how Professional and
Consultation FeesIII Interest and DividendIV Other Income
Note Including deemed export ` 110538 lacs (Previous year ` 149115 lacs)26 Managing Whole Time Executive Directorsrsquo Remuneration
(` In Lacs) (` In Lacs) Salary 600 1056 Allowances 209 629 Perquisites 065 078 Total 874 1763
27 Related Party disclosure as required by AS ndash 18 ldquoRelated Party Disclosurerdquo are given below a) Relationship Associates Uniworth Textile Ltd Uniworth Power Ltd Uniworth Apparel Ltd Aviante International Ltd Key Management Personnel Mr S N Shenwai b) Transactions with Related parties (` in Lacs)
Associates2014-15 2013-14
Purchase of Goods Sales of Goods 111555 100613 Services Rendered Enjoyed 14237 3278 Payment made to the Key Management Pesonnel of an Associate - 834 Loans amp Advances -Given during the yr 15961 13839 -Received during yr 21362 17310 -Balance 310315 (including receivables) 425051 132488 Guarantee Given 700000 700000
c) Transactions with Key Managemnt Personnel
Loans amp Advances Given During the year - 430 Received during the year 098 - Balance as on 31032015 010 430
d) Balance of ` 425051 lacs with Uniworth Textiles Limited (Related Party) as at 31st March 2015 is under reconciliation
Uniworth Limited68
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS28 Based on the guiding principles given in Accounting Standards on ldquoSegment Reportingrdquo (AS-17) the Companyrsquos
primary business segment is Wool and Silk business
Segment wise Revenue Results and Capital Employed under Clause 41 of the Listing Agreement for the year ended 31st March 2015
(` In Lacs) (` In Lacs)
2014-15 2013-14 A Primary Segment
a) Segment Revenue (Net SalesIncome) i) Segment ndash Wool 766964 595091 ii) Segment ndash Silk 590799 560884 iii) Others
1357763 1155975 Less Inter-Segment Revenue ndash ndash Net SalesIncome from Operations 1357763 1155975
b) Segment Results Profit (+)Loss ( - ) ( Before Tax and Interest from each Segment)
Segment ndash Wool 6514 36524 Segment ndash Silk 66739 48950 Others
73253 85474 Less Interest (Net) 536119 536117 Add Other Un-allocable income net of un-allocable expenditure
(1639) (1639)
Total Profit(Loss) before Tax (464505) (452282)
c) Net Segment Assets (Segment Assets less Segment Liabilities) Segment Assets Segment Liabilities
2014-15 2013-14 2014-15 2013-14 i) Segment ndash Wool 77801 74360 80802 77361 ii) Segment ndash Silk 7538 7387 7538 7387 iii) Others iv) Unallocable assets amp liabilities 3001 3001 ndash ndash
Total 88340 84748 88340 84748
Net Segment Assets 2014-15 2013-14
(3001) (3001) ndash ndash ndash ndash
3001 3001 ndash ndash
(` in 000rsquos)
Annual Report 2015 69
UNIWORTH
UNIWORTHLIMITED
d) Capital Expenditure (including Capital work in progress amp Depreciation) Capital Expenditure Depreciation
2014-15 2013-14 2014-15 2013-14 Segment ndash Wool 9 10 390 390 Segment ndash Silk ndash 1 37 38 Others Total 9 11 427 428
B) Secondary Segment Segment ndash Wool Segment ndash Silk
Geographical Distribution of Segment Revenues
2014-15 2013-14 2014-15 2013-14
India 6243 5190 5908 5609 Outside India 1427 761 - - Total 7670 5951 5908 5609
29 Employee benefits (Revised Accounting Standard 15)
a) Defined Contribution Plan
The company makes contribution towards Provident Fund and ESIC to a defined contribution retirement benefit plan for qualifying employees
The Provident Fund plan is operated partly by RegionalProvident Fund Commissioners and partly by an independent Trust ESIC by Government agencies Under the said schemes the company is required to contribute a specific percentage of pay roll costs in respect of eligible employees to the retirement benefit scheme to fund the benefits
During the year the company has recognised ` 6405 lacs for Provident fund contribution Rs 1898 lacs for ESIC The Contribution payable to these plans by the Company is at the rates specified in the rules of the scheme
b) Defined Benefit Plans
i) The plan provides for a lump sum payment to vested employees upon retirement death while in employment or on termination of employment of an amount equivalent to 15 days basic salary payable for each completed year of service Vesting occurs upon completion of five years of continuous service
ii) The employees of the company are eligible for encashment of leave upon retirement up to 30 days for each year (Maximum 120 days) Leave is accounted for on accrual basis
NOTES TO THE FINANCIAL STATEMENTS (` in 000rsquos)
Uniworth Limited70
UNIWORTH
UNIWORTHLIMITED
(` in Lacs)
Gratuity(Infunded)
31-03-15 31-03-14A Expenses recognised in the Statement of Profit amp Loss Account for
the year ended 31032015 i) Current Service Cost 1492 852 ii) Interest Cost 2407 1949 iii) Expected return on planned Assets - - iv) Actuarial (gain)loss 4798 5358 v) Past Service Cost vi) Effect of any curtailment settlement vii) Unrecognised defined benefit Plan viii) Expenses recognised in the Profit amp Loss Ac 8697 8159
B Net (Asset) Liabilities recognised in the Balance sheet as at 31st March 2015 i) Present Benefit of defined benefit Obligation 37826 30089 ii) Fair Value of planned Asset iii) Net (Asset) Liabilities recognised in the Balance sheet 37826 30089
C Changes in the Present value of defined benefit obligation during the year ended 31st March 2015 i) Present Value of defined benefit obligation as at 1st April 2014 30089 22931 ii) Current Service Cost 1492 852 iii) Interest Cost 2407 1949 iv) Actuarial (gain)loss 4798 5358 v) Benefit Paid (960) (1001)
Present value obligation as at 31st March 2015 37826 30089 D Principal Actuarial Assumption Used
Discount rates as at 31st March 2015 800 850Expected Return on Planned Asset NA NA Expected Salary Increase rate 600 600Mortality Rate LIC
(2006-08) (Mortality
Table)
LIC (1994-95) (Mortality
Table)
E Reconciliation of Net Assets Liability recognized in the Balance Sheet as on 31st March 2015 Net Assets (Liability) recognized in the Balance Sheet as at 31st March 2014
30089 22919
Employerrsquos Expenses 8697 8171 Employerrsquos contributions (960) (1001)Net Assets Liability) recognized in Balance Sheet as on 310315 37826 30089 Note Above information have been compiled on the basis of certificate issued by the Actuaries
Annual Report 2015 71
UNIWORTH
UNIWORTHLIMITED
30 With the introduction of the companies Act 2013 with effect from 1st Arpil 2014 adoption of Schedule - II of the said Act regarding calculation of depreciation based on estimated Useful Life of each tangible asset has become mandatory from that date However as the companyrsquos Fixed Assets Register has not yet been fully updated with regard to estimated useful life of each asset calculation of depreciation as per schedule -II could not be made by Company during the year This tantamount to non- compliance of mandatory requirements of the Companies Act 2013 read with Accounting Standard (AS) 6 Depreciation Accounting Effect of such non-compliance on the Financial Statements of the Company is not presently ascertainable
31 The Company has not recognized Deferred Tax Assets (Net) as per Accounting Standard ndash 22 regarding ldquoAccounting for Taxationrdquo estimation of future in view of consistent losses and of uncertainty regarding Profit with reasonable certainty
32 Certain Banks and Financial Institutions have taken legal recourse for recovery of their dues from the companyLoans and Advances includes Rs 150 lacs deposited with the Banks in the name of advocates on record for both parties as per order of Honrsquoble Kolkata High Court in case of litigation with the Bank
33 Due to non-completion of certain technical formalities certain borrowing facilitieswhich were to be transferred to a body corporate pursuant to the original scheme of restructuring could not be made
34 The company has applied from time to time to The Reserve Bank of India for extension set off of certain over- due bills approval of which is still awaited
35 In preparation of these Accounts cognizance has not been taken by the Company of a Debit Note sent by a body corporate in an earlier year indicating the unilateral transfer back by the said body corporate of all the assets which were transferred to them on 01042000 together with all existing and underlying securitiescharges as part of the restructuring scheme formulated by ICICI in view of the various judicial proceedings pending at this juncture However the Company has been legally advised to deal with the above transfer back only after final disposal of the process of adjudication by the Court
36 Export obligation for the assets acquiredtaken on lease without payment of applicable duties lies with the Company under the provisions of the Exim Policy (Amount unascertained)
37 Discounts commission amp other selling expenses include commission Rs 23591 lacs (Pr year Rs 13381 Lacs)
38 Claims had been filed against the Compamy by a body corporate amounting to Rs 21625 Lacs for non fulfillment of certain clauses of an agreement relating to transfer of Nagpur Unit to them in respect this we are unable to express our opinion on liablities that may arise eventualy on finalistion of suit
39 Earning Per Shares (Rs in 000rsquos)
2014-15 2013-14a) Net Profit(Loss) after tax available for equity shareholders (464505) (452282)b) Weighted average number of Basic Equity Shares of Rs10- each
outstanding during the year (Noof shares) 33986243 33986243
c) Weighted average number of Diluted Equity Shares of Rs10- each outstanding during the year (Noof shares)
33986243 33986243
d) Basic Earning Per Shares (Rs) ab (1367) (1331)e) Diluted Earning Per Shares (Rs) ac (1367) (1331)
Uniworth Limited72
UNIWORTH
UNIWORTHLIMITED
40 The previous yearrsquos figures have been reworked regrouped rearranged and reclassified wherever necessary and practicable Amounts and other disclosures for the preceding year are included as an integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Annual Report 2015 73
UNIWORTH
UNIWORTHLIMITED
If undelivered please return to UNIWORTH LIMITEDlsquoGreen Acresrsquo2 Nazar Ali Lane Flat - 4AKolkata - 700 019
UNIWORTH LIMITED CIN L17299WB1988PLC044984
Registered Office Green Acres 2 Nazar Ali Lane Flat-4AKolkata ndash 700 019 Telephone (033) 4006 1301 Email uniworthlimitedgmailcom
ELECTRONIC VOTING PARTICULARS
EVEN (Electronic Voting Event Number) User ID Password
Note Please read the instructions printed in the Notes of the Notice of AGM before exercising the vote
ATTENDANCE SLIP IWe hereby record myour presence at the 27th Annual General Meeting of the Company held on Tuesday September 29 2015 at 1030 AM at Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046
Folio NoDP ID amp Client ID Share Holding Serial No Name Name(s) of Joint Holder(s) if any
Address
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip Proxyrsquos Name in Block Letters MemberrsquosProxyrsquos Signature Note Please bring the Attendance Slip duly signed to the meeting and hand it over at the Entrance of the Meeting Hall UNIWORTH LIMITED PROXY FORM MGT-11
CIN L17299WB1988PLC044984 Registered Office Green Acres 2 Nazar Ali Lane Flat-4AKolkata ndash 700 019 Telephone (033) 4006 1301 Email uniworthlimitedgmailcom
[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies (Management and Administration) Rules 2014]
Name of the Member(s) Registered Address E-mail ID Folio NoDP ID amp Client ID IWe being the Member(s) of Uniworth Limited holdinghelliphelliphelliphelliphelliphelliphelliphelliphelliphellipEquity Shares of the above named Company hereby appoint
1) Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipAddresshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipE-mail ID helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip or failing himher
2) Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipAddresshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipE-mail ID helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip or failing himher
3) Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipAddresshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipE-mail ID helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip or failing himher
as myour Proxy to attend and vote (on a poll) for meus and on myour behalf at the 23rd Annual General Meeting of the Company to be held on Tuesday September 29 2015 at 1030 AM at Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046 at any adjournment thereof in respect of following resolutions
S No Resolutions
Ordinary Business
1 Adoption of Audited Financial Statements of the Company for Financial Year ended 31st March 2015 Reports of the Board of Directors and Auditors thereon
2 Re-appointment of Mr S N Shenwai (DIN 01716415) who retires by rotation
3 Appointment of Auditors and to fix their remuneration
Special Business
4 Appointment of Mr Tara Chand Jain (DIN 07144151) as an Additional Director
5 Appointment of Mr K Jhunjhunwala (DIN 00035091) as an Independent Director
6 Appointment of Mrs Silpi Chakraborty ( DIN 06923695) as an Independent Director
Signed this helliphelliphelliphellipday of helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip2015 Signature of Shareholder(s)helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature of Proxyholder(s)helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip
Notes 1 This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the AGM
2 For the Resolutions Explanatory Statement and Notes please refer to the Notice of Annual General Meeting of the Company 3 A proxy need not be a member of the Company
Affix Revenue Stamp
i
FORMB
Format of covering letter of the Annual Audit Report to be filed with the Stock Exchange
1 I Name of the Company Uniworth Limited
2 I Annual Financial Statements for the Year 31st March 2015 ended
3 I Type of Audit Qualification 1 Footnote (i) to Note No 23 regarding interest bull provision on borrowings from some of the institutions and banks which has been made in
the financial statements under simple interest method at the prevailing estimated rates applicable on such loans in absence of relevant documentsconfirmations as a result of which impact of compound interestpenal charges wherever applicable having not been ascertained as well as the note therein regarding the matter of dispute between the Company and the BankersCreditors in connection with charging of interest payment and payment of principal
2 Footnote No (ii) to Note No 23 regarding nonshyprovision of Interest on certain loans and the impact of the non-provision is not presently ascertainable
3 Footnote No 4 (i) (ii) and (iii) of Note No 15 regarding overdue Export Bills amounting to Rs 3178731 lacs outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
4 Footnote 1 of 17 regarding Claims Receivable amounting to Rs 68936 lacsdue from various banks outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
5 Footnote 3 of Note No 17 regarding advance of Rs 314473 lacs due from certain parties which in our opinion are considered doubtful of recovery against which adequate provision has not been made
6 Footnote 3 of Note No 16 relating to nonshyaccounting of withdrawals other transactions from certain Bank accounts during the year due
to rpasons stated on the said Note 16 (3) 7 Note No 30 regarding nun-compliance or
Accounting Standard (AS) 6 Depreciation Accounting due to non-adoption of Schedule - II of the Companies Act 2013 and also nonshycompliance of mandatory Accounting Policy for Depreciation required to be followed by the Company due to reasons stated in the said Note
8 In absence of any workings for impairment of assets as per Accounting Standard (AS) 28 Impairment of Assets the impact of such impairment is not ascertainable
9 Non-provision I non-compliance of Items indicated in (1) to (8) above constitute a departure from the Accounting Standards referred to in Section 133 of the Act Without considering Item Nos (1) (2) (6) (7) and (8) above whose impact on the Companys Statement of Profit and Loss is presently nonshyascertainable had the provisions indicatprI in Item Nos (3) to (5) been made (i) the Loss for the year would have increased by Rs 3562140 lacs
(ii) Trade Receivables would have decreased by Rs 3178731 lacs
(iii) Shott Term Loans and Advances would decreased by Rs 383409 lacs
(iv) The Shareholders Fund would have been lower by Rs 3562140 lacs
In our opinion and to the best of our information and according to the explanations given to us except for the like effects of the matters described in the Basis for Qualified Opinion paragraph above the aforesaid Financial Statements give the information required by the Act in the manner so required and give a true and
fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2015 and its loss and its cash flows for the year ended on that date
We draw your attention to the following matters in the Notes to the Financial Statements
1 Following Notes to the Financial Statements describe the uncertainty related to the outcome of the lawsuits lother legal matters and matters under settlements indicated therein
~~-~ or ~r gt
~~I(J~ IOfl1)
I (a)Footnote (2) to Note No4 regarding legal issues
following securitization of Secured Loans as stated in the said Note
(b)Footnote (2) of Note No 15 regarding pending adjustments of Sundry Debtors against supplies and other liabilities etc due to the buyers In absence of final settlement with the parties and non-receipt of necessary approval from concerned regulatory authority extent of the amount of adjustments so required could not be ascertained
(c) Footnote to Note No 6 regarding estimated amount of Rs 872228 lacs provided during the year 2002-03 as sales claims and commissions relating to earlier years from overseas customers of the Company which is pending for final settlement Necessary adjustments for such claims and commissions will be made after final settlement and obtaining necessary approval frommiddot the concerned regulatory authority
(d)Footnote 1 of Note No 15 and Footnote 2 of Note No 17 regarding Debtors and Advances amounting to Rs 145362 lacs and Rs 138719 lacs respectively relating to Companies which have become Sick and referred to BIFR under the Sick Industrial Companies (Special Provisions) Act 1985 As the rehabilitation scheme of these companies are pending finalisation the amount of provision if any which may be required remain unascertainable
(eNote No 32 regarding legal recourse taken by certain banks and financial institutions for recovery of their dues and the matter is sub-judice as stated in the said Note
(f) Note No 33 regarding non-compliance of certain technical formalities due to which transfer of certain borrowing facilities to a body corporate could not be made
(g)Note No 34 regarding applications made by the Company with the Reserve Bank of India from time to time for extension I setting off of certain overdue bills
(h)Note No 35 regarding Debit Note sent by a body corporate in an earlier year for unilateral transfer back of all assets not taken into cognizance by the Company in preparing these Financial Statements as stated in the said Note
~o(r_~-~ _( l~ I ))() C
Jflt ~
(i) Note No 38 regarding claims filed by a body mrporate for Rs 21625 lacs for non-fulfilment of clauses of the agrppment relating to transfer of Ilagpur Unit to them outcome of which would eventually arise on finallsation of suit
(j) tvlatters disclosed in Note No 19 relating to Entry Tax CentralCommercial Sales Tax Demands Customs Demands Professional TaxLabour casesWater Cess Electricity Duty etc disclosed under Contingent Liabilities which are contested by the Company and pending before various forums authorities for final decisions
2 Note No 4 (Footnote 4) Note No 7 (Footnote) and Note No 16 (Footnote 1) to the financial statements regarding non-receipt of confirmations in respect of borrowings from banksFinancial Institutions and also debit balances in certain current accounts with banks due to restructuring being in progress book balances thereof have been relied upon
3 Note No 27 (d) regarding balance with a related party under reconciliation
4 Footnote 2 amp 3 of Note No 4 to the financial statements regarding preparation of these financial statements on Going Concern basis for the reasons stated therein as also the fact that the Company has accumulated losses and its net worth has been fully eroded Further the Company has incurred net loss during the current and previous years and the Companys current liabilities exceeded its current assets as at the Balance Sheet date These conditions along with other matters set forth in Notes to Financial Statements indicate the existence of a material uncertainty that may cast significant doubt about the Companys ability to continue as a going concern
Our opinion is not modified in respect of these matters
Frequency of Qualification I Yearly Draw attention to relevant notes in the IThe Company has adequate system of internal Annual Financial statements and
4
controls to ensure that all assets are safeguarded and I
protected against loss and that all transactions are in the Directors Report management response to the qualification
authorized recorded and reported correctly TIle systems are designed to support the reliability of the financial and other records for preparing financial statements and other data The Statutory Auditors also discuss their comments and findings with the management as well as with the audit committee
The Company has also regularly placed before the Board Internal Audit Reports FinanCial Results with Provisional Balance Sheets Performance Review Report of various Units together with Executive Summary Current Workings and all Current matters of commercial importance and various other information as generally required under the various Stock Exchange listing Agreements
The Audit Committee reviews the efficacy of the Audit Committee chair I Additional comments from the Board
internal control mechanism and monitors the risk management policies adopted by the Company The Committee also reviews the report furnished by the internal and Statutory Auditors and ensures that suitable follow up actions are taken Besides the Committee also examines accounting taxation and disclosure aspects of all significant transactions
5 I To be signed by-CEO Managing Director FOfun~ExecutiveWhole-time Director
SIs~i Executive Director
For Uniworth Ltd
~ CFO A K Ladia
For S S Kothari amp Co Chartered Ac~ntants (ReJlistratittJo 302034E)
For Uniworth Limited
Audit Committee Chairman ~
A
- Uniworth Limited AR 2015pdf
- Attendance Slip _UL_pdf
-
Uniworth Limited4
UNIWORTH
UNIWORTHLIMITED
XI The Scrutinizer shall after the conclusion of voting at the general meeting will first count the votes cast at the meeting and thereafter unblock the votes cast through e-voting in the presence of at least two witnesses not in the employment of the Company and shall make not later than three days of the conclusion of the AGM a consolidated scrutinizerrsquos report of the total votes cast in favour or against if any to the Chairman or a person authorized by him in writing who shall countersign the same and declare the result of the voting forthwith
XII The Results declared along with the Scrutinizerrsquos Report shall be placed on the Companyrsquos website wwwuniworthcom and on the website of NSDL wwwevotingnsdlcom immediately after the declaration of result by the chairman or a person authorized by him in writing The results shall also be immediately communicated to the Calcutta Stock Exchange Limited and BSE Limited
g) MembersProxies should bring the Attendance Slip duly filled in for attending the Meeting
MEMBERS ARE REQUESTED TO BRING THEIR COPIES OF THE ANNUAL REPORT TO THE MEETING
ANNEXURE TO THE NOTICE
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013 IN RESPECT OF SPECIAL BUSINESS
Item No 4Mr Tara Chand Jain who was appointed as an Additional Director of the Company with effect from 31st March 2015 in terms of Section 161 of the Companies Act 2013 and Article 98 of the Article of Association of the Company vacates his office at this Annual General Meeting A notice under Section 160 of the Companies Act 2013 alongwith requisite deposit has been received by the Company from a member proposing the appointment of Mr Tara Chand Jain as a Director of the Company liable to retire by rotationThe proposed resolution is recommended for adoption None of the DirectorsKey Managerial Personnel of the Company and their relatives is concerned or interested financially or otherwise except Mr Tara Chand Jain is concerned andor interested in the aforesaid resolutionItem No 5Mr K Jhunjhunwala is a Non-Executive Independent Director of the Company He joined the Board of Directors of the Company on 31st December 2004 and continues to hold the said office since then Mr Jhunjhunwala is a Qualified Chartered Accountant having wide experience in Accounts Finance Legal and Management He is also a Director in Mercury Fund Management Company Ltd Discovery Infoways Ltd Discovery Institute of Information Technology Ltd Prudential Sugar Corporation Ltd Ami Computers (India) Ltd Sumerai Exports Pvt Ltd Ami Capital Markets Ltd W Newman amp Co Ltd Winner Vanijya Pvt Ltd Deccan Remedies LtdKejriwal Trading Co Ltd Prarambh Vidyangan Pvt Ltd Rishab Tradecomm Pvt Ltd Dynamic Dealtrade Pvt Ltd Maninag Tradelink Pvt Ltd Goldview Properties Pvt Ltd and Growmore Infrastructure Pvt LtdHe does not hold either directly or indirectly any Equity Shares of the CompanyMr Jhunjhunwala is Director whose period of office is liable to determination by retirement of directors by rotation under the erstwhile applicable provisions of the Companies Act 1956 In terms of Section 149 and other applicable provisions of the Companies Act 2013 Mr Jhunjhunwala being eligible and offering himself for appointment is proposed to be appointed as an Independent Director for a tenure of five consecutive years upto 31st March 2020 A notice has been received from a member proposing Mr Jhunjhunwala as a candidate for the office of Director of the CompanyIn the opinion of the Board Mr Jhunjhunwala fulfils the conditions specified in the Companies Act 2013 and rules made thereunder for his appointment as an Independent Director of the company and is independent of the management Copy of the draft letter for appointment of Mr Jhunjhunwala as an Independent Director would be available for inspection without any fee by the members at the Registered Office of the Company during normal business hours on any working day excluding SaturdayThe Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Mr Jhunjhunwala as an Independent Director Accordingly the Board recommends
Annual Report 2015 5
UNIWORTH
UNIWORTHLIMITED
the resolution for your approvalExcept Mr Jhunjhunwala being an appointee none of the DirectorsKey Managerial Personnel of the Company and their relatives is concerned or interested financially or otherwise in the resolution set out at item No 5 This Explanatory Statement may also be regarded as a disclosure under Clause 49 of the Listing agreement with the Stock ExchangeItem No 6Mrs Silpi Chakraborty is a Non-Executive Independent Director of the Company She joined the Board of Directors of the Company on 14th July 2014 and continues to hold the said office since then She does not hold Directorship of any other Company and Membership of Committees of the Board of any other CompanyMrs Silpi Chakraborty is senior professional having wide exposure and experience in various affairs of Secretarial Management and Administration In terms of Section 149 and other applicable provisions of the Companies Act 2013 Mrs Silpi Chakraborty being eligible and offering herself for appointment is proposed to be appointed as an Independent Director for a tenure of five consecutive years upto 31st March 2020 A notice has been received from a member proposing Mrs Silpi Chakraborty as a candidate for the office of Director of the CompanyShe also holds 700 Equity Shares of the CompanyIn the opinion of the Board Mrs Silpi Chakraborty fulfils the conditions specified in the Companies Act 2013 and rules made thereunder for her appointment as an Independent Director of the company and is independent of the management Copy of the draft letter for appointment of Mrs Silpi Chakraborty as an Independent Director would be available for inspection without any fee by the members at the Registered Office of the Company during normal business hours on any working day excluding SaturdayThe Board considers that her continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Mrs Silpi Chakraborty as an Independent Director Accordingly the Board recommends the resolution for your approvalExcept Mrs Silpi Chakraborty being an appointee none of the DirectorsKey Managerial Personnel of the Company and their relatives is concerned or interested financially or otherwise in the resolution set out at item No 6 This Explanatory Statement may also be regarded as a disclosure under Clause 49 of the Listing agreement with the Stock ExchangeParticulars relating to Directors seeking appointment re-appointment pursuant to Clause 49(VIII)(E)(1) of the Listing AgreementMr Tara Chand Jain Mr Tara Chand Jain is professional having wide exposure and experience in Accounts and Finance He was appointed as an Additional Director of the Company on 31032015 He does not hold Directorship of any other Company and Membership of Committees of the Board of any other Company He also does not hold either directly or indirectly any Equity Shares of the CompanyMr K Jhunjhunwala Mr K Jhunjhunwala is a Qualified Chartered Accountant having wide experience in Accounts Finance Legal and Management He was appointed as a Director of the Company on 31122004 and continues to hold the said office since then He is also a Director of Mercury Fund Management Company Ltd Discovery Infoways Ltd Discovery Institute of Information Technology Ltd Prudential Sugar Corporation Ltd Ami Computers (India) Ltd Sumerai Exports Pvt Ltd Ami Capital Markets Ltd W Newman amp Co Ltd Winner Vanijya Pvt Ltd Deccan Remedies Ltd Kejriwal Trading Co Ltd Prarambh Vidyangan Pvt Ltd Rishab Tradecomm Pvt Ltd Dynamic Dealtrade Pvt Ltd Maninag Tradelink Pvt Ltd Goldview Properties Pvt Ltd and Growmore Infrastructure Pvt Ltd He holds in some companies membership of committees of the Board He also does not hold either directly or indirectly any Equity Shares of the CompanyMrs Silpi Chakraborty Mrs Silpi Chakraborty is senior professional having wide exposure and experience in various affairs of Secretarial Management and also in Project Management and Administration She was appointed as a Director of the Company on 14072014 and continues to hold the said office since then She does not hold Directorship of any other Company and Membership of Committees of the Board of any other Company She also holds 700 Equity Shares of the Company
Uniworth Limited6
UNIWORTH
UNIWORTHLIMITED
GREEN INITIATIVES ndash on sending Annual Report and Accounts to the members of the Company through electronic mode
This initiative is pursuant to two Circulars bearing nos 172011 and 182011 dated 21st April 2011 and 29th April 2011 respectively issued by the Ministry of Corporate Affairs Govt of India
Under the aforesaid Circulars service of documents including Annual Reports and Accounts upon the shareholders through e-mail ndash shall be in compliance with Section 20 of the Companies Act 2013
The Shareholders (whether holding shares in physical or electronic mode) who are interested to receive soft copy of the Annual Reports and Accounts of the Company on and from the year ie 2011-12 are requested to register their respective e-mail ids at the web-page of our Registrar amp Share Transfer Agent C B Management Services (P) Ltd at wwwcbmslcomgreenphp
Mr S N ShenwaiMr S N Shenwai has long association with the Company with multi-functional experience in Textiles Industry in Accounts Projects and Commercial Functions He does not hold Directorship of any other Company and Membership of Committees of the Board of any other Company He also does not hold either directly or indirectly any Equity Shares of the Company
Registered Office By Order of the Board ldquoGREEN ACRESrdquo2 Nazar Ali Lane Flat-4AKolkata ndash 700 019 S N ShenwaiDate 12th August 2015 Executive Director
Annual Report 2015 7
UNIWORTH
UNIWORTHLIMITED
Your Directors have pleasure in presenting their 27th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March 2015
FINANCIAL HIGHLIGHTS
During the year under review performance of your company is as under
Particulars 31st March 2015 (Rs in Lacs)
31st March 2014(Rs in Lacs)
Total Income 1391658 1391288Profit(Loss) before Interest and Depreciation Before prior period adjustment 143381 132028Previous year adjustments amp Extra Ordinary Items 29040 5370Profit (Loss) before Interest and Depreciation 114341 126658Less Interest for the year 536119 536116Profit (Loss) before Depreciation (421778) (409458)Less Depreciation 42727 42824Profit (Loss) before Tax (464505) (452282)Less Provision for taxation ndash ndashProfit (Loss) after Tax for the year (464505) (452282)Add Balance Brought Forward from the Previous year (9585820) (9133538)Profit(Loss) carried to Balance Sheet (10050325) (9585820)
STATE OF COMPANYrsquoS AFFAIRS AND FUTURE OUTLOOK During the year under review total revenue remained almost at same level to Rs 13917 crores as against Rs 13913 crores in the previous year There was a cash profit to the tune of Rs 1434 crores as against Rs 1320 crores before interest and Depreciation in the previous year Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources
BUSINESS OUTLOOK Demand for textile products have been on the fall for the higher end products like wool rich products due to global recession and have been the reason for not so encouraging top line Coupled with this sporadic fiscal instability in certain global markets was a cause of concern Although the demand for the same has started showing some improving trends and hence the company is optimistic and continuing its vigorous efforts in domestic as well as in foreign market
PROCESS OF RESTRUCTURING Under the provisions of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) ARCIL had taken over possession of the secured assets of the Companyrsquos plants and appointed Indoworth India Limited as the Custodian of such assets The Companyrsquos business continued throughout the year as usual However the matter is subjudice in various suits before the Calcutta High Court and other Forums and necessary adjustments in the financial statements if required would be made upon final adjudication of proceedings The matter is subjudice and writ petition is pending before the Honrsquoble High Court Calcutta
MATERIAL CHANGE AND COMMITMENTS AFTER THE BALANCE SHEET DATEThere have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of this report
DIVIDEND In view of huge accumulated losses the Directors regret their inability to recommend any dividend for the Financial Year 2014-15
DIRECTORSrsquo REPORT TO THE MEMBERS
Uniworth Limited8
UNIWORTH
UNIWORTHLIMITED
DEPOSITS
The Company has neither invited nor accepted deposits from the public within the meaning of Section 73 of the Companies Act 2013 and the rules made there under
DIRECTORSrsquo RESPONSIBILITY STATEMENT
In compliance of Section 134 (5) of the Companies Act 2013 your Directors state as follows
a) That in the preparation of accounts applicable accounting standards have been followed and there are no material departures
b) That appropriate accounting policies have been selected and applied consistently with reasonable and prudent judgements and estimates so as to give true and fair view of the state of affairs of the Company
c) That proper and sufficient care have been taken for the maintenance of adequate accounting records for safeguarding assets and for preventing fraud and other irregularities
d) That the Annual Accounts have been prepared on a going concern basis
e) That internal financial controls had been laid down and are adequate and operating effectively
f) That proper systems had been devised to ensure compliance with the provision of all applicable laws and such systems are adequate and operating effectively
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr S N Shenwai (DIN 01716415) retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment
Since the last Annual General Meeting Mr Tara Chand Jain (DIN 07144151) has been appointed as Additional Director of the Company wef 31032015 Appropriate Resolution seeking your approval for his appointment is appearing in the Notice convening the Annual General Meeting
DECLARATION FROM INDEPENDENT DIRECTOR
The Independent Directors has submitted their Disclosures to the Board that they fulfill all the requirements as stipulated under section 149 (6) of the Companies Act 2013 so as to qualify themselves to be appointed as Independent Directors
PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186
Details of Loans Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013 forms part of the Financial Statements
TRANSACTION WITH RELATED PARTY
Related party transactions that were entered during the financial year were on armrsquos length basis and in the ordinary course of business There were no materially significant related party transactions which were in conflict of the Company
AMOUNTS TRANSFERRED TO RESERVES
In view of huge accumulated losses the Directors regret their inability to recommend any amount to be transferred to reserves for the Financial Year 2014-15
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The details pertaining to conservation of energy technology absorption foreign exchange earnings and outgo are provided as Annexure I which forms part of this report
RISK MANAGEMENT
A comprehensive risk management policy for the purpose of management policy in the Company for periodical review by the Board of Directors is in place In addition Risk Management issues are generally discussed in the Audit Committee
Annual Report 2015 9
UNIWORTH
UNIWORTHLIMITED
CORPORATE SOCIAL RESPONSIBILITIES
The provisions of Section 135 of the Act in connection with Corporate Social Responsibility are not applicable to the Company since the Company falls below the threshold limits
BOARD EVALUATION
The board of directors has carried out an annual evaluation of its own performance Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (ldquoSEBIrdquo) under Clause 49 of the Listing Agreements (ldquoClause 49rdquo)
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure effectiveness of board processes information and functioning etc
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees effectiveness of committee meetings etc
The Board and the Nomination and Remuneration Committee (ldquoNRCrdquo) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in meetings etc In addition the Chairman was also evaluated on the key aspects of his role
In a separate meeting of independent Directors performance of non-independent directors performance of the board as a whole and elected Chairman of the each meeting was evaluated taking into account the views of executive directors and non-executive directors The same was discussed in the board meeting that followed the meeting of the independent Directors at which the performance of the Board its committees and individual directors was also discussed
CORPORATE GOVERNANCE
As a Listed Company necessary measures are taken to comply with Clause 49 and all other applicable provisions of Listing Agreements with the Stock Exchanges and other Company Law requirements A report on Corporate Governance along with a certificate from the Auditors is annexed hereto and forms part of this Report
NUMBER OF BOARD MEETINGS
During the Financial Year 2014-15 the Board of Directors of the company met six times details of the meetings has been given in the Corporate Governance Report which forms part of this report
AUDIT COMMITTEE
The Details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms part of this report
NOMINATION amp REMUNERATION COMMITTEE
The Details pertaining to composition of Nomination amp Remuneration Committee are included in the Corporate Governance Report which forms part of this report
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Details pertaining to composition of Stakeholders Relationship Committee are included in the Corporate Governance Report which forms part of this report
AUDITORSrsquo REPORT
The observations of the Auditorsrsquo Report have been dealt with in the Notes to Financial Statement and being self-explanatory do not call for any further clarifications
AUDITORS
Ms S S Kothari amp Co Chartered Accountants Auditors of the Company are retiring at the ensuing Annual General Meeting and are eligible for re-appointment
Uniworth Limited10
UNIWORTH
UNIWORTHLIMITED
COST AUDITOR
Your Company had appointed Ms Sanat Joshi amp Associates Cost Accountants as Cost Auditors with the approval of the Central Government for audit of cost records maintained by the Company for the financial year 2015-2016 SECRETARIAL AUDITOR In terms of Section 204 of the Companies Act 2013 the Board of Directors at their meeting held on 29th May 2015 have appointed Ms K K Sanganeria amp Associates Practicing Company Secretaries as Secretarial Auditor for conducting Secretarial Audit of the Company for the Financial Year 2015-16 Report of the Secretarial Auditor for the financial year ended 31032015 is given as an Annexure II which forms part of this reportBOARDS VIEW During the year under Review the Company continued to be under BIFR as a Sick Industrial Undertaking The matter is subjudice before the Court of Law As regards appointment of full time Company Secretary the company is on the lookout for suitable candidates and the compliance of the requirement shall be met shortly The Company has disputed the repayment of due The loss and damages caused to the borrower by the lender is much more than the amount lent Hence figures of the borrowed amount shown in the balance sheet after due adjustments with the said loss and damages may result in entitlement to recover substantial amount from the lender Under these facts and circumstances the figures of borrowed amount in this balance sheet cannot be considered as admission if any of the claim of lender(s)EXTRACT OF ANNUAL RETURN As provided under Section 92 (3) of the Companies Act 2013 the extract of Annual Return is given in Annexure III in the prescribed form MGT-9 which forms part of this reportPOLICY ON PREVENTION OF SEXUAL HARASSMENTThe company is committed to provide a safe and conducive work environment to its employee and has formulated ldquoPolicy for Prevention of Sexual Harassmentrdquo During the financial year ended 31st March 2015 the Company has not received any complaints pertaining to Sexual HarassmentINDUSTRIAL RELATIONS Industrial Relations continued to remain cordial throughout the year Your Directors wish to place on record their appreciation for dedicated and sincere services rendered by the executives staff and workmen at all levelsACKNOWLEDGEMENT Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government Financial Institutions Banks Shareholders and others during the year under review
On Behalf of the Board
Place Kolkata S N Shenwai T C Jain Date 29th May 2015 Executive Director Director
ANNEXURE - I TO THE DIRECTORS REPORT Particulars of Energy Conservation Technology Absorption and Foreign Exchange Earnings amp Outgo required under the Companies (Accounts) Rules 2014
A ENERGY CONSERVATION
As the cost per unit of Electricity Furnace Oil amp Coal is regularly increasing it is our consistent endeavor to bring saving in energy consumption Periodic energy audits are conducted to improve energy performance and in line of that we have taken following steps to ensure conservation of the energy
1) Changing of energy efficient LED Lights in place of Fluorescent Lights
2) Installation of Inverters in Ring Frame Machinery which ensures energy saving
3) Modification of compressor pipe line for energy conservation
Annual Report 2015 11
UNIWORTH
UNIWORTHLIMITED
B TECHNOLOGY ABSORPTION
TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION 1 Efforts in brief made towards technology
absorption adaptation and innovation The Company always keep close contact with
IWS CSIR and other Internationals Indian Research Institutes like Inter Wool Lab Silk Board etc Various technical experts give their view and suggestion for improving technology Technical Staff of the Company are sent abroad for training in new technology
2 Benefit derived as a result of the above efforts eg products improvement cost reduction product development import substitution etc
Benefits derived are -
Better capacity utilization in machine with improved quality
Improvement in productivity per spindle and reduction in cost
By optimizing relative temperature and relative humidity the company has saved considerable amount By using the latest technology based energy efficient fuses chokes tube light ballasts and power cables etc the Company has achieved a significant savings on electricity consumption
3 In case of imported technology (Imported during last 5 years reckoned from the beginning of the financial year) following information may be furnisheda) Technology imported Not Applicableb) Year of Import Not Applicablec) Status of Implementation Not Applicable
RESEARCH amp DEVELOPMENT (R amp D) 1 Specified areas in which R amp D
Carried out by the Company Continuous improvement in Quality Standards
to match the International Markets
Due to in house Research and Development Activities following products were developed and launched during the year
i) Wool Wool blended with Polyester yarn
ii) Siro and Siro lycra yarn in Wool and Polywool
iii) PolyesterViscose amp polyster Acrylic yarn
iv) Blending of Silk with Wool Nylon and Viscose
Continuous technological and market innovation to match the changed requirements of the markets
Incorporated dyeing automation for better receipe management amp consistency in shades
Uniworth Limited12
UNIWORTH
UNIWORTHLIMITED
Research amp Development lab and pilot plant in Dyeing Department started developing all kinds of shades
2 Benefit derived as a result of the above R amp D Implemented ISO-9001-2008 ndash new quality management system duly certified by BIS during the year
3 Future plan of action Strengthening the research on quality improvement
To achieve total quality management cost reduction
4 Expenditure on R amp Da) Capital NILb) Recurring Expenses incurred are charged to respective
heads and are not allocated separately
FOREIGN EXCHANGE EARNINGS AND OUTGO (` in Lacs)
2014-2015 2013-2014a) Foreign Exchange Earnings 125682 77602b) Foreign Exchange Outgo
i) CIF Value of ImportsRaw Material 1159 130998Capital Goods ndash ndashComponents amp Spare Parts 16916 20704
ii) Others 32234 9516
Annual Report 2015 13
UNIWORTH
UNIWORTHLIMITED
ANNEXURE - II
SECRETARIAL AUDIT REPORT
FORM NO MR-3
FOR THE FINANCIAL YEAR ENDED MARCH 31 2015[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No 9 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014]
ToThe MembersUniworth Limited
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Uniworth Limited (hereinafter called the Company) Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereon Based on my verification of Uniworth Limitedrsquos books papers minute books forms and returns filed and other records maintained by the Company and also the information provided by the Company its officers agents and authorized representatives during the conduct of secretarial audit I hereby report that in my opinion the Company has during the audit period covering the financial year ended March 31 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent in the manner and subject to the reporting made hereinafter
I have examined the books papers minute books forms and returns filed and other records maintained by the Company for the financial year ended on March 31 2015 according to the provisions of
(1) The Companies Act 2013 (the Act) and the rules made there under
(2) The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules made thereunder
(3) The Depositories Act 1996 and the Regulations and bye-laws framed thereunder
(4) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and External Commercial Borrowings
(5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (lsquoSEBI Actrsquo)-
a The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2013
b The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 1992
c The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(6) Employees Provident Fund and Miscellaneous Provisions Act 1952
(7) Employees State Insurance Act 1948
(8) Environment Protection Act 1986 and other environmental laws
(9) Factories Act 1948
(10) Hazardous Wastes (Management and Handling) Rules 1989 and Amendment Rule 2003
(11) Indian Contract Act 1872
(12) Income Tax Act 1961 and Indirect Tax Laws
(13) Indian Stamp Act 1999
Uniworth Limited14
UNIWORTH
UNIWORTHLIMITED
(14) Industrial Dispute Act 1947
(15) Maternity Benefits Act 1961
(16) Minimum Wages Act 1948
(17) Payment of Bonus Act 1965
(18) Payment of Gratuity Act 1972
(19) Payment of Wages Act 1936 and other applicable labour laws
I have also examined compliance with the applicable clauses of the following
(i) Secretarial Standards issued by The Institute of Company Secretaries of India
(ii) The Listing Agreements entered into by the Company with BSE Limited and the Calcutta Stock Exchange Limited
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above
I report that Company has no full time Company Secretary as required by the Companies Act 2013
I further report that during the year under Review the Company continued to be under BIFR as a Sick Industrial Undertaking The matter is subjudice before the Court of Law
I further report that Redemption of Debentures is under default
I further report that this report also refer the Statutory Auditors Report dated 29th May 2015 specially the basis for their qualified opinion as mentioned therein
I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non Executive Directors and Independent Directors
The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act
Adequate notice is given to all Directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting
Majority decision is carried through while the dissenting membersrsquo views are captured and recorded as part of the minutes
I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws rules regulations and guidelines
I further report that during the audit period there were no instances of
(i) Public Rights Preferential issue of shares debentures sweat equity
(ii) Redemption buy-back of securities
(iii) Major decisions taken by the Members in pursuance to Section 180 of the Companies Act 2013
(iv) Merger amalgamation reconstruction etc
(v) Foreign technical collaborations
This Report is to be read with our letter which is annexed as Annexure A and Forms an Integral part of this report
Kamal Kumar Sanganeria K K Sanganeria amp AssociatesPlace Kolkata FCS No 2643Date 27052015 CP No 3880
Annual Report 2015 15
UNIWORTH
UNIWORTHLIMITED
ANNEXURE - II SECRETARIAL AUDIT REPORT (Contd)
lsquoAnnexure Arsquo(To the Secretarial Audit Report of Ms Uniworth Limited for the financial year ended 31032015)
ToThe MembersUniworth LimitedGreen Acres 2 Nazar Ali LaneFlat- 4A Kolkata ndash 700 019
Our Secretarial Audit Report for the financial year ended 31032015 of even date is to be read along with this letter
1 Maintenance of secretarial record is the responsibility of the management of the Company Our responsibility is to express an opinion on these secretarial records based on our audit
2 We have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records The verification was done on test basis to ensure that correct facts are reflected in secretarial records We believe that the processes and practices we followed provide a reasonable basis for our opinion
3 We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company
4 Where ever required we have obtained the Management representation about the compliance of laws rules and regulation and happening of events etc
5 The compliance of the provisions of Corporate and other applicable laws rules regulations standards is the responsibility of management Our examination was limited to the verification of procedure on test basis
6 The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company
Kamal Kumar Sanganeria K K Sanganeria amp AssociatesPlace Kolkata FCS No 2643Date 27052015 CP No 3880
Uniworth Limited16
UNIWORTH
UNIWORTHLIMITED
ANNEXURE III
FORM NO MGT ndash 9EXTRACT OF ANNUAL RETURN
as on the financial year ended 31032015
[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014]
I REGISTRATION AND OTHER DETAILS
CIN L17299WB1988PLC044984
Registration Date 11th August 1988
Name of the Company Uniworth Limited
Category SubndashCategory of the Company Company having Share Capital
Address of the Registered office and contact details Green Acres 2 Nazar Ali Lane Flat ndash4 A Kolkata ndash 700 019
Whether listed company Yes
Name Address and Contact details of Registrar and Transfer Agent if any
C B Management Services (P) Ltd Pndash22 Bondel Road Kolkatandash 700 019 Tel No (033) 4011ndash6700671167186723
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the company shall be stated
Name and Description of main products services
NIC Code of the Productservice
to total turnover of the company
Worsted Yarn 13113 56
Silk Yarn 13112 44
III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
Sl No
Name and address of the Company
CINGLN Holding SubsidiaryAssociate
of share held
Applicable Section
None
Annual Report 2015 17
UNIWORTH
UNIWORTHLIMITED
IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Categoryndashwise Share Holding
Category of Shareholders
No of Shares heldat the beginning of the year
No of Shares held at the end of the year
Change during
the yearDemat Physical Total of Total
Shares
Demat Physical Total of Total
Shares
A Promoters(1) Indian(a) Individual HUF 3743343 595518 4338861 1277 3743343 595518 4338861 1277 ndash(b) Central Govt or State Govt
ndash ndash ndash ndash ndash ndash ndash ndash ndash
(c) Bodies Corporate 365854 1401825 1767679 520 365854 1401825 1767679 520 ndash(d) BankFI ndash ndash ndash ndash ndash ndash ndash ndash ndash(e) Any other ndash ndash ndash ndash ndash ndash ndash ndash ndashSUB TOTAL (A)(1) 4109197 1997343 6106540 1797 4109197 1997343 6106540 1797 ndash(2) Foreigna) Individuals (Non- Residents Individuals Foreign Individuals)
ndash ndash ndash ndash ndash ndash ndash ndash ndash
b) Bodies Corp ndash 6924975 6924975 2038 ndash 6924975 6924975 2038 ndashc) Institutions ndash ndash ndash ndash ndash ndash ndash ndash ndashd) Qualified Foreign Investor
ndash ndash ndash ndash ndash ndash ndash ndash ndash
e) Any Others (Specify) ndash ndash ndash ndash ndash ndash ndash ndash ndashSubndashtotal (A)(2) ndash 6924975 6924975 2038 ndash 6924975 6924975 2038 ndashTotal shareholding of Promoter (A) = (A)(1)+(A)(2)
4109197 8922318 13031515 3834 4109197 8922318 13031515 3834 ndash
B Public Shareholding1 Institutionsa) Mutual Funds 4393 18837 23230 007 4393 18837 23230 007 ndashb) Banks FI 5910 22122 28032 008 5910 22122 28032 008 ndashc) Central Govt State Govt(s)
- 750000 750000 221 - 750000 750000 221 ndash
d) Venture Capital Funds - - - - - - - - ndashe) Insurance Companies 52003 150 52153 015 52003 150 52153 015 ndashf) Foreign Institutional Investors
- 4300 4300 001 - 4300 4300 001 ndash
g) Foreign Venture Capital Funds
- - - - - - - - ndash
h) Others (specify) - - - - - - - - ndash
Subndashtotal (B)(1) 62306 795409 857715 252 62306 795409 857715 252 ndash
Uniworth Limited18
UNIWORTH
UNIWORTHLIMITED
Category of Shareholders
No of Shares heldat the beginning of the year
No of Shares held at the end of the year
Change during
the yearDemat Physical Total of Total
Shares
Demat Physical Total of Total
Shares
2 NonndashInstitutionsa) Bodies Corp 613433 183426 796859 234 636728 179326 816054 240 006
b) Individuals
i) Individual shareholders holding nominal share capital upto ` 1 lakh
5599497 12145144 17744641 5221 5492191 12106631 17598822 5178 (043)
ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh
1249696 198195 1447891 426 1375936 198195 1574131 463 037
c) Any Others (specify)
i) NRI-Rep 18337 73775 92112 027 16987 73775 90762 027 000
ii) NRI-Non Rep 8676 ndash 8676 003 10642 ndash 10642 003 000
d) Trust 193 ndash 193 000 193 ndash 193 000
e) Clearing Member 6641 ndash 6641 002 6409 ndash 6409 002 000
Subndashtotal (B)(2) 7496473 12600540 20097013 5913 7539086 12557927 20097013 5913 ndashTotal Public Shareholding (B)=(B)(1) + (B)(2)
7558779 13395949 20954728 6166 7601392 13353336 20954728 6166 ndash
C Shares held by Custodian for GDRs amp ADRs
ndash ndash ndash ndash ndash ndash ndash ndash ndash
Grand Total (A+B+C) 11667976 22318267 33986243 10000 11710589 22275654 33986243 10000 ndash
Annual Report 2015 19
UNIWORTH
UNIWORTHLIMITED
(ii) Shareholding of Promoters
Shareholderrsquos Name Shareholding at the beginning of the year
Share holding at the end of the year
change in share holding
during the year
No of Shares
of total Shares of the
Company
of Shares Pledged encum-bered
No of shares
of total Shares of the
Company
of Shares Pledgedencum-bered
RBProperties Private Limited 365854 108 ndash 365854 108 ndash ndash
Uniworth Securities Limited 1400 000 ndash 1400 000 ndash ndash
Uniworth Textiles Limited 1260250 371 ndash 1260250 371 ndash ndash
Uniworth Services Private Limited
140175 041 ndash 140175 041 ndash ndash
Aviante International Limited 6924975 2038 ndash 6924975 2038 ndash ndash
Aman Lohia 1151025 339 ndash 1151025 339 ndash ndash
Meena Lohia 1374250 404 ndash 1374250 404 ndash ndash
Megha Lohia 1218068 358 ndash 1218068 358 ndash ndash
Meena Lohia 595518 175 ndash 595518 175 ndash ndash
Total 13031515 3834 ndash 13031515 3834 ndash ndash
(iii) Change in Promoters Shareholding (Please specify if there is no change)
Shareholderrsquos Name Shareholding at the beginning of the
year
Date wise increase (decrease) in shareholding during the year
Cumulative Shareholding at the end of the year
No of Shares
of total Shares of the
Company
Date No of Shares
Nature No of shares
of total Shares of the
CompanyRBProperties Private Limited
365854 108 NIL NIL NIL 365854 108
Uniworth Securities Limited
1400 000 NIL NIL NIL 1400 000
Uniworth Textiles Limited 1260250 371 NIL NIL NIL 1260250 371Uniworth Services Private Limited
140175 041 NIL NIL NIL 140175 041
Aviante International Limited
6924975 2038 NIL NIL NIL 6924975 2038
Aman Lohia 1151025 339 NIL NIL NIL 1151025 339
Meena Lohia 1374250 404 NIL NIL NIL 1374250 404
Megha Lohia 1218068 358 NIL NIL NIL 1218068 358
Meena Lohia 595518 175 NIL NIL NIL 595518 175
Uniworth Limited20
UNIWORTH
UNIWORTHLIMITED
(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters and Holders of GDRs and ADRs)
Shareholderrsquos Name Shareholding at the beginning of the
year
Date wise increase (decrease) in shareholding during the year
Cumulative Shareholding at the end of the year
No of Shares
of total Shares of the
Company
Date No of Shares
Nature No of shares
of total Shares of the
CompanyMadhya Pradesh State Industrial Development Corporation Limited
750000 221 Nil Nil Nil 750000 221
Saurav Gupta201163 059 25042014 5408 TransferBuy 206571 061
18092014 2100 TransferBuy 208671 061Sanjeev Sureka 63952 019 Nil Nil Nil 63952 019
Asha Sanjay Tibdewal 57555 017
18042014 1375 TransferBuy 58930 017
10102014 1 TransferBuy 58931 017
24102014 (1023) TransferSell 57908 017
31102014 (10) TransferSell 57898 017
United India Insurance Company Limited
52003 015 Nil Nil Nil 52003 015
Lata Bhanshali 49210 014 Nil Nil Nil 49210 014
Sanjay Nandlal Tibdewal 49145 014 30092014 25043 TransferBuy 74188 022
24102014 (1500) TransferSell 72688 021
31102014 (500) TransferSell 72188 021
Alom Extrusions Limited 48100 014 Nil Nil Nil 48100 014
Niket Jhunjhunwala 45540 013 Nil Nil Nil 45540 013
Riyajuddin Khan 40032 012
25042014 (13) TransferSell 40019 012
02052014 (30017) TransferSell 10002 003
16052014 (9992) TransferSell 10 000
30052014 (10) TransferSell 0 000
Annual Report 2015 21
UNIWORTH
UNIWORTHLIMITED
(v) Shareholding of Directors and Key Managerial Personnel
Shareholderrsquos Name Shareholding at the beginning of the year
Date wise increase (decrease) in shareholding during the year
Cumulative Shareholding at the end of the year
No of Shares
of total Shares of the
Company
Date No of Shares
Nature No of shares
of total Shares of the
CompanySilpi Chakraborty 700 000 NIL NIL NIL 700 000
Sanjeev Saxena 600 000 NIL NIL NIL 600 000
V INDEBTEDNESS Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Loans excluding deposits
Unsecured Loans
Deposits Total Indebtedness
Indebtedness at the beginning of the financial yeari) Principal Amount 4936931 917455 1355 5855741ii) Interest due but not paid 6670403 -- -- 6670403iii) Interest accrued but not due -- -- -- --Total (i+ii+iii) 11607334 917455 1355 12526144Change in Indebtedness during the financial yearbull Addition 576543 -- -- 576543bull Reduction (2) -- (20) (22)Net Change 576541 -- (20) 576521Net Change Indebtedness at the end of the financial yeari) Principal Amount 4977356 917455 1335 5896146ii) Interest due but not paid 7206519 -- -- 7206519iii) Interest accrued but not due -- -- -- --Total (i+ii+iii) 12183875 917455 1335 13102665
Uniworth Limited22
UNIWORTH
UNIWORTHLIMITED
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A Remuneration to Managing Director Wholendashtime Directors andor Manager
Sl No Particulars of Remuneration Name of the Whole-time Directors
Total Amount (In Lacs)
S C Kalra S N Shenwai1 Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act 1961
098 809 907
(b) Value of perquisites us 17(2) Income Tax Act 1961 303 064 367
(c ) Profit in lieu of salary under Section 17(3) Income Tax Act 1961
- - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -
- As of profit - - -
- Others specify - - -
5 Others please specify - - -
Total (A) 401 873 1274
Ceiling as per the Act 4200
B Remuneration to other Directors
Sl No Particulars of Remuneration Name of the Directors Total Amount
(Rs)S C
MajumderK
JhunjhunwalaSilpi
ChakrabortyT C Jain Sanjeev
Saxena1 Independent Directors
bull Fee for attending board committee meetings
- 16000 14000 - - 30000
bull Commission - - - - - -
bull Others please specify - - - - - -
Total (1) - 16000 14000 - - 30000
2 Other Non-Executive Directorsbull Fee for attending board committee
meetings 4000 - - - - 4000
bull Commission - - - - - -
bull Others please specify - - - - - -
Total (2) 4000 - - - - 4000
Total (B)=(1+2) 4000 16000 14000 - - 34000
Total Managerial Remuneration 1308000
Overall Ceiling as per the Act All Non-ExecutiveIndependent Directors have been paid only sitting fees for attending Board meeting and
Committee meetingswhich is well within the limits prescribed under the Companies Act 2013
Annual Report 2015 23
UNIWORTH
UNIWORTHLIMITED
C Remuneration to Key Managerial Personnel other than MDManagerWT
Sl No
Particulars of Remuneration Name of the KMP Total Amount
(In Lacs)A K Ladia (CFO) Company Secretary
1 Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act 1961
330 ndash 330
(b) Value of perquisites us 17(2) Income Tax Act 1961
018 ndash 018
(c ) Profit in lieu of salary under Section 17(3) Income Tax Act 1961
ndash ndash ndash
2 Stock Option ndash ndash ndash
3 Sweat Equity ndash ndash ndash
4 Commission ndash ndash ndash
- As of profit ndash ndash ndash
- Others specify ndash ndash ndash
5 Others please specify ndash ndash ndash
Total 348 ndash 348
VII PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES
Type Section of the
Companies Act
Brief Description
Details of Penalty Punishment
Compounding fees imposed
Authority [RD NCLT
COURT]
Appeal made if any (give Details)
A COMPANYPenalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
B DIRECTORSPenalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
C OTHER OFFICERS IN DEFAULTPenalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
Uniworth Limited24
UNIWORTH
UNIWORTHLIMITED
INDUSTRY STRUCTURE amp DEVELOPMENT
Indian Textiles Industry is one of the leading textile industries in the world Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources The fast growing retail apparel industry in the organized sector with multiple and strong Brands in every sphere of fabric and clothing have further increased the importance and demand for textiles products and quality yarns in particular
OPPORTUNITIES AND THREATS
After global economic revival picks up the pace the demand for quality products is expected to bounce back in the coming years News of Chinarsquos internal demand of yarns surpassing its own production capacities is also quite encouraging and is an enormous growth potential by itself for producers in India and other countries as well However the rising cost of raw materials is a matter of concern together with the growing competition from other developing countries
SEGMENT WISE PERFORMANCE
The Companyrsquos business activities fall within a single primary segment of Textile Yarns viz WoolWorstedSilkSilk SpunNoil Yarns etc
FINANCIAL PERFORMANCE
Turnover of the Company during the year was Rs1391658 Lacs as against Rs1391288 Lacs in the previous year The Turnover remained almost at same level of previous year Profit before Interest Depreciation and Taxes was Rs114341 Lacs as against Rs126658 in the previous year
OPERATIONS MANAGEMENT DISCUSSION AND ANALYSIS
During the year under review total revenue remained almost at same level to Rs 13917 crores as against Rs 13913 crores in the previous year There was a cash profit to the tune of Rs 1434 crores as against Rs 1320 crores before interest and Depreciation in the previous year Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources
BUSINESS OUTLOOK
Demand for textile products have been on the fall for the higher end products like wool rich products due to global recession and have been the reason for not so encouraging top line Coupled with this sporadic fiscal instability in certain global markets was a cause of concern Although the demand for the same has started showing some improving trends and hence the company is optimistic and continuing its vigorous efforts in domestic as well as in foreign market
RISK amp CONCERNS
The primary risk for the Company is with the volatile Export markets and the uncertainty prevailing in the Global Economy Having to compete with low cost producers from countries like China and Korea is always a concern There are no significant current borrowings and thus the company seems isolated from financial risks and concerns especially in the face of increasing interest rates and cost of Capital
INTERNAL CONTROL SYSTEM
The Company has adequate system of internal controls to ensure that all assets are safeguarded and protected against loss and that all transactions are authorized recorded and reported correctly The systems are designed to support the reliability of the financial and other records for preparing financial statements and other data The Statutory Auditors also discuss their comments and findings with the management as well as with the audit committee
MANAGEMENT DISCUSSION amp ANALYSIS REPORT
Annual Report 2015 25
UNIWORTH
UNIWORTHLIMITED
The Company has also regularly placed before the Board Internal Audit Reports Financial Results with Provisional Balance Sheets Performance Review Report of various Units together with Executive Summary Current Workings and all Current matters of commercial importance and various other information as generally required under the various Stock Exchange Listing Agreements
HUMAN RESOURCES
The Company continues to recognize the importance of good human relations in the smooth working of the organization Up gradation of the skills of the employees is pursued by the Company through regular on-the-job training sessions
CAUTIONARY STATEMENT
The facts and views mentioned in this report on Management Discussion and Analysis describing the Companyrsquos views about the industry or otherwise and the forecasts made are entirely based on opinion formed by the Management of the Company and actual position or results may differ from those implied therein Important factors that could make a difference include economic developments within India and outside and also the economic performance of other countries with which the Company conducts business as well as availability of raw materials and prices and other incidental factors
For and on behalf of the Board of Directors
Place Kolkata S N Shenwai T C JainDate 29052015 Executive Director Director
Uniworth Limited26
UNIWORTH
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1 Companyrsquos Philosophy on Code of Corporate Governance
The Company believes that Corporate Governance is the combination of voluntary practices and compliance with the laws and regulations of the Companies leading to effective control and management of the Company Good Corporate Governance leads to long term shareholders value and enhances the interest of other stakeholders including the employees and all others connected with the Organization
The Company confirm the practice of good Corporate Governance codes by the company in true spirit and are pleased to present below the Report on Corporate Governance
2 Board of Directors
i As on March 31 2015 the Company has five directors Out of the five Directors four (ie 8000) are non-executive directors including two Independent Directors and one Nominee Director The composition of the board is in conformity with Clause 49 of the Listing Agreements entered into with the stock exchanges
ii None of the directors on the board hold directorships in more than ten public companies Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a director Necessary disclosures regarding committee positions in other public companies as on March 31 2015 have been made by the directors None of the directors are related to each other
iii Independent directors are Non-Executive Directors as defined under Clause 49(ll)(B)(1) of the Listing Agreements entered into with the Stock Exchanges The maximum tenure of the independent directors is in compliance with the Companies Act 2013 (ldquoActrdquo) All the Independent Directors have confirmed that they meet the criteria as mentioned under clause 49 of the Listing Agreement and Section 149 of the Act
iv The names and categories of the Directors on the Board their attendance at Board meetings held during the year and the number of directorships and committee chairmanships memberships held by them in other public companies as on March 31 2015 are given herein below Other directorships do not include directorships of private limited companies Section 8 companies and of companies incorporated outside India Chairmanships memberships of board committees shall include only audit committee and stakeholdersrsquo relationship committee
Name of Directors Category Number of Board Meetings during the year 2014-15
Whether attended last AGM held on
Sept 26 2014
Number of directorships
in other Public Companies
Number of Committee
positions held in other public
companies
Held Attended Chairman Member Chairman Member
Mr K Jhunjhunwala Independent Non-Executive
6 5 Yes ndash 9 ndash 3
Mr A G Bhatnagar Non Independent
Non-Executive
1 ndash No ndash ndash ndash ndash
Mr S C Kalra Non Independent
ExecutiveDirector
1 1 No ndash ndash ndash ndash
REPORT ON CORPORATE GOVERNANCE(Pursuant to Clause 49 of the Listing Agreement)
Annual Report 2015 27
UNIWORTH
UNIWORTHLIMITED
Name of Directors Category Number of Board Meetings during the year 2014-15
Whether attended last AGM held on
Sept 26 2014
Number of directorships
in other Public Companies
Number of Committee
positions held in other public
companies
Held Attended Chairman Member Chairman Member
Mr S N Shenwai Non Independent
Executive Director
6 2 No ndash ndash ndash ndash
Mr S C Majumder Non Independent
Non-Executive
2 1 Yes (By Invitation)
ndash ndash ndash ndash
Mrs Silpi Chakraborty
Independent Non-Executive
4 4 Yes ndash ndash ndash ndash
Mr Tara Chand Jain
Non Independent
Non-Executive
1 ndash NA ndash ndash ndash ndash
Mr Sanjeev Saxena Non-Executive amp Nominee of MPSIDC Ltd
6 ndash No ndash ndash ndash ndash
Mr A G Bhatnagar has resigned as Director of the Company wef 29th May 2014 and Mr S C Kalra has resigned as Executive Director of the Company wef 29th May 2014 Appointed as an Additional Director and subsequently designated as Executive Director wef 29th May 2014 Resigned as Director of the Company wef 14th July 2014 Appointed as an Additional Director wef 14th July 2014 Appointed as an Additional Director wef 31st March 2015
v Six board meetings were held during the year and the gap between two meetings did not exceed one hundred twenty days The dates on which the said meetings were held
29052014 14072014 12082014 12112014 11022015 and 31032015 The necessary quorum was present for all the meetings
vi During the year a separate meeting of the independent directors was held inter-alia to review the performance of non-independent directors and the board as a whole
vii The Board periodically reviews compliance reports of all laws applicable to the Company prepared by the Company
viii The Company regularly placed before the Board Internal Audit Reports Financial Results with Provisional Balance Sheets Performance Review Report of various Units together with Executive Summary Current Workings and all Current matters of commercial importance and various other information as under Clause 49 of the Listing Agreement from time to time
ix The Companies Act 2013 requires that a Woman Director should be a member of the Board of director Hence Mrs Silpi Chakraborty was appointed on 14th July 2014 as member of the Board as Woman Independent Director her appointment was duly confirmed by means of E-voting in last AGM of the company held on 26092014
22 Code of Conduct The Board of Directors plays an important role in ensuring good governance The Code of Conduct formulated
Uniworth Limited28
UNIWORTH
UNIWORTHLIMITED
by the Company during the year which the DirectorsSenior Executive have been advised to follow envisages inter alia the following-
To observe the highest standards of ethical conduct and integrity and to work to the best of their ability and judgement
To maintain and help the Company in maintaining highest degree of Corporate Governance practices
To act in utmost good faith and exercise due care diligence and integrity in performing their official duties
Not to seek accept or receive directly or indirectly any gift payments or favour in whatsoever form from Companyrsquos Business Associates which can be perceived as being given to gain favour or dealing with the Company and to ensure that the Companyrsquos interests are never compromised
To maintain confidentiality of information entrusted by the Company or acquired during performance of their duties and not to use it for personal gain or advantage
Not to commit any offences involving moral turpitude or any act contrary to law or opposed to the public policy
3 Audit Committee i) The audit committee of the Company is constituted in line with the provisions of Clause 49 of the Listing
Agreements entered into with the stock exchanges read with Section 177 of the Act
ii) The terms of reference of the Audit Committee are broadly as under -
a) Oversight of the Companyrsquos financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct sufficient and credible
b) Recommend the appointment remuneration and terms of appointment of auditors of the Company
c) Approval of payment to statutory auditors for any other services rendered by the statutory auditors
d) Reviewing with the management the annual financial statements and auditorsrsquo report thereon before submission to the board for approval with particular reference to
bull Matters required to be included in the directorrsquos responsibility statement to be included in the boardrsquos report in terms of clause (c) of sub-section 3 of section 134 of the Act
bull Changes if any in accounting policies and practices and reasons for the same
bull Major accounting entries involving estimates based on the exercise of judgment by management
bull Significant adjustments made in the financial statements arising out of audit findings
bull Compliance with listing and other legal requirements relating to financial statements
bull Disclosure of any related party transactions
bull Qualifications in the draft audit report
e) Reviewing with the management the quarterly financial statements before submission to the board for approval
f) Reviewing with the management the statement of uses application of funds raised through an issue (public issue rights issue preferential issue etc) the statement of funds utilised for purposes other than those stated in the offer document prospectus notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue and making appropriate recommendations to the board to take up steps in this matter
g) Review and monitor the auditorsrsquo independence and performance and effectiveness of audit process
h) Approval or any subsequent modification of transactions of the Company with related parties
i) Scrutiny of inter-corporate loans and investments
Annual Report 2015 29
UNIWORTH
UNIWORTHLIMITED
j) Valuation of undertakings or assets of the Company wherever it is necessary
k) Evaluation of internal financial controls and risk management systems
l) Reviewing with the management performance of statutory and internal auditors adequacy of the internal control systems
m) Reviewing the adequacy of internal audit function if any including the structure of the internal audit department staffing and seniority of the official heading the department reporting structure coverage and frequency of internal audit
n) Discussion with internal auditors of any significant findings and follow up there on
o) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board
p) Discussion with statutory auditors before the audit commences about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern
q) To look into the reasons for substantial defaults in the payment to the depositors debenture holders shareholders (in case of non-payment of declared dividends) and creditors
r) Establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed
s) To review the functioning of whistle blower mechanism
t) Approval of appointment of CFO
u) The Committee reviews the efficacy of the internal control mechanism and monitors the risk management policies adopted by the Company The Committee also reviews the report furnished by the internal and Statutory Auditors and ensures that suitable follow up actions are taken Besides the Committee also examines accounting taxation and disclosure aspects of all significant transactions
v) Carrying out any other function as is mentioned in the terms of reference of the audit committee
w) To mandatorily review the following information
bull Management discussion and analysis of financial condition and results of operations
bull Statement of significant related party transactions (as defined by the audit committee)submitted by management
bull Management letters letters of internal control weaknesses issued by the statutory auditors
bull Internal audit reports relating to internal control weaknesses and
bull The appointment removal and terms of remuneration of the chief internal auditor
iii) The audit committee invites executives as it considers appropriate (particularly the head of the finance function) representatives of the statutory auditors and representatives of the internal auditors to be present at its meetings The Company Secretary acts as the secretary to the audit committee
iv) The previous annual general meeting (AGM) of the Company was held on September 26 2014 and was attended by the Chairman of the audit committee
v) The Composition of the Committee and the attendance of each member of the Committee during the year 2014-15 are given below
Name Category Profession Number of Meetings during the Financial year 2014-15
Held Attended
Mr A G Bhatnagar Non Independent Non-Executive
Professional 1 -
Uniworth Limited30
UNIWORTH
UNIWORTHLIMITED
Name Category Profession Number of Meetings during the Financial year 2014-15
Held Attended
Mr S C Kalra Non Independent Executive Director
Service 1 1
Mr S C Majumder Non Independent Non-Executive
Service 1 1
Mr K Jhunjhunwala Independent Non-Executive
Chartered Accountant
4 3
Mr S N Shenwai Non Independent Executive Director
Service 3 -
Mrs Silpi Chakraborty Independent Non-Executive
Professional 3 3
Resigned as members of the Committee wef 29th May 2014 Resigned as members of the Committee wef 14th July 2014 Appointed as member of the Committee wef 29th May 2014 Appointed as member of the Committee wef 14th July 2014 Members present at the meeting elect one of themselves as Chairman of the Meeting
vi) During the year 2014-15 4 (Four) meetings of the Audit Committee were held and the gap between two meetings did not exceed four months The dates of the meetings are following 29052014 12082014 12112014 and 11022015
4 Nomination and Remuneration Committee i) The Nomination and Remuneration Committee was re-organised during the year as per the provisions
of the act and Clause 49 of the Listing Agreement
ii) The Nomination and Remuneration Committee was formed with a view to reviewing and making recommendations on annual salaries performance commissions perquisite and other employment conditions of ExecutiveWhole-time Directors and other Executives and Officials The Committee also takes into consideration remuneration practices followed by leading companies as well as information provided by reputed consultants while determining the overall remuneration package
iii) The composition and attendance of the members at the Meetings of Remuneration Committee during the year 2014-15 were as under
Name Category Number of Meetings during the Financial year 2014-15
Held Attended
Mr K Jhunjhunwala Independent Non-Executive 4 3
Mr A G Bhatnagar Non Independent Non-Executive 1 ndash
Mr S C Majumder Non Independent Non-Executive 1 1
Mrs Silpi Chakraborty Independent Non-Executive 3 3
Mr T C Jain Non Independent Non-Executive ndash ndash
Resigned as member of the committee wef 29th May 2014 Resigned as member of the committee wef 14th July 2014 Appointed as member of the committee wef 14th July 2014 Appointed as member of the committee wef 31st March 2015 Members present at the meeting elect one of themselves as Chairman of the Meeting
During the year 2014-15 4 (four) Meetings of the Nomination and Remuneration Committee were held on the following dates 29052014 12082014 12112014 and 11022015
Annual Report 2015 31
UNIWORTH
UNIWORTHLIMITED
iv) Remuneration of Directors Details of remuneration paid payable to Directors for the year ended 31st March 2015 are as follows (Amount in Rs)
Name of Directors Board Meeting
Audit Committee
Meeting
Commission Total
Mr K Jhunjhunwala 10000 6000 ndash 16000
Mr S C Majumder 2000 2000 ndash 4000
Mrs Silpi Chakraborty 8000 6000 ndash 14000
Mr T C Jain ndash ndash ndash ndash
Mr Sanjeev Saxena ndash ndash ndash ndash
Resigned as member of the committee wef 14th July 2014 Appointed as member of the committee wef 14th July 2014 Appointed as member of the committee wef 31st March 2015
vi) Details of Remuneration paidpayable to Executive Directors Remuneration for the year ended 31st March 2015 is as follows
(Amount in lacs)
Name of Director Salary Allowance Perquisites Total
Mr S C Kalra 079 019 303 401
Mr SN Shenwai 600 209 064 873 Mr S C Kalra resigned as Executive Director of the Company wef 29th May 2014
Mr S N Shenwai appointed as Executive Director of the Company wef 29th May 20145 Stakeholders Relationship Committee i) As per the applicable provisions of Section 178 of the companies Act 2013 and Clause 49 of the
Listing Agreement the nomenclature Share Transfer cum Investor Grievance Committee was renamed as Stakeholders Relationship Committee
ii) The Stakeholders Relationship Committee look into the redressal of complaints of investors such as transfer or credit of shares non-receipt of dividend notices annual reports etc
iii) During the year two meetings of the Stakeholder Relationship committee was held on 16062014 and 16122014
iv) The composition and attendance of the members in the following Committee Meetings during the year 2014-15 were as under
Name Number of meetings during the financial year 2014-15
Held Attended
Mr K Jhunjhunwala 2 2
Mr A G Bhatnagar ndash ndash
Mr S C Kalra ndash ndash
Mr S N Shenwai ndash ndash
Mr S C Majumder 1 1
Mrs Silpi Chakraborty 1 1
Mr Tara Chand Jain ndash ndash
Resigned as members of the committee wef 29th May 2014
Uniworth Limited32
UNIWORTH
UNIWORTHLIMITED
Appointed as member of the committee wef 29th May 2014 Resigned as member of the committee wef 14th July 2014 Appointed as member of the committee wef 14th July 2014 Appointed as member of the committee wef 31st March 2015 Members present at the meeting elect one of themselves as Chairman of the Meeting
v) During the year 2014-15 16 (Sixteen) Meetings regarding Share Transfer were held on the following dates 16062014 15072014 29082014 05092014 18092014 30092014 16102014 31102014 14112014 28112014 16122014 12012015 30012015 17022015 27022015 and 16032015
vi) Share Transfers
bull All Shares have been transferred and returned within the prescribed period so long as the documents have been in order in all respects
bull Total number of Equity Shares transferred during the relevant period was 11730
vii) Compliance Officer
Mr S N Shenwai Executive Director is the Compliance Officer of the Company and his contact details are given below
Mr S N Shenwai Executive Director Uniworth Limited ldquoGREEN ACRESrdquo 2 Nazar Ali Lane Flat- 4A Kolkata ndash 700 019 Phone (033) 40061301
viii) Status of Investor Complaints
Complaints received from Shareholders have been mostly cleared within the financial year The complaints are generally replied to within 10-15 days from their lodging with the Company
No of Complaints received from the Investors (including brought forward) 18
No of Complaints resolved 17
Complaints pending as on 31st March 2015 1
No of Share Transfers pending for approval as on 31st March 2015 NIL
6 General Body Meetings i) Annual General Meeting
The location and time of the Annual General Meetings held during the last 3 years is as follows
Annual General Meeting (AGM) Date Time Venue No of Special
Resolutions passed
24th Annual General Meeting 28092012 1030 AM Science CitySeminar HallJBS Haldane AvenueKolkata ndash 700 046
ndash
25th Annual General Meeting 26092013 1030 AM Science CitySeminar HallJBS Haldane AvenueKolkata ndash 700 046
ndash
Annual Report 2015 33
UNIWORTH
UNIWORTHLIMITED
26th Annual General Meeting 26092014 1030 AM Science CitySeminar HallJBS Haldane AvenueKolkata ndash 700 046
ndash
ii) The Special Resolutions if any are usually passed on show of hands and mostly unanimously
iii) No Postal Ballot were used in last year The Company does not have any proposal for Postal Ballot at present
7 Disclosures a) Related Party transactions have been disclosed under Note No 27 to the accounts for year under
review and it is not conflict with the interest of the Company
b) The Company has complied with all the mandatory requirements of clause 49 of the listing agreements with the Stock Exchanges as well as regulations and guidelines of SEBI wherever applicable
c) No transaction of material nature has been entered into by the Company with the Directors or Promoters or Management and their relatives their subsidiaries etc that may have a potential conflict with the interest of the Company at large The Register of Contracts in which Directors are interested was placed before the Board regularly
d) The Company has in place an Employee Concern (Whistle Blower) No personnel has been denied access to the Audit Committee to lodge their Grievances
e) No penalties or strictures have been imposed on the Company by the Stock Exchange or SEBI or any statutory authority on any matter related to capital markets during the last three years as all requirements were complied with
f) All mandatory requirements have been appropriately complied
g) Resume and other information of the Directors proposed to be appointedre-appointed (including those retiring by rotation) at the ensuing annual General Meeting are given in the Notice relating thereto to the shareholders
h) No presentation were made to Institutional Investors and Analysts during the year
i) The Company does not have any subsidiary
j) Your Company has followed all relevant Accounting Standards while preparing the Financial Statements
k) Particulars of Equity Shares of the Company held by Non-Executive Directors (both own or held byfor other person on a beneficial basis) are as follows
Name of Directors Number of Equity Shares heldMrs Silpi Chakraborty 700
Mr Sanjeev Saxena 600
l) Risk Management
A comprehensive risk management policy for the purpose of management policy in the Company for periodical review by the Board of Directors has formulated In addition Risk Management issues are generally discussed in the Audit Committee
m) CEOCFO Certification The ExecutiveWhole-time Director and Chief Financial Officer who are also heading the finance
function have confirmed to the Board that
(a) They have reviewed financial statements and the cash flow statement for the year and that to the best of their knowledge and belief
(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
Uniworth Limited34
UNIWORTH
UNIWORTHLIMITED
(ii) these statements together present a true and fair view of the companyrsquos affairs and are in compliance with existing accounting standards applicable laws and regulations
(b) There are to the best of their knowledge and belief no transactions entered into by the company during the year which are fraudulent illegal or violative of the companyrsquos code of conduct
(c) They accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of the internal control systems of the company pertaining to financial reporting and they have disclosed to the auditors and the Audit Committee deficiencies in the design or operation of internal controls if any of which they are aware and the steps they have taken or propose to take to rectify these deficiencies
(d) They have indicated to the Auditors and the Audit Committee
(i) that there have been no significant changes in internal control over financial reporting during the year
(ii) that there have been no significant changes in accounting policies during the year and
(iii) that there are no instances of significant fraud of which they have become aware and the involvement therein if any of the management or an employee having a significant role in the companyrsquos internal control system over financial reporting
n) Brief Profile and other informationrsquos of the Directors proposed to be appointed re-appointed (including those retiring by rotation) at the ensuing Annual General Meeting are given in the Notice relating thereto the shareholders
8 Means of Communication a) The Annual Half yearly and Quarterly Results are Electronically transmitted to the Stock Exchanges in
accordance with the Listing Agreement and are uploaded on the Companyrsquos Website wwwuniworthcom also the same are being published in an English Newspaper namely the Echo of India Kolkata and Arthik Lipi alongwith Dainik Lipi Bengali leading Newspapers
b) Management Discussion amp Analysis Report is forming a part of the Annual Report
9 General Shareholder Information a) Annual General Meeting - Date and Time 29th September 2015 at 1030 AM
- Venue Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046
b) Financial Calendar (Tentative and subject to change)
Financial reporting for
- the Quarter ending 30th June 2015 2nd week of August 2015 - the Quarter and Half Year ending 30th September 2015 2nd week of November 2015 - the Quarter ending 31st December 2014 2nd week of February 2016 - Year ending 31st March 2016 4th week of May 2016
c) Date of Book Closure 23rd September 2015 to 29th September 2015
d) Dividend Payment Date NA
e) Registered Office ldquoGREEN ACRESrdquo 2 Nazar Ali Lane Flatndash 4A Kolkata ndash 700 019
f) Listing on Stock Exchanges The Equity Shares of the Company are listed on the following Stock Exchanges
Annual Report 2015 35
UNIWORTH
UNIWORTHLIMITED
Code No The Calcutta Stock Exchange Ltd (CSE) 10033010
BSE Limited (BSE) 514144
Listing fees for the Financial Year 2015-2016 have been paid
g) Corporate Identity No (CIN) of the Company L17299WB1988PLC044984
h) Stock Market Data
1 The Calcutta Stock Exchange Ltd There has been no trading during the year 2 BSE Limited
Month amp Year High (`) Low (`) Monthly Volume(No of Equity Shares)
April 2014 096 058 64744May 2014 096 083 52417June 2014 101 080 32394July 2014 111 084 47313August 2014 165 084 39696September 2014 218 138 154526October 2014 330 215 125576November 2014 309 212 64128December 2014 246 162 33765January 2015 187 146 26982February 2015 153 111 36842March 2015 118 082 16397
i) Registrar and Transfer Agents Ms C B MANAGEMENT SERVICES (P) LIMITED P-22 Bondel Road Kolkata ndash 700 019 Phone No (033) 4011 6700671167186723 Fax No (033) 40116739 E-mail rtacbmslcom
(j) (1) Distribution of Shareholding as on 31st March 2015
Slab of Equity Shares held
No of Shareholders No of Equity Shares
1- 500 79783 9388 11250631 3310501 ndash 1000 3045 358 2260412 6651001 ndash 2000 1273 150 1801305 5302001 ndash 3000 386 045 959785 2823001 ndash 4000 169 020 597378 176
Uniworth Limited36
UNIWORTH
UNIWORTHLIMITED
4001 ndash 5000 104 012 481868 1425001-10000 137 016 922783 27210001-Above 89 011 15712081 4623Total 84986 10000 33986243 10000
(2) Categories of Shareholders as on 31st March 2015
Categories Number of Equity Shares Amount in (Rs)
Promoters Directors Relatives and Associated Companies
13032815 130328150 3835
Financial Institutions Govt Companies 802153 8021530 236Mutual Funds UTI 23230 232300 007Banks 28032 280320 008Foreign Institutional Investors 4300 43000 001Non ndash Resident Indians 101404 1014040 030Other Bodies Corporate 816054 8160540 240Public 19178255 191782550 5643Total 33986243 339862430 10000
k) Dematerialization of Shares and Liquidity 11710589 Equity Shares (3446 of Total Shares) are in the Dematerialised Form as on 31st March
2015
At present the Companyrsquos Shares are compulsorily traded in Dematerialised Form as per notification issued by the Securities and Exchange Board of India (SEBI) The ISIN allotted for the Equity Shares of the Company is INE207A01013
l) Share Transfer System To expedite the Share Transfer process in the Physical segment authority has been delegated to the
ldquoStakeholder Relationship Committeerdquo Share transfertransmissions approved by the Committee are placed at the Board Meeting from time to time
m) Outstanding GDRsADRsWarrants Not Applicable
n) Plant Location 1) Urla Growth Centre Raipur Chattisgarh
2) Amriti Malda West Bengal
o) Investor Correspondence S N Shenwai Uniworth Limited
ldquoGREEN ACRESrdquo 2 Nazar Ali Lane Flat- 4A Kolkata ndash 700 019 Phone (033) 40061301 Website wwwuniworthcom
Annual Report 2015 37
UNIWORTH
UNIWORTHLIMITED
DISCLOSURE OF CODE OF CONDUCTAnnual Certificate under Clause 49 (II) (E) of Listing Agreement with Stock Exchanges
DECLARATIONAs required under Clause 49 (II) (E) of the Listing Agreement with the Stock Exchanges I hereby declare that all the Board Members and Senior Management Personnel ie employees in the grades of General Manager and above of the Company have complied with the Code of Conduct of the Company for Financial Year ended 31st March 2015
Place Kolkata S N ShenwaiDate 29052015 Executive Director
AUDITORSrsquo CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT TO THE MEMBERS OF UNIWORTH LIMITED
TO THE MEMBERS OF UNIWORTH LIMITED
We have examined the compliance of conditions of Corporate Governance by Uniworth Limited (ldquothe Companyrdquo) for the year ended 31st March 2015 as stipulated in clause 49 of the Listing Agreements of the Company entered into with Stock Exchanges
The compliance of conditions of Corporate Governance is the responsibility of the management Our examination was limited to a review of the procedures and implementation thereof adopted by the company for ensuring the compliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company
In our opinion and to the best of our information and according to the explanation given to us and the representations made by the Directors and the management we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above- mentioned Listing Agreement
We state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency of the effectiveness with which the management has conducted the affairs of the Company
For S S KOTHARI amp COChartered Accountants
Firm Registration No 302034EA DATTA
Place Kolkata PartnerDate 29th May 2015 Membership No 005634
Uniworth Limited38
UNIWORTH
UNIWORTHLIMITED
INDEPENDENT AUDITORSrsquo REPORT To the Members ofUNIWORTH LIMITEDReport on the Financial Statements
We have audited the accompanying Financial Statements of UNIWORTH LIMITED (ldquothe Companyrdquo) which comprise the Balance Sheet as at 31st March 2015 the Statement of Profit and Loss the Cash Flow Statement and a summary of the Significant Accounting Policies and other explanatory information for the year then ended
Managementrsquos Responsibility for the Financial Statements
The Companyrsquos Board of Directors is responsible for the matters stated in Section 134(5) of the Companies act 2013 (ldquothe Actrdquo) with respect to the preparation of these Financial Statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes 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 frauds and other irregularities selection and application of appropriate accounting policies making judgements and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditorrsquos Responsibility
Our responsibility is to express an opinion on these Financial Statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements The procedures selected depend on the auditorrsquos judgement including assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companyrsquos preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyrsquos Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the Financial Statements
Basis for Qualified Opinion
1 Footnote (i) to Note No 23 regarding interest provision on borrowings from some of the institutions and banks which has been made in the financial statements under simple interest method at the prevailing estimated rates applicable on such loans in absence of relevant documentsconfirmations as a result of which impact of compound interestpenal charges wherever applicable having not been ascertained as well as the note therein regarding the matter of dispute between the Company and the BankersCreditors in connection with charging of interest payment and payment of principal
2 Footnote No (ii) to Note No 23 regarding non-provision of Interest on certain loans and the impact of the non-provision is not presently ascertainable
Annual Report 2015 39
UNIWORTH
UNIWORTHLIMITED
3 Footnote No 4 (i) (ii) and (iii) of Note No 15 regarding overdue Export Bills amounting to ` 3178731 lacs outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
4 Footnote 1 of 17 regarding Claims Receivable amounting to ` 68936 lacs due from various banks outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
5 Footnote 3 of Note No 17 regarding advance of ` 314473 lacs due from certain parties which in our opinion are considered doubtful of recovery against which adequate provision has not been made
6 Footnote 3 of Note No 16 relating to non-accounting of withdrawals other transactions from certain Bank accounts during the year due to reasons stated on the said Note 16 (3)
7 Note No 30 regarding non-compliance of Accounting Standard (AS) 6 Depreciation Accounting due to non-adoption of Schedule ndash II of the Companies Act 2013 and also non-compliance of mandatory Accounting Policy for Depreciation required to be followed by the Company due to reasons stated in the said Note
8 In absence of any workings for impairment of assets as per Accounting Standard (AS) 28 Impairment of Assets the impact of such impairment is not ascertainable
9 Non-provision non-compliance of Items indicated in (1) to (8) above constitute a departure from the Accounting Standards referred to in Section 133 of the Act Without considering Item Nos (1) (2) (6) (7) and (8) above whose impact on the Companyrsquos Statement of Profit and Loss is presently non-ascertainable had the provisions indicated in Item Nos (3) to (5) been made
(i) the Loss for the year would have increased by ` 3562140 lacs
(ii) Trade Receivables would have decreased by ` 3178731 lacs
(iii) Short Term Loans and Advances would decreased by ` 383409 lacs
(iv) The Shareholdersrsquo Fund would have been lower by ` 3562140 lacs
Qualified Opinion
In our opinion and to the best of our information and according to the explanations given to us except for the like effects of the matters described in the Basis for Qualified Opinion paragraph above the aforesaid Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2015 and its loss and its cash flows for the year ended on that date
Emphasis of Matters
We draw your attention to the following matters in the Notes to the Financial Statements
1 Following Notes to the Financial Statements describe the uncertainty related to the outcome of the lawsuits other legal matters and matters under settlements indicated therein
(a) Footnote (2) to Note No 4 regarding legal issues following securitization of Secured Loans as stated in the said Note
(b) Footnote (2) of Note No 15 regarding pending adjustments of Sundry Debtors against supplies and other liabilities etc due to the buyers In absence of final settlement with the parties and non-receipt of necessary approval from concerned regulatory authority extent of the amount of adjustments so required could not be ascertained
(c) Footnote to Note No 6 regarding estimated amount of ` 872228 lacs provided during the year 2002-03 as sales claims and commissions relating to earlier years from overseas customers of the Company which is pending for final settlement Necessary adjustments for such claims and commissions will be made after final settlement and obtaining necessary approval from the concerned regulatory authority
Uniworth Limited40
UNIWORTH
UNIWORTHLIMITED
(d) Footnote 1 of Note No 15 and Footnote 2 of Note No 17 regarding Debtors and Advances amounting to ` 145362 lacs and ` 138719 lacs respectively relating to Companies which have become Sick and referred to BIFR under the Sick Industrial Companies (Special Provisions) Act 1985 As the rehabilitation scheme of these companies are pending finalisation the amount of provision if any which may be required remain unascertainable
(e) Note No 32 regarding legal recourse taken by certain banks and financial institutions for recovery of their dues and the matter is sub-judice as stated in the said Note
(f) Note No 33 regarding non-compliance of certain technical formalities due to which transfer of certain borrowing facilities to a body corporate could not be made
(g) Note No 34 regarding applications made by the Company with the Reserve Bank of India from time to time for extension setting off of certain overdue bills
(h) Note No 35 regarding Debit Note sent by a body corporate in an earlier year for unilateral transfer back of all assets not taken into cognizance by the Company in preparing these Financial Statements as stated in the said Note
(i) Note No 38 regarding claims filed by a body corporate for ` 21625 lacs for non-fulfilment of clauses of the agreement relating to transfer of Nagpur Unit to them outcome of which would eventually arise on finalisation of suit
(j) Matters disclosed in Note No 19 relating to Entry Tax CentralCommercial Sales Tax Demands Customs Demands Professional TaxLabour CasesWater Cess Electricity Duty etc disclosed under Contingent Liabilities which are contested by the Company and pending before various forums authorities for final decisions
2 Note No 4 (Footnote 4) Note No 7 (Footnote) and Note No 16 (Footnote 1) to the financial statements regarding non-receipt of confirmations in respect of borrowings from banksFinancial Institutions and also debit balances in certain current accounts with banks due to restructuring being in progress book balances thereof have been relied upon
3 Note No 27 (d) regarding balance with a related party under reconciliation
4 Footnote 2 amp 3 of Note No 4 to the financial statements regarding preparation of these financial statements on Going Concern basis for the reasons stated therein as also the fact that the Company has accumulated losses and its net worth has been fully eroded Further the Company has incurred net loss during the current and previous years and the Companyrsquos current liabilities exceeded its current assets as at the Balance Sheet date These conditions along with other matters set forth in Notes to Financial Statements indicate the existence of a material uncertainty that may cast significant doubt about the Companyrsquos ability to continue as a going concern
Our opinion is not modified in respect of these matters
Report on Other Legal and Regulatory Requirements
i) As required by the Companies (Auditorrsquos Report) Order 2015 issued by the Central Government in terms of Sub-section (11) of Section 143 of the Act we enclose in the Annexure a statement on the matters specified in the said Order to the extent applicable to the Company
ii) As required by Section 143(3) of the Act we report that
a) We have sought and except for the matters described in the Basis for Qualified Opinion paragraph obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit
b) Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph above in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books
Annual Report 2015 41
UNIWORTH
UNIWORTHLIMITED
c) The Balance Sheet Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph in our opinion the Balance Sheet Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014
e) The matters described in the Basis for Qualified Opinion paragraph above in our opinion may have an adverse effect on the functioning of the Company
f) The matters described in sub-paragraph (1) under the Emphasis of Matters paragraph above in our opinion may have an adverse effect on the functioning of the Company
g) On the basis of written representations received from the Directors as on 31st March 2015 taken on record by the Board of Directors none of the Director is disqualified as on 31st March 2015 from being appointed as a director in terms of Section 164(2) of the Act
h) With respect to the other matters to be included in the Auditorrsquos Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion and to the best of our information and according to the explanations given to us
i The Company has disclosed the impact of pending litigations on its financial position wherever ascertainable
ii The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable loss
iii The Company has not transferred any amount to Investor Education and Protection Fund (Refer to Footnote No 1 to Note No4)
For S S KOTHARI amp COChartered Accountants
Firm Registration No 302034E
A DATTAPlace Kolkata PartnerDate 29th May 2015 Membership No 005634
Uniworth Limited42
UNIWORTH
UNIWORTHLIMITED
ANNEXURE TO THE AUDITORSrsquo REPORTThe Annexure referred to in our report to the members of UNIWORTH LIMITED the year ended 31ST March 2015
(i) (a) Whether the company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets
(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets However the updation of such records particularly with reference to estimated useful life of each asset is in process
(b) Whether these fixed assets have been physically verified by the management at reasonable intervals whether any material discrepancies were noticed on such verification and if so whether the same have been properly dealt with in the books of account
(b) The physical verification of fixed assets as stated by the management has been conducted by the Management during the year wherever practicable and the reconciliation of the quantities with the book records in progress The discrepancies if any would be adjusted on completion of reconciliation updation of records as stated above
(ii) (a) Whether physical verification of inventory has been conducted at reasonable intervals by the management
(ii) (a) Inventories of Raw Materials Finished Goods Work in Progress and Stores amp Spares have been physically verified at reasonable intervals by the Company except Finished Goods of Rs 1840 Lacs lying with third parties and Rs 11551 Lacs under seizure of the Excise Department
(b) Are the procedures of physical verification of inventory followed by the management reasonable and adequate in relation to the size of the company and the nature of its business If not the inadequacies in such procedures should be reported
(b) The procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business
(c) Whether the company is maintaining proper records of inventory and whether any material discrepancies were noticed on physical verification and if so whether the same have been properly dealt with in the books of account
(c) On the basis of our examination of the records of inventories we are of the opinion that the Company is maintaining proper records of inventories The discrepancies noticed on verification between physical stocks and the book records which were not material have been properly dealt with in the books of account
Annual Report 2015 43
UNIWORTH
UNIWORTHLIMITED
(iii) Whether the company has granted any loans secured or unsecured to companies firms or other parties covered in the register maintained under section 189 of the Companies Act If so
(iii) The Company has not granted any loan secured or unsecured during the year to any company firm or other party covered in the register maintained under section 189 of the Companies Act 2013
In this regard we have relied upon the entries recorded in the register maintained under section 189 of the Act
(a) Whether receipt of the principal amount and interest are also regular and
(b) If overdue amount is more than rupees one lakh whether reasonable steps have been taken by the company for recovery of the principal and interest
(iv) Is there an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services Whether there is a continuing failure to correct major weaknesses in internal control system
(iv) In our opinion and according to the information and explanations given to us there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchases of inventory and fixed assets and for the sale of goods During the course of our audit no major weakness has been noticed in the internal control system nor have there been any continuing failure on the part of the Company to correct any major weakness
(v) In case the company has accepted deposits whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under where applicable have been complied with If not the nature of contraventions should be stated If an order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal whether the same has been complied with or not
(v) The Company has not accepted any deposit from the public within the meaning of sections 73 to 76 or any other relevant provisions of the Companies Act 2013
(vi) Where maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act whether such accounts and records have been made and maintained
(vi) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under sub-section (1) of section 148 of the Companies Act 2013 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained However we have not made a detailed examination of the records with a view to determine whether they are accurate or complete
Uniworth Limited44
UNIWORTH
UNIWORTHLIMITED
(vii) (a) Is the company regular in depositing undisputed statutory dues including provident fund employeesrsquo state insurance income-tax sales-tax wealth tax service tax duty of customs duty of excise value added tax cess and any other statutory dues with the appropriate authorities and if not the extent of the arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable shall be indicated by the auditor
(vii) (a) According to the records of the Company the Company has been generally regular in depositing during the year with appropriate authorities undisputed statutory dues including provident fund employeesrsquo state insurance income tax sales tax wealth tax service tax customs duty excise duty value added tax cess and any other statutory dues where applicable except in the following cases which are outstanding for a period of more than six months from the date they became payable
VAT ` 680 lacs
Central Sales Tax ` 3654 lacs
Service tax ` 4281 lacs
Entry Tax ` 080 lacs(b) In case dues of income tax or sales tax or
wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute then the amounts involved and the forum where dispute is pending shall be mentioned (A mere representation to the concerned Department shall not constitute a dispute)
(b) According to the records of the Company following statutory dues have not been deposited by the Company on account of disputes
Nature of dues
Amount(` inLacs)
Period since when
Forum
Entry Tax 5711 1997-98 Appeal with Commissioner of Commercial Tax
Excise Duty 864 Prior to 2000 Under Appeal with CESTAT New Delhi
Electricity Duty amp Cess
1857 2005 Writ Petition before Bilaspur High Court
(c) Whether the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time
(c) The Company has not transferred any amount to Investor Education and Protection Fund [Refer to Footnote (1) to Note No 4 (a) ]
(viii) Whether in case of a company which has been registered for a period not less than five years its accumulated losses at the end of the financial year are not less than fifty per cent of its net worth and whether it has incurred cash losses in such financial year and in the immediately preceding financial year
(viii) The accumulated losses of the Company at the end of the financial year have exceeded its net worth and also the Company has incurred cash losses in the current financial year and in the immediately preceding financial year
Annual Report 2015 45
UNIWORTH
UNIWORTHLIMITED
(ix) Whether the company has defaulted in repayment of dues to a financial institution or bank or debenture holders If yes the period and amount of default to be reported
(ix) The Company has defaulted in repayment of dues to financial institutions banks and debenture holders as under
(a) As per Original Agreement all the following Term Loans have become due for repayments However the Companyrsquos negotiations with the term lenders for rescheduling restructuring is in process
Nature of Financial Assistance
Amount (` in lacs)
Period of Default
a) Term Loani) Financial Institution Not Ascertainable
Principal 2117209Interest 1068697
ii) Bank Not AscertainablePrincipal 3758542Interest 5508741
b) DebentureNov-convertible Part C Redeemable Debenture
Principal 190062Interest 19695
Also refer to Note No 4
(x) Whether the company has given any guarantee for loans taken by others from bank or financial institutions the terms and conditions whereof are prejudicial to the interest of the company
(x) The Company has given guarantee for loans taken by Other Company others from bank or financial institution and the related terms and conditions are not prejudicial to the interest of the Company
(xi) Whether term loans were applied for the purpose for which the loans were obtained
(xi) Based on the information and explanations given to us by the Management no Term Loan was obtained by the Company during the year
(xii) Whether any fraud on or by the company has been noticed or reported during the year If yes the nature and the amount involved is to be indicated
(xii) Based upon the audit procedures performed during the course of our audit and information and explanations given by the Management we report that no fraud on or by the Company has been noticed or reported during the year
For S S KOTHARI amp COChartered Accountants
Firm Registration No 302034E
A DATTAPlace Kolkata PartnerDate 29th May 2015 Membership No 005634
Uniworth Limited46
UNIWORTH
UNIWORTHLIMITED
Particulars Note No As at 31032015
As at 31032014
I EQUITY AND LIABILITIES 1 Shareholders Fund
a) Share Capital 2 399862 399862 b) Reserves and Surplus 3 (9551249) (9151387) (9086744) (8686882)
2 Non-Current Liabilitiesa) Long Term Borrowings 4 - - b) Other Long Term Liabilities 5 227675 214963 c) Long Term Provisions 6 919008 1146683 909815 1124778
3 Current Liabilitiesa) Short Term Borrowings 7 2888541 2888676 b) Trade Payables 8 3367901 3114249 c) Other Current Liabilities 9 10578553 10028310 d) Short Term Provisions 10 3729 16838724 2397 16033632
Grand Total 8834020 8471528 II ASSETS
1 Non-Current Assetsa) Fixed Assets 11
i) Tangible Assets 378887 420957 ii) Capital Work in Progress 5468 7774
b) Non-Current Investments 12 300067 300067 c) Long Term Loans and Advances 13 79596 764018 73612 802410
2 Current Assetsa) Inventories 14 363263 398178 b) Trade Receivables 15 6443072 6042724 c) Cash and Cash Equivalent 16 25352 17946 d) Short Term Loans and Advances 17 643478 615433 e) Other Current Assets 18 594837 8070002 594837 7669118
Grand Total 8834020 8471528 Significant Accounting Policies 1Other Disclosures 25 - 40
Accompanying Notes are an integral part of the Financial StatementsThis is the Balance Sheet referred to in our Report of even date
BALANCE SHEET AS AT 31ST MARCH 2015 (` in 000rsquos)
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Annual Report 2015 47
UNIWORTH
UNIWORTHLIMITED
Particulars NoteNo
For the year ended31032015
For the year ended31032014
I Revenue from OperationsSale of products 1357763 1155975 Less Excise Duty - - Net Turnover 1357763 1155975
II Other Income 20 33895 235313 III Total Revenue (I + II) 1391658 1391288 IV Expenses
Cost of Materials Consumed 21 652552 724694 Purchases of Stock in Trade 33333 313 Changes in Inventories of Finished Goods Work in Progress amp Stock in Trade 22 14347 (8299)
Employees Benefits 25 151140 139783 Finance Cost 23 536119 536116 Depreciation and Amortisation 25 42727 42824 Other Expenses 24 424306 1854524 406500 1841931 Total Expenses 1854524 1841931
V Profit before tax (462866) (450643)VI Extra Ordinary Item 25 1639 1639 VII Profit before tax after Extra Ordinary
Items (464505) (452282)
VIII Tax Expenses - - IX Profit (Loss) for the period (464505) (452282)X Earnings Per Equity Share
i) Basic (1367) (1331)ii) Diluted (1367) (1331)
Significant Accounting Policies 1Other Disclosures 25 - 40
Accompanying Notes are an integral part of the Financial StatementsThis is the Statement of Profit amp Loss referred to in our Report of even date
STATEMENT OF PROFIT amp LOSS FOR THE YEAR ENDED 31ST MARCH 2015 (` in 000rsquos)
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Uniworth Limited48
UNIWORTH
UNIWORTHLIMITED
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2015 (` in 000rsquos)
Particulars 31032015 31032014A Cash Flow from Operating Activities
Net Profit (Loss) before Tax (464505) (452282)Adjustments For Depreciation and amortisation expense 42727 42824 Exceptional Items 1639 1639 Interest Income (2700) (2299)Dividend Received - (2)Net (Gain)Loss on foreign exchange (26043) (114085)Finance Cost 536119 536116 Sundry Balances w_off 152 - Unspent Liabilities Written Back - (9895)Operating Profit before Working Capital Changes 87389 2017 Adjustments For Increase(Decrease) in Other Long Term Liabilities 12712 20646 Increase(Decrease) in Long Term Provisions 9194 9106 Increase(Decrease) in Short Term Provisions 1332 (2926)Increase(Decrease) in Trade Payables 253652 158899 Increase(Decrease) in Other Current Liabilities 550241 602658 Decrease(Increase) in Non-Current Investment - - Decrease(Increase) in Long Term Loans amp Advances (5984) 1518 Decrease(Increase) in Other Non-Current Assets - - Decrease(Increase) in Inventories 34916 (26068)Decrease(Increase) in Trade Receivables (400348) (331229)Decrease(Increase) in Short Term Loans amp Advances (28198) (20496)Decrease(Increase) in Other Current Assets - (1)Cash Generated from (used in) Operating Activities 514906 414124 Tax Expense - - Net Cash Flow from(used in) Operating Activities (A) 514906 414124
B Cash Flow from Investing Activities Interest Income 2700 2299 Dividend Income - 2 Proceeds from sale of Non-Current Investments - - Addition to Tangible Fixed Assets 1408 1295 Addition to Intangible Fixed Assets - - Sale of Tangible Fixed Assets 241 5 Net Cash flow from(used in) Investing activities ( B ) 4348 3601
Annual Report 2015 49
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos)
Particulars 31032015 31032014C Cash Flow from Financing Activities
Proceeds from Equity Shares - - Repayment from Long term Borrowings - - Proceeds from Short term Borrowings (134) (1)Exceptional Items (1639) (1639)Net Gain on foreign exchange 26043 114085 Interest Expense (536119) (536116)Net Cash Flow from Financing Activities ( C ) (511849) (423671)Net Increase ( Decrease ) in Cash amp Cash Equivalents ( A+B+C ) 7406 (5947)Closing Balance of Cash amp cash Equivalents 25352 17946 Opening Balance of Cash amp cash Equivalents 17946 23893 Net Increase ( Decrease ) in Cash amp Cash Equivalents 7406 (5947)
Notes 1 The above Cash Flow Statement has been prepared under the ldquoIndirect Methodrdquo as set out in Accounting
Standard -3 on Cash Flow Statement notified under the Companies (Accounting Standards) Rules 20062 Addition to Fixed Assets include movement of Capital Work in Progress during the year3 Proceeds from Long term Borrowings are shown net of repayments 4 Figures in brackets represent cash outflow from respective activities 5 Cash amp cash Equivalents do not include any amount which is not available to the Company for its use6 As breakup of Cash amp cash equivalents is also available in Note No16 reconciliaton of items of Cash amp
cash equivalents as per Cash Flow Statement with the equivalent items reported in the Balance Sheet is not required
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Uniworth Limited50
UNIWORTH
UNIWORTHLIMITED
1 SIGNICANT ACCOUNTING POLICIES A BASIS OF PREPARATION The Financial Statements have been prepared to comply in material respects with the Accounting
Principles generally accepted in India including mandatory Accounting Standards specified under Section 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014 under the historical cost convention and on accrual basis The Accounting Policies in all material respect have been consistently applied by the Company and are consistent with those used in previous year
B TANGIBLE ASSETS Tangible Assets are stated at cost including pre-operative expenses amp borrowing cost allocated to
qualifying assets in proportion to costs thereof C IMPAIREMENT OF ASSETS An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value An
impairement loss is charged to the profit and loss account in the year in which an asset is identified as impaired The impairement loss recognised in prior accounting period is reversed if there has been a change in the estimate of recoverable amount
D CAPITAL WORK IN PROGRESS Stated at Cost E DEPRECIATION a The full value of Leasehold land is amortized over the period of lease b Depreciation on Tangible Assets continues to be provided on straight-line method at the rates
prescribed in erstwhile Schedule ndash XIV of the Companies Act 1956 This is a non-compliance of mandatory Accounting Policy required to be followed by the Company for Depreciation on Tangible Assets in terms of Accounting Standard (AS) 6 Depreciation Accounting
F INVENTORIES Basis of Valuation Raw Material At Cost Stores amp Spare Parts At Weighted Average Cost Work in Process and Finished Goods At Cost or Market Value whichever is lower Cost for this
purpose is determined with reference to cost of materials labour and appropriate overheads
Waste Stock At estimated realizable value except waste of Silk Division used for recycling which is valued at Cost as per past practice
G INVESTMENTS Long Term Investments are stated at cost less provision and write off in cost wherever the management
considers the fall in value to be of permanent in nature H BORROWING COSTS Borrowing costs that are attributable to the acquisition and construction of a qualifying asset are capitalized
as part of cost of that asset Other borrowing costs are recognised as expense in the period in which they are incurred
I EMPLOYMENT BENEFITS i) Short Term Employees Benefits The undiscounted amount of short-term employee benefits expected to be paid in exchange for the
services rendered by employees is recognized during the period when the employee rendered the service This benefit includes salary wages short-term compensatory absences and bonus
NOTES TO THE FINANCIAL STATEMENTS
Annual Report 2015 51
UNIWORTH
UNIWORTHLIMITED
ii) Long Term Employees Benefits a) Defined contribution Short Term Employees Benefits to ESIC (employees State Insurance
Corporation) and Provident Fund Schemes This contribution is recognized during the period in which employee renders service
b) Defined Benefit Scheme For defined benefit scheme the cost of providing benefit is determined using the projected unit credit method with actuarial valuation being carried out at each balance sheet date The retirement benefit obligation recognized in the balance sheet represents the value of defined benefit obligation as reduced by fair value of planned assets Actuarial gain and losses are recognized obligation in full during the period in which they occur
c) Leave encashment is determined on accrual basis J RECOGNITION OF INCOME AND EXPENDITURE Items of Income and Expenditure are recognised on accrual basis K SALES Sales are inclusive of Job Processing charges and exclude Inter Unit transfer claims etc L FOREIGN EXCHANGE TRANSACTIONS a) Assets and Liabilities relating to Foreign Currency outstanding at the year-end are translated at the
year-end rates b) Purchases and Sales are accounted for at average rates of exchange prevailing in the month
immediately preceding the month of transactions and the difference on account of foreign exchange fluctuation on the date of actual paymentrealization are treated as foreign exchange gainloss
M SEGMENT REPORTING The accounting policies adopted for Segment Reporting are in line with the accounting policies of the
company Revenue and Expenses have been identified to Segments on the basis of their relationship to the
operating activities of the segment Revenue and Expenses that relate to the enterprise as a whole and are not allocable to segment on a reasonable basis have been included under ldquoOthersrdquo
N TAXATION Current Tax is determined on the basis of the amount of tax payable under the Income Tax Act 1961
if any Deferred Tax LiabilitiesAssets subject to consideration of prudence are recognized and carried forward only when there is reasonable certainty that sufficient taxable Income will be available against which such Deferred Tax Liabilities Assets can be adjusted
O PROVISIONS AND CONTINGENT LIABILITIES The company recognizes a provision when there is a present obligation as a result of a past event that
probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may but probably will not require an outflow of resources Where there is possible obligation or a present obligation and the likelihood of outflow of resources is remote no provision or disclosure for contingent liability is made Contingent liabilities are generally not provided for in the accounts and are disclosed separately in Notes on Accounts
P EARNING PER SHARE Basic earning per share is calculated by dividing the net profit or loss for the period attributable to
equity shareholders by weighted average number of equity shares outstanding during the period The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for the events such as bonus share other than conversion of potential equity shares that have changed the number of equity shares outstanding without a corresponding change in resources For the purpose of calculating diluted earning per share the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares
NOTES TO THE FINANCIAL STATEMENTS
Uniworth Limited52
UNIWORTH
UNIWORTHLIMITED
NOTES TO THE FINANCIAL STATEMENTS2 Share Capital
Particulars 2014-15 2013-14a) Authorised
40000000 Equity Shares of ` 10- each (Previous Year 40000000 Equity Shares of ` 10- each)
400000 400000
900000013 Non Convertible Cumulative Redeemable Preference Shares of ` 100- each (Previous Year 9000000 Preference Shares of ` 100- Each)
900000 900000
Total 1300000 1300000 b) IssuedSubscribed amp Paid Up
33986243 Equity Shares of ` 10- each (Previous Year 33986243 Equity Shares of ` 10-each)
339862 339862
Preference Shares of ` 100- each (Previous Year 600000 13 Non Convertible Cumulative Redeemable Preference Shares of ` 100- each)
60000 60000
Total 399862 399862
c) Reconciliation of the number of Equity Shares Outstanding
Particulars 2014-15 2013-14Nos Nos Nos Nos
Number of Shares outstanding at the beginning of the year
33986243 33986243
Number of Shares outstanding at the end of the year
33986243 33986243
d) Reconciliation of the number of Preferance Shares Outstanding
Particulars 2014-15 2013-14Nos Nos Nos Nos
Number of Shares outstanding at the beginning of the year
600000 600000
Number of Shares outstanding at the end of the year
600000 600000
e) Shares in the Company held by each Shareholders holding more than
Name of Shareholders Number ofShares held
of Shareheld
Number ofShares held
of Shareheld
Nos Nos Nos NosAviante International Limited 6924975 2038 6924975 2038
f) Rights Preferances and Restrictions attached to Shares Issued
Each Equity Shareholder holding shares of ` 10- each is eligible for one vote per share held and is entitled to dividend when proposed by the Board of Directors subject to the approval of the sharesholders in the Annual General Meeting Each Equity Shares holders is entitled to participate in repayament of Capital on liqudation after all secured creditors have been paid
(` in 000rsquos)
Annual Report 2015 53
UNIWORTH
UNIWORTHLIMITED
Note 13 Non Convertible Cumulative Redeemable Preference Shares have already matured for redemption
completely by 12th December 2002 as per terms of redemtion However no part of this Share Capital amount could be redeemed by the aforesaid date The Company has received during the year 2010-11 a letter from IDBI The holders demanding forthwith the payament of the entire amount due on redemption togathet with the dividends due thereon
However the matter is pending restructuring of loans due to banks and financial institutions
3 Reserve amp Surplus
Particulars As at 31st March 2014
Addition Deduction As at 31st March 2015
a) Capital Reserve-Cpital Subsidy 6030 - - 6030
b) Securities Premium Account 406046 - - 406046
c) Debenture Redemption Reserve 87000 - - 87000
d) SurplusLoss (9585820) (464505) - (10050325)
(9086744) (464505) - (9551249)
4 Long Term Borrowings
Particulars 2014-15 2013-14a) Bonds Debentures
Secured4050990 125 Non Convertible Part-C Debentures of Rs50- each (Previous Year 4050990 Non Convertible Part-C Debentures of ` 50- each)
190060 190062
Less Unpaid Matured Debentures 190060 - 190062 -Terms of repayment Non - Convertible Part - C of the Debentures of ` 50 each Redeemable at par as per the terms of the issue in three equal instalments on 2341999 2342000 amp 2342001Security The debentures together with interest etc are secured by first mortgage and charge on all the companyrsquos immovable and movable assets both present and future and charge on current assets subject to prior charge createdto be created thereon in favour of the Companyrsquos Bankers for securing borrowings for Working Capital Requirements in the ordinary course of business The mortgage and charge referred to above shall rank pari passu with the mortgages and charges created to be created in favour of the Financial Institutions
(` in 000rsquos)
(` in 000rsquos)
Uniworth Limited54
UNIWORTH
UNIWORTHLIMITED
Particulars 2014-15 2013-14b) Term Loan
From Banks Financial InstitutionsSecured Rupee Loan 1893181 1893181
Foreign Currency Loan 1094029 1053602
2987210 2946783
Less Overdue portion of Rupee amp Foreign Currency Loan (Refer Note 9 (d)]
2987210 - 2946783 -
Terms of RepaymentAs per original agreement all the Term Loans have Become due for repaymentHowever the companyrsquos negotiation with term lenderrsquos for the re-schedulingrestructuring is in process
Nature of SecurityThe Term Loan from Financial InstitutionsBanks are secured to be secured by a first mortgage and charge on all the Companyrsquos immovable and moveable assets of the Company both present and future and charge on current assets subject to prior charge created andor to be created thereon to secure borrowings for Working Capital Requirements in the ordinary course of bussiness The mortgage and charge referred to above shall rank pari passu interse
Total - -
Notes 1) The company being a sick industrial undertaking could not redeem debentures amp interest thereof as per
the terms of issue which will be dealt properly in the restructuring scheme Accordingly no transfer has been made to the Account of Investor amp Protection fund
2) Following the declaration of the Company as a Sick Industrial undertaking by the Board for Industrial and Financial Reconstruction (BIFR) vides its Order dated 30012006 in terms of Section 3 (1) (A) of the Sick Industrial Companies (Special Provisions) Act 1985 and also athe appointment of Industrial Development Bank of India as the Operating Agency for preparation of a viability study report to revive the Company Appeals against the said order were preferred by some of the secured lenders as well as the Company before the AppellateAuthority for Industrial amp Financial Reconstruction (AAIFR) The said appeals were taken up and adjudicated and vide its order dated 05122007 AAIFR has remanded the case back to BIFR with a direction to reconsider the earlier references of the company on the basis of its earlier Balance Sheets also During the year 2010-11 in one of the appeals pending before AAIFR and in pursuance of ARCILrsquos application AAIFR has opined that in veiw of the actions taken by ARCIL under Section 13 (4) of SARFAESI Act the reference filed by the Company stood abated in one of the appeals pending before AAIFR under the proviso to Section 15(1) of SICA
Following the reference application filed by the company having stood abated under the proviso to Section 15(1) of SICA ARCIL has asked Indoworth to handover to them the possession of assets of the company covered by the security
(` in 000rsquos)
Annual Report 2015 55
UNIWORTH
UNIWORTHLIMITED
However matter is subjudice in a suit before the Kolkata High Court and necesssary adjustments would be made in the financial statements if required consequent to the final outcome of the proceedings Pending the above the financial statements have been drawn up on Going Concern basis as the Management is of the view that the going concern assumption is not vitiated for the reason as stated above
3) Under the provisions of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) ARCIL has taken over possession of the secured assets of the Companyrsquos plants during the Financial Year 2008-09 and has appointed Indoworth India Ltd as the Custodian of such assets
The Companyrsquos business continued since the aforesaid take over as usual However the matter is subjudice in a suit before the Calcutta High Court and necessary adjustments in the financial statements if required would be made upon final adjudication of the proceedings However these Accounts have been prepared on a Going Concern basis as the Management is of the view that the Going Concern assumption is not vitiated for the reason as stated above
4) The outstanding balance of Term Loans from Financial Institutions and some of the banks are subject to receipt of confirmation statements which couldnot be avialable due to restructuring in progress
5 Other Long Term Liabilities
Particulars 2014-15 2013-14MP Houshing Board 23331 23331
Electricity Duty 18569 18569
Water Charge 756 42656 756 42656
Selling Commission and Claim amp Discount 183317 170586
Security Deposit 850 850
Others 852 871
Total 227675 214963
6 Long Term Provisions
i) Provision for Employees BenefitsGratuity 37826 30090
Leave Encashment 8954 46780 7497 37587
ii) OthersProvision for Commission on Export Bills 325093 325093
Provision for Sales Claim on Export Bills 547135 872228 547135 872228
Total 919008 909815
Notes The final settlement in respect of sales claims amp commissions provided during the year 2002-03 for ` 872228 lacs is still pending amp the necessary adjustment for such claim amp commissions will be made after finalisation on receipt of necessary approval from the concerned regulatory authorities
(` in 000rsquos)
Uniworth Limited56
UNIWORTH
UNIWORTHLIMITED
NOTES TO THE FINANCIAL STATEMENTS7 Short Term Borrowings
Particulars 2014-15 2013-14a) Loan Repayble on Demand
i) From BanksSecured Packing Credit 659787 659787
Foreign Bill Discount 1311299 1971086 1311299 1971086
Unsecured Book Overdraft From Banks 917455 917455
Nature Security The Working Capital from banks are secured to be secured by first charge by way of hypothecation on the Companyrsquos stocks of Raw Materials Consumables stores Semi-finished and Finished Goods and book debts present and future and Second and sub-servient mortgage and charge created to be created on the companyrsquos immovable and movable assets present and future subject to first mortgage and charge created to be created thereon in favour of lenders of Term Loans amp Debentures
b) Deposit UnSecured - 135
Others
Total 2888541 2888676
Note The outstanding balance of borrowings from the banks for Working Capital Loans and Overdraft are subject to receipt confirmationstatements which could not be available due to restructuring being in progress
8 Trade Payable
Particulars 2014-15 2013-14Import
3295172
3022729
Local 72729 91520
Total 3367901 3114249
(` in 000rsquos)
Annual Report 2015 57
UNIWORTH
UNIWORTHLIMITED
Particulars 2014-15 2013-14Note 1) Amount dues to suppliers which are subject to
cnfirmation of the parties2) There are certain cases pending in appropriate
court regarding goods supplied by various creditors which are being disputed by the company Advance given to them will be adjusted once the cases are disposed off and settled
3) The Company has amounts due to suppliers under the MicroSmall and Medium Enterprises Development Act 2006 (MSMED Act) as at 31st Marchrsquo 2015 as under
The Principal amount and Interest due theeon remaining unpaid to any supplier as at the end of the year
138057 11343
The amount of Interest paid in terms of Section 16 along with the amount of the payment made to the supplier beyond the appointed day during the year
- -
The amount of interest due and payble for the period of delay payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under this Act
- -
The amount of Interest accrued and remaining unpaid at the end of the year
- -
The amount of Interest remaining due and payable even in the succeeding yearsuntil such date when the interest dues as above are actualy paid to the small enterprise
- -
The information has been given in respect of the vendors to the extent they could be identified as ldquoMicro and Smallrdquo enterprise on the basis of information available with the Unit of the Company
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Uniworth Limited58
UNIWORTH
UNIWORTHLIMITED
9 Other Current Liabilities
Particulars 2014-15 2013-14a) Current Maturities of Finance Lease Obligations
Lease Rent 551 138
b) Interest Accrued and Due on Borrowings Interest on Debenture 19695 19695
Interest on Term Loan 1203259 1139767
Interest on Working Capital Loan 5374179 4986011
Interest on ARCIL 609386 7206519 524930 6670403
c) Unpaid Debentures and Interest Accrued thereonOver due unpaid matued Debenture - Refer Note 4(a) 190060 190062
d) Other PayablesOver Due portion of long Term Debentures - Refer Note 4(b)
2987210 2946783
Contribution to PF and Other Funds 1683 1633
Salary Wages amp Bonus 8309 7643
Tax Deducted at Sources 1109 856
Taxes amp duties 11676 15055
Leagal amp Professional Expenses -
Audit Fees 266 266
Power amp Fuel 10430 8216
Rent 732 3205
Selling Commission 7272 14485
Claim amp Discount -
Excise Duty 864 852
Liability for Capital Goods 122954 131829
Miscellaneous Liabilities 17267 23620
Advance credit Balance - 994
Advance From Customer 11651 12270
Total 10578553 10028310
10 Short Term Provisions
Particulars 2014-15 2013-14Others 3729 2397
Total 3729 2397
Note Based on the past experience the company has provided ` 3729 lacs (previous year ` 2397 lacs) during the year as sales claim which the management thinks adquate to meet future claims
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Annual Report 2015 59
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS11 Fixed Assets
i) Tangible Assets
PARTICULARS GROSS BLOCK DEPRICIATION NET BLOCK
Cost as at1042014
Addition during the
year
Deductionadjustment during the
year
Cost as at31032015
Upto1042014
For theYear
Deductionadjustment during the
year
Upto31032015
As At31032015
As At31032014
Free Hold Land 9742 - - 9742 - - - 9742 9742
Lease Hold Land 2425 - - 2425 490 16 - 506 1919 1935
Building 257083 - - 257083 138784 8499 - 147283 109800 118299
Plant amp Machinery 1897145 43 - 1897188 1616282 32931 - 1649213 247975 280863
Electrical Installation 47248 12 - 47260 42515 444 - 42959 4301 4733
Vehicle 3673 - - 3673 3133 253 - 3386 287 540
Furniture amp Fixtures amp off Equip
23287 843 308 23822 18442 584 67 18959 4863 4845
Total 2240603 898 308 2241193 1819646 42727 - 1862306 378887 420957
Previous Year 2239559 1049 5 2240603 1776822 42824 - 1819646 420957 -
Capital Work In Progress
7774 - 2306 5468 - - - - 5468 7774
12 Non-Current Investments
Particulars 2014-15 2013-14a) Investments in Equity instruments
Bodies Corporate Quoted Fully Paid Upi) Joiprakash Associates Ltd
625 (Previos Year 625 Equity Sharers of ` 10- each) Equity Shares of ` 10- each
17 17
ii) Uniworth International Ltd527600 (Previous Year 527600 Equity Shares of ` 10- each) Equity Shares of ` 10- each
792 792
iii) Uniworth Textiles Ltd5687500 (Previous Year 5687500 Equity Shares of ` 10- each) Equity Shares of ` 10- each
17632 18440 17632 18440
Un-Quoted Fully Paid Upi) KDL Pharma Ltd
1500000 (Previous Year 1500000 Equity Shares of 10- each) Equity Shares of 10- each (Full amount Re1-)
ii) Uniworth Power Ltd900 (Previous Year 900 Equity Shares of ` 10- each) Equity Shares of ` 10- each
iii) Uniworth Apparal Ltd2075000 (Previous Year 2075000 Equity Shares of ` 10- each) Equity Shares of ` 10- each
2075 2075 2075 2075
Uniworth Limited60
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Particulars 2014-15 2013-14b) Investments in Debentures or Bonds
Indoworth India Ltd3000000 (Previous Year 3000000 Secured Zero Coupon Debenture of ` 100- each) Secured Zero Coupon Debentures of ` 100- each
300000 300000
c) Investments in Mutual FundsQuoted Fully Paid UpUnit Trust of India 5000 units of Master Equity Plan of ` 10- each(Previous Year 5000 units of ` 10 each)
50 50
320565 320565 Less Provission for diminution in value of Investments 20499 20499 Total 300067 300067 Aggregate value of Quoted Investment 18490 18490 Market value of Quoted Investment 17902 17821 Aggregate value of Un-Quoted Investment 302075 302075 Aggregate Provission for diminution in value of Investments
20499 20499
13 Long Term Loans and Advances
Particulars 2014-15 2013-14a) Security Deposits
Secured Considered Goods 114 114 With Govt Department 24002 21828 UnsecuredConsidered Goods 34501 58617 32032 53974
b) Other Loans and Advances Secured Considered GoodsTaxes amp duties paid under Protest 10786 9524 UnsecuredConsidered Goods 10193 20979 10114 19638 Total 79596 73612
14 Inventories
Particulars 2014-15 2013-14a) Raw Materials 50430 63007 b) Work in Progress 157654 143425 c) Finished Goods 117157 149351 d) Stores amp Spares 21729 29720 e) Waste Stock 16293 12675
Total 363263 398178
Note 1 Mode of valuation - Refer Accounting Policy Note-1(f)2 Finished Goods i) Value of ` 18438 Lacs lying with thrid party ii) Value of ` 11551 Lacs under seizer of the Excise Department for a storage of Stock with a third party
without obtaining permission of the Excise Department
Annual Report 2015 61
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS15 Trade Receivables
Particulars 2014-15 2013-14Sundry Debtors UnsecuredConsidered Goods Outstanding for a period exceeding six month 6406061 5885516 Other Debts 37011 6443072 157208 6042724 Doubtful Outstanding for a period exceeding six month 1644 1644 Less Provision for doubtful debts 1644 - 1644 - Total 6443072 6042724
Note 1) Trade Recievable includes ` 204121 Lacs due from a Company which has become sick and registered with
BIFR under the Sick Industrial Companies (Special Provisions) Act 1985 Quantum of amount considered doubtful is not ascertainable at this Stage Accordingly no provision has been made in the account in this regards
2) In respect of Sundry Debtors (including Domestic sales Debtors) adjustments are pending against supplies and other liabilities etc due to the buyers Managent is confident of recovering the balance after such adjustments pending approval from concerned regulatory authority
3) Certain Debtors are subject to Confirmation4) Trade Recievable includes i) ` 369789 Lacs representing overdue Export Bills outstanding for long against which the acompany has
obtained a decree for realizing the outstanding debts over a period of time ranging up to twenty years The company has also filed an appeal for reductionvariation of the period of time
ii) ` 2709712 lacs representing overdue Export Bills outstanding for long that will be set off against import liabilities claims and commission etc of the respective parties
iii) ` 99230 lacs representing overdue Export Bills outstanding for long against which the management has taken appropriate steps for its recovery
iv) ` 13162 Lacs represanting other trade recievables outstanding for long against which the management has taken appropriate steps for recovery According no provision gas been considered necessary at this stage
16 Cash and Cash Equivalent
Particulars 2014-15 2013-14a) Balances with Banks
In Current Account 20129 10096 Margin Money 4499 4499 Fixed Deposit with Bank 446 25074 3059 17654
b) Cash on hand 278 292 Total 25352 17946
Note 1) Balances with the Bank in Current Account include Debit balances in Current Account of ` 7914 Lacs which
are subject to receipt of confirmation because of restructuring being in progress2) Fixed Deposit lodged with Bank as margin for Guarantee ` 407 Lacs and with Sales Tax Authorities ` 039
Uniworth Limited62
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTSLacs
3) During the year one of the banker of the company Axis Bank Ltd under instructions from ARCIL has made debit freeze (freezing all withdrawals ) of all current account of the company maintained with them the balance of which as per books amounted to ` 6523 lacs as on 31st March 2015As per Confirmation Certificates obtained from the Bank total balance of all such Current Accounts works out to ` 426 lacs as on 31st March 2015 in absence of any details of the withdrawalsother transactions made from such Accounts necessary entries could not be made in the books of the company
4) During the year the company opened certain new Current Accounts with Banks (other than the bankers of the Company)
17 Short Term Loans and Advances
Particulars 2014-15 2013-14a) Loans and Advances to Related Parties
Unsecured Considered GoodUniworth Textiles Limited 126226 132487 Doubtful Uniworth Apparel Ltd 129316 129316 Less Provission for Doubtful Advance 129316 - 129316 -
b) Others Secured Considered Good UnsecuredConsidered Good Loans to Bodies Corporates 21680 21680 Interest Receivable 10417 10417 Advance to Suppliers 20707 16632 Vat Receivable Cenvat Rebate Recievable 9184 8635 TDS Receivable 3482 3045 Focus Market Recievable 1917 Excise Duty Advance ( PLA ) 14 Service Tax amp Ed Cess Receivable 634 2422 DEPB Receivable 6 6 Duty Draw Back Receivable 720 2085 CST Refund Claim Receivable - 477 ADVANCE FBT REFUNDABLE 67 67 Claims Receievable from Banks 68936 68936 Prepaid Expenses 1042 1169 Miscellaneous Advances 378446 517252 347375 482946 Doubtful Loans to Bodies Corporates 69065 69065 Less Provision for Doubtful Advance 69065 - 69065 - Total 643478 615433
Note
Annual Report 2015 63
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS1) Claim receivable of ` 68936 lacs due from various banks on account of excess interest charged by them in
earlier years are subject to confirmation No provision has been made there against2) Short Term Loans and Advances includes ` 132709 Lacs which have become sick and referred to BIFR under
the Sick Industrial Companies (Special Provisions) Act 1985 Quantum of amount considered doubtful is not ascertainable at this Stage Accordingly no provision has been made in the account in this regards
3) Advance includes ` 314473 Lacs due from a party which in opinion of the Management is considered t be fully recoverable
4) Advance includes ` 010 Lacs due from a director (Max Amount at any time during the year ` 108 Lacs)5) Certain Advances are subject to Confirmation
18 Other Current Assets
Particulars 2014-15 2013-14Transfer of Fixed Assets 594837 594837 Total 594837 594837
Note The adjustment of ` 594837 lacs pertaining to transfer of Fixed Assets of the company in earlier years under scheme of demerger is still pending and will be dealt in restructuring Scheme19 Contingent Liabilities and Commitments (To the extent not provided for)
i) Contingent Liabilities a) Claim against the company not acknowledged as
debt b) Guarantees 767629 767742 c) Other money for which the company is contingently
liable - Letter of Credit 9882 9882 - Arrear Dividend on 13 Non Convertible Cumulative Redeemable Preference Shares (Refer Note 2 (b)) 38224 38224 - Entry Tax 8858 8858 - Central Commercial Sale Tax Demands 20463 20463 - Excise Demands 104329 127129 - Interest on Lease rent 473 - TDS Demand Default 923 - Custom Demands 46922 25200 - Professional TaxLabour CasesWater Cess etc 985 981 - Electricity Duty 11545 242604 115450 346187 Total 1010233 1113929
Note 1) Claims Disputed liabilities not acknowledged as debtthe amount of which is not ascertained2) Gaurantees include Corporate Guarantees ` 7000 lacs ( Previous Year ` 7000 lacs) given by the Company
to financial Institutions and Banks for granting Term Loans and Working Capital Loans to certain Body Corporates
Uniworth Limited64
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS20 Other Income
2014-15 2013-14a) Interest Income (TDS ` 48052- PY ` 852437-) 2699 2299 b) Other Non - operating Income (Net) 31196 233014
Total 33895 235313
21 Cost of Materials Consumed
a) Raw Materials 652552 724694 Total 652552 724694
22 Change in Inventories
a) Closing StockFinished Goods 117157 149352 Work in Progress 157654 143425 Waste 16293 291104 12674 305451
b) Opening StockFinished Goods 149352 117114 Work in Progress 143425 167480 Waste 12674 305451 12558 297152 Total 14347 (8299)
23 Finance Cost
a) Interest Expense 536119 536116 Total 536119 536116
Notes 1 Interest provision on borrowing from some of the institutions and banks has been made in the accounts at
prevailingestimated rates on simple interest basis applicable on such loans The impact of compound interest Penal charges wherever applicable could not be ascertained Besides there is dispute between the Company and BankersCreditors over the issue of charging interest and payment to the BankersCreditors of interest and principal amountThe BankersCreditors have approached appropiate court of law for recovery of its due which is being defended by the Company
2 Pending restructuring interest provision on certain loansborrowings has not been made and impact of the same is not presently ascertainable
24 Other Expenses
Particulars 2014-15 2013-14Stores amp Spare parts Consumption 132265 105108 Rent 2281 1873 Rates amp Taxes 9476 4298 Insurance 1570 1074 Power amp Fuel 132683 107966 Repairs amp Maintanance 5228 5997 Bank Charges 388 484
Annual Report 2015 65
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Particulars 2014-15 2013-14Travelling amp Conveyance 8472 7678 Directors Fees 34 40 Payment to Auditors 310 316 Brokarage amp Commission 31788 21295 Legal and Professional Expense 11176 10551 Postage and Telegram 3528 2066 Stock Echange Listing Fees 171 - Sundry Balnces woff 152 - Freight amp Forwarding 8961 5847 Previous Year Adjustment 27401 2680 Net Loss on Foreign Currency Exchange - 94977 Miscellaneous Expenses 48422 34250 Total 424306 406500
25 Additional Information
1 (a) Employees Benefits Expense Salaries and Wages 121483 120642 Contribution to Providend Fund and Other Fund 18697 8540 Staff walfare Expense 10960 10601 Total 151140 139783
Note Salary and Wages includes payment to a whole time director remuneration (b) Depriciation and Amortizartion Expense
Tangible Assets 42727 42824 Intangible Assets - Total 42727 42824
(c) Payments to Auditors Audit Fees 225 225 Taxation Matter 30 30 Other Services 30 37 Reimbursement Of Expenses 25 24 Total 310 316
(d) Exceptional and Extra Ordinary Items i) Extra Ordinary Item Impairment of Capital Work in Progress 1639 1639 Total 1639 1639
(e) Prior Period Items Previous Year Adjustment 27401 2680 Total 27401 2680
Uniworth Limited66
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Particulars 2014-15 2013-14 Qty Value (`
In lacs) Qty Value (`
In lacs) 2 a) Raw Material consumption (Under Broad Head)
i) Scoured Wool Wool Top 395824 3288 394649 2810 ii) Polyester Tow Tops 352452 545 244445 340 iii) Silk Tops 237671 2605 236291 3993 iv) Others 118274 87 141371 104 Total 1104221 6526 1016756 7247
b) Goods Purchased under broad head 9521 333 241 3 Total 9521 333 241 3
3 Work In Progress under broad headWool Tops 93757 919 75885 577 Polyester Tops 32668 109 45001 113 Waste 6805 34 120 1 Acrylic tops - - 493 1 Others 24688 515 32767 742 Total 157918 1577 154266 1434
4 a) Value of imports calculated on CIF basis by the company during the financial year in respect of -I Raw Materials 1159 130998 II Componants and Spare Parts 16916 20704 III Capital Goods - 18075 - 151702
b) Expenditure in Foreign Currency during the financial yearI Travelling - 334 II Commission to Selling Agent 39926 9129 III Others - 516
c) Total value of Imported and Indigenous materials consumedI Raw Material
Imported 1487 144509 Indigenous 651065 652552 580185 724694 Total 652552 724694
II Spare Parts and ComponantsImported 9319 19606 Indigenous 122946 132265 85502 105108 Total 132265 105108
d) The amount remited during the year in foreign currency on account of dividends to Non- Resident Shareholders
Annual Report 2015 67
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
e) Earnings in Foreign ExchangeI Export of Goods calculated on FOB Basis 125682 77602 II Royalty Know-how Professional and
Consultation FeesIII Interest and DividendIV Other Income
Note Including deemed export ` 110538 lacs (Previous year ` 149115 lacs)26 Managing Whole Time Executive Directorsrsquo Remuneration
(` In Lacs) (` In Lacs) Salary 600 1056 Allowances 209 629 Perquisites 065 078 Total 874 1763
27 Related Party disclosure as required by AS ndash 18 ldquoRelated Party Disclosurerdquo are given below a) Relationship Associates Uniworth Textile Ltd Uniworth Power Ltd Uniworth Apparel Ltd Aviante International Ltd Key Management Personnel Mr S N Shenwai b) Transactions with Related parties (` in Lacs)
Associates2014-15 2013-14
Purchase of Goods Sales of Goods 111555 100613 Services Rendered Enjoyed 14237 3278 Payment made to the Key Management Pesonnel of an Associate - 834 Loans amp Advances -Given during the yr 15961 13839 -Received during yr 21362 17310 -Balance 310315 (including receivables) 425051 132488 Guarantee Given 700000 700000
c) Transactions with Key Managemnt Personnel
Loans amp Advances Given During the year - 430 Received during the year 098 - Balance as on 31032015 010 430
d) Balance of ` 425051 lacs with Uniworth Textiles Limited (Related Party) as at 31st March 2015 is under reconciliation
Uniworth Limited68
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS28 Based on the guiding principles given in Accounting Standards on ldquoSegment Reportingrdquo (AS-17) the Companyrsquos
primary business segment is Wool and Silk business
Segment wise Revenue Results and Capital Employed under Clause 41 of the Listing Agreement for the year ended 31st March 2015
(` In Lacs) (` In Lacs)
2014-15 2013-14 A Primary Segment
a) Segment Revenue (Net SalesIncome) i) Segment ndash Wool 766964 595091 ii) Segment ndash Silk 590799 560884 iii) Others
1357763 1155975 Less Inter-Segment Revenue ndash ndash Net SalesIncome from Operations 1357763 1155975
b) Segment Results Profit (+)Loss ( - ) ( Before Tax and Interest from each Segment)
Segment ndash Wool 6514 36524 Segment ndash Silk 66739 48950 Others
73253 85474 Less Interest (Net) 536119 536117 Add Other Un-allocable income net of un-allocable expenditure
(1639) (1639)
Total Profit(Loss) before Tax (464505) (452282)
c) Net Segment Assets (Segment Assets less Segment Liabilities) Segment Assets Segment Liabilities
2014-15 2013-14 2014-15 2013-14 i) Segment ndash Wool 77801 74360 80802 77361 ii) Segment ndash Silk 7538 7387 7538 7387 iii) Others iv) Unallocable assets amp liabilities 3001 3001 ndash ndash
Total 88340 84748 88340 84748
Net Segment Assets 2014-15 2013-14
(3001) (3001) ndash ndash ndash ndash
3001 3001 ndash ndash
(` in 000rsquos)
Annual Report 2015 69
UNIWORTH
UNIWORTHLIMITED
d) Capital Expenditure (including Capital work in progress amp Depreciation) Capital Expenditure Depreciation
2014-15 2013-14 2014-15 2013-14 Segment ndash Wool 9 10 390 390 Segment ndash Silk ndash 1 37 38 Others Total 9 11 427 428
B) Secondary Segment Segment ndash Wool Segment ndash Silk
Geographical Distribution of Segment Revenues
2014-15 2013-14 2014-15 2013-14
India 6243 5190 5908 5609 Outside India 1427 761 - - Total 7670 5951 5908 5609
29 Employee benefits (Revised Accounting Standard 15)
a) Defined Contribution Plan
The company makes contribution towards Provident Fund and ESIC to a defined contribution retirement benefit plan for qualifying employees
The Provident Fund plan is operated partly by RegionalProvident Fund Commissioners and partly by an independent Trust ESIC by Government agencies Under the said schemes the company is required to contribute a specific percentage of pay roll costs in respect of eligible employees to the retirement benefit scheme to fund the benefits
During the year the company has recognised ` 6405 lacs for Provident fund contribution Rs 1898 lacs for ESIC The Contribution payable to these plans by the Company is at the rates specified in the rules of the scheme
b) Defined Benefit Plans
i) The plan provides for a lump sum payment to vested employees upon retirement death while in employment or on termination of employment of an amount equivalent to 15 days basic salary payable for each completed year of service Vesting occurs upon completion of five years of continuous service
ii) The employees of the company are eligible for encashment of leave upon retirement up to 30 days for each year (Maximum 120 days) Leave is accounted for on accrual basis
NOTES TO THE FINANCIAL STATEMENTS (` in 000rsquos)
Uniworth Limited70
UNIWORTH
UNIWORTHLIMITED
(` in Lacs)
Gratuity(Infunded)
31-03-15 31-03-14A Expenses recognised in the Statement of Profit amp Loss Account for
the year ended 31032015 i) Current Service Cost 1492 852 ii) Interest Cost 2407 1949 iii) Expected return on planned Assets - - iv) Actuarial (gain)loss 4798 5358 v) Past Service Cost vi) Effect of any curtailment settlement vii) Unrecognised defined benefit Plan viii) Expenses recognised in the Profit amp Loss Ac 8697 8159
B Net (Asset) Liabilities recognised in the Balance sheet as at 31st March 2015 i) Present Benefit of defined benefit Obligation 37826 30089 ii) Fair Value of planned Asset iii) Net (Asset) Liabilities recognised in the Balance sheet 37826 30089
C Changes in the Present value of defined benefit obligation during the year ended 31st March 2015 i) Present Value of defined benefit obligation as at 1st April 2014 30089 22931 ii) Current Service Cost 1492 852 iii) Interest Cost 2407 1949 iv) Actuarial (gain)loss 4798 5358 v) Benefit Paid (960) (1001)
Present value obligation as at 31st March 2015 37826 30089 D Principal Actuarial Assumption Used
Discount rates as at 31st March 2015 800 850Expected Return on Planned Asset NA NA Expected Salary Increase rate 600 600Mortality Rate LIC
(2006-08) (Mortality
Table)
LIC (1994-95) (Mortality
Table)
E Reconciliation of Net Assets Liability recognized in the Balance Sheet as on 31st March 2015 Net Assets (Liability) recognized in the Balance Sheet as at 31st March 2014
30089 22919
Employerrsquos Expenses 8697 8171 Employerrsquos contributions (960) (1001)Net Assets Liability) recognized in Balance Sheet as on 310315 37826 30089 Note Above information have been compiled on the basis of certificate issued by the Actuaries
Annual Report 2015 71
UNIWORTH
UNIWORTHLIMITED
30 With the introduction of the companies Act 2013 with effect from 1st Arpil 2014 adoption of Schedule - II of the said Act regarding calculation of depreciation based on estimated Useful Life of each tangible asset has become mandatory from that date However as the companyrsquos Fixed Assets Register has not yet been fully updated with regard to estimated useful life of each asset calculation of depreciation as per schedule -II could not be made by Company during the year This tantamount to non- compliance of mandatory requirements of the Companies Act 2013 read with Accounting Standard (AS) 6 Depreciation Accounting Effect of such non-compliance on the Financial Statements of the Company is not presently ascertainable
31 The Company has not recognized Deferred Tax Assets (Net) as per Accounting Standard ndash 22 regarding ldquoAccounting for Taxationrdquo estimation of future in view of consistent losses and of uncertainty regarding Profit with reasonable certainty
32 Certain Banks and Financial Institutions have taken legal recourse for recovery of their dues from the companyLoans and Advances includes Rs 150 lacs deposited with the Banks in the name of advocates on record for both parties as per order of Honrsquoble Kolkata High Court in case of litigation with the Bank
33 Due to non-completion of certain technical formalities certain borrowing facilitieswhich were to be transferred to a body corporate pursuant to the original scheme of restructuring could not be made
34 The company has applied from time to time to The Reserve Bank of India for extension set off of certain over- due bills approval of which is still awaited
35 In preparation of these Accounts cognizance has not been taken by the Company of a Debit Note sent by a body corporate in an earlier year indicating the unilateral transfer back by the said body corporate of all the assets which were transferred to them on 01042000 together with all existing and underlying securitiescharges as part of the restructuring scheme formulated by ICICI in view of the various judicial proceedings pending at this juncture However the Company has been legally advised to deal with the above transfer back only after final disposal of the process of adjudication by the Court
36 Export obligation for the assets acquiredtaken on lease without payment of applicable duties lies with the Company under the provisions of the Exim Policy (Amount unascertained)
37 Discounts commission amp other selling expenses include commission Rs 23591 lacs (Pr year Rs 13381 Lacs)
38 Claims had been filed against the Compamy by a body corporate amounting to Rs 21625 Lacs for non fulfillment of certain clauses of an agreement relating to transfer of Nagpur Unit to them in respect this we are unable to express our opinion on liablities that may arise eventualy on finalistion of suit
39 Earning Per Shares (Rs in 000rsquos)
2014-15 2013-14a) Net Profit(Loss) after tax available for equity shareholders (464505) (452282)b) Weighted average number of Basic Equity Shares of Rs10- each
outstanding during the year (Noof shares) 33986243 33986243
c) Weighted average number of Diluted Equity Shares of Rs10- each outstanding during the year (Noof shares)
33986243 33986243
d) Basic Earning Per Shares (Rs) ab (1367) (1331)e) Diluted Earning Per Shares (Rs) ac (1367) (1331)
Uniworth Limited72
UNIWORTH
UNIWORTHLIMITED
40 The previous yearrsquos figures have been reworked regrouped rearranged and reclassified wherever necessary and practicable Amounts and other disclosures for the preceding year are included as an integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Annual Report 2015 73
UNIWORTH
UNIWORTHLIMITED
If undelivered please return to UNIWORTH LIMITEDlsquoGreen Acresrsquo2 Nazar Ali Lane Flat - 4AKolkata - 700 019
UNIWORTH LIMITED CIN L17299WB1988PLC044984
Registered Office Green Acres 2 Nazar Ali Lane Flat-4AKolkata ndash 700 019 Telephone (033) 4006 1301 Email uniworthlimitedgmailcom
ELECTRONIC VOTING PARTICULARS
EVEN (Electronic Voting Event Number) User ID Password
Note Please read the instructions printed in the Notes of the Notice of AGM before exercising the vote
ATTENDANCE SLIP IWe hereby record myour presence at the 27th Annual General Meeting of the Company held on Tuesday September 29 2015 at 1030 AM at Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046
Folio NoDP ID amp Client ID Share Holding Serial No Name Name(s) of Joint Holder(s) if any
Address
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip Proxyrsquos Name in Block Letters MemberrsquosProxyrsquos Signature Note Please bring the Attendance Slip duly signed to the meeting and hand it over at the Entrance of the Meeting Hall UNIWORTH LIMITED PROXY FORM MGT-11
CIN L17299WB1988PLC044984 Registered Office Green Acres 2 Nazar Ali Lane Flat-4AKolkata ndash 700 019 Telephone (033) 4006 1301 Email uniworthlimitedgmailcom
[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies (Management and Administration) Rules 2014]
Name of the Member(s) Registered Address E-mail ID Folio NoDP ID amp Client ID IWe being the Member(s) of Uniworth Limited holdinghelliphelliphelliphelliphelliphelliphelliphelliphelliphellipEquity Shares of the above named Company hereby appoint
1) Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipAddresshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipE-mail ID helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip or failing himher
2) Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipAddresshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipE-mail ID helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip or failing himher
3) Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipAddresshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipE-mail ID helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip or failing himher
as myour Proxy to attend and vote (on a poll) for meus and on myour behalf at the 23rd Annual General Meeting of the Company to be held on Tuesday September 29 2015 at 1030 AM at Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046 at any adjournment thereof in respect of following resolutions
S No Resolutions
Ordinary Business
1 Adoption of Audited Financial Statements of the Company for Financial Year ended 31st March 2015 Reports of the Board of Directors and Auditors thereon
2 Re-appointment of Mr S N Shenwai (DIN 01716415) who retires by rotation
3 Appointment of Auditors and to fix their remuneration
Special Business
4 Appointment of Mr Tara Chand Jain (DIN 07144151) as an Additional Director
5 Appointment of Mr K Jhunjhunwala (DIN 00035091) as an Independent Director
6 Appointment of Mrs Silpi Chakraborty ( DIN 06923695) as an Independent Director
Signed this helliphelliphelliphellipday of helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip2015 Signature of Shareholder(s)helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature of Proxyholder(s)helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip
Notes 1 This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the AGM
2 For the Resolutions Explanatory Statement and Notes please refer to the Notice of Annual General Meeting of the Company 3 A proxy need not be a member of the Company
Affix Revenue Stamp
i
FORMB
Format of covering letter of the Annual Audit Report to be filed with the Stock Exchange
1 I Name of the Company Uniworth Limited
2 I Annual Financial Statements for the Year 31st March 2015 ended
3 I Type of Audit Qualification 1 Footnote (i) to Note No 23 regarding interest bull provision on borrowings from some of the institutions and banks which has been made in
the financial statements under simple interest method at the prevailing estimated rates applicable on such loans in absence of relevant documentsconfirmations as a result of which impact of compound interestpenal charges wherever applicable having not been ascertained as well as the note therein regarding the matter of dispute between the Company and the BankersCreditors in connection with charging of interest payment and payment of principal
2 Footnote No (ii) to Note No 23 regarding nonshyprovision of Interest on certain loans and the impact of the non-provision is not presently ascertainable
3 Footnote No 4 (i) (ii) and (iii) of Note No 15 regarding overdue Export Bills amounting to Rs 3178731 lacs outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
4 Footnote 1 of 17 regarding Claims Receivable amounting to Rs 68936 lacsdue from various banks outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
5 Footnote 3 of Note No 17 regarding advance of Rs 314473 lacs due from certain parties which in our opinion are considered doubtful of recovery against which adequate provision has not been made
6 Footnote 3 of Note No 16 relating to nonshyaccounting of withdrawals other transactions from certain Bank accounts during the year due
to rpasons stated on the said Note 16 (3) 7 Note No 30 regarding nun-compliance or
Accounting Standard (AS) 6 Depreciation Accounting due to non-adoption of Schedule - II of the Companies Act 2013 and also nonshycompliance of mandatory Accounting Policy for Depreciation required to be followed by the Company due to reasons stated in the said Note
8 In absence of any workings for impairment of assets as per Accounting Standard (AS) 28 Impairment of Assets the impact of such impairment is not ascertainable
9 Non-provision I non-compliance of Items indicated in (1) to (8) above constitute a departure from the Accounting Standards referred to in Section 133 of the Act Without considering Item Nos (1) (2) (6) (7) and (8) above whose impact on the Companys Statement of Profit and Loss is presently nonshyascertainable had the provisions indicatprI in Item Nos (3) to (5) been made (i) the Loss for the year would have increased by Rs 3562140 lacs
(ii) Trade Receivables would have decreased by Rs 3178731 lacs
(iii) Shott Term Loans and Advances would decreased by Rs 383409 lacs
(iv) The Shareholders Fund would have been lower by Rs 3562140 lacs
In our opinion and to the best of our information and according to the explanations given to us except for the like effects of the matters described in the Basis for Qualified Opinion paragraph above the aforesaid Financial Statements give the information required by the Act in the manner so required and give a true and
fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2015 and its loss and its cash flows for the year ended on that date
We draw your attention to the following matters in the Notes to the Financial Statements
1 Following Notes to the Financial Statements describe the uncertainty related to the outcome of the lawsuits lother legal matters and matters under settlements indicated therein
~~-~ or ~r gt
~~I(J~ IOfl1)
I (a)Footnote (2) to Note No4 regarding legal issues
following securitization of Secured Loans as stated in the said Note
(b)Footnote (2) of Note No 15 regarding pending adjustments of Sundry Debtors against supplies and other liabilities etc due to the buyers In absence of final settlement with the parties and non-receipt of necessary approval from concerned regulatory authority extent of the amount of adjustments so required could not be ascertained
(c) Footnote to Note No 6 regarding estimated amount of Rs 872228 lacs provided during the year 2002-03 as sales claims and commissions relating to earlier years from overseas customers of the Company which is pending for final settlement Necessary adjustments for such claims and commissions will be made after final settlement and obtaining necessary approval frommiddot the concerned regulatory authority
(d)Footnote 1 of Note No 15 and Footnote 2 of Note No 17 regarding Debtors and Advances amounting to Rs 145362 lacs and Rs 138719 lacs respectively relating to Companies which have become Sick and referred to BIFR under the Sick Industrial Companies (Special Provisions) Act 1985 As the rehabilitation scheme of these companies are pending finalisation the amount of provision if any which may be required remain unascertainable
(eNote No 32 regarding legal recourse taken by certain banks and financial institutions for recovery of their dues and the matter is sub-judice as stated in the said Note
(f) Note No 33 regarding non-compliance of certain technical formalities due to which transfer of certain borrowing facilities to a body corporate could not be made
(g)Note No 34 regarding applications made by the Company with the Reserve Bank of India from time to time for extension I setting off of certain overdue bills
(h)Note No 35 regarding Debit Note sent by a body corporate in an earlier year for unilateral transfer back of all assets not taken into cognizance by the Company in preparing these Financial Statements as stated in the said Note
~o(r_~-~ _( l~ I ))() C
Jflt ~
(i) Note No 38 regarding claims filed by a body mrporate for Rs 21625 lacs for non-fulfilment of clauses of the agrppment relating to transfer of Ilagpur Unit to them outcome of which would eventually arise on finallsation of suit
(j) tvlatters disclosed in Note No 19 relating to Entry Tax CentralCommercial Sales Tax Demands Customs Demands Professional TaxLabour casesWater Cess Electricity Duty etc disclosed under Contingent Liabilities which are contested by the Company and pending before various forums authorities for final decisions
2 Note No 4 (Footnote 4) Note No 7 (Footnote) and Note No 16 (Footnote 1) to the financial statements regarding non-receipt of confirmations in respect of borrowings from banksFinancial Institutions and also debit balances in certain current accounts with banks due to restructuring being in progress book balances thereof have been relied upon
3 Note No 27 (d) regarding balance with a related party under reconciliation
4 Footnote 2 amp 3 of Note No 4 to the financial statements regarding preparation of these financial statements on Going Concern basis for the reasons stated therein as also the fact that the Company has accumulated losses and its net worth has been fully eroded Further the Company has incurred net loss during the current and previous years and the Companys current liabilities exceeded its current assets as at the Balance Sheet date These conditions along with other matters set forth in Notes to Financial Statements indicate the existence of a material uncertainty that may cast significant doubt about the Companys ability to continue as a going concern
Our opinion is not modified in respect of these matters
Frequency of Qualification I Yearly Draw attention to relevant notes in the IThe Company has adequate system of internal Annual Financial statements and
4
controls to ensure that all assets are safeguarded and I
protected against loss and that all transactions are in the Directors Report management response to the qualification
authorized recorded and reported correctly TIle systems are designed to support the reliability of the financial and other records for preparing financial statements and other data The Statutory Auditors also discuss their comments and findings with the management as well as with the audit committee
The Company has also regularly placed before the Board Internal Audit Reports FinanCial Results with Provisional Balance Sheets Performance Review Report of various Units together with Executive Summary Current Workings and all Current matters of commercial importance and various other information as generally required under the various Stock Exchange listing Agreements
The Audit Committee reviews the efficacy of the Audit Committee chair I Additional comments from the Board
internal control mechanism and monitors the risk management policies adopted by the Company The Committee also reviews the report furnished by the internal and Statutory Auditors and ensures that suitable follow up actions are taken Besides the Committee also examines accounting taxation and disclosure aspects of all significant transactions
5 I To be signed by-CEO Managing Director FOfun~ExecutiveWhole-time Director
SIs~i Executive Director
For Uniworth Ltd
~ CFO A K Ladia
For S S Kothari amp Co Chartered Ac~ntants (ReJlistratittJo 302034E)
For Uniworth Limited
Audit Committee Chairman ~
A
- Uniworth Limited AR 2015pdf
- Attendance Slip _UL_pdf
-
Annual Report 2015 5
UNIWORTH
UNIWORTHLIMITED
the resolution for your approvalExcept Mr Jhunjhunwala being an appointee none of the DirectorsKey Managerial Personnel of the Company and their relatives is concerned or interested financially or otherwise in the resolution set out at item No 5 This Explanatory Statement may also be regarded as a disclosure under Clause 49 of the Listing agreement with the Stock ExchangeItem No 6Mrs Silpi Chakraborty is a Non-Executive Independent Director of the Company She joined the Board of Directors of the Company on 14th July 2014 and continues to hold the said office since then She does not hold Directorship of any other Company and Membership of Committees of the Board of any other CompanyMrs Silpi Chakraborty is senior professional having wide exposure and experience in various affairs of Secretarial Management and Administration In terms of Section 149 and other applicable provisions of the Companies Act 2013 Mrs Silpi Chakraborty being eligible and offering herself for appointment is proposed to be appointed as an Independent Director for a tenure of five consecutive years upto 31st March 2020 A notice has been received from a member proposing Mrs Silpi Chakraborty as a candidate for the office of Director of the CompanyShe also holds 700 Equity Shares of the CompanyIn the opinion of the Board Mrs Silpi Chakraborty fulfils the conditions specified in the Companies Act 2013 and rules made thereunder for her appointment as an Independent Director of the company and is independent of the management Copy of the draft letter for appointment of Mrs Silpi Chakraborty as an Independent Director would be available for inspection without any fee by the members at the Registered Office of the Company during normal business hours on any working day excluding SaturdayThe Board considers that her continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Mrs Silpi Chakraborty as an Independent Director Accordingly the Board recommends the resolution for your approvalExcept Mrs Silpi Chakraborty being an appointee none of the DirectorsKey Managerial Personnel of the Company and their relatives is concerned or interested financially or otherwise in the resolution set out at item No 6 This Explanatory Statement may also be regarded as a disclosure under Clause 49 of the Listing agreement with the Stock ExchangeParticulars relating to Directors seeking appointment re-appointment pursuant to Clause 49(VIII)(E)(1) of the Listing AgreementMr Tara Chand Jain Mr Tara Chand Jain is professional having wide exposure and experience in Accounts and Finance He was appointed as an Additional Director of the Company on 31032015 He does not hold Directorship of any other Company and Membership of Committees of the Board of any other Company He also does not hold either directly or indirectly any Equity Shares of the CompanyMr K Jhunjhunwala Mr K Jhunjhunwala is a Qualified Chartered Accountant having wide experience in Accounts Finance Legal and Management He was appointed as a Director of the Company on 31122004 and continues to hold the said office since then He is also a Director of Mercury Fund Management Company Ltd Discovery Infoways Ltd Discovery Institute of Information Technology Ltd Prudential Sugar Corporation Ltd Ami Computers (India) Ltd Sumerai Exports Pvt Ltd Ami Capital Markets Ltd W Newman amp Co Ltd Winner Vanijya Pvt Ltd Deccan Remedies Ltd Kejriwal Trading Co Ltd Prarambh Vidyangan Pvt Ltd Rishab Tradecomm Pvt Ltd Dynamic Dealtrade Pvt Ltd Maninag Tradelink Pvt Ltd Goldview Properties Pvt Ltd and Growmore Infrastructure Pvt Ltd He holds in some companies membership of committees of the Board He also does not hold either directly or indirectly any Equity Shares of the CompanyMrs Silpi Chakraborty Mrs Silpi Chakraborty is senior professional having wide exposure and experience in various affairs of Secretarial Management and also in Project Management and Administration She was appointed as a Director of the Company on 14072014 and continues to hold the said office since then She does not hold Directorship of any other Company and Membership of Committees of the Board of any other Company She also holds 700 Equity Shares of the Company
Uniworth Limited6
UNIWORTH
UNIWORTHLIMITED
GREEN INITIATIVES ndash on sending Annual Report and Accounts to the members of the Company through electronic mode
This initiative is pursuant to two Circulars bearing nos 172011 and 182011 dated 21st April 2011 and 29th April 2011 respectively issued by the Ministry of Corporate Affairs Govt of India
Under the aforesaid Circulars service of documents including Annual Reports and Accounts upon the shareholders through e-mail ndash shall be in compliance with Section 20 of the Companies Act 2013
The Shareholders (whether holding shares in physical or electronic mode) who are interested to receive soft copy of the Annual Reports and Accounts of the Company on and from the year ie 2011-12 are requested to register their respective e-mail ids at the web-page of our Registrar amp Share Transfer Agent C B Management Services (P) Ltd at wwwcbmslcomgreenphp
Mr S N ShenwaiMr S N Shenwai has long association with the Company with multi-functional experience in Textiles Industry in Accounts Projects and Commercial Functions He does not hold Directorship of any other Company and Membership of Committees of the Board of any other Company He also does not hold either directly or indirectly any Equity Shares of the Company
Registered Office By Order of the Board ldquoGREEN ACRESrdquo2 Nazar Ali Lane Flat-4AKolkata ndash 700 019 S N ShenwaiDate 12th August 2015 Executive Director
Annual Report 2015 7
UNIWORTH
UNIWORTHLIMITED
Your Directors have pleasure in presenting their 27th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March 2015
FINANCIAL HIGHLIGHTS
During the year under review performance of your company is as under
Particulars 31st March 2015 (Rs in Lacs)
31st March 2014(Rs in Lacs)
Total Income 1391658 1391288Profit(Loss) before Interest and Depreciation Before prior period adjustment 143381 132028Previous year adjustments amp Extra Ordinary Items 29040 5370Profit (Loss) before Interest and Depreciation 114341 126658Less Interest for the year 536119 536116Profit (Loss) before Depreciation (421778) (409458)Less Depreciation 42727 42824Profit (Loss) before Tax (464505) (452282)Less Provision for taxation ndash ndashProfit (Loss) after Tax for the year (464505) (452282)Add Balance Brought Forward from the Previous year (9585820) (9133538)Profit(Loss) carried to Balance Sheet (10050325) (9585820)
STATE OF COMPANYrsquoS AFFAIRS AND FUTURE OUTLOOK During the year under review total revenue remained almost at same level to Rs 13917 crores as against Rs 13913 crores in the previous year There was a cash profit to the tune of Rs 1434 crores as against Rs 1320 crores before interest and Depreciation in the previous year Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources
BUSINESS OUTLOOK Demand for textile products have been on the fall for the higher end products like wool rich products due to global recession and have been the reason for not so encouraging top line Coupled with this sporadic fiscal instability in certain global markets was a cause of concern Although the demand for the same has started showing some improving trends and hence the company is optimistic and continuing its vigorous efforts in domestic as well as in foreign market
PROCESS OF RESTRUCTURING Under the provisions of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) ARCIL had taken over possession of the secured assets of the Companyrsquos plants and appointed Indoworth India Limited as the Custodian of such assets The Companyrsquos business continued throughout the year as usual However the matter is subjudice in various suits before the Calcutta High Court and other Forums and necessary adjustments in the financial statements if required would be made upon final adjudication of proceedings The matter is subjudice and writ petition is pending before the Honrsquoble High Court Calcutta
MATERIAL CHANGE AND COMMITMENTS AFTER THE BALANCE SHEET DATEThere have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of this report
DIVIDEND In view of huge accumulated losses the Directors regret their inability to recommend any dividend for the Financial Year 2014-15
DIRECTORSrsquo REPORT TO THE MEMBERS
Uniworth Limited8
UNIWORTH
UNIWORTHLIMITED
DEPOSITS
The Company has neither invited nor accepted deposits from the public within the meaning of Section 73 of the Companies Act 2013 and the rules made there under
DIRECTORSrsquo RESPONSIBILITY STATEMENT
In compliance of Section 134 (5) of the Companies Act 2013 your Directors state as follows
a) That in the preparation of accounts applicable accounting standards have been followed and there are no material departures
b) That appropriate accounting policies have been selected and applied consistently with reasonable and prudent judgements and estimates so as to give true and fair view of the state of affairs of the Company
c) That proper and sufficient care have been taken for the maintenance of adequate accounting records for safeguarding assets and for preventing fraud and other irregularities
d) That the Annual Accounts have been prepared on a going concern basis
e) That internal financial controls had been laid down and are adequate and operating effectively
f) That proper systems had been devised to ensure compliance with the provision of all applicable laws and such systems are adequate and operating effectively
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr S N Shenwai (DIN 01716415) retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment
Since the last Annual General Meeting Mr Tara Chand Jain (DIN 07144151) has been appointed as Additional Director of the Company wef 31032015 Appropriate Resolution seeking your approval for his appointment is appearing in the Notice convening the Annual General Meeting
DECLARATION FROM INDEPENDENT DIRECTOR
The Independent Directors has submitted their Disclosures to the Board that they fulfill all the requirements as stipulated under section 149 (6) of the Companies Act 2013 so as to qualify themselves to be appointed as Independent Directors
PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186
Details of Loans Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013 forms part of the Financial Statements
TRANSACTION WITH RELATED PARTY
Related party transactions that were entered during the financial year were on armrsquos length basis and in the ordinary course of business There were no materially significant related party transactions which were in conflict of the Company
AMOUNTS TRANSFERRED TO RESERVES
In view of huge accumulated losses the Directors regret their inability to recommend any amount to be transferred to reserves for the Financial Year 2014-15
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The details pertaining to conservation of energy technology absorption foreign exchange earnings and outgo are provided as Annexure I which forms part of this report
RISK MANAGEMENT
A comprehensive risk management policy for the purpose of management policy in the Company for periodical review by the Board of Directors is in place In addition Risk Management issues are generally discussed in the Audit Committee
Annual Report 2015 9
UNIWORTH
UNIWORTHLIMITED
CORPORATE SOCIAL RESPONSIBILITIES
The provisions of Section 135 of the Act in connection with Corporate Social Responsibility are not applicable to the Company since the Company falls below the threshold limits
BOARD EVALUATION
The board of directors has carried out an annual evaluation of its own performance Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (ldquoSEBIrdquo) under Clause 49 of the Listing Agreements (ldquoClause 49rdquo)
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure effectiveness of board processes information and functioning etc
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees effectiveness of committee meetings etc
The Board and the Nomination and Remuneration Committee (ldquoNRCrdquo) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in meetings etc In addition the Chairman was also evaluated on the key aspects of his role
In a separate meeting of independent Directors performance of non-independent directors performance of the board as a whole and elected Chairman of the each meeting was evaluated taking into account the views of executive directors and non-executive directors The same was discussed in the board meeting that followed the meeting of the independent Directors at which the performance of the Board its committees and individual directors was also discussed
CORPORATE GOVERNANCE
As a Listed Company necessary measures are taken to comply with Clause 49 and all other applicable provisions of Listing Agreements with the Stock Exchanges and other Company Law requirements A report on Corporate Governance along with a certificate from the Auditors is annexed hereto and forms part of this Report
NUMBER OF BOARD MEETINGS
During the Financial Year 2014-15 the Board of Directors of the company met six times details of the meetings has been given in the Corporate Governance Report which forms part of this report
AUDIT COMMITTEE
The Details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms part of this report
NOMINATION amp REMUNERATION COMMITTEE
The Details pertaining to composition of Nomination amp Remuneration Committee are included in the Corporate Governance Report which forms part of this report
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Details pertaining to composition of Stakeholders Relationship Committee are included in the Corporate Governance Report which forms part of this report
AUDITORSrsquo REPORT
The observations of the Auditorsrsquo Report have been dealt with in the Notes to Financial Statement and being self-explanatory do not call for any further clarifications
AUDITORS
Ms S S Kothari amp Co Chartered Accountants Auditors of the Company are retiring at the ensuing Annual General Meeting and are eligible for re-appointment
Uniworth Limited10
UNIWORTH
UNIWORTHLIMITED
COST AUDITOR
Your Company had appointed Ms Sanat Joshi amp Associates Cost Accountants as Cost Auditors with the approval of the Central Government for audit of cost records maintained by the Company for the financial year 2015-2016 SECRETARIAL AUDITOR In terms of Section 204 of the Companies Act 2013 the Board of Directors at their meeting held on 29th May 2015 have appointed Ms K K Sanganeria amp Associates Practicing Company Secretaries as Secretarial Auditor for conducting Secretarial Audit of the Company for the Financial Year 2015-16 Report of the Secretarial Auditor for the financial year ended 31032015 is given as an Annexure II which forms part of this reportBOARDS VIEW During the year under Review the Company continued to be under BIFR as a Sick Industrial Undertaking The matter is subjudice before the Court of Law As regards appointment of full time Company Secretary the company is on the lookout for suitable candidates and the compliance of the requirement shall be met shortly The Company has disputed the repayment of due The loss and damages caused to the borrower by the lender is much more than the amount lent Hence figures of the borrowed amount shown in the balance sheet after due adjustments with the said loss and damages may result in entitlement to recover substantial amount from the lender Under these facts and circumstances the figures of borrowed amount in this balance sheet cannot be considered as admission if any of the claim of lender(s)EXTRACT OF ANNUAL RETURN As provided under Section 92 (3) of the Companies Act 2013 the extract of Annual Return is given in Annexure III in the prescribed form MGT-9 which forms part of this reportPOLICY ON PREVENTION OF SEXUAL HARASSMENTThe company is committed to provide a safe and conducive work environment to its employee and has formulated ldquoPolicy for Prevention of Sexual Harassmentrdquo During the financial year ended 31st March 2015 the Company has not received any complaints pertaining to Sexual HarassmentINDUSTRIAL RELATIONS Industrial Relations continued to remain cordial throughout the year Your Directors wish to place on record their appreciation for dedicated and sincere services rendered by the executives staff and workmen at all levelsACKNOWLEDGEMENT Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government Financial Institutions Banks Shareholders and others during the year under review
On Behalf of the Board
Place Kolkata S N Shenwai T C Jain Date 29th May 2015 Executive Director Director
ANNEXURE - I TO THE DIRECTORS REPORT Particulars of Energy Conservation Technology Absorption and Foreign Exchange Earnings amp Outgo required under the Companies (Accounts) Rules 2014
A ENERGY CONSERVATION
As the cost per unit of Electricity Furnace Oil amp Coal is regularly increasing it is our consistent endeavor to bring saving in energy consumption Periodic energy audits are conducted to improve energy performance and in line of that we have taken following steps to ensure conservation of the energy
1) Changing of energy efficient LED Lights in place of Fluorescent Lights
2) Installation of Inverters in Ring Frame Machinery which ensures energy saving
3) Modification of compressor pipe line for energy conservation
Annual Report 2015 11
UNIWORTH
UNIWORTHLIMITED
B TECHNOLOGY ABSORPTION
TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION 1 Efforts in brief made towards technology
absorption adaptation and innovation The Company always keep close contact with
IWS CSIR and other Internationals Indian Research Institutes like Inter Wool Lab Silk Board etc Various technical experts give their view and suggestion for improving technology Technical Staff of the Company are sent abroad for training in new technology
2 Benefit derived as a result of the above efforts eg products improvement cost reduction product development import substitution etc
Benefits derived are -
Better capacity utilization in machine with improved quality
Improvement in productivity per spindle and reduction in cost
By optimizing relative temperature and relative humidity the company has saved considerable amount By using the latest technology based energy efficient fuses chokes tube light ballasts and power cables etc the Company has achieved a significant savings on electricity consumption
3 In case of imported technology (Imported during last 5 years reckoned from the beginning of the financial year) following information may be furnisheda) Technology imported Not Applicableb) Year of Import Not Applicablec) Status of Implementation Not Applicable
RESEARCH amp DEVELOPMENT (R amp D) 1 Specified areas in which R amp D
Carried out by the Company Continuous improvement in Quality Standards
to match the International Markets
Due to in house Research and Development Activities following products were developed and launched during the year
i) Wool Wool blended with Polyester yarn
ii) Siro and Siro lycra yarn in Wool and Polywool
iii) PolyesterViscose amp polyster Acrylic yarn
iv) Blending of Silk with Wool Nylon and Viscose
Continuous technological and market innovation to match the changed requirements of the markets
Incorporated dyeing automation for better receipe management amp consistency in shades
Uniworth Limited12
UNIWORTH
UNIWORTHLIMITED
Research amp Development lab and pilot plant in Dyeing Department started developing all kinds of shades
2 Benefit derived as a result of the above R amp D Implemented ISO-9001-2008 ndash new quality management system duly certified by BIS during the year
3 Future plan of action Strengthening the research on quality improvement
To achieve total quality management cost reduction
4 Expenditure on R amp Da) Capital NILb) Recurring Expenses incurred are charged to respective
heads and are not allocated separately
FOREIGN EXCHANGE EARNINGS AND OUTGO (` in Lacs)
2014-2015 2013-2014a) Foreign Exchange Earnings 125682 77602b) Foreign Exchange Outgo
i) CIF Value of ImportsRaw Material 1159 130998Capital Goods ndash ndashComponents amp Spare Parts 16916 20704
ii) Others 32234 9516
Annual Report 2015 13
UNIWORTH
UNIWORTHLIMITED
ANNEXURE - II
SECRETARIAL AUDIT REPORT
FORM NO MR-3
FOR THE FINANCIAL YEAR ENDED MARCH 31 2015[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No 9 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014]
ToThe MembersUniworth Limited
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Uniworth Limited (hereinafter called the Company) Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereon Based on my verification of Uniworth Limitedrsquos books papers minute books forms and returns filed and other records maintained by the Company and also the information provided by the Company its officers agents and authorized representatives during the conduct of secretarial audit I hereby report that in my opinion the Company has during the audit period covering the financial year ended March 31 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent in the manner and subject to the reporting made hereinafter
I have examined the books papers minute books forms and returns filed and other records maintained by the Company for the financial year ended on March 31 2015 according to the provisions of
(1) The Companies Act 2013 (the Act) and the rules made there under
(2) The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules made thereunder
(3) The Depositories Act 1996 and the Regulations and bye-laws framed thereunder
(4) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and External Commercial Borrowings
(5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (lsquoSEBI Actrsquo)-
a The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2013
b The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 1992
c The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(6) Employees Provident Fund and Miscellaneous Provisions Act 1952
(7) Employees State Insurance Act 1948
(8) Environment Protection Act 1986 and other environmental laws
(9) Factories Act 1948
(10) Hazardous Wastes (Management and Handling) Rules 1989 and Amendment Rule 2003
(11) Indian Contract Act 1872
(12) Income Tax Act 1961 and Indirect Tax Laws
(13) Indian Stamp Act 1999
Uniworth Limited14
UNIWORTH
UNIWORTHLIMITED
(14) Industrial Dispute Act 1947
(15) Maternity Benefits Act 1961
(16) Minimum Wages Act 1948
(17) Payment of Bonus Act 1965
(18) Payment of Gratuity Act 1972
(19) Payment of Wages Act 1936 and other applicable labour laws
I have also examined compliance with the applicable clauses of the following
(i) Secretarial Standards issued by The Institute of Company Secretaries of India
(ii) The Listing Agreements entered into by the Company with BSE Limited and the Calcutta Stock Exchange Limited
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above
I report that Company has no full time Company Secretary as required by the Companies Act 2013
I further report that during the year under Review the Company continued to be under BIFR as a Sick Industrial Undertaking The matter is subjudice before the Court of Law
I further report that Redemption of Debentures is under default
I further report that this report also refer the Statutory Auditors Report dated 29th May 2015 specially the basis for their qualified opinion as mentioned therein
I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non Executive Directors and Independent Directors
The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act
Adequate notice is given to all Directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting
Majority decision is carried through while the dissenting membersrsquo views are captured and recorded as part of the minutes
I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws rules regulations and guidelines
I further report that during the audit period there were no instances of
(i) Public Rights Preferential issue of shares debentures sweat equity
(ii) Redemption buy-back of securities
(iii) Major decisions taken by the Members in pursuance to Section 180 of the Companies Act 2013
(iv) Merger amalgamation reconstruction etc
(v) Foreign technical collaborations
This Report is to be read with our letter which is annexed as Annexure A and Forms an Integral part of this report
Kamal Kumar Sanganeria K K Sanganeria amp AssociatesPlace Kolkata FCS No 2643Date 27052015 CP No 3880
Annual Report 2015 15
UNIWORTH
UNIWORTHLIMITED
ANNEXURE - II SECRETARIAL AUDIT REPORT (Contd)
lsquoAnnexure Arsquo(To the Secretarial Audit Report of Ms Uniworth Limited for the financial year ended 31032015)
ToThe MembersUniworth LimitedGreen Acres 2 Nazar Ali LaneFlat- 4A Kolkata ndash 700 019
Our Secretarial Audit Report for the financial year ended 31032015 of even date is to be read along with this letter
1 Maintenance of secretarial record is the responsibility of the management of the Company Our responsibility is to express an opinion on these secretarial records based on our audit
2 We have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records The verification was done on test basis to ensure that correct facts are reflected in secretarial records We believe that the processes and practices we followed provide a reasonable basis for our opinion
3 We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company
4 Where ever required we have obtained the Management representation about the compliance of laws rules and regulation and happening of events etc
5 The compliance of the provisions of Corporate and other applicable laws rules regulations standards is the responsibility of management Our examination was limited to the verification of procedure on test basis
6 The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company
Kamal Kumar Sanganeria K K Sanganeria amp AssociatesPlace Kolkata FCS No 2643Date 27052015 CP No 3880
Uniworth Limited16
UNIWORTH
UNIWORTHLIMITED
ANNEXURE III
FORM NO MGT ndash 9EXTRACT OF ANNUAL RETURN
as on the financial year ended 31032015
[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014]
I REGISTRATION AND OTHER DETAILS
CIN L17299WB1988PLC044984
Registration Date 11th August 1988
Name of the Company Uniworth Limited
Category SubndashCategory of the Company Company having Share Capital
Address of the Registered office and contact details Green Acres 2 Nazar Ali Lane Flat ndash4 A Kolkata ndash 700 019
Whether listed company Yes
Name Address and Contact details of Registrar and Transfer Agent if any
C B Management Services (P) Ltd Pndash22 Bondel Road Kolkatandash 700 019 Tel No (033) 4011ndash6700671167186723
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the company shall be stated
Name and Description of main products services
NIC Code of the Productservice
to total turnover of the company
Worsted Yarn 13113 56
Silk Yarn 13112 44
III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
Sl No
Name and address of the Company
CINGLN Holding SubsidiaryAssociate
of share held
Applicable Section
None
Annual Report 2015 17
UNIWORTH
UNIWORTHLIMITED
IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Categoryndashwise Share Holding
Category of Shareholders
No of Shares heldat the beginning of the year
No of Shares held at the end of the year
Change during
the yearDemat Physical Total of Total
Shares
Demat Physical Total of Total
Shares
A Promoters(1) Indian(a) Individual HUF 3743343 595518 4338861 1277 3743343 595518 4338861 1277 ndash(b) Central Govt or State Govt
ndash ndash ndash ndash ndash ndash ndash ndash ndash
(c) Bodies Corporate 365854 1401825 1767679 520 365854 1401825 1767679 520 ndash(d) BankFI ndash ndash ndash ndash ndash ndash ndash ndash ndash(e) Any other ndash ndash ndash ndash ndash ndash ndash ndash ndashSUB TOTAL (A)(1) 4109197 1997343 6106540 1797 4109197 1997343 6106540 1797 ndash(2) Foreigna) Individuals (Non- Residents Individuals Foreign Individuals)
ndash ndash ndash ndash ndash ndash ndash ndash ndash
b) Bodies Corp ndash 6924975 6924975 2038 ndash 6924975 6924975 2038 ndashc) Institutions ndash ndash ndash ndash ndash ndash ndash ndash ndashd) Qualified Foreign Investor
ndash ndash ndash ndash ndash ndash ndash ndash ndash
e) Any Others (Specify) ndash ndash ndash ndash ndash ndash ndash ndash ndashSubndashtotal (A)(2) ndash 6924975 6924975 2038 ndash 6924975 6924975 2038 ndashTotal shareholding of Promoter (A) = (A)(1)+(A)(2)
4109197 8922318 13031515 3834 4109197 8922318 13031515 3834 ndash
B Public Shareholding1 Institutionsa) Mutual Funds 4393 18837 23230 007 4393 18837 23230 007 ndashb) Banks FI 5910 22122 28032 008 5910 22122 28032 008 ndashc) Central Govt State Govt(s)
- 750000 750000 221 - 750000 750000 221 ndash
d) Venture Capital Funds - - - - - - - - ndashe) Insurance Companies 52003 150 52153 015 52003 150 52153 015 ndashf) Foreign Institutional Investors
- 4300 4300 001 - 4300 4300 001 ndash
g) Foreign Venture Capital Funds
- - - - - - - - ndash
h) Others (specify) - - - - - - - - ndash
Subndashtotal (B)(1) 62306 795409 857715 252 62306 795409 857715 252 ndash
Uniworth Limited18
UNIWORTH
UNIWORTHLIMITED
Category of Shareholders
No of Shares heldat the beginning of the year
No of Shares held at the end of the year
Change during
the yearDemat Physical Total of Total
Shares
Demat Physical Total of Total
Shares
2 NonndashInstitutionsa) Bodies Corp 613433 183426 796859 234 636728 179326 816054 240 006
b) Individuals
i) Individual shareholders holding nominal share capital upto ` 1 lakh
5599497 12145144 17744641 5221 5492191 12106631 17598822 5178 (043)
ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh
1249696 198195 1447891 426 1375936 198195 1574131 463 037
c) Any Others (specify)
i) NRI-Rep 18337 73775 92112 027 16987 73775 90762 027 000
ii) NRI-Non Rep 8676 ndash 8676 003 10642 ndash 10642 003 000
d) Trust 193 ndash 193 000 193 ndash 193 000
e) Clearing Member 6641 ndash 6641 002 6409 ndash 6409 002 000
Subndashtotal (B)(2) 7496473 12600540 20097013 5913 7539086 12557927 20097013 5913 ndashTotal Public Shareholding (B)=(B)(1) + (B)(2)
7558779 13395949 20954728 6166 7601392 13353336 20954728 6166 ndash
C Shares held by Custodian for GDRs amp ADRs
ndash ndash ndash ndash ndash ndash ndash ndash ndash
Grand Total (A+B+C) 11667976 22318267 33986243 10000 11710589 22275654 33986243 10000 ndash
Annual Report 2015 19
UNIWORTH
UNIWORTHLIMITED
(ii) Shareholding of Promoters
Shareholderrsquos Name Shareholding at the beginning of the year
Share holding at the end of the year
change in share holding
during the year
No of Shares
of total Shares of the
Company
of Shares Pledged encum-bered
No of shares
of total Shares of the
Company
of Shares Pledgedencum-bered
RBProperties Private Limited 365854 108 ndash 365854 108 ndash ndash
Uniworth Securities Limited 1400 000 ndash 1400 000 ndash ndash
Uniworth Textiles Limited 1260250 371 ndash 1260250 371 ndash ndash
Uniworth Services Private Limited
140175 041 ndash 140175 041 ndash ndash
Aviante International Limited 6924975 2038 ndash 6924975 2038 ndash ndash
Aman Lohia 1151025 339 ndash 1151025 339 ndash ndash
Meena Lohia 1374250 404 ndash 1374250 404 ndash ndash
Megha Lohia 1218068 358 ndash 1218068 358 ndash ndash
Meena Lohia 595518 175 ndash 595518 175 ndash ndash
Total 13031515 3834 ndash 13031515 3834 ndash ndash
(iii) Change in Promoters Shareholding (Please specify if there is no change)
Shareholderrsquos Name Shareholding at the beginning of the
year
Date wise increase (decrease) in shareholding during the year
Cumulative Shareholding at the end of the year
No of Shares
of total Shares of the
Company
Date No of Shares
Nature No of shares
of total Shares of the
CompanyRBProperties Private Limited
365854 108 NIL NIL NIL 365854 108
Uniworth Securities Limited
1400 000 NIL NIL NIL 1400 000
Uniworth Textiles Limited 1260250 371 NIL NIL NIL 1260250 371Uniworth Services Private Limited
140175 041 NIL NIL NIL 140175 041
Aviante International Limited
6924975 2038 NIL NIL NIL 6924975 2038
Aman Lohia 1151025 339 NIL NIL NIL 1151025 339
Meena Lohia 1374250 404 NIL NIL NIL 1374250 404
Megha Lohia 1218068 358 NIL NIL NIL 1218068 358
Meena Lohia 595518 175 NIL NIL NIL 595518 175
Uniworth Limited20
UNIWORTH
UNIWORTHLIMITED
(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters and Holders of GDRs and ADRs)
Shareholderrsquos Name Shareholding at the beginning of the
year
Date wise increase (decrease) in shareholding during the year
Cumulative Shareholding at the end of the year
No of Shares
of total Shares of the
Company
Date No of Shares
Nature No of shares
of total Shares of the
CompanyMadhya Pradesh State Industrial Development Corporation Limited
750000 221 Nil Nil Nil 750000 221
Saurav Gupta201163 059 25042014 5408 TransferBuy 206571 061
18092014 2100 TransferBuy 208671 061Sanjeev Sureka 63952 019 Nil Nil Nil 63952 019
Asha Sanjay Tibdewal 57555 017
18042014 1375 TransferBuy 58930 017
10102014 1 TransferBuy 58931 017
24102014 (1023) TransferSell 57908 017
31102014 (10) TransferSell 57898 017
United India Insurance Company Limited
52003 015 Nil Nil Nil 52003 015
Lata Bhanshali 49210 014 Nil Nil Nil 49210 014
Sanjay Nandlal Tibdewal 49145 014 30092014 25043 TransferBuy 74188 022
24102014 (1500) TransferSell 72688 021
31102014 (500) TransferSell 72188 021
Alom Extrusions Limited 48100 014 Nil Nil Nil 48100 014
Niket Jhunjhunwala 45540 013 Nil Nil Nil 45540 013
Riyajuddin Khan 40032 012
25042014 (13) TransferSell 40019 012
02052014 (30017) TransferSell 10002 003
16052014 (9992) TransferSell 10 000
30052014 (10) TransferSell 0 000
Annual Report 2015 21
UNIWORTH
UNIWORTHLIMITED
(v) Shareholding of Directors and Key Managerial Personnel
Shareholderrsquos Name Shareholding at the beginning of the year
Date wise increase (decrease) in shareholding during the year
Cumulative Shareholding at the end of the year
No of Shares
of total Shares of the
Company
Date No of Shares
Nature No of shares
of total Shares of the
CompanySilpi Chakraborty 700 000 NIL NIL NIL 700 000
Sanjeev Saxena 600 000 NIL NIL NIL 600 000
V INDEBTEDNESS Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Loans excluding deposits
Unsecured Loans
Deposits Total Indebtedness
Indebtedness at the beginning of the financial yeari) Principal Amount 4936931 917455 1355 5855741ii) Interest due but not paid 6670403 -- -- 6670403iii) Interest accrued but not due -- -- -- --Total (i+ii+iii) 11607334 917455 1355 12526144Change in Indebtedness during the financial yearbull Addition 576543 -- -- 576543bull Reduction (2) -- (20) (22)Net Change 576541 -- (20) 576521Net Change Indebtedness at the end of the financial yeari) Principal Amount 4977356 917455 1335 5896146ii) Interest due but not paid 7206519 -- -- 7206519iii) Interest accrued but not due -- -- -- --Total (i+ii+iii) 12183875 917455 1335 13102665
Uniworth Limited22
UNIWORTH
UNIWORTHLIMITED
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A Remuneration to Managing Director Wholendashtime Directors andor Manager
Sl No Particulars of Remuneration Name of the Whole-time Directors
Total Amount (In Lacs)
S C Kalra S N Shenwai1 Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act 1961
098 809 907
(b) Value of perquisites us 17(2) Income Tax Act 1961 303 064 367
(c ) Profit in lieu of salary under Section 17(3) Income Tax Act 1961
- - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -
- As of profit - - -
- Others specify - - -
5 Others please specify - - -
Total (A) 401 873 1274
Ceiling as per the Act 4200
B Remuneration to other Directors
Sl No Particulars of Remuneration Name of the Directors Total Amount
(Rs)S C
MajumderK
JhunjhunwalaSilpi
ChakrabortyT C Jain Sanjeev
Saxena1 Independent Directors
bull Fee for attending board committee meetings
- 16000 14000 - - 30000
bull Commission - - - - - -
bull Others please specify - - - - - -
Total (1) - 16000 14000 - - 30000
2 Other Non-Executive Directorsbull Fee for attending board committee
meetings 4000 - - - - 4000
bull Commission - - - - - -
bull Others please specify - - - - - -
Total (2) 4000 - - - - 4000
Total (B)=(1+2) 4000 16000 14000 - - 34000
Total Managerial Remuneration 1308000
Overall Ceiling as per the Act All Non-ExecutiveIndependent Directors have been paid only sitting fees for attending Board meeting and
Committee meetingswhich is well within the limits prescribed under the Companies Act 2013
Annual Report 2015 23
UNIWORTH
UNIWORTHLIMITED
C Remuneration to Key Managerial Personnel other than MDManagerWT
Sl No
Particulars of Remuneration Name of the KMP Total Amount
(In Lacs)A K Ladia (CFO) Company Secretary
1 Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act 1961
330 ndash 330
(b) Value of perquisites us 17(2) Income Tax Act 1961
018 ndash 018
(c ) Profit in lieu of salary under Section 17(3) Income Tax Act 1961
ndash ndash ndash
2 Stock Option ndash ndash ndash
3 Sweat Equity ndash ndash ndash
4 Commission ndash ndash ndash
- As of profit ndash ndash ndash
- Others specify ndash ndash ndash
5 Others please specify ndash ndash ndash
Total 348 ndash 348
VII PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES
Type Section of the
Companies Act
Brief Description
Details of Penalty Punishment
Compounding fees imposed
Authority [RD NCLT
COURT]
Appeal made if any (give Details)
A COMPANYPenalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
B DIRECTORSPenalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
C OTHER OFFICERS IN DEFAULTPenalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
Uniworth Limited24
UNIWORTH
UNIWORTHLIMITED
INDUSTRY STRUCTURE amp DEVELOPMENT
Indian Textiles Industry is one of the leading textile industries in the world Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources The fast growing retail apparel industry in the organized sector with multiple and strong Brands in every sphere of fabric and clothing have further increased the importance and demand for textiles products and quality yarns in particular
OPPORTUNITIES AND THREATS
After global economic revival picks up the pace the demand for quality products is expected to bounce back in the coming years News of Chinarsquos internal demand of yarns surpassing its own production capacities is also quite encouraging and is an enormous growth potential by itself for producers in India and other countries as well However the rising cost of raw materials is a matter of concern together with the growing competition from other developing countries
SEGMENT WISE PERFORMANCE
The Companyrsquos business activities fall within a single primary segment of Textile Yarns viz WoolWorstedSilkSilk SpunNoil Yarns etc
FINANCIAL PERFORMANCE
Turnover of the Company during the year was Rs1391658 Lacs as against Rs1391288 Lacs in the previous year The Turnover remained almost at same level of previous year Profit before Interest Depreciation and Taxes was Rs114341 Lacs as against Rs126658 in the previous year
OPERATIONS MANAGEMENT DISCUSSION AND ANALYSIS
During the year under review total revenue remained almost at same level to Rs 13917 crores as against Rs 13913 crores in the previous year There was a cash profit to the tune of Rs 1434 crores as against Rs 1320 crores before interest and Depreciation in the previous year Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources
BUSINESS OUTLOOK
Demand for textile products have been on the fall for the higher end products like wool rich products due to global recession and have been the reason for not so encouraging top line Coupled with this sporadic fiscal instability in certain global markets was a cause of concern Although the demand for the same has started showing some improving trends and hence the company is optimistic and continuing its vigorous efforts in domestic as well as in foreign market
RISK amp CONCERNS
The primary risk for the Company is with the volatile Export markets and the uncertainty prevailing in the Global Economy Having to compete with low cost producers from countries like China and Korea is always a concern There are no significant current borrowings and thus the company seems isolated from financial risks and concerns especially in the face of increasing interest rates and cost of Capital
INTERNAL CONTROL SYSTEM
The Company has adequate system of internal controls to ensure that all assets are safeguarded and protected against loss and that all transactions are authorized recorded and reported correctly The systems are designed to support the reliability of the financial and other records for preparing financial statements and other data The Statutory Auditors also discuss their comments and findings with the management as well as with the audit committee
MANAGEMENT DISCUSSION amp ANALYSIS REPORT
Annual Report 2015 25
UNIWORTH
UNIWORTHLIMITED
The Company has also regularly placed before the Board Internal Audit Reports Financial Results with Provisional Balance Sheets Performance Review Report of various Units together with Executive Summary Current Workings and all Current matters of commercial importance and various other information as generally required under the various Stock Exchange Listing Agreements
HUMAN RESOURCES
The Company continues to recognize the importance of good human relations in the smooth working of the organization Up gradation of the skills of the employees is pursued by the Company through regular on-the-job training sessions
CAUTIONARY STATEMENT
The facts and views mentioned in this report on Management Discussion and Analysis describing the Companyrsquos views about the industry or otherwise and the forecasts made are entirely based on opinion formed by the Management of the Company and actual position or results may differ from those implied therein Important factors that could make a difference include economic developments within India and outside and also the economic performance of other countries with which the Company conducts business as well as availability of raw materials and prices and other incidental factors
For and on behalf of the Board of Directors
Place Kolkata S N Shenwai T C JainDate 29052015 Executive Director Director
Uniworth Limited26
UNIWORTH
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1 Companyrsquos Philosophy on Code of Corporate Governance
The Company believes that Corporate Governance is the combination of voluntary practices and compliance with the laws and regulations of the Companies leading to effective control and management of the Company Good Corporate Governance leads to long term shareholders value and enhances the interest of other stakeholders including the employees and all others connected with the Organization
The Company confirm the practice of good Corporate Governance codes by the company in true spirit and are pleased to present below the Report on Corporate Governance
2 Board of Directors
i As on March 31 2015 the Company has five directors Out of the five Directors four (ie 8000) are non-executive directors including two Independent Directors and one Nominee Director The composition of the board is in conformity with Clause 49 of the Listing Agreements entered into with the stock exchanges
ii None of the directors on the board hold directorships in more than ten public companies Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a director Necessary disclosures regarding committee positions in other public companies as on March 31 2015 have been made by the directors None of the directors are related to each other
iii Independent directors are Non-Executive Directors as defined under Clause 49(ll)(B)(1) of the Listing Agreements entered into with the Stock Exchanges The maximum tenure of the independent directors is in compliance with the Companies Act 2013 (ldquoActrdquo) All the Independent Directors have confirmed that they meet the criteria as mentioned under clause 49 of the Listing Agreement and Section 149 of the Act
iv The names and categories of the Directors on the Board their attendance at Board meetings held during the year and the number of directorships and committee chairmanships memberships held by them in other public companies as on March 31 2015 are given herein below Other directorships do not include directorships of private limited companies Section 8 companies and of companies incorporated outside India Chairmanships memberships of board committees shall include only audit committee and stakeholdersrsquo relationship committee
Name of Directors Category Number of Board Meetings during the year 2014-15
Whether attended last AGM held on
Sept 26 2014
Number of directorships
in other Public Companies
Number of Committee
positions held in other public
companies
Held Attended Chairman Member Chairman Member
Mr K Jhunjhunwala Independent Non-Executive
6 5 Yes ndash 9 ndash 3
Mr A G Bhatnagar Non Independent
Non-Executive
1 ndash No ndash ndash ndash ndash
Mr S C Kalra Non Independent
ExecutiveDirector
1 1 No ndash ndash ndash ndash
REPORT ON CORPORATE GOVERNANCE(Pursuant to Clause 49 of the Listing Agreement)
Annual Report 2015 27
UNIWORTH
UNIWORTHLIMITED
Name of Directors Category Number of Board Meetings during the year 2014-15
Whether attended last AGM held on
Sept 26 2014
Number of directorships
in other Public Companies
Number of Committee
positions held in other public
companies
Held Attended Chairman Member Chairman Member
Mr S N Shenwai Non Independent
Executive Director
6 2 No ndash ndash ndash ndash
Mr S C Majumder Non Independent
Non-Executive
2 1 Yes (By Invitation)
ndash ndash ndash ndash
Mrs Silpi Chakraborty
Independent Non-Executive
4 4 Yes ndash ndash ndash ndash
Mr Tara Chand Jain
Non Independent
Non-Executive
1 ndash NA ndash ndash ndash ndash
Mr Sanjeev Saxena Non-Executive amp Nominee of MPSIDC Ltd
6 ndash No ndash ndash ndash ndash
Mr A G Bhatnagar has resigned as Director of the Company wef 29th May 2014 and Mr S C Kalra has resigned as Executive Director of the Company wef 29th May 2014 Appointed as an Additional Director and subsequently designated as Executive Director wef 29th May 2014 Resigned as Director of the Company wef 14th July 2014 Appointed as an Additional Director wef 14th July 2014 Appointed as an Additional Director wef 31st March 2015
v Six board meetings were held during the year and the gap between two meetings did not exceed one hundred twenty days The dates on which the said meetings were held
29052014 14072014 12082014 12112014 11022015 and 31032015 The necessary quorum was present for all the meetings
vi During the year a separate meeting of the independent directors was held inter-alia to review the performance of non-independent directors and the board as a whole
vii The Board periodically reviews compliance reports of all laws applicable to the Company prepared by the Company
viii The Company regularly placed before the Board Internal Audit Reports Financial Results with Provisional Balance Sheets Performance Review Report of various Units together with Executive Summary Current Workings and all Current matters of commercial importance and various other information as under Clause 49 of the Listing Agreement from time to time
ix The Companies Act 2013 requires that a Woman Director should be a member of the Board of director Hence Mrs Silpi Chakraborty was appointed on 14th July 2014 as member of the Board as Woman Independent Director her appointment was duly confirmed by means of E-voting in last AGM of the company held on 26092014
22 Code of Conduct The Board of Directors plays an important role in ensuring good governance The Code of Conduct formulated
Uniworth Limited28
UNIWORTH
UNIWORTHLIMITED
by the Company during the year which the DirectorsSenior Executive have been advised to follow envisages inter alia the following-
To observe the highest standards of ethical conduct and integrity and to work to the best of their ability and judgement
To maintain and help the Company in maintaining highest degree of Corporate Governance practices
To act in utmost good faith and exercise due care diligence and integrity in performing their official duties
Not to seek accept or receive directly or indirectly any gift payments or favour in whatsoever form from Companyrsquos Business Associates which can be perceived as being given to gain favour or dealing with the Company and to ensure that the Companyrsquos interests are never compromised
To maintain confidentiality of information entrusted by the Company or acquired during performance of their duties and not to use it for personal gain or advantage
Not to commit any offences involving moral turpitude or any act contrary to law or opposed to the public policy
3 Audit Committee i) The audit committee of the Company is constituted in line with the provisions of Clause 49 of the Listing
Agreements entered into with the stock exchanges read with Section 177 of the Act
ii) The terms of reference of the Audit Committee are broadly as under -
a) Oversight of the Companyrsquos financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct sufficient and credible
b) Recommend the appointment remuneration and terms of appointment of auditors of the Company
c) Approval of payment to statutory auditors for any other services rendered by the statutory auditors
d) Reviewing with the management the annual financial statements and auditorsrsquo report thereon before submission to the board for approval with particular reference to
bull Matters required to be included in the directorrsquos responsibility statement to be included in the boardrsquos report in terms of clause (c) of sub-section 3 of section 134 of the Act
bull Changes if any in accounting policies and practices and reasons for the same
bull Major accounting entries involving estimates based on the exercise of judgment by management
bull Significant adjustments made in the financial statements arising out of audit findings
bull Compliance with listing and other legal requirements relating to financial statements
bull Disclosure of any related party transactions
bull Qualifications in the draft audit report
e) Reviewing with the management the quarterly financial statements before submission to the board for approval
f) Reviewing with the management the statement of uses application of funds raised through an issue (public issue rights issue preferential issue etc) the statement of funds utilised for purposes other than those stated in the offer document prospectus notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue and making appropriate recommendations to the board to take up steps in this matter
g) Review and monitor the auditorsrsquo independence and performance and effectiveness of audit process
h) Approval or any subsequent modification of transactions of the Company with related parties
i) Scrutiny of inter-corporate loans and investments
Annual Report 2015 29
UNIWORTH
UNIWORTHLIMITED
j) Valuation of undertakings or assets of the Company wherever it is necessary
k) Evaluation of internal financial controls and risk management systems
l) Reviewing with the management performance of statutory and internal auditors adequacy of the internal control systems
m) Reviewing the adequacy of internal audit function if any including the structure of the internal audit department staffing and seniority of the official heading the department reporting structure coverage and frequency of internal audit
n) Discussion with internal auditors of any significant findings and follow up there on
o) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board
p) Discussion with statutory auditors before the audit commences about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern
q) To look into the reasons for substantial defaults in the payment to the depositors debenture holders shareholders (in case of non-payment of declared dividends) and creditors
r) Establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed
s) To review the functioning of whistle blower mechanism
t) Approval of appointment of CFO
u) The Committee reviews the efficacy of the internal control mechanism and monitors the risk management policies adopted by the Company The Committee also reviews the report furnished by the internal and Statutory Auditors and ensures that suitable follow up actions are taken Besides the Committee also examines accounting taxation and disclosure aspects of all significant transactions
v) Carrying out any other function as is mentioned in the terms of reference of the audit committee
w) To mandatorily review the following information
bull Management discussion and analysis of financial condition and results of operations
bull Statement of significant related party transactions (as defined by the audit committee)submitted by management
bull Management letters letters of internal control weaknesses issued by the statutory auditors
bull Internal audit reports relating to internal control weaknesses and
bull The appointment removal and terms of remuneration of the chief internal auditor
iii) The audit committee invites executives as it considers appropriate (particularly the head of the finance function) representatives of the statutory auditors and representatives of the internal auditors to be present at its meetings The Company Secretary acts as the secretary to the audit committee
iv) The previous annual general meeting (AGM) of the Company was held on September 26 2014 and was attended by the Chairman of the audit committee
v) The Composition of the Committee and the attendance of each member of the Committee during the year 2014-15 are given below
Name Category Profession Number of Meetings during the Financial year 2014-15
Held Attended
Mr A G Bhatnagar Non Independent Non-Executive
Professional 1 -
Uniworth Limited30
UNIWORTH
UNIWORTHLIMITED
Name Category Profession Number of Meetings during the Financial year 2014-15
Held Attended
Mr S C Kalra Non Independent Executive Director
Service 1 1
Mr S C Majumder Non Independent Non-Executive
Service 1 1
Mr K Jhunjhunwala Independent Non-Executive
Chartered Accountant
4 3
Mr S N Shenwai Non Independent Executive Director
Service 3 -
Mrs Silpi Chakraborty Independent Non-Executive
Professional 3 3
Resigned as members of the Committee wef 29th May 2014 Resigned as members of the Committee wef 14th July 2014 Appointed as member of the Committee wef 29th May 2014 Appointed as member of the Committee wef 14th July 2014 Members present at the meeting elect one of themselves as Chairman of the Meeting
vi) During the year 2014-15 4 (Four) meetings of the Audit Committee were held and the gap between two meetings did not exceed four months The dates of the meetings are following 29052014 12082014 12112014 and 11022015
4 Nomination and Remuneration Committee i) The Nomination and Remuneration Committee was re-organised during the year as per the provisions
of the act and Clause 49 of the Listing Agreement
ii) The Nomination and Remuneration Committee was formed with a view to reviewing and making recommendations on annual salaries performance commissions perquisite and other employment conditions of ExecutiveWhole-time Directors and other Executives and Officials The Committee also takes into consideration remuneration practices followed by leading companies as well as information provided by reputed consultants while determining the overall remuneration package
iii) The composition and attendance of the members at the Meetings of Remuneration Committee during the year 2014-15 were as under
Name Category Number of Meetings during the Financial year 2014-15
Held Attended
Mr K Jhunjhunwala Independent Non-Executive 4 3
Mr A G Bhatnagar Non Independent Non-Executive 1 ndash
Mr S C Majumder Non Independent Non-Executive 1 1
Mrs Silpi Chakraborty Independent Non-Executive 3 3
Mr T C Jain Non Independent Non-Executive ndash ndash
Resigned as member of the committee wef 29th May 2014 Resigned as member of the committee wef 14th July 2014 Appointed as member of the committee wef 14th July 2014 Appointed as member of the committee wef 31st March 2015 Members present at the meeting elect one of themselves as Chairman of the Meeting
During the year 2014-15 4 (four) Meetings of the Nomination and Remuneration Committee were held on the following dates 29052014 12082014 12112014 and 11022015
Annual Report 2015 31
UNIWORTH
UNIWORTHLIMITED
iv) Remuneration of Directors Details of remuneration paid payable to Directors for the year ended 31st March 2015 are as follows (Amount in Rs)
Name of Directors Board Meeting
Audit Committee
Meeting
Commission Total
Mr K Jhunjhunwala 10000 6000 ndash 16000
Mr S C Majumder 2000 2000 ndash 4000
Mrs Silpi Chakraborty 8000 6000 ndash 14000
Mr T C Jain ndash ndash ndash ndash
Mr Sanjeev Saxena ndash ndash ndash ndash
Resigned as member of the committee wef 14th July 2014 Appointed as member of the committee wef 14th July 2014 Appointed as member of the committee wef 31st March 2015
vi) Details of Remuneration paidpayable to Executive Directors Remuneration for the year ended 31st March 2015 is as follows
(Amount in lacs)
Name of Director Salary Allowance Perquisites Total
Mr S C Kalra 079 019 303 401
Mr SN Shenwai 600 209 064 873 Mr S C Kalra resigned as Executive Director of the Company wef 29th May 2014
Mr S N Shenwai appointed as Executive Director of the Company wef 29th May 20145 Stakeholders Relationship Committee i) As per the applicable provisions of Section 178 of the companies Act 2013 and Clause 49 of the
Listing Agreement the nomenclature Share Transfer cum Investor Grievance Committee was renamed as Stakeholders Relationship Committee
ii) The Stakeholders Relationship Committee look into the redressal of complaints of investors such as transfer or credit of shares non-receipt of dividend notices annual reports etc
iii) During the year two meetings of the Stakeholder Relationship committee was held on 16062014 and 16122014
iv) The composition and attendance of the members in the following Committee Meetings during the year 2014-15 were as under
Name Number of meetings during the financial year 2014-15
Held Attended
Mr K Jhunjhunwala 2 2
Mr A G Bhatnagar ndash ndash
Mr S C Kalra ndash ndash
Mr S N Shenwai ndash ndash
Mr S C Majumder 1 1
Mrs Silpi Chakraborty 1 1
Mr Tara Chand Jain ndash ndash
Resigned as members of the committee wef 29th May 2014
Uniworth Limited32
UNIWORTH
UNIWORTHLIMITED
Appointed as member of the committee wef 29th May 2014 Resigned as member of the committee wef 14th July 2014 Appointed as member of the committee wef 14th July 2014 Appointed as member of the committee wef 31st March 2015 Members present at the meeting elect one of themselves as Chairman of the Meeting
v) During the year 2014-15 16 (Sixteen) Meetings regarding Share Transfer were held on the following dates 16062014 15072014 29082014 05092014 18092014 30092014 16102014 31102014 14112014 28112014 16122014 12012015 30012015 17022015 27022015 and 16032015
vi) Share Transfers
bull All Shares have been transferred and returned within the prescribed period so long as the documents have been in order in all respects
bull Total number of Equity Shares transferred during the relevant period was 11730
vii) Compliance Officer
Mr S N Shenwai Executive Director is the Compliance Officer of the Company and his contact details are given below
Mr S N Shenwai Executive Director Uniworth Limited ldquoGREEN ACRESrdquo 2 Nazar Ali Lane Flat- 4A Kolkata ndash 700 019 Phone (033) 40061301
viii) Status of Investor Complaints
Complaints received from Shareholders have been mostly cleared within the financial year The complaints are generally replied to within 10-15 days from their lodging with the Company
No of Complaints received from the Investors (including brought forward) 18
No of Complaints resolved 17
Complaints pending as on 31st March 2015 1
No of Share Transfers pending for approval as on 31st March 2015 NIL
6 General Body Meetings i) Annual General Meeting
The location and time of the Annual General Meetings held during the last 3 years is as follows
Annual General Meeting (AGM) Date Time Venue No of Special
Resolutions passed
24th Annual General Meeting 28092012 1030 AM Science CitySeminar HallJBS Haldane AvenueKolkata ndash 700 046
ndash
25th Annual General Meeting 26092013 1030 AM Science CitySeminar HallJBS Haldane AvenueKolkata ndash 700 046
ndash
Annual Report 2015 33
UNIWORTH
UNIWORTHLIMITED
26th Annual General Meeting 26092014 1030 AM Science CitySeminar HallJBS Haldane AvenueKolkata ndash 700 046
ndash
ii) The Special Resolutions if any are usually passed on show of hands and mostly unanimously
iii) No Postal Ballot were used in last year The Company does not have any proposal for Postal Ballot at present
7 Disclosures a) Related Party transactions have been disclosed under Note No 27 to the accounts for year under
review and it is not conflict with the interest of the Company
b) The Company has complied with all the mandatory requirements of clause 49 of the listing agreements with the Stock Exchanges as well as regulations and guidelines of SEBI wherever applicable
c) No transaction of material nature has been entered into by the Company with the Directors or Promoters or Management and their relatives their subsidiaries etc that may have a potential conflict with the interest of the Company at large The Register of Contracts in which Directors are interested was placed before the Board regularly
d) The Company has in place an Employee Concern (Whistle Blower) No personnel has been denied access to the Audit Committee to lodge their Grievances
e) No penalties or strictures have been imposed on the Company by the Stock Exchange or SEBI or any statutory authority on any matter related to capital markets during the last three years as all requirements were complied with
f) All mandatory requirements have been appropriately complied
g) Resume and other information of the Directors proposed to be appointedre-appointed (including those retiring by rotation) at the ensuing annual General Meeting are given in the Notice relating thereto to the shareholders
h) No presentation were made to Institutional Investors and Analysts during the year
i) The Company does not have any subsidiary
j) Your Company has followed all relevant Accounting Standards while preparing the Financial Statements
k) Particulars of Equity Shares of the Company held by Non-Executive Directors (both own or held byfor other person on a beneficial basis) are as follows
Name of Directors Number of Equity Shares heldMrs Silpi Chakraborty 700
Mr Sanjeev Saxena 600
l) Risk Management
A comprehensive risk management policy for the purpose of management policy in the Company for periodical review by the Board of Directors has formulated In addition Risk Management issues are generally discussed in the Audit Committee
m) CEOCFO Certification The ExecutiveWhole-time Director and Chief Financial Officer who are also heading the finance
function have confirmed to the Board that
(a) They have reviewed financial statements and the cash flow statement for the year and that to the best of their knowledge and belief
(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
Uniworth Limited34
UNIWORTH
UNIWORTHLIMITED
(ii) these statements together present a true and fair view of the companyrsquos affairs and are in compliance with existing accounting standards applicable laws and regulations
(b) There are to the best of their knowledge and belief no transactions entered into by the company during the year which are fraudulent illegal or violative of the companyrsquos code of conduct
(c) They accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of the internal control systems of the company pertaining to financial reporting and they have disclosed to the auditors and the Audit Committee deficiencies in the design or operation of internal controls if any of which they are aware and the steps they have taken or propose to take to rectify these deficiencies
(d) They have indicated to the Auditors and the Audit Committee
(i) that there have been no significant changes in internal control over financial reporting during the year
(ii) that there have been no significant changes in accounting policies during the year and
(iii) that there are no instances of significant fraud of which they have become aware and the involvement therein if any of the management or an employee having a significant role in the companyrsquos internal control system over financial reporting
n) Brief Profile and other informationrsquos of the Directors proposed to be appointed re-appointed (including those retiring by rotation) at the ensuing Annual General Meeting are given in the Notice relating thereto the shareholders
8 Means of Communication a) The Annual Half yearly and Quarterly Results are Electronically transmitted to the Stock Exchanges in
accordance with the Listing Agreement and are uploaded on the Companyrsquos Website wwwuniworthcom also the same are being published in an English Newspaper namely the Echo of India Kolkata and Arthik Lipi alongwith Dainik Lipi Bengali leading Newspapers
b) Management Discussion amp Analysis Report is forming a part of the Annual Report
9 General Shareholder Information a) Annual General Meeting - Date and Time 29th September 2015 at 1030 AM
- Venue Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046
b) Financial Calendar (Tentative and subject to change)
Financial reporting for
- the Quarter ending 30th June 2015 2nd week of August 2015 - the Quarter and Half Year ending 30th September 2015 2nd week of November 2015 - the Quarter ending 31st December 2014 2nd week of February 2016 - Year ending 31st March 2016 4th week of May 2016
c) Date of Book Closure 23rd September 2015 to 29th September 2015
d) Dividend Payment Date NA
e) Registered Office ldquoGREEN ACRESrdquo 2 Nazar Ali Lane Flatndash 4A Kolkata ndash 700 019
f) Listing on Stock Exchanges The Equity Shares of the Company are listed on the following Stock Exchanges
Annual Report 2015 35
UNIWORTH
UNIWORTHLIMITED
Code No The Calcutta Stock Exchange Ltd (CSE) 10033010
BSE Limited (BSE) 514144
Listing fees for the Financial Year 2015-2016 have been paid
g) Corporate Identity No (CIN) of the Company L17299WB1988PLC044984
h) Stock Market Data
1 The Calcutta Stock Exchange Ltd There has been no trading during the year 2 BSE Limited
Month amp Year High (`) Low (`) Monthly Volume(No of Equity Shares)
April 2014 096 058 64744May 2014 096 083 52417June 2014 101 080 32394July 2014 111 084 47313August 2014 165 084 39696September 2014 218 138 154526October 2014 330 215 125576November 2014 309 212 64128December 2014 246 162 33765January 2015 187 146 26982February 2015 153 111 36842March 2015 118 082 16397
i) Registrar and Transfer Agents Ms C B MANAGEMENT SERVICES (P) LIMITED P-22 Bondel Road Kolkata ndash 700 019 Phone No (033) 4011 6700671167186723 Fax No (033) 40116739 E-mail rtacbmslcom
(j) (1) Distribution of Shareholding as on 31st March 2015
Slab of Equity Shares held
No of Shareholders No of Equity Shares
1- 500 79783 9388 11250631 3310501 ndash 1000 3045 358 2260412 6651001 ndash 2000 1273 150 1801305 5302001 ndash 3000 386 045 959785 2823001 ndash 4000 169 020 597378 176
Uniworth Limited36
UNIWORTH
UNIWORTHLIMITED
4001 ndash 5000 104 012 481868 1425001-10000 137 016 922783 27210001-Above 89 011 15712081 4623Total 84986 10000 33986243 10000
(2) Categories of Shareholders as on 31st March 2015
Categories Number of Equity Shares Amount in (Rs)
Promoters Directors Relatives and Associated Companies
13032815 130328150 3835
Financial Institutions Govt Companies 802153 8021530 236Mutual Funds UTI 23230 232300 007Banks 28032 280320 008Foreign Institutional Investors 4300 43000 001Non ndash Resident Indians 101404 1014040 030Other Bodies Corporate 816054 8160540 240Public 19178255 191782550 5643Total 33986243 339862430 10000
k) Dematerialization of Shares and Liquidity 11710589 Equity Shares (3446 of Total Shares) are in the Dematerialised Form as on 31st March
2015
At present the Companyrsquos Shares are compulsorily traded in Dematerialised Form as per notification issued by the Securities and Exchange Board of India (SEBI) The ISIN allotted for the Equity Shares of the Company is INE207A01013
l) Share Transfer System To expedite the Share Transfer process in the Physical segment authority has been delegated to the
ldquoStakeholder Relationship Committeerdquo Share transfertransmissions approved by the Committee are placed at the Board Meeting from time to time
m) Outstanding GDRsADRsWarrants Not Applicable
n) Plant Location 1) Urla Growth Centre Raipur Chattisgarh
2) Amriti Malda West Bengal
o) Investor Correspondence S N Shenwai Uniworth Limited
ldquoGREEN ACRESrdquo 2 Nazar Ali Lane Flat- 4A Kolkata ndash 700 019 Phone (033) 40061301 Website wwwuniworthcom
Annual Report 2015 37
UNIWORTH
UNIWORTHLIMITED
DISCLOSURE OF CODE OF CONDUCTAnnual Certificate under Clause 49 (II) (E) of Listing Agreement with Stock Exchanges
DECLARATIONAs required under Clause 49 (II) (E) of the Listing Agreement with the Stock Exchanges I hereby declare that all the Board Members and Senior Management Personnel ie employees in the grades of General Manager and above of the Company have complied with the Code of Conduct of the Company for Financial Year ended 31st March 2015
Place Kolkata S N ShenwaiDate 29052015 Executive Director
AUDITORSrsquo CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT TO THE MEMBERS OF UNIWORTH LIMITED
TO THE MEMBERS OF UNIWORTH LIMITED
We have examined the compliance of conditions of Corporate Governance by Uniworth Limited (ldquothe Companyrdquo) for the year ended 31st March 2015 as stipulated in clause 49 of the Listing Agreements of the Company entered into with Stock Exchanges
The compliance of conditions of Corporate Governance is the responsibility of the management Our examination was limited to a review of the procedures and implementation thereof adopted by the company for ensuring the compliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company
In our opinion and to the best of our information and according to the explanation given to us and the representations made by the Directors and the management we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above- mentioned Listing Agreement
We state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency of the effectiveness with which the management has conducted the affairs of the Company
For S S KOTHARI amp COChartered Accountants
Firm Registration No 302034EA DATTA
Place Kolkata PartnerDate 29th May 2015 Membership No 005634
Uniworth Limited38
UNIWORTH
UNIWORTHLIMITED
INDEPENDENT AUDITORSrsquo REPORT To the Members ofUNIWORTH LIMITEDReport on the Financial Statements
We have audited the accompanying Financial Statements of UNIWORTH LIMITED (ldquothe Companyrdquo) which comprise the Balance Sheet as at 31st March 2015 the Statement of Profit and Loss the Cash Flow Statement and a summary of the Significant Accounting Policies and other explanatory information for the year then ended
Managementrsquos Responsibility for the Financial Statements
The Companyrsquos Board of Directors is responsible for the matters stated in Section 134(5) of the Companies act 2013 (ldquothe Actrdquo) with respect to the preparation of these Financial Statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes 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 frauds and other irregularities selection and application of appropriate accounting policies making judgements and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditorrsquos Responsibility
Our responsibility is to express an opinion on these Financial Statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements The procedures selected depend on the auditorrsquos judgement including assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companyrsquos preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyrsquos Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the Financial Statements
Basis for Qualified Opinion
1 Footnote (i) to Note No 23 regarding interest provision on borrowings from some of the institutions and banks which has been made in the financial statements under simple interest method at the prevailing estimated rates applicable on such loans in absence of relevant documentsconfirmations as a result of which impact of compound interestpenal charges wherever applicable having not been ascertained as well as the note therein regarding the matter of dispute between the Company and the BankersCreditors in connection with charging of interest payment and payment of principal
2 Footnote No (ii) to Note No 23 regarding non-provision of Interest on certain loans and the impact of the non-provision is not presently ascertainable
Annual Report 2015 39
UNIWORTH
UNIWORTHLIMITED
3 Footnote No 4 (i) (ii) and (iii) of Note No 15 regarding overdue Export Bills amounting to ` 3178731 lacs outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
4 Footnote 1 of 17 regarding Claims Receivable amounting to ` 68936 lacs due from various banks outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
5 Footnote 3 of Note No 17 regarding advance of ` 314473 lacs due from certain parties which in our opinion are considered doubtful of recovery against which adequate provision has not been made
6 Footnote 3 of Note No 16 relating to non-accounting of withdrawals other transactions from certain Bank accounts during the year due to reasons stated on the said Note 16 (3)
7 Note No 30 regarding non-compliance of Accounting Standard (AS) 6 Depreciation Accounting due to non-adoption of Schedule ndash II of the Companies Act 2013 and also non-compliance of mandatory Accounting Policy for Depreciation required to be followed by the Company due to reasons stated in the said Note
8 In absence of any workings for impairment of assets as per Accounting Standard (AS) 28 Impairment of Assets the impact of such impairment is not ascertainable
9 Non-provision non-compliance of Items indicated in (1) to (8) above constitute a departure from the Accounting Standards referred to in Section 133 of the Act Without considering Item Nos (1) (2) (6) (7) and (8) above whose impact on the Companyrsquos Statement of Profit and Loss is presently non-ascertainable had the provisions indicated in Item Nos (3) to (5) been made
(i) the Loss for the year would have increased by ` 3562140 lacs
(ii) Trade Receivables would have decreased by ` 3178731 lacs
(iii) Short Term Loans and Advances would decreased by ` 383409 lacs
(iv) The Shareholdersrsquo Fund would have been lower by ` 3562140 lacs
Qualified Opinion
In our opinion and to the best of our information and according to the explanations given to us except for the like effects of the matters described in the Basis for Qualified Opinion paragraph above the aforesaid Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2015 and its loss and its cash flows for the year ended on that date
Emphasis of Matters
We draw your attention to the following matters in the Notes to the Financial Statements
1 Following Notes to the Financial Statements describe the uncertainty related to the outcome of the lawsuits other legal matters and matters under settlements indicated therein
(a) Footnote (2) to Note No 4 regarding legal issues following securitization of Secured Loans as stated in the said Note
(b) Footnote (2) of Note No 15 regarding pending adjustments of Sundry Debtors against supplies and other liabilities etc due to the buyers In absence of final settlement with the parties and non-receipt of necessary approval from concerned regulatory authority extent of the amount of adjustments so required could not be ascertained
(c) Footnote to Note No 6 regarding estimated amount of ` 872228 lacs provided during the year 2002-03 as sales claims and commissions relating to earlier years from overseas customers of the Company which is pending for final settlement Necessary adjustments for such claims and commissions will be made after final settlement and obtaining necessary approval from the concerned regulatory authority
Uniworth Limited40
UNIWORTH
UNIWORTHLIMITED
(d) Footnote 1 of Note No 15 and Footnote 2 of Note No 17 regarding Debtors and Advances amounting to ` 145362 lacs and ` 138719 lacs respectively relating to Companies which have become Sick and referred to BIFR under the Sick Industrial Companies (Special Provisions) Act 1985 As the rehabilitation scheme of these companies are pending finalisation the amount of provision if any which may be required remain unascertainable
(e) Note No 32 regarding legal recourse taken by certain banks and financial institutions for recovery of their dues and the matter is sub-judice as stated in the said Note
(f) Note No 33 regarding non-compliance of certain technical formalities due to which transfer of certain borrowing facilities to a body corporate could not be made
(g) Note No 34 regarding applications made by the Company with the Reserve Bank of India from time to time for extension setting off of certain overdue bills
(h) Note No 35 regarding Debit Note sent by a body corporate in an earlier year for unilateral transfer back of all assets not taken into cognizance by the Company in preparing these Financial Statements as stated in the said Note
(i) Note No 38 regarding claims filed by a body corporate for ` 21625 lacs for non-fulfilment of clauses of the agreement relating to transfer of Nagpur Unit to them outcome of which would eventually arise on finalisation of suit
(j) Matters disclosed in Note No 19 relating to Entry Tax CentralCommercial Sales Tax Demands Customs Demands Professional TaxLabour CasesWater Cess Electricity Duty etc disclosed under Contingent Liabilities which are contested by the Company and pending before various forums authorities for final decisions
2 Note No 4 (Footnote 4) Note No 7 (Footnote) and Note No 16 (Footnote 1) to the financial statements regarding non-receipt of confirmations in respect of borrowings from banksFinancial Institutions and also debit balances in certain current accounts with banks due to restructuring being in progress book balances thereof have been relied upon
3 Note No 27 (d) regarding balance with a related party under reconciliation
4 Footnote 2 amp 3 of Note No 4 to the financial statements regarding preparation of these financial statements on Going Concern basis for the reasons stated therein as also the fact that the Company has accumulated losses and its net worth has been fully eroded Further the Company has incurred net loss during the current and previous years and the Companyrsquos current liabilities exceeded its current assets as at the Balance Sheet date These conditions along with other matters set forth in Notes to Financial Statements indicate the existence of a material uncertainty that may cast significant doubt about the Companyrsquos ability to continue as a going concern
Our opinion is not modified in respect of these matters
Report on Other Legal and Regulatory Requirements
i) As required by the Companies (Auditorrsquos Report) Order 2015 issued by the Central Government in terms of Sub-section (11) of Section 143 of the Act we enclose in the Annexure a statement on the matters specified in the said Order to the extent applicable to the Company
ii) As required by Section 143(3) of the Act we report that
a) We have sought and except for the matters described in the Basis for Qualified Opinion paragraph obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit
b) Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph above in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books
Annual Report 2015 41
UNIWORTH
UNIWORTHLIMITED
c) The Balance Sheet Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph in our opinion the Balance Sheet Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014
e) The matters described in the Basis for Qualified Opinion paragraph above in our opinion may have an adverse effect on the functioning of the Company
f) The matters described in sub-paragraph (1) under the Emphasis of Matters paragraph above in our opinion may have an adverse effect on the functioning of the Company
g) On the basis of written representations received from the Directors as on 31st March 2015 taken on record by the Board of Directors none of the Director is disqualified as on 31st March 2015 from being appointed as a director in terms of Section 164(2) of the Act
h) With respect to the other matters to be included in the Auditorrsquos Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion and to the best of our information and according to the explanations given to us
i The Company has disclosed the impact of pending litigations on its financial position wherever ascertainable
ii The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable loss
iii The Company has not transferred any amount to Investor Education and Protection Fund (Refer to Footnote No 1 to Note No4)
For S S KOTHARI amp COChartered Accountants
Firm Registration No 302034E
A DATTAPlace Kolkata PartnerDate 29th May 2015 Membership No 005634
Uniworth Limited42
UNIWORTH
UNIWORTHLIMITED
ANNEXURE TO THE AUDITORSrsquo REPORTThe Annexure referred to in our report to the members of UNIWORTH LIMITED the year ended 31ST March 2015
(i) (a) Whether the company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets
(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets However the updation of such records particularly with reference to estimated useful life of each asset is in process
(b) Whether these fixed assets have been physically verified by the management at reasonable intervals whether any material discrepancies were noticed on such verification and if so whether the same have been properly dealt with in the books of account
(b) The physical verification of fixed assets as stated by the management has been conducted by the Management during the year wherever practicable and the reconciliation of the quantities with the book records in progress The discrepancies if any would be adjusted on completion of reconciliation updation of records as stated above
(ii) (a) Whether physical verification of inventory has been conducted at reasonable intervals by the management
(ii) (a) Inventories of Raw Materials Finished Goods Work in Progress and Stores amp Spares have been physically verified at reasonable intervals by the Company except Finished Goods of Rs 1840 Lacs lying with third parties and Rs 11551 Lacs under seizure of the Excise Department
(b) Are the procedures of physical verification of inventory followed by the management reasonable and adequate in relation to the size of the company and the nature of its business If not the inadequacies in such procedures should be reported
(b) The procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business
(c) Whether the company is maintaining proper records of inventory and whether any material discrepancies were noticed on physical verification and if so whether the same have been properly dealt with in the books of account
(c) On the basis of our examination of the records of inventories we are of the opinion that the Company is maintaining proper records of inventories The discrepancies noticed on verification between physical stocks and the book records which were not material have been properly dealt with in the books of account
Annual Report 2015 43
UNIWORTH
UNIWORTHLIMITED
(iii) Whether the company has granted any loans secured or unsecured to companies firms or other parties covered in the register maintained under section 189 of the Companies Act If so
(iii) The Company has not granted any loan secured or unsecured during the year to any company firm or other party covered in the register maintained under section 189 of the Companies Act 2013
In this regard we have relied upon the entries recorded in the register maintained under section 189 of the Act
(a) Whether receipt of the principal amount and interest are also regular and
(b) If overdue amount is more than rupees one lakh whether reasonable steps have been taken by the company for recovery of the principal and interest
(iv) Is there an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services Whether there is a continuing failure to correct major weaknesses in internal control system
(iv) In our opinion and according to the information and explanations given to us there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchases of inventory and fixed assets and for the sale of goods During the course of our audit no major weakness has been noticed in the internal control system nor have there been any continuing failure on the part of the Company to correct any major weakness
(v) In case the company has accepted deposits whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under where applicable have been complied with If not the nature of contraventions should be stated If an order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal whether the same has been complied with or not
(v) The Company has not accepted any deposit from the public within the meaning of sections 73 to 76 or any other relevant provisions of the Companies Act 2013
(vi) Where maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act whether such accounts and records have been made and maintained
(vi) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under sub-section (1) of section 148 of the Companies Act 2013 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained However we have not made a detailed examination of the records with a view to determine whether they are accurate or complete
Uniworth Limited44
UNIWORTH
UNIWORTHLIMITED
(vii) (a) Is the company regular in depositing undisputed statutory dues including provident fund employeesrsquo state insurance income-tax sales-tax wealth tax service tax duty of customs duty of excise value added tax cess and any other statutory dues with the appropriate authorities and if not the extent of the arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable shall be indicated by the auditor
(vii) (a) According to the records of the Company the Company has been generally regular in depositing during the year with appropriate authorities undisputed statutory dues including provident fund employeesrsquo state insurance income tax sales tax wealth tax service tax customs duty excise duty value added tax cess and any other statutory dues where applicable except in the following cases which are outstanding for a period of more than six months from the date they became payable
VAT ` 680 lacs
Central Sales Tax ` 3654 lacs
Service tax ` 4281 lacs
Entry Tax ` 080 lacs(b) In case dues of income tax or sales tax or
wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute then the amounts involved and the forum where dispute is pending shall be mentioned (A mere representation to the concerned Department shall not constitute a dispute)
(b) According to the records of the Company following statutory dues have not been deposited by the Company on account of disputes
Nature of dues
Amount(` inLacs)
Period since when
Forum
Entry Tax 5711 1997-98 Appeal with Commissioner of Commercial Tax
Excise Duty 864 Prior to 2000 Under Appeal with CESTAT New Delhi
Electricity Duty amp Cess
1857 2005 Writ Petition before Bilaspur High Court
(c) Whether the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time
(c) The Company has not transferred any amount to Investor Education and Protection Fund [Refer to Footnote (1) to Note No 4 (a) ]
(viii) Whether in case of a company which has been registered for a period not less than five years its accumulated losses at the end of the financial year are not less than fifty per cent of its net worth and whether it has incurred cash losses in such financial year and in the immediately preceding financial year
(viii) The accumulated losses of the Company at the end of the financial year have exceeded its net worth and also the Company has incurred cash losses in the current financial year and in the immediately preceding financial year
Annual Report 2015 45
UNIWORTH
UNIWORTHLIMITED
(ix) Whether the company has defaulted in repayment of dues to a financial institution or bank or debenture holders If yes the period and amount of default to be reported
(ix) The Company has defaulted in repayment of dues to financial institutions banks and debenture holders as under
(a) As per Original Agreement all the following Term Loans have become due for repayments However the Companyrsquos negotiations with the term lenders for rescheduling restructuring is in process
Nature of Financial Assistance
Amount (` in lacs)
Period of Default
a) Term Loani) Financial Institution Not Ascertainable
Principal 2117209Interest 1068697
ii) Bank Not AscertainablePrincipal 3758542Interest 5508741
b) DebentureNov-convertible Part C Redeemable Debenture
Principal 190062Interest 19695
Also refer to Note No 4
(x) Whether the company has given any guarantee for loans taken by others from bank or financial institutions the terms and conditions whereof are prejudicial to the interest of the company
(x) The Company has given guarantee for loans taken by Other Company others from bank or financial institution and the related terms and conditions are not prejudicial to the interest of the Company
(xi) Whether term loans were applied for the purpose for which the loans were obtained
(xi) Based on the information and explanations given to us by the Management no Term Loan was obtained by the Company during the year
(xii) Whether any fraud on or by the company has been noticed or reported during the year If yes the nature and the amount involved is to be indicated
(xii) Based upon the audit procedures performed during the course of our audit and information and explanations given by the Management we report that no fraud on or by the Company has been noticed or reported during the year
For S S KOTHARI amp COChartered Accountants
Firm Registration No 302034E
A DATTAPlace Kolkata PartnerDate 29th May 2015 Membership No 005634
Uniworth Limited46
UNIWORTH
UNIWORTHLIMITED
Particulars Note No As at 31032015
As at 31032014
I EQUITY AND LIABILITIES 1 Shareholders Fund
a) Share Capital 2 399862 399862 b) Reserves and Surplus 3 (9551249) (9151387) (9086744) (8686882)
2 Non-Current Liabilitiesa) Long Term Borrowings 4 - - b) Other Long Term Liabilities 5 227675 214963 c) Long Term Provisions 6 919008 1146683 909815 1124778
3 Current Liabilitiesa) Short Term Borrowings 7 2888541 2888676 b) Trade Payables 8 3367901 3114249 c) Other Current Liabilities 9 10578553 10028310 d) Short Term Provisions 10 3729 16838724 2397 16033632
Grand Total 8834020 8471528 II ASSETS
1 Non-Current Assetsa) Fixed Assets 11
i) Tangible Assets 378887 420957 ii) Capital Work in Progress 5468 7774
b) Non-Current Investments 12 300067 300067 c) Long Term Loans and Advances 13 79596 764018 73612 802410
2 Current Assetsa) Inventories 14 363263 398178 b) Trade Receivables 15 6443072 6042724 c) Cash and Cash Equivalent 16 25352 17946 d) Short Term Loans and Advances 17 643478 615433 e) Other Current Assets 18 594837 8070002 594837 7669118
Grand Total 8834020 8471528 Significant Accounting Policies 1Other Disclosures 25 - 40
Accompanying Notes are an integral part of the Financial StatementsThis is the Balance Sheet referred to in our Report of even date
BALANCE SHEET AS AT 31ST MARCH 2015 (` in 000rsquos)
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Annual Report 2015 47
UNIWORTH
UNIWORTHLIMITED
Particulars NoteNo
For the year ended31032015
For the year ended31032014
I Revenue from OperationsSale of products 1357763 1155975 Less Excise Duty - - Net Turnover 1357763 1155975
II Other Income 20 33895 235313 III Total Revenue (I + II) 1391658 1391288 IV Expenses
Cost of Materials Consumed 21 652552 724694 Purchases of Stock in Trade 33333 313 Changes in Inventories of Finished Goods Work in Progress amp Stock in Trade 22 14347 (8299)
Employees Benefits 25 151140 139783 Finance Cost 23 536119 536116 Depreciation and Amortisation 25 42727 42824 Other Expenses 24 424306 1854524 406500 1841931 Total Expenses 1854524 1841931
V Profit before tax (462866) (450643)VI Extra Ordinary Item 25 1639 1639 VII Profit before tax after Extra Ordinary
Items (464505) (452282)
VIII Tax Expenses - - IX Profit (Loss) for the period (464505) (452282)X Earnings Per Equity Share
i) Basic (1367) (1331)ii) Diluted (1367) (1331)
Significant Accounting Policies 1Other Disclosures 25 - 40
Accompanying Notes are an integral part of the Financial StatementsThis is the Statement of Profit amp Loss referred to in our Report of even date
STATEMENT OF PROFIT amp LOSS FOR THE YEAR ENDED 31ST MARCH 2015 (` in 000rsquos)
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Uniworth Limited48
UNIWORTH
UNIWORTHLIMITED
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2015 (` in 000rsquos)
Particulars 31032015 31032014A Cash Flow from Operating Activities
Net Profit (Loss) before Tax (464505) (452282)Adjustments For Depreciation and amortisation expense 42727 42824 Exceptional Items 1639 1639 Interest Income (2700) (2299)Dividend Received - (2)Net (Gain)Loss on foreign exchange (26043) (114085)Finance Cost 536119 536116 Sundry Balances w_off 152 - Unspent Liabilities Written Back - (9895)Operating Profit before Working Capital Changes 87389 2017 Adjustments For Increase(Decrease) in Other Long Term Liabilities 12712 20646 Increase(Decrease) in Long Term Provisions 9194 9106 Increase(Decrease) in Short Term Provisions 1332 (2926)Increase(Decrease) in Trade Payables 253652 158899 Increase(Decrease) in Other Current Liabilities 550241 602658 Decrease(Increase) in Non-Current Investment - - Decrease(Increase) in Long Term Loans amp Advances (5984) 1518 Decrease(Increase) in Other Non-Current Assets - - Decrease(Increase) in Inventories 34916 (26068)Decrease(Increase) in Trade Receivables (400348) (331229)Decrease(Increase) in Short Term Loans amp Advances (28198) (20496)Decrease(Increase) in Other Current Assets - (1)Cash Generated from (used in) Operating Activities 514906 414124 Tax Expense - - Net Cash Flow from(used in) Operating Activities (A) 514906 414124
B Cash Flow from Investing Activities Interest Income 2700 2299 Dividend Income - 2 Proceeds from sale of Non-Current Investments - - Addition to Tangible Fixed Assets 1408 1295 Addition to Intangible Fixed Assets - - Sale of Tangible Fixed Assets 241 5 Net Cash flow from(used in) Investing activities ( B ) 4348 3601
Annual Report 2015 49
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos)
Particulars 31032015 31032014C Cash Flow from Financing Activities
Proceeds from Equity Shares - - Repayment from Long term Borrowings - - Proceeds from Short term Borrowings (134) (1)Exceptional Items (1639) (1639)Net Gain on foreign exchange 26043 114085 Interest Expense (536119) (536116)Net Cash Flow from Financing Activities ( C ) (511849) (423671)Net Increase ( Decrease ) in Cash amp Cash Equivalents ( A+B+C ) 7406 (5947)Closing Balance of Cash amp cash Equivalents 25352 17946 Opening Balance of Cash amp cash Equivalents 17946 23893 Net Increase ( Decrease ) in Cash amp Cash Equivalents 7406 (5947)
Notes 1 The above Cash Flow Statement has been prepared under the ldquoIndirect Methodrdquo as set out in Accounting
Standard -3 on Cash Flow Statement notified under the Companies (Accounting Standards) Rules 20062 Addition to Fixed Assets include movement of Capital Work in Progress during the year3 Proceeds from Long term Borrowings are shown net of repayments 4 Figures in brackets represent cash outflow from respective activities 5 Cash amp cash Equivalents do not include any amount which is not available to the Company for its use6 As breakup of Cash amp cash equivalents is also available in Note No16 reconciliaton of items of Cash amp
cash equivalents as per Cash Flow Statement with the equivalent items reported in the Balance Sheet is not required
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Uniworth Limited50
UNIWORTH
UNIWORTHLIMITED
1 SIGNICANT ACCOUNTING POLICIES A BASIS OF PREPARATION The Financial Statements have been prepared to comply in material respects with the Accounting
Principles generally accepted in India including mandatory Accounting Standards specified under Section 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014 under the historical cost convention and on accrual basis The Accounting Policies in all material respect have been consistently applied by the Company and are consistent with those used in previous year
B TANGIBLE ASSETS Tangible Assets are stated at cost including pre-operative expenses amp borrowing cost allocated to
qualifying assets in proportion to costs thereof C IMPAIREMENT OF ASSETS An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value An
impairement loss is charged to the profit and loss account in the year in which an asset is identified as impaired The impairement loss recognised in prior accounting period is reversed if there has been a change in the estimate of recoverable amount
D CAPITAL WORK IN PROGRESS Stated at Cost E DEPRECIATION a The full value of Leasehold land is amortized over the period of lease b Depreciation on Tangible Assets continues to be provided on straight-line method at the rates
prescribed in erstwhile Schedule ndash XIV of the Companies Act 1956 This is a non-compliance of mandatory Accounting Policy required to be followed by the Company for Depreciation on Tangible Assets in terms of Accounting Standard (AS) 6 Depreciation Accounting
F INVENTORIES Basis of Valuation Raw Material At Cost Stores amp Spare Parts At Weighted Average Cost Work in Process and Finished Goods At Cost or Market Value whichever is lower Cost for this
purpose is determined with reference to cost of materials labour and appropriate overheads
Waste Stock At estimated realizable value except waste of Silk Division used for recycling which is valued at Cost as per past practice
G INVESTMENTS Long Term Investments are stated at cost less provision and write off in cost wherever the management
considers the fall in value to be of permanent in nature H BORROWING COSTS Borrowing costs that are attributable to the acquisition and construction of a qualifying asset are capitalized
as part of cost of that asset Other borrowing costs are recognised as expense in the period in which they are incurred
I EMPLOYMENT BENEFITS i) Short Term Employees Benefits The undiscounted amount of short-term employee benefits expected to be paid in exchange for the
services rendered by employees is recognized during the period when the employee rendered the service This benefit includes salary wages short-term compensatory absences and bonus
NOTES TO THE FINANCIAL STATEMENTS
Annual Report 2015 51
UNIWORTH
UNIWORTHLIMITED
ii) Long Term Employees Benefits a) Defined contribution Short Term Employees Benefits to ESIC (employees State Insurance
Corporation) and Provident Fund Schemes This contribution is recognized during the period in which employee renders service
b) Defined Benefit Scheme For defined benefit scheme the cost of providing benefit is determined using the projected unit credit method with actuarial valuation being carried out at each balance sheet date The retirement benefit obligation recognized in the balance sheet represents the value of defined benefit obligation as reduced by fair value of planned assets Actuarial gain and losses are recognized obligation in full during the period in which they occur
c) Leave encashment is determined on accrual basis J RECOGNITION OF INCOME AND EXPENDITURE Items of Income and Expenditure are recognised on accrual basis K SALES Sales are inclusive of Job Processing charges and exclude Inter Unit transfer claims etc L FOREIGN EXCHANGE TRANSACTIONS a) Assets and Liabilities relating to Foreign Currency outstanding at the year-end are translated at the
year-end rates b) Purchases and Sales are accounted for at average rates of exchange prevailing in the month
immediately preceding the month of transactions and the difference on account of foreign exchange fluctuation on the date of actual paymentrealization are treated as foreign exchange gainloss
M SEGMENT REPORTING The accounting policies adopted for Segment Reporting are in line with the accounting policies of the
company Revenue and Expenses have been identified to Segments on the basis of their relationship to the
operating activities of the segment Revenue and Expenses that relate to the enterprise as a whole and are not allocable to segment on a reasonable basis have been included under ldquoOthersrdquo
N TAXATION Current Tax is determined on the basis of the amount of tax payable under the Income Tax Act 1961
if any Deferred Tax LiabilitiesAssets subject to consideration of prudence are recognized and carried forward only when there is reasonable certainty that sufficient taxable Income will be available against which such Deferred Tax Liabilities Assets can be adjusted
O PROVISIONS AND CONTINGENT LIABILITIES The company recognizes a provision when there is a present obligation as a result of a past event that
probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may but probably will not require an outflow of resources Where there is possible obligation or a present obligation and the likelihood of outflow of resources is remote no provision or disclosure for contingent liability is made Contingent liabilities are generally not provided for in the accounts and are disclosed separately in Notes on Accounts
P EARNING PER SHARE Basic earning per share is calculated by dividing the net profit or loss for the period attributable to
equity shareholders by weighted average number of equity shares outstanding during the period The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for the events such as bonus share other than conversion of potential equity shares that have changed the number of equity shares outstanding without a corresponding change in resources For the purpose of calculating diluted earning per share the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares
NOTES TO THE FINANCIAL STATEMENTS
Uniworth Limited52
UNIWORTH
UNIWORTHLIMITED
NOTES TO THE FINANCIAL STATEMENTS2 Share Capital
Particulars 2014-15 2013-14a) Authorised
40000000 Equity Shares of ` 10- each (Previous Year 40000000 Equity Shares of ` 10- each)
400000 400000
900000013 Non Convertible Cumulative Redeemable Preference Shares of ` 100- each (Previous Year 9000000 Preference Shares of ` 100- Each)
900000 900000
Total 1300000 1300000 b) IssuedSubscribed amp Paid Up
33986243 Equity Shares of ` 10- each (Previous Year 33986243 Equity Shares of ` 10-each)
339862 339862
Preference Shares of ` 100- each (Previous Year 600000 13 Non Convertible Cumulative Redeemable Preference Shares of ` 100- each)
60000 60000
Total 399862 399862
c) Reconciliation of the number of Equity Shares Outstanding
Particulars 2014-15 2013-14Nos Nos Nos Nos
Number of Shares outstanding at the beginning of the year
33986243 33986243
Number of Shares outstanding at the end of the year
33986243 33986243
d) Reconciliation of the number of Preferance Shares Outstanding
Particulars 2014-15 2013-14Nos Nos Nos Nos
Number of Shares outstanding at the beginning of the year
600000 600000
Number of Shares outstanding at the end of the year
600000 600000
e) Shares in the Company held by each Shareholders holding more than
Name of Shareholders Number ofShares held
of Shareheld
Number ofShares held
of Shareheld
Nos Nos Nos NosAviante International Limited 6924975 2038 6924975 2038
f) Rights Preferances and Restrictions attached to Shares Issued
Each Equity Shareholder holding shares of ` 10- each is eligible for one vote per share held and is entitled to dividend when proposed by the Board of Directors subject to the approval of the sharesholders in the Annual General Meeting Each Equity Shares holders is entitled to participate in repayament of Capital on liqudation after all secured creditors have been paid
(` in 000rsquos)
Annual Report 2015 53
UNIWORTH
UNIWORTHLIMITED
Note 13 Non Convertible Cumulative Redeemable Preference Shares have already matured for redemption
completely by 12th December 2002 as per terms of redemtion However no part of this Share Capital amount could be redeemed by the aforesaid date The Company has received during the year 2010-11 a letter from IDBI The holders demanding forthwith the payament of the entire amount due on redemption togathet with the dividends due thereon
However the matter is pending restructuring of loans due to banks and financial institutions
3 Reserve amp Surplus
Particulars As at 31st March 2014
Addition Deduction As at 31st March 2015
a) Capital Reserve-Cpital Subsidy 6030 - - 6030
b) Securities Premium Account 406046 - - 406046
c) Debenture Redemption Reserve 87000 - - 87000
d) SurplusLoss (9585820) (464505) - (10050325)
(9086744) (464505) - (9551249)
4 Long Term Borrowings
Particulars 2014-15 2013-14a) Bonds Debentures
Secured4050990 125 Non Convertible Part-C Debentures of Rs50- each (Previous Year 4050990 Non Convertible Part-C Debentures of ` 50- each)
190060 190062
Less Unpaid Matured Debentures 190060 - 190062 -Terms of repayment Non - Convertible Part - C of the Debentures of ` 50 each Redeemable at par as per the terms of the issue in three equal instalments on 2341999 2342000 amp 2342001Security The debentures together with interest etc are secured by first mortgage and charge on all the companyrsquos immovable and movable assets both present and future and charge on current assets subject to prior charge createdto be created thereon in favour of the Companyrsquos Bankers for securing borrowings for Working Capital Requirements in the ordinary course of business The mortgage and charge referred to above shall rank pari passu with the mortgages and charges created to be created in favour of the Financial Institutions
(` in 000rsquos)
(` in 000rsquos)
Uniworth Limited54
UNIWORTH
UNIWORTHLIMITED
Particulars 2014-15 2013-14b) Term Loan
From Banks Financial InstitutionsSecured Rupee Loan 1893181 1893181
Foreign Currency Loan 1094029 1053602
2987210 2946783
Less Overdue portion of Rupee amp Foreign Currency Loan (Refer Note 9 (d)]
2987210 - 2946783 -
Terms of RepaymentAs per original agreement all the Term Loans have Become due for repaymentHowever the companyrsquos negotiation with term lenderrsquos for the re-schedulingrestructuring is in process
Nature of SecurityThe Term Loan from Financial InstitutionsBanks are secured to be secured by a first mortgage and charge on all the Companyrsquos immovable and moveable assets of the Company both present and future and charge on current assets subject to prior charge created andor to be created thereon to secure borrowings for Working Capital Requirements in the ordinary course of bussiness The mortgage and charge referred to above shall rank pari passu interse
Total - -
Notes 1) The company being a sick industrial undertaking could not redeem debentures amp interest thereof as per
the terms of issue which will be dealt properly in the restructuring scheme Accordingly no transfer has been made to the Account of Investor amp Protection fund
2) Following the declaration of the Company as a Sick Industrial undertaking by the Board for Industrial and Financial Reconstruction (BIFR) vides its Order dated 30012006 in terms of Section 3 (1) (A) of the Sick Industrial Companies (Special Provisions) Act 1985 and also athe appointment of Industrial Development Bank of India as the Operating Agency for preparation of a viability study report to revive the Company Appeals against the said order were preferred by some of the secured lenders as well as the Company before the AppellateAuthority for Industrial amp Financial Reconstruction (AAIFR) The said appeals were taken up and adjudicated and vide its order dated 05122007 AAIFR has remanded the case back to BIFR with a direction to reconsider the earlier references of the company on the basis of its earlier Balance Sheets also During the year 2010-11 in one of the appeals pending before AAIFR and in pursuance of ARCILrsquos application AAIFR has opined that in veiw of the actions taken by ARCIL under Section 13 (4) of SARFAESI Act the reference filed by the Company stood abated in one of the appeals pending before AAIFR under the proviso to Section 15(1) of SICA
Following the reference application filed by the company having stood abated under the proviso to Section 15(1) of SICA ARCIL has asked Indoworth to handover to them the possession of assets of the company covered by the security
(` in 000rsquos)
Annual Report 2015 55
UNIWORTH
UNIWORTHLIMITED
However matter is subjudice in a suit before the Kolkata High Court and necesssary adjustments would be made in the financial statements if required consequent to the final outcome of the proceedings Pending the above the financial statements have been drawn up on Going Concern basis as the Management is of the view that the going concern assumption is not vitiated for the reason as stated above
3) Under the provisions of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) ARCIL has taken over possession of the secured assets of the Companyrsquos plants during the Financial Year 2008-09 and has appointed Indoworth India Ltd as the Custodian of such assets
The Companyrsquos business continued since the aforesaid take over as usual However the matter is subjudice in a suit before the Calcutta High Court and necessary adjustments in the financial statements if required would be made upon final adjudication of the proceedings However these Accounts have been prepared on a Going Concern basis as the Management is of the view that the Going Concern assumption is not vitiated for the reason as stated above
4) The outstanding balance of Term Loans from Financial Institutions and some of the banks are subject to receipt of confirmation statements which couldnot be avialable due to restructuring in progress
5 Other Long Term Liabilities
Particulars 2014-15 2013-14MP Houshing Board 23331 23331
Electricity Duty 18569 18569
Water Charge 756 42656 756 42656
Selling Commission and Claim amp Discount 183317 170586
Security Deposit 850 850
Others 852 871
Total 227675 214963
6 Long Term Provisions
i) Provision for Employees BenefitsGratuity 37826 30090
Leave Encashment 8954 46780 7497 37587
ii) OthersProvision for Commission on Export Bills 325093 325093
Provision for Sales Claim on Export Bills 547135 872228 547135 872228
Total 919008 909815
Notes The final settlement in respect of sales claims amp commissions provided during the year 2002-03 for ` 872228 lacs is still pending amp the necessary adjustment for such claim amp commissions will be made after finalisation on receipt of necessary approval from the concerned regulatory authorities
(` in 000rsquos)
Uniworth Limited56
UNIWORTH
UNIWORTHLIMITED
NOTES TO THE FINANCIAL STATEMENTS7 Short Term Borrowings
Particulars 2014-15 2013-14a) Loan Repayble on Demand
i) From BanksSecured Packing Credit 659787 659787
Foreign Bill Discount 1311299 1971086 1311299 1971086
Unsecured Book Overdraft From Banks 917455 917455
Nature Security The Working Capital from banks are secured to be secured by first charge by way of hypothecation on the Companyrsquos stocks of Raw Materials Consumables stores Semi-finished and Finished Goods and book debts present and future and Second and sub-servient mortgage and charge created to be created on the companyrsquos immovable and movable assets present and future subject to first mortgage and charge created to be created thereon in favour of lenders of Term Loans amp Debentures
b) Deposit UnSecured - 135
Others
Total 2888541 2888676
Note The outstanding balance of borrowings from the banks for Working Capital Loans and Overdraft are subject to receipt confirmationstatements which could not be available due to restructuring being in progress
8 Trade Payable
Particulars 2014-15 2013-14Import
3295172
3022729
Local 72729 91520
Total 3367901 3114249
(` in 000rsquos)
Annual Report 2015 57
UNIWORTH
UNIWORTHLIMITED
Particulars 2014-15 2013-14Note 1) Amount dues to suppliers which are subject to
cnfirmation of the parties2) There are certain cases pending in appropriate
court regarding goods supplied by various creditors which are being disputed by the company Advance given to them will be adjusted once the cases are disposed off and settled
3) The Company has amounts due to suppliers under the MicroSmall and Medium Enterprises Development Act 2006 (MSMED Act) as at 31st Marchrsquo 2015 as under
The Principal amount and Interest due theeon remaining unpaid to any supplier as at the end of the year
138057 11343
The amount of Interest paid in terms of Section 16 along with the amount of the payment made to the supplier beyond the appointed day during the year
- -
The amount of interest due and payble for the period of delay payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under this Act
- -
The amount of Interest accrued and remaining unpaid at the end of the year
- -
The amount of Interest remaining due and payable even in the succeeding yearsuntil such date when the interest dues as above are actualy paid to the small enterprise
- -
The information has been given in respect of the vendors to the extent they could be identified as ldquoMicro and Smallrdquo enterprise on the basis of information available with the Unit of the Company
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Uniworth Limited58
UNIWORTH
UNIWORTHLIMITED
9 Other Current Liabilities
Particulars 2014-15 2013-14a) Current Maturities of Finance Lease Obligations
Lease Rent 551 138
b) Interest Accrued and Due on Borrowings Interest on Debenture 19695 19695
Interest on Term Loan 1203259 1139767
Interest on Working Capital Loan 5374179 4986011
Interest on ARCIL 609386 7206519 524930 6670403
c) Unpaid Debentures and Interest Accrued thereonOver due unpaid matued Debenture - Refer Note 4(a) 190060 190062
d) Other PayablesOver Due portion of long Term Debentures - Refer Note 4(b)
2987210 2946783
Contribution to PF and Other Funds 1683 1633
Salary Wages amp Bonus 8309 7643
Tax Deducted at Sources 1109 856
Taxes amp duties 11676 15055
Leagal amp Professional Expenses -
Audit Fees 266 266
Power amp Fuel 10430 8216
Rent 732 3205
Selling Commission 7272 14485
Claim amp Discount -
Excise Duty 864 852
Liability for Capital Goods 122954 131829
Miscellaneous Liabilities 17267 23620
Advance credit Balance - 994
Advance From Customer 11651 12270
Total 10578553 10028310
10 Short Term Provisions
Particulars 2014-15 2013-14Others 3729 2397
Total 3729 2397
Note Based on the past experience the company has provided ` 3729 lacs (previous year ` 2397 lacs) during the year as sales claim which the management thinks adquate to meet future claims
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Annual Report 2015 59
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS11 Fixed Assets
i) Tangible Assets
PARTICULARS GROSS BLOCK DEPRICIATION NET BLOCK
Cost as at1042014
Addition during the
year
Deductionadjustment during the
year
Cost as at31032015
Upto1042014
For theYear
Deductionadjustment during the
year
Upto31032015
As At31032015
As At31032014
Free Hold Land 9742 - - 9742 - - - 9742 9742
Lease Hold Land 2425 - - 2425 490 16 - 506 1919 1935
Building 257083 - - 257083 138784 8499 - 147283 109800 118299
Plant amp Machinery 1897145 43 - 1897188 1616282 32931 - 1649213 247975 280863
Electrical Installation 47248 12 - 47260 42515 444 - 42959 4301 4733
Vehicle 3673 - - 3673 3133 253 - 3386 287 540
Furniture amp Fixtures amp off Equip
23287 843 308 23822 18442 584 67 18959 4863 4845
Total 2240603 898 308 2241193 1819646 42727 - 1862306 378887 420957
Previous Year 2239559 1049 5 2240603 1776822 42824 - 1819646 420957 -
Capital Work In Progress
7774 - 2306 5468 - - - - 5468 7774
12 Non-Current Investments
Particulars 2014-15 2013-14a) Investments in Equity instruments
Bodies Corporate Quoted Fully Paid Upi) Joiprakash Associates Ltd
625 (Previos Year 625 Equity Sharers of ` 10- each) Equity Shares of ` 10- each
17 17
ii) Uniworth International Ltd527600 (Previous Year 527600 Equity Shares of ` 10- each) Equity Shares of ` 10- each
792 792
iii) Uniworth Textiles Ltd5687500 (Previous Year 5687500 Equity Shares of ` 10- each) Equity Shares of ` 10- each
17632 18440 17632 18440
Un-Quoted Fully Paid Upi) KDL Pharma Ltd
1500000 (Previous Year 1500000 Equity Shares of 10- each) Equity Shares of 10- each (Full amount Re1-)
ii) Uniworth Power Ltd900 (Previous Year 900 Equity Shares of ` 10- each) Equity Shares of ` 10- each
iii) Uniworth Apparal Ltd2075000 (Previous Year 2075000 Equity Shares of ` 10- each) Equity Shares of ` 10- each
2075 2075 2075 2075
Uniworth Limited60
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Particulars 2014-15 2013-14b) Investments in Debentures or Bonds
Indoworth India Ltd3000000 (Previous Year 3000000 Secured Zero Coupon Debenture of ` 100- each) Secured Zero Coupon Debentures of ` 100- each
300000 300000
c) Investments in Mutual FundsQuoted Fully Paid UpUnit Trust of India 5000 units of Master Equity Plan of ` 10- each(Previous Year 5000 units of ` 10 each)
50 50
320565 320565 Less Provission for diminution in value of Investments 20499 20499 Total 300067 300067 Aggregate value of Quoted Investment 18490 18490 Market value of Quoted Investment 17902 17821 Aggregate value of Un-Quoted Investment 302075 302075 Aggregate Provission for diminution in value of Investments
20499 20499
13 Long Term Loans and Advances
Particulars 2014-15 2013-14a) Security Deposits
Secured Considered Goods 114 114 With Govt Department 24002 21828 UnsecuredConsidered Goods 34501 58617 32032 53974
b) Other Loans and Advances Secured Considered GoodsTaxes amp duties paid under Protest 10786 9524 UnsecuredConsidered Goods 10193 20979 10114 19638 Total 79596 73612
14 Inventories
Particulars 2014-15 2013-14a) Raw Materials 50430 63007 b) Work in Progress 157654 143425 c) Finished Goods 117157 149351 d) Stores amp Spares 21729 29720 e) Waste Stock 16293 12675
Total 363263 398178
Note 1 Mode of valuation - Refer Accounting Policy Note-1(f)2 Finished Goods i) Value of ` 18438 Lacs lying with thrid party ii) Value of ` 11551 Lacs under seizer of the Excise Department for a storage of Stock with a third party
without obtaining permission of the Excise Department
Annual Report 2015 61
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS15 Trade Receivables
Particulars 2014-15 2013-14Sundry Debtors UnsecuredConsidered Goods Outstanding for a period exceeding six month 6406061 5885516 Other Debts 37011 6443072 157208 6042724 Doubtful Outstanding for a period exceeding six month 1644 1644 Less Provision for doubtful debts 1644 - 1644 - Total 6443072 6042724
Note 1) Trade Recievable includes ` 204121 Lacs due from a Company which has become sick and registered with
BIFR under the Sick Industrial Companies (Special Provisions) Act 1985 Quantum of amount considered doubtful is not ascertainable at this Stage Accordingly no provision has been made in the account in this regards
2) In respect of Sundry Debtors (including Domestic sales Debtors) adjustments are pending against supplies and other liabilities etc due to the buyers Managent is confident of recovering the balance after such adjustments pending approval from concerned regulatory authority
3) Certain Debtors are subject to Confirmation4) Trade Recievable includes i) ` 369789 Lacs representing overdue Export Bills outstanding for long against which the acompany has
obtained a decree for realizing the outstanding debts over a period of time ranging up to twenty years The company has also filed an appeal for reductionvariation of the period of time
ii) ` 2709712 lacs representing overdue Export Bills outstanding for long that will be set off against import liabilities claims and commission etc of the respective parties
iii) ` 99230 lacs representing overdue Export Bills outstanding for long against which the management has taken appropriate steps for its recovery
iv) ` 13162 Lacs represanting other trade recievables outstanding for long against which the management has taken appropriate steps for recovery According no provision gas been considered necessary at this stage
16 Cash and Cash Equivalent
Particulars 2014-15 2013-14a) Balances with Banks
In Current Account 20129 10096 Margin Money 4499 4499 Fixed Deposit with Bank 446 25074 3059 17654
b) Cash on hand 278 292 Total 25352 17946
Note 1) Balances with the Bank in Current Account include Debit balances in Current Account of ` 7914 Lacs which
are subject to receipt of confirmation because of restructuring being in progress2) Fixed Deposit lodged with Bank as margin for Guarantee ` 407 Lacs and with Sales Tax Authorities ` 039
Uniworth Limited62
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTSLacs
3) During the year one of the banker of the company Axis Bank Ltd under instructions from ARCIL has made debit freeze (freezing all withdrawals ) of all current account of the company maintained with them the balance of which as per books amounted to ` 6523 lacs as on 31st March 2015As per Confirmation Certificates obtained from the Bank total balance of all such Current Accounts works out to ` 426 lacs as on 31st March 2015 in absence of any details of the withdrawalsother transactions made from such Accounts necessary entries could not be made in the books of the company
4) During the year the company opened certain new Current Accounts with Banks (other than the bankers of the Company)
17 Short Term Loans and Advances
Particulars 2014-15 2013-14a) Loans and Advances to Related Parties
Unsecured Considered GoodUniworth Textiles Limited 126226 132487 Doubtful Uniworth Apparel Ltd 129316 129316 Less Provission for Doubtful Advance 129316 - 129316 -
b) Others Secured Considered Good UnsecuredConsidered Good Loans to Bodies Corporates 21680 21680 Interest Receivable 10417 10417 Advance to Suppliers 20707 16632 Vat Receivable Cenvat Rebate Recievable 9184 8635 TDS Receivable 3482 3045 Focus Market Recievable 1917 Excise Duty Advance ( PLA ) 14 Service Tax amp Ed Cess Receivable 634 2422 DEPB Receivable 6 6 Duty Draw Back Receivable 720 2085 CST Refund Claim Receivable - 477 ADVANCE FBT REFUNDABLE 67 67 Claims Receievable from Banks 68936 68936 Prepaid Expenses 1042 1169 Miscellaneous Advances 378446 517252 347375 482946 Doubtful Loans to Bodies Corporates 69065 69065 Less Provision for Doubtful Advance 69065 - 69065 - Total 643478 615433
Note
Annual Report 2015 63
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS1) Claim receivable of ` 68936 lacs due from various banks on account of excess interest charged by them in
earlier years are subject to confirmation No provision has been made there against2) Short Term Loans and Advances includes ` 132709 Lacs which have become sick and referred to BIFR under
the Sick Industrial Companies (Special Provisions) Act 1985 Quantum of amount considered doubtful is not ascertainable at this Stage Accordingly no provision has been made in the account in this regards
3) Advance includes ` 314473 Lacs due from a party which in opinion of the Management is considered t be fully recoverable
4) Advance includes ` 010 Lacs due from a director (Max Amount at any time during the year ` 108 Lacs)5) Certain Advances are subject to Confirmation
18 Other Current Assets
Particulars 2014-15 2013-14Transfer of Fixed Assets 594837 594837 Total 594837 594837
Note The adjustment of ` 594837 lacs pertaining to transfer of Fixed Assets of the company in earlier years under scheme of demerger is still pending and will be dealt in restructuring Scheme19 Contingent Liabilities and Commitments (To the extent not provided for)
i) Contingent Liabilities a) Claim against the company not acknowledged as
debt b) Guarantees 767629 767742 c) Other money for which the company is contingently
liable - Letter of Credit 9882 9882 - Arrear Dividend on 13 Non Convertible Cumulative Redeemable Preference Shares (Refer Note 2 (b)) 38224 38224 - Entry Tax 8858 8858 - Central Commercial Sale Tax Demands 20463 20463 - Excise Demands 104329 127129 - Interest on Lease rent 473 - TDS Demand Default 923 - Custom Demands 46922 25200 - Professional TaxLabour CasesWater Cess etc 985 981 - Electricity Duty 11545 242604 115450 346187 Total 1010233 1113929
Note 1) Claims Disputed liabilities not acknowledged as debtthe amount of which is not ascertained2) Gaurantees include Corporate Guarantees ` 7000 lacs ( Previous Year ` 7000 lacs) given by the Company
to financial Institutions and Banks for granting Term Loans and Working Capital Loans to certain Body Corporates
Uniworth Limited64
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS20 Other Income
2014-15 2013-14a) Interest Income (TDS ` 48052- PY ` 852437-) 2699 2299 b) Other Non - operating Income (Net) 31196 233014
Total 33895 235313
21 Cost of Materials Consumed
a) Raw Materials 652552 724694 Total 652552 724694
22 Change in Inventories
a) Closing StockFinished Goods 117157 149352 Work in Progress 157654 143425 Waste 16293 291104 12674 305451
b) Opening StockFinished Goods 149352 117114 Work in Progress 143425 167480 Waste 12674 305451 12558 297152 Total 14347 (8299)
23 Finance Cost
a) Interest Expense 536119 536116 Total 536119 536116
Notes 1 Interest provision on borrowing from some of the institutions and banks has been made in the accounts at
prevailingestimated rates on simple interest basis applicable on such loans The impact of compound interest Penal charges wherever applicable could not be ascertained Besides there is dispute between the Company and BankersCreditors over the issue of charging interest and payment to the BankersCreditors of interest and principal amountThe BankersCreditors have approached appropiate court of law for recovery of its due which is being defended by the Company
2 Pending restructuring interest provision on certain loansborrowings has not been made and impact of the same is not presently ascertainable
24 Other Expenses
Particulars 2014-15 2013-14Stores amp Spare parts Consumption 132265 105108 Rent 2281 1873 Rates amp Taxes 9476 4298 Insurance 1570 1074 Power amp Fuel 132683 107966 Repairs amp Maintanance 5228 5997 Bank Charges 388 484
Annual Report 2015 65
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Particulars 2014-15 2013-14Travelling amp Conveyance 8472 7678 Directors Fees 34 40 Payment to Auditors 310 316 Brokarage amp Commission 31788 21295 Legal and Professional Expense 11176 10551 Postage and Telegram 3528 2066 Stock Echange Listing Fees 171 - Sundry Balnces woff 152 - Freight amp Forwarding 8961 5847 Previous Year Adjustment 27401 2680 Net Loss on Foreign Currency Exchange - 94977 Miscellaneous Expenses 48422 34250 Total 424306 406500
25 Additional Information
1 (a) Employees Benefits Expense Salaries and Wages 121483 120642 Contribution to Providend Fund and Other Fund 18697 8540 Staff walfare Expense 10960 10601 Total 151140 139783
Note Salary and Wages includes payment to a whole time director remuneration (b) Depriciation and Amortizartion Expense
Tangible Assets 42727 42824 Intangible Assets - Total 42727 42824
(c) Payments to Auditors Audit Fees 225 225 Taxation Matter 30 30 Other Services 30 37 Reimbursement Of Expenses 25 24 Total 310 316
(d) Exceptional and Extra Ordinary Items i) Extra Ordinary Item Impairment of Capital Work in Progress 1639 1639 Total 1639 1639
(e) Prior Period Items Previous Year Adjustment 27401 2680 Total 27401 2680
Uniworth Limited66
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Particulars 2014-15 2013-14 Qty Value (`
In lacs) Qty Value (`
In lacs) 2 a) Raw Material consumption (Under Broad Head)
i) Scoured Wool Wool Top 395824 3288 394649 2810 ii) Polyester Tow Tops 352452 545 244445 340 iii) Silk Tops 237671 2605 236291 3993 iv) Others 118274 87 141371 104 Total 1104221 6526 1016756 7247
b) Goods Purchased under broad head 9521 333 241 3 Total 9521 333 241 3
3 Work In Progress under broad headWool Tops 93757 919 75885 577 Polyester Tops 32668 109 45001 113 Waste 6805 34 120 1 Acrylic tops - - 493 1 Others 24688 515 32767 742 Total 157918 1577 154266 1434
4 a) Value of imports calculated on CIF basis by the company during the financial year in respect of -I Raw Materials 1159 130998 II Componants and Spare Parts 16916 20704 III Capital Goods - 18075 - 151702
b) Expenditure in Foreign Currency during the financial yearI Travelling - 334 II Commission to Selling Agent 39926 9129 III Others - 516
c) Total value of Imported and Indigenous materials consumedI Raw Material
Imported 1487 144509 Indigenous 651065 652552 580185 724694 Total 652552 724694
II Spare Parts and ComponantsImported 9319 19606 Indigenous 122946 132265 85502 105108 Total 132265 105108
d) The amount remited during the year in foreign currency on account of dividends to Non- Resident Shareholders
Annual Report 2015 67
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
e) Earnings in Foreign ExchangeI Export of Goods calculated on FOB Basis 125682 77602 II Royalty Know-how Professional and
Consultation FeesIII Interest and DividendIV Other Income
Note Including deemed export ` 110538 lacs (Previous year ` 149115 lacs)26 Managing Whole Time Executive Directorsrsquo Remuneration
(` In Lacs) (` In Lacs) Salary 600 1056 Allowances 209 629 Perquisites 065 078 Total 874 1763
27 Related Party disclosure as required by AS ndash 18 ldquoRelated Party Disclosurerdquo are given below a) Relationship Associates Uniworth Textile Ltd Uniworth Power Ltd Uniworth Apparel Ltd Aviante International Ltd Key Management Personnel Mr S N Shenwai b) Transactions with Related parties (` in Lacs)
Associates2014-15 2013-14
Purchase of Goods Sales of Goods 111555 100613 Services Rendered Enjoyed 14237 3278 Payment made to the Key Management Pesonnel of an Associate - 834 Loans amp Advances -Given during the yr 15961 13839 -Received during yr 21362 17310 -Balance 310315 (including receivables) 425051 132488 Guarantee Given 700000 700000
c) Transactions with Key Managemnt Personnel
Loans amp Advances Given During the year - 430 Received during the year 098 - Balance as on 31032015 010 430
d) Balance of ` 425051 lacs with Uniworth Textiles Limited (Related Party) as at 31st March 2015 is under reconciliation
Uniworth Limited68
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS28 Based on the guiding principles given in Accounting Standards on ldquoSegment Reportingrdquo (AS-17) the Companyrsquos
primary business segment is Wool and Silk business
Segment wise Revenue Results and Capital Employed under Clause 41 of the Listing Agreement for the year ended 31st March 2015
(` In Lacs) (` In Lacs)
2014-15 2013-14 A Primary Segment
a) Segment Revenue (Net SalesIncome) i) Segment ndash Wool 766964 595091 ii) Segment ndash Silk 590799 560884 iii) Others
1357763 1155975 Less Inter-Segment Revenue ndash ndash Net SalesIncome from Operations 1357763 1155975
b) Segment Results Profit (+)Loss ( - ) ( Before Tax and Interest from each Segment)
Segment ndash Wool 6514 36524 Segment ndash Silk 66739 48950 Others
73253 85474 Less Interest (Net) 536119 536117 Add Other Un-allocable income net of un-allocable expenditure
(1639) (1639)
Total Profit(Loss) before Tax (464505) (452282)
c) Net Segment Assets (Segment Assets less Segment Liabilities) Segment Assets Segment Liabilities
2014-15 2013-14 2014-15 2013-14 i) Segment ndash Wool 77801 74360 80802 77361 ii) Segment ndash Silk 7538 7387 7538 7387 iii) Others iv) Unallocable assets amp liabilities 3001 3001 ndash ndash
Total 88340 84748 88340 84748
Net Segment Assets 2014-15 2013-14
(3001) (3001) ndash ndash ndash ndash
3001 3001 ndash ndash
(` in 000rsquos)
Annual Report 2015 69
UNIWORTH
UNIWORTHLIMITED
d) Capital Expenditure (including Capital work in progress amp Depreciation) Capital Expenditure Depreciation
2014-15 2013-14 2014-15 2013-14 Segment ndash Wool 9 10 390 390 Segment ndash Silk ndash 1 37 38 Others Total 9 11 427 428
B) Secondary Segment Segment ndash Wool Segment ndash Silk
Geographical Distribution of Segment Revenues
2014-15 2013-14 2014-15 2013-14
India 6243 5190 5908 5609 Outside India 1427 761 - - Total 7670 5951 5908 5609
29 Employee benefits (Revised Accounting Standard 15)
a) Defined Contribution Plan
The company makes contribution towards Provident Fund and ESIC to a defined contribution retirement benefit plan for qualifying employees
The Provident Fund plan is operated partly by RegionalProvident Fund Commissioners and partly by an independent Trust ESIC by Government agencies Under the said schemes the company is required to contribute a specific percentage of pay roll costs in respect of eligible employees to the retirement benefit scheme to fund the benefits
During the year the company has recognised ` 6405 lacs for Provident fund contribution Rs 1898 lacs for ESIC The Contribution payable to these plans by the Company is at the rates specified in the rules of the scheme
b) Defined Benefit Plans
i) The plan provides for a lump sum payment to vested employees upon retirement death while in employment or on termination of employment of an amount equivalent to 15 days basic salary payable for each completed year of service Vesting occurs upon completion of five years of continuous service
ii) The employees of the company are eligible for encashment of leave upon retirement up to 30 days for each year (Maximum 120 days) Leave is accounted for on accrual basis
NOTES TO THE FINANCIAL STATEMENTS (` in 000rsquos)
Uniworth Limited70
UNIWORTH
UNIWORTHLIMITED
(` in Lacs)
Gratuity(Infunded)
31-03-15 31-03-14A Expenses recognised in the Statement of Profit amp Loss Account for
the year ended 31032015 i) Current Service Cost 1492 852 ii) Interest Cost 2407 1949 iii) Expected return on planned Assets - - iv) Actuarial (gain)loss 4798 5358 v) Past Service Cost vi) Effect of any curtailment settlement vii) Unrecognised defined benefit Plan viii) Expenses recognised in the Profit amp Loss Ac 8697 8159
B Net (Asset) Liabilities recognised in the Balance sheet as at 31st March 2015 i) Present Benefit of defined benefit Obligation 37826 30089 ii) Fair Value of planned Asset iii) Net (Asset) Liabilities recognised in the Balance sheet 37826 30089
C Changes in the Present value of defined benefit obligation during the year ended 31st March 2015 i) Present Value of defined benefit obligation as at 1st April 2014 30089 22931 ii) Current Service Cost 1492 852 iii) Interest Cost 2407 1949 iv) Actuarial (gain)loss 4798 5358 v) Benefit Paid (960) (1001)
Present value obligation as at 31st March 2015 37826 30089 D Principal Actuarial Assumption Used
Discount rates as at 31st March 2015 800 850Expected Return on Planned Asset NA NA Expected Salary Increase rate 600 600Mortality Rate LIC
(2006-08) (Mortality
Table)
LIC (1994-95) (Mortality
Table)
E Reconciliation of Net Assets Liability recognized in the Balance Sheet as on 31st March 2015 Net Assets (Liability) recognized in the Balance Sheet as at 31st March 2014
30089 22919
Employerrsquos Expenses 8697 8171 Employerrsquos contributions (960) (1001)Net Assets Liability) recognized in Balance Sheet as on 310315 37826 30089 Note Above information have been compiled on the basis of certificate issued by the Actuaries
Annual Report 2015 71
UNIWORTH
UNIWORTHLIMITED
30 With the introduction of the companies Act 2013 with effect from 1st Arpil 2014 adoption of Schedule - II of the said Act regarding calculation of depreciation based on estimated Useful Life of each tangible asset has become mandatory from that date However as the companyrsquos Fixed Assets Register has not yet been fully updated with regard to estimated useful life of each asset calculation of depreciation as per schedule -II could not be made by Company during the year This tantamount to non- compliance of mandatory requirements of the Companies Act 2013 read with Accounting Standard (AS) 6 Depreciation Accounting Effect of such non-compliance on the Financial Statements of the Company is not presently ascertainable
31 The Company has not recognized Deferred Tax Assets (Net) as per Accounting Standard ndash 22 regarding ldquoAccounting for Taxationrdquo estimation of future in view of consistent losses and of uncertainty regarding Profit with reasonable certainty
32 Certain Banks and Financial Institutions have taken legal recourse for recovery of their dues from the companyLoans and Advances includes Rs 150 lacs deposited with the Banks in the name of advocates on record for both parties as per order of Honrsquoble Kolkata High Court in case of litigation with the Bank
33 Due to non-completion of certain technical formalities certain borrowing facilitieswhich were to be transferred to a body corporate pursuant to the original scheme of restructuring could not be made
34 The company has applied from time to time to The Reserve Bank of India for extension set off of certain over- due bills approval of which is still awaited
35 In preparation of these Accounts cognizance has not been taken by the Company of a Debit Note sent by a body corporate in an earlier year indicating the unilateral transfer back by the said body corporate of all the assets which were transferred to them on 01042000 together with all existing and underlying securitiescharges as part of the restructuring scheme formulated by ICICI in view of the various judicial proceedings pending at this juncture However the Company has been legally advised to deal with the above transfer back only after final disposal of the process of adjudication by the Court
36 Export obligation for the assets acquiredtaken on lease without payment of applicable duties lies with the Company under the provisions of the Exim Policy (Amount unascertained)
37 Discounts commission amp other selling expenses include commission Rs 23591 lacs (Pr year Rs 13381 Lacs)
38 Claims had been filed against the Compamy by a body corporate amounting to Rs 21625 Lacs for non fulfillment of certain clauses of an agreement relating to transfer of Nagpur Unit to them in respect this we are unable to express our opinion on liablities that may arise eventualy on finalistion of suit
39 Earning Per Shares (Rs in 000rsquos)
2014-15 2013-14a) Net Profit(Loss) after tax available for equity shareholders (464505) (452282)b) Weighted average number of Basic Equity Shares of Rs10- each
outstanding during the year (Noof shares) 33986243 33986243
c) Weighted average number of Diluted Equity Shares of Rs10- each outstanding during the year (Noof shares)
33986243 33986243
d) Basic Earning Per Shares (Rs) ab (1367) (1331)e) Diluted Earning Per Shares (Rs) ac (1367) (1331)
Uniworth Limited72
UNIWORTH
UNIWORTHLIMITED
40 The previous yearrsquos figures have been reworked regrouped rearranged and reclassified wherever necessary and practicable Amounts and other disclosures for the preceding year are included as an integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Annual Report 2015 73
UNIWORTH
UNIWORTHLIMITED
If undelivered please return to UNIWORTH LIMITEDlsquoGreen Acresrsquo2 Nazar Ali Lane Flat - 4AKolkata - 700 019
UNIWORTH LIMITED CIN L17299WB1988PLC044984
Registered Office Green Acres 2 Nazar Ali Lane Flat-4AKolkata ndash 700 019 Telephone (033) 4006 1301 Email uniworthlimitedgmailcom
ELECTRONIC VOTING PARTICULARS
EVEN (Electronic Voting Event Number) User ID Password
Note Please read the instructions printed in the Notes of the Notice of AGM before exercising the vote
ATTENDANCE SLIP IWe hereby record myour presence at the 27th Annual General Meeting of the Company held on Tuesday September 29 2015 at 1030 AM at Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046
Folio NoDP ID amp Client ID Share Holding Serial No Name Name(s) of Joint Holder(s) if any
Address
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip Proxyrsquos Name in Block Letters MemberrsquosProxyrsquos Signature Note Please bring the Attendance Slip duly signed to the meeting and hand it over at the Entrance of the Meeting Hall UNIWORTH LIMITED PROXY FORM MGT-11
CIN L17299WB1988PLC044984 Registered Office Green Acres 2 Nazar Ali Lane Flat-4AKolkata ndash 700 019 Telephone (033) 4006 1301 Email uniworthlimitedgmailcom
[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies (Management and Administration) Rules 2014]
Name of the Member(s) Registered Address E-mail ID Folio NoDP ID amp Client ID IWe being the Member(s) of Uniworth Limited holdinghelliphelliphelliphelliphelliphelliphelliphelliphelliphellipEquity Shares of the above named Company hereby appoint
1) Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipAddresshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipE-mail ID helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip or failing himher
2) Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipAddresshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipE-mail ID helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip or failing himher
3) Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipAddresshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipE-mail ID helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip or failing himher
as myour Proxy to attend and vote (on a poll) for meus and on myour behalf at the 23rd Annual General Meeting of the Company to be held on Tuesday September 29 2015 at 1030 AM at Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046 at any adjournment thereof in respect of following resolutions
S No Resolutions
Ordinary Business
1 Adoption of Audited Financial Statements of the Company for Financial Year ended 31st March 2015 Reports of the Board of Directors and Auditors thereon
2 Re-appointment of Mr S N Shenwai (DIN 01716415) who retires by rotation
3 Appointment of Auditors and to fix their remuneration
Special Business
4 Appointment of Mr Tara Chand Jain (DIN 07144151) as an Additional Director
5 Appointment of Mr K Jhunjhunwala (DIN 00035091) as an Independent Director
6 Appointment of Mrs Silpi Chakraborty ( DIN 06923695) as an Independent Director
Signed this helliphelliphelliphellipday of helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip2015 Signature of Shareholder(s)helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature of Proxyholder(s)helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip
Notes 1 This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the AGM
2 For the Resolutions Explanatory Statement and Notes please refer to the Notice of Annual General Meeting of the Company 3 A proxy need not be a member of the Company
Affix Revenue Stamp
i
FORMB
Format of covering letter of the Annual Audit Report to be filed with the Stock Exchange
1 I Name of the Company Uniworth Limited
2 I Annual Financial Statements for the Year 31st March 2015 ended
3 I Type of Audit Qualification 1 Footnote (i) to Note No 23 regarding interest bull provision on borrowings from some of the institutions and banks which has been made in
the financial statements under simple interest method at the prevailing estimated rates applicable on such loans in absence of relevant documentsconfirmations as a result of which impact of compound interestpenal charges wherever applicable having not been ascertained as well as the note therein regarding the matter of dispute between the Company and the BankersCreditors in connection with charging of interest payment and payment of principal
2 Footnote No (ii) to Note No 23 regarding nonshyprovision of Interest on certain loans and the impact of the non-provision is not presently ascertainable
3 Footnote No 4 (i) (ii) and (iii) of Note No 15 regarding overdue Export Bills amounting to Rs 3178731 lacs outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
4 Footnote 1 of 17 regarding Claims Receivable amounting to Rs 68936 lacsdue from various banks outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
5 Footnote 3 of Note No 17 regarding advance of Rs 314473 lacs due from certain parties which in our opinion are considered doubtful of recovery against which adequate provision has not been made
6 Footnote 3 of Note No 16 relating to nonshyaccounting of withdrawals other transactions from certain Bank accounts during the year due
to rpasons stated on the said Note 16 (3) 7 Note No 30 regarding nun-compliance or
Accounting Standard (AS) 6 Depreciation Accounting due to non-adoption of Schedule - II of the Companies Act 2013 and also nonshycompliance of mandatory Accounting Policy for Depreciation required to be followed by the Company due to reasons stated in the said Note
8 In absence of any workings for impairment of assets as per Accounting Standard (AS) 28 Impairment of Assets the impact of such impairment is not ascertainable
9 Non-provision I non-compliance of Items indicated in (1) to (8) above constitute a departure from the Accounting Standards referred to in Section 133 of the Act Without considering Item Nos (1) (2) (6) (7) and (8) above whose impact on the Companys Statement of Profit and Loss is presently nonshyascertainable had the provisions indicatprI in Item Nos (3) to (5) been made (i) the Loss for the year would have increased by Rs 3562140 lacs
(ii) Trade Receivables would have decreased by Rs 3178731 lacs
(iii) Shott Term Loans and Advances would decreased by Rs 383409 lacs
(iv) The Shareholders Fund would have been lower by Rs 3562140 lacs
In our opinion and to the best of our information and according to the explanations given to us except for the like effects of the matters described in the Basis for Qualified Opinion paragraph above the aforesaid Financial Statements give the information required by the Act in the manner so required and give a true and
fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2015 and its loss and its cash flows for the year ended on that date
We draw your attention to the following matters in the Notes to the Financial Statements
1 Following Notes to the Financial Statements describe the uncertainty related to the outcome of the lawsuits lother legal matters and matters under settlements indicated therein
~~-~ or ~r gt
~~I(J~ IOfl1)
I (a)Footnote (2) to Note No4 regarding legal issues
following securitization of Secured Loans as stated in the said Note
(b)Footnote (2) of Note No 15 regarding pending adjustments of Sundry Debtors against supplies and other liabilities etc due to the buyers In absence of final settlement with the parties and non-receipt of necessary approval from concerned regulatory authority extent of the amount of adjustments so required could not be ascertained
(c) Footnote to Note No 6 regarding estimated amount of Rs 872228 lacs provided during the year 2002-03 as sales claims and commissions relating to earlier years from overseas customers of the Company which is pending for final settlement Necessary adjustments for such claims and commissions will be made after final settlement and obtaining necessary approval frommiddot the concerned regulatory authority
(d)Footnote 1 of Note No 15 and Footnote 2 of Note No 17 regarding Debtors and Advances amounting to Rs 145362 lacs and Rs 138719 lacs respectively relating to Companies which have become Sick and referred to BIFR under the Sick Industrial Companies (Special Provisions) Act 1985 As the rehabilitation scheme of these companies are pending finalisation the amount of provision if any which may be required remain unascertainable
(eNote No 32 regarding legal recourse taken by certain banks and financial institutions for recovery of their dues and the matter is sub-judice as stated in the said Note
(f) Note No 33 regarding non-compliance of certain technical formalities due to which transfer of certain borrowing facilities to a body corporate could not be made
(g)Note No 34 regarding applications made by the Company with the Reserve Bank of India from time to time for extension I setting off of certain overdue bills
(h)Note No 35 regarding Debit Note sent by a body corporate in an earlier year for unilateral transfer back of all assets not taken into cognizance by the Company in preparing these Financial Statements as stated in the said Note
~o(r_~-~ _( l~ I ))() C
Jflt ~
(i) Note No 38 regarding claims filed by a body mrporate for Rs 21625 lacs for non-fulfilment of clauses of the agrppment relating to transfer of Ilagpur Unit to them outcome of which would eventually arise on finallsation of suit
(j) tvlatters disclosed in Note No 19 relating to Entry Tax CentralCommercial Sales Tax Demands Customs Demands Professional TaxLabour casesWater Cess Electricity Duty etc disclosed under Contingent Liabilities which are contested by the Company and pending before various forums authorities for final decisions
2 Note No 4 (Footnote 4) Note No 7 (Footnote) and Note No 16 (Footnote 1) to the financial statements regarding non-receipt of confirmations in respect of borrowings from banksFinancial Institutions and also debit balances in certain current accounts with banks due to restructuring being in progress book balances thereof have been relied upon
3 Note No 27 (d) regarding balance with a related party under reconciliation
4 Footnote 2 amp 3 of Note No 4 to the financial statements regarding preparation of these financial statements on Going Concern basis for the reasons stated therein as also the fact that the Company has accumulated losses and its net worth has been fully eroded Further the Company has incurred net loss during the current and previous years and the Companys current liabilities exceeded its current assets as at the Balance Sheet date These conditions along with other matters set forth in Notes to Financial Statements indicate the existence of a material uncertainty that may cast significant doubt about the Companys ability to continue as a going concern
Our opinion is not modified in respect of these matters
Frequency of Qualification I Yearly Draw attention to relevant notes in the IThe Company has adequate system of internal Annual Financial statements and
4
controls to ensure that all assets are safeguarded and I
protected against loss and that all transactions are in the Directors Report management response to the qualification
authorized recorded and reported correctly TIle systems are designed to support the reliability of the financial and other records for preparing financial statements and other data The Statutory Auditors also discuss their comments and findings with the management as well as with the audit committee
The Company has also regularly placed before the Board Internal Audit Reports FinanCial Results with Provisional Balance Sheets Performance Review Report of various Units together with Executive Summary Current Workings and all Current matters of commercial importance and various other information as generally required under the various Stock Exchange listing Agreements
The Audit Committee reviews the efficacy of the Audit Committee chair I Additional comments from the Board
internal control mechanism and monitors the risk management policies adopted by the Company The Committee also reviews the report furnished by the internal and Statutory Auditors and ensures that suitable follow up actions are taken Besides the Committee also examines accounting taxation and disclosure aspects of all significant transactions
5 I To be signed by-CEO Managing Director FOfun~ExecutiveWhole-time Director
SIs~i Executive Director
For Uniworth Ltd
~ CFO A K Ladia
For S S Kothari amp Co Chartered Ac~ntants (ReJlistratittJo 302034E)
For Uniworth Limited
Audit Committee Chairman ~
A
- Uniworth Limited AR 2015pdf
- Attendance Slip _UL_pdf
-
Uniworth Limited6
UNIWORTH
UNIWORTHLIMITED
GREEN INITIATIVES ndash on sending Annual Report and Accounts to the members of the Company through electronic mode
This initiative is pursuant to two Circulars bearing nos 172011 and 182011 dated 21st April 2011 and 29th April 2011 respectively issued by the Ministry of Corporate Affairs Govt of India
Under the aforesaid Circulars service of documents including Annual Reports and Accounts upon the shareholders through e-mail ndash shall be in compliance with Section 20 of the Companies Act 2013
The Shareholders (whether holding shares in physical or electronic mode) who are interested to receive soft copy of the Annual Reports and Accounts of the Company on and from the year ie 2011-12 are requested to register their respective e-mail ids at the web-page of our Registrar amp Share Transfer Agent C B Management Services (P) Ltd at wwwcbmslcomgreenphp
Mr S N ShenwaiMr S N Shenwai has long association with the Company with multi-functional experience in Textiles Industry in Accounts Projects and Commercial Functions He does not hold Directorship of any other Company and Membership of Committees of the Board of any other Company He also does not hold either directly or indirectly any Equity Shares of the Company
Registered Office By Order of the Board ldquoGREEN ACRESrdquo2 Nazar Ali Lane Flat-4AKolkata ndash 700 019 S N ShenwaiDate 12th August 2015 Executive Director
Annual Report 2015 7
UNIWORTH
UNIWORTHLIMITED
Your Directors have pleasure in presenting their 27th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March 2015
FINANCIAL HIGHLIGHTS
During the year under review performance of your company is as under
Particulars 31st March 2015 (Rs in Lacs)
31st March 2014(Rs in Lacs)
Total Income 1391658 1391288Profit(Loss) before Interest and Depreciation Before prior period adjustment 143381 132028Previous year adjustments amp Extra Ordinary Items 29040 5370Profit (Loss) before Interest and Depreciation 114341 126658Less Interest for the year 536119 536116Profit (Loss) before Depreciation (421778) (409458)Less Depreciation 42727 42824Profit (Loss) before Tax (464505) (452282)Less Provision for taxation ndash ndashProfit (Loss) after Tax for the year (464505) (452282)Add Balance Brought Forward from the Previous year (9585820) (9133538)Profit(Loss) carried to Balance Sheet (10050325) (9585820)
STATE OF COMPANYrsquoS AFFAIRS AND FUTURE OUTLOOK During the year under review total revenue remained almost at same level to Rs 13917 crores as against Rs 13913 crores in the previous year There was a cash profit to the tune of Rs 1434 crores as against Rs 1320 crores before interest and Depreciation in the previous year Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources
BUSINESS OUTLOOK Demand for textile products have been on the fall for the higher end products like wool rich products due to global recession and have been the reason for not so encouraging top line Coupled with this sporadic fiscal instability in certain global markets was a cause of concern Although the demand for the same has started showing some improving trends and hence the company is optimistic and continuing its vigorous efforts in domestic as well as in foreign market
PROCESS OF RESTRUCTURING Under the provisions of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) ARCIL had taken over possession of the secured assets of the Companyrsquos plants and appointed Indoworth India Limited as the Custodian of such assets The Companyrsquos business continued throughout the year as usual However the matter is subjudice in various suits before the Calcutta High Court and other Forums and necessary adjustments in the financial statements if required would be made upon final adjudication of proceedings The matter is subjudice and writ petition is pending before the Honrsquoble High Court Calcutta
MATERIAL CHANGE AND COMMITMENTS AFTER THE BALANCE SHEET DATEThere have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of this report
DIVIDEND In view of huge accumulated losses the Directors regret their inability to recommend any dividend for the Financial Year 2014-15
DIRECTORSrsquo REPORT TO THE MEMBERS
Uniworth Limited8
UNIWORTH
UNIWORTHLIMITED
DEPOSITS
The Company has neither invited nor accepted deposits from the public within the meaning of Section 73 of the Companies Act 2013 and the rules made there under
DIRECTORSrsquo RESPONSIBILITY STATEMENT
In compliance of Section 134 (5) of the Companies Act 2013 your Directors state as follows
a) That in the preparation of accounts applicable accounting standards have been followed and there are no material departures
b) That appropriate accounting policies have been selected and applied consistently with reasonable and prudent judgements and estimates so as to give true and fair view of the state of affairs of the Company
c) That proper and sufficient care have been taken for the maintenance of adequate accounting records for safeguarding assets and for preventing fraud and other irregularities
d) That the Annual Accounts have been prepared on a going concern basis
e) That internal financial controls had been laid down and are adequate and operating effectively
f) That proper systems had been devised to ensure compliance with the provision of all applicable laws and such systems are adequate and operating effectively
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr S N Shenwai (DIN 01716415) retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment
Since the last Annual General Meeting Mr Tara Chand Jain (DIN 07144151) has been appointed as Additional Director of the Company wef 31032015 Appropriate Resolution seeking your approval for his appointment is appearing in the Notice convening the Annual General Meeting
DECLARATION FROM INDEPENDENT DIRECTOR
The Independent Directors has submitted their Disclosures to the Board that they fulfill all the requirements as stipulated under section 149 (6) of the Companies Act 2013 so as to qualify themselves to be appointed as Independent Directors
PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186
Details of Loans Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013 forms part of the Financial Statements
TRANSACTION WITH RELATED PARTY
Related party transactions that were entered during the financial year were on armrsquos length basis and in the ordinary course of business There were no materially significant related party transactions which were in conflict of the Company
AMOUNTS TRANSFERRED TO RESERVES
In view of huge accumulated losses the Directors regret their inability to recommend any amount to be transferred to reserves for the Financial Year 2014-15
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The details pertaining to conservation of energy technology absorption foreign exchange earnings and outgo are provided as Annexure I which forms part of this report
RISK MANAGEMENT
A comprehensive risk management policy for the purpose of management policy in the Company for periodical review by the Board of Directors is in place In addition Risk Management issues are generally discussed in the Audit Committee
Annual Report 2015 9
UNIWORTH
UNIWORTHLIMITED
CORPORATE SOCIAL RESPONSIBILITIES
The provisions of Section 135 of the Act in connection with Corporate Social Responsibility are not applicable to the Company since the Company falls below the threshold limits
BOARD EVALUATION
The board of directors has carried out an annual evaluation of its own performance Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (ldquoSEBIrdquo) under Clause 49 of the Listing Agreements (ldquoClause 49rdquo)
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure effectiveness of board processes information and functioning etc
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees effectiveness of committee meetings etc
The Board and the Nomination and Remuneration Committee (ldquoNRCrdquo) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in meetings etc In addition the Chairman was also evaluated on the key aspects of his role
In a separate meeting of independent Directors performance of non-independent directors performance of the board as a whole and elected Chairman of the each meeting was evaluated taking into account the views of executive directors and non-executive directors The same was discussed in the board meeting that followed the meeting of the independent Directors at which the performance of the Board its committees and individual directors was also discussed
CORPORATE GOVERNANCE
As a Listed Company necessary measures are taken to comply with Clause 49 and all other applicable provisions of Listing Agreements with the Stock Exchanges and other Company Law requirements A report on Corporate Governance along with a certificate from the Auditors is annexed hereto and forms part of this Report
NUMBER OF BOARD MEETINGS
During the Financial Year 2014-15 the Board of Directors of the company met six times details of the meetings has been given in the Corporate Governance Report which forms part of this report
AUDIT COMMITTEE
The Details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms part of this report
NOMINATION amp REMUNERATION COMMITTEE
The Details pertaining to composition of Nomination amp Remuneration Committee are included in the Corporate Governance Report which forms part of this report
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Details pertaining to composition of Stakeholders Relationship Committee are included in the Corporate Governance Report which forms part of this report
AUDITORSrsquo REPORT
The observations of the Auditorsrsquo Report have been dealt with in the Notes to Financial Statement and being self-explanatory do not call for any further clarifications
AUDITORS
Ms S S Kothari amp Co Chartered Accountants Auditors of the Company are retiring at the ensuing Annual General Meeting and are eligible for re-appointment
Uniworth Limited10
UNIWORTH
UNIWORTHLIMITED
COST AUDITOR
Your Company had appointed Ms Sanat Joshi amp Associates Cost Accountants as Cost Auditors with the approval of the Central Government for audit of cost records maintained by the Company for the financial year 2015-2016 SECRETARIAL AUDITOR In terms of Section 204 of the Companies Act 2013 the Board of Directors at their meeting held on 29th May 2015 have appointed Ms K K Sanganeria amp Associates Practicing Company Secretaries as Secretarial Auditor for conducting Secretarial Audit of the Company for the Financial Year 2015-16 Report of the Secretarial Auditor for the financial year ended 31032015 is given as an Annexure II which forms part of this reportBOARDS VIEW During the year under Review the Company continued to be under BIFR as a Sick Industrial Undertaking The matter is subjudice before the Court of Law As regards appointment of full time Company Secretary the company is on the lookout for suitable candidates and the compliance of the requirement shall be met shortly The Company has disputed the repayment of due The loss and damages caused to the borrower by the lender is much more than the amount lent Hence figures of the borrowed amount shown in the balance sheet after due adjustments with the said loss and damages may result in entitlement to recover substantial amount from the lender Under these facts and circumstances the figures of borrowed amount in this balance sheet cannot be considered as admission if any of the claim of lender(s)EXTRACT OF ANNUAL RETURN As provided under Section 92 (3) of the Companies Act 2013 the extract of Annual Return is given in Annexure III in the prescribed form MGT-9 which forms part of this reportPOLICY ON PREVENTION OF SEXUAL HARASSMENTThe company is committed to provide a safe and conducive work environment to its employee and has formulated ldquoPolicy for Prevention of Sexual Harassmentrdquo During the financial year ended 31st March 2015 the Company has not received any complaints pertaining to Sexual HarassmentINDUSTRIAL RELATIONS Industrial Relations continued to remain cordial throughout the year Your Directors wish to place on record their appreciation for dedicated and sincere services rendered by the executives staff and workmen at all levelsACKNOWLEDGEMENT Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government Financial Institutions Banks Shareholders and others during the year under review
On Behalf of the Board
Place Kolkata S N Shenwai T C Jain Date 29th May 2015 Executive Director Director
ANNEXURE - I TO THE DIRECTORS REPORT Particulars of Energy Conservation Technology Absorption and Foreign Exchange Earnings amp Outgo required under the Companies (Accounts) Rules 2014
A ENERGY CONSERVATION
As the cost per unit of Electricity Furnace Oil amp Coal is regularly increasing it is our consistent endeavor to bring saving in energy consumption Periodic energy audits are conducted to improve energy performance and in line of that we have taken following steps to ensure conservation of the energy
1) Changing of energy efficient LED Lights in place of Fluorescent Lights
2) Installation of Inverters in Ring Frame Machinery which ensures energy saving
3) Modification of compressor pipe line for energy conservation
Annual Report 2015 11
UNIWORTH
UNIWORTHLIMITED
B TECHNOLOGY ABSORPTION
TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION 1 Efforts in brief made towards technology
absorption adaptation and innovation The Company always keep close contact with
IWS CSIR and other Internationals Indian Research Institutes like Inter Wool Lab Silk Board etc Various technical experts give their view and suggestion for improving technology Technical Staff of the Company are sent abroad for training in new technology
2 Benefit derived as a result of the above efforts eg products improvement cost reduction product development import substitution etc
Benefits derived are -
Better capacity utilization in machine with improved quality
Improvement in productivity per spindle and reduction in cost
By optimizing relative temperature and relative humidity the company has saved considerable amount By using the latest technology based energy efficient fuses chokes tube light ballasts and power cables etc the Company has achieved a significant savings on electricity consumption
3 In case of imported technology (Imported during last 5 years reckoned from the beginning of the financial year) following information may be furnisheda) Technology imported Not Applicableb) Year of Import Not Applicablec) Status of Implementation Not Applicable
RESEARCH amp DEVELOPMENT (R amp D) 1 Specified areas in which R amp D
Carried out by the Company Continuous improvement in Quality Standards
to match the International Markets
Due to in house Research and Development Activities following products were developed and launched during the year
i) Wool Wool blended with Polyester yarn
ii) Siro and Siro lycra yarn in Wool and Polywool
iii) PolyesterViscose amp polyster Acrylic yarn
iv) Blending of Silk with Wool Nylon and Viscose
Continuous technological and market innovation to match the changed requirements of the markets
Incorporated dyeing automation for better receipe management amp consistency in shades
Uniworth Limited12
UNIWORTH
UNIWORTHLIMITED
Research amp Development lab and pilot plant in Dyeing Department started developing all kinds of shades
2 Benefit derived as a result of the above R amp D Implemented ISO-9001-2008 ndash new quality management system duly certified by BIS during the year
3 Future plan of action Strengthening the research on quality improvement
To achieve total quality management cost reduction
4 Expenditure on R amp Da) Capital NILb) Recurring Expenses incurred are charged to respective
heads and are not allocated separately
FOREIGN EXCHANGE EARNINGS AND OUTGO (` in Lacs)
2014-2015 2013-2014a) Foreign Exchange Earnings 125682 77602b) Foreign Exchange Outgo
i) CIF Value of ImportsRaw Material 1159 130998Capital Goods ndash ndashComponents amp Spare Parts 16916 20704
ii) Others 32234 9516
Annual Report 2015 13
UNIWORTH
UNIWORTHLIMITED
ANNEXURE - II
SECRETARIAL AUDIT REPORT
FORM NO MR-3
FOR THE FINANCIAL YEAR ENDED MARCH 31 2015[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No 9 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014]
ToThe MembersUniworth Limited
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Uniworth Limited (hereinafter called the Company) Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereon Based on my verification of Uniworth Limitedrsquos books papers minute books forms and returns filed and other records maintained by the Company and also the information provided by the Company its officers agents and authorized representatives during the conduct of secretarial audit I hereby report that in my opinion the Company has during the audit period covering the financial year ended March 31 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent in the manner and subject to the reporting made hereinafter
I have examined the books papers minute books forms and returns filed and other records maintained by the Company for the financial year ended on March 31 2015 according to the provisions of
(1) The Companies Act 2013 (the Act) and the rules made there under
(2) The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules made thereunder
(3) The Depositories Act 1996 and the Regulations and bye-laws framed thereunder
(4) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and External Commercial Borrowings
(5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (lsquoSEBI Actrsquo)-
a The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2013
b The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 1992
c The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(6) Employees Provident Fund and Miscellaneous Provisions Act 1952
(7) Employees State Insurance Act 1948
(8) Environment Protection Act 1986 and other environmental laws
(9) Factories Act 1948
(10) Hazardous Wastes (Management and Handling) Rules 1989 and Amendment Rule 2003
(11) Indian Contract Act 1872
(12) Income Tax Act 1961 and Indirect Tax Laws
(13) Indian Stamp Act 1999
Uniworth Limited14
UNIWORTH
UNIWORTHLIMITED
(14) Industrial Dispute Act 1947
(15) Maternity Benefits Act 1961
(16) Minimum Wages Act 1948
(17) Payment of Bonus Act 1965
(18) Payment of Gratuity Act 1972
(19) Payment of Wages Act 1936 and other applicable labour laws
I have also examined compliance with the applicable clauses of the following
(i) Secretarial Standards issued by The Institute of Company Secretaries of India
(ii) The Listing Agreements entered into by the Company with BSE Limited and the Calcutta Stock Exchange Limited
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above
I report that Company has no full time Company Secretary as required by the Companies Act 2013
I further report that during the year under Review the Company continued to be under BIFR as a Sick Industrial Undertaking The matter is subjudice before the Court of Law
I further report that Redemption of Debentures is under default
I further report that this report also refer the Statutory Auditors Report dated 29th May 2015 specially the basis for their qualified opinion as mentioned therein
I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non Executive Directors and Independent Directors
The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act
Adequate notice is given to all Directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting
Majority decision is carried through while the dissenting membersrsquo views are captured and recorded as part of the minutes
I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws rules regulations and guidelines
I further report that during the audit period there were no instances of
(i) Public Rights Preferential issue of shares debentures sweat equity
(ii) Redemption buy-back of securities
(iii) Major decisions taken by the Members in pursuance to Section 180 of the Companies Act 2013
(iv) Merger amalgamation reconstruction etc
(v) Foreign technical collaborations
This Report is to be read with our letter which is annexed as Annexure A and Forms an Integral part of this report
Kamal Kumar Sanganeria K K Sanganeria amp AssociatesPlace Kolkata FCS No 2643Date 27052015 CP No 3880
Annual Report 2015 15
UNIWORTH
UNIWORTHLIMITED
ANNEXURE - II SECRETARIAL AUDIT REPORT (Contd)
lsquoAnnexure Arsquo(To the Secretarial Audit Report of Ms Uniworth Limited for the financial year ended 31032015)
ToThe MembersUniworth LimitedGreen Acres 2 Nazar Ali LaneFlat- 4A Kolkata ndash 700 019
Our Secretarial Audit Report for the financial year ended 31032015 of even date is to be read along with this letter
1 Maintenance of secretarial record is the responsibility of the management of the Company Our responsibility is to express an opinion on these secretarial records based on our audit
2 We have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records The verification was done on test basis to ensure that correct facts are reflected in secretarial records We believe that the processes and practices we followed provide a reasonable basis for our opinion
3 We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company
4 Where ever required we have obtained the Management representation about the compliance of laws rules and regulation and happening of events etc
5 The compliance of the provisions of Corporate and other applicable laws rules regulations standards is the responsibility of management Our examination was limited to the verification of procedure on test basis
6 The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company
Kamal Kumar Sanganeria K K Sanganeria amp AssociatesPlace Kolkata FCS No 2643Date 27052015 CP No 3880
Uniworth Limited16
UNIWORTH
UNIWORTHLIMITED
ANNEXURE III
FORM NO MGT ndash 9EXTRACT OF ANNUAL RETURN
as on the financial year ended 31032015
[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014]
I REGISTRATION AND OTHER DETAILS
CIN L17299WB1988PLC044984
Registration Date 11th August 1988
Name of the Company Uniworth Limited
Category SubndashCategory of the Company Company having Share Capital
Address of the Registered office and contact details Green Acres 2 Nazar Ali Lane Flat ndash4 A Kolkata ndash 700 019
Whether listed company Yes
Name Address and Contact details of Registrar and Transfer Agent if any
C B Management Services (P) Ltd Pndash22 Bondel Road Kolkatandash 700 019 Tel No (033) 4011ndash6700671167186723
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the company shall be stated
Name and Description of main products services
NIC Code of the Productservice
to total turnover of the company
Worsted Yarn 13113 56
Silk Yarn 13112 44
III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
Sl No
Name and address of the Company
CINGLN Holding SubsidiaryAssociate
of share held
Applicable Section
None
Annual Report 2015 17
UNIWORTH
UNIWORTHLIMITED
IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Categoryndashwise Share Holding
Category of Shareholders
No of Shares heldat the beginning of the year
No of Shares held at the end of the year
Change during
the yearDemat Physical Total of Total
Shares
Demat Physical Total of Total
Shares
A Promoters(1) Indian(a) Individual HUF 3743343 595518 4338861 1277 3743343 595518 4338861 1277 ndash(b) Central Govt or State Govt
ndash ndash ndash ndash ndash ndash ndash ndash ndash
(c) Bodies Corporate 365854 1401825 1767679 520 365854 1401825 1767679 520 ndash(d) BankFI ndash ndash ndash ndash ndash ndash ndash ndash ndash(e) Any other ndash ndash ndash ndash ndash ndash ndash ndash ndashSUB TOTAL (A)(1) 4109197 1997343 6106540 1797 4109197 1997343 6106540 1797 ndash(2) Foreigna) Individuals (Non- Residents Individuals Foreign Individuals)
ndash ndash ndash ndash ndash ndash ndash ndash ndash
b) Bodies Corp ndash 6924975 6924975 2038 ndash 6924975 6924975 2038 ndashc) Institutions ndash ndash ndash ndash ndash ndash ndash ndash ndashd) Qualified Foreign Investor
ndash ndash ndash ndash ndash ndash ndash ndash ndash
e) Any Others (Specify) ndash ndash ndash ndash ndash ndash ndash ndash ndashSubndashtotal (A)(2) ndash 6924975 6924975 2038 ndash 6924975 6924975 2038 ndashTotal shareholding of Promoter (A) = (A)(1)+(A)(2)
4109197 8922318 13031515 3834 4109197 8922318 13031515 3834 ndash
B Public Shareholding1 Institutionsa) Mutual Funds 4393 18837 23230 007 4393 18837 23230 007 ndashb) Banks FI 5910 22122 28032 008 5910 22122 28032 008 ndashc) Central Govt State Govt(s)
- 750000 750000 221 - 750000 750000 221 ndash
d) Venture Capital Funds - - - - - - - - ndashe) Insurance Companies 52003 150 52153 015 52003 150 52153 015 ndashf) Foreign Institutional Investors
- 4300 4300 001 - 4300 4300 001 ndash
g) Foreign Venture Capital Funds
- - - - - - - - ndash
h) Others (specify) - - - - - - - - ndash
Subndashtotal (B)(1) 62306 795409 857715 252 62306 795409 857715 252 ndash
Uniworth Limited18
UNIWORTH
UNIWORTHLIMITED
Category of Shareholders
No of Shares heldat the beginning of the year
No of Shares held at the end of the year
Change during
the yearDemat Physical Total of Total
Shares
Demat Physical Total of Total
Shares
2 NonndashInstitutionsa) Bodies Corp 613433 183426 796859 234 636728 179326 816054 240 006
b) Individuals
i) Individual shareholders holding nominal share capital upto ` 1 lakh
5599497 12145144 17744641 5221 5492191 12106631 17598822 5178 (043)
ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh
1249696 198195 1447891 426 1375936 198195 1574131 463 037
c) Any Others (specify)
i) NRI-Rep 18337 73775 92112 027 16987 73775 90762 027 000
ii) NRI-Non Rep 8676 ndash 8676 003 10642 ndash 10642 003 000
d) Trust 193 ndash 193 000 193 ndash 193 000
e) Clearing Member 6641 ndash 6641 002 6409 ndash 6409 002 000
Subndashtotal (B)(2) 7496473 12600540 20097013 5913 7539086 12557927 20097013 5913 ndashTotal Public Shareholding (B)=(B)(1) + (B)(2)
7558779 13395949 20954728 6166 7601392 13353336 20954728 6166 ndash
C Shares held by Custodian for GDRs amp ADRs
ndash ndash ndash ndash ndash ndash ndash ndash ndash
Grand Total (A+B+C) 11667976 22318267 33986243 10000 11710589 22275654 33986243 10000 ndash
Annual Report 2015 19
UNIWORTH
UNIWORTHLIMITED
(ii) Shareholding of Promoters
Shareholderrsquos Name Shareholding at the beginning of the year
Share holding at the end of the year
change in share holding
during the year
No of Shares
of total Shares of the
Company
of Shares Pledged encum-bered
No of shares
of total Shares of the
Company
of Shares Pledgedencum-bered
RBProperties Private Limited 365854 108 ndash 365854 108 ndash ndash
Uniworth Securities Limited 1400 000 ndash 1400 000 ndash ndash
Uniworth Textiles Limited 1260250 371 ndash 1260250 371 ndash ndash
Uniworth Services Private Limited
140175 041 ndash 140175 041 ndash ndash
Aviante International Limited 6924975 2038 ndash 6924975 2038 ndash ndash
Aman Lohia 1151025 339 ndash 1151025 339 ndash ndash
Meena Lohia 1374250 404 ndash 1374250 404 ndash ndash
Megha Lohia 1218068 358 ndash 1218068 358 ndash ndash
Meena Lohia 595518 175 ndash 595518 175 ndash ndash
Total 13031515 3834 ndash 13031515 3834 ndash ndash
(iii) Change in Promoters Shareholding (Please specify if there is no change)
Shareholderrsquos Name Shareholding at the beginning of the
year
Date wise increase (decrease) in shareholding during the year
Cumulative Shareholding at the end of the year
No of Shares
of total Shares of the
Company
Date No of Shares
Nature No of shares
of total Shares of the
CompanyRBProperties Private Limited
365854 108 NIL NIL NIL 365854 108
Uniworth Securities Limited
1400 000 NIL NIL NIL 1400 000
Uniworth Textiles Limited 1260250 371 NIL NIL NIL 1260250 371Uniworth Services Private Limited
140175 041 NIL NIL NIL 140175 041
Aviante International Limited
6924975 2038 NIL NIL NIL 6924975 2038
Aman Lohia 1151025 339 NIL NIL NIL 1151025 339
Meena Lohia 1374250 404 NIL NIL NIL 1374250 404
Megha Lohia 1218068 358 NIL NIL NIL 1218068 358
Meena Lohia 595518 175 NIL NIL NIL 595518 175
Uniworth Limited20
UNIWORTH
UNIWORTHLIMITED
(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters and Holders of GDRs and ADRs)
Shareholderrsquos Name Shareholding at the beginning of the
year
Date wise increase (decrease) in shareholding during the year
Cumulative Shareholding at the end of the year
No of Shares
of total Shares of the
Company
Date No of Shares
Nature No of shares
of total Shares of the
CompanyMadhya Pradesh State Industrial Development Corporation Limited
750000 221 Nil Nil Nil 750000 221
Saurav Gupta201163 059 25042014 5408 TransferBuy 206571 061
18092014 2100 TransferBuy 208671 061Sanjeev Sureka 63952 019 Nil Nil Nil 63952 019
Asha Sanjay Tibdewal 57555 017
18042014 1375 TransferBuy 58930 017
10102014 1 TransferBuy 58931 017
24102014 (1023) TransferSell 57908 017
31102014 (10) TransferSell 57898 017
United India Insurance Company Limited
52003 015 Nil Nil Nil 52003 015
Lata Bhanshali 49210 014 Nil Nil Nil 49210 014
Sanjay Nandlal Tibdewal 49145 014 30092014 25043 TransferBuy 74188 022
24102014 (1500) TransferSell 72688 021
31102014 (500) TransferSell 72188 021
Alom Extrusions Limited 48100 014 Nil Nil Nil 48100 014
Niket Jhunjhunwala 45540 013 Nil Nil Nil 45540 013
Riyajuddin Khan 40032 012
25042014 (13) TransferSell 40019 012
02052014 (30017) TransferSell 10002 003
16052014 (9992) TransferSell 10 000
30052014 (10) TransferSell 0 000
Annual Report 2015 21
UNIWORTH
UNIWORTHLIMITED
(v) Shareholding of Directors and Key Managerial Personnel
Shareholderrsquos Name Shareholding at the beginning of the year
Date wise increase (decrease) in shareholding during the year
Cumulative Shareholding at the end of the year
No of Shares
of total Shares of the
Company
Date No of Shares
Nature No of shares
of total Shares of the
CompanySilpi Chakraborty 700 000 NIL NIL NIL 700 000
Sanjeev Saxena 600 000 NIL NIL NIL 600 000
V INDEBTEDNESS Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Loans excluding deposits
Unsecured Loans
Deposits Total Indebtedness
Indebtedness at the beginning of the financial yeari) Principal Amount 4936931 917455 1355 5855741ii) Interest due but not paid 6670403 -- -- 6670403iii) Interest accrued but not due -- -- -- --Total (i+ii+iii) 11607334 917455 1355 12526144Change in Indebtedness during the financial yearbull Addition 576543 -- -- 576543bull Reduction (2) -- (20) (22)Net Change 576541 -- (20) 576521Net Change Indebtedness at the end of the financial yeari) Principal Amount 4977356 917455 1335 5896146ii) Interest due but not paid 7206519 -- -- 7206519iii) Interest accrued but not due -- -- -- --Total (i+ii+iii) 12183875 917455 1335 13102665
Uniworth Limited22
UNIWORTH
UNIWORTHLIMITED
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A Remuneration to Managing Director Wholendashtime Directors andor Manager
Sl No Particulars of Remuneration Name of the Whole-time Directors
Total Amount (In Lacs)
S C Kalra S N Shenwai1 Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act 1961
098 809 907
(b) Value of perquisites us 17(2) Income Tax Act 1961 303 064 367
(c ) Profit in lieu of salary under Section 17(3) Income Tax Act 1961
- - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -
- As of profit - - -
- Others specify - - -
5 Others please specify - - -
Total (A) 401 873 1274
Ceiling as per the Act 4200
B Remuneration to other Directors
Sl No Particulars of Remuneration Name of the Directors Total Amount
(Rs)S C
MajumderK
JhunjhunwalaSilpi
ChakrabortyT C Jain Sanjeev
Saxena1 Independent Directors
bull Fee for attending board committee meetings
- 16000 14000 - - 30000
bull Commission - - - - - -
bull Others please specify - - - - - -
Total (1) - 16000 14000 - - 30000
2 Other Non-Executive Directorsbull Fee for attending board committee
meetings 4000 - - - - 4000
bull Commission - - - - - -
bull Others please specify - - - - - -
Total (2) 4000 - - - - 4000
Total (B)=(1+2) 4000 16000 14000 - - 34000
Total Managerial Remuneration 1308000
Overall Ceiling as per the Act All Non-ExecutiveIndependent Directors have been paid only sitting fees for attending Board meeting and
Committee meetingswhich is well within the limits prescribed under the Companies Act 2013
Annual Report 2015 23
UNIWORTH
UNIWORTHLIMITED
C Remuneration to Key Managerial Personnel other than MDManagerWT
Sl No
Particulars of Remuneration Name of the KMP Total Amount
(In Lacs)A K Ladia (CFO) Company Secretary
1 Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act 1961
330 ndash 330
(b) Value of perquisites us 17(2) Income Tax Act 1961
018 ndash 018
(c ) Profit in lieu of salary under Section 17(3) Income Tax Act 1961
ndash ndash ndash
2 Stock Option ndash ndash ndash
3 Sweat Equity ndash ndash ndash
4 Commission ndash ndash ndash
- As of profit ndash ndash ndash
- Others specify ndash ndash ndash
5 Others please specify ndash ndash ndash
Total 348 ndash 348
VII PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES
Type Section of the
Companies Act
Brief Description
Details of Penalty Punishment
Compounding fees imposed
Authority [RD NCLT
COURT]
Appeal made if any (give Details)
A COMPANYPenalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
B DIRECTORSPenalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
C OTHER OFFICERS IN DEFAULTPenalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
Uniworth Limited24
UNIWORTH
UNIWORTHLIMITED
INDUSTRY STRUCTURE amp DEVELOPMENT
Indian Textiles Industry is one of the leading textile industries in the world Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources The fast growing retail apparel industry in the organized sector with multiple and strong Brands in every sphere of fabric and clothing have further increased the importance and demand for textiles products and quality yarns in particular
OPPORTUNITIES AND THREATS
After global economic revival picks up the pace the demand for quality products is expected to bounce back in the coming years News of Chinarsquos internal demand of yarns surpassing its own production capacities is also quite encouraging and is an enormous growth potential by itself for producers in India and other countries as well However the rising cost of raw materials is a matter of concern together with the growing competition from other developing countries
SEGMENT WISE PERFORMANCE
The Companyrsquos business activities fall within a single primary segment of Textile Yarns viz WoolWorstedSilkSilk SpunNoil Yarns etc
FINANCIAL PERFORMANCE
Turnover of the Company during the year was Rs1391658 Lacs as against Rs1391288 Lacs in the previous year The Turnover remained almost at same level of previous year Profit before Interest Depreciation and Taxes was Rs114341 Lacs as against Rs126658 in the previous year
OPERATIONS MANAGEMENT DISCUSSION AND ANALYSIS
During the year under review total revenue remained almost at same level to Rs 13917 crores as against Rs 13913 crores in the previous year There was a cash profit to the tune of Rs 1434 crores as against Rs 1320 crores before interest and Depreciation in the previous year Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources
BUSINESS OUTLOOK
Demand for textile products have been on the fall for the higher end products like wool rich products due to global recession and have been the reason for not so encouraging top line Coupled with this sporadic fiscal instability in certain global markets was a cause of concern Although the demand for the same has started showing some improving trends and hence the company is optimistic and continuing its vigorous efforts in domestic as well as in foreign market
RISK amp CONCERNS
The primary risk for the Company is with the volatile Export markets and the uncertainty prevailing in the Global Economy Having to compete with low cost producers from countries like China and Korea is always a concern There are no significant current borrowings and thus the company seems isolated from financial risks and concerns especially in the face of increasing interest rates and cost of Capital
INTERNAL CONTROL SYSTEM
The Company has adequate system of internal controls to ensure that all assets are safeguarded and protected against loss and that all transactions are authorized recorded and reported correctly The systems are designed to support the reliability of the financial and other records for preparing financial statements and other data The Statutory Auditors also discuss their comments and findings with the management as well as with the audit committee
MANAGEMENT DISCUSSION amp ANALYSIS REPORT
Annual Report 2015 25
UNIWORTH
UNIWORTHLIMITED
The Company has also regularly placed before the Board Internal Audit Reports Financial Results with Provisional Balance Sheets Performance Review Report of various Units together with Executive Summary Current Workings and all Current matters of commercial importance and various other information as generally required under the various Stock Exchange Listing Agreements
HUMAN RESOURCES
The Company continues to recognize the importance of good human relations in the smooth working of the organization Up gradation of the skills of the employees is pursued by the Company through regular on-the-job training sessions
CAUTIONARY STATEMENT
The facts and views mentioned in this report on Management Discussion and Analysis describing the Companyrsquos views about the industry or otherwise and the forecasts made are entirely based on opinion formed by the Management of the Company and actual position or results may differ from those implied therein Important factors that could make a difference include economic developments within India and outside and also the economic performance of other countries with which the Company conducts business as well as availability of raw materials and prices and other incidental factors
For and on behalf of the Board of Directors
Place Kolkata S N Shenwai T C JainDate 29052015 Executive Director Director
Uniworth Limited26
UNIWORTH
UNIWORTHLIMITED
1 Companyrsquos Philosophy on Code of Corporate Governance
The Company believes that Corporate Governance is the combination of voluntary practices and compliance with the laws and regulations of the Companies leading to effective control and management of the Company Good Corporate Governance leads to long term shareholders value and enhances the interest of other stakeholders including the employees and all others connected with the Organization
The Company confirm the practice of good Corporate Governance codes by the company in true spirit and are pleased to present below the Report on Corporate Governance
2 Board of Directors
i As on March 31 2015 the Company has five directors Out of the five Directors four (ie 8000) are non-executive directors including two Independent Directors and one Nominee Director The composition of the board is in conformity with Clause 49 of the Listing Agreements entered into with the stock exchanges
ii None of the directors on the board hold directorships in more than ten public companies Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a director Necessary disclosures regarding committee positions in other public companies as on March 31 2015 have been made by the directors None of the directors are related to each other
iii Independent directors are Non-Executive Directors as defined under Clause 49(ll)(B)(1) of the Listing Agreements entered into with the Stock Exchanges The maximum tenure of the independent directors is in compliance with the Companies Act 2013 (ldquoActrdquo) All the Independent Directors have confirmed that they meet the criteria as mentioned under clause 49 of the Listing Agreement and Section 149 of the Act
iv The names and categories of the Directors on the Board their attendance at Board meetings held during the year and the number of directorships and committee chairmanships memberships held by them in other public companies as on March 31 2015 are given herein below Other directorships do not include directorships of private limited companies Section 8 companies and of companies incorporated outside India Chairmanships memberships of board committees shall include only audit committee and stakeholdersrsquo relationship committee
Name of Directors Category Number of Board Meetings during the year 2014-15
Whether attended last AGM held on
Sept 26 2014
Number of directorships
in other Public Companies
Number of Committee
positions held in other public
companies
Held Attended Chairman Member Chairman Member
Mr K Jhunjhunwala Independent Non-Executive
6 5 Yes ndash 9 ndash 3
Mr A G Bhatnagar Non Independent
Non-Executive
1 ndash No ndash ndash ndash ndash
Mr S C Kalra Non Independent
ExecutiveDirector
1 1 No ndash ndash ndash ndash
REPORT ON CORPORATE GOVERNANCE(Pursuant to Clause 49 of the Listing Agreement)
Annual Report 2015 27
UNIWORTH
UNIWORTHLIMITED
Name of Directors Category Number of Board Meetings during the year 2014-15
Whether attended last AGM held on
Sept 26 2014
Number of directorships
in other Public Companies
Number of Committee
positions held in other public
companies
Held Attended Chairman Member Chairman Member
Mr S N Shenwai Non Independent
Executive Director
6 2 No ndash ndash ndash ndash
Mr S C Majumder Non Independent
Non-Executive
2 1 Yes (By Invitation)
ndash ndash ndash ndash
Mrs Silpi Chakraborty
Independent Non-Executive
4 4 Yes ndash ndash ndash ndash
Mr Tara Chand Jain
Non Independent
Non-Executive
1 ndash NA ndash ndash ndash ndash
Mr Sanjeev Saxena Non-Executive amp Nominee of MPSIDC Ltd
6 ndash No ndash ndash ndash ndash
Mr A G Bhatnagar has resigned as Director of the Company wef 29th May 2014 and Mr S C Kalra has resigned as Executive Director of the Company wef 29th May 2014 Appointed as an Additional Director and subsequently designated as Executive Director wef 29th May 2014 Resigned as Director of the Company wef 14th July 2014 Appointed as an Additional Director wef 14th July 2014 Appointed as an Additional Director wef 31st March 2015
v Six board meetings were held during the year and the gap between two meetings did not exceed one hundred twenty days The dates on which the said meetings were held
29052014 14072014 12082014 12112014 11022015 and 31032015 The necessary quorum was present for all the meetings
vi During the year a separate meeting of the independent directors was held inter-alia to review the performance of non-independent directors and the board as a whole
vii The Board periodically reviews compliance reports of all laws applicable to the Company prepared by the Company
viii The Company regularly placed before the Board Internal Audit Reports Financial Results with Provisional Balance Sheets Performance Review Report of various Units together with Executive Summary Current Workings and all Current matters of commercial importance and various other information as under Clause 49 of the Listing Agreement from time to time
ix The Companies Act 2013 requires that a Woman Director should be a member of the Board of director Hence Mrs Silpi Chakraborty was appointed on 14th July 2014 as member of the Board as Woman Independent Director her appointment was duly confirmed by means of E-voting in last AGM of the company held on 26092014
22 Code of Conduct The Board of Directors plays an important role in ensuring good governance The Code of Conduct formulated
Uniworth Limited28
UNIWORTH
UNIWORTHLIMITED
by the Company during the year which the DirectorsSenior Executive have been advised to follow envisages inter alia the following-
To observe the highest standards of ethical conduct and integrity and to work to the best of their ability and judgement
To maintain and help the Company in maintaining highest degree of Corporate Governance practices
To act in utmost good faith and exercise due care diligence and integrity in performing their official duties
Not to seek accept or receive directly or indirectly any gift payments or favour in whatsoever form from Companyrsquos Business Associates which can be perceived as being given to gain favour or dealing with the Company and to ensure that the Companyrsquos interests are never compromised
To maintain confidentiality of information entrusted by the Company or acquired during performance of their duties and not to use it for personal gain or advantage
Not to commit any offences involving moral turpitude or any act contrary to law or opposed to the public policy
3 Audit Committee i) The audit committee of the Company is constituted in line with the provisions of Clause 49 of the Listing
Agreements entered into with the stock exchanges read with Section 177 of the Act
ii) The terms of reference of the Audit Committee are broadly as under -
a) Oversight of the Companyrsquos financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct sufficient and credible
b) Recommend the appointment remuneration and terms of appointment of auditors of the Company
c) Approval of payment to statutory auditors for any other services rendered by the statutory auditors
d) Reviewing with the management the annual financial statements and auditorsrsquo report thereon before submission to the board for approval with particular reference to
bull Matters required to be included in the directorrsquos responsibility statement to be included in the boardrsquos report in terms of clause (c) of sub-section 3 of section 134 of the Act
bull Changes if any in accounting policies and practices and reasons for the same
bull Major accounting entries involving estimates based on the exercise of judgment by management
bull Significant adjustments made in the financial statements arising out of audit findings
bull Compliance with listing and other legal requirements relating to financial statements
bull Disclosure of any related party transactions
bull Qualifications in the draft audit report
e) Reviewing with the management the quarterly financial statements before submission to the board for approval
f) Reviewing with the management the statement of uses application of funds raised through an issue (public issue rights issue preferential issue etc) the statement of funds utilised for purposes other than those stated in the offer document prospectus notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue and making appropriate recommendations to the board to take up steps in this matter
g) Review and monitor the auditorsrsquo independence and performance and effectiveness of audit process
h) Approval or any subsequent modification of transactions of the Company with related parties
i) Scrutiny of inter-corporate loans and investments
Annual Report 2015 29
UNIWORTH
UNIWORTHLIMITED
j) Valuation of undertakings or assets of the Company wherever it is necessary
k) Evaluation of internal financial controls and risk management systems
l) Reviewing with the management performance of statutory and internal auditors adequacy of the internal control systems
m) Reviewing the adequacy of internal audit function if any including the structure of the internal audit department staffing and seniority of the official heading the department reporting structure coverage and frequency of internal audit
n) Discussion with internal auditors of any significant findings and follow up there on
o) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board
p) Discussion with statutory auditors before the audit commences about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern
q) To look into the reasons for substantial defaults in the payment to the depositors debenture holders shareholders (in case of non-payment of declared dividends) and creditors
r) Establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed
s) To review the functioning of whistle blower mechanism
t) Approval of appointment of CFO
u) The Committee reviews the efficacy of the internal control mechanism and monitors the risk management policies adopted by the Company The Committee also reviews the report furnished by the internal and Statutory Auditors and ensures that suitable follow up actions are taken Besides the Committee also examines accounting taxation and disclosure aspects of all significant transactions
v) Carrying out any other function as is mentioned in the terms of reference of the audit committee
w) To mandatorily review the following information
bull Management discussion and analysis of financial condition and results of operations
bull Statement of significant related party transactions (as defined by the audit committee)submitted by management
bull Management letters letters of internal control weaknesses issued by the statutory auditors
bull Internal audit reports relating to internal control weaknesses and
bull The appointment removal and terms of remuneration of the chief internal auditor
iii) The audit committee invites executives as it considers appropriate (particularly the head of the finance function) representatives of the statutory auditors and representatives of the internal auditors to be present at its meetings The Company Secretary acts as the secretary to the audit committee
iv) The previous annual general meeting (AGM) of the Company was held on September 26 2014 and was attended by the Chairman of the audit committee
v) The Composition of the Committee and the attendance of each member of the Committee during the year 2014-15 are given below
Name Category Profession Number of Meetings during the Financial year 2014-15
Held Attended
Mr A G Bhatnagar Non Independent Non-Executive
Professional 1 -
Uniworth Limited30
UNIWORTH
UNIWORTHLIMITED
Name Category Profession Number of Meetings during the Financial year 2014-15
Held Attended
Mr S C Kalra Non Independent Executive Director
Service 1 1
Mr S C Majumder Non Independent Non-Executive
Service 1 1
Mr K Jhunjhunwala Independent Non-Executive
Chartered Accountant
4 3
Mr S N Shenwai Non Independent Executive Director
Service 3 -
Mrs Silpi Chakraborty Independent Non-Executive
Professional 3 3
Resigned as members of the Committee wef 29th May 2014 Resigned as members of the Committee wef 14th July 2014 Appointed as member of the Committee wef 29th May 2014 Appointed as member of the Committee wef 14th July 2014 Members present at the meeting elect one of themselves as Chairman of the Meeting
vi) During the year 2014-15 4 (Four) meetings of the Audit Committee were held and the gap between two meetings did not exceed four months The dates of the meetings are following 29052014 12082014 12112014 and 11022015
4 Nomination and Remuneration Committee i) The Nomination and Remuneration Committee was re-organised during the year as per the provisions
of the act and Clause 49 of the Listing Agreement
ii) The Nomination and Remuneration Committee was formed with a view to reviewing and making recommendations on annual salaries performance commissions perquisite and other employment conditions of ExecutiveWhole-time Directors and other Executives and Officials The Committee also takes into consideration remuneration practices followed by leading companies as well as information provided by reputed consultants while determining the overall remuneration package
iii) The composition and attendance of the members at the Meetings of Remuneration Committee during the year 2014-15 were as under
Name Category Number of Meetings during the Financial year 2014-15
Held Attended
Mr K Jhunjhunwala Independent Non-Executive 4 3
Mr A G Bhatnagar Non Independent Non-Executive 1 ndash
Mr S C Majumder Non Independent Non-Executive 1 1
Mrs Silpi Chakraborty Independent Non-Executive 3 3
Mr T C Jain Non Independent Non-Executive ndash ndash
Resigned as member of the committee wef 29th May 2014 Resigned as member of the committee wef 14th July 2014 Appointed as member of the committee wef 14th July 2014 Appointed as member of the committee wef 31st March 2015 Members present at the meeting elect one of themselves as Chairman of the Meeting
During the year 2014-15 4 (four) Meetings of the Nomination and Remuneration Committee were held on the following dates 29052014 12082014 12112014 and 11022015
Annual Report 2015 31
UNIWORTH
UNIWORTHLIMITED
iv) Remuneration of Directors Details of remuneration paid payable to Directors for the year ended 31st March 2015 are as follows (Amount in Rs)
Name of Directors Board Meeting
Audit Committee
Meeting
Commission Total
Mr K Jhunjhunwala 10000 6000 ndash 16000
Mr S C Majumder 2000 2000 ndash 4000
Mrs Silpi Chakraborty 8000 6000 ndash 14000
Mr T C Jain ndash ndash ndash ndash
Mr Sanjeev Saxena ndash ndash ndash ndash
Resigned as member of the committee wef 14th July 2014 Appointed as member of the committee wef 14th July 2014 Appointed as member of the committee wef 31st March 2015
vi) Details of Remuneration paidpayable to Executive Directors Remuneration for the year ended 31st March 2015 is as follows
(Amount in lacs)
Name of Director Salary Allowance Perquisites Total
Mr S C Kalra 079 019 303 401
Mr SN Shenwai 600 209 064 873 Mr S C Kalra resigned as Executive Director of the Company wef 29th May 2014
Mr S N Shenwai appointed as Executive Director of the Company wef 29th May 20145 Stakeholders Relationship Committee i) As per the applicable provisions of Section 178 of the companies Act 2013 and Clause 49 of the
Listing Agreement the nomenclature Share Transfer cum Investor Grievance Committee was renamed as Stakeholders Relationship Committee
ii) The Stakeholders Relationship Committee look into the redressal of complaints of investors such as transfer or credit of shares non-receipt of dividend notices annual reports etc
iii) During the year two meetings of the Stakeholder Relationship committee was held on 16062014 and 16122014
iv) The composition and attendance of the members in the following Committee Meetings during the year 2014-15 were as under
Name Number of meetings during the financial year 2014-15
Held Attended
Mr K Jhunjhunwala 2 2
Mr A G Bhatnagar ndash ndash
Mr S C Kalra ndash ndash
Mr S N Shenwai ndash ndash
Mr S C Majumder 1 1
Mrs Silpi Chakraborty 1 1
Mr Tara Chand Jain ndash ndash
Resigned as members of the committee wef 29th May 2014
Uniworth Limited32
UNIWORTH
UNIWORTHLIMITED
Appointed as member of the committee wef 29th May 2014 Resigned as member of the committee wef 14th July 2014 Appointed as member of the committee wef 14th July 2014 Appointed as member of the committee wef 31st March 2015 Members present at the meeting elect one of themselves as Chairman of the Meeting
v) During the year 2014-15 16 (Sixteen) Meetings regarding Share Transfer were held on the following dates 16062014 15072014 29082014 05092014 18092014 30092014 16102014 31102014 14112014 28112014 16122014 12012015 30012015 17022015 27022015 and 16032015
vi) Share Transfers
bull All Shares have been transferred and returned within the prescribed period so long as the documents have been in order in all respects
bull Total number of Equity Shares transferred during the relevant period was 11730
vii) Compliance Officer
Mr S N Shenwai Executive Director is the Compliance Officer of the Company and his contact details are given below
Mr S N Shenwai Executive Director Uniworth Limited ldquoGREEN ACRESrdquo 2 Nazar Ali Lane Flat- 4A Kolkata ndash 700 019 Phone (033) 40061301
viii) Status of Investor Complaints
Complaints received from Shareholders have been mostly cleared within the financial year The complaints are generally replied to within 10-15 days from their lodging with the Company
No of Complaints received from the Investors (including brought forward) 18
No of Complaints resolved 17
Complaints pending as on 31st March 2015 1
No of Share Transfers pending for approval as on 31st March 2015 NIL
6 General Body Meetings i) Annual General Meeting
The location and time of the Annual General Meetings held during the last 3 years is as follows
Annual General Meeting (AGM) Date Time Venue No of Special
Resolutions passed
24th Annual General Meeting 28092012 1030 AM Science CitySeminar HallJBS Haldane AvenueKolkata ndash 700 046
ndash
25th Annual General Meeting 26092013 1030 AM Science CitySeminar HallJBS Haldane AvenueKolkata ndash 700 046
ndash
Annual Report 2015 33
UNIWORTH
UNIWORTHLIMITED
26th Annual General Meeting 26092014 1030 AM Science CitySeminar HallJBS Haldane AvenueKolkata ndash 700 046
ndash
ii) The Special Resolutions if any are usually passed on show of hands and mostly unanimously
iii) No Postal Ballot were used in last year The Company does not have any proposal for Postal Ballot at present
7 Disclosures a) Related Party transactions have been disclosed under Note No 27 to the accounts for year under
review and it is not conflict with the interest of the Company
b) The Company has complied with all the mandatory requirements of clause 49 of the listing agreements with the Stock Exchanges as well as regulations and guidelines of SEBI wherever applicable
c) No transaction of material nature has been entered into by the Company with the Directors or Promoters or Management and their relatives their subsidiaries etc that may have a potential conflict with the interest of the Company at large The Register of Contracts in which Directors are interested was placed before the Board regularly
d) The Company has in place an Employee Concern (Whistle Blower) No personnel has been denied access to the Audit Committee to lodge their Grievances
e) No penalties or strictures have been imposed on the Company by the Stock Exchange or SEBI or any statutory authority on any matter related to capital markets during the last three years as all requirements were complied with
f) All mandatory requirements have been appropriately complied
g) Resume and other information of the Directors proposed to be appointedre-appointed (including those retiring by rotation) at the ensuing annual General Meeting are given in the Notice relating thereto to the shareholders
h) No presentation were made to Institutional Investors and Analysts during the year
i) The Company does not have any subsidiary
j) Your Company has followed all relevant Accounting Standards while preparing the Financial Statements
k) Particulars of Equity Shares of the Company held by Non-Executive Directors (both own or held byfor other person on a beneficial basis) are as follows
Name of Directors Number of Equity Shares heldMrs Silpi Chakraborty 700
Mr Sanjeev Saxena 600
l) Risk Management
A comprehensive risk management policy for the purpose of management policy in the Company for periodical review by the Board of Directors has formulated In addition Risk Management issues are generally discussed in the Audit Committee
m) CEOCFO Certification The ExecutiveWhole-time Director and Chief Financial Officer who are also heading the finance
function have confirmed to the Board that
(a) They have reviewed financial statements and the cash flow statement for the year and that to the best of their knowledge and belief
(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
Uniworth Limited34
UNIWORTH
UNIWORTHLIMITED
(ii) these statements together present a true and fair view of the companyrsquos affairs and are in compliance with existing accounting standards applicable laws and regulations
(b) There are to the best of their knowledge and belief no transactions entered into by the company during the year which are fraudulent illegal or violative of the companyrsquos code of conduct
(c) They accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of the internal control systems of the company pertaining to financial reporting and they have disclosed to the auditors and the Audit Committee deficiencies in the design or operation of internal controls if any of which they are aware and the steps they have taken or propose to take to rectify these deficiencies
(d) They have indicated to the Auditors and the Audit Committee
(i) that there have been no significant changes in internal control over financial reporting during the year
(ii) that there have been no significant changes in accounting policies during the year and
(iii) that there are no instances of significant fraud of which they have become aware and the involvement therein if any of the management or an employee having a significant role in the companyrsquos internal control system over financial reporting
n) Brief Profile and other informationrsquos of the Directors proposed to be appointed re-appointed (including those retiring by rotation) at the ensuing Annual General Meeting are given in the Notice relating thereto the shareholders
8 Means of Communication a) The Annual Half yearly and Quarterly Results are Electronically transmitted to the Stock Exchanges in
accordance with the Listing Agreement and are uploaded on the Companyrsquos Website wwwuniworthcom also the same are being published in an English Newspaper namely the Echo of India Kolkata and Arthik Lipi alongwith Dainik Lipi Bengali leading Newspapers
b) Management Discussion amp Analysis Report is forming a part of the Annual Report
9 General Shareholder Information a) Annual General Meeting - Date and Time 29th September 2015 at 1030 AM
- Venue Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046
b) Financial Calendar (Tentative and subject to change)
Financial reporting for
- the Quarter ending 30th June 2015 2nd week of August 2015 - the Quarter and Half Year ending 30th September 2015 2nd week of November 2015 - the Quarter ending 31st December 2014 2nd week of February 2016 - Year ending 31st March 2016 4th week of May 2016
c) Date of Book Closure 23rd September 2015 to 29th September 2015
d) Dividend Payment Date NA
e) Registered Office ldquoGREEN ACRESrdquo 2 Nazar Ali Lane Flatndash 4A Kolkata ndash 700 019
f) Listing on Stock Exchanges The Equity Shares of the Company are listed on the following Stock Exchanges
Annual Report 2015 35
UNIWORTH
UNIWORTHLIMITED
Code No The Calcutta Stock Exchange Ltd (CSE) 10033010
BSE Limited (BSE) 514144
Listing fees for the Financial Year 2015-2016 have been paid
g) Corporate Identity No (CIN) of the Company L17299WB1988PLC044984
h) Stock Market Data
1 The Calcutta Stock Exchange Ltd There has been no trading during the year 2 BSE Limited
Month amp Year High (`) Low (`) Monthly Volume(No of Equity Shares)
April 2014 096 058 64744May 2014 096 083 52417June 2014 101 080 32394July 2014 111 084 47313August 2014 165 084 39696September 2014 218 138 154526October 2014 330 215 125576November 2014 309 212 64128December 2014 246 162 33765January 2015 187 146 26982February 2015 153 111 36842March 2015 118 082 16397
i) Registrar and Transfer Agents Ms C B MANAGEMENT SERVICES (P) LIMITED P-22 Bondel Road Kolkata ndash 700 019 Phone No (033) 4011 6700671167186723 Fax No (033) 40116739 E-mail rtacbmslcom
(j) (1) Distribution of Shareholding as on 31st March 2015
Slab of Equity Shares held
No of Shareholders No of Equity Shares
1- 500 79783 9388 11250631 3310501 ndash 1000 3045 358 2260412 6651001 ndash 2000 1273 150 1801305 5302001 ndash 3000 386 045 959785 2823001 ndash 4000 169 020 597378 176
Uniworth Limited36
UNIWORTH
UNIWORTHLIMITED
4001 ndash 5000 104 012 481868 1425001-10000 137 016 922783 27210001-Above 89 011 15712081 4623Total 84986 10000 33986243 10000
(2) Categories of Shareholders as on 31st March 2015
Categories Number of Equity Shares Amount in (Rs)
Promoters Directors Relatives and Associated Companies
13032815 130328150 3835
Financial Institutions Govt Companies 802153 8021530 236Mutual Funds UTI 23230 232300 007Banks 28032 280320 008Foreign Institutional Investors 4300 43000 001Non ndash Resident Indians 101404 1014040 030Other Bodies Corporate 816054 8160540 240Public 19178255 191782550 5643Total 33986243 339862430 10000
k) Dematerialization of Shares and Liquidity 11710589 Equity Shares (3446 of Total Shares) are in the Dematerialised Form as on 31st March
2015
At present the Companyrsquos Shares are compulsorily traded in Dematerialised Form as per notification issued by the Securities and Exchange Board of India (SEBI) The ISIN allotted for the Equity Shares of the Company is INE207A01013
l) Share Transfer System To expedite the Share Transfer process in the Physical segment authority has been delegated to the
ldquoStakeholder Relationship Committeerdquo Share transfertransmissions approved by the Committee are placed at the Board Meeting from time to time
m) Outstanding GDRsADRsWarrants Not Applicable
n) Plant Location 1) Urla Growth Centre Raipur Chattisgarh
2) Amriti Malda West Bengal
o) Investor Correspondence S N Shenwai Uniworth Limited
ldquoGREEN ACRESrdquo 2 Nazar Ali Lane Flat- 4A Kolkata ndash 700 019 Phone (033) 40061301 Website wwwuniworthcom
Annual Report 2015 37
UNIWORTH
UNIWORTHLIMITED
DISCLOSURE OF CODE OF CONDUCTAnnual Certificate under Clause 49 (II) (E) of Listing Agreement with Stock Exchanges
DECLARATIONAs required under Clause 49 (II) (E) of the Listing Agreement with the Stock Exchanges I hereby declare that all the Board Members and Senior Management Personnel ie employees in the grades of General Manager and above of the Company have complied with the Code of Conduct of the Company for Financial Year ended 31st March 2015
Place Kolkata S N ShenwaiDate 29052015 Executive Director
AUDITORSrsquo CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT TO THE MEMBERS OF UNIWORTH LIMITED
TO THE MEMBERS OF UNIWORTH LIMITED
We have examined the compliance of conditions of Corporate Governance by Uniworth Limited (ldquothe Companyrdquo) for the year ended 31st March 2015 as stipulated in clause 49 of the Listing Agreements of the Company entered into with Stock Exchanges
The compliance of conditions of Corporate Governance is the responsibility of the management Our examination was limited to a review of the procedures and implementation thereof adopted by the company for ensuring the compliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company
In our opinion and to the best of our information and according to the explanation given to us and the representations made by the Directors and the management we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above- mentioned Listing Agreement
We state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency of the effectiveness with which the management has conducted the affairs of the Company
For S S KOTHARI amp COChartered Accountants
Firm Registration No 302034EA DATTA
Place Kolkata PartnerDate 29th May 2015 Membership No 005634
Uniworth Limited38
UNIWORTH
UNIWORTHLIMITED
INDEPENDENT AUDITORSrsquo REPORT To the Members ofUNIWORTH LIMITEDReport on the Financial Statements
We have audited the accompanying Financial Statements of UNIWORTH LIMITED (ldquothe Companyrdquo) which comprise the Balance Sheet as at 31st March 2015 the Statement of Profit and Loss the Cash Flow Statement and a summary of the Significant Accounting Policies and other explanatory information for the year then ended
Managementrsquos Responsibility for the Financial Statements
The Companyrsquos Board of Directors is responsible for the matters stated in Section 134(5) of the Companies act 2013 (ldquothe Actrdquo) with respect to the preparation of these Financial Statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes 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 frauds and other irregularities selection and application of appropriate accounting policies making judgements and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditorrsquos Responsibility
Our responsibility is to express an opinion on these Financial Statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements The procedures selected depend on the auditorrsquos judgement including assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companyrsquos preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyrsquos Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the Financial Statements
Basis for Qualified Opinion
1 Footnote (i) to Note No 23 regarding interest provision on borrowings from some of the institutions and banks which has been made in the financial statements under simple interest method at the prevailing estimated rates applicable on such loans in absence of relevant documentsconfirmations as a result of which impact of compound interestpenal charges wherever applicable having not been ascertained as well as the note therein regarding the matter of dispute between the Company and the BankersCreditors in connection with charging of interest payment and payment of principal
2 Footnote No (ii) to Note No 23 regarding non-provision of Interest on certain loans and the impact of the non-provision is not presently ascertainable
Annual Report 2015 39
UNIWORTH
UNIWORTHLIMITED
3 Footnote No 4 (i) (ii) and (iii) of Note No 15 regarding overdue Export Bills amounting to ` 3178731 lacs outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
4 Footnote 1 of 17 regarding Claims Receivable amounting to ` 68936 lacs due from various banks outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
5 Footnote 3 of Note No 17 regarding advance of ` 314473 lacs due from certain parties which in our opinion are considered doubtful of recovery against which adequate provision has not been made
6 Footnote 3 of Note No 16 relating to non-accounting of withdrawals other transactions from certain Bank accounts during the year due to reasons stated on the said Note 16 (3)
7 Note No 30 regarding non-compliance of Accounting Standard (AS) 6 Depreciation Accounting due to non-adoption of Schedule ndash II of the Companies Act 2013 and also non-compliance of mandatory Accounting Policy for Depreciation required to be followed by the Company due to reasons stated in the said Note
8 In absence of any workings for impairment of assets as per Accounting Standard (AS) 28 Impairment of Assets the impact of such impairment is not ascertainable
9 Non-provision non-compliance of Items indicated in (1) to (8) above constitute a departure from the Accounting Standards referred to in Section 133 of the Act Without considering Item Nos (1) (2) (6) (7) and (8) above whose impact on the Companyrsquos Statement of Profit and Loss is presently non-ascertainable had the provisions indicated in Item Nos (3) to (5) been made
(i) the Loss for the year would have increased by ` 3562140 lacs
(ii) Trade Receivables would have decreased by ` 3178731 lacs
(iii) Short Term Loans and Advances would decreased by ` 383409 lacs
(iv) The Shareholdersrsquo Fund would have been lower by ` 3562140 lacs
Qualified Opinion
In our opinion and to the best of our information and according to the explanations given to us except for the like effects of the matters described in the Basis for Qualified Opinion paragraph above the aforesaid Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2015 and its loss and its cash flows for the year ended on that date
Emphasis of Matters
We draw your attention to the following matters in the Notes to the Financial Statements
1 Following Notes to the Financial Statements describe the uncertainty related to the outcome of the lawsuits other legal matters and matters under settlements indicated therein
(a) Footnote (2) to Note No 4 regarding legal issues following securitization of Secured Loans as stated in the said Note
(b) Footnote (2) of Note No 15 regarding pending adjustments of Sundry Debtors against supplies and other liabilities etc due to the buyers In absence of final settlement with the parties and non-receipt of necessary approval from concerned regulatory authority extent of the amount of adjustments so required could not be ascertained
(c) Footnote to Note No 6 regarding estimated amount of ` 872228 lacs provided during the year 2002-03 as sales claims and commissions relating to earlier years from overseas customers of the Company which is pending for final settlement Necessary adjustments for such claims and commissions will be made after final settlement and obtaining necessary approval from the concerned regulatory authority
Uniworth Limited40
UNIWORTH
UNIWORTHLIMITED
(d) Footnote 1 of Note No 15 and Footnote 2 of Note No 17 regarding Debtors and Advances amounting to ` 145362 lacs and ` 138719 lacs respectively relating to Companies which have become Sick and referred to BIFR under the Sick Industrial Companies (Special Provisions) Act 1985 As the rehabilitation scheme of these companies are pending finalisation the amount of provision if any which may be required remain unascertainable
(e) Note No 32 regarding legal recourse taken by certain banks and financial institutions for recovery of their dues and the matter is sub-judice as stated in the said Note
(f) Note No 33 regarding non-compliance of certain technical formalities due to which transfer of certain borrowing facilities to a body corporate could not be made
(g) Note No 34 regarding applications made by the Company with the Reserve Bank of India from time to time for extension setting off of certain overdue bills
(h) Note No 35 regarding Debit Note sent by a body corporate in an earlier year for unilateral transfer back of all assets not taken into cognizance by the Company in preparing these Financial Statements as stated in the said Note
(i) Note No 38 regarding claims filed by a body corporate for ` 21625 lacs for non-fulfilment of clauses of the agreement relating to transfer of Nagpur Unit to them outcome of which would eventually arise on finalisation of suit
(j) Matters disclosed in Note No 19 relating to Entry Tax CentralCommercial Sales Tax Demands Customs Demands Professional TaxLabour CasesWater Cess Electricity Duty etc disclosed under Contingent Liabilities which are contested by the Company and pending before various forums authorities for final decisions
2 Note No 4 (Footnote 4) Note No 7 (Footnote) and Note No 16 (Footnote 1) to the financial statements regarding non-receipt of confirmations in respect of borrowings from banksFinancial Institutions and also debit balances in certain current accounts with banks due to restructuring being in progress book balances thereof have been relied upon
3 Note No 27 (d) regarding balance with a related party under reconciliation
4 Footnote 2 amp 3 of Note No 4 to the financial statements regarding preparation of these financial statements on Going Concern basis for the reasons stated therein as also the fact that the Company has accumulated losses and its net worth has been fully eroded Further the Company has incurred net loss during the current and previous years and the Companyrsquos current liabilities exceeded its current assets as at the Balance Sheet date These conditions along with other matters set forth in Notes to Financial Statements indicate the existence of a material uncertainty that may cast significant doubt about the Companyrsquos ability to continue as a going concern
Our opinion is not modified in respect of these matters
Report on Other Legal and Regulatory Requirements
i) As required by the Companies (Auditorrsquos Report) Order 2015 issued by the Central Government in terms of Sub-section (11) of Section 143 of the Act we enclose in the Annexure a statement on the matters specified in the said Order to the extent applicable to the Company
ii) As required by Section 143(3) of the Act we report that
a) We have sought and except for the matters described in the Basis for Qualified Opinion paragraph obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit
b) Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph above in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books
Annual Report 2015 41
UNIWORTH
UNIWORTHLIMITED
c) The Balance Sheet Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph in our opinion the Balance Sheet Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014
e) The matters described in the Basis for Qualified Opinion paragraph above in our opinion may have an adverse effect on the functioning of the Company
f) The matters described in sub-paragraph (1) under the Emphasis of Matters paragraph above in our opinion may have an adverse effect on the functioning of the Company
g) On the basis of written representations received from the Directors as on 31st March 2015 taken on record by the Board of Directors none of the Director is disqualified as on 31st March 2015 from being appointed as a director in terms of Section 164(2) of the Act
h) With respect to the other matters to be included in the Auditorrsquos Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion and to the best of our information and according to the explanations given to us
i The Company has disclosed the impact of pending litigations on its financial position wherever ascertainable
ii The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable loss
iii The Company has not transferred any amount to Investor Education and Protection Fund (Refer to Footnote No 1 to Note No4)
For S S KOTHARI amp COChartered Accountants
Firm Registration No 302034E
A DATTAPlace Kolkata PartnerDate 29th May 2015 Membership No 005634
Uniworth Limited42
UNIWORTH
UNIWORTHLIMITED
ANNEXURE TO THE AUDITORSrsquo REPORTThe Annexure referred to in our report to the members of UNIWORTH LIMITED the year ended 31ST March 2015
(i) (a) Whether the company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets
(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets However the updation of such records particularly with reference to estimated useful life of each asset is in process
(b) Whether these fixed assets have been physically verified by the management at reasonable intervals whether any material discrepancies were noticed on such verification and if so whether the same have been properly dealt with in the books of account
(b) The physical verification of fixed assets as stated by the management has been conducted by the Management during the year wherever practicable and the reconciliation of the quantities with the book records in progress The discrepancies if any would be adjusted on completion of reconciliation updation of records as stated above
(ii) (a) Whether physical verification of inventory has been conducted at reasonable intervals by the management
(ii) (a) Inventories of Raw Materials Finished Goods Work in Progress and Stores amp Spares have been physically verified at reasonable intervals by the Company except Finished Goods of Rs 1840 Lacs lying with third parties and Rs 11551 Lacs under seizure of the Excise Department
(b) Are the procedures of physical verification of inventory followed by the management reasonable and adequate in relation to the size of the company and the nature of its business If not the inadequacies in such procedures should be reported
(b) The procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business
(c) Whether the company is maintaining proper records of inventory and whether any material discrepancies were noticed on physical verification and if so whether the same have been properly dealt with in the books of account
(c) On the basis of our examination of the records of inventories we are of the opinion that the Company is maintaining proper records of inventories The discrepancies noticed on verification between physical stocks and the book records which were not material have been properly dealt with in the books of account
Annual Report 2015 43
UNIWORTH
UNIWORTHLIMITED
(iii) Whether the company has granted any loans secured or unsecured to companies firms or other parties covered in the register maintained under section 189 of the Companies Act If so
(iii) The Company has not granted any loan secured or unsecured during the year to any company firm or other party covered in the register maintained under section 189 of the Companies Act 2013
In this regard we have relied upon the entries recorded in the register maintained under section 189 of the Act
(a) Whether receipt of the principal amount and interest are also regular and
(b) If overdue amount is more than rupees one lakh whether reasonable steps have been taken by the company for recovery of the principal and interest
(iv) Is there an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services Whether there is a continuing failure to correct major weaknesses in internal control system
(iv) In our opinion and according to the information and explanations given to us there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchases of inventory and fixed assets and for the sale of goods During the course of our audit no major weakness has been noticed in the internal control system nor have there been any continuing failure on the part of the Company to correct any major weakness
(v) In case the company has accepted deposits whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under where applicable have been complied with If not the nature of contraventions should be stated If an order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal whether the same has been complied with or not
(v) The Company has not accepted any deposit from the public within the meaning of sections 73 to 76 or any other relevant provisions of the Companies Act 2013
(vi) Where maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act whether such accounts and records have been made and maintained
(vi) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under sub-section (1) of section 148 of the Companies Act 2013 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained However we have not made a detailed examination of the records with a view to determine whether they are accurate or complete
Uniworth Limited44
UNIWORTH
UNIWORTHLIMITED
(vii) (a) Is the company regular in depositing undisputed statutory dues including provident fund employeesrsquo state insurance income-tax sales-tax wealth tax service tax duty of customs duty of excise value added tax cess and any other statutory dues with the appropriate authorities and if not the extent of the arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable shall be indicated by the auditor
(vii) (a) According to the records of the Company the Company has been generally regular in depositing during the year with appropriate authorities undisputed statutory dues including provident fund employeesrsquo state insurance income tax sales tax wealth tax service tax customs duty excise duty value added tax cess and any other statutory dues where applicable except in the following cases which are outstanding for a period of more than six months from the date they became payable
VAT ` 680 lacs
Central Sales Tax ` 3654 lacs
Service tax ` 4281 lacs
Entry Tax ` 080 lacs(b) In case dues of income tax or sales tax or
wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute then the amounts involved and the forum where dispute is pending shall be mentioned (A mere representation to the concerned Department shall not constitute a dispute)
(b) According to the records of the Company following statutory dues have not been deposited by the Company on account of disputes
Nature of dues
Amount(` inLacs)
Period since when
Forum
Entry Tax 5711 1997-98 Appeal with Commissioner of Commercial Tax
Excise Duty 864 Prior to 2000 Under Appeal with CESTAT New Delhi
Electricity Duty amp Cess
1857 2005 Writ Petition before Bilaspur High Court
(c) Whether the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time
(c) The Company has not transferred any amount to Investor Education and Protection Fund [Refer to Footnote (1) to Note No 4 (a) ]
(viii) Whether in case of a company which has been registered for a period not less than five years its accumulated losses at the end of the financial year are not less than fifty per cent of its net worth and whether it has incurred cash losses in such financial year and in the immediately preceding financial year
(viii) The accumulated losses of the Company at the end of the financial year have exceeded its net worth and also the Company has incurred cash losses in the current financial year and in the immediately preceding financial year
Annual Report 2015 45
UNIWORTH
UNIWORTHLIMITED
(ix) Whether the company has defaulted in repayment of dues to a financial institution or bank or debenture holders If yes the period and amount of default to be reported
(ix) The Company has defaulted in repayment of dues to financial institutions banks and debenture holders as under
(a) As per Original Agreement all the following Term Loans have become due for repayments However the Companyrsquos negotiations with the term lenders for rescheduling restructuring is in process
Nature of Financial Assistance
Amount (` in lacs)
Period of Default
a) Term Loani) Financial Institution Not Ascertainable
Principal 2117209Interest 1068697
ii) Bank Not AscertainablePrincipal 3758542Interest 5508741
b) DebentureNov-convertible Part C Redeemable Debenture
Principal 190062Interest 19695
Also refer to Note No 4
(x) Whether the company has given any guarantee for loans taken by others from bank or financial institutions the terms and conditions whereof are prejudicial to the interest of the company
(x) The Company has given guarantee for loans taken by Other Company others from bank or financial institution and the related terms and conditions are not prejudicial to the interest of the Company
(xi) Whether term loans were applied for the purpose for which the loans were obtained
(xi) Based on the information and explanations given to us by the Management no Term Loan was obtained by the Company during the year
(xii) Whether any fraud on or by the company has been noticed or reported during the year If yes the nature and the amount involved is to be indicated
(xii) Based upon the audit procedures performed during the course of our audit and information and explanations given by the Management we report that no fraud on or by the Company has been noticed or reported during the year
For S S KOTHARI amp COChartered Accountants
Firm Registration No 302034E
A DATTAPlace Kolkata PartnerDate 29th May 2015 Membership No 005634
Uniworth Limited46
UNIWORTH
UNIWORTHLIMITED
Particulars Note No As at 31032015
As at 31032014
I EQUITY AND LIABILITIES 1 Shareholders Fund
a) Share Capital 2 399862 399862 b) Reserves and Surplus 3 (9551249) (9151387) (9086744) (8686882)
2 Non-Current Liabilitiesa) Long Term Borrowings 4 - - b) Other Long Term Liabilities 5 227675 214963 c) Long Term Provisions 6 919008 1146683 909815 1124778
3 Current Liabilitiesa) Short Term Borrowings 7 2888541 2888676 b) Trade Payables 8 3367901 3114249 c) Other Current Liabilities 9 10578553 10028310 d) Short Term Provisions 10 3729 16838724 2397 16033632
Grand Total 8834020 8471528 II ASSETS
1 Non-Current Assetsa) Fixed Assets 11
i) Tangible Assets 378887 420957 ii) Capital Work in Progress 5468 7774
b) Non-Current Investments 12 300067 300067 c) Long Term Loans and Advances 13 79596 764018 73612 802410
2 Current Assetsa) Inventories 14 363263 398178 b) Trade Receivables 15 6443072 6042724 c) Cash and Cash Equivalent 16 25352 17946 d) Short Term Loans and Advances 17 643478 615433 e) Other Current Assets 18 594837 8070002 594837 7669118
Grand Total 8834020 8471528 Significant Accounting Policies 1Other Disclosures 25 - 40
Accompanying Notes are an integral part of the Financial StatementsThis is the Balance Sheet referred to in our Report of even date
BALANCE SHEET AS AT 31ST MARCH 2015 (` in 000rsquos)
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Annual Report 2015 47
UNIWORTH
UNIWORTHLIMITED
Particulars NoteNo
For the year ended31032015
For the year ended31032014
I Revenue from OperationsSale of products 1357763 1155975 Less Excise Duty - - Net Turnover 1357763 1155975
II Other Income 20 33895 235313 III Total Revenue (I + II) 1391658 1391288 IV Expenses
Cost of Materials Consumed 21 652552 724694 Purchases of Stock in Trade 33333 313 Changes in Inventories of Finished Goods Work in Progress amp Stock in Trade 22 14347 (8299)
Employees Benefits 25 151140 139783 Finance Cost 23 536119 536116 Depreciation and Amortisation 25 42727 42824 Other Expenses 24 424306 1854524 406500 1841931 Total Expenses 1854524 1841931
V Profit before tax (462866) (450643)VI Extra Ordinary Item 25 1639 1639 VII Profit before tax after Extra Ordinary
Items (464505) (452282)
VIII Tax Expenses - - IX Profit (Loss) for the period (464505) (452282)X Earnings Per Equity Share
i) Basic (1367) (1331)ii) Diluted (1367) (1331)
Significant Accounting Policies 1Other Disclosures 25 - 40
Accompanying Notes are an integral part of the Financial StatementsThis is the Statement of Profit amp Loss referred to in our Report of even date
STATEMENT OF PROFIT amp LOSS FOR THE YEAR ENDED 31ST MARCH 2015 (` in 000rsquos)
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Uniworth Limited48
UNIWORTH
UNIWORTHLIMITED
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2015 (` in 000rsquos)
Particulars 31032015 31032014A Cash Flow from Operating Activities
Net Profit (Loss) before Tax (464505) (452282)Adjustments For Depreciation and amortisation expense 42727 42824 Exceptional Items 1639 1639 Interest Income (2700) (2299)Dividend Received - (2)Net (Gain)Loss on foreign exchange (26043) (114085)Finance Cost 536119 536116 Sundry Balances w_off 152 - Unspent Liabilities Written Back - (9895)Operating Profit before Working Capital Changes 87389 2017 Adjustments For Increase(Decrease) in Other Long Term Liabilities 12712 20646 Increase(Decrease) in Long Term Provisions 9194 9106 Increase(Decrease) in Short Term Provisions 1332 (2926)Increase(Decrease) in Trade Payables 253652 158899 Increase(Decrease) in Other Current Liabilities 550241 602658 Decrease(Increase) in Non-Current Investment - - Decrease(Increase) in Long Term Loans amp Advances (5984) 1518 Decrease(Increase) in Other Non-Current Assets - - Decrease(Increase) in Inventories 34916 (26068)Decrease(Increase) in Trade Receivables (400348) (331229)Decrease(Increase) in Short Term Loans amp Advances (28198) (20496)Decrease(Increase) in Other Current Assets - (1)Cash Generated from (used in) Operating Activities 514906 414124 Tax Expense - - Net Cash Flow from(used in) Operating Activities (A) 514906 414124
B Cash Flow from Investing Activities Interest Income 2700 2299 Dividend Income - 2 Proceeds from sale of Non-Current Investments - - Addition to Tangible Fixed Assets 1408 1295 Addition to Intangible Fixed Assets - - Sale of Tangible Fixed Assets 241 5 Net Cash flow from(used in) Investing activities ( B ) 4348 3601
Annual Report 2015 49
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos)
Particulars 31032015 31032014C Cash Flow from Financing Activities
Proceeds from Equity Shares - - Repayment from Long term Borrowings - - Proceeds from Short term Borrowings (134) (1)Exceptional Items (1639) (1639)Net Gain on foreign exchange 26043 114085 Interest Expense (536119) (536116)Net Cash Flow from Financing Activities ( C ) (511849) (423671)Net Increase ( Decrease ) in Cash amp Cash Equivalents ( A+B+C ) 7406 (5947)Closing Balance of Cash amp cash Equivalents 25352 17946 Opening Balance of Cash amp cash Equivalents 17946 23893 Net Increase ( Decrease ) in Cash amp Cash Equivalents 7406 (5947)
Notes 1 The above Cash Flow Statement has been prepared under the ldquoIndirect Methodrdquo as set out in Accounting
Standard -3 on Cash Flow Statement notified under the Companies (Accounting Standards) Rules 20062 Addition to Fixed Assets include movement of Capital Work in Progress during the year3 Proceeds from Long term Borrowings are shown net of repayments 4 Figures in brackets represent cash outflow from respective activities 5 Cash amp cash Equivalents do not include any amount which is not available to the Company for its use6 As breakup of Cash amp cash equivalents is also available in Note No16 reconciliaton of items of Cash amp
cash equivalents as per Cash Flow Statement with the equivalent items reported in the Balance Sheet is not required
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Uniworth Limited50
UNIWORTH
UNIWORTHLIMITED
1 SIGNICANT ACCOUNTING POLICIES A BASIS OF PREPARATION The Financial Statements have been prepared to comply in material respects with the Accounting
Principles generally accepted in India including mandatory Accounting Standards specified under Section 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014 under the historical cost convention and on accrual basis The Accounting Policies in all material respect have been consistently applied by the Company and are consistent with those used in previous year
B TANGIBLE ASSETS Tangible Assets are stated at cost including pre-operative expenses amp borrowing cost allocated to
qualifying assets in proportion to costs thereof C IMPAIREMENT OF ASSETS An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value An
impairement loss is charged to the profit and loss account in the year in which an asset is identified as impaired The impairement loss recognised in prior accounting period is reversed if there has been a change in the estimate of recoverable amount
D CAPITAL WORK IN PROGRESS Stated at Cost E DEPRECIATION a The full value of Leasehold land is amortized over the period of lease b Depreciation on Tangible Assets continues to be provided on straight-line method at the rates
prescribed in erstwhile Schedule ndash XIV of the Companies Act 1956 This is a non-compliance of mandatory Accounting Policy required to be followed by the Company for Depreciation on Tangible Assets in terms of Accounting Standard (AS) 6 Depreciation Accounting
F INVENTORIES Basis of Valuation Raw Material At Cost Stores amp Spare Parts At Weighted Average Cost Work in Process and Finished Goods At Cost or Market Value whichever is lower Cost for this
purpose is determined with reference to cost of materials labour and appropriate overheads
Waste Stock At estimated realizable value except waste of Silk Division used for recycling which is valued at Cost as per past practice
G INVESTMENTS Long Term Investments are stated at cost less provision and write off in cost wherever the management
considers the fall in value to be of permanent in nature H BORROWING COSTS Borrowing costs that are attributable to the acquisition and construction of a qualifying asset are capitalized
as part of cost of that asset Other borrowing costs are recognised as expense in the period in which they are incurred
I EMPLOYMENT BENEFITS i) Short Term Employees Benefits The undiscounted amount of short-term employee benefits expected to be paid in exchange for the
services rendered by employees is recognized during the period when the employee rendered the service This benefit includes salary wages short-term compensatory absences and bonus
NOTES TO THE FINANCIAL STATEMENTS
Annual Report 2015 51
UNIWORTH
UNIWORTHLIMITED
ii) Long Term Employees Benefits a) Defined contribution Short Term Employees Benefits to ESIC (employees State Insurance
Corporation) and Provident Fund Schemes This contribution is recognized during the period in which employee renders service
b) Defined Benefit Scheme For defined benefit scheme the cost of providing benefit is determined using the projected unit credit method with actuarial valuation being carried out at each balance sheet date The retirement benefit obligation recognized in the balance sheet represents the value of defined benefit obligation as reduced by fair value of planned assets Actuarial gain and losses are recognized obligation in full during the period in which they occur
c) Leave encashment is determined on accrual basis J RECOGNITION OF INCOME AND EXPENDITURE Items of Income and Expenditure are recognised on accrual basis K SALES Sales are inclusive of Job Processing charges and exclude Inter Unit transfer claims etc L FOREIGN EXCHANGE TRANSACTIONS a) Assets and Liabilities relating to Foreign Currency outstanding at the year-end are translated at the
year-end rates b) Purchases and Sales are accounted for at average rates of exchange prevailing in the month
immediately preceding the month of transactions and the difference on account of foreign exchange fluctuation on the date of actual paymentrealization are treated as foreign exchange gainloss
M SEGMENT REPORTING The accounting policies adopted for Segment Reporting are in line with the accounting policies of the
company Revenue and Expenses have been identified to Segments on the basis of their relationship to the
operating activities of the segment Revenue and Expenses that relate to the enterprise as a whole and are not allocable to segment on a reasonable basis have been included under ldquoOthersrdquo
N TAXATION Current Tax is determined on the basis of the amount of tax payable under the Income Tax Act 1961
if any Deferred Tax LiabilitiesAssets subject to consideration of prudence are recognized and carried forward only when there is reasonable certainty that sufficient taxable Income will be available against which such Deferred Tax Liabilities Assets can be adjusted
O PROVISIONS AND CONTINGENT LIABILITIES The company recognizes a provision when there is a present obligation as a result of a past event that
probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may but probably will not require an outflow of resources Where there is possible obligation or a present obligation and the likelihood of outflow of resources is remote no provision or disclosure for contingent liability is made Contingent liabilities are generally not provided for in the accounts and are disclosed separately in Notes on Accounts
P EARNING PER SHARE Basic earning per share is calculated by dividing the net profit or loss for the period attributable to
equity shareholders by weighted average number of equity shares outstanding during the period The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for the events such as bonus share other than conversion of potential equity shares that have changed the number of equity shares outstanding without a corresponding change in resources For the purpose of calculating diluted earning per share the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares
NOTES TO THE FINANCIAL STATEMENTS
Uniworth Limited52
UNIWORTH
UNIWORTHLIMITED
NOTES TO THE FINANCIAL STATEMENTS2 Share Capital
Particulars 2014-15 2013-14a) Authorised
40000000 Equity Shares of ` 10- each (Previous Year 40000000 Equity Shares of ` 10- each)
400000 400000
900000013 Non Convertible Cumulative Redeemable Preference Shares of ` 100- each (Previous Year 9000000 Preference Shares of ` 100- Each)
900000 900000
Total 1300000 1300000 b) IssuedSubscribed amp Paid Up
33986243 Equity Shares of ` 10- each (Previous Year 33986243 Equity Shares of ` 10-each)
339862 339862
Preference Shares of ` 100- each (Previous Year 600000 13 Non Convertible Cumulative Redeemable Preference Shares of ` 100- each)
60000 60000
Total 399862 399862
c) Reconciliation of the number of Equity Shares Outstanding
Particulars 2014-15 2013-14Nos Nos Nos Nos
Number of Shares outstanding at the beginning of the year
33986243 33986243
Number of Shares outstanding at the end of the year
33986243 33986243
d) Reconciliation of the number of Preferance Shares Outstanding
Particulars 2014-15 2013-14Nos Nos Nos Nos
Number of Shares outstanding at the beginning of the year
600000 600000
Number of Shares outstanding at the end of the year
600000 600000
e) Shares in the Company held by each Shareholders holding more than
Name of Shareholders Number ofShares held
of Shareheld
Number ofShares held
of Shareheld
Nos Nos Nos NosAviante International Limited 6924975 2038 6924975 2038
f) Rights Preferances and Restrictions attached to Shares Issued
Each Equity Shareholder holding shares of ` 10- each is eligible for one vote per share held and is entitled to dividend when proposed by the Board of Directors subject to the approval of the sharesholders in the Annual General Meeting Each Equity Shares holders is entitled to participate in repayament of Capital on liqudation after all secured creditors have been paid
(` in 000rsquos)
Annual Report 2015 53
UNIWORTH
UNIWORTHLIMITED
Note 13 Non Convertible Cumulative Redeemable Preference Shares have already matured for redemption
completely by 12th December 2002 as per terms of redemtion However no part of this Share Capital amount could be redeemed by the aforesaid date The Company has received during the year 2010-11 a letter from IDBI The holders demanding forthwith the payament of the entire amount due on redemption togathet with the dividends due thereon
However the matter is pending restructuring of loans due to banks and financial institutions
3 Reserve amp Surplus
Particulars As at 31st March 2014
Addition Deduction As at 31st March 2015
a) Capital Reserve-Cpital Subsidy 6030 - - 6030
b) Securities Premium Account 406046 - - 406046
c) Debenture Redemption Reserve 87000 - - 87000
d) SurplusLoss (9585820) (464505) - (10050325)
(9086744) (464505) - (9551249)
4 Long Term Borrowings
Particulars 2014-15 2013-14a) Bonds Debentures
Secured4050990 125 Non Convertible Part-C Debentures of Rs50- each (Previous Year 4050990 Non Convertible Part-C Debentures of ` 50- each)
190060 190062
Less Unpaid Matured Debentures 190060 - 190062 -Terms of repayment Non - Convertible Part - C of the Debentures of ` 50 each Redeemable at par as per the terms of the issue in three equal instalments on 2341999 2342000 amp 2342001Security The debentures together with interest etc are secured by first mortgage and charge on all the companyrsquos immovable and movable assets both present and future and charge on current assets subject to prior charge createdto be created thereon in favour of the Companyrsquos Bankers for securing borrowings for Working Capital Requirements in the ordinary course of business The mortgage and charge referred to above shall rank pari passu with the mortgages and charges created to be created in favour of the Financial Institutions
(` in 000rsquos)
(` in 000rsquos)
Uniworth Limited54
UNIWORTH
UNIWORTHLIMITED
Particulars 2014-15 2013-14b) Term Loan
From Banks Financial InstitutionsSecured Rupee Loan 1893181 1893181
Foreign Currency Loan 1094029 1053602
2987210 2946783
Less Overdue portion of Rupee amp Foreign Currency Loan (Refer Note 9 (d)]
2987210 - 2946783 -
Terms of RepaymentAs per original agreement all the Term Loans have Become due for repaymentHowever the companyrsquos negotiation with term lenderrsquos for the re-schedulingrestructuring is in process
Nature of SecurityThe Term Loan from Financial InstitutionsBanks are secured to be secured by a first mortgage and charge on all the Companyrsquos immovable and moveable assets of the Company both present and future and charge on current assets subject to prior charge created andor to be created thereon to secure borrowings for Working Capital Requirements in the ordinary course of bussiness The mortgage and charge referred to above shall rank pari passu interse
Total - -
Notes 1) The company being a sick industrial undertaking could not redeem debentures amp interest thereof as per
the terms of issue which will be dealt properly in the restructuring scheme Accordingly no transfer has been made to the Account of Investor amp Protection fund
2) Following the declaration of the Company as a Sick Industrial undertaking by the Board for Industrial and Financial Reconstruction (BIFR) vides its Order dated 30012006 in terms of Section 3 (1) (A) of the Sick Industrial Companies (Special Provisions) Act 1985 and also athe appointment of Industrial Development Bank of India as the Operating Agency for preparation of a viability study report to revive the Company Appeals against the said order were preferred by some of the secured lenders as well as the Company before the AppellateAuthority for Industrial amp Financial Reconstruction (AAIFR) The said appeals were taken up and adjudicated and vide its order dated 05122007 AAIFR has remanded the case back to BIFR with a direction to reconsider the earlier references of the company on the basis of its earlier Balance Sheets also During the year 2010-11 in one of the appeals pending before AAIFR and in pursuance of ARCILrsquos application AAIFR has opined that in veiw of the actions taken by ARCIL under Section 13 (4) of SARFAESI Act the reference filed by the Company stood abated in one of the appeals pending before AAIFR under the proviso to Section 15(1) of SICA
Following the reference application filed by the company having stood abated under the proviso to Section 15(1) of SICA ARCIL has asked Indoworth to handover to them the possession of assets of the company covered by the security
(` in 000rsquos)
Annual Report 2015 55
UNIWORTH
UNIWORTHLIMITED
However matter is subjudice in a suit before the Kolkata High Court and necesssary adjustments would be made in the financial statements if required consequent to the final outcome of the proceedings Pending the above the financial statements have been drawn up on Going Concern basis as the Management is of the view that the going concern assumption is not vitiated for the reason as stated above
3) Under the provisions of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) ARCIL has taken over possession of the secured assets of the Companyrsquos plants during the Financial Year 2008-09 and has appointed Indoworth India Ltd as the Custodian of such assets
The Companyrsquos business continued since the aforesaid take over as usual However the matter is subjudice in a suit before the Calcutta High Court and necessary adjustments in the financial statements if required would be made upon final adjudication of the proceedings However these Accounts have been prepared on a Going Concern basis as the Management is of the view that the Going Concern assumption is not vitiated for the reason as stated above
4) The outstanding balance of Term Loans from Financial Institutions and some of the banks are subject to receipt of confirmation statements which couldnot be avialable due to restructuring in progress
5 Other Long Term Liabilities
Particulars 2014-15 2013-14MP Houshing Board 23331 23331
Electricity Duty 18569 18569
Water Charge 756 42656 756 42656
Selling Commission and Claim amp Discount 183317 170586
Security Deposit 850 850
Others 852 871
Total 227675 214963
6 Long Term Provisions
i) Provision for Employees BenefitsGratuity 37826 30090
Leave Encashment 8954 46780 7497 37587
ii) OthersProvision for Commission on Export Bills 325093 325093
Provision for Sales Claim on Export Bills 547135 872228 547135 872228
Total 919008 909815
Notes The final settlement in respect of sales claims amp commissions provided during the year 2002-03 for ` 872228 lacs is still pending amp the necessary adjustment for such claim amp commissions will be made after finalisation on receipt of necessary approval from the concerned regulatory authorities
(` in 000rsquos)
Uniworth Limited56
UNIWORTH
UNIWORTHLIMITED
NOTES TO THE FINANCIAL STATEMENTS7 Short Term Borrowings
Particulars 2014-15 2013-14a) Loan Repayble on Demand
i) From BanksSecured Packing Credit 659787 659787
Foreign Bill Discount 1311299 1971086 1311299 1971086
Unsecured Book Overdraft From Banks 917455 917455
Nature Security The Working Capital from banks are secured to be secured by first charge by way of hypothecation on the Companyrsquos stocks of Raw Materials Consumables stores Semi-finished and Finished Goods and book debts present and future and Second and sub-servient mortgage and charge created to be created on the companyrsquos immovable and movable assets present and future subject to first mortgage and charge created to be created thereon in favour of lenders of Term Loans amp Debentures
b) Deposit UnSecured - 135
Others
Total 2888541 2888676
Note The outstanding balance of borrowings from the banks for Working Capital Loans and Overdraft are subject to receipt confirmationstatements which could not be available due to restructuring being in progress
8 Trade Payable
Particulars 2014-15 2013-14Import
3295172
3022729
Local 72729 91520
Total 3367901 3114249
(` in 000rsquos)
Annual Report 2015 57
UNIWORTH
UNIWORTHLIMITED
Particulars 2014-15 2013-14Note 1) Amount dues to suppliers which are subject to
cnfirmation of the parties2) There are certain cases pending in appropriate
court regarding goods supplied by various creditors which are being disputed by the company Advance given to them will be adjusted once the cases are disposed off and settled
3) The Company has amounts due to suppliers under the MicroSmall and Medium Enterprises Development Act 2006 (MSMED Act) as at 31st Marchrsquo 2015 as under
The Principal amount and Interest due theeon remaining unpaid to any supplier as at the end of the year
138057 11343
The amount of Interest paid in terms of Section 16 along with the amount of the payment made to the supplier beyond the appointed day during the year
- -
The amount of interest due and payble for the period of delay payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under this Act
- -
The amount of Interest accrued and remaining unpaid at the end of the year
- -
The amount of Interest remaining due and payable even in the succeeding yearsuntil such date when the interest dues as above are actualy paid to the small enterprise
- -
The information has been given in respect of the vendors to the extent they could be identified as ldquoMicro and Smallrdquo enterprise on the basis of information available with the Unit of the Company
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Uniworth Limited58
UNIWORTH
UNIWORTHLIMITED
9 Other Current Liabilities
Particulars 2014-15 2013-14a) Current Maturities of Finance Lease Obligations
Lease Rent 551 138
b) Interest Accrued and Due on Borrowings Interest on Debenture 19695 19695
Interest on Term Loan 1203259 1139767
Interest on Working Capital Loan 5374179 4986011
Interest on ARCIL 609386 7206519 524930 6670403
c) Unpaid Debentures and Interest Accrued thereonOver due unpaid matued Debenture - Refer Note 4(a) 190060 190062
d) Other PayablesOver Due portion of long Term Debentures - Refer Note 4(b)
2987210 2946783
Contribution to PF and Other Funds 1683 1633
Salary Wages amp Bonus 8309 7643
Tax Deducted at Sources 1109 856
Taxes amp duties 11676 15055
Leagal amp Professional Expenses -
Audit Fees 266 266
Power amp Fuel 10430 8216
Rent 732 3205
Selling Commission 7272 14485
Claim amp Discount -
Excise Duty 864 852
Liability for Capital Goods 122954 131829
Miscellaneous Liabilities 17267 23620
Advance credit Balance - 994
Advance From Customer 11651 12270
Total 10578553 10028310
10 Short Term Provisions
Particulars 2014-15 2013-14Others 3729 2397
Total 3729 2397
Note Based on the past experience the company has provided ` 3729 lacs (previous year ` 2397 lacs) during the year as sales claim which the management thinks adquate to meet future claims
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Annual Report 2015 59
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS11 Fixed Assets
i) Tangible Assets
PARTICULARS GROSS BLOCK DEPRICIATION NET BLOCK
Cost as at1042014
Addition during the
year
Deductionadjustment during the
year
Cost as at31032015
Upto1042014
For theYear
Deductionadjustment during the
year
Upto31032015
As At31032015
As At31032014
Free Hold Land 9742 - - 9742 - - - 9742 9742
Lease Hold Land 2425 - - 2425 490 16 - 506 1919 1935
Building 257083 - - 257083 138784 8499 - 147283 109800 118299
Plant amp Machinery 1897145 43 - 1897188 1616282 32931 - 1649213 247975 280863
Electrical Installation 47248 12 - 47260 42515 444 - 42959 4301 4733
Vehicle 3673 - - 3673 3133 253 - 3386 287 540
Furniture amp Fixtures amp off Equip
23287 843 308 23822 18442 584 67 18959 4863 4845
Total 2240603 898 308 2241193 1819646 42727 - 1862306 378887 420957
Previous Year 2239559 1049 5 2240603 1776822 42824 - 1819646 420957 -
Capital Work In Progress
7774 - 2306 5468 - - - - 5468 7774
12 Non-Current Investments
Particulars 2014-15 2013-14a) Investments in Equity instruments
Bodies Corporate Quoted Fully Paid Upi) Joiprakash Associates Ltd
625 (Previos Year 625 Equity Sharers of ` 10- each) Equity Shares of ` 10- each
17 17
ii) Uniworth International Ltd527600 (Previous Year 527600 Equity Shares of ` 10- each) Equity Shares of ` 10- each
792 792
iii) Uniworth Textiles Ltd5687500 (Previous Year 5687500 Equity Shares of ` 10- each) Equity Shares of ` 10- each
17632 18440 17632 18440
Un-Quoted Fully Paid Upi) KDL Pharma Ltd
1500000 (Previous Year 1500000 Equity Shares of 10- each) Equity Shares of 10- each (Full amount Re1-)
ii) Uniworth Power Ltd900 (Previous Year 900 Equity Shares of ` 10- each) Equity Shares of ` 10- each
iii) Uniworth Apparal Ltd2075000 (Previous Year 2075000 Equity Shares of ` 10- each) Equity Shares of ` 10- each
2075 2075 2075 2075
Uniworth Limited60
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Particulars 2014-15 2013-14b) Investments in Debentures or Bonds
Indoworth India Ltd3000000 (Previous Year 3000000 Secured Zero Coupon Debenture of ` 100- each) Secured Zero Coupon Debentures of ` 100- each
300000 300000
c) Investments in Mutual FundsQuoted Fully Paid UpUnit Trust of India 5000 units of Master Equity Plan of ` 10- each(Previous Year 5000 units of ` 10 each)
50 50
320565 320565 Less Provission for diminution in value of Investments 20499 20499 Total 300067 300067 Aggregate value of Quoted Investment 18490 18490 Market value of Quoted Investment 17902 17821 Aggregate value of Un-Quoted Investment 302075 302075 Aggregate Provission for diminution in value of Investments
20499 20499
13 Long Term Loans and Advances
Particulars 2014-15 2013-14a) Security Deposits
Secured Considered Goods 114 114 With Govt Department 24002 21828 UnsecuredConsidered Goods 34501 58617 32032 53974
b) Other Loans and Advances Secured Considered GoodsTaxes amp duties paid under Protest 10786 9524 UnsecuredConsidered Goods 10193 20979 10114 19638 Total 79596 73612
14 Inventories
Particulars 2014-15 2013-14a) Raw Materials 50430 63007 b) Work in Progress 157654 143425 c) Finished Goods 117157 149351 d) Stores amp Spares 21729 29720 e) Waste Stock 16293 12675
Total 363263 398178
Note 1 Mode of valuation - Refer Accounting Policy Note-1(f)2 Finished Goods i) Value of ` 18438 Lacs lying with thrid party ii) Value of ` 11551 Lacs under seizer of the Excise Department for a storage of Stock with a third party
without obtaining permission of the Excise Department
Annual Report 2015 61
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS15 Trade Receivables
Particulars 2014-15 2013-14Sundry Debtors UnsecuredConsidered Goods Outstanding for a period exceeding six month 6406061 5885516 Other Debts 37011 6443072 157208 6042724 Doubtful Outstanding for a period exceeding six month 1644 1644 Less Provision for doubtful debts 1644 - 1644 - Total 6443072 6042724
Note 1) Trade Recievable includes ` 204121 Lacs due from a Company which has become sick and registered with
BIFR under the Sick Industrial Companies (Special Provisions) Act 1985 Quantum of amount considered doubtful is not ascertainable at this Stage Accordingly no provision has been made in the account in this regards
2) In respect of Sundry Debtors (including Domestic sales Debtors) adjustments are pending against supplies and other liabilities etc due to the buyers Managent is confident of recovering the balance after such adjustments pending approval from concerned regulatory authority
3) Certain Debtors are subject to Confirmation4) Trade Recievable includes i) ` 369789 Lacs representing overdue Export Bills outstanding for long against which the acompany has
obtained a decree for realizing the outstanding debts over a period of time ranging up to twenty years The company has also filed an appeal for reductionvariation of the period of time
ii) ` 2709712 lacs representing overdue Export Bills outstanding for long that will be set off against import liabilities claims and commission etc of the respective parties
iii) ` 99230 lacs representing overdue Export Bills outstanding for long against which the management has taken appropriate steps for its recovery
iv) ` 13162 Lacs represanting other trade recievables outstanding for long against which the management has taken appropriate steps for recovery According no provision gas been considered necessary at this stage
16 Cash and Cash Equivalent
Particulars 2014-15 2013-14a) Balances with Banks
In Current Account 20129 10096 Margin Money 4499 4499 Fixed Deposit with Bank 446 25074 3059 17654
b) Cash on hand 278 292 Total 25352 17946
Note 1) Balances with the Bank in Current Account include Debit balances in Current Account of ` 7914 Lacs which
are subject to receipt of confirmation because of restructuring being in progress2) Fixed Deposit lodged with Bank as margin for Guarantee ` 407 Lacs and with Sales Tax Authorities ` 039
Uniworth Limited62
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTSLacs
3) During the year one of the banker of the company Axis Bank Ltd under instructions from ARCIL has made debit freeze (freezing all withdrawals ) of all current account of the company maintained with them the balance of which as per books amounted to ` 6523 lacs as on 31st March 2015As per Confirmation Certificates obtained from the Bank total balance of all such Current Accounts works out to ` 426 lacs as on 31st March 2015 in absence of any details of the withdrawalsother transactions made from such Accounts necessary entries could not be made in the books of the company
4) During the year the company opened certain new Current Accounts with Banks (other than the bankers of the Company)
17 Short Term Loans and Advances
Particulars 2014-15 2013-14a) Loans and Advances to Related Parties
Unsecured Considered GoodUniworth Textiles Limited 126226 132487 Doubtful Uniworth Apparel Ltd 129316 129316 Less Provission for Doubtful Advance 129316 - 129316 -
b) Others Secured Considered Good UnsecuredConsidered Good Loans to Bodies Corporates 21680 21680 Interest Receivable 10417 10417 Advance to Suppliers 20707 16632 Vat Receivable Cenvat Rebate Recievable 9184 8635 TDS Receivable 3482 3045 Focus Market Recievable 1917 Excise Duty Advance ( PLA ) 14 Service Tax amp Ed Cess Receivable 634 2422 DEPB Receivable 6 6 Duty Draw Back Receivable 720 2085 CST Refund Claim Receivable - 477 ADVANCE FBT REFUNDABLE 67 67 Claims Receievable from Banks 68936 68936 Prepaid Expenses 1042 1169 Miscellaneous Advances 378446 517252 347375 482946 Doubtful Loans to Bodies Corporates 69065 69065 Less Provision for Doubtful Advance 69065 - 69065 - Total 643478 615433
Note
Annual Report 2015 63
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS1) Claim receivable of ` 68936 lacs due from various banks on account of excess interest charged by them in
earlier years are subject to confirmation No provision has been made there against2) Short Term Loans and Advances includes ` 132709 Lacs which have become sick and referred to BIFR under
the Sick Industrial Companies (Special Provisions) Act 1985 Quantum of amount considered doubtful is not ascertainable at this Stage Accordingly no provision has been made in the account in this regards
3) Advance includes ` 314473 Lacs due from a party which in opinion of the Management is considered t be fully recoverable
4) Advance includes ` 010 Lacs due from a director (Max Amount at any time during the year ` 108 Lacs)5) Certain Advances are subject to Confirmation
18 Other Current Assets
Particulars 2014-15 2013-14Transfer of Fixed Assets 594837 594837 Total 594837 594837
Note The adjustment of ` 594837 lacs pertaining to transfer of Fixed Assets of the company in earlier years under scheme of demerger is still pending and will be dealt in restructuring Scheme19 Contingent Liabilities and Commitments (To the extent not provided for)
i) Contingent Liabilities a) Claim against the company not acknowledged as
debt b) Guarantees 767629 767742 c) Other money for which the company is contingently
liable - Letter of Credit 9882 9882 - Arrear Dividend on 13 Non Convertible Cumulative Redeemable Preference Shares (Refer Note 2 (b)) 38224 38224 - Entry Tax 8858 8858 - Central Commercial Sale Tax Demands 20463 20463 - Excise Demands 104329 127129 - Interest on Lease rent 473 - TDS Demand Default 923 - Custom Demands 46922 25200 - Professional TaxLabour CasesWater Cess etc 985 981 - Electricity Duty 11545 242604 115450 346187 Total 1010233 1113929
Note 1) Claims Disputed liabilities not acknowledged as debtthe amount of which is not ascertained2) Gaurantees include Corporate Guarantees ` 7000 lacs ( Previous Year ` 7000 lacs) given by the Company
to financial Institutions and Banks for granting Term Loans and Working Capital Loans to certain Body Corporates
Uniworth Limited64
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS20 Other Income
2014-15 2013-14a) Interest Income (TDS ` 48052- PY ` 852437-) 2699 2299 b) Other Non - operating Income (Net) 31196 233014
Total 33895 235313
21 Cost of Materials Consumed
a) Raw Materials 652552 724694 Total 652552 724694
22 Change in Inventories
a) Closing StockFinished Goods 117157 149352 Work in Progress 157654 143425 Waste 16293 291104 12674 305451
b) Opening StockFinished Goods 149352 117114 Work in Progress 143425 167480 Waste 12674 305451 12558 297152 Total 14347 (8299)
23 Finance Cost
a) Interest Expense 536119 536116 Total 536119 536116
Notes 1 Interest provision on borrowing from some of the institutions and banks has been made in the accounts at
prevailingestimated rates on simple interest basis applicable on such loans The impact of compound interest Penal charges wherever applicable could not be ascertained Besides there is dispute between the Company and BankersCreditors over the issue of charging interest and payment to the BankersCreditors of interest and principal amountThe BankersCreditors have approached appropiate court of law for recovery of its due which is being defended by the Company
2 Pending restructuring interest provision on certain loansborrowings has not been made and impact of the same is not presently ascertainable
24 Other Expenses
Particulars 2014-15 2013-14Stores amp Spare parts Consumption 132265 105108 Rent 2281 1873 Rates amp Taxes 9476 4298 Insurance 1570 1074 Power amp Fuel 132683 107966 Repairs amp Maintanance 5228 5997 Bank Charges 388 484
Annual Report 2015 65
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Particulars 2014-15 2013-14Travelling amp Conveyance 8472 7678 Directors Fees 34 40 Payment to Auditors 310 316 Brokarage amp Commission 31788 21295 Legal and Professional Expense 11176 10551 Postage and Telegram 3528 2066 Stock Echange Listing Fees 171 - Sundry Balnces woff 152 - Freight amp Forwarding 8961 5847 Previous Year Adjustment 27401 2680 Net Loss on Foreign Currency Exchange - 94977 Miscellaneous Expenses 48422 34250 Total 424306 406500
25 Additional Information
1 (a) Employees Benefits Expense Salaries and Wages 121483 120642 Contribution to Providend Fund and Other Fund 18697 8540 Staff walfare Expense 10960 10601 Total 151140 139783
Note Salary and Wages includes payment to a whole time director remuneration (b) Depriciation and Amortizartion Expense
Tangible Assets 42727 42824 Intangible Assets - Total 42727 42824
(c) Payments to Auditors Audit Fees 225 225 Taxation Matter 30 30 Other Services 30 37 Reimbursement Of Expenses 25 24 Total 310 316
(d) Exceptional and Extra Ordinary Items i) Extra Ordinary Item Impairment of Capital Work in Progress 1639 1639 Total 1639 1639
(e) Prior Period Items Previous Year Adjustment 27401 2680 Total 27401 2680
Uniworth Limited66
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Particulars 2014-15 2013-14 Qty Value (`
In lacs) Qty Value (`
In lacs) 2 a) Raw Material consumption (Under Broad Head)
i) Scoured Wool Wool Top 395824 3288 394649 2810 ii) Polyester Tow Tops 352452 545 244445 340 iii) Silk Tops 237671 2605 236291 3993 iv) Others 118274 87 141371 104 Total 1104221 6526 1016756 7247
b) Goods Purchased under broad head 9521 333 241 3 Total 9521 333 241 3
3 Work In Progress under broad headWool Tops 93757 919 75885 577 Polyester Tops 32668 109 45001 113 Waste 6805 34 120 1 Acrylic tops - - 493 1 Others 24688 515 32767 742 Total 157918 1577 154266 1434
4 a) Value of imports calculated on CIF basis by the company during the financial year in respect of -I Raw Materials 1159 130998 II Componants and Spare Parts 16916 20704 III Capital Goods - 18075 - 151702
b) Expenditure in Foreign Currency during the financial yearI Travelling - 334 II Commission to Selling Agent 39926 9129 III Others - 516
c) Total value of Imported and Indigenous materials consumedI Raw Material
Imported 1487 144509 Indigenous 651065 652552 580185 724694 Total 652552 724694
II Spare Parts and ComponantsImported 9319 19606 Indigenous 122946 132265 85502 105108 Total 132265 105108
d) The amount remited during the year in foreign currency on account of dividends to Non- Resident Shareholders
Annual Report 2015 67
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
e) Earnings in Foreign ExchangeI Export of Goods calculated on FOB Basis 125682 77602 II Royalty Know-how Professional and
Consultation FeesIII Interest and DividendIV Other Income
Note Including deemed export ` 110538 lacs (Previous year ` 149115 lacs)26 Managing Whole Time Executive Directorsrsquo Remuneration
(` In Lacs) (` In Lacs) Salary 600 1056 Allowances 209 629 Perquisites 065 078 Total 874 1763
27 Related Party disclosure as required by AS ndash 18 ldquoRelated Party Disclosurerdquo are given below a) Relationship Associates Uniworth Textile Ltd Uniworth Power Ltd Uniworth Apparel Ltd Aviante International Ltd Key Management Personnel Mr S N Shenwai b) Transactions with Related parties (` in Lacs)
Associates2014-15 2013-14
Purchase of Goods Sales of Goods 111555 100613 Services Rendered Enjoyed 14237 3278 Payment made to the Key Management Pesonnel of an Associate - 834 Loans amp Advances -Given during the yr 15961 13839 -Received during yr 21362 17310 -Balance 310315 (including receivables) 425051 132488 Guarantee Given 700000 700000
c) Transactions with Key Managemnt Personnel
Loans amp Advances Given During the year - 430 Received during the year 098 - Balance as on 31032015 010 430
d) Balance of ` 425051 lacs with Uniworth Textiles Limited (Related Party) as at 31st March 2015 is under reconciliation
Uniworth Limited68
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS28 Based on the guiding principles given in Accounting Standards on ldquoSegment Reportingrdquo (AS-17) the Companyrsquos
primary business segment is Wool and Silk business
Segment wise Revenue Results and Capital Employed under Clause 41 of the Listing Agreement for the year ended 31st March 2015
(` In Lacs) (` In Lacs)
2014-15 2013-14 A Primary Segment
a) Segment Revenue (Net SalesIncome) i) Segment ndash Wool 766964 595091 ii) Segment ndash Silk 590799 560884 iii) Others
1357763 1155975 Less Inter-Segment Revenue ndash ndash Net SalesIncome from Operations 1357763 1155975
b) Segment Results Profit (+)Loss ( - ) ( Before Tax and Interest from each Segment)
Segment ndash Wool 6514 36524 Segment ndash Silk 66739 48950 Others
73253 85474 Less Interest (Net) 536119 536117 Add Other Un-allocable income net of un-allocable expenditure
(1639) (1639)
Total Profit(Loss) before Tax (464505) (452282)
c) Net Segment Assets (Segment Assets less Segment Liabilities) Segment Assets Segment Liabilities
2014-15 2013-14 2014-15 2013-14 i) Segment ndash Wool 77801 74360 80802 77361 ii) Segment ndash Silk 7538 7387 7538 7387 iii) Others iv) Unallocable assets amp liabilities 3001 3001 ndash ndash
Total 88340 84748 88340 84748
Net Segment Assets 2014-15 2013-14
(3001) (3001) ndash ndash ndash ndash
3001 3001 ndash ndash
(` in 000rsquos)
Annual Report 2015 69
UNIWORTH
UNIWORTHLIMITED
d) Capital Expenditure (including Capital work in progress amp Depreciation) Capital Expenditure Depreciation
2014-15 2013-14 2014-15 2013-14 Segment ndash Wool 9 10 390 390 Segment ndash Silk ndash 1 37 38 Others Total 9 11 427 428
B) Secondary Segment Segment ndash Wool Segment ndash Silk
Geographical Distribution of Segment Revenues
2014-15 2013-14 2014-15 2013-14
India 6243 5190 5908 5609 Outside India 1427 761 - - Total 7670 5951 5908 5609
29 Employee benefits (Revised Accounting Standard 15)
a) Defined Contribution Plan
The company makes contribution towards Provident Fund and ESIC to a defined contribution retirement benefit plan for qualifying employees
The Provident Fund plan is operated partly by RegionalProvident Fund Commissioners and partly by an independent Trust ESIC by Government agencies Under the said schemes the company is required to contribute a specific percentage of pay roll costs in respect of eligible employees to the retirement benefit scheme to fund the benefits
During the year the company has recognised ` 6405 lacs for Provident fund contribution Rs 1898 lacs for ESIC The Contribution payable to these plans by the Company is at the rates specified in the rules of the scheme
b) Defined Benefit Plans
i) The plan provides for a lump sum payment to vested employees upon retirement death while in employment or on termination of employment of an amount equivalent to 15 days basic salary payable for each completed year of service Vesting occurs upon completion of five years of continuous service
ii) The employees of the company are eligible for encashment of leave upon retirement up to 30 days for each year (Maximum 120 days) Leave is accounted for on accrual basis
NOTES TO THE FINANCIAL STATEMENTS (` in 000rsquos)
Uniworth Limited70
UNIWORTH
UNIWORTHLIMITED
(` in Lacs)
Gratuity(Infunded)
31-03-15 31-03-14A Expenses recognised in the Statement of Profit amp Loss Account for
the year ended 31032015 i) Current Service Cost 1492 852 ii) Interest Cost 2407 1949 iii) Expected return on planned Assets - - iv) Actuarial (gain)loss 4798 5358 v) Past Service Cost vi) Effect of any curtailment settlement vii) Unrecognised defined benefit Plan viii) Expenses recognised in the Profit amp Loss Ac 8697 8159
B Net (Asset) Liabilities recognised in the Balance sheet as at 31st March 2015 i) Present Benefit of defined benefit Obligation 37826 30089 ii) Fair Value of planned Asset iii) Net (Asset) Liabilities recognised in the Balance sheet 37826 30089
C Changes in the Present value of defined benefit obligation during the year ended 31st March 2015 i) Present Value of defined benefit obligation as at 1st April 2014 30089 22931 ii) Current Service Cost 1492 852 iii) Interest Cost 2407 1949 iv) Actuarial (gain)loss 4798 5358 v) Benefit Paid (960) (1001)
Present value obligation as at 31st March 2015 37826 30089 D Principal Actuarial Assumption Used
Discount rates as at 31st March 2015 800 850Expected Return on Planned Asset NA NA Expected Salary Increase rate 600 600Mortality Rate LIC
(2006-08) (Mortality
Table)
LIC (1994-95) (Mortality
Table)
E Reconciliation of Net Assets Liability recognized in the Balance Sheet as on 31st March 2015 Net Assets (Liability) recognized in the Balance Sheet as at 31st March 2014
30089 22919
Employerrsquos Expenses 8697 8171 Employerrsquos contributions (960) (1001)Net Assets Liability) recognized in Balance Sheet as on 310315 37826 30089 Note Above information have been compiled on the basis of certificate issued by the Actuaries
Annual Report 2015 71
UNIWORTH
UNIWORTHLIMITED
30 With the introduction of the companies Act 2013 with effect from 1st Arpil 2014 adoption of Schedule - II of the said Act regarding calculation of depreciation based on estimated Useful Life of each tangible asset has become mandatory from that date However as the companyrsquos Fixed Assets Register has not yet been fully updated with regard to estimated useful life of each asset calculation of depreciation as per schedule -II could not be made by Company during the year This tantamount to non- compliance of mandatory requirements of the Companies Act 2013 read with Accounting Standard (AS) 6 Depreciation Accounting Effect of such non-compliance on the Financial Statements of the Company is not presently ascertainable
31 The Company has not recognized Deferred Tax Assets (Net) as per Accounting Standard ndash 22 regarding ldquoAccounting for Taxationrdquo estimation of future in view of consistent losses and of uncertainty regarding Profit with reasonable certainty
32 Certain Banks and Financial Institutions have taken legal recourse for recovery of their dues from the companyLoans and Advances includes Rs 150 lacs deposited with the Banks in the name of advocates on record for both parties as per order of Honrsquoble Kolkata High Court in case of litigation with the Bank
33 Due to non-completion of certain technical formalities certain borrowing facilitieswhich were to be transferred to a body corporate pursuant to the original scheme of restructuring could not be made
34 The company has applied from time to time to The Reserve Bank of India for extension set off of certain over- due bills approval of which is still awaited
35 In preparation of these Accounts cognizance has not been taken by the Company of a Debit Note sent by a body corporate in an earlier year indicating the unilateral transfer back by the said body corporate of all the assets which were transferred to them on 01042000 together with all existing and underlying securitiescharges as part of the restructuring scheme formulated by ICICI in view of the various judicial proceedings pending at this juncture However the Company has been legally advised to deal with the above transfer back only after final disposal of the process of adjudication by the Court
36 Export obligation for the assets acquiredtaken on lease without payment of applicable duties lies with the Company under the provisions of the Exim Policy (Amount unascertained)
37 Discounts commission amp other selling expenses include commission Rs 23591 lacs (Pr year Rs 13381 Lacs)
38 Claims had been filed against the Compamy by a body corporate amounting to Rs 21625 Lacs for non fulfillment of certain clauses of an agreement relating to transfer of Nagpur Unit to them in respect this we are unable to express our opinion on liablities that may arise eventualy on finalistion of suit
39 Earning Per Shares (Rs in 000rsquos)
2014-15 2013-14a) Net Profit(Loss) after tax available for equity shareholders (464505) (452282)b) Weighted average number of Basic Equity Shares of Rs10- each
outstanding during the year (Noof shares) 33986243 33986243
c) Weighted average number of Diluted Equity Shares of Rs10- each outstanding during the year (Noof shares)
33986243 33986243
d) Basic Earning Per Shares (Rs) ab (1367) (1331)e) Diluted Earning Per Shares (Rs) ac (1367) (1331)
Uniworth Limited72
UNIWORTH
UNIWORTHLIMITED
40 The previous yearrsquos figures have been reworked regrouped rearranged and reclassified wherever necessary and practicable Amounts and other disclosures for the preceding year are included as an integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Annual Report 2015 73
UNIWORTH
UNIWORTHLIMITED
If undelivered please return to UNIWORTH LIMITEDlsquoGreen Acresrsquo2 Nazar Ali Lane Flat - 4AKolkata - 700 019
UNIWORTH LIMITED CIN L17299WB1988PLC044984
Registered Office Green Acres 2 Nazar Ali Lane Flat-4AKolkata ndash 700 019 Telephone (033) 4006 1301 Email uniworthlimitedgmailcom
ELECTRONIC VOTING PARTICULARS
EVEN (Electronic Voting Event Number) User ID Password
Note Please read the instructions printed in the Notes of the Notice of AGM before exercising the vote
ATTENDANCE SLIP IWe hereby record myour presence at the 27th Annual General Meeting of the Company held on Tuesday September 29 2015 at 1030 AM at Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046
Folio NoDP ID amp Client ID Share Holding Serial No Name Name(s) of Joint Holder(s) if any
Address
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip Proxyrsquos Name in Block Letters MemberrsquosProxyrsquos Signature Note Please bring the Attendance Slip duly signed to the meeting and hand it over at the Entrance of the Meeting Hall UNIWORTH LIMITED PROXY FORM MGT-11
CIN L17299WB1988PLC044984 Registered Office Green Acres 2 Nazar Ali Lane Flat-4AKolkata ndash 700 019 Telephone (033) 4006 1301 Email uniworthlimitedgmailcom
[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies (Management and Administration) Rules 2014]
Name of the Member(s) Registered Address E-mail ID Folio NoDP ID amp Client ID IWe being the Member(s) of Uniworth Limited holdinghelliphelliphelliphelliphelliphelliphelliphelliphelliphellipEquity Shares of the above named Company hereby appoint
1) Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipAddresshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipE-mail ID helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip or failing himher
2) Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipAddresshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipE-mail ID helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip or failing himher
3) Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipAddresshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipE-mail ID helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip or failing himher
as myour Proxy to attend and vote (on a poll) for meus and on myour behalf at the 23rd Annual General Meeting of the Company to be held on Tuesday September 29 2015 at 1030 AM at Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046 at any adjournment thereof in respect of following resolutions
S No Resolutions
Ordinary Business
1 Adoption of Audited Financial Statements of the Company for Financial Year ended 31st March 2015 Reports of the Board of Directors and Auditors thereon
2 Re-appointment of Mr S N Shenwai (DIN 01716415) who retires by rotation
3 Appointment of Auditors and to fix their remuneration
Special Business
4 Appointment of Mr Tara Chand Jain (DIN 07144151) as an Additional Director
5 Appointment of Mr K Jhunjhunwala (DIN 00035091) as an Independent Director
6 Appointment of Mrs Silpi Chakraborty ( DIN 06923695) as an Independent Director
Signed this helliphelliphelliphellipday of helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip2015 Signature of Shareholder(s)helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature of Proxyholder(s)helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip
Notes 1 This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the AGM
2 For the Resolutions Explanatory Statement and Notes please refer to the Notice of Annual General Meeting of the Company 3 A proxy need not be a member of the Company
Affix Revenue Stamp
i
FORMB
Format of covering letter of the Annual Audit Report to be filed with the Stock Exchange
1 I Name of the Company Uniworth Limited
2 I Annual Financial Statements for the Year 31st March 2015 ended
3 I Type of Audit Qualification 1 Footnote (i) to Note No 23 regarding interest bull provision on borrowings from some of the institutions and banks which has been made in
the financial statements under simple interest method at the prevailing estimated rates applicable on such loans in absence of relevant documentsconfirmations as a result of which impact of compound interestpenal charges wherever applicable having not been ascertained as well as the note therein regarding the matter of dispute between the Company and the BankersCreditors in connection with charging of interest payment and payment of principal
2 Footnote No (ii) to Note No 23 regarding nonshyprovision of Interest on certain loans and the impact of the non-provision is not presently ascertainable
3 Footnote No 4 (i) (ii) and (iii) of Note No 15 regarding overdue Export Bills amounting to Rs 3178731 lacs outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
4 Footnote 1 of 17 regarding Claims Receivable amounting to Rs 68936 lacsdue from various banks outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
5 Footnote 3 of Note No 17 regarding advance of Rs 314473 lacs due from certain parties which in our opinion are considered doubtful of recovery against which adequate provision has not been made
6 Footnote 3 of Note No 16 relating to nonshyaccounting of withdrawals other transactions from certain Bank accounts during the year due
to rpasons stated on the said Note 16 (3) 7 Note No 30 regarding nun-compliance or
Accounting Standard (AS) 6 Depreciation Accounting due to non-adoption of Schedule - II of the Companies Act 2013 and also nonshycompliance of mandatory Accounting Policy for Depreciation required to be followed by the Company due to reasons stated in the said Note
8 In absence of any workings for impairment of assets as per Accounting Standard (AS) 28 Impairment of Assets the impact of such impairment is not ascertainable
9 Non-provision I non-compliance of Items indicated in (1) to (8) above constitute a departure from the Accounting Standards referred to in Section 133 of the Act Without considering Item Nos (1) (2) (6) (7) and (8) above whose impact on the Companys Statement of Profit and Loss is presently nonshyascertainable had the provisions indicatprI in Item Nos (3) to (5) been made (i) the Loss for the year would have increased by Rs 3562140 lacs
(ii) Trade Receivables would have decreased by Rs 3178731 lacs
(iii) Shott Term Loans and Advances would decreased by Rs 383409 lacs
(iv) The Shareholders Fund would have been lower by Rs 3562140 lacs
In our opinion and to the best of our information and according to the explanations given to us except for the like effects of the matters described in the Basis for Qualified Opinion paragraph above the aforesaid Financial Statements give the information required by the Act in the manner so required and give a true and
fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2015 and its loss and its cash flows for the year ended on that date
We draw your attention to the following matters in the Notes to the Financial Statements
1 Following Notes to the Financial Statements describe the uncertainty related to the outcome of the lawsuits lother legal matters and matters under settlements indicated therein
~~-~ or ~r gt
~~I(J~ IOfl1)
I (a)Footnote (2) to Note No4 regarding legal issues
following securitization of Secured Loans as stated in the said Note
(b)Footnote (2) of Note No 15 regarding pending adjustments of Sundry Debtors against supplies and other liabilities etc due to the buyers In absence of final settlement with the parties and non-receipt of necessary approval from concerned regulatory authority extent of the amount of adjustments so required could not be ascertained
(c) Footnote to Note No 6 regarding estimated amount of Rs 872228 lacs provided during the year 2002-03 as sales claims and commissions relating to earlier years from overseas customers of the Company which is pending for final settlement Necessary adjustments for such claims and commissions will be made after final settlement and obtaining necessary approval frommiddot the concerned regulatory authority
(d)Footnote 1 of Note No 15 and Footnote 2 of Note No 17 regarding Debtors and Advances amounting to Rs 145362 lacs and Rs 138719 lacs respectively relating to Companies which have become Sick and referred to BIFR under the Sick Industrial Companies (Special Provisions) Act 1985 As the rehabilitation scheme of these companies are pending finalisation the amount of provision if any which may be required remain unascertainable
(eNote No 32 regarding legal recourse taken by certain banks and financial institutions for recovery of their dues and the matter is sub-judice as stated in the said Note
(f) Note No 33 regarding non-compliance of certain technical formalities due to which transfer of certain borrowing facilities to a body corporate could not be made
(g)Note No 34 regarding applications made by the Company with the Reserve Bank of India from time to time for extension I setting off of certain overdue bills
(h)Note No 35 regarding Debit Note sent by a body corporate in an earlier year for unilateral transfer back of all assets not taken into cognizance by the Company in preparing these Financial Statements as stated in the said Note
~o(r_~-~ _( l~ I ))() C
Jflt ~
(i) Note No 38 regarding claims filed by a body mrporate for Rs 21625 lacs for non-fulfilment of clauses of the agrppment relating to transfer of Ilagpur Unit to them outcome of which would eventually arise on finallsation of suit
(j) tvlatters disclosed in Note No 19 relating to Entry Tax CentralCommercial Sales Tax Demands Customs Demands Professional TaxLabour casesWater Cess Electricity Duty etc disclosed under Contingent Liabilities which are contested by the Company and pending before various forums authorities for final decisions
2 Note No 4 (Footnote 4) Note No 7 (Footnote) and Note No 16 (Footnote 1) to the financial statements regarding non-receipt of confirmations in respect of borrowings from banksFinancial Institutions and also debit balances in certain current accounts with banks due to restructuring being in progress book balances thereof have been relied upon
3 Note No 27 (d) regarding balance with a related party under reconciliation
4 Footnote 2 amp 3 of Note No 4 to the financial statements regarding preparation of these financial statements on Going Concern basis for the reasons stated therein as also the fact that the Company has accumulated losses and its net worth has been fully eroded Further the Company has incurred net loss during the current and previous years and the Companys current liabilities exceeded its current assets as at the Balance Sheet date These conditions along with other matters set forth in Notes to Financial Statements indicate the existence of a material uncertainty that may cast significant doubt about the Companys ability to continue as a going concern
Our opinion is not modified in respect of these matters
Frequency of Qualification I Yearly Draw attention to relevant notes in the IThe Company has adequate system of internal Annual Financial statements and
4
controls to ensure that all assets are safeguarded and I
protected against loss and that all transactions are in the Directors Report management response to the qualification
authorized recorded and reported correctly TIle systems are designed to support the reliability of the financial and other records for preparing financial statements and other data The Statutory Auditors also discuss their comments and findings with the management as well as with the audit committee
The Company has also regularly placed before the Board Internal Audit Reports FinanCial Results with Provisional Balance Sheets Performance Review Report of various Units together with Executive Summary Current Workings and all Current matters of commercial importance and various other information as generally required under the various Stock Exchange listing Agreements
The Audit Committee reviews the efficacy of the Audit Committee chair I Additional comments from the Board
internal control mechanism and monitors the risk management policies adopted by the Company The Committee also reviews the report furnished by the internal and Statutory Auditors and ensures that suitable follow up actions are taken Besides the Committee also examines accounting taxation and disclosure aspects of all significant transactions
5 I To be signed by-CEO Managing Director FOfun~ExecutiveWhole-time Director
SIs~i Executive Director
For Uniworth Ltd
~ CFO A K Ladia
For S S Kothari amp Co Chartered Ac~ntants (ReJlistratittJo 302034E)
For Uniworth Limited
Audit Committee Chairman ~
A
- Uniworth Limited AR 2015pdf
- Attendance Slip _UL_pdf
-
Annual Report 2015 7
UNIWORTH
UNIWORTHLIMITED
Your Directors have pleasure in presenting their 27th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March 2015
FINANCIAL HIGHLIGHTS
During the year under review performance of your company is as under
Particulars 31st March 2015 (Rs in Lacs)
31st March 2014(Rs in Lacs)
Total Income 1391658 1391288Profit(Loss) before Interest and Depreciation Before prior period adjustment 143381 132028Previous year adjustments amp Extra Ordinary Items 29040 5370Profit (Loss) before Interest and Depreciation 114341 126658Less Interest for the year 536119 536116Profit (Loss) before Depreciation (421778) (409458)Less Depreciation 42727 42824Profit (Loss) before Tax (464505) (452282)Less Provision for taxation ndash ndashProfit (Loss) after Tax for the year (464505) (452282)Add Balance Brought Forward from the Previous year (9585820) (9133538)Profit(Loss) carried to Balance Sheet (10050325) (9585820)
STATE OF COMPANYrsquoS AFFAIRS AND FUTURE OUTLOOK During the year under review total revenue remained almost at same level to Rs 13917 crores as against Rs 13913 crores in the previous year There was a cash profit to the tune of Rs 1434 crores as against Rs 1320 crores before interest and Depreciation in the previous year Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources
BUSINESS OUTLOOK Demand for textile products have been on the fall for the higher end products like wool rich products due to global recession and have been the reason for not so encouraging top line Coupled with this sporadic fiscal instability in certain global markets was a cause of concern Although the demand for the same has started showing some improving trends and hence the company is optimistic and continuing its vigorous efforts in domestic as well as in foreign market
PROCESS OF RESTRUCTURING Under the provisions of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) ARCIL had taken over possession of the secured assets of the Companyrsquos plants and appointed Indoworth India Limited as the Custodian of such assets The Companyrsquos business continued throughout the year as usual However the matter is subjudice in various suits before the Calcutta High Court and other Forums and necessary adjustments in the financial statements if required would be made upon final adjudication of proceedings The matter is subjudice and writ petition is pending before the Honrsquoble High Court Calcutta
MATERIAL CHANGE AND COMMITMENTS AFTER THE BALANCE SHEET DATEThere have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of this report
DIVIDEND In view of huge accumulated losses the Directors regret their inability to recommend any dividend for the Financial Year 2014-15
DIRECTORSrsquo REPORT TO THE MEMBERS
Uniworth Limited8
UNIWORTH
UNIWORTHLIMITED
DEPOSITS
The Company has neither invited nor accepted deposits from the public within the meaning of Section 73 of the Companies Act 2013 and the rules made there under
DIRECTORSrsquo RESPONSIBILITY STATEMENT
In compliance of Section 134 (5) of the Companies Act 2013 your Directors state as follows
a) That in the preparation of accounts applicable accounting standards have been followed and there are no material departures
b) That appropriate accounting policies have been selected and applied consistently with reasonable and prudent judgements and estimates so as to give true and fair view of the state of affairs of the Company
c) That proper and sufficient care have been taken for the maintenance of adequate accounting records for safeguarding assets and for preventing fraud and other irregularities
d) That the Annual Accounts have been prepared on a going concern basis
e) That internal financial controls had been laid down and are adequate and operating effectively
f) That proper systems had been devised to ensure compliance with the provision of all applicable laws and such systems are adequate and operating effectively
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr S N Shenwai (DIN 01716415) retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment
Since the last Annual General Meeting Mr Tara Chand Jain (DIN 07144151) has been appointed as Additional Director of the Company wef 31032015 Appropriate Resolution seeking your approval for his appointment is appearing in the Notice convening the Annual General Meeting
DECLARATION FROM INDEPENDENT DIRECTOR
The Independent Directors has submitted their Disclosures to the Board that they fulfill all the requirements as stipulated under section 149 (6) of the Companies Act 2013 so as to qualify themselves to be appointed as Independent Directors
PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186
Details of Loans Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013 forms part of the Financial Statements
TRANSACTION WITH RELATED PARTY
Related party transactions that were entered during the financial year were on armrsquos length basis and in the ordinary course of business There were no materially significant related party transactions which were in conflict of the Company
AMOUNTS TRANSFERRED TO RESERVES
In view of huge accumulated losses the Directors regret their inability to recommend any amount to be transferred to reserves for the Financial Year 2014-15
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The details pertaining to conservation of energy technology absorption foreign exchange earnings and outgo are provided as Annexure I which forms part of this report
RISK MANAGEMENT
A comprehensive risk management policy for the purpose of management policy in the Company for periodical review by the Board of Directors is in place In addition Risk Management issues are generally discussed in the Audit Committee
Annual Report 2015 9
UNIWORTH
UNIWORTHLIMITED
CORPORATE SOCIAL RESPONSIBILITIES
The provisions of Section 135 of the Act in connection with Corporate Social Responsibility are not applicable to the Company since the Company falls below the threshold limits
BOARD EVALUATION
The board of directors has carried out an annual evaluation of its own performance Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (ldquoSEBIrdquo) under Clause 49 of the Listing Agreements (ldquoClause 49rdquo)
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure effectiveness of board processes information and functioning etc
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees effectiveness of committee meetings etc
The Board and the Nomination and Remuneration Committee (ldquoNRCrdquo) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in meetings etc In addition the Chairman was also evaluated on the key aspects of his role
In a separate meeting of independent Directors performance of non-independent directors performance of the board as a whole and elected Chairman of the each meeting was evaluated taking into account the views of executive directors and non-executive directors The same was discussed in the board meeting that followed the meeting of the independent Directors at which the performance of the Board its committees and individual directors was also discussed
CORPORATE GOVERNANCE
As a Listed Company necessary measures are taken to comply with Clause 49 and all other applicable provisions of Listing Agreements with the Stock Exchanges and other Company Law requirements A report on Corporate Governance along with a certificate from the Auditors is annexed hereto and forms part of this Report
NUMBER OF BOARD MEETINGS
During the Financial Year 2014-15 the Board of Directors of the company met six times details of the meetings has been given in the Corporate Governance Report which forms part of this report
AUDIT COMMITTEE
The Details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms part of this report
NOMINATION amp REMUNERATION COMMITTEE
The Details pertaining to composition of Nomination amp Remuneration Committee are included in the Corporate Governance Report which forms part of this report
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Details pertaining to composition of Stakeholders Relationship Committee are included in the Corporate Governance Report which forms part of this report
AUDITORSrsquo REPORT
The observations of the Auditorsrsquo Report have been dealt with in the Notes to Financial Statement and being self-explanatory do not call for any further clarifications
AUDITORS
Ms S S Kothari amp Co Chartered Accountants Auditors of the Company are retiring at the ensuing Annual General Meeting and are eligible for re-appointment
Uniworth Limited10
UNIWORTH
UNIWORTHLIMITED
COST AUDITOR
Your Company had appointed Ms Sanat Joshi amp Associates Cost Accountants as Cost Auditors with the approval of the Central Government for audit of cost records maintained by the Company for the financial year 2015-2016 SECRETARIAL AUDITOR In terms of Section 204 of the Companies Act 2013 the Board of Directors at their meeting held on 29th May 2015 have appointed Ms K K Sanganeria amp Associates Practicing Company Secretaries as Secretarial Auditor for conducting Secretarial Audit of the Company for the Financial Year 2015-16 Report of the Secretarial Auditor for the financial year ended 31032015 is given as an Annexure II which forms part of this reportBOARDS VIEW During the year under Review the Company continued to be under BIFR as a Sick Industrial Undertaking The matter is subjudice before the Court of Law As regards appointment of full time Company Secretary the company is on the lookout for suitable candidates and the compliance of the requirement shall be met shortly The Company has disputed the repayment of due The loss and damages caused to the borrower by the lender is much more than the amount lent Hence figures of the borrowed amount shown in the balance sheet after due adjustments with the said loss and damages may result in entitlement to recover substantial amount from the lender Under these facts and circumstances the figures of borrowed amount in this balance sheet cannot be considered as admission if any of the claim of lender(s)EXTRACT OF ANNUAL RETURN As provided under Section 92 (3) of the Companies Act 2013 the extract of Annual Return is given in Annexure III in the prescribed form MGT-9 which forms part of this reportPOLICY ON PREVENTION OF SEXUAL HARASSMENTThe company is committed to provide a safe and conducive work environment to its employee and has formulated ldquoPolicy for Prevention of Sexual Harassmentrdquo During the financial year ended 31st March 2015 the Company has not received any complaints pertaining to Sexual HarassmentINDUSTRIAL RELATIONS Industrial Relations continued to remain cordial throughout the year Your Directors wish to place on record their appreciation for dedicated and sincere services rendered by the executives staff and workmen at all levelsACKNOWLEDGEMENT Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government Financial Institutions Banks Shareholders and others during the year under review
On Behalf of the Board
Place Kolkata S N Shenwai T C Jain Date 29th May 2015 Executive Director Director
ANNEXURE - I TO THE DIRECTORS REPORT Particulars of Energy Conservation Technology Absorption and Foreign Exchange Earnings amp Outgo required under the Companies (Accounts) Rules 2014
A ENERGY CONSERVATION
As the cost per unit of Electricity Furnace Oil amp Coal is regularly increasing it is our consistent endeavor to bring saving in energy consumption Periodic energy audits are conducted to improve energy performance and in line of that we have taken following steps to ensure conservation of the energy
1) Changing of energy efficient LED Lights in place of Fluorescent Lights
2) Installation of Inverters in Ring Frame Machinery which ensures energy saving
3) Modification of compressor pipe line for energy conservation
Annual Report 2015 11
UNIWORTH
UNIWORTHLIMITED
B TECHNOLOGY ABSORPTION
TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION 1 Efforts in brief made towards technology
absorption adaptation and innovation The Company always keep close contact with
IWS CSIR and other Internationals Indian Research Institutes like Inter Wool Lab Silk Board etc Various technical experts give their view and suggestion for improving technology Technical Staff of the Company are sent abroad for training in new technology
2 Benefit derived as a result of the above efforts eg products improvement cost reduction product development import substitution etc
Benefits derived are -
Better capacity utilization in machine with improved quality
Improvement in productivity per spindle and reduction in cost
By optimizing relative temperature and relative humidity the company has saved considerable amount By using the latest technology based energy efficient fuses chokes tube light ballasts and power cables etc the Company has achieved a significant savings on electricity consumption
3 In case of imported technology (Imported during last 5 years reckoned from the beginning of the financial year) following information may be furnisheda) Technology imported Not Applicableb) Year of Import Not Applicablec) Status of Implementation Not Applicable
RESEARCH amp DEVELOPMENT (R amp D) 1 Specified areas in which R amp D
Carried out by the Company Continuous improvement in Quality Standards
to match the International Markets
Due to in house Research and Development Activities following products were developed and launched during the year
i) Wool Wool blended with Polyester yarn
ii) Siro and Siro lycra yarn in Wool and Polywool
iii) PolyesterViscose amp polyster Acrylic yarn
iv) Blending of Silk with Wool Nylon and Viscose
Continuous technological and market innovation to match the changed requirements of the markets
Incorporated dyeing automation for better receipe management amp consistency in shades
Uniworth Limited12
UNIWORTH
UNIWORTHLIMITED
Research amp Development lab and pilot plant in Dyeing Department started developing all kinds of shades
2 Benefit derived as a result of the above R amp D Implemented ISO-9001-2008 ndash new quality management system duly certified by BIS during the year
3 Future plan of action Strengthening the research on quality improvement
To achieve total quality management cost reduction
4 Expenditure on R amp Da) Capital NILb) Recurring Expenses incurred are charged to respective
heads and are not allocated separately
FOREIGN EXCHANGE EARNINGS AND OUTGO (` in Lacs)
2014-2015 2013-2014a) Foreign Exchange Earnings 125682 77602b) Foreign Exchange Outgo
i) CIF Value of ImportsRaw Material 1159 130998Capital Goods ndash ndashComponents amp Spare Parts 16916 20704
ii) Others 32234 9516
Annual Report 2015 13
UNIWORTH
UNIWORTHLIMITED
ANNEXURE - II
SECRETARIAL AUDIT REPORT
FORM NO MR-3
FOR THE FINANCIAL YEAR ENDED MARCH 31 2015[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No 9 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014]
ToThe MembersUniworth Limited
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Uniworth Limited (hereinafter called the Company) Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereon Based on my verification of Uniworth Limitedrsquos books papers minute books forms and returns filed and other records maintained by the Company and also the information provided by the Company its officers agents and authorized representatives during the conduct of secretarial audit I hereby report that in my opinion the Company has during the audit period covering the financial year ended March 31 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent in the manner and subject to the reporting made hereinafter
I have examined the books papers minute books forms and returns filed and other records maintained by the Company for the financial year ended on March 31 2015 according to the provisions of
(1) The Companies Act 2013 (the Act) and the rules made there under
(2) The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules made thereunder
(3) The Depositories Act 1996 and the Regulations and bye-laws framed thereunder
(4) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and External Commercial Borrowings
(5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (lsquoSEBI Actrsquo)-
a The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2013
b The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 1992
c The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(6) Employees Provident Fund and Miscellaneous Provisions Act 1952
(7) Employees State Insurance Act 1948
(8) Environment Protection Act 1986 and other environmental laws
(9) Factories Act 1948
(10) Hazardous Wastes (Management and Handling) Rules 1989 and Amendment Rule 2003
(11) Indian Contract Act 1872
(12) Income Tax Act 1961 and Indirect Tax Laws
(13) Indian Stamp Act 1999
Uniworth Limited14
UNIWORTH
UNIWORTHLIMITED
(14) Industrial Dispute Act 1947
(15) Maternity Benefits Act 1961
(16) Minimum Wages Act 1948
(17) Payment of Bonus Act 1965
(18) Payment of Gratuity Act 1972
(19) Payment of Wages Act 1936 and other applicable labour laws
I have also examined compliance with the applicable clauses of the following
(i) Secretarial Standards issued by The Institute of Company Secretaries of India
(ii) The Listing Agreements entered into by the Company with BSE Limited and the Calcutta Stock Exchange Limited
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above
I report that Company has no full time Company Secretary as required by the Companies Act 2013
I further report that during the year under Review the Company continued to be under BIFR as a Sick Industrial Undertaking The matter is subjudice before the Court of Law
I further report that Redemption of Debentures is under default
I further report that this report also refer the Statutory Auditors Report dated 29th May 2015 specially the basis for their qualified opinion as mentioned therein
I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non Executive Directors and Independent Directors
The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act
Adequate notice is given to all Directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting
Majority decision is carried through while the dissenting membersrsquo views are captured and recorded as part of the minutes
I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws rules regulations and guidelines
I further report that during the audit period there were no instances of
(i) Public Rights Preferential issue of shares debentures sweat equity
(ii) Redemption buy-back of securities
(iii) Major decisions taken by the Members in pursuance to Section 180 of the Companies Act 2013
(iv) Merger amalgamation reconstruction etc
(v) Foreign technical collaborations
This Report is to be read with our letter which is annexed as Annexure A and Forms an Integral part of this report
Kamal Kumar Sanganeria K K Sanganeria amp AssociatesPlace Kolkata FCS No 2643Date 27052015 CP No 3880
Annual Report 2015 15
UNIWORTH
UNIWORTHLIMITED
ANNEXURE - II SECRETARIAL AUDIT REPORT (Contd)
lsquoAnnexure Arsquo(To the Secretarial Audit Report of Ms Uniworth Limited for the financial year ended 31032015)
ToThe MembersUniworth LimitedGreen Acres 2 Nazar Ali LaneFlat- 4A Kolkata ndash 700 019
Our Secretarial Audit Report for the financial year ended 31032015 of even date is to be read along with this letter
1 Maintenance of secretarial record is the responsibility of the management of the Company Our responsibility is to express an opinion on these secretarial records based on our audit
2 We have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records The verification was done on test basis to ensure that correct facts are reflected in secretarial records We believe that the processes and practices we followed provide a reasonable basis for our opinion
3 We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company
4 Where ever required we have obtained the Management representation about the compliance of laws rules and regulation and happening of events etc
5 The compliance of the provisions of Corporate and other applicable laws rules regulations standards is the responsibility of management Our examination was limited to the verification of procedure on test basis
6 The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company
Kamal Kumar Sanganeria K K Sanganeria amp AssociatesPlace Kolkata FCS No 2643Date 27052015 CP No 3880
Uniworth Limited16
UNIWORTH
UNIWORTHLIMITED
ANNEXURE III
FORM NO MGT ndash 9EXTRACT OF ANNUAL RETURN
as on the financial year ended 31032015
[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014]
I REGISTRATION AND OTHER DETAILS
CIN L17299WB1988PLC044984
Registration Date 11th August 1988
Name of the Company Uniworth Limited
Category SubndashCategory of the Company Company having Share Capital
Address of the Registered office and contact details Green Acres 2 Nazar Ali Lane Flat ndash4 A Kolkata ndash 700 019
Whether listed company Yes
Name Address and Contact details of Registrar and Transfer Agent if any
C B Management Services (P) Ltd Pndash22 Bondel Road Kolkatandash 700 019 Tel No (033) 4011ndash6700671167186723
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the company shall be stated
Name and Description of main products services
NIC Code of the Productservice
to total turnover of the company
Worsted Yarn 13113 56
Silk Yarn 13112 44
III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
Sl No
Name and address of the Company
CINGLN Holding SubsidiaryAssociate
of share held
Applicable Section
None
Annual Report 2015 17
UNIWORTH
UNIWORTHLIMITED
IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Categoryndashwise Share Holding
Category of Shareholders
No of Shares heldat the beginning of the year
No of Shares held at the end of the year
Change during
the yearDemat Physical Total of Total
Shares
Demat Physical Total of Total
Shares
A Promoters(1) Indian(a) Individual HUF 3743343 595518 4338861 1277 3743343 595518 4338861 1277 ndash(b) Central Govt or State Govt
ndash ndash ndash ndash ndash ndash ndash ndash ndash
(c) Bodies Corporate 365854 1401825 1767679 520 365854 1401825 1767679 520 ndash(d) BankFI ndash ndash ndash ndash ndash ndash ndash ndash ndash(e) Any other ndash ndash ndash ndash ndash ndash ndash ndash ndashSUB TOTAL (A)(1) 4109197 1997343 6106540 1797 4109197 1997343 6106540 1797 ndash(2) Foreigna) Individuals (Non- Residents Individuals Foreign Individuals)
ndash ndash ndash ndash ndash ndash ndash ndash ndash
b) Bodies Corp ndash 6924975 6924975 2038 ndash 6924975 6924975 2038 ndashc) Institutions ndash ndash ndash ndash ndash ndash ndash ndash ndashd) Qualified Foreign Investor
ndash ndash ndash ndash ndash ndash ndash ndash ndash
e) Any Others (Specify) ndash ndash ndash ndash ndash ndash ndash ndash ndashSubndashtotal (A)(2) ndash 6924975 6924975 2038 ndash 6924975 6924975 2038 ndashTotal shareholding of Promoter (A) = (A)(1)+(A)(2)
4109197 8922318 13031515 3834 4109197 8922318 13031515 3834 ndash
B Public Shareholding1 Institutionsa) Mutual Funds 4393 18837 23230 007 4393 18837 23230 007 ndashb) Banks FI 5910 22122 28032 008 5910 22122 28032 008 ndashc) Central Govt State Govt(s)
- 750000 750000 221 - 750000 750000 221 ndash
d) Venture Capital Funds - - - - - - - - ndashe) Insurance Companies 52003 150 52153 015 52003 150 52153 015 ndashf) Foreign Institutional Investors
- 4300 4300 001 - 4300 4300 001 ndash
g) Foreign Venture Capital Funds
- - - - - - - - ndash
h) Others (specify) - - - - - - - - ndash
Subndashtotal (B)(1) 62306 795409 857715 252 62306 795409 857715 252 ndash
Uniworth Limited18
UNIWORTH
UNIWORTHLIMITED
Category of Shareholders
No of Shares heldat the beginning of the year
No of Shares held at the end of the year
Change during
the yearDemat Physical Total of Total
Shares
Demat Physical Total of Total
Shares
2 NonndashInstitutionsa) Bodies Corp 613433 183426 796859 234 636728 179326 816054 240 006
b) Individuals
i) Individual shareholders holding nominal share capital upto ` 1 lakh
5599497 12145144 17744641 5221 5492191 12106631 17598822 5178 (043)
ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh
1249696 198195 1447891 426 1375936 198195 1574131 463 037
c) Any Others (specify)
i) NRI-Rep 18337 73775 92112 027 16987 73775 90762 027 000
ii) NRI-Non Rep 8676 ndash 8676 003 10642 ndash 10642 003 000
d) Trust 193 ndash 193 000 193 ndash 193 000
e) Clearing Member 6641 ndash 6641 002 6409 ndash 6409 002 000
Subndashtotal (B)(2) 7496473 12600540 20097013 5913 7539086 12557927 20097013 5913 ndashTotal Public Shareholding (B)=(B)(1) + (B)(2)
7558779 13395949 20954728 6166 7601392 13353336 20954728 6166 ndash
C Shares held by Custodian for GDRs amp ADRs
ndash ndash ndash ndash ndash ndash ndash ndash ndash
Grand Total (A+B+C) 11667976 22318267 33986243 10000 11710589 22275654 33986243 10000 ndash
Annual Report 2015 19
UNIWORTH
UNIWORTHLIMITED
(ii) Shareholding of Promoters
Shareholderrsquos Name Shareholding at the beginning of the year
Share holding at the end of the year
change in share holding
during the year
No of Shares
of total Shares of the
Company
of Shares Pledged encum-bered
No of shares
of total Shares of the
Company
of Shares Pledgedencum-bered
RBProperties Private Limited 365854 108 ndash 365854 108 ndash ndash
Uniworth Securities Limited 1400 000 ndash 1400 000 ndash ndash
Uniworth Textiles Limited 1260250 371 ndash 1260250 371 ndash ndash
Uniworth Services Private Limited
140175 041 ndash 140175 041 ndash ndash
Aviante International Limited 6924975 2038 ndash 6924975 2038 ndash ndash
Aman Lohia 1151025 339 ndash 1151025 339 ndash ndash
Meena Lohia 1374250 404 ndash 1374250 404 ndash ndash
Megha Lohia 1218068 358 ndash 1218068 358 ndash ndash
Meena Lohia 595518 175 ndash 595518 175 ndash ndash
Total 13031515 3834 ndash 13031515 3834 ndash ndash
(iii) Change in Promoters Shareholding (Please specify if there is no change)
Shareholderrsquos Name Shareholding at the beginning of the
year
Date wise increase (decrease) in shareholding during the year
Cumulative Shareholding at the end of the year
No of Shares
of total Shares of the
Company
Date No of Shares
Nature No of shares
of total Shares of the
CompanyRBProperties Private Limited
365854 108 NIL NIL NIL 365854 108
Uniworth Securities Limited
1400 000 NIL NIL NIL 1400 000
Uniworth Textiles Limited 1260250 371 NIL NIL NIL 1260250 371Uniworth Services Private Limited
140175 041 NIL NIL NIL 140175 041
Aviante International Limited
6924975 2038 NIL NIL NIL 6924975 2038
Aman Lohia 1151025 339 NIL NIL NIL 1151025 339
Meena Lohia 1374250 404 NIL NIL NIL 1374250 404
Megha Lohia 1218068 358 NIL NIL NIL 1218068 358
Meena Lohia 595518 175 NIL NIL NIL 595518 175
Uniworth Limited20
UNIWORTH
UNIWORTHLIMITED
(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters and Holders of GDRs and ADRs)
Shareholderrsquos Name Shareholding at the beginning of the
year
Date wise increase (decrease) in shareholding during the year
Cumulative Shareholding at the end of the year
No of Shares
of total Shares of the
Company
Date No of Shares
Nature No of shares
of total Shares of the
CompanyMadhya Pradesh State Industrial Development Corporation Limited
750000 221 Nil Nil Nil 750000 221
Saurav Gupta201163 059 25042014 5408 TransferBuy 206571 061
18092014 2100 TransferBuy 208671 061Sanjeev Sureka 63952 019 Nil Nil Nil 63952 019
Asha Sanjay Tibdewal 57555 017
18042014 1375 TransferBuy 58930 017
10102014 1 TransferBuy 58931 017
24102014 (1023) TransferSell 57908 017
31102014 (10) TransferSell 57898 017
United India Insurance Company Limited
52003 015 Nil Nil Nil 52003 015
Lata Bhanshali 49210 014 Nil Nil Nil 49210 014
Sanjay Nandlal Tibdewal 49145 014 30092014 25043 TransferBuy 74188 022
24102014 (1500) TransferSell 72688 021
31102014 (500) TransferSell 72188 021
Alom Extrusions Limited 48100 014 Nil Nil Nil 48100 014
Niket Jhunjhunwala 45540 013 Nil Nil Nil 45540 013
Riyajuddin Khan 40032 012
25042014 (13) TransferSell 40019 012
02052014 (30017) TransferSell 10002 003
16052014 (9992) TransferSell 10 000
30052014 (10) TransferSell 0 000
Annual Report 2015 21
UNIWORTH
UNIWORTHLIMITED
(v) Shareholding of Directors and Key Managerial Personnel
Shareholderrsquos Name Shareholding at the beginning of the year
Date wise increase (decrease) in shareholding during the year
Cumulative Shareholding at the end of the year
No of Shares
of total Shares of the
Company
Date No of Shares
Nature No of shares
of total Shares of the
CompanySilpi Chakraborty 700 000 NIL NIL NIL 700 000
Sanjeev Saxena 600 000 NIL NIL NIL 600 000
V INDEBTEDNESS Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Loans excluding deposits
Unsecured Loans
Deposits Total Indebtedness
Indebtedness at the beginning of the financial yeari) Principal Amount 4936931 917455 1355 5855741ii) Interest due but not paid 6670403 -- -- 6670403iii) Interest accrued but not due -- -- -- --Total (i+ii+iii) 11607334 917455 1355 12526144Change in Indebtedness during the financial yearbull Addition 576543 -- -- 576543bull Reduction (2) -- (20) (22)Net Change 576541 -- (20) 576521Net Change Indebtedness at the end of the financial yeari) Principal Amount 4977356 917455 1335 5896146ii) Interest due but not paid 7206519 -- -- 7206519iii) Interest accrued but not due -- -- -- --Total (i+ii+iii) 12183875 917455 1335 13102665
Uniworth Limited22
UNIWORTH
UNIWORTHLIMITED
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A Remuneration to Managing Director Wholendashtime Directors andor Manager
Sl No Particulars of Remuneration Name of the Whole-time Directors
Total Amount (In Lacs)
S C Kalra S N Shenwai1 Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act 1961
098 809 907
(b) Value of perquisites us 17(2) Income Tax Act 1961 303 064 367
(c ) Profit in lieu of salary under Section 17(3) Income Tax Act 1961
- - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -
- As of profit - - -
- Others specify - - -
5 Others please specify - - -
Total (A) 401 873 1274
Ceiling as per the Act 4200
B Remuneration to other Directors
Sl No Particulars of Remuneration Name of the Directors Total Amount
(Rs)S C
MajumderK
JhunjhunwalaSilpi
ChakrabortyT C Jain Sanjeev
Saxena1 Independent Directors
bull Fee for attending board committee meetings
- 16000 14000 - - 30000
bull Commission - - - - - -
bull Others please specify - - - - - -
Total (1) - 16000 14000 - - 30000
2 Other Non-Executive Directorsbull Fee for attending board committee
meetings 4000 - - - - 4000
bull Commission - - - - - -
bull Others please specify - - - - - -
Total (2) 4000 - - - - 4000
Total (B)=(1+2) 4000 16000 14000 - - 34000
Total Managerial Remuneration 1308000
Overall Ceiling as per the Act All Non-ExecutiveIndependent Directors have been paid only sitting fees for attending Board meeting and
Committee meetingswhich is well within the limits prescribed under the Companies Act 2013
Annual Report 2015 23
UNIWORTH
UNIWORTHLIMITED
C Remuneration to Key Managerial Personnel other than MDManagerWT
Sl No
Particulars of Remuneration Name of the KMP Total Amount
(In Lacs)A K Ladia (CFO) Company Secretary
1 Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act 1961
330 ndash 330
(b) Value of perquisites us 17(2) Income Tax Act 1961
018 ndash 018
(c ) Profit in lieu of salary under Section 17(3) Income Tax Act 1961
ndash ndash ndash
2 Stock Option ndash ndash ndash
3 Sweat Equity ndash ndash ndash
4 Commission ndash ndash ndash
- As of profit ndash ndash ndash
- Others specify ndash ndash ndash
5 Others please specify ndash ndash ndash
Total 348 ndash 348
VII PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES
Type Section of the
Companies Act
Brief Description
Details of Penalty Punishment
Compounding fees imposed
Authority [RD NCLT
COURT]
Appeal made if any (give Details)
A COMPANYPenalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
B DIRECTORSPenalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
C OTHER OFFICERS IN DEFAULTPenalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
Uniworth Limited24
UNIWORTH
UNIWORTHLIMITED
INDUSTRY STRUCTURE amp DEVELOPMENT
Indian Textiles Industry is one of the leading textile industries in the world Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources The fast growing retail apparel industry in the organized sector with multiple and strong Brands in every sphere of fabric and clothing have further increased the importance and demand for textiles products and quality yarns in particular
OPPORTUNITIES AND THREATS
After global economic revival picks up the pace the demand for quality products is expected to bounce back in the coming years News of Chinarsquos internal demand of yarns surpassing its own production capacities is also quite encouraging and is an enormous growth potential by itself for producers in India and other countries as well However the rising cost of raw materials is a matter of concern together with the growing competition from other developing countries
SEGMENT WISE PERFORMANCE
The Companyrsquos business activities fall within a single primary segment of Textile Yarns viz WoolWorstedSilkSilk SpunNoil Yarns etc
FINANCIAL PERFORMANCE
Turnover of the Company during the year was Rs1391658 Lacs as against Rs1391288 Lacs in the previous year The Turnover remained almost at same level of previous year Profit before Interest Depreciation and Taxes was Rs114341 Lacs as against Rs126658 in the previous year
OPERATIONS MANAGEMENT DISCUSSION AND ANALYSIS
During the year under review total revenue remained almost at same level to Rs 13917 crores as against Rs 13913 crores in the previous year There was a cash profit to the tune of Rs 1434 crores as against Rs 1320 crores before interest and Depreciation in the previous year Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources
BUSINESS OUTLOOK
Demand for textile products have been on the fall for the higher end products like wool rich products due to global recession and have been the reason for not so encouraging top line Coupled with this sporadic fiscal instability in certain global markets was a cause of concern Although the demand for the same has started showing some improving trends and hence the company is optimistic and continuing its vigorous efforts in domestic as well as in foreign market
RISK amp CONCERNS
The primary risk for the Company is with the volatile Export markets and the uncertainty prevailing in the Global Economy Having to compete with low cost producers from countries like China and Korea is always a concern There are no significant current borrowings and thus the company seems isolated from financial risks and concerns especially in the face of increasing interest rates and cost of Capital
INTERNAL CONTROL SYSTEM
The Company has adequate system of internal controls to ensure that all assets are safeguarded and protected against loss and that all transactions are authorized recorded and reported correctly The systems are designed to support the reliability of the financial and other records for preparing financial statements and other data The Statutory Auditors also discuss their comments and findings with the management as well as with the audit committee
MANAGEMENT DISCUSSION amp ANALYSIS REPORT
Annual Report 2015 25
UNIWORTH
UNIWORTHLIMITED
The Company has also regularly placed before the Board Internal Audit Reports Financial Results with Provisional Balance Sheets Performance Review Report of various Units together with Executive Summary Current Workings and all Current matters of commercial importance and various other information as generally required under the various Stock Exchange Listing Agreements
HUMAN RESOURCES
The Company continues to recognize the importance of good human relations in the smooth working of the organization Up gradation of the skills of the employees is pursued by the Company through regular on-the-job training sessions
CAUTIONARY STATEMENT
The facts and views mentioned in this report on Management Discussion and Analysis describing the Companyrsquos views about the industry or otherwise and the forecasts made are entirely based on opinion formed by the Management of the Company and actual position or results may differ from those implied therein Important factors that could make a difference include economic developments within India and outside and also the economic performance of other countries with which the Company conducts business as well as availability of raw materials and prices and other incidental factors
For and on behalf of the Board of Directors
Place Kolkata S N Shenwai T C JainDate 29052015 Executive Director Director
Uniworth Limited26
UNIWORTH
UNIWORTHLIMITED
1 Companyrsquos Philosophy on Code of Corporate Governance
The Company believes that Corporate Governance is the combination of voluntary practices and compliance with the laws and regulations of the Companies leading to effective control and management of the Company Good Corporate Governance leads to long term shareholders value and enhances the interest of other stakeholders including the employees and all others connected with the Organization
The Company confirm the practice of good Corporate Governance codes by the company in true spirit and are pleased to present below the Report on Corporate Governance
2 Board of Directors
i As on March 31 2015 the Company has five directors Out of the five Directors four (ie 8000) are non-executive directors including two Independent Directors and one Nominee Director The composition of the board is in conformity with Clause 49 of the Listing Agreements entered into with the stock exchanges
ii None of the directors on the board hold directorships in more than ten public companies Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a director Necessary disclosures regarding committee positions in other public companies as on March 31 2015 have been made by the directors None of the directors are related to each other
iii Independent directors are Non-Executive Directors as defined under Clause 49(ll)(B)(1) of the Listing Agreements entered into with the Stock Exchanges The maximum tenure of the independent directors is in compliance with the Companies Act 2013 (ldquoActrdquo) All the Independent Directors have confirmed that they meet the criteria as mentioned under clause 49 of the Listing Agreement and Section 149 of the Act
iv The names and categories of the Directors on the Board their attendance at Board meetings held during the year and the number of directorships and committee chairmanships memberships held by them in other public companies as on March 31 2015 are given herein below Other directorships do not include directorships of private limited companies Section 8 companies and of companies incorporated outside India Chairmanships memberships of board committees shall include only audit committee and stakeholdersrsquo relationship committee
Name of Directors Category Number of Board Meetings during the year 2014-15
Whether attended last AGM held on
Sept 26 2014
Number of directorships
in other Public Companies
Number of Committee
positions held in other public
companies
Held Attended Chairman Member Chairman Member
Mr K Jhunjhunwala Independent Non-Executive
6 5 Yes ndash 9 ndash 3
Mr A G Bhatnagar Non Independent
Non-Executive
1 ndash No ndash ndash ndash ndash
Mr S C Kalra Non Independent
ExecutiveDirector
1 1 No ndash ndash ndash ndash
REPORT ON CORPORATE GOVERNANCE(Pursuant to Clause 49 of the Listing Agreement)
Annual Report 2015 27
UNIWORTH
UNIWORTHLIMITED
Name of Directors Category Number of Board Meetings during the year 2014-15
Whether attended last AGM held on
Sept 26 2014
Number of directorships
in other Public Companies
Number of Committee
positions held in other public
companies
Held Attended Chairman Member Chairman Member
Mr S N Shenwai Non Independent
Executive Director
6 2 No ndash ndash ndash ndash
Mr S C Majumder Non Independent
Non-Executive
2 1 Yes (By Invitation)
ndash ndash ndash ndash
Mrs Silpi Chakraborty
Independent Non-Executive
4 4 Yes ndash ndash ndash ndash
Mr Tara Chand Jain
Non Independent
Non-Executive
1 ndash NA ndash ndash ndash ndash
Mr Sanjeev Saxena Non-Executive amp Nominee of MPSIDC Ltd
6 ndash No ndash ndash ndash ndash
Mr A G Bhatnagar has resigned as Director of the Company wef 29th May 2014 and Mr S C Kalra has resigned as Executive Director of the Company wef 29th May 2014 Appointed as an Additional Director and subsequently designated as Executive Director wef 29th May 2014 Resigned as Director of the Company wef 14th July 2014 Appointed as an Additional Director wef 14th July 2014 Appointed as an Additional Director wef 31st March 2015
v Six board meetings were held during the year and the gap between two meetings did not exceed one hundred twenty days The dates on which the said meetings were held
29052014 14072014 12082014 12112014 11022015 and 31032015 The necessary quorum was present for all the meetings
vi During the year a separate meeting of the independent directors was held inter-alia to review the performance of non-independent directors and the board as a whole
vii The Board periodically reviews compliance reports of all laws applicable to the Company prepared by the Company
viii The Company regularly placed before the Board Internal Audit Reports Financial Results with Provisional Balance Sheets Performance Review Report of various Units together with Executive Summary Current Workings and all Current matters of commercial importance and various other information as under Clause 49 of the Listing Agreement from time to time
ix The Companies Act 2013 requires that a Woman Director should be a member of the Board of director Hence Mrs Silpi Chakraborty was appointed on 14th July 2014 as member of the Board as Woman Independent Director her appointment was duly confirmed by means of E-voting in last AGM of the company held on 26092014
22 Code of Conduct The Board of Directors plays an important role in ensuring good governance The Code of Conduct formulated
Uniworth Limited28
UNIWORTH
UNIWORTHLIMITED
by the Company during the year which the DirectorsSenior Executive have been advised to follow envisages inter alia the following-
To observe the highest standards of ethical conduct and integrity and to work to the best of their ability and judgement
To maintain and help the Company in maintaining highest degree of Corporate Governance practices
To act in utmost good faith and exercise due care diligence and integrity in performing their official duties
Not to seek accept or receive directly or indirectly any gift payments or favour in whatsoever form from Companyrsquos Business Associates which can be perceived as being given to gain favour or dealing with the Company and to ensure that the Companyrsquos interests are never compromised
To maintain confidentiality of information entrusted by the Company or acquired during performance of their duties and not to use it for personal gain or advantage
Not to commit any offences involving moral turpitude or any act contrary to law or opposed to the public policy
3 Audit Committee i) The audit committee of the Company is constituted in line with the provisions of Clause 49 of the Listing
Agreements entered into with the stock exchanges read with Section 177 of the Act
ii) The terms of reference of the Audit Committee are broadly as under -
a) Oversight of the Companyrsquos financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct sufficient and credible
b) Recommend the appointment remuneration and terms of appointment of auditors of the Company
c) Approval of payment to statutory auditors for any other services rendered by the statutory auditors
d) Reviewing with the management the annual financial statements and auditorsrsquo report thereon before submission to the board for approval with particular reference to
bull Matters required to be included in the directorrsquos responsibility statement to be included in the boardrsquos report in terms of clause (c) of sub-section 3 of section 134 of the Act
bull Changes if any in accounting policies and practices and reasons for the same
bull Major accounting entries involving estimates based on the exercise of judgment by management
bull Significant adjustments made in the financial statements arising out of audit findings
bull Compliance with listing and other legal requirements relating to financial statements
bull Disclosure of any related party transactions
bull Qualifications in the draft audit report
e) Reviewing with the management the quarterly financial statements before submission to the board for approval
f) Reviewing with the management the statement of uses application of funds raised through an issue (public issue rights issue preferential issue etc) the statement of funds utilised for purposes other than those stated in the offer document prospectus notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue and making appropriate recommendations to the board to take up steps in this matter
g) Review and monitor the auditorsrsquo independence and performance and effectiveness of audit process
h) Approval or any subsequent modification of transactions of the Company with related parties
i) Scrutiny of inter-corporate loans and investments
Annual Report 2015 29
UNIWORTH
UNIWORTHLIMITED
j) Valuation of undertakings or assets of the Company wherever it is necessary
k) Evaluation of internal financial controls and risk management systems
l) Reviewing with the management performance of statutory and internal auditors adequacy of the internal control systems
m) Reviewing the adequacy of internal audit function if any including the structure of the internal audit department staffing and seniority of the official heading the department reporting structure coverage and frequency of internal audit
n) Discussion with internal auditors of any significant findings and follow up there on
o) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board
p) Discussion with statutory auditors before the audit commences about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern
q) To look into the reasons for substantial defaults in the payment to the depositors debenture holders shareholders (in case of non-payment of declared dividends) and creditors
r) Establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed
s) To review the functioning of whistle blower mechanism
t) Approval of appointment of CFO
u) The Committee reviews the efficacy of the internal control mechanism and monitors the risk management policies adopted by the Company The Committee also reviews the report furnished by the internal and Statutory Auditors and ensures that suitable follow up actions are taken Besides the Committee also examines accounting taxation and disclosure aspects of all significant transactions
v) Carrying out any other function as is mentioned in the terms of reference of the audit committee
w) To mandatorily review the following information
bull Management discussion and analysis of financial condition and results of operations
bull Statement of significant related party transactions (as defined by the audit committee)submitted by management
bull Management letters letters of internal control weaknesses issued by the statutory auditors
bull Internal audit reports relating to internal control weaknesses and
bull The appointment removal and terms of remuneration of the chief internal auditor
iii) The audit committee invites executives as it considers appropriate (particularly the head of the finance function) representatives of the statutory auditors and representatives of the internal auditors to be present at its meetings The Company Secretary acts as the secretary to the audit committee
iv) The previous annual general meeting (AGM) of the Company was held on September 26 2014 and was attended by the Chairman of the audit committee
v) The Composition of the Committee and the attendance of each member of the Committee during the year 2014-15 are given below
Name Category Profession Number of Meetings during the Financial year 2014-15
Held Attended
Mr A G Bhatnagar Non Independent Non-Executive
Professional 1 -
Uniworth Limited30
UNIWORTH
UNIWORTHLIMITED
Name Category Profession Number of Meetings during the Financial year 2014-15
Held Attended
Mr S C Kalra Non Independent Executive Director
Service 1 1
Mr S C Majumder Non Independent Non-Executive
Service 1 1
Mr K Jhunjhunwala Independent Non-Executive
Chartered Accountant
4 3
Mr S N Shenwai Non Independent Executive Director
Service 3 -
Mrs Silpi Chakraborty Independent Non-Executive
Professional 3 3
Resigned as members of the Committee wef 29th May 2014 Resigned as members of the Committee wef 14th July 2014 Appointed as member of the Committee wef 29th May 2014 Appointed as member of the Committee wef 14th July 2014 Members present at the meeting elect one of themselves as Chairman of the Meeting
vi) During the year 2014-15 4 (Four) meetings of the Audit Committee were held and the gap between two meetings did not exceed four months The dates of the meetings are following 29052014 12082014 12112014 and 11022015
4 Nomination and Remuneration Committee i) The Nomination and Remuneration Committee was re-organised during the year as per the provisions
of the act and Clause 49 of the Listing Agreement
ii) The Nomination and Remuneration Committee was formed with a view to reviewing and making recommendations on annual salaries performance commissions perquisite and other employment conditions of ExecutiveWhole-time Directors and other Executives and Officials The Committee also takes into consideration remuneration practices followed by leading companies as well as information provided by reputed consultants while determining the overall remuneration package
iii) The composition and attendance of the members at the Meetings of Remuneration Committee during the year 2014-15 were as under
Name Category Number of Meetings during the Financial year 2014-15
Held Attended
Mr K Jhunjhunwala Independent Non-Executive 4 3
Mr A G Bhatnagar Non Independent Non-Executive 1 ndash
Mr S C Majumder Non Independent Non-Executive 1 1
Mrs Silpi Chakraborty Independent Non-Executive 3 3
Mr T C Jain Non Independent Non-Executive ndash ndash
Resigned as member of the committee wef 29th May 2014 Resigned as member of the committee wef 14th July 2014 Appointed as member of the committee wef 14th July 2014 Appointed as member of the committee wef 31st March 2015 Members present at the meeting elect one of themselves as Chairman of the Meeting
During the year 2014-15 4 (four) Meetings of the Nomination and Remuneration Committee were held on the following dates 29052014 12082014 12112014 and 11022015
Annual Report 2015 31
UNIWORTH
UNIWORTHLIMITED
iv) Remuneration of Directors Details of remuneration paid payable to Directors for the year ended 31st March 2015 are as follows (Amount in Rs)
Name of Directors Board Meeting
Audit Committee
Meeting
Commission Total
Mr K Jhunjhunwala 10000 6000 ndash 16000
Mr S C Majumder 2000 2000 ndash 4000
Mrs Silpi Chakraborty 8000 6000 ndash 14000
Mr T C Jain ndash ndash ndash ndash
Mr Sanjeev Saxena ndash ndash ndash ndash
Resigned as member of the committee wef 14th July 2014 Appointed as member of the committee wef 14th July 2014 Appointed as member of the committee wef 31st March 2015
vi) Details of Remuneration paidpayable to Executive Directors Remuneration for the year ended 31st March 2015 is as follows
(Amount in lacs)
Name of Director Salary Allowance Perquisites Total
Mr S C Kalra 079 019 303 401
Mr SN Shenwai 600 209 064 873 Mr S C Kalra resigned as Executive Director of the Company wef 29th May 2014
Mr S N Shenwai appointed as Executive Director of the Company wef 29th May 20145 Stakeholders Relationship Committee i) As per the applicable provisions of Section 178 of the companies Act 2013 and Clause 49 of the
Listing Agreement the nomenclature Share Transfer cum Investor Grievance Committee was renamed as Stakeholders Relationship Committee
ii) The Stakeholders Relationship Committee look into the redressal of complaints of investors such as transfer or credit of shares non-receipt of dividend notices annual reports etc
iii) During the year two meetings of the Stakeholder Relationship committee was held on 16062014 and 16122014
iv) The composition and attendance of the members in the following Committee Meetings during the year 2014-15 were as under
Name Number of meetings during the financial year 2014-15
Held Attended
Mr K Jhunjhunwala 2 2
Mr A G Bhatnagar ndash ndash
Mr S C Kalra ndash ndash
Mr S N Shenwai ndash ndash
Mr S C Majumder 1 1
Mrs Silpi Chakraborty 1 1
Mr Tara Chand Jain ndash ndash
Resigned as members of the committee wef 29th May 2014
Uniworth Limited32
UNIWORTH
UNIWORTHLIMITED
Appointed as member of the committee wef 29th May 2014 Resigned as member of the committee wef 14th July 2014 Appointed as member of the committee wef 14th July 2014 Appointed as member of the committee wef 31st March 2015 Members present at the meeting elect one of themselves as Chairman of the Meeting
v) During the year 2014-15 16 (Sixteen) Meetings regarding Share Transfer were held on the following dates 16062014 15072014 29082014 05092014 18092014 30092014 16102014 31102014 14112014 28112014 16122014 12012015 30012015 17022015 27022015 and 16032015
vi) Share Transfers
bull All Shares have been transferred and returned within the prescribed period so long as the documents have been in order in all respects
bull Total number of Equity Shares transferred during the relevant period was 11730
vii) Compliance Officer
Mr S N Shenwai Executive Director is the Compliance Officer of the Company and his contact details are given below
Mr S N Shenwai Executive Director Uniworth Limited ldquoGREEN ACRESrdquo 2 Nazar Ali Lane Flat- 4A Kolkata ndash 700 019 Phone (033) 40061301
viii) Status of Investor Complaints
Complaints received from Shareholders have been mostly cleared within the financial year The complaints are generally replied to within 10-15 days from their lodging with the Company
No of Complaints received from the Investors (including brought forward) 18
No of Complaints resolved 17
Complaints pending as on 31st March 2015 1
No of Share Transfers pending for approval as on 31st March 2015 NIL
6 General Body Meetings i) Annual General Meeting
The location and time of the Annual General Meetings held during the last 3 years is as follows
Annual General Meeting (AGM) Date Time Venue No of Special
Resolutions passed
24th Annual General Meeting 28092012 1030 AM Science CitySeminar HallJBS Haldane AvenueKolkata ndash 700 046
ndash
25th Annual General Meeting 26092013 1030 AM Science CitySeminar HallJBS Haldane AvenueKolkata ndash 700 046
ndash
Annual Report 2015 33
UNIWORTH
UNIWORTHLIMITED
26th Annual General Meeting 26092014 1030 AM Science CitySeminar HallJBS Haldane AvenueKolkata ndash 700 046
ndash
ii) The Special Resolutions if any are usually passed on show of hands and mostly unanimously
iii) No Postal Ballot were used in last year The Company does not have any proposal for Postal Ballot at present
7 Disclosures a) Related Party transactions have been disclosed under Note No 27 to the accounts for year under
review and it is not conflict with the interest of the Company
b) The Company has complied with all the mandatory requirements of clause 49 of the listing agreements with the Stock Exchanges as well as regulations and guidelines of SEBI wherever applicable
c) No transaction of material nature has been entered into by the Company with the Directors or Promoters or Management and their relatives their subsidiaries etc that may have a potential conflict with the interest of the Company at large The Register of Contracts in which Directors are interested was placed before the Board regularly
d) The Company has in place an Employee Concern (Whistle Blower) No personnel has been denied access to the Audit Committee to lodge their Grievances
e) No penalties or strictures have been imposed on the Company by the Stock Exchange or SEBI or any statutory authority on any matter related to capital markets during the last three years as all requirements were complied with
f) All mandatory requirements have been appropriately complied
g) Resume and other information of the Directors proposed to be appointedre-appointed (including those retiring by rotation) at the ensuing annual General Meeting are given in the Notice relating thereto to the shareholders
h) No presentation were made to Institutional Investors and Analysts during the year
i) The Company does not have any subsidiary
j) Your Company has followed all relevant Accounting Standards while preparing the Financial Statements
k) Particulars of Equity Shares of the Company held by Non-Executive Directors (both own or held byfor other person on a beneficial basis) are as follows
Name of Directors Number of Equity Shares heldMrs Silpi Chakraborty 700
Mr Sanjeev Saxena 600
l) Risk Management
A comprehensive risk management policy for the purpose of management policy in the Company for periodical review by the Board of Directors has formulated In addition Risk Management issues are generally discussed in the Audit Committee
m) CEOCFO Certification The ExecutiveWhole-time Director and Chief Financial Officer who are also heading the finance
function have confirmed to the Board that
(a) They have reviewed financial statements and the cash flow statement for the year and that to the best of their knowledge and belief
(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
Uniworth Limited34
UNIWORTH
UNIWORTHLIMITED
(ii) these statements together present a true and fair view of the companyrsquos affairs and are in compliance with existing accounting standards applicable laws and regulations
(b) There are to the best of their knowledge and belief no transactions entered into by the company during the year which are fraudulent illegal or violative of the companyrsquos code of conduct
(c) They accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of the internal control systems of the company pertaining to financial reporting and they have disclosed to the auditors and the Audit Committee deficiencies in the design or operation of internal controls if any of which they are aware and the steps they have taken or propose to take to rectify these deficiencies
(d) They have indicated to the Auditors and the Audit Committee
(i) that there have been no significant changes in internal control over financial reporting during the year
(ii) that there have been no significant changes in accounting policies during the year and
(iii) that there are no instances of significant fraud of which they have become aware and the involvement therein if any of the management or an employee having a significant role in the companyrsquos internal control system over financial reporting
n) Brief Profile and other informationrsquos of the Directors proposed to be appointed re-appointed (including those retiring by rotation) at the ensuing Annual General Meeting are given in the Notice relating thereto the shareholders
8 Means of Communication a) The Annual Half yearly and Quarterly Results are Electronically transmitted to the Stock Exchanges in
accordance with the Listing Agreement and are uploaded on the Companyrsquos Website wwwuniworthcom also the same are being published in an English Newspaper namely the Echo of India Kolkata and Arthik Lipi alongwith Dainik Lipi Bengali leading Newspapers
b) Management Discussion amp Analysis Report is forming a part of the Annual Report
9 General Shareholder Information a) Annual General Meeting - Date and Time 29th September 2015 at 1030 AM
- Venue Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046
b) Financial Calendar (Tentative and subject to change)
Financial reporting for
- the Quarter ending 30th June 2015 2nd week of August 2015 - the Quarter and Half Year ending 30th September 2015 2nd week of November 2015 - the Quarter ending 31st December 2014 2nd week of February 2016 - Year ending 31st March 2016 4th week of May 2016
c) Date of Book Closure 23rd September 2015 to 29th September 2015
d) Dividend Payment Date NA
e) Registered Office ldquoGREEN ACRESrdquo 2 Nazar Ali Lane Flatndash 4A Kolkata ndash 700 019
f) Listing on Stock Exchanges The Equity Shares of the Company are listed on the following Stock Exchanges
Annual Report 2015 35
UNIWORTH
UNIWORTHLIMITED
Code No The Calcutta Stock Exchange Ltd (CSE) 10033010
BSE Limited (BSE) 514144
Listing fees for the Financial Year 2015-2016 have been paid
g) Corporate Identity No (CIN) of the Company L17299WB1988PLC044984
h) Stock Market Data
1 The Calcutta Stock Exchange Ltd There has been no trading during the year 2 BSE Limited
Month amp Year High (`) Low (`) Monthly Volume(No of Equity Shares)
April 2014 096 058 64744May 2014 096 083 52417June 2014 101 080 32394July 2014 111 084 47313August 2014 165 084 39696September 2014 218 138 154526October 2014 330 215 125576November 2014 309 212 64128December 2014 246 162 33765January 2015 187 146 26982February 2015 153 111 36842March 2015 118 082 16397
i) Registrar and Transfer Agents Ms C B MANAGEMENT SERVICES (P) LIMITED P-22 Bondel Road Kolkata ndash 700 019 Phone No (033) 4011 6700671167186723 Fax No (033) 40116739 E-mail rtacbmslcom
(j) (1) Distribution of Shareholding as on 31st March 2015
Slab of Equity Shares held
No of Shareholders No of Equity Shares
1- 500 79783 9388 11250631 3310501 ndash 1000 3045 358 2260412 6651001 ndash 2000 1273 150 1801305 5302001 ndash 3000 386 045 959785 2823001 ndash 4000 169 020 597378 176
Uniworth Limited36
UNIWORTH
UNIWORTHLIMITED
4001 ndash 5000 104 012 481868 1425001-10000 137 016 922783 27210001-Above 89 011 15712081 4623Total 84986 10000 33986243 10000
(2) Categories of Shareholders as on 31st March 2015
Categories Number of Equity Shares Amount in (Rs)
Promoters Directors Relatives and Associated Companies
13032815 130328150 3835
Financial Institutions Govt Companies 802153 8021530 236Mutual Funds UTI 23230 232300 007Banks 28032 280320 008Foreign Institutional Investors 4300 43000 001Non ndash Resident Indians 101404 1014040 030Other Bodies Corporate 816054 8160540 240Public 19178255 191782550 5643Total 33986243 339862430 10000
k) Dematerialization of Shares and Liquidity 11710589 Equity Shares (3446 of Total Shares) are in the Dematerialised Form as on 31st March
2015
At present the Companyrsquos Shares are compulsorily traded in Dematerialised Form as per notification issued by the Securities and Exchange Board of India (SEBI) The ISIN allotted for the Equity Shares of the Company is INE207A01013
l) Share Transfer System To expedite the Share Transfer process in the Physical segment authority has been delegated to the
ldquoStakeholder Relationship Committeerdquo Share transfertransmissions approved by the Committee are placed at the Board Meeting from time to time
m) Outstanding GDRsADRsWarrants Not Applicable
n) Plant Location 1) Urla Growth Centre Raipur Chattisgarh
2) Amriti Malda West Bengal
o) Investor Correspondence S N Shenwai Uniworth Limited
ldquoGREEN ACRESrdquo 2 Nazar Ali Lane Flat- 4A Kolkata ndash 700 019 Phone (033) 40061301 Website wwwuniworthcom
Annual Report 2015 37
UNIWORTH
UNIWORTHLIMITED
DISCLOSURE OF CODE OF CONDUCTAnnual Certificate under Clause 49 (II) (E) of Listing Agreement with Stock Exchanges
DECLARATIONAs required under Clause 49 (II) (E) of the Listing Agreement with the Stock Exchanges I hereby declare that all the Board Members and Senior Management Personnel ie employees in the grades of General Manager and above of the Company have complied with the Code of Conduct of the Company for Financial Year ended 31st March 2015
Place Kolkata S N ShenwaiDate 29052015 Executive Director
AUDITORSrsquo CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT TO THE MEMBERS OF UNIWORTH LIMITED
TO THE MEMBERS OF UNIWORTH LIMITED
We have examined the compliance of conditions of Corporate Governance by Uniworth Limited (ldquothe Companyrdquo) for the year ended 31st March 2015 as stipulated in clause 49 of the Listing Agreements of the Company entered into with Stock Exchanges
The compliance of conditions of Corporate Governance is the responsibility of the management Our examination was limited to a review of the procedures and implementation thereof adopted by the company for ensuring the compliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company
In our opinion and to the best of our information and according to the explanation given to us and the representations made by the Directors and the management we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above- mentioned Listing Agreement
We state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency of the effectiveness with which the management has conducted the affairs of the Company
For S S KOTHARI amp COChartered Accountants
Firm Registration No 302034EA DATTA
Place Kolkata PartnerDate 29th May 2015 Membership No 005634
Uniworth Limited38
UNIWORTH
UNIWORTHLIMITED
INDEPENDENT AUDITORSrsquo REPORT To the Members ofUNIWORTH LIMITEDReport on the Financial Statements
We have audited the accompanying Financial Statements of UNIWORTH LIMITED (ldquothe Companyrdquo) which comprise the Balance Sheet as at 31st March 2015 the Statement of Profit and Loss the Cash Flow Statement and a summary of the Significant Accounting Policies and other explanatory information for the year then ended
Managementrsquos Responsibility for the Financial Statements
The Companyrsquos Board of Directors is responsible for the matters stated in Section 134(5) of the Companies act 2013 (ldquothe Actrdquo) with respect to the preparation of these Financial Statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes 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 frauds and other irregularities selection and application of appropriate accounting policies making judgements and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditorrsquos Responsibility
Our responsibility is to express an opinion on these Financial Statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements The procedures selected depend on the auditorrsquos judgement including assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companyrsquos preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyrsquos Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the Financial Statements
Basis for Qualified Opinion
1 Footnote (i) to Note No 23 regarding interest provision on borrowings from some of the institutions and banks which has been made in the financial statements under simple interest method at the prevailing estimated rates applicable on such loans in absence of relevant documentsconfirmations as a result of which impact of compound interestpenal charges wherever applicable having not been ascertained as well as the note therein regarding the matter of dispute between the Company and the BankersCreditors in connection with charging of interest payment and payment of principal
2 Footnote No (ii) to Note No 23 regarding non-provision of Interest on certain loans and the impact of the non-provision is not presently ascertainable
Annual Report 2015 39
UNIWORTH
UNIWORTHLIMITED
3 Footnote No 4 (i) (ii) and (iii) of Note No 15 regarding overdue Export Bills amounting to ` 3178731 lacs outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
4 Footnote 1 of 17 regarding Claims Receivable amounting to ` 68936 lacs due from various banks outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
5 Footnote 3 of Note No 17 regarding advance of ` 314473 lacs due from certain parties which in our opinion are considered doubtful of recovery against which adequate provision has not been made
6 Footnote 3 of Note No 16 relating to non-accounting of withdrawals other transactions from certain Bank accounts during the year due to reasons stated on the said Note 16 (3)
7 Note No 30 regarding non-compliance of Accounting Standard (AS) 6 Depreciation Accounting due to non-adoption of Schedule ndash II of the Companies Act 2013 and also non-compliance of mandatory Accounting Policy for Depreciation required to be followed by the Company due to reasons stated in the said Note
8 In absence of any workings for impairment of assets as per Accounting Standard (AS) 28 Impairment of Assets the impact of such impairment is not ascertainable
9 Non-provision non-compliance of Items indicated in (1) to (8) above constitute a departure from the Accounting Standards referred to in Section 133 of the Act Without considering Item Nos (1) (2) (6) (7) and (8) above whose impact on the Companyrsquos Statement of Profit and Loss is presently non-ascertainable had the provisions indicated in Item Nos (3) to (5) been made
(i) the Loss for the year would have increased by ` 3562140 lacs
(ii) Trade Receivables would have decreased by ` 3178731 lacs
(iii) Short Term Loans and Advances would decreased by ` 383409 lacs
(iv) The Shareholdersrsquo Fund would have been lower by ` 3562140 lacs
Qualified Opinion
In our opinion and to the best of our information and according to the explanations given to us except for the like effects of the matters described in the Basis for Qualified Opinion paragraph above the aforesaid Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2015 and its loss and its cash flows for the year ended on that date
Emphasis of Matters
We draw your attention to the following matters in the Notes to the Financial Statements
1 Following Notes to the Financial Statements describe the uncertainty related to the outcome of the lawsuits other legal matters and matters under settlements indicated therein
(a) Footnote (2) to Note No 4 regarding legal issues following securitization of Secured Loans as stated in the said Note
(b) Footnote (2) of Note No 15 regarding pending adjustments of Sundry Debtors against supplies and other liabilities etc due to the buyers In absence of final settlement with the parties and non-receipt of necessary approval from concerned regulatory authority extent of the amount of adjustments so required could not be ascertained
(c) Footnote to Note No 6 regarding estimated amount of ` 872228 lacs provided during the year 2002-03 as sales claims and commissions relating to earlier years from overseas customers of the Company which is pending for final settlement Necessary adjustments for such claims and commissions will be made after final settlement and obtaining necessary approval from the concerned regulatory authority
Uniworth Limited40
UNIWORTH
UNIWORTHLIMITED
(d) Footnote 1 of Note No 15 and Footnote 2 of Note No 17 regarding Debtors and Advances amounting to ` 145362 lacs and ` 138719 lacs respectively relating to Companies which have become Sick and referred to BIFR under the Sick Industrial Companies (Special Provisions) Act 1985 As the rehabilitation scheme of these companies are pending finalisation the amount of provision if any which may be required remain unascertainable
(e) Note No 32 regarding legal recourse taken by certain banks and financial institutions for recovery of their dues and the matter is sub-judice as stated in the said Note
(f) Note No 33 regarding non-compliance of certain technical formalities due to which transfer of certain borrowing facilities to a body corporate could not be made
(g) Note No 34 regarding applications made by the Company with the Reserve Bank of India from time to time for extension setting off of certain overdue bills
(h) Note No 35 regarding Debit Note sent by a body corporate in an earlier year for unilateral transfer back of all assets not taken into cognizance by the Company in preparing these Financial Statements as stated in the said Note
(i) Note No 38 regarding claims filed by a body corporate for ` 21625 lacs for non-fulfilment of clauses of the agreement relating to transfer of Nagpur Unit to them outcome of which would eventually arise on finalisation of suit
(j) Matters disclosed in Note No 19 relating to Entry Tax CentralCommercial Sales Tax Demands Customs Demands Professional TaxLabour CasesWater Cess Electricity Duty etc disclosed under Contingent Liabilities which are contested by the Company and pending before various forums authorities for final decisions
2 Note No 4 (Footnote 4) Note No 7 (Footnote) and Note No 16 (Footnote 1) to the financial statements regarding non-receipt of confirmations in respect of borrowings from banksFinancial Institutions and also debit balances in certain current accounts with banks due to restructuring being in progress book balances thereof have been relied upon
3 Note No 27 (d) regarding balance with a related party under reconciliation
4 Footnote 2 amp 3 of Note No 4 to the financial statements regarding preparation of these financial statements on Going Concern basis for the reasons stated therein as also the fact that the Company has accumulated losses and its net worth has been fully eroded Further the Company has incurred net loss during the current and previous years and the Companyrsquos current liabilities exceeded its current assets as at the Balance Sheet date These conditions along with other matters set forth in Notes to Financial Statements indicate the existence of a material uncertainty that may cast significant doubt about the Companyrsquos ability to continue as a going concern
Our opinion is not modified in respect of these matters
Report on Other Legal and Regulatory Requirements
i) As required by the Companies (Auditorrsquos Report) Order 2015 issued by the Central Government in terms of Sub-section (11) of Section 143 of the Act we enclose in the Annexure a statement on the matters specified in the said Order to the extent applicable to the Company
ii) As required by Section 143(3) of the Act we report that
a) We have sought and except for the matters described in the Basis for Qualified Opinion paragraph obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit
b) Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph above in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books
Annual Report 2015 41
UNIWORTH
UNIWORTHLIMITED
c) The Balance Sheet Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph in our opinion the Balance Sheet Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014
e) The matters described in the Basis for Qualified Opinion paragraph above in our opinion may have an adverse effect on the functioning of the Company
f) The matters described in sub-paragraph (1) under the Emphasis of Matters paragraph above in our opinion may have an adverse effect on the functioning of the Company
g) On the basis of written representations received from the Directors as on 31st March 2015 taken on record by the Board of Directors none of the Director is disqualified as on 31st March 2015 from being appointed as a director in terms of Section 164(2) of the Act
h) With respect to the other matters to be included in the Auditorrsquos Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion and to the best of our information and according to the explanations given to us
i The Company has disclosed the impact of pending litigations on its financial position wherever ascertainable
ii The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable loss
iii The Company has not transferred any amount to Investor Education and Protection Fund (Refer to Footnote No 1 to Note No4)
For S S KOTHARI amp COChartered Accountants
Firm Registration No 302034E
A DATTAPlace Kolkata PartnerDate 29th May 2015 Membership No 005634
Uniworth Limited42
UNIWORTH
UNIWORTHLIMITED
ANNEXURE TO THE AUDITORSrsquo REPORTThe Annexure referred to in our report to the members of UNIWORTH LIMITED the year ended 31ST March 2015
(i) (a) Whether the company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets
(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets However the updation of such records particularly with reference to estimated useful life of each asset is in process
(b) Whether these fixed assets have been physically verified by the management at reasonable intervals whether any material discrepancies were noticed on such verification and if so whether the same have been properly dealt with in the books of account
(b) The physical verification of fixed assets as stated by the management has been conducted by the Management during the year wherever practicable and the reconciliation of the quantities with the book records in progress The discrepancies if any would be adjusted on completion of reconciliation updation of records as stated above
(ii) (a) Whether physical verification of inventory has been conducted at reasonable intervals by the management
(ii) (a) Inventories of Raw Materials Finished Goods Work in Progress and Stores amp Spares have been physically verified at reasonable intervals by the Company except Finished Goods of Rs 1840 Lacs lying with third parties and Rs 11551 Lacs under seizure of the Excise Department
(b) Are the procedures of physical verification of inventory followed by the management reasonable and adequate in relation to the size of the company and the nature of its business If not the inadequacies in such procedures should be reported
(b) The procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business
(c) Whether the company is maintaining proper records of inventory and whether any material discrepancies were noticed on physical verification and if so whether the same have been properly dealt with in the books of account
(c) On the basis of our examination of the records of inventories we are of the opinion that the Company is maintaining proper records of inventories The discrepancies noticed on verification between physical stocks and the book records which were not material have been properly dealt with in the books of account
Annual Report 2015 43
UNIWORTH
UNIWORTHLIMITED
(iii) Whether the company has granted any loans secured or unsecured to companies firms or other parties covered in the register maintained under section 189 of the Companies Act If so
(iii) The Company has not granted any loan secured or unsecured during the year to any company firm or other party covered in the register maintained under section 189 of the Companies Act 2013
In this regard we have relied upon the entries recorded in the register maintained under section 189 of the Act
(a) Whether receipt of the principal amount and interest are also regular and
(b) If overdue amount is more than rupees one lakh whether reasonable steps have been taken by the company for recovery of the principal and interest
(iv) Is there an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services Whether there is a continuing failure to correct major weaknesses in internal control system
(iv) In our opinion and according to the information and explanations given to us there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchases of inventory and fixed assets and for the sale of goods During the course of our audit no major weakness has been noticed in the internal control system nor have there been any continuing failure on the part of the Company to correct any major weakness
(v) In case the company has accepted deposits whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under where applicable have been complied with If not the nature of contraventions should be stated If an order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal whether the same has been complied with or not
(v) The Company has not accepted any deposit from the public within the meaning of sections 73 to 76 or any other relevant provisions of the Companies Act 2013
(vi) Where maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act whether such accounts and records have been made and maintained
(vi) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under sub-section (1) of section 148 of the Companies Act 2013 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained However we have not made a detailed examination of the records with a view to determine whether they are accurate or complete
Uniworth Limited44
UNIWORTH
UNIWORTHLIMITED
(vii) (a) Is the company regular in depositing undisputed statutory dues including provident fund employeesrsquo state insurance income-tax sales-tax wealth tax service tax duty of customs duty of excise value added tax cess and any other statutory dues with the appropriate authorities and if not the extent of the arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable shall be indicated by the auditor
(vii) (a) According to the records of the Company the Company has been generally regular in depositing during the year with appropriate authorities undisputed statutory dues including provident fund employeesrsquo state insurance income tax sales tax wealth tax service tax customs duty excise duty value added tax cess and any other statutory dues where applicable except in the following cases which are outstanding for a period of more than six months from the date they became payable
VAT ` 680 lacs
Central Sales Tax ` 3654 lacs
Service tax ` 4281 lacs
Entry Tax ` 080 lacs(b) In case dues of income tax or sales tax or
wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute then the amounts involved and the forum where dispute is pending shall be mentioned (A mere representation to the concerned Department shall not constitute a dispute)
(b) According to the records of the Company following statutory dues have not been deposited by the Company on account of disputes
Nature of dues
Amount(` inLacs)
Period since when
Forum
Entry Tax 5711 1997-98 Appeal with Commissioner of Commercial Tax
Excise Duty 864 Prior to 2000 Under Appeal with CESTAT New Delhi
Electricity Duty amp Cess
1857 2005 Writ Petition before Bilaspur High Court
(c) Whether the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time
(c) The Company has not transferred any amount to Investor Education and Protection Fund [Refer to Footnote (1) to Note No 4 (a) ]
(viii) Whether in case of a company which has been registered for a period not less than five years its accumulated losses at the end of the financial year are not less than fifty per cent of its net worth and whether it has incurred cash losses in such financial year and in the immediately preceding financial year
(viii) The accumulated losses of the Company at the end of the financial year have exceeded its net worth and also the Company has incurred cash losses in the current financial year and in the immediately preceding financial year
Annual Report 2015 45
UNIWORTH
UNIWORTHLIMITED
(ix) Whether the company has defaulted in repayment of dues to a financial institution or bank or debenture holders If yes the period and amount of default to be reported
(ix) The Company has defaulted in repayment of dues to financial institutions banks and debenture holders as under
(a) As per Original Agreement all the following Term Loans have become due for repayments However the Companyrsquos negotiations with the term lenders for rescheduling restructuring is in process
Nature of Financial Assistance
Amount (` in lacs)
Period of Default
a) Term Loani) Financial Institution Not Ascertainable
Principal 2117209Interest 1068697
ii) Bank Not AscertainablePrincipal 3758542Interest 5508741
b) DebentureNov-convertible Part C Redeemable Debenture
Principal 190062Interest 19695
Also refer to Note No 4
(x) Whether the company has given any guarantee for loans taken by others from bank or financial institutions the terms and conditions whereof are prejudicial to the interest of the company
(x) The Company has given guarantee for loans taken by Other Company others from bank or financial institution and the related terms and conditions are not prejudicial to the interest of the Company
(xi) Whether term loans were applied for the purpose for which the loans were obtained
(xi) Based on the information and explanations given to us by the Management no Term Loan was obtained by the Company during the year
(xii) Whether any fraud on or by the company has been noticed or reported during the year If yes the nature and the amount involved is to be indicated
(xii) Based upon the audit procedures performed during the course of our audit and information and explanations given by the Management we report that no fraud on or by the Company has been noticed or reported during the year
For S S KOTHARI amp COChartered Accountants
Firm Registration No 302034E
A DATTAPlace Kolkata PartnerDate 29th May 2015 Membership No 005634
Uniworth Limited46
UNIWORTH
UNIWORTHLIMITED
Particulars Note No As at 31032015
As at 31032014
I EQUITY AND LIABILITIES 1 Shareholders Fund
a) Share Capital 2 399862 399862 b) Reserves and Surplus 3 (9551249) (9151387) (9086744) (8686882)
2 Non-Current Liabilitiesa) Long Term Borrowings 4 - - b) Other Long Term Liabilities 5 227675 214963 c) Long Term Provisions 6 919008 1146683 909815 1124778
3 Current Liabilitiesa) Short Term Borrowings 7 2888541 2888676 b) Trade Payables 8 3367901 3114249 c) Other Current Liabilities 9 10578553 10028310 d) Short Term Provisions 10 3729 16838724 2397 16033632
Grand Total 8834020 8471528 II ASSETS
1 Non-Current Assetsa) Fixed Assets 11
i) Tangible Assets 378887 420957 ii) Capital Work in Progress 5468 7774
b) Non-Current Investments 12 300067 300067 c) Long Term Loans and Advances 13 79596 764018 73612 802410
2 Current Assetsa) Inventories 14 363263 398178 b) Trade Receivables 15 6443072 6042724 c) Cash and Cash Equivalent 16 25352 17946 d) Short Term Loans and Advances 17 643478 615433 e) Other Current Assets 18 594837 8070002 594837 7669118
Grand Total 8834020 8471528 Significant Accounting Policies 1Other Disclosures 25 - 40
Accompanying Notes are an integral part of the Financial StatementsThis is the Balance Sheet referred to in our Report of even date
BALANCE SHEET AS AT 31ST MARCH 2015 (` in 000rsquos)
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Annual Report 2015 47
UNIWORTH
UNIWORTHLIMITED
Particulars NoteNo
For the year ended31032015
For the year ended31032014
I Revenue from OperationsSale of products 1357763 1155975 Less Excise Duty - - Net Turnover 1357763 1155975
II Other Income 20 33895 235313 III Total Revenue (I + II) 1391658 1391288 IV Expenses
Cost of Materials Consumed 21 652552 724694 Purchases of Stock in Trade 33333 313 Changes in Inventories of Finished Goods Work in Progress amp Stock in Trade 22 14347 (8299)
Employees Benefits 25 151140 139783 Finance Cost 23 536119 536116 Depreciation and Amortisation 25 42727 42824 Other Expenses 24 424306 1854524 406500 1841931 Total Expenses 1854524 1841931
V Profit before tax (462866) (450643)VI Extra Ordinary Item 25 1639 1639 VII Profit before tax after Extra Ordinary
Items (464505) (452282)
VIII Tax Expenses - - IX Profit (Loss) for the period (464505) (452282)X Earnings Per Equity Share
i) Basic (1367) (1331)ii) Diluted (1367) (1331)
Significant Accounting Policies 1Other Disclosures 25 - 40
Accompanying Notes are an integral part of the Financial StatementsThis is the Statement of Profit amp Loss referred to in our Report of even date
STATEMENT OF PROFIT amp LOSS FOR THE YEAR ENDED 31ST MARCH 2015 (` in 000rsquos)
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Uniworth Limited48
UNIWORTH
UNIWORTHLIMITED
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2015 (` in 000rsquos)
Particulars 31032015 31032014A Cash Flow from Operating Activities
Net Profit (Loss) before Tax (464505) (452282)Adjustments For Depreciation and amortisation expense 42727 42824 Exceptional Items 1639 1639 Interest Income (2700) (2299)Dividend Received - (2)Net (Gain)Loss on foreign exchange (26043) (114085)Finance Cost 536119 536116 Sundry Balances w_off 152 - Unspent Liabilities Written Back - (9895)Operating Profit before Working Capital Changes 87389 2017 Adjustments For Increase(Decrease) in Other Long Term Liabilities 12712 20646 Increase(Decrease) in Long Term Provisions 9194 9106 Increase(Decrease) in Short Term Provisions 1332 (2926)Increase(Decrease) in Trade Payables 253652 158899 Increase(Decrease) in Other Current Liabilities 550241 602658 Decrease(Increase) in Non-Current Investment - - Decrease(Increase) in Long Term Loans amp Advances (5984) 1518 Decrease(Increase) in Other Non-Current Assets - - Decrease(Increase) in Inventories 34916 (26068)Decrease(Increase) in Trade Receivables (400348) (331229)Decrease(Increase) in Short Term Loans amp Advances (28198) (20496)Decrease(Increase) in Other Current Assets - (1)Cash Generated from (used in) Operating Activities 514906 414124 Tax Expense - - Net Cash Flow from(used in) Operating Activities (A) 514906 414124
B Cash Flow from Investing Activities Interest Income 2700 2299 Dividend Income - 2 Proceeds from sale of Non-Current Investments - - Addition to Tangible Fixed Assets 1408 1295 Addition to Intangible Fixed Assets - - Sale of Tangible Fixed Assets 241 5 Net Cash flow from(used in) Investing activities ( B ) 4348 3601
Annual Report 2015 49
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos)
Particulars 31032015 31032014C Cash Flow from Financing Activities
Proceeds from Equity Shares - - Repayment from Long term Borrowings - - Proceeds from Short term Borrowings (134) (1)Exceptional Items (1639) (1639)Net Gain on foreign exchange 26043 114085 Interest Expense (536119) (536116)Net Cash Flow from Financing Activities ( C ) (511849) (423671)Net Increase ( Decrease ) in Cash amp Cash Equivalents ( A+B+C ) 7406 (5947)Closing Balance of Cash amp cash Equivalents 25352 17946 Opening Balance of Cash amp cash Equivalents 17946 23893 Net Increase ( Decrease ) in Cash amp Cash Equivalents 7406 (5947)
Notes 1 The above Cash Flow Statement has been prepared under the ldquoIndirect Methodrdquo as set out in Accounting
Standard -3 on Cash Flow Statement notified under the Companies (Accounting Standards) Rules 20062 Addition to Fixed Assets include movement of Capital Work in Progress during the year3 Proceeds from Long term Borrowings are shown net of repayments 4 Figures in brackets represent cash outflow from respective activities 5 Cash amp cash Equivalents do not include any amount which is not available to the Company for its use6 As breakup of Cash amp cash equivalents is also available in Note No16 reconciliaton of items of Cash amp
cash equivalents as per Cash Flow Statement with the equivalent items reported in the Balance Sheet is not required
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Uniworth Limited50
UNIWORTH
UNIWORTHLIMITED
1 SIGNICANT ACCOUNTING POLICIES A BASIS OF PREPARATION The Financial Statements have been prepared to comply in material respects with the Accounting
Principles generally accepted in India including mandatory Accounting Standards specified under Section 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014 under the historical cost convention and on accrual basis The Accounting Policies in all material respect have been consistently applied by the Company and are consistent with those used in previous year
B TANGIBLE ASSETS Tangible Assets are stated at cost including pre-operative expenses amp borrowing cost allocated to
qualifying assets in proportion to costs thereof C IMPAIREMENT OF ASSETS An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value An
impairement loss is charged to the profit and loss account in the year in which an asset is identified as impaired The impairement loss recognised in prior accounting period is reversed if there has been a change in the estimate of recoverable amount
D CAPITAL WORK IN PROGRESS Stated at Cost E DEPRECIATION a The full value of Leasehold land is amortized over the period of lease b Depreciation on Tangible Assets continues to be provided on straight-line method at the rates
prescribed in erstwhile Schedule ndash XIV of the Companies Act 1956 This is a non-compliance of mandatory Accounting Policy required to be followed by the Company for Depreciation on Tangible Assets in terms of Accounting Standard (AS) 6 Depreciation Accounting
F INVENTORIES Basis of Valuation Raw Material At Cost Stores amp Spare Parts At Weighted Average Cost Work in Process and Finished Goods At Cost or Market Value whichever is lower Cost for this
purpose is determined with reference to cost of materials labour and appropriate overheads
Waste Stock At estimated realizable value except waste of Silk Division used for recycling which is valued at Cost as per past practice
G INVESTMENTS Long Term Investments are stated at cost less provision and write off in cost wherever the management
considers the fall in value to be of permanent in nature H BORROWING COSTS Borrowing costs that are attributable to the acquisition and construction of a qualifying asset are capitalized
as part of cost of that asset Other borrowing costs are recognised as expense in the period in which they are incurred
I EMPLOYMENT BENEFITS i) Short Term Employees Benefits The undiscounted amount of short-term employee benefits expected to be paid in exchange for the
services rendered by employees is recognized during the period when the employee rendered the service This benefit includes salary wages short-term compensatory absences and bonus
NOTES TO THE FINANCIAL STATEMENTS
Annual Report 2015 51
UNIWORTH
UNIWORTHLIMITED
ii) Long Term Employees Benefits a) Defined contribution Short Term Employees Benefits to ESIC (employees State Insurance
Corporation) and Provident Fund Schemes This contribution is recognized during the period in which employee renders service
b) Defined Benefit Scheme For defined benefit scheme the cost of providing benefit is determined using the projected unit credit method with actuarial valuation being carried out at each balance sheet date The retirement benefit obligation recognized in the balance sheet represents the value of defined benefit obligation as reduced by fair value of planned assets Actuarial gain and losses are recognized obligation in full during the period in which they occur
c) Leave encashment is determined on accrual basis J RECOGNITION OF INCOME AND EXPENDITURE Items of Income and Expenditure are recognised on accrual basis K SALES Sales are inclusive of Job Processing charges and exclude Inter Unit transfer claims etc L FOREIGN EXCHANGE TRANSACTIONS a) Assets and Liabilities relating to Foreign Currency outstanding at the year-end are translated at the
year-end rates b) Purchases and Sales are accounted for at average rates of exchange prevailing in the month
immediately preceding the month of transactions and the difference on account of foreign exchange fluctuation on the date of actual paymentrealization are treated as foreign exchange gainloss
M SEGMENT REPORTING The accounting policies adopted for Segment Reporting are in line with the accounting policies of the
company Revenue and Expenses have been identified to Segments on the basis of their relationship to the
operating activities of the segment Revenue and Expenses that relate to the enterprise as a whole and are not allocable to segment on a reasonable basis have been included under ldquoOthersrdquo
N TAXATION Current Tax is determined on the basis of the amount of tax payable under the Income Tax Act 1961
if any Deferred Tax LiabilitiesAssets subject to consideration of prudence are recognized and carried forward only when there is reasonable certainty that sufficient taxable Income will be available against which such Deferred Tax Liabilities Assets can be adjusted
O PROVISIONS AND CONTINGENT LIABILITIES The company recognizes a provision when there is a present obligation as a result of a past event that
probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may but probably will not require an outflow of resources Where there is possible obligation or a present obligation and the likelihood of outflow of resources is remote no provision or disclosure for contingent liability is made Contingent liabilities are generally not provided for in the accounts and are disclosed separately in Notes on Accounts
P EARNING PER SHARE Basic earning per share is calculated by dividing the net profit or loss for the period attributable to
equity shareholders by weighted average number of equity shares outstanding during the period The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for the events such as bonus share other than conversion of potential equity shares that have changed the number of equity shares outstanding without a corresponding change in resources For the purpose of calculating diluted earning per share the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares
NOTES TO THE FINANCIAL STATEMENTS
Uniworth Limited52
UNIWORTH
UNIWORTHLIMITED
NOTES TO THE FINANCIAL STATEMENTS2 Share Capital
Particulars 2014-15 2013-14a) Authorised
40000000 Equity Shares of ` 10- each (Previous Year 40000000 Equity Shares of ` 10- each)
400000 400000
900000013 Non Convertible Cumulative Redeemable Preference Shares of ` 100- each (Previous Year 9000000 Preference Shares of ` 100- Each)
900000 900000
Total 1300000 1300000 b) IssuedSubscribed amp Paid Up
33986243 Equity Shares of ` 10- each (Previous Year 33986243 Equity Shares of ` 10-each)
339862 339862
Preference Shares of ` 100- each (Previous Year 600000 13 Non Convertible Cumulative Redeemable Preference Shares of ` 100- each)
60000 60000
Total 399862 399862
c) Reconciliation of the number of Equity Shares Outstanding
Particulars 2014-15 2013-14Nos Nos Nos Nos
Number of Shares outstanding at the beginning of the year
33986243 33986243
Number of Shares outstanding at the end of the year
33986243 33986243
d) Reconciliation of the number of Preferance Shares Outstanding
Particulars 2014-15 2013-14Nos Nos Nos Nos
Number of Shares outstanding at the beginning of the year
600000 600000
Number of Shares outstanding at the end of the year
600000 600000
e) Shares in the Company held by each Shareholders holding more than
Name of Shareholders Number ofShares held
of Shareheld
Number ofShares held
of Shareheld
Nos Nos Nos NosAviante International Limited 6924975 2038 6924975 2038
f) Rights Preferances and Restrictions attached to Shares Issued
Each Equity Shareholder holding shares of ` 10- each is eligible for one vote per share held and is entitled to dividend when proposed by the Board of Directors subject to the approval of the sharesholders in the Annual General Meeting Each Equity Shares holders is entitled to participate in repayament of Capital on liqudation after all secured creditors have been paid
(` in 000rsquos)
Annual Report 2015 53
UNIWORTH
UNIWORTHLIMITED
Note 13 Non Convertible Cumulative Redeemable Preference Shares have already matured for redemption
completely by 12th December 2002 as per terms of redemtion However no part of this Share Capital amount could be redeemed by the aforesaid date The Company has received during the year 2010-11 a letter from IDBI The holders demanding forthwith the payament of the entire amount due on redemption togathet with the dividends due thereon
However the matter is pending restructuring of loans due to banks and financial institutions
3 Reserve amp Surplus
Particulars As at 31st March 2014
Addition Deduction As at 31st March 2015
a) Capital Reserve-Cpital Subsidy 6030 - - 6030
b) Securities Premium Account 406046 - - 406046
c) Debenture Redemption Reserve 87000 - - 87000
d) SurplusLoss (9585820) (464505) - (10050325)
(9086744) (464505) - (9551249)
4 Long Term Borrowings
Particulars 2014-15 2013-14a) Bonds Debentures
Secured4050990 125 Non Convertible Part-C Debentures of Rs50- each (Previous Year 4050990 Non Convertible Part-C Debentures of ` 50- each)
190060 190062
Less Unpaid Matured Debentures 190060 - 190062 -Terms of repayment Non - Convertible Part - C of the Debentures of ` 50 each Redeemable at par as per the terms of the issue in three equal instalments on 2341999 2342000 amp 2342001Security The debentures together with interest etc are secured by first mortgage and charge on all the companyrsquos immovable and movable assets both present and future and charge on current assets subject to prior charge createdto be created thereon in favour of the Companyrsquos Bankers for securing borrowings for Working Capital Requirements in the ordinary course of business The mortgage and charge referred to above shall rank pari passu with the mortgages and charges created to be created in favour of the Financial Institutions
(` in 000rsquos)
(` in 000rsquos)
Uniworth Limited54
UNIWORTH
UNIWORTHLIMITED
Particulars 2014-15 2013-14b) Term Loan
From Banks Financial InstitutionsSecured Rupee Loan 1893181 1893181
Foreign Currency Loan 1094029 1053602
2987210 2946783
Less Overdue portion of Rupee amp Foreign Currency Loan (Refer Note 9 (d)]
2987210 - 2946783 -
Terms of RepaymentAs per original agreement all the Term Loans have Become due for repaymentHowever the companyrsquos negotiation with term lenderrsquos for the re-schedulingrestructuring is in process
Nature of SecurityThe Term Loan from Financial InstitutionsBanks are secured to be secured by a first mortgage and charge on all the Companyrsquos immovable and moveable assets of the Company both present and future and charge on current assets subject to prior charge created andor to be created thereon to secure borrowings for Working Capital Requirements in the ordinary course of bussiness The mortgage and charge referred to above shall rank pari passu interse
Total - -
Notes 1) The company being a sick industrial undertaking could not redeem debentures amp interest thereof as per
the terms of issue which will be dealt properly in the restructuring scheme Accordingly no transfer has been made to the Account of Investor amp Protection fund
2) Following the declaration of the Company as a Sick Industrial undertaking by the Board for Industrial and Financial Reconstruction (BIFR) vides its Order dated 30012006 in terms of Section 3 (1) (A) of the Sick Industrial Companies (Special Provisions) Act 1985 and also athe appointment of Industrial Development Bank of India as the Operating Agency for preparation of a viability study report to revive the Company Appeals against the said order were preferred by some of the secured lenders as well as the Company before the AppellateAuthority for Industrial amp Financial Reconstruction (AAIFR) The said appeals were taken up and adjudicated and vide its order dated 05122007 AAIFR has remanded the case back to BIFR with a direction to reconsider the earlier references of the company on the basis of its earlier Balance Sheets also During the year 2010-11 in one of the appeals pending before AAIFR and in pursuance of ARCILrsquos application AAIFR has opined that in veiw of the actions taken by ARCIL under Section 13 (4) of SARFAESI Act the reference filed by the Company stood abated in one of the appeals pending before AAIFR under the proviso to Section 15(1) of SICA
Following the reference application filed by the company having stood abated under the proviso to Section 15(1) of SICA ARCIL has asked Indoworth to handover to them the possession of assets of the company covered by the security
(` in 000rsquos)
Annual Report 2015 55
UNIWORTH
UNIWORTHLIMITED
However matter is subjudice in a suit before the Kolkata High Court and necesssary adjustments would be made in the financial statements if required consequent to the final outcome of the proceedings Pending the above the financial statements have been drawn up on Going Concern basis as the Management is of the view that the going concern assumption is not vitiated for the reason as stated above
3) Under the provisions of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) ARCIL has taken over possession of the secured assets of the Companyrsquos plants during the Financial Year 2008-09 and has appointed Indoworth India Ltd as the Custodian of such assets
The Companyrsquos business continued since the aforesaid take over as usual However the matter is subjudice in a suit before the Calcutta High Court and necessary adjustments in the financial statements if required would be made upon final adjudication of the proceedings However these Accounts have been prepared on a Going Concern basis as the Management is of the view that the Going Concern assumption is not vitiated for the reason as stated above
4) The outstanding balance of Term Loans from Financial Institutions and some of the banks are subject to receipt of confirmation statements which couldnot be avialable due to restructuring in progress
5 Other Long Term Liabilities
Particulars 2014-15 2013-14MP Houshing Board 23331 23331
Electricity Duty 18569 18569
Water Charge 756 42656 756 42656
Selling Commission and Claim amp Discount 183317 170586
Security Deposit 850 850
Others 852 871
Total 227675 214963
6 Long Term Provisions
i) Provision for Employees BenefitsGratuity 37826 30090
Leave Encashment 8954 46780 7497 37587
ii) OthersProvision for Commission on Export Bills 325093 325093
Provision for Sales Claim on Export Bills 547135 872228 547135 872228
Total 919008 909815
Notes The final settlement in respect of sales claims amp commissions provided during the year 2002-03 for ` 872228 lacs is still pending amp the necessary adjustment for such claim amp commissions will be made after finalisation on receipt of necessary approval from the concerned regulatory authorities
(` in 000rsquos)
Uniworth Limited56
UNIWORTH
UNIWORTHLIMITED
NOTES TO THE FINANCIAL STATEMENTS7 Short Term Borrowings
Particulars 2014-15 2013-14a) Loan Repayble on Demand
i) From BanksSecured Packing Credit 659787 659787
Foreign Bill Discount 1311299 1971086 1311299 1971086
Unsecured Book Overdraft From Banks 917455 917455
Nature Security The Working Capital from banks are secured to be secured by first charge by way of hypothecation on the Companyrsquos stocks of Raw Materials Consumables stores Semi-finished and Finished Goods and book debts present and future and Second and sub-servient mortgage and charge created to be created on the companyrsquos immovable and movable assets present and future subject to first mortgage and charge created to be created thereon in favour of lenders of Term Loans amp Debentures
b) Deposit UnSecured - 135
Others
Total 2888541 2888676
Note The outstanding balance of borrowings from the banks for Working Capital Loans and Overdraft are subject to receipt confirmationstatements which could not be available due to restructuring being in progress
8 Trade Payable
Particulars 2014-15 2013-14Import
3295172
3022729
Local 72729 91520
Total 3367901 3114249
(` in 000rsquos)
Annual Report 2015 57
UNIWORTH
UNIWORTHLIMITED
Particulars 2014-15 2013-14Note 1) Amount dues to suppliers which are subject to
cnfirmation of the parties2) There are certain cases pending in appropriate
court regarding goods supplied by various creditors which are being disputed by the company Advance given to them will be adjusted once the cases are disposed off and settled
3) The Company has amounts due to suppliers under the MicroSmall and Medium Enterprises Development Act 2006 (MSMED Act) as at 31st Marchrsquo 2015 as under
The Principal amount and Interest due theeon remaining unpaid to any supplier as at the end of the year
138057 11343
The amount of Interest paid in terms of Section 16 along with the amount of the payment made to the supplier beyond the appointed day during the year
- -
The amount of interest due and payble for the period of delay payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under this Act
- -
The amount of Interest accrued and remaining unpaid at the end of the year
- -
The amount of Interest remaining due and payable even in the succeeding yearsuntil such date when the interest dues as above are actualy paid to the small enterprise
- -
The information has been given in respect of the vendors to the extent they could be identified as ldquoMicro and Smallrdquo enterprise on the basis of information available with the Unit of the Company
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Uniworth Limited58
UNIWORTH
UNIWORTHLIMITED
9 Other Current Liabilities
Particulars 2014-15 2013-14a) Current Maturities of Finance Lease Obligations
Lease Rent 551 138
b) Interest Accrued and Due on Borrowings Interest on Debenture 19695 19695
Interest on Term Loan 1203259 1139767
Interest on Working Capital Loan 5374179 4986011
Interest on ARCIL 609386 7206519 524930 6670403
c) Unpaid Debentures and Interest Accrued thereonOver due unpaid matued Debenture - Refer Note 4(a) 190060 190062
d) Other PayablesOver Due portion of long Term Debentures - Refer Note 4(b)
2987210 2946783
Contribution to PF and Other Funds 1683 1633
Salary Wages amp Bonus 8309 7643
Tax Deducted at Sources 1109 856
Taxes amp duties 11676 15055
Leagal amp Professional Expenses -
Audit Fees 266 266
Power amp Fuel 10430 8216
Rent 732 3205
Selling Commission 7272 14485
Claim amp Discount -
Excise Duty 864 852
Liability for Capital Goods 122954 131829
Miscellaneous Liabilities 17267 23620
Advance credit Balance - 994
Advance From Customer 11651 12270
Total 10578553 10028310
10 Short Term Provisions
Particulars 2014-15 2013-14Others 3729 2397
Total 3729 2397
Note Based on the past experience the company has provided ` 3729 lacs (previous year ` 2397 lacs) during the year as sales claim which the management thinks adquate to meet future claims
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Annual Report 2015 59
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS11 Fixed Assets
i) Tangible Assets
PARTICULARS GROSS BLOCK DEPRICIATION NET BLOCK
Cost as at1042014
Addition during the
year
Deductionadjustment during the
year
Cost as at31032015
Upto1042014
For theYear
Deductionadjustment during the
year
Upto31032015
As At31032015
As At31032014
Free Hold Land 9742 - - 9742 - - - 9742 9742
Lease Hold Land 2425 - - 2425 490 16 - 506 1919 1935
Building 257083 - - 257083 138784 8499 - 147283 109800 118299
Plant amp Machinery 1897145 43 - 1897188 1616282 32931 - 1649213 247975 280863
Electrical Installation 47248 12 - 47260 42515 444 - 42959 4301 4733
Vehicle 3673 - - 3673 3133 253 - 3386 287 540
Furniture amp Fixtures amp off Equip
23287 843 308 23822 18442 584 67 18959 4863 4845
Total 2240603 898 308 2241193 1819646 42727 - 1862306 378887 420957
Previous Year 2239559 1049 5 2240603 1776822 42824 - 1819646 420957 -
Capital Work In Progress
7774 - 2306 5468 - - - - 5468 7774
12 Non-Current Investments
Particulars 2014-15 2013-14a) Investments in Equity instruments
Bodies Corporate Quoted Fully Paid Upi) Joiprakash Associates Ltd
625 (Previos Year 625 Equity Sharers of ` 10- each) Equity Shares of ` 10- each
17 17
ii) Uniworth International Ltd527600 (Previous Year 527600 Equity Shares of ` 10- each) Equity Shares of ` 10- each
792 792
iii) Uniworth Textiles Ltd5687500 (Previous Year 5687500 Equity Shares of ` 10- each) Equity Shares of ` 10- each
17632 18440 17632 18440
Un-Quoted Fully Paid Upi) KDL Pharma Ltd
1500000 (Previous Year 1500000 Equity Shares of 10- each) Equity Shares of 10- each (Full amount Re1-)
ii) Uniworth Power Ltd900 (Previous Year 900 Equity Shares of ` 10- each) Equity Shares of ` 10- each
iii) Uniworth Apparal Ltd2075000 (Previous Year 2075000 Equity Shares of ` 10- each) Equity Shares of ` 10- each
2075 2075 2075 2075
Uniworth Limited60
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Particulars 2014-15 2013-14b) Investments in Debentures or Bonds
Indoworth India Ltd3000000 (Previous Year 3000000 Secured Zero Coupon Debenture of ` 100- each) Secured Zero Coupon Debentures of ` 100- each
300000 300000
c) Investments in Mutual FundsQuoted Fully Paid UpUnit Trust of India 5000 units of Master Equity Plan of ` 10- each(Previous Year 5000 units of ` 10 each)
50 50
320565 320565 Less Provission for diminution in value of Investments 20499 20499 Total 300067 300067 Aggregate value of Quoted Investment 18490 18490 Market value of Quoted Investment 17902 17821 Aggregate value of Un-Quoted Investment 302075 302075 Aggregate Provission for diminution in value of Investments
20499 20499
13 Long Term Loans and Advances
Particulars 2014-15 2013-14a) Security Deposits
Secured Considered Goods 114 114 With Govt Department 24002 21828 UnsecuredConsidered Goods 34501 58617 32032 53974
b) Other Loans and Advances Secured Considered GoodsTaxes amp duties paid under Protest 10786 9524 UnsecuredConsidered Goods 10193 20979 10114 19638 Total 79596 73612
14 Inventories
Particulars 2014-15 2013-14a) Raw Materials 50430 63007 b) Work in Progress 157654 143425 c) Finished Goods 117157 149351 d) Stores amp Spares 21729 29720 e) Waste Stock 16293 12675
Total 363263 398178
Note 1 Mode of valuation - Refer Accounting Policy Note-1(f)2 Finished Goods i) Value of ` 18438 Lacs lying with thrid party ii) Value of ` 11551 Lacs under seizer of the Excise Department for a storage of Stock with a third party
without obtaining permission of the Excise Department
Annual Report 2015 61
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS15 Trade Receivables
Particulars 2014-15 2013-14Sundry Debtors UnsecuredConsidered Goods Outstanding for a period exceeding six month 6406061 5885516 Other Debts 37011 6443072 157208 6042724 Doubtful Outstanding for a period exceeding six month 1644 1644 Less Provision for doubtful debts 1644 - 1644 - Total 6443072 6042724
Note 1) Trade Recievable includes ` 204121 Lacs due from a Company which has become sick and registered with
BIFR under the Sick Industrial Companies (Special Provisions) Act 1985 Quantum of amount considered doubtful is not ascertainable at this Stage Accordingly no provision has been made in the account in this regards
2) In respect of Sundry Debtors (including Domestic sales Debtors) adjustments are pending against supplies and other liabilities etc due to the buyers Managent is confident of recovering the balance after such adjustments pending approval from concerned regulatory authority
3) Certain Debtors are subject to Confirmation4) Trade Recievable includes i) ` 369789 Lacs representing overdue Export Bills outstanding for long against which the acompany has
obtained a decree for realizing the outstanding debts over a period of time ranging up to twenty years The company has also filed an appeal for reductionvariation of the period of time
ii) ` 2709712 lacs representing overdue Export Bills outstanding for long that will be set off against import liabilities claims and commission etc of the respective parties
iii) ` 99230 lacs representing overdue Export Bills outstanding for long against which the management has taken appropriate steps for its recovery
iv) ` 13162 Lacs represanting other trade recievables outstanding for long against which the management has taken appropriate steps for recovery According no provision gas been considered necessary at this stage
16 Cash and Cash Equivalent
Particulars 2014-15 2013-14a) Balances with Banks
In Current Account 20129 10096 Margin Money 4499 4499 Fixed Deposit with Bank 446 25074 3059 17654
b) Cash on hand 278 292 Total 25352 17946
Note 1) Balances with the Bank in Current Account include Debit balances in Current Account of ` 7914 Lacs which
are subject to receipt of confirmation because of restructuring being in progress2) Fixed Deposit lodged with Bank as margin for Guarantee ` 407 Lacs and with Sales Tax Authorities ` 039
Uniworth Limited62
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTSLacs
3) During the year one of the banker of the company Axis Bank Ltd under instructions from ARCIL has made debit freeze (freezing all withdrawals ) of all current account of the company maintained with them the balance of which as per books amounted to ` 6523 lacs as on 31st March 2015As per Confirmation Certificates obtained from the Bank total balance of all such Current Accounts works out to ` 426 lacs as on 31st March 2015 in absence of any details of the withdrawalsother transactions made from such Accounts necessary entries could not be made in the books of the company
4) During the year the company opened certain new Current Accounts with Banks (other than the bankers of the Company)
17 Short Term Loans and Advances
Particulars 2014-15 2013-14a) Loans and Advances to Related Parties
Unsecured Considered GoodUniworth Textiles Limited 126226 132487 Doubtful Uniworth Apparel Ltd 129316 129316 Less Provission for Doubtful Advance 129316 - 129316 -
b) Others Secured Considered Good UnsecuredConsidered Good Loans to Bodies Corporates 21680 21680 Interest Receivable 10417 10417 Advance to Suppliers 20707 16632 Vat Receivable Cenvat Rebate Recievable 9184 8635 TDS Receivable 3482 3045 Focus Market Recievable 1917 Excise Duty Advance ( PLA ) 14 Service Tax amp Ed Cess Receivable 634 2422 DEPB Receivable 6 6 Duty Draw Back Receivable 720 2085 CST Refund Claim Receivable - 477 ADVANCE FBT REFUNDABLE 67 67 Claims Receievable from Banks 68936 68936 Prepaid Expenses 1042 1169 Miscellaneous Advances 378446 517252 347375 482946 Doubtful Loans to Bodies Corporates 69065 69065 Less Provision for Doubtful Advance 69065 - 69065 - Total 643478 615433
Note
Annual Report 2015 63
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS1) Claim receivable of ` 68936 lacs due from various banks on account of excess interest charged by them in
earlier years are subject to confirmation No provision has been made there against2) Short Term Loans and Advances includes ` 132709 Lacs which have become sick and referred to BIFR under
the Sick Industrial Companies (Special Provisions) Act 1985 Quantum of amount considered doubtful is not ascertainable at this Stage Accordingly no provision has been made in the account in this regards
3) Advance includes ` 314473 Lacs due from a party which in opinion of the Management is considered t be fully recoverable
4) Advance includes ` 010 Lacs due from a director (Max Amount at any time during the year ` 108 Lacs)5) Certain Advances are subject to Confirmation
18 Other Current Assets
Particulars 2014-15 2013-14Transfer of Fixed Assets 594837 594837 Total 594837 594837
Note The adjustment of ` 594837 lacs pertaining to transfer of Fixed Assets of the company in earlier years under scheme of demerger is still pending and will be dealt in restructuring Scheme19 Contingent Liabilities and Commitments (To the extent not provided for)
i) Contingent Liabilities a) Claim against the company not acknowledged as
debt b) Guarantees 767629 767742 c) Other money for which the company is contingently
liable - Letter of Credit 9882 9882 - Arrear Dividend on 13 Non Convertible Cumulative Redeemable Preference Shares (Refer Note 2 (b)) 38224 38224 - Entry Tax 8858 8858 - Central Commercial Sale Tax Demands 20463 20463 - Excise Demands 104329 127129 - Interest on Lease rent 473 - TDS Demand Default 923 - Custom Demands 46922 25200 - Professional TaxLabour CasesWater Cess etc 985 981 - Electricity Duty 11545 242604 115450 346187 Total 1010233 1113929
Note 1) Claims Disputed liabilities not acknowledged as debtthe amount of which is not ascertained2) Gaurantees include Corporate Guarantees ` 7000 lacs ( Previous Year ` 7000 lacs) given by the Company
to financial Institutions and Banks for granting Term Loans and Working Capital Loans to certain Body Corporates
Uniworth Limited64
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS20 Other Income
2014-15 2013-14a) Interest Income (TDS ` 48052- PY ` 852437-) 2699 2299 b) Other Non - operating Income (Net) 31196 233014
Total 33895 235313
21 Cost of Materials Consumed
a) Raw Materials 652552 724694 Total 652552 724694
22 Change in Inventories
a) Closing StockFinished Goods 117157 149352 Work in Progress 157654 143425 Waste 16293 291104 12674 305451
b) Opening StockFinished Goods 149352 117114 Work in Progress 143425 167480 Waste 12674 305451 12558 297152 Total 14347 (8299)
23 Finance Cost
a) Interest Expense 536119 536116 Total 536119 536116
Notes 1 Interest provision on borrowing from some of the institutions and banks has been made in the accounts at
prevailingestimated rates on simple interest basis applicable on such loans The impact of compound interest Penal charges wherever applicable could not be ascertained Besides there is dispute between the Company and BankersCreditors over the issue of charging interest and payment to the BankersCreditors of interest and principal amountThe BankersCreditors have approached appropiate court of law for recovery of its due which is being defended by the Company
2 Pending restructuring interest provision on certain loansborrowings has not been made and impact of the same is not presently ascertainable
24 Other Expenses
Particulars 2014-15 2013-14Stores amp Spare parts Consumption 132265 105108 Rent 2281 1873 Rates amp Taxes 9476 4298 Insurance 1570 1074 Power amp Fuel 132683 107966 Repairs amp Maintanance 5228 5997 Bank Charges 388 484
Annual Report 2015 65
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Particulars 2014-15 2013-14Travelling amp Conveyance 8472 7678 Directors Fees 34 40 Payment to Auditors 310 316 Brokarage amp Commission 31788 21295 Legal and Professional Expense 11176 10551 Postage and Telegram 3528 2066 Stock Echange Listing Fees 171 - Sundry Balnces woff 152 - Freight amp Forwarding 8961 5847 Previous Year Adjustment 27401 2680 Net Loss on Foreign Currency Exchange - 94977 Miscellaneous Expenses 48422 34250 Total 424306 406500
25 Additional Information
1 (a) Employees Benefits Expense Salaries and Wages 121483 120642 Contribution to Providend Fund and Other Fund 18697 8540 Staff walfare Expense 10960 10601 Total 151140 139783
Note Salary and Wages includes payment to a whole time director remuneration (b) Depriciation and Amortizartion Expense
Tangible Assets 42727 42824 Intangible Assets - Total 42727 42824
(c) Payments to Auditors Audit Fees 225 225 Taxation Matter 30 30 Other Services 30 37 Reimbursement Of Expenses 25 24 Total 310 316
(d) Exceptional and Extra Ordinary Items i) Extra Ordinary Item Impairment of Capital Work in Progress 1639 1639 Total 1639 1639
(e) Prior Period Items Previous Year Adjustment 27401 2680 Total 27401 2680
Uniworth Limited66
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Particulars 2014-15 2013-14 Qty Value (`
In lacs) Qty Value (`
In lacs) 2 a) Raw Material consumption (Under Broad Head)
i) Scoured Wool Wool Top 395824 3288 394649 2810 ii) Polyester Tow Tops 352452 545 244445 340 iii) Silk Tops 237671 2605 236291 3993 iv) Others 118274 87 141371 104 Total 1104221 6526 1016756 7247
b) Goods Purchased under broad head 9521 333 241 3 Total 9521 333 241 3
3 Work In Progress under broad headWool Tops 93757 919 75885 577 Polyester Tops 32668 109 45001 113 Waste 6805 34 120 1 Acrylic tops - - 493 1 Others 24688 515 32767 742 Total 157918 1577 154266 1434
4 a) Value of imports calculated on CIF basis by the company during the financial year in respect of -I Raw Materials 1159 130998 II Componants and Spare Parts 16916 20704 III Capital Goods - 18075 - 151702
b) Expenditure in Foreign Currency during the financial yearI Travelling - 334 II Commission to Selling Agent 39926 9129 III Others - 516
c) Total value of Imported and Indigenous materials consumedI Raw Material
Imported 1487 144509 Indigenous 651065 652552 580185 724694 Total 652552 724694
II Spare Parts and ComponantsImported 9319 19606 Indigenous 122946 132265 85502 105108 Total 132265 105108
d) The amount remited during the year in foreign currency on account of dividends to Non- Resident Shareholders
Annual Report 2015 67
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
e) Earnings in Foreign ExchangeI Export of Goods calculated on FOB Basis 125682 77602 II Royalty Know-how Professional and
Consultation FeesIII Interest and DividendIV Other Income
Note Including deemed export ` 110538 lacs (Previous year ` 149115 lacs)26 Managing Whole Time Executive Directorsrsquo Remuneration
(` In Lacs) (` In Lacs) Salary 600 1056 Allowances 209 629 Perquisites 065 078 Total 874 1763
27 Related Party disclosure as required by AS ndash 18 ldquoRelated Party Disclosurerdquo are given below a) Relationship Associates Uniworth Textile Ltd Uniworth Power Ltd Uniworth Apparel Ltd Aviante International Ltd Key Management Personnel Mr S N Shenwai b) Transactions with Related parties (` in Lacs)
Associates2014-15 2013-14
Purchase of Goods Sales of Goods 111555 100613 Services Rendered Enjoyed 14237 3278 Payment made to the Key Management Pesonnel of an Associate - 834 Loans amp Advances -Given during the yr 15961 13839 -Received during yr 21362 17310 -Balance 310315 (including receivables) 425051 132488 Guarantee Given 700000 700000
c) Transactions with Key Managemnt Personnel
Loans amp Advances Given During the year - 430 Received during the year 098 - Balance as on 31032015 010 430
d) Balance of ` 425051 lacs with Uniworth Textiles Limited (Related Party) as at 31st March 2015 is under reconciliation
Uniworth Limited68
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS28 Based on the guiding principles given in Accounting Standards on ldquoSegment Reportingrdquo (AS-17) the Companyrsquos
primary business segment is Wool and Silk business
Segment wise Revenue Results and Capital Employed under Clause 41 of the Listing Agreement for the year ended 31st March 2015
(` In Lacs) (` In Lacs)
2014-15 2013-14 A Primary Segment
a) Segment Revenue (Net SalesIncome) i) Segment ndash Wool 766964 595091 ii) Segment ndash Silk 590799 560884 iii) Others
1357763 1155975 Less Inter-Segment Revenue ndash ndash Net SalesIncome from Operations 1357763 1155975
b) Segment Results Profit (+)Loss ( - ) ( Before Tax and Interest from each Segment)
Segment ndash Wool 6514 36524 Segment ndash Silk 66739 48950 Others
73253 85474 Less Interest (Net) 536119 536117 Add Other Un-allocable income net of un-allocable expenditure
(1639) (1639)
Total Profit(Loss) before Tax (464505) (452282)
c) Net Segment Assets (Segment Assets less Segment Liabilities) Segment Assets Segment Liabilities
2014-15 2013-14 2014-15 2013-14 i) Segment ndash Wool 77801 74360 80802 77361 ii) Segment ndash Silk 7538 7387 7538 7387 iii) Others iv) Unallocable assets amp liabilities 3001 3001 ndash ndash
Total 88340 84748 88340 84748
Net Segment Assets 2014-15 2013-14
(3001) (3001) ndash ndash ndash ndash
3001 3001 ndash ndash
(` in 000rsquos)
Annual Report 2015 69
UNIWORTH
UNIWORTHLIMITED
d) Capital Expenditure (including Capital work in progress amp Depreciation) Capital Expenditure Depreciation
2014-15 2013-14 2014-15 2013-14 Segment ndash Wool 9 10 390 390 Segment ndash Silk ndash 1 37 38 Others Total 9 11 427 428
B) Secondary Segment Segment ndash Wool Segment ndash Silk
Geographical Distribution of Segment Revenues
2014-15 2013-14 2014-15 2013-14
India 6243 5190 5908 5609 Outside India 1427 761 - - Total 7670 5951 5908 5609
29 Employee benefits (Revised Accounting Standard 15)
a) Defined Contribution Plan
The company makes contribution towards Provident Fund and ESIC to a defined contribution retirement benefit plan for qualifying employees
The Provident Fund plan is operated partly by RegionalProvident Fund Commissioners and partly by an independent Trust ESIC by Government agencies Under the said schemes the company is required to contribute a specific percentage of pay roll costs in respect of eligible employees to the retirement benefit scheme to fund the benefits
During the year the company has recognised ` 6405 lacs for Provident fund contribution Rs 1898 lacs for ESIC The Contribution payable to these plans by the Company is at the rates specified in the rules of the scheme
b) Defined Benefit Plans
i) The plan provides for a lump sum payment to vested employees upon retirement death while in employment or on termination of employment of an amount equivalent to 15 days basic salary payable for each completed year of service Vesting occurs upon completion of five years of continuous service
ii) The employees of the company are eligible for encashment of leave upon retirement up to 30 days for each year (Maximum 120 days) Leave is accounted for on accrual basis
NOTES TO THE FINANCIAL STATEMENTS (` in 000rsquos)
Uniworth Limited70
UNIWORTH
UNIWORTHLIMITED
(` in Lacs)
Gratuity(Infunded)
31-03-15 31-03-14A Expenses recognised in the Statement of Profit amp Loss Account for
the year ended 31032015 i) Current Service Cost 1492 852 ii) Interest Cost 2407 1949 iii) Expected return on planned Assets - - iv) Actuarial (gain)loss 4798 5358 v) Past Service Cost vi) Effect of any curtailment settlement vii) Unrecognised defined benefit Plan viii) Expenses recognised in the Profit amp Loss Ac 8697 8159
B Net (Asset) Liabilities recognised in the Balance sheet as at 31st March 2015 i) Present Benefit of defined benefit Obligation 37826 30089 ii) Fair Value of planned Asset iii) Net (Asset) Liabilities recognised in the Balance sheet 37826 30089
C Changes in the Present value of defined benefit obligation during the year ended 31st March 2015 i) Present Value of defined benefit obligation as at 1st April 2014 30089 22931 ii) Current Service Cost 1492 852 iii) Interest Cost 2407 1949 iv) Actuarial (gain)loss 4798 5358 v) Benefit Paid (960) (1001)
Present value obligation as at 31st March 2015 37826 30089 D Principal Actuarial Assumption Used
Discount rates as at 31st March 2015 800 850Expected Return on Planned Asset NA NA Expected Salary Increase rate 600 600Mortality Rate LIC
(2006-08) (Mortality
Table)
LIC (1994-95) (Mortality
Table)
E Reconciliation of Net Assets Liability recognized in the Balance Sheet as on 31st March 2015 Net Assets (Liability) recognized in the Balance Sheet as at 31st March 2014
30089 22919
Employerrsquos Expenses 8697 8171 Employerrsquos contributions (960) (1001)Net Assets Liability) recognized in Balance Sheet as on 310315 37826 30089 Note Above information have been compiled on the basis of certificate issued by the Actuaries
Annual Report 2015 71
UNIWORTH
UNIWORTHLIMITED
30 With the introduction of the companies Act 2013 with effect from 1st Arpil 2014 adoption of Schedule - II of the said Act regarding calculation of depreciation based on estimated Useful Life of each tangible asset has become mandatory from that date However as the companyrsquos Fixed Assets Register has not yet been fully updated with regard to estimated useful life of each asset calculation of depreciation as per schedule -II could not be made by Company during the year This tantamount to non- compliance of mandatory requirements of the Companies Act 2013 read with Accounting Standard (AS) 6 Depreciation Accounting Effect of such non-compliance on the Financial Statements of the Company is not presently ascertainable
31 The Company has not recognized Deferred Tax Assets (Net) as per Accounting Standard ndash 22 regarding ldquoAccounting for Taxationrdquo estimation of future in view of consistent losses and of uncertainty regarding Profit with reasonable certainty
32 Certain Banks and Financial Institutions have taken legal recourse for recovery of their dues from the companyLoans and Advances includes Rs 150 lacs deposited with the Banks in the name of advocates on record for both parties as per order of Honrsquoble Kolkata High Court in case of litigation with the Bank
33 Due to non-completion of certain technical formalities certain borrowing facilitieswhich were to be transferred to a body corporate pursuant to the original scheme of restructuring could not be made
34 The company has applied from time to time to The Reserve Bank of India for extension set off of certain over- due bills approval of which is still awaited
35 In preparation of these Accounts cognizance has not been taken by the Company of a Debit Note sent by a body corporate in an earlier year indicating the unilateral transfer back by the said body corporate of all the assets which were transferred to them on 01042000 together with all existing and underlying securitiescharges as part of the restructuring scheme formulated by ICICI in view of the various judicial proceedings pending at this juncture However the Company has been legally advised to deal with the above transfer back only after final disposal of the process of adjudication by the Court
36 Export obligation for the assets acquiredtaken on lease without payment of applicable duties lies with the Company under the provisions of the Exim Policy (Amount unascertained)
37 Discounts commission amp other selling expenses include commission Rs 23591 lacs (Pr year Rs 13381 Lacs)
38 Claims had been filed against the Compamy by a body corporate amounting to Rs 21625 Lacs for non fulfillment of certain clauses of an agreement relating to transfer of Nagpur Unit to them in respect this we are unable to express our opinion on liablities that may arise eventualy on finalistion of suit
39 Earning Per Shares (Rs in 000rsquos)
2014-15 2013-14a) Net Profit(Loss) after tax available for equity shareholders (464505) (452282)b) Weighted average number of Basic Equity Shares of Rs10- each
outstanding during the year (Noof shares) 33986243 33986243
c) Weighted average number of Diluted Equity Shares of Rs10- each outstanding during the year (Noof shares)
33986243 33986243
d) Basic Earning Per Shares (Rs) ab (1367) (1331)e) Diluted Earning Per Shares (Rs) ac (1367) (1331)
Uniworth Limited72
UNIWORTH
UNIWORTHLIMITED
40 The previous yearrsquos figures have been reworked regrouped rearranged and reclassified wherever necessary and practicable Amounts and other disclosures for the preceding year are included as an integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Annual Report 2015 73
UNIWORTH
UNIWORTHLIMITED
If undelivered please return to UNIWORTH LIMITEDlsquoGreen Acresrsquo2 Nazar Ali Lane Flat - 4AKolkata - 700 019
UNIWORTH LIMITED CIN L17299WB1988PLC044984
Registered Office Green Acres 2 Nazar Ali Lane Flat-4AKolkata ndash 700 019 Telephone (033) 4006 1301 Email uniworthlimitedgmailcom
ELECTRONIC VOTING PARTICULARS
EVEN (Electronic Voting Event Number) User ID Password
Note Please read the instructions printed in the Notes of the Notice of AGM before exercising the vote
ATTENDANCE SLIP IWe hereby record myour presence at the 27th Annual General Meeting of the Company held on Tuesday September 29 2015 at 1030 AM at Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046
Folio NoDP ID amp Client ID Share Holding Serial No Name Name(s) of Joint Holder(s) if any
Address
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip Proxyrsquos Name in Block Letters MemberrsquosProxyrsquos Signature Note Please bring the Attendance Slip duly signed to the meeting and hand it over at the Entrance of the Meeting Hall UNIWORTH LIMITED PROXY FORM MGT-11
CIN L17299WB1988PLC044984 Registered Office Green Acres 2 Nazar Ali Lane Flat-4AKolkata ndash 700 019 Telephone (033) 4006 1301 Email uniworthlimitedgmailcom
[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies (Management and Administration) Rules 2014]
Name of the Member(s) Registered Address E-mail ID Folio NoDP ID amp Client ID IWe being the Member(s) of Uniworth Limited holdinghelliphelliphelliphelliphelliphelliphelliphelliphelliphellipEquity Shares of the above named Company hereby appoint
1) Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipAddresshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipE-mail ID helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip or failing himher
2) Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipAddresshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipE-mail ID helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip or failing himher
3) Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipAddresshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipE-mail ID helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip or failing himher
as myour Proxy to attend and vote (on a poll) for meus and on myour behalf at the 23rd Annual General Meeting of the Company to be held on Tuesday September 29 2015 at 1030 AM at Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046 at any adjournment thereof in respect of following resolutions
S No Resolutions
Ordinary Business
1 Adoption of Audited Financial Statements of the Company for Financial Year ended 31st March 2015 Reports of the Board of Directors and Auditors thereon
2 Re-appointment of Mr S N Shenwai (DIN 01716415) who retires by rotation
3 Appointment of Auditors and to fix their remuneration
Special Business
4 Appointment of Mr Tara Chand Jain (DIN 07144151) as an Additional Director
5 Appointment of Mr K Jhunjhunwala (DIN 00035091) as an Independent Director
6 Appointment of Mrs Silpi Chakraborty ( DIN 06923695) as an Independent Director
Signed this helliphelliphelliphellipday of helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip2015 Signature of Shareholder(s)helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature of Proxyholder(s)helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip
Notes 1 This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the AGM
2 For the Resolutions Explanatory Statement and Notes please refer to the Notice of Annual General Meeting of the Company 3 A proxy need not be a member of the Company
Affix Revenue Stamp
i
FORMB
Format of covering letter of the Annual Audit Report to be filed with the Stock Exchange
1 I Name of the Company Uniworth Limited
2 I Annual Financial Statements for the Year 31st March 2015 ended
3 I Type of Audit Qualification 1 Footnote (i) to Note No 23 regarding interest bull provision on borrowings from some of the institutions and banks which has been made in
the financial statements under simple interest method at the prevailing estimated rates applicable on such loans in absence of relevant documentsconfirmations as a result of which impact of compound interestpenal charges wherever applicable having not been ascertained as well as the note therein regarding the matter of dispute between the Company and the BankersCreditors in connection with charging of interest payment and payment of principal
2 Footnote No (ii) to Note No 23 regarding nonshyprovision of Interest on certain loans and the impact of the non-provision is not presently ascertainable
3 Footnote No 4 (i) (ii) and (iii) of Note No 15 regarding overdue Export Bills amounting to Rs 3178731 lacs outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
4 Footnote 1 of 17 regarding Claims Receivable amounting to Rs 68936 lacsdue from various banks outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
5 Footnote 3 of Note No 17 regarding advance of Rs 314473 lacs due from certain parties which in our opinion are considered doubtful of recovery against which adequate provision has not been made
6 Footnote 3 of Note No 16 relating to nonshyaccounting of withdrawals other transactions from certain Bank accounts during the year due
to rpasons stated on the said Note 16 (3) 7 Note No 30 regarding nun-compliance or
Accounting Standard (AS) 6 Depreciation Accounting due to non-adoption of Schedule - II of the Companies Act 2013 and also nonshycompliance of mandatory Accounting Policy for Depreciation required to be followed by the Company due to reasons stated in the said Note
8 In absence of any workings for impairment of assets as per Accounting Standard (AS) 28 Impairment of Assets the impact of such impairment is not ascertainable
9 Non-provision I non-compliance of Items indicated in (1) to (8) above constitute a departure from the Accounting Standards referred to in Section 133 of the Act Without considering Item Nos (1) (2) (6) (7) and (8) above whose impact on the Companys Statement of Profit and Loss is presently nonshyascertainable had the provisions indicatprI in Item Nos (3) to (5) been made (i) the Loss for the year would have increased by Rs 3562140 lacs
(ii) Trade Receivables would have decreased by Rs 3178731 lacs
(iii) Shott Term Loans and Advances would decreased by Rs 383409 lacs
(iv) The Shareholders Fund would have been lower by Rs 3562140 lacs
In our opinion and to the best of our information and according to the explanations given to us except for the like effects of the matters described in the Basis for Qualified Opinion paragraph above the aforesaid Financial Statements give the information required by the Act in the manner so required and give a true and
fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2015 and its loss and its cash flows for the year ended on that date
We draw your attention to the following matters in the Notes to the Financial Statements
1 Following Notes to the Financial Statements describe the uncertainty related to the outcome of the lawsuits lother legal matters and matters under settlements indicated therein
~~-~ or ~r gt
~~I(J~ IOfl1)
I (a)Footnote (2) to Note No4 regarding legal issues
following securitization of Secured Loans as stated in the said Note
(b)Footnote (2) of Note No 15 regarding pending adjustments of Sundry Debtors against supplies and other liabilities etc due to the buyers In absence of final settlement with the parties and non-receipt of necessary approval from concerned regulatory authority extent of the amount of adjustments so required could not be ascertained
(c) Footnote to Note No 6 regarding estimated amount of Rs 872228 lacs provided during the year 2002-03 as sales claims and commissions relating to earlier years from overseas customers of the Company which is pending for final settlement Necessary adjustments for such claims and commissions will be made after final settlement and obtaining necessary approval frommiddot the concerned regulatory authority
(d)Footnote 1 of Note No 15 and Footnote 2 of Note No 17 regarding Debtors and Advances amounting to Rs 145362 lacs and Rs 138719 lacs respectively relating to Companies which have become Sick and referred to BIFR under the Sick Industrial Companies (Special Provisions) Act 1985 As the rehabilitation scheme of these companies are pending finalisation the amount of provision if any which may be required remain unascertainable
(eNote No 32 regarding legal recourse taken by certain banks and financial institutions for recovery of their dues and the matter is sub-judice as stated in the said Note
(f) Note No 33 regarding non-compliance of certain technical formalities due to which transfer of certain borrowing facilities to a body corporate could not be made
(g)Note No 34 regarding applications made by the Company with the Reserve Bank of India from time to time for extension I setting off of certain overdue bills
(h)Note No 35 regarding Debit Note sent by a body corporate in an earlier year for unilateral transfer back of all assets not taken into cognizance by the Company in preparing these Financial Statements as stated in the said Note
~o(r_~-~ _( l~ I ))() C
Jflt ~
(i) Note No 38 regarding claims filed by a body mrporate for Rs 21625 lacs for non-fulfilment of clauses of the agrppment relating to transfer of Ilagpur Unit to them outcome of which would eventually arise on finallsation of suit
(j) tvlatters disclosed in Note No 19 relating to Entry Tax CentralCommercial Sales Tax Demands Customs Demands Professional TaxLabour casesWater Cess Electricity Duty etc disclosed under Contingent Liabilities which are contested by the Company and pending before various forums authorities for final decisions
2 Note No 4 (Footnote 4) Note No 7 (Footnote) and Note No 16 (Footnote 1) to the financial statements regarding non-receipt of confirmations in respect of borrowings from banksFinancial Institutions and also debit balances in certain current accounts with banks due to restructuring being in progress book balances thereof have been relied upon
3 Note No 27 (d) regarding balance with a related party under reconciliation
4 Footnote 2 amp 3 of Note No 4 to the financial statements regarding preparation of these financial statements on Going Concern basis for the reasons stated therein as also the fact that the Company has accumulated losses and its net worth has been fully eroded Further the Company has incurred net loss during the current and previous years and the Companys current liabilities exceeded its current assets as at the Balance Sheet date These conditions along with other matters set forth in Notes to Financial Statements indicate the existence of a material uncertainty that may cast significant doubt about the Companys ability to continue as a going concern
Our opinion is not modified in respect of these matters
Frequency of Qualification I Yearly Draw attention to relevant notes in the IThe Company has adequate system of internal Annual Financial statements and
4
controls to ensure that all assets are safeguarded and I
protected against loss and that all transactions are in the Directors Report management response to the qualification
authorized recorded and reported correctly TIle systems are designed to support the reliability of the financial and other records for preparing financial statements and other data The Statutory Auditors also discuss their comments and findings with the management as well as with the audit committee
The Company has also regularly placed before the Board Internal Audit Reports FinanCial Results with Provisional Balance Sheets Performance Review Report of various Units together with Executive Summary Current Workings and all Current matters of commercial importance and various other information as generally required under the various Stock Exchange listing Agreements
The Audit Committee reviews the efficacy of the Audit Committee chair I Additional comments from the Board
internal control mechanism and monitors the risk management policies adopted by the Company The Committee also reviews the report furnished by the internal and Statutory Auditors and ensures that suitable follow up actions are taken Besides the Committee also examines accounting taxation and disclosure aspects of all significant transactions
5 I To be signed by-CEO Managing Director FOfun~ExecutiveWhole-time Director
SIs~i Executive Director
For Uniworth Ltd
~ CFO A K Ladia
For S S Kothari amp Co Chartered Ac~ntants (ReJlistratittJo 302034E)
For Uniworth Limited
Audit Committee Chairman ~
A
- Uniworth Limited AR 2015pdf
- Attendance Slip _UL_pdf
-
Uniworth Limited8
UNIWORTH
UNIWORTHLIMITED
DEPOSITS
The Company has neither invited nor accepted deposits from the public within the meaning of Section 73 of the Companies Act 2013 and the rules made there under
DIRECTORSrsquo RESPONSIBILITY STATEMENT
In compliance of Section 134 (5) of the Companies Act 2013 your Directors state as follows
a) That in the preparation of accounts applicable accounting standards have been followed and there are no material departures
b) That appropriate accounting policies have been selected and applied consistently with reasonable and prudent judgements and estimates so as to give true and fair view of the state of affairs of the Company
c) That proper and sufficient care have been taken for the maintenance of adequate accounting records for safeguarding assets and for preventing fraud and other irregularities
d) That the Annual Accounts have been prepared on a going concern basis
e) That internal financial controls had been laid down and are adequate and operating effectively
f) That proper systems had been devised to ensure compliance with the provision of all applicable laws and such systems are adequate and operating effectively
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr S N Shenwai (DIN 01716415) retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment
Since the last Annual General Meeting Mr Tara Chand Jain (DIN 07144151) has been appointed as Additional Director of the Company wef 31032015 Appropriate Resolution seeking your approval for his appointment is appearing in the Notice convening the Annual General Meeting
DECLARATION FROM INDEPENDENT DIRECTOR
The Independent Directors has submitted their Disclosures to the Board that they fulfill all the requirements as stipulated under section 149 (6) of the Companies Act 2013 so as to qualify themselves to be appointed as Independent Directors
PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186
Details of Loans Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013 forms part of the Financial Statements
TRANSACTION WITH RELATED PARTY
Related party transactions that were entered during the financial year were on armrsquos length basis and in the ordinary course of business There were no materially significant related party transactions which were in conflict of the Company
AMOUNTS TRANSFERRED TO RESERVES
In view of huge accumulated losses the Directors regret their inability to recommend any amount to be transferred to reserves for the Financial Year 2014-15
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The details pertaining to conservation of energy technology absorption foreign exchange earnings and outgo are provided as Annexure I which forms part of this report
RISK MANAGEMENT
A comprehensive risk management policy for the purpose of management policy in the Company for periodical review by the Board of Directors is in place In addition Risk Management issues are generally discussed in the Audit Committee
Annual Report 2015 9
UNIWORTH
UNIWORTHLIMITED
CORPORATE SOCIAL RESPONSIBILITIES
The provisions of Section 135 of the Act in connection with Corporate Social Responsibility are not applicable to the Company since the Company falls below the threshold limits
BOARD EVALUATION
The board of directors has carried out an annual evaluation of its own performance Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (ldquoSEBIrdquo) under Clause 49 of the Listing Agreements (ldquoClause 49rdquo)
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure effectiveness of board processes information and functioning etc
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees effectiveness of committee meetings etc
The Board and the Nomination and Remuneration Committee (ldquoNRCrdquo) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in meetings etc In addition the Chairman was also evaluated on the key aspects of his role
In a separate meeting of independent Directors performance of non-independent directors performance of the board as a whole and elected Chairman of the each meeting was evaluated taking into account the views of executive directors and non-executive directors The same was discussed in the board meeting that followed the meeting of the independent Directors at which the performance of the Board its committees and individual directors was also discussed
CORPORATE GOVERNANCE
As a Listed Company necessary measures are taken to comply with Clause 49 and all other applicable provisions of Listing Agreements with the Stock Exchanges and other Company Law requirements A report on Corporate Governance along with a certificate from the Auditors is annexed hereto and forms part of this Report
NUMBER OF BOARD MEETINGS
During the Financial Year 2014-15 the Board of Directors of the company met six times details of the meetings has been given in the Corporate Governance Report which forms part of this report
AUDIT COMMITTEE
The Details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms part of this report
NOMINATION amp REMUNERATION COMMITTEE
The Details pertaining to composition of Nomination amp Remuneration Committee are included in the Corporate Governance Report which forms part of this report
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Details pertaining to composition of Stakeholders Relationship Committee are included in the Corporate Governance Report which forms part of this report
AUDITORSrsquo REPORT
The observations of the Auditorsrsquo Report have been dealt with in the Notes to Financial Statement and being self-explanatory do not call for any further clarifications
AUDITORS
Ms S S Kothari amp Co Chartered Accountants Auditors of the Company are retiring at the ensuing Annual General Meeting and are eligible for re-appointment
Uniworth Limited10
UNIWORTH
UNIWORTHLIMITED
COST AUDITOR
Your Company had appointed Ms Sanat Joshi amp Associates Cost Accountants as Cost Auditors with the approval of the Central Government for audit of cost records maintained by the Company for the financial year 2015-2016 SECRETARIAL AUDITOR In terms of Section 204 of the Companies Act 2013 the Board of Directors at their meeting held on 29th May 2015 have appointed Ms K K Sanganeria amp Associates Practicing Company Secretaries as Secretarial Auditor for conducting Secretarial Audit of the Company for the Financial Year 2015-16 Report of the Secretarial Auditor for the financial year ended 31032015 is given as an Annexure II which forms part of this reportBOARDS VIEW During the year under Review the Company continued to be under BIFR as a Sick Industrial Undertaking The matter is subjudice before the Court of Law As regards appointment of full time Company Secretary the company is on the lookout for suitable candidates and the compliance of the requirement shall be met shortly The Company has disputed the repayment of due The loss and damages caused to the borrower by the lender is much more than the amount lent Hence figures of the borrowed amount shown in the balance sheet after due adjustments with the said loss and damages may result in entitlement to recover substantial amount from the lender Under these facts and circumstances the figures of borrowed amount in this balance sheet cannot be considered as admission if any of the claim of lender(s)EXTRACT OF ANNUAL RETURN As provided under Section 92 (3) of the Companies Act 2013 the extract of Annual Return is given in Annexure III in the prescribed form MGT-9 which forms part of this reportPOLICY ON PREVENTION OF SEXUAL HARASSMENTThe company is committed to provide a safe and conducive work environment to its employee and has formulated ldquoPolicy for Prevention of Sexual Harassmentrdquo During the financial year ended 31st March 2015 the Company has not received any complaints pertaining to Sexual HarassmentINDUSTRIAL RELATIONS Industrial Relations continued to remain cordial throughout the year Your Directors wish to place on record their appreciation for dedicated and sincere services rendered by the executives staff and workmen at all levelsACKNOWLEDGEMENT Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government Financial Institutions Banks Shareholders and others during the year under review
On Behalf of the Board
Place Kolkata S N Shenwai T C Jain Date 29th May 2015 Executive Director Director
ANNEXURE - I TO THE DIRECTORS REPORT Particulars of Energy Conservation Technology Absorption and Foreign Exchange Earnings amp Outgo required under the Companies (Accounts) Rules 2014
A ENERGY CONSERVATION
As the cost per unit of Electricity Furnace Oil amp Coal is regularly increasing it is our consistent endeavor to bring saving in energy consumption Periodic energy audits are conducted to improve energy performance and in line of that we have taken following steps to ensure conservation of the energy
1) Changing of energy efficient LED Lights in place of Fluorescent Lights
2) Installation of Inverters in Ring Frame Machinery which ensures energy saving
3) Modification of compressor pipe line for energy conservation
Annual Report 2015 11
UNIWORTH
UNIWORTHLIMITED
B TECHNOLOGY ABSORPTION
TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION 1 Efforts in brief made towards technology
absorption adaptation and innovation The Company always keep close contact with
IWS CSIR and other Internationals Indian Research Institutes like Inter Wool Lab Silk Board etc Various technical experts give their view and suggestion for improving technology Technical Staff of the Company are sent abroad for training in new technology
2 Benefit derived as a result of the above efforts eg products improvement cost reduction product development import substitution etc
Benefits derived are -
Better capacity utilization in machine with improved quality
Improvement in productivity per spindle and reduction in cost
By optimizing relative temperature and relative humidity the company has saved considerable amount By using the latest technology based energy efficient fuses chokes tube light ballasts and power cables etc the Company has achieved a significant savings on electricity consumption
3 In case of imported technology (Imported during last 5 years reckoned from the beginning of the financial year) following information may be furnisheda) Technology imported Not Applicableb) Year of Import Not Applicablec) Status of Implementation Not Applicable
RESEARCH amp DEVELOPMENT (R amp D) 1 Specified areas in which R amp D
Carried out by the Company Continuous improvement in Quality Standards
to match the International Markets
Due to in house Research and Development Activities following products were developed and launched during the year
i) Wool Wool blended with Polyester yarn
ii) Siro and Siro lycra yarn in Wool and Polywool
iii) PolyesterViscose amp polyster Acrylic yarn
iv) Blending of Silk with Wool Nylon and Viscose
Continuous technological and market innovation to match the changed requirements of the markets
Incorporated dyeing automation for better receipe management amp consistency in shades
Uniworth Limited12
UNIWORTH
UNIWORTHLIMITED
Research amp Development lab and pilot plant in Dyeing Department started developing all kinds of shades
2 Benefit derived as a result of the above R amp D Implemented ISO-9001-2008 ndash new quality management system duly certified by BIS during the year
3 Future plan of action Strengthening the research on quality improvement
To achieve total quality management cost reduction
4 Expenditure on R amp Da) Capital NILb) Recurring Expenses incurred are charged to respective
heads and are not allocated separately
FOREIGN EXCHANGE EARNINGS AND OUTGO (` in Lacs)
2014-2015 2013-2014a) Foreign Exchange Earnings 125682 77602b) Foreign Exchange Outgo
i) CIF Value of ImportsRaw Material 1159 130998Capital Goods ndash ndashComponents amp Spare Parts 16916 20704
ii) Others 32234 9516
Annual Report 2015 13
UNIWORTH
UNIWORTHLIMITED
ANNEXURE - II
SECRETARIAL AUDIT REPORT
FORM NO MR-3
FOR THE FINANCIAL YEAR ENDED MARCH 31 2015[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No 9 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014]
ToThe MembersUniworth Limited
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Uniworth Limited (hereinafter called the Company) Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereon Based on my verification of Uniworth Limitedrsquos books papers minute books forms and returns filed and other records maintained by the Company and also the information provided by the Company its officers agents and authorized representatives during the conduct of secretarial audit I hereby report that in my opinion the Company has during the audit period covering the financial year ended March 31 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent in the manner and subject to the reporting made hereinafter
I have examined the books papers minute books forms and returns filed and other records maintained by the Company for the financial year ended on March 31 2015 according to the provisions of
(1) The Companies Act 2013 (the Act) and the rules made there under
(2) The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules made thereunder
(3) The Depositories Act 1996 and the Regulations and bye-laws framed thereunder
(4) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and External Commercial Borrowings
(5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (lsquoSEBI Actrsquo)-
a The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2013
b The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 1992
c The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(6) Employees Provident Fund and Miscellaneous Provisions Act 1952
(7) Employees State Insurance Act 1948
(8) Environment Protection Act 1986 and other environmental laws
(9) Factories Act 1948
(10) Hazardous Wastes (Management and Handling) Rules 1989 and Amendment Rule 2003
(11) Indian Contract Act 1872
(12) Income Tax Act 1961 and Indirect Tax Laws
(13) Indian Stamp Act 1999
Uniworth Limited14
UNIWORTH
UNIWORTHLIMITED
(14) Industrial Dispute Act 1947
(15) Maternity Benefits Act 1961
(16) Minimum Wages Act 1948
(17) Payment of Bonus Act 1965
(18) Payment of Gratuity Act 1972
(19) Payment of Wages Act 1936 and other applicable labour laws
I have also examined compliance with the applicable clauses of the following
(i) Secretarial Standards issued by The Institute of Company Secretaries of India
(ii) The Listing Agreements entered into by the Company with BSE Limited and the Calcutta Stock Exchange Limited
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above
I report that Company has no full time Company Secretary as required by the Companies Act 2013
I further report that during the year under Review the Company continued to be under BIFR as a Sick Industrial Undertaking The matter is subjudice before the Court of Law
I further report that Redemption of Debentures is under default
I further report that this report also refer the Statutory Auditors Report dated 29th May 2015 specially the basis for their qualified opinion as mentioned therein
I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non Executive Directors and Independent Directors
The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act
Adequate notice is given to all Directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting
Majority decision is carried through while the dissenting membersrsquo views are captured and recorded as part of the minutes
I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws rules regulations and guidelines
I further report that during the audit period there were no instances of
(i) Public Rights Preferential issue of shares debentures sweat equity
(ii) Redemption buy-back of securities
(iii) Major decisions taken by the Members in pursuance to Section 180 of the Companies Act 2013
(iv) Merger amalgamation reconstruction etc
(v) Foreign technical collaborations
This Report is to be read with our letter which is annexed as Annexure A and Forms an Integral part of this report
Kamal Kumar Sanganeria K K Sanganeria amp AssociatesPlace Kolkata FCS No 2643Date 27052015 CP No 3880
Annual Report 2015 15
UNIWORTH
UNIWORTHLIMITED
ANNEXURE - II SECRETARIAL AUDIT REPORT (Contd)
lsquoAnnexure Arsquo(To the Secretarial Audit Report of Ms Uniworth Limited for the financial year ended 31032015)
ToThe MembersUniworth LimitedGreen Acres 2 Nazar Ali LaneFlat- 4A Kolkata ndash 700 019
Our Secretarial Audit Report for the financial year ended 31032015 of even date is to be read along with this letter
1 Maintenance of secretarial record is the responsibility of the management of the Company Our responsibility is to express an opinion on these secretarial records based on our audit
2 We have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records The verification was done on test basis to ensure that correct facts are reflected in secretarial records We believe that the processes and practices we followed provide a reasonable basis for our opinion
3 We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company
4 Where ever required we have obtained the Management representation about the compliance of laws rules and regulation and happening of events etc
5 The compliance of the provisions of Corporate and other applicable laws rules regulations standards is the responsibility of management Our examination was limited to the verification of procedure on test basis
6 The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company
Kamal Kumar Sanganeria K K Sanganeria amp AssociatesPlace Kolkata FCS No 2643Date 27052015 CP No 3880
Uniworth Limited16
UNIWORTH
UNIWORTHLIMITED
ANNEXURE III
FORM NO MGT ndash 9EXTRACT OF ANNUAL RETURN
as on the financial year ended 31032015
[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014]
I REGISTRATION AND OTHER DETAILS
CIN L17299WB1988PLC044984
Registration Date 11th August 1988
Name of the Company Uniworth Limited
Category SubndashCategory of the Company Company having Share Capital
Address of the Registered office and contact details Green Acres 2 Nazar Ali Lane Flat ndash4 A Kolkata ndash 700 019
Whether listed company Yes
Name Address and Contact details of Registrar and Transfer Agent if any
C B Management Services (P) Ltd Pndash22 Bondel Road Kolkatandash 700 019 Tel No (033) 4011ndash6700671167186723
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the company shall be stated
Name and Description of main products services
NIC Code of the Productservice
to total turnover of the company
Worsted Yarn 13113 56
Silk Yarn 13112 44
III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
Sl No
Name and address of the Company
CINGLN Holding SubsidiaryAssociate
of share held
Applicable Section
None
Annual Report 2015 17
UNIWORTH
UNIWORTHLIMITED
IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Categoryndashwise Share Holding
Category of Shareholders
No of Shares heldat the beginning of the year
No of Shares held at the end of the year
Change during
the yearDemat Physical Total of Total
Shares
Demat Physical Total of Total
Shares
A Promoters(1) Indian(a) Individual HUF 3743343 595518 4338861 1277 3743343 595518 4338861 1277 ndash(b) Central Govt or State Govt
ndash ndash ndash ndash ndash ndash ndash ndash ndash
(c) Bodies Corporate 365854 1401825 1767679 520 365854 1401825 1767679 520 ndash(d) BankFI ndash ndash ndash ndash ndash ndash ndash ndash ndash(e) Any other ndash ndash ndash ndash ndash ndash ndash ndash ndashSUB TOTAL (A)(1) 4109197 1997343 6106540 1797 4109197 1997343 6106540 1797 ndash(2) Foreigna) Individuals (Non- Residents Individuals Foreign Individuals)
ndash ndash ndash ndash ndash ndash ndash ndash ndash
b) Bodies Corp ndash 6924975 6924975 2038 ndash 6924975 6924975 2038 ndashc) Institutions ndash ndash ndash ndash ndash ndash ndash ndash ndashd) Qualified Foreign Investor
ndash ndash ndash ndash ndash ndash ndash ndash ndash
e) Any Others (Specify) ndash ndash ndash ndash ndash ndash ndash ndash ndashSubndashtotal (A)(2) ndash 6924975 6924975 2038 ndash 6924975 6924975 2038 ndashTotal shareholding of Promoter (A) = (A)(1)+(A)(2)
4109197 8922318 13031515 3834 4109197 8922318 13031515 3834 ndash
B Public Shareholding1 Institutionsa) Mutual Funds 4393 18837 23230 007 4393 18837 23230 007 ndashb) Banks FI 5910 22122 28032 008 5910 22122 28032 008 ndashc) Central Govt State Govt(s)
- 750000 750000 221 - 750000 750000 221 ndash
d) Venture Capital Funds - - - - - - - - ndashe) Insurance Companies 52003 150 52153 015 52003 150 52153 015 ndashf) Foreign Institutional Investors
- 4300 4300 001 - 4300 4300 001 ndash
g) Foreign Venture Capital Funds
- - - - - - - - ndash
h) Others (specify) - - - - - - - - ndash
Subndashtotal (B)(1) 62306 795409 857715 252 62306 795409 857715 252 ndash
Uniworth Limited18
UNIWORTH
UNIWORTHLIMITED
Category of Shareholders
No of Shares heldat the beginning of the year
No of Shares held at the end of the year
Change during
the yearDemat Physical Total of Total
Shares
Demat Physical Total of Total
Shares
2 NonndashInstitutionsa) Bodies Corp 613433 183426 796859 234 636728 179326 816054 240 006
b) Individuals
i) Individual shareholders holding nominal share capital upto ` 1 lakh
5599497 12145144 17744641 5221 5492191 12106631 17598822 5178 (043)
ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh
1249696 198195 1447891 426 1375936 198195 1574131 463 037
c) Any Others (specify)
i) NRI-Rep 18337 73775 92112 027 16987 73775 90762 027 000
ii) NRI-Non Rep 8676 ndash 8676 003 10642 ndash 10642 003 000
d) Trust 193 ndash 193 000 193 ndash 193 000
e) Clearing Member 6641 ndash 6641 002 6409 ndash 6409 002 000
Subndashtotal (B)(2) 7496473 12600540 20097013 5913 7539086 12557927 20097013 5913 ndashTotal Public Shareholding (B)=(B)(1) + (B)(2)
7558779 13395949 20954728 6166 7601392 13353336 20954728 6166 ndash
C Shares held by Custodian for GDRs amp ADRs
ndash ndash ndash ndash ndash ndash ndash ndash ndash
Grand Total (A+B+C) 11667976 22318267 33986243 10000 11710589 22275654 33986243 10000 ndash
Annual Report 2015 19
UNIWORTH
UNIWORTHLIMITED
(ii) Shareholding of Promoters
Shareholderrsquos Name Shareholding at the beginning of the year
Share holding at the end of the year
change in share holding
during the year
No of Shares
of total Shares of the
Company
of Shares Pledged encum-bered
No of shares
of total Shares of the
Company
of Shares Pledgedencum-bered
RBProperties Private Limited 365854 108 ndash 365854 108 ndash ndash
Uniworth Securities Limited 1400 000 ndash 1400 000 ndash ndash
Uniworth Textiles Limited 1260250 371 ndash 1260250 371 ndash ndash
Uniworth Services Private Limited
140175 041 ndash 140175 041 ndash ndash
Aviante International Limited 6924975 2038 ndash 6924975 2038 ndash ndash
Aman Lohia 1151025 339 ndash 1151025 339 ndash ndash
Meena Lohia 1374250 404 ndash 1374250 404 ndash ndash
Megha Lohia 1218068 358 ndash 1218068 358 ndash ndash
Meena Lohia 595518 175 ndash 595518 175 ndash ndash
Total 13031515 3834 ndash 13031515 3834 ndash ndash
(iii) Change in Promoters Shareholding (Please specify if there is no change)
Shareholderrsquos Name Shareholding at the beginning of the
year
Date wise increase (decrease) in shareholding during the year
Cumulative Shareholding at the end of the year
No of Shares
of total Shares of the
Company
Date No of Shares
Nature No of shares
of total Shares of the
CompanyRBProperties Private Limited
365854 108 NIL NIL NIL 365854 108
Uniworth Securities Limited
1400 000 NIL NIL NIL 1400 000
Uniworth Textiles Limited 1260250 371 NIL NIL NIL 1260250 371Uniworth Services Private Limited
140175 041 NIL NIL NIL 140175 041
Aviante International Limited
6924975 2038 NIL NIL NIL 6924975 2038
Aman Lohia 1151025 339 NIL NIL NIL 1151025 339
Meena Lohia 1374250 404 NIL NIL NIL 1374250 404
Megha Lohia 1218068 358 NIL NIL NIL 1218068 358
Meena Lohia 595518 175 NIL NIL NIL 595518 175
Uniworth Limited20
UNIWORTH
UNIWORTHLIMITED
(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters and Holders of GDRs and ADRs)
Shareholderrsquos Name Shareholding at the beginning of the
year
Date wise increase (decrease) in shareholding during the year
Cumulative Shareholding at the end of the year
No of Shares
of total Shares of the
Company
Date No of Shares
Nature No of shares
of total Shares of the
CompanyMadhya Pradesh State Industrial Development Corporation Limited
750000 221 Nil Nil Nil 750000 221
Saurav Gupta201163 059 25042014 5408 TransferBuy 206571 061
18092014 2100 TransferBuy 208671 061Sanjeev Sureka 63952 019 Nil Nil Nil 63952 019
Asha Sanjay Tibdewal 57555 017
18042014 1375 TransferBuy 58930 017
10102014 1 TransferBuy 58931 017
24102014 (1023) TransferSell 57908 017
31102014 (10) TransferSell 57898 017
United India Insurance Company Limited
52003 015 Nil Nil Nil 52003 015
Lata Bhanshali 49210 014 Nil Nil Nil 49210 014
Sanjay Nandlal Tibdewal 49145 014 30092014 25043 TransferBuy 74188 022
24102014 (1500) TransferSell 72688 021
31102014 (500) TransferSell 72188 021
Alom Extrusions Limited 48100 014 Nil Nil Nil 48100 014
Niket Jhunjhunwala 45540 013 Nil Nil Nil 45540 013
Riyajuddin Khan 40032 012
25042014 (13) TransferSell 40019 012
02052014 (30017) TransferSell 10002 003
16052014 (9992) TransferSell 10 000
30052014 (10) TransferSell 0 000
Annual Report 2015 21
UNIWORTH
UNIWORTHLIMITED
(v) Shareholding of Directors and Key Managerial Personnel
Shareholderrsquos Name Shareholding at the beginning of the year
Date wise increase (decrease) in shareholding during the year
Cumulative Shareholding at the end of the year
No of Shares
of total Shares of the
Company
Date No of Shares
Nature No of shares
of total Shares of the
CompanySilpi Chakraborty 700 000 NIL NIL NIL 700 000
Sanjeev Saxena 600 000 NIL NIL NIL 600 000
V INDEBTEDNESS Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Loans excluding deposits
Unsecured Loans
Deposits Total Indebtedness
Indebtedness at the beginning of the financial yeari) Principal Amount 4936931 917455 1355 5855741ii) Interest due but not paid 6670403 -- -- 6670403iii) Interest accrued but not due -- -- -- --Total (i+ii+iii) 11607334 917455 1355 12526144Change in Indebtedness during the financial yearbull Addition 576543 -- -- 576543bull Reduction (2) -- (20) (22)Net Change 576541 -- (20) 576521Net Change Indebtedness at the end of the financial yeari) Principal Amount 4977356 917455 1335 5896146ii) Interest due but not paid 7206519 -- -- 7206519iii) Interest accrued but not due -- -- -- --Total (i+ii+iii) 12183875 917455 1335 13102665
Uniworth Limited22
UNIWORTH
UNIWORTHLIMITED
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A Remuneration to Managing Director Wholendashtime Directors andor Manager
Sl No Particulars of Remuneration Name of the Whole-time Directors
Total Amount (In Lacs)
S C Kalra S N Shenwai1 Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act 1961
098 809 907
(b) Value of perquisites us 17(2) Income Tax Act 1961 303 064 367
(c ) Profit in lieu of salary under Section 17(3) Income Tax Act 1961
- - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -
- As of profit - - -
- Others specify - - -
5 Others please specify - - -
Total (A) 401 873 1274
Ceiling as per the Act 4200
B Remuneration to other Directors
Sl No Particulars of Remuneration Name of the Directors Total Amount
(Rs)S C
MajumderK
JhunjhunwalaSilpi
ChakrabortyT C Jain Sanjeev
Saxena1 Independent Directors
bull Fee for attending board committee meetings
- 16000 14000 - - 30000
bull Commission - - - - - -
bull Others please specify - - - - - -
Total (1) - 16000 14000 - - 30000
2 Other Non-Executive Directorsbull Fee for attending board committee
meetings 4000 - - - - 4000
bull Commission - - - - - -
bull Others please specify - - - - - -
Total (2) 4000 - - - - 4000
Total (B)=(1+2) 4000 16000 14000 - - 34000
Total Managerial Remuneration 1308000
Overall Ceiling as per the Act All Non-ExecutiveIndependent Directors have been paid only sitting fees for attending Board meeting and
Committee meetingswhich is well within the limits prescribed under the Companies Act 2013
Annual Report 2015 23
UNIWORTH
UNIWORTHLIMITED
C Remuneration to Key Managerial Personnel other than MDManagerWT
Sl No
Particulars of Remuneration Name of the KMP Total Amount
(In Lacs)A K Ladia (CFO) Company Secretary
1 Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act 1961
330 ndash 330
(b) Value of perquisites us 17(2) Income Tax Act 1961
018 ndash 018
(c ) Profit in lieu of salary under Section 17(3) Income Tax Act 1961
ndash ndash ndash
2 Stock Option ndash ndash ndash
3 Sweat Equity ndash ndash ndash
4 Commission ndash ndash ndash
- As of profit ndash ndash ndash
- Others specify ndash ndash ndash
5 Others please specify ndash ndash ndash
Total 348 ndash 348
VII PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES
Type Section of the
Companies Act
Brief Description
Details of Penalty Punishment
Compounding fees imposed
Authority [RD NCLT
COURT]
Appeal made if any (give Details)
A COMPANYPenalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
B DIRECTORSPenalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
C OTHER OFFICERS IN DEFAULTPenalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
Uniworth Limited24
UNIWORTH
UNIWORTHLIMITED
INDUSTRY STRUCTURE amp DEVELOPMENT
Indian Textiles Industry is one of the leading textile industries in the world Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources The fast growing retail apparel industry in the organized sector with multiple and strong Brands in every sphere of fabric and clothing have further increased the importance and demand for textiles products and quality yarns in particular
OPPORTUNITIES AND THREATS
After global economic revival picks up the pace the demand for quality products is expected to bounce back in the coming years News of Chinarsquos internal demand of yarns surpassing its own production capacities is also quite encouraging and is an enormous growth potential by itself for producers in India and other countries as well However the rising cost of raw materials is a matter of concern together with the growing competition from other developing countries
SEGMENT WISE PERFORMANCE
The Companyrsquos business activities fall within a single primary segment of Textile Yarns viz WoolWorstedSilkSilk SpunNoil Yarns etc
FINANCIAL PERFORMANCE
Turnover of the Company during the year was Rs1391658 Lacs as against Rs1391288 Lacs in the previous year The Turnover remained almost at same level of previous year Profit before Interest Depreciation and Taxes was Rs114341 Lacs as against Rs126658 in the previous year
OPERATIONS MANAGEMENT DISCUSSION AND ANALYSIS
During the year under review total revenue remained almost at same level to Rs 13917 crores as against Rs 13913 crores in the previous year There was a cash profit to the tune of Rs 1434 crores as against Rs 1320 crores before interest and Depreciation in the previous year Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources
BUSINESS OUTLOOK
Demand for textile products have been on the fall for the higher end products like wool rich products due to global recession and have been the reason for not so encouraging top line Coupled with this sporadic fiscal instability in certain global markets was a cause of concern Although the demand for the same has started showing some improving trends and hence the company is optimistic and continuing its vigorous efforts in domestic as well as in foreign market
RISK amp CONCERNS
The primary risk for the Company is with the volatile Export markets and the uncertainty prevailing in the Global Economy Having to compete with low cost producers from countries like China and Korea is always a concern There are no significant current borrowings and thus the company seems isolated from financial risks and concerns especially in the face of increasing interest rates and cost of Capital
INTERNAL CONTROL SYSTEM
The Company has adequate system of internal controls to ensure that all assets are safeguarded and protected against loss and that all transactions are authorized recorded and reported correctly The systems are designed to support the reliability of the financial and other records for preparing financial statements and other data The Statutory Auditors also discuss their comments and findings with the management as well as with the audit committee
MANAGEMENT DISCUSSION amp ANALYSIS REPORT
Annual Report 2015 25
UNIWORTH
UNIWORTHLIMITED
The Company has also regularly placed before the Board Internal Audit Reports Financial Results with Provisional Balance Sheets Performance Review Report of various Units together with Executive Summary Current Workings and all Current matters of commercial importance and various other information as generally required under the various Stock Exchange Listing Agreements
HUMAN RESOURCES
The Company continues to recognize the importance of good human relations in the smooth working of the organization Up gradation of the skills of the employees is pursued by the Company through regular on-the-job training sessions
CAUTIONARY STATEMENT
The facts and views mentioned in this report on Management Discussion and Analysis describing the Companyrsquos views about the industry or otherwise and the forecasts made are entirely based on opinion formed by the Management of the Company and actual position or results may differ from those implied therein Important factors that could make a difference include economic developments within India and outside and also the economic performance of other countries with which the Company conducts business as well as availability of raw materials and prices and other incidental factors
For and on behalf of the Board of Directors
Place Kolkata S N Shenwai T C JainDate 29052015 Executive Director Director
Uniworth Limited26
UNIWORTH
UNIWORTHLIMITED
1 Companyrsquos Philosophy on Code of Corporate Governance
The Company believes that Corporate Governance is the combination of voluntary practices and compliance with the laws and regulations of the Companies leading to effective control and management of the Company Good Corporate Governance leads to long term shareholders value and enhances the interest of other stakeholders including the employees and all others connected with the Organization
The Company confirm the practice of good Corporate Governance codes by the company in true spirit and are pleased to present below the Report on Corporate Governance
2 Board of Directors
i As on March 31 2015 the Company has five directors Out of the five Directors four (ie 8000) are non-executive directors including two Independent Directors and one Nominee Director The composition of the board is in conformity with Clause 49 of the Listing Agreements entered into with the stock exchanges
ii None of the directors on the board hold directorships in more than ten public companies Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a director Necessary disclosures regarding committee positions in other public companies as on March 31 2015 have been made by the directors None of the directors are related to each other
iii Independent directors are Non-Executive Directors as defined under Clause 49(ll)(B)(1) of the Listing Agreements entered into with the Stock Exchanges The maximum tenure of the independent directors is in compliance with the Companies Act 2013 (ldquoActrdquo) All the Independent Directors have confirmed that they meet the criteria as mentioned under clause 49 of the Listing Agreement and Section 149 of the Act
iv The names and categories of the Directors on the Board their attendance at Board meetings held during the year and the number of directorships and committee chairmanships memberships held by them in other public companies as on March 31 2015 are given herein below Other directorships do not include directorships of private limited companies Section 8 companies and of companies incorporated outside India Chairmanships memberships of board committees shall include only audit committee and stakeholdersrsquo relationship committee
Name of Directors Category Number of Board Meetings during the year 2014-15
Whether attended last AGM held on
Sept 26 2014
Number of directorships
in other Public Companies
Number of Committee
positions held in other public
companies
Held Attended Chairman Member Chairman Member
Mr K Jhunjhunwala Independent Non-Executive
6 5 Yes ndash 9 ndash 3
Mr A G Bhatnagar Non Independent
Non-Executive
1 ndash No ndash ndash ndash ndash
Mr S C Kalra Non Independent
ExecutiveDirector
1 1 No ndash ndash ndash ndash
REPORT ON CORPORATE GOVERNANCE(Pursuant to Clause 49 of the Listing Agreement)
Annual Report 2015 27
UNIWORTH
UNIWORTHLIMITED
Name of Directors Category Number of Board Meetings during the year 2014-15
Whether attended last AGM held on
Sept 26 2014
Number of directorships
in other Public Companies
Number of Committee
positions held in other public
companies
Held Attended Chairman Member Chairman Member
Mr S N Shenwai Non Independent
Executive Director
6 2 No ndash ndash ndash ndash
Mr S C Majumder Non Independent
Non-Executive
2 1 Yes (By Invitation)
ndash ndash ndash ndash
Mrs Silpi Chakraborty
Independent Non-Executive
4 4 Yes ndash ndash ndash ndash
Mr Tara Chand Jain
Non Independent
Non-Executive
1 ndash NA ndash ndash ndash ndash
Mr Sanjeev Saxena Non-Executive amp Nominee of MPSIDC Ltd
6 ndash No ndash ndash ndash ndash
Mr A G Bhatnagar has resigned as Director of the Company wef 29th May 2014 and Mr S C Kalra has resigned as Executive Director of the Company wef 29th May 2014 Appointed as an Additional Director and subsequently designated as Executive Director wef 29th May 2014 Resigned as Director of the Company wef 14th July 2014 Appointed as an Additional Director wef 14th July 2014 Appointed as an Additional Director wef 31st March 2015
v Six board meetings were held during the year and the gap between two meetings did not exceed one hundred twenty days The dates on which the said meetings were held
29052014 14072014 12082014 12112014 11022015 and 31032015 The necessary quorum was present for all the meetings
vi During the year a separate meeting of the independent directors was held inter-alia to review the performance of non-independent directors and the board as a whole
vii The Board periodically reviews compliance reports of all laws applicable to the Company prepared by the Company
viii The Company regularly placed before the Board Internal Audit Reports Financial Results with Provisional Balance Sheets Performance Review Report of various Units together with Executive Summary Current Workings and all Current matters of commercial importance and various other information as under Clause 49 of the Listing Agreement from time to time
ix The Companies Act 2013 requires that a Woman Director should be a member of the Board of director Hence Mrs Silpi Chakraborty was appointed on 14th July 2014 as member of the Board as Woman Independent Director her appointment was duly confirmed by means of E-voting in last AGM of the company held on 26092014
22 Code of Conduct The Board of Directors plays an important role in ensuring good governance The Code of Conduct formulated
Uniworth Limited28
UNIWORTH
UNIWORTHLIMITED
by the Company during the year which the DirectorsSenior Executive have been advised to follow envisages inter alia the following-
To observe the highest standards of ethical conduct and integrity and to work to the best of their ability and judgement
To maintain and help the Company in maintaining highest degree of Corporate Governance practices
To act in utmost good faith and exercise due care diligence and integrity in performing their official duties
Not to seek accept or receive directly or indirectly any gift payments or favour in whatsoever form from Companyrsquos Business Associates which can be perceived as being given to gain favour or dealing with the Company and to ensure that the Companyrsquos interests are never compromised
To maintain confidentiality of information entrusted by the Company or acquired during performance of their duties and not to use it for personal gain or advantage
Not to commit any offences involving moral turpitude or any act contrary to law or opposed to the public policy
3 Audit Committee i) The audit committee of the Company is constituted in line with the provisions of Clause 49 of the Listing
Agreements entered into with the stock exchanges read with Section 177 of the Act
ii) The terms of reference of the Audit Committee are broadly as under -
a) Oversight of the Companyrsquos financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct sufficient and credible
b) Recommend the appointment remuneration and terms of appointment of auditors of the Company
c) Approval of payment to statutory auditors for any other services rendered by the statutory auditors
d) Reviewing with the management the annual financial statements and auditorsrsquo report thereon before submission to the board for approval with particular reference to
bull Matters required to be included in the directorrsquos responsibility statement to be included in the boardrsquos report in terms of clause (c) of sub-section 3 of section 134 of the Act
bull Changes if any in accounting policies and practices and reasons for the same
bull Major accounting entries involving estimates based on the exercise of judgment by management
bull Significant adjustments made in the financial statements arising out of audit findings
bull Compliance with listing and other legal requirements relating to financial statements
bull Disclosure of any related party transactions
bull Qualifications in the draft audit report
e) Reviewing with the management the quarterly financial statements before submission to the board for approval
f) Reviewing with the management the statement of uses application of funds raised through an issue (public issue rights issue preferential issue etc) the statement of funds utilised for purposes other than those stated in the offer document prospectus notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue and making appropriate recommendations to the board to take up steps in this matter
g) Review and monitor the auditorsrsquo independence and performance and effectiveness of audit process
h) Approval or any subsequent modification of transactions of the Company with related parties
i) Scrutiny of inter-corporate loans and investments
Annual Report 2015 29
UNIWORTH
UNIWORTHLIMITED
j) Valuation of undertakings or assets of the Company wherever it is necessary
k) Evaluation of internal financial controls and risk management systems
l) Reviewing with the management performance of statutory and internal auditors adequacy of the internal control systems
m) Reviewing the adequacy of internal audit function if any including the structure of the internal audit department staffing and seniority of the official heading the department reporting structure coverage and frequency of internal audit
n) Discussion with internal auditors of any significant findings and follow up there on
o) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board
p) Discussion with statutory auditors before the audit commences about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern
q) To look into the reasons for substantial defaults in the payment to the depositors debenture holders shareholders (in case of non-payment of declared dividends) and creditors
r) Establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed
s) To review the functioning of whistle blower mechanism
t) Approval of appointment of CFO
u) The Committee reviews the efficacy of the internal control mechanism and monitors the risk management policies adopted by the Company The Committee also reviews the report furnished by the internal and Statutory Auditors and ensures that suitable follow up actions are taken Besides the Committee also examines accounting taxation and disclosure aspects of all significant transactions
v) Carrying out any other function as is mentioned in the terms of reference of the audit committee
w) To mandatorily review the following information
bull Management discussion and analysis of financial condition and results of operations
bull Statement of significant related party transactions (as defined by the audit committee)submitted by management
bull Management letters letters of internal control weaknesses issued by the statutory auditors
bull Internal audit reports relating to internal control weaknesses and
bull The appointment removal and terms of remuneration of the chief internal auditor
iii) The audit committee invites executives as it considers appropriate (particularly the head of the finance function) representatives of the statutory auditors and representatives of the internal auditors to be present at its meetings The Company Secretary acts as the secretary to the audit committee
iv) The previous annual general meeting (AGM) of the Company was held on September 26 2014 and was attended by the Chairman of the audit committee
v) The Composition of the Committee and the attendance of each member of the Committee during the year 2014-15 are given below
Name Category Profession Number of Meetings during the Financial year 2014-15
Held Attended
Mr A G Bhatnagar Non Independent Non-Executive
Professional 1 -
Uniworth Limited30
UNIWORTH
UNIWORTHLIMITED
Name Category Profession Number of Meetings during the Financial year 2014-15
Held Attended
Mr S C Kalra Non Independent Executive Director
Service 1 1
Mr S C Majumder Non Independent Non-Executive
Service 1 1
Mr K Jhunjhunwala Independent Non-Executive
Chartered Accountant
4 3
Mr S N Shenwai Non Independent Executive Director
Service 3 -
Mrs Silpi Chakraborty Independent Non-Executive
Professional 3 3
Resigned as members of the Committee wef 29th May 2014 Resigned as members of the Committee wef 14th July 2014 Appointed as member of the Committee wef 29th May 2014 Appointed as member of the Committee wef 14th July 2014 Members present at the meeting elect one of themselves as Chairman of the Meeting
vi) During the year 2014-15 4 (Four) meetings of the Audit Committee were held and the gap between two meetings did not exceed four months The dates of the meetings are following 29052014 12082014 12112014 and 11022015
4 Nomination and Remuneration Committee i) The Nomination and Remuneration Committee was re-organised during the year as per the provisions
of the act and Clause 49 of the Listing Agreement
ii) The Nomination and Remuneration Committee was formed with a view to reviewing and making recommendations on annual salaries performance commissions perquisite and other employment conditions of ExecutiveWhole-time Directors and other Executives and Officials The Committee also takes into consideration remuneration practices followed by leading companies as well as information provided by reputed consultants while determining the overall remuneration package
iii) The composition and attendance of the members at the Meetings of Remuneration Committee during the year 2014-15 were as under
Name Category Number of Meetings during the Financial year 2014-15
Held Attended
Mr K Jhunjhunwala Independent Non-Executive 4 3
Mr A G Bhatnagar Non Independent Non-Executive 1 ndash
Mr S C Majumder Non Independent Non-Executive 1 1
Mrs Silpi Chakraborty Independent Non-Executive 3 3
Mr T C Jain Non Independent Non-Executive ndash ndash
Resigned as member of the committee wef 29th May 2014 Resigned as member of the committee wef 14th July 2014 Appointed as member of the committee wef 14th July 2014 Appointed as member of the committee wef 31st March 2015 Members present at the meeting elect one of themselves as Chairman of the Meeting
During the year 2014-15 4 (four) Meetings of the Nomination and Remuneration Committee were held on the following dates 29052014 12082014 12112014 and 11022015
Annual Report 2015 31
UNIWORTH
UNIWORTHLIMITED
iv) Remuneration of Directors Details of remuneration paid payable to Directors for the year ended 31st March 2015 are as follows (Amount in Rs)
Name of Directors Board Meeting
Audit Committee
Meeting
Commission Total
Mr K Jhunjhunwala 10000 6000 ndash 16000
Mr S C Majumder 2000 2000 ndash 4000
Mrs Silpi Chakraborty 8000 6000 ndash 14000
Mr T C Jain ndash ndash ndash ndash
Mr Sanjeev Saxena ndash ndash ndash ndash
Resigned as member of the committee wef 14th July 2014 Appointed as member of the committee wef 14th July 2014 Appointed as member of the committee wef 31st March 2015
vi) Details of Remuneration paidpayable to Executive Directors Remuneration for the year ended 31st March 2015 is as follows
(Amount in lacs)
Name of Director Salary Allowance Perquisites Total
Mr S C Kalra 079 019 303 401
Mr SN Shenwai 600 209 064 873 Mr S C Kalra resigned as Executive Director of the Company wef 29th May 2014
Mr S N Shenwai appointed as Executive Director of the Company wef 29th May 20145 Stakeholders Relationship Committee i) As per the applicable provisions of Section 178 of the companies Act 2013 and Clause 49 of the
Listing Agreement the nomenclature Share Transfer cum Investor Grievance Committee was renamed as Stakeholders Relationship Committee
ii) The Stakeholders Relationship Committee look into the redressal of complaints of investors such as transfer or credit of shares non-receipt of dividend notices annual reports etc
iii) During the year two meetings of the Stakeholder Relationship committee was held on 16062014 and 16122014
iv) The composition and attendance of the members in the following Committee Meetings during the year 2014-15 were as under
Name Number of meetings during the financial year 2014-15
Held Attended
Mr K Jhunjhunwala 2 2
Mr A G Bhatnagar ndash ndash
Mr S C Kalra ndash ndash
Mr S N Shenwai ndash ndash
Mr S C Majumder 1 1
Mrs Silpi Chakraborty 1 1
Mr Tara Chand Jain ndash ndash
Resigned as members of the committee wef 29th May 2014
Uniworth Limited32
UNIWORTH
UNIWORTHLIMITED
Appointed as member of the committee wef 29th May 2014 Resigned as member of the committee wef 14th July 2014 Appointed as member of the committee wef 14th July 2014 Appointed as member of the committee wef 31st March 2015 Members present at the meeting elect one of themselves as Chairman of the Meeting
v) During the year 2014-15 16 (Sixteen) Meetings regarding Share Transfer were held on the following dates 16062014 15072014 29082014 05092014 18092014 30092014 16102014 31102014 14112014 28112014 16122014 12012015 30012015 17022015 27022015 and 16032015
vi) Share Transfers
bull All Shares have been transferred and returned within the prescribed period so long as the documents have been in order in all respects
bull Total number of Equity Shares transferred during the relevant period was 11730
vii) Compliance Officer
Mr S N Shenwai Executive Director is the Compliance Officer of the Company and his contact details are given below
Mr S N Shenwai Executive Director Uniworth Limited ldquoGREEN ACRESrdquo 2 Nazar Ali Lane Flat- 4A Kolkata ndash 700 019 Phone (033) 40061301
viii) Status of Investor Complaints
Complaints received from Shareholders have been mostly cleared within the financial year The complaints are generally replied to within 10-15 days from their lodging with the Company
No of Complaints received from the Investors (including brought forward) 18
No of Complaints resolved 17
Complaints pending as on 31st March 2015 1
No of Share Transfers pending for approval as on 31st March 2015 NIL
6 General Body Meetings i) Annual General Meeting
The location and time of the Annual General Meetings held during the last 3 years is as follows
Annual General Meeting (AGM) Date Time Venue No of Special
Resolutions passed
24th Annual General Meeting 28092012 1030 AM Science CitySeminar HallJBS Haldane AvenueKolkata ndash 700 046
ndash
25th Annual General Meeting 26092013 1030 AM Science CitySeminar HallJBS Haldane AvenueKolkata ndash 700 046
ndash
Annual Report 2015 33
UNIWORTH
UNIWORTHLIMITED
26th Annual General Meeting 26092014 1030 AM Science CitySeminar HallJBS Haldane AvenueKolkata ndash 700 046
ndash
ii) The Special Resolutions if any are usually passed on show of hands and mostly unanimously
iii) No Postal Ballot were used in last year The Company does not have any proposal for Postal Ballot at present
7 Disclosures a) Related Party transactions have been disclosed under Note No 27 to the accounts for year under
review and it is not conflict with the interest of the Company
b) The Company has complied with all the mandatory requirements of clause 49 of the listing agreements with the Stock Exchanges as well as regulations and guidelines of SEBI wherever applicable
c) No transaction of material nature has been entered into by the Company with the Directors or Promoters or Management and their relatives their subsidiaries etc that may have a potential conflict with the interest of the Company at large The Register of Contracts in which Directors are interested was placed before the Board regularly
d) The Company has in place an Employee Concern (Whistle Blower) No personnel has been denied access to the Audit Committee to lodge their Grievances
e) No penalties or strictures have been imposed on the Company by the Stock Exchange or SEBI or any statutory authority on any matter related to capital markets during the last three years as all requirements were complied with
f) All mandatory requirements have been appropriately complied
g) Resume and other information of the Directors proposed to be appointedre-appointed (including those retiring by rotation) at the ensuing annual General Meeting are given in the Notice relating thereto to the shareholders
h) No presentation were made to Institutional Investors and Analysts during the year
i) The Company does not have any subsidiary
j) Your Company has followed all relevant Accounting Standards while preparing the Financial Statements
k) Particulars of Equity Shares of the Company held by Non-Executive Directors (both own or held byfor other person on a beneficial basis) are as follows
Name of Directors Number of Equity Shares heldMrs Silpi Chakraborty 700
Mr Sanjeev Saxena 600
l) Risk Management
A comprehensive risk management policy for the purpose of management policy in the Company for periodical review by the Board of Directors has formulated In addition Risk Management issues are generally discussed in the Audit Committee
m) CEOCFO Certification The ExecutiveWhole-time Director and Chief Financial Officer who are also heading the finance
function have confirmed to the Board that
(a) They have reviewed financial statements and the cash flow statement for the year and that to the best of their knowledge and belief
(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
Uniworth Limited34
UNIWORTH
UNIWORTHLIMITED
(ii) these statements together present a true and fair view of the companyrsquos affairs and are in compliance with existing accounting standards applicable laws and regulations
(b) There are to the best of their knowledge and belief no transactions entered into by the company during the year which are fraudulent illegal or violative of the companyrsquos code of conduct
(c) They accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of the internal control systems of the company pertaining to financial reporting and they have disclosed to the auditors and the Audit Committee deficiencies in the design or operation of internal controls if any of which they are aware and the steps they have taken or propose to take to rectify these deficiencies
(d) They have indicated to the Auditors and the Audit Committee
(i) that there have been no significant changes in internal control over financial reporting during the year
(ii) that there have been no significant changes in accounting policies during the year and
(iii) that there are no instances of significant fraud of which they have become aware and the involvement therein if any of the management or an employee having a significant role in the companyrsquos internal control system over financial reporting
n) Brief Profile and other informationrsquos of the Directors proposed to be appointed re-appointed (including those retiring by rotation) at the ensuing Annual General Meeting are given in the Notice relating thereto the shareholders
8 Means of Communication a) The Annual Half yearly and Quarterly Results are Electronically transmitted to the Stock Exchanges in
accordance with the Listing Agreement and are uploaded on the Companyrsquos Website wwwuniworthcom also the same are being published in an English Newspaper namely the Echo of India Kolkata and Arthik Lipi alongwith Dainik Lipi Bengali leading Newspapers
b) Management Discussion amp Analysis Report is forming a part of the Annual Report
9 General Shareholder Information a) Annual General Meeting - Date and Time 29th September 2015 at 1030 AM
- Venue Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046
b) Financial Calendar (Tentative and subject to change)
Financial reporting for
- the Quarter ending 30th June 2015 2nd week of August 2015 - the Quarter and Half Year ending 30th September 2015 2nd week of November 2015 - the Quarter ending 31st December 2014 2nd week of February 2016 - Year ending 31st March 2016 4th week of May 2016
c) Date of Book Closure 23rd September 2015 to 29th September 2015
d) Dividend Payment Date NA
e) Registered Office ldquoGREEN ACRESrdquo 2 Nazar Ali Lane Flatndash 4A Kolkata ndash 700 019
f) Listing on Stock Exchanges The Equity Shares of the Company are listed on the following Stock Exchanges
Annual Report 2015 35
UNIWORTH
UNIWORTHLIMITED
Code No The Calcutta Stock Exchange Ltd (CSE) 10033010
BSE Limited (BSE) 514144
Listing fees for the Financial Year 2015-2016 have been paid
g) Corporate Identity No (CIN) of the Company L17299WB1988PLC044984
h) Stock Market Data
1 The Calcutta Stock Exchange Ltd There has been no trading during the year 2 BSE Limited
Month amp Year High (`) Low (`) Monthly Volume(No of Equity Shares)
April 2014 096 058 64744May 2014 096 083 52417June 2014 101 080 32394July 2014 111 084 47313August 2014 165 084 39696September 2014 218 138 154526October 2014 330 215 125576November 2014 309 212 64128December 2014 246 162 33765January 2015 187 146 26982February 2015 153 111 36842March 2015 118 082 16397
i) Registrar and Transfer Agents Ms C B MANAGEMENT SERVICES (P) LIMITED P-22 Bondel Road Kolkata ndash 700 019 Phone No (033) 4011 6700671167186723 Fax No (033) 40116739 E-mail rtacbmslcom
(j) (1) Distribution of Shareholding as on 31st March 2015
Slab of Equity Shares held
No of Shareholders No of Equity Shares
1- 500 79783 9388 11250631 3310501 ndash 1000 3045 358 2260412 6651001 ndash 2000 1273 150 1801305 5302001 ndash 3000 386 045 959785 2823001 ndash 4000 169 020 597378 176
Uniworth Limited36
UNIWORTH
UNIWORTHLIMITED
4001 ndash 5000 104 012 481868 1425001-10000 137 016 922783 27210001-Above 89 011 15712081 4623Total 84986 10000 33986243 10000
(2) Categories of Shareholders as on 31st March 2015
Categories Number of Equity Shares Amount in (Rs)
Promoters Directors Relatives and Associated Companies
13032815 130328150 3835
Financial Institutions Govt Companies 802153 8021530 236Mutual Funds UTI 23230 232300 007Banks 28032 280320 008Foreign Institutional Investors 4300 43000 001Non ndash Resident Indians 101404 1014040 030Other Bodies Corporate 816054 8160540 240Public 19178255 191782550 5643Total 33986243 339862430 10000
k) Dematerialization of Shares and Liquidity 11710589 Equity Shares (3446 of Total Shares) are in the Dematerialised Form as on 31st March
2015
At present the Companyrsquos Shares are compulsorily traded in Dematerialised Form as per notification issued by the Securities and Exchange Board of India (SEBI) The ISIN allotted for the Equity Shares of the Company is INE207A01013
l) Share Transfer System To expedite the Share Transfer process in the Physical segment authority has been delegated to the
ldquoStakeholder Relationship Committeerdquo Share transfertransmissions approved by the Committee are placed at the Board Meeting from time to time
m) Outstanding GDRsADRsWarrants Not Applicable
n) Plant Location 1) Urla Growth Centre Raipur Chattisgarh
2) Amriti Malda West Bengal
o) Investor Correspondence S N Shenwai Uniworth Limited
ldquoGREEN ACRESrdquo 2 Nazar Ali Lane Flat- 4A Kolkata ndash 700 019 Phone (033) 40061301 Website wwwuniworthcom
Annual Report 2015 37
UNIWORTH
UNIWORTHLIMITED
DISCLOSURE OF CODE OF CONDUCTAnnual Certificate under Clause 49 (II) (E) of Listing Agreement with Stock Exchanges
DECLARATIONAs required under Clause 49 (II) (E) of the Listing Agreement with the Stock Exchanges I hereby declare that all the Board Members and Senior Management Personnel ie employees in the grades of General Manager and above of the Company have complied with the Code of Conduct of the Company for Financial Year ended 31st March 2015
Place Kolkata S N ShenwaiDate 29052015 Executive Director
AUDITORSrsquo CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT TO THE MEMBERS OF UNIWORTH LIMITED
TO THE MEMBERS OF UNIWORTH LIMITED
We have examined the compliance of conditions of Corporate Governance by Uniworth Limited (ldquothe Companyrdquo) for the year ended 31st March 2015 as stipulated in clause 49 of the Listing Agreements of the Company entered into with Stock Exchanges
The compliance of conditions of Corporate Governance is the responsibility of the management Our examination was limited to a review of the procedures and implementation thereof adopted by the company for ensuring the compliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company
In our opinion and to the best of our information and according to the explanation given to us and the representations made by the Directors and the management we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above- mentioned Listing Agreement
We state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency of the effectiveness with which the management has conducted the affairs of the Company
For S S KOTHARI amp COChartered Accountants
Firm Registration No 302034EA DATTA
Place Kolkata PartnerDate 29th May 2015 Membership No 005634
Uniworth Limited38
UNIWORTH
UNIWORTHLIMITED
INDEPENDENT AUDITORSrsquo REPORT To the Members ofUNIWORTH LIMITEDReport on the Financial Statements
We have audited the accompanying Financial Statements of UNIWORTH LIMITED (ldquothe Companyrdquo) which comprise the Balance Sheet as at 31st March 2015 the Statement of Profit and Loss the Cash Flow Statement and a summary of the Significant Accounting Policies and other explanatory information for the year then ended
Managementrsquos Responsibility for the Financial Statements
The Companyrsquos Board of Directors is responsible for the matters stated in Section 134(5) of the Companies act 2013 (ldquothe Actrdquo) with respect to the preparation of these Financial Statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes 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 frauds and other irregularities selection and application of appropriate accounting policies making judgements and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditorrsquos Responsibility
Our responsibility is to express an opinion on these Financial Statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements The procedures selected depend on the auditorrsquos judgement including assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companyrsquos preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyrsquos Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the Financial Statements
Basis for Qualified Opinion
1 Footnote (i) to Note No 23 regarding interest provision on borrowings from some of the institutions and banks which has been made in the financial statements under simple interest method at the prevailing estimated rates applicable on such loans in absence of relevant documentsconfirmations as a result of which impact of compound interestpenal charges wherever applicable having not been ascertained as well as the note therein regarding the matter of dispute between the Company and the BankersCreditors in connection with charging of interest payment and payment of principal
2 Footnote No (ii) to Note No 23 regarding non-provision of Interest on certain loans and the impact of the non-provision is not presently ascertainable
Annual Report 2015 39
UNIWORTH
UNIWORTHLIMITED
3 Footnote No 4 (i) (ii) and (iii) of Note No 15 regarding overdue Export Bills amounting to ` 3178731 lacs outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
4 Footnote 1 of 17 regarding Claims Receivable amounting to ` 68936 lacs due from various banks outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
5 Footnote 3 of Note No 17 regarding advance of ` 314473 lacs due from certain parties which in our opinion are considered doubtful of recovery against which adequate provision has not been made
6 Footnote 3 of Note No 16 relating to non-accounting of withdrawals other transactions from certain Bank accounts during the year due to reasons stated on the said Note 16 (3)
7 Note No 30 regarding non-compliance of Accounting Standard (AS) 6 Depreciation Accounting due to non-adoption of Schedule ndash II of the Companies Act 2013 and also non-compliance of mandatory Accounting Policy for Depreciation required to be followed by the Company due to reasons stated in the said Note
8 In absence of any workings for impairment of assets as per Accounting Standard (AS) 28 Impairment of Assets the impact of such impairment is not ascertainable
9 Non-provision non-compliance of Items indicated in (1) to (8) above constitute a departure from the Accounting Standards referred to in Section 133 of the Act Without considering Item Nos (1) (2) (6) (7) and (8) above whose impact on the Companyrsquos Statement of Profit and Loss is presently non-ascertainable had the provisions indicated in Item Nos (3) to (5) been made
(i) the Loss for the year would have increased by ` 3562140 lacs
(ii) Trade Receivables would have decreased by ` 3178731 lacs
(iii) Short Term Loans and Advances would decreased by ` 383409 lacs
(iv) The Shareholdersrsquo Fund would have been lower by ` 3562140 lacs
Qualified Opinion
In our opinion and to the best of our information and according to the explanations given to us except for the like effects of the matters described in the Basis for Qualified Opinion paragraph above the aforesaid Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2015 and its loss and its cash flows for the year ended on that date
Emphasis of Matters
We draw your attention to the following matters in the Notes to the Financial Statements
1 Following Notes to the Financial Statements describe the uncertainty related to the outcome of the lawsuits other legal matters and matters under settlements indicated therein
(a) Footnote (2) to Note No 4 regarding legal issues following securitization of Secured Loans as stated in the said Note
(b) Footnote (2) of Note No 15 regarding pending adjustments of Sundry Debtors against supplies and other liabilities etc due to the buyers In absence of final settlement with the parties and non-receipt of necessary approval from concerned regulatory authority extent of the amount of adjustments so required could not be ascertained
(c) Footnote to Note No 6 regarding estimated amount of ` 872228 lacs provided during the year 2002-03 as sales claims and commissions relating to earlier years from overseas customers of the Company which is pending for final settlement Necessary adjustments for such claims and commissions will be made after final settlement and obtaining necessary approval from the concerned regulatory authority
Uniworth Limited40
UNIWORTH
UNIWORTHLIMITED
(d) Footnote 1 of Note No 15 and Footnote 2 of Note No 17 regarding Debtors and Advances amounting to ` 145362 lacs and ` 138719 lacs respectively relating to Companies which have become Sick and referred to BIFR under the Sick Industrial Companies (Special Provisions) Act 1985 As the rehabilitation scheme of these companies are pending finalisation the amount of provision if any which may be required remain unascertainable
(e) Note No 32 regarding legal recourse taken by certain banks and financial institutions for recovery of their dues and the matter is sub-judice as stated in the said Note
(f) Note No 33 regarding non-compliance of certain technical formalities due to which transfer of certain borrowing facilities to a body corporate could not be made
(g) Note No 34 regarding applications made by the Company with the Reserve Bank of India from time to time for extension setting off of certain overdue bills
(h) Note No 35 regarding Debit Note sent by a body corporate in an earlier year for unilateral transfer back of all assets not taken into cognizance by the Company in preparing these Financial Statements as stated in the said Note
(i) Note No 38 regarding claims filed by a body corporate for ` 21625 lacs for non-fulfilment of clauses of the agreement relating to transfer of Nagpur Unit to them outcome of which would eventually arise on finalisation of suit
(j) Matters disclosed in Note No 19 relating to Entry Tax CentralCommercial Sales Tax Demands Customs Demands Professional TaxLabour CasesWater Cess Electricity Duty etc disclosed under Contingent Liabilities which are contested by the Company and pending before various forums authorities for final decisions
2 Note No 4 (Footnote 4) Note No 7 (Footnote) and Note No 16 (Footnote 1) to the financial statements regarding non-receipt of confirmations in respect of borrowings from banksFinancial Institutions and also debit balances in certain current accounts with banks due to restructuring being in progress book balances thereof have been relied upon
3 Note No 27 (d) regarding balance with a related party under reconciliation
4 Footnote 2 amp 3 of Note No 4 to the financial statements regarding preparation of these financial statements on Going Concern basis for the reasons stated therein as also the fact that the Company has accumulated losses and its net worth has been fully eroded Further the Company has incurred net loss during the current and previous years and the Companyrsquos current liabilities exceeded its current assets as at the Balance Sheet date These conditions along with other matters set forth in Notes to Financial Statements indicate the existence of a material uncertainty that may cast significant doubt about the Companyrsquos ability to continue as a going concern
Our opinion is not modified in respect of these matters
Report on Other Legal and Regulatory Requirements
i) As required by the Companies (Auditorrsquos Report) Order 2015 issued by the Central Government in terms of Sub-section (11) of Section 143 of the Act we enclose in the Annexure a statement on the matters specified in the said Order to the extent applicable to the Company
ii) As required by Section 143(3) of the Act we report that
a) We have sought and except for the matters described in the Basis for Qualified Opinion paragraph obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit
b) Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph above in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books
Annual Report 2015 41
UNIWORTH
UNIWORTHLIMITED
c) The Balance Sheet Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph in our opinion the Balance Sheet Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014
e) The matters described in the Basis for Qualified Opinion paragraph above in our opinion may have an adverse effect on the functioning of the Company
f) The matters described in sub-paragraph (1) under the Emphasis of Matters paragraph above in our opinion may have an adverse effect on the functioning of the Company
g) On the basis of written representations received from the Directors as on 31st March 2015 taken on record by the Board of Directors none of the Director is disqualified as on 31st March 2015 from being appointed as a director in terms of Section 164(2) of the Act
h) With respect to the other matters to be included in the Auditorrsquos Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion and to the best of our information and according to the explanations given to us
i The Company has disclosed the impact of pending litigations on its financial position wherever ascertainable
ii The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable loss
iii The Company has not transferred any amount to Investor Education and Protection Fund (Refer to Footnote No 1 to Note No4)
For S S KOTHARI amp COChartered Accountants
Firm Registration No 302034E
A DATTAPlace Kolkata PartnerDate 29th May 2015 Membership No 005634
Uniworth Limited42
UNIWORTH
UNIWORTHLIMITED
ANNEXURE TO THE AUDITORSrsquo REPORTThe Annexure referred to in our report to the members of UNIWORTH LIMITED the year ended 31ST March 2015
(i) (a) Whether the company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets
(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets However the updation of such records particularly with reference to estimated useful life of each asset is in process
(b) Whether these fixed assets have been physically verified by the management at reasonable intervals whether any material discrepancies were noticed on such verification and if so whether the same have been properly dealt with in the books of account
(b) The physical verification of fixed assets as stated by the management has been conducted by the Management during the year wherever practicable and the reconciliation of the quantities with the book records in progress The discrepancies if any would be adjusted on completion of reconciliation updation of records as stated above
(ii) (a) Whether physical verification of inventory has been conducted at reasonable intervals by the management
(ii) (a) Inventories of Raw Materials Finished Goods Work in Progress and Stores amp Spares have been physically verified at reasonable intervals by the Company except Finished Goods of Rs 1840 Lacs lying with third parties and Rs 11551 Lacs under seizure of the Excise Department
(b) Are the procedures of physical verification of inventory followed by the management reasonable and adequate in relation to the size of the company and the nature of its business If not the inadequacies in such procedures should be reported
(b) The procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business
(c) Whether the company is maintaining proper records of inventory and whether any material discrepancies were noticed on physical verification and if so whether the same have been properly dealt with in the books of account
(c) On the basis of our examination of the records of inventories we are of the opinion that the Company is maintaining proper records of inventories The discrepancies noticed on verification between physical stocks and the book records which were not material have been properly dealt with in the books of account
Annual Report 2015 43
UNIWORTH
UNIWORTHLIMITED
(iii) Whether the company has granted any loans secured or unsecured to companies firms or other parties covered in the register maintained under section 189 of the Companies Act If so
(iii) The Company has not granted any loan secured or unsecured during the year to any company firm or other party covered in the register maintained under section 189 of the Companies Act 2013
In this regard we have relied upon the entries recorded in the register maintained under section 189 of the Act
(a) Whether receipt of the principal amount and interest are also regular and
(b) If overdue amount is more than rupees one lakh whether reasonable steps have been taken by the company for recovery of the principal and interest
(iv) Is there an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services Whether there is a continuing failure to correct major weaknesses in internal control system
(iv) In our opinion and according to the information and explanations given to us there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchases of inventory and fixed assets and for the sale of goods During the course of our audit no major weakness has been noticed in the internal control system nor have there been any continuing failure on the part of the Company to correct any major weakness
(v) In case the company has accepted deposits whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under where applicable have been complied with If not the nature of contraventions should be stated If an order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal whether the same has been complied with or not
(v) The Company has not accepted any deposit from the public within the meaning of sections 73 to 76 or any other relevant provisions of the Companies Act 2013
(vi) Where maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act whether such accounts and records have been made and maintained
(vi) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under sub-section (1) of section 148 of the Companies Act 2013 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained However we have not made a detailed examination of the records with a view to determine whether they are accurate or complete
Uniworth Limited44
UNIWORTH
UNIWORTHLIMITED
(vii) (a) Is the company regular in depositing undisputed statutory dues including provident fund employeesrsquo state insurance income-tax sales-tax wealth tax service tax duty of customs duty of excise value added tax cess and any other statutory dues with the appropriate authorities and if not the extent of the arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable shall be indicated by the auditor
(vii) (a) According to the records of the Company the Company has been generally regular in depositing during the year with appropriate authorities undisputed statutory dues including provident fund employeesrsquo state insurance income tax sales tax wealth tax service tax customs duty excise duty value added tax cess and any other statutory dues where applicable except in the following cases which are outstanding for a period of more than six months from the date they became payable
VAT ` 680 lacs
Central Sales Tax ` 3654 lacs
Service tax ` 4281 lacs
Entry Tax ` 080 lacs(b) In case dues of income tax or sales tax or
wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute then the amounts involved and the forum where dispute is pending shall be mentioned (A mere representation to the concerned Department shall not constitute a dispute)
(b) According to the records of the Company following statutory dues have not been deposited by the Company on account of disputes
Nature of dues
Amount(` inLacs)
Period since when
Forum
Entry Tax 5711 1997-98 Appeal with Commissioner of Commercial Tax
Excise Duty 864 Prior to 2000 Under Appeal with CESTAT New Delhi
Electricity Duty amp Cess
1857 2005 Writ Petition before Bilaspur High Court
(c) Whether the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time
(c) The Company has not transferred any amount to Investor Education and Protection Fund [Refer to Footnote (1) to Note No 4 (a) ]
(viii) Whether in case of a company which has been registered for a period not less than five years its accumulated losses at the end of the financial year are not less than fifty per cent of its net worth and whether it has incurred cash losses in such financial year and in the immediately preceding financial year
(viii) The accumulated losses of the Company at the end of the financial year have exceeded its net worth and also the Company has incurred cash losses in the current financial year and in the immediately preceding financial year
Annual Report 2015 45
UNIWORTH
UNIWORTHLIMITED
(ix) Whether the company has defaulted in repayment of dues to a financial institution or bank or debenture holders If yes the period and amount of default to be reported
(ix) The Company has defaulted in repayment of dues to financial institutions banks and debenture holders as under
(a) As per Original Agreement all the following Term Loans have become due for repayments However the Companyrsquos negotiations with the term lenders for rescheduling restructuring is in process
Nature of Financial Assistance
Amount (` in lacs)
Period of Default
a) Term Loani) Financial Institution Not Ascertainable
Principal 2117209Interest 1068697
ii) Bank Not AscertainablePrincipal 3758542Interest 5508741
b) DebentureNov-convertible Part C Redeemable Debenture
Principal 190062Interest 19695
Also refer to Note No 4
(x) Whether the company has given any guarantee for loans taken by others from bank or financial institutions the terms and conditions whereof are prejudicial to the interest of the company
(x) The Company has given guarantee for loans taken by Other Company others from bank or financial institution and the related terms and conditions are not prejudicial to the interest of the Company
(xi) Whether term loans were applied for the purpose for which the loans were obtained
(xi) Based on the information and explanations given to us by the Management no Term Loan was obtained by the Company during the year
(xii) Whether any fraud on or by the company has been noticed or reported during the year If yes the nature and the amount involved is to be indicated
(xii) Based upon the audit procedures performed during the course of our audit and information and explanations given by the Management we report that no fraud on or by the Company has been noticed or reported during the year
For S S KOTHARI amp COChartered Accountants
Firm Registration No 302034E
A DATTAPlace Kolkata PartnerDate 29th May 2015 Membership No 005634
Uniworth Limited46
UNIWORTH
UNIWORTHLIMITED
Particulars Note No As at 31032015
As at 31032014
I EQUITY AND LIABILITIES 1 Shareholders Fund
a) Share Capital 2 399862 399862 b) Reserves and Surplus 3 (9551249) (9151387) (9086744) (8686882)
2 Non-Current Liabilitiesa) Long Term Borrowings 4 - - b) Other Long Term Liabilities 5 227675 214963 c) Long Term Provisions 6 919008 1146683 909815 1124778
3 Current Liabilitiesa) Short Term Borrowings 7 2888541 2888676 b) Trade Payables 8 3367901 3114249 c) Other Current Liabilities 9 10578553 10028310 d) Short Term Provisions 10 3729 16838724 2397 16033632
Grand Total 8834020 8471528 II ASSETS
1 Non-Current Assetsa) Fixed Assets 11
i) Tangible Assets 378887 420957 ii) Capital Work in Progress 5468 7774
b) Non-Current Investments 12 300067 300067 c) Long Term Loans and Advances 13 79596 764018 73612 802410
2 Current Assetsa) Inventories 14 363263 398178 b) Trade Receivables 15 6443072 6042724 c) Cash and Cash Equivalent 16 25352 17946 d) Short Term Loans and Advances 17 643478 615433 e) Other Current Assets 18 594837 8070002 594837 7669118
Grand Total 8834020 8471528 Significant Accounting Policies 1Other Disclosures 25 - 40
Accompanying Notes are an integral part of the Financial StatementsThis is the Balance Sheet referred to in our Report of even date
BALANCE SHEET AS AT 31ST MARCH 2015 (` in 000rsquos)
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Annual Report 2015 47
UNIWORTH
UNIWORTHLIMITED
Particulars NoteNo
For the year ended31032015
For the year ended31032014
I Revenue from OperationsSale of products 1357763 1155975 Less Excise Duty - - Net Turnover 1357763 1155975
II Other Income 20 33895 235313 III Total Revenue (I + II) 1391658 1391288 IV Expenses
Cost of Materials Consumed 21 652552 724694 Purchases of Stock in Trade 33333 313 Changes in Inventories of Finished Goods Work in Progress amp Stock in Trade 22 14347 (8299)
Employees Benefits 25 151140 139783 Finance Cost 23 536119 536116 Depreciation and Amortisation 25 42727 42824 Other Expenses 24 424306 1854524 406500 1841931 Total Expenses 1854524 1841931
V Profit before tax (462866) (450643)VI Extra Ordinary Item 25 1639 1639 VII Profit before tax after Extra Ordinary
Items (464505) (452282)
VIII Tax Expenses - - IX Profit (Loss) for the period (464505) (452282)X Earnings Per Equity Share
i) Basic (1367) (1331)ii) Diluted (1367) (1331)
Significant Accounting Policies 1Other Disclosures 25 - 40
Accompanying Notes are an integral part of the Financial StatementsThis is the Statement of Profit amp Loss referred to in our Report of even date
STATEMENT OF PROFIT amp LOSS FOR THE YEAR ENDED 31ST MARCH 2015 (` in 000rsquos)
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Uniworth Limited48
UNIWORTH
UNIWORTHLIMITED
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2015 (` in 000rsquos)
Particulars 31032015 31032014A Cash Flow from Operating Activities
Net Profit (Loss) before Tax (464505) (452282)Adjustments For Depreciation and amortisation expense 42727 42824 Exceptional Items 1639 1639 Interest Income (2700) (2299)Dividend Received - (2)Net (Gain)Loss on foreign exchange (26043) (114085)Finance Cost 536119 536116 Sundry Balances w_off 152 - Unspent Liabilities Written Back - (9895)Operating Profit before Working Capital Changes 87389 2017 Adjustments For Increase(Decrease) in Other Long Term Liabilities 12712 20646 Increase(Decrease) in Long Term Provisions 9194 9106 Increase(Decrease) in Short Term Provisions 1332 (2926)Increase(Decrease) in Trade Payables 253652 158899 Increase(Decrease) in Other Current Liabilities 550241 602658 Decrease(Increase) in Non-Current Investment - - Decrease(Increase) in Long Term Loans amp Advances (5984) 1518 Decrease(Increase) in Other Non-Current Assets - - Decrease(Increase) in Inventories 34916 (26068)Decrease(Increase) in Trade Receivables (400348) (331229)Decrease(Increase) in Short Term Loans amp Advances (28198) (20496)Decrease(Increase) in Other Current Assets - (1)Cash Generated from (used in) Operating Activities 514906 414124 Tax Expense - - Net Cash Flow from(used in) Operating Activities (A) 514906 414124
B Cash Flow from Investing Activities Interest Income 2700 2299 Dividend Income - 2 Proceeds from sale of Non-Current Investments - - Addition to Tangible Fixed Assets 1408 1295 Addition to Intangible Fixed Assets - - Sale of Tangible Fixed Assets 241 5 Net Cash flow from(used in) Investing activities ( B ) 4348 3601
Annual Report 2015 49
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos)
Particulars 31032015 31032014C Cash Flow from Financing Activities
Proceeds from Equity Shares - - Repayment from Long term Borrowings - - Proceeds from Short term Borrowings (134) (1)Exceptional Items (1639) (1639)Net Gain on foreign exchange 26043 114085 Interest Expense (536119) (536116)Net Cash Flow from Financing Activities ( C ) (511849) (423671)Net Increase ( Decrease ) in Cash amp Cash Equivalents ( A+B+C ) 7406 (5947)Closing Balance of Cash amp cash Equivalents 25352 17946 Opening Balance of Cash amp cash Equivalents 17946 23893 Net Increase ( Decrease ) in Cash amp Cash Equivalents 7406 (5947)
Notes 1 The above Cash Flow Statement has been prepared under the ldquoIndirect Methodrdquo as set out in Accounting
Standard -3 on Cash Flow Statement notified under the Companies (Accounting Standards) Rules 20062 Addition to Fixed Assets include movement of Capital Work in Progress during the year3 Proceeds from Long term Borrowings are shown net of repayments 4 Figures in brackets represent cash outflow from respective activities 5 Cash amp cash Equivalents do not include any amount which is not available to the Company for its use6 As breakup of Cash amp cash equivalents is also available in Note No16 reconciliaton of items of Cash amp
cash equivalents as per Cash Flow Statement with the equivalent items reported in the Balance Sheet is not required
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Uniworth Limited50
UNIWORTH
UNIWORTHLIMITED
1 SIGNICANT ACCOUNTING POLICIES A BASIS OF PREPARATION The Financial Statements have been prepared to comply in material respects with the Accounting
Principles generally accepted in India including mandatory Accounting Standards specified under Section 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014 under the historical cost convention and on accrual basis The Accounting Policies in all material respect have been consistently applied by the Company and are consistent with those used in previous year
B TANGIBLE ASSETS Tangible Assets are stated at cost including pre-operative expenses amp borrowing cost allocated to
qualifying assets in proportion to costs thereof C IMPAIREMENT OF ASSETS An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value An
impairement loss is charged to the profit and loss account in the year in which an asset is identified as impaired The impairement loss recognised in prior accounting period is reversed if there has been a change in the estimate of recoverable amount
D CAPITAL WORK IN PROGRESS Stated at Cost E DEPRECIATION a The full value of Leasehold land is amortized over the period of lease b Depreciation on Tangible Assets continues to be provided on straight-line method at the rates
prescribed in erstwhile Schedule ndash XIV of the Companies Act 1956 This is a non-compliance of mandatory Accounting Policy required to be followed by the Company for Depreciation on Tangible Assets in terms of Accounting Standard (AS) 6 Depreciation Accounting
F INVENTORIES Basis of Valuation Raw Material At Cost Stores amp Spare Parts At Weighted Average Cost Work in Process and Finished Goods At Cost or Market Value whichever is lower Cost for this
purpose is determined with reference to cost of materials labour and appropriate overheads
Waste Stock At estimated realizable value except waste of Silk Division used for recycling which is valued at Cost as per past practice
G INVESTMENTS Long Term Investments are stated at cost less provision and write off in cost wherever the management
considers the fall in value to be of permanent in nature H BORROWING COSTS Borrowing costs that are attributable to the acquisition and construction of a qualifying asset are capitalized
as part of cost of that asset Other borrowing costs are recognised as expense in the period in which they are incurred
I EMPLOYMENT BENEFITS i) Short Term Employees Benefits The undiscounted amount of short-term employee benefits expected to be paid in exchange for the
services rendered by employees is recognized during the period when the employee rendered the service This benefit includes salary wages short-term compensatory absences and bonus
NOTES TO THE FINANCIAL STATEMENTS
Annual Report 2015 51
UNIWORTH
UNIWORTHLIMITED
ii) Long Term Employees Benefits a) Defined contribution Short Term Employees Benefits to ESIC (employees State Insurance
Corporation) and Provident Fund Schemes This contribution is recognized during the period in which employee renders service
b) Defined Benefit Scheme For defined benefit scheme the cost of providing benefit is determined using the projected unit credit method with actuarial valuation being carried out at each balance sheet date The retirement benefit obligation recognized in the balance sheet represents the value of defined benefit obligation as reduced by fair value of planned assets Actuarial gain and losses are recognized obligation in full during the period in which they occur
c) Leave encashment is determined on accrual basis J RECOGNITION OF INCOME AND EXPENDITURE Items of Income and Expenditure are recognised on accrual basis K SALES Sales are inclusive of Job Processing charges and exclude Inter Unit transfer claims etc L FOREIGN EXCHANGE TRANSACTIONS a) Assets and Liabilities relating to Foreign Currency outstanding at the year-end are translated at the
year-end rates b) Purchases and Sales are accounted for at average rates of exchange prevailing in the month
immediately preceding the month of transactions and the difference on account of foreign exchange fluctuation on the date of actual paymentrealization are treated as foreign exchange gainloss
M SEGMENT REPORTING The accounting policies adopted for Segment Reporting are in line with the accounting policies of the
company Revenue and Expenses have been identified to Segments on the basis of their relationship to the
operating activities of the segment Revenue and Expenses that relate to the enterprise as a whole and are not allocable to segment on a reasonable basis have been included under ldquoOthersrdquo
N TAXATION Current Tax is determined on the basis of the amount of tax payable under the Income Tax Act 1961
if any Deferred Tax LiabilitiesAssets subject to consideration of prudence are recognized and carried forward only when there is reasonable certainty that sufficient taxable Income will be available against which such Deferred Tax Liabilities Assets can be adjusted
O PROVISIONS AND CONTINGENT LIABILITIES The company recognizes a provision when there is a present obligation as a result of a past event that
probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may but probably will not require an outflow of resources Where there is possible obligation or a present obligation and the likelihood of outflow of resources is remote no provision or disclosure for contingent liability is made Contingent liabilities are generally not provided for in the accounts and are disclosed separately in Notes on Accounts
P EARNING PER SHARE Basic earning per share is calculated by dividing the net profit or loss for the period attributable to
equity shareholders by weighted average number of equity shares outstanding during the period The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for the events such as bonus share other than conversion of potential equity shares that have changed the number of equity shares outstanding without a corresponding change in resources For the purpose of calculating diluted earning per share the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares
NOTES TO THE FINANCIAL STATEMENTS
Uniworth Limited52
UNIWORTH
UNIWORTHLIMITED
NOTES TO THE FINANCIAL STATEMENTS2 Share Capital
Particulars 2014-15 2013-14a) Authorised
40000000 Equity Shares of ` 10- each (Previous Year 40000000 Equity Shares of ` 10- each)
400000 400000
900000013 Non Convertible Cumulative Redeemable Preference Shares of ` 100- each (Previous Year 9000000 Preference Shares of ` 100- Each)
900000 900000
Total 1300000 1300000 b) IssuedSubscribed amp Paid Up
33986243 Equity Shares of ` 10- each (Previous Year 33986243 Equity Shares of ` 10-each)
339862 339862
Preference Shares of ` 100- each (Previous Year 600000 13 Non Convertible Cumulative Redeemable Preference Shares of ` 100- each)
60000 60000
Total 399862 399862
c) Reconciliation of the number of Equity Shares Outstanding
Particulars 2014-15 2013-14Nos Nos Nos Nos
Number of Shares outstanding at the beginning of the year
33986243 33986243
Number of Shares outstanding at the end of the year
33986243 33986243
d) Reconciliation of the number of Preferance Shares Outstanding
Particulars 2014-15 2013-14Nos Nos Nos Nos
Number of Shares outstanding at the beginning of the year
600000 600000
Number of Shares outstanding at the end of the year
600000 600000
e) Shares in the Company held by each Shareholders holding more than
Name of Shareholders Number ofShares held
of Shareheld
Number ofShares held
of Shareheld
Nos Nos Nos NosAviante International Limited 6924975 2038 6924975 2038
f) Rights Preferances and Restrictions attached to Shares Issued
Each Equity Shareholder holding shares of ` 10- each is eligible for one vote per share held and is entitled to dividend when proposed by the Board of Directors subject to the approval of the sharesholders in the Annual General Meeting Each Equity Shares holders is entitled to participate in repayament of Capital on liqudation after all secured creditors have been paid
(` in 000rsquos)
Annual Report 2015 53
UNIWORTH
UNIWORTHLIMITED
Note 13 Non Convertible Cumulative Redeemable Preference Shares have already matured for redemption
completely by 12th December 2002 as per terms of redemtion However no part of this Share Capital amount could be redeemed by the aforesaid date The Company has received during the year 2010-11 a letter from IDBI The holders demanding forthwith the payament of the entire amount due on redemption togathet with the dividends due thereon
However the matter is pending restructuring of loans due to banks and financial institutions
3 Reserve amp Surplus
Particulars As at 31st March 2014
Addition Deduction As at 31st March 2015
a) Capital Reserve-Cpital Subsidy 6030 - - 6030
b) Securities Premium Account 406046 - - 406046
c) Debenture Redemption Reserve 87000 - - 87000
d) SurplusLoss (9585820) (464505) - (10050325)
(9086744) (464505) - (9551249)
4 Long Term Borrowings
Particulars 2014-15 2013-14a) Bonds Debentures
Secured4050990 125 Non Convertible Part-C Debentures of Rs50- each (Previous Year 4050990 Non Convertible Part-C Debentures of ` 50- each)
190060 190062
Less Unpaid Matured Debentures 190060 - 190062 -Terms of repayment Non - Convertible Part - C of the Debentures of ` 50 each Redeemable at par as per the terms of the issue in three equal instalments on 2341999 2342000 amp 2342001Security The debentures together with interest etc are secured by first mortgage and charge on all the companyrsquos immovable and movable assets both present and future and charge on current assets subject to prior charge createdto be created thereon in favour of the Companyrsquos Bankers for securing borrowings for Working Capital Requirements in the ordinary course of business The mortgage and charge referred to above shall rank pari passu with the mortgages and charges created to be created in favour of the Financial Institutions
(` in 000rsquos)
(` in 000rsquos)
Uniworth Limited54
UNIWORTH
UNIWORTHLIMITED
Particulars 2014-15 2013-14b) Term Loan
From Banks Financial InstitutionsSecured Rupee Loan 1893181 1893181
Foreign Currency Loan 1094029 1053602
2987210 2946783
Less Overdue portion of Rupee amp Foreign Currency Loan (Refer Note 9 (d)]
2987210 - 2946783 -
Terms of RepaymentAs per original agreement all the Term Loans have Become due for repaymentHowever the companyrsquos negotiation with term lenderrsquos for the re-schedulingrestructuring is in process
Nature of SecurityThe Term Loan from Financial InstitutionsBanks are secured to be secured by a first mortgage and charge on all the Companyrsquos immovable and moveable assets of the Company both present and future and charge on current assets subject to prior charge created andor to be created thereon to secure borrowings for Working Capital Requirements in the ordinary course of bussiness The mortgage and charge referred to above shall rank pari passu interse
Total - -
Notes 1) The company being a sick industrial undertaking could not redeem debentures amp interest thereof as per
the terms of issue which will be dealt properly in the restructuring scheme Accordingly no transfer has been made to the Account of Investor amp Protection fund
2) Following the declaration of the Company as a Sick Industrial undertaking by the Board for Industrial and Financial Reconstruction (BIFR) vides its Order dated 30012006 in terms of Section 3 (1) (A) of the Sick Industrial Companies (Special Provisions) Act 1985 and also athe appointment of Industrial Development Bank of India as the Operating Agency for preparation of a viability study report to revive the Company Appeals against the said order were preferred by some of the secured lenders as well as the Company before the AppellateAuthority for Industrial amp Financial Reconstruction (AAIFR) The said appeals were taken up and adjudicated and vide its order dated 05122007 AAIFR has remanded the case back to BIFR with a direction to reconsider the earlier references of the company on the basis of its earlier Balance Sheets also During the year 2010-11 in one of the appeals pending before AAIFR and in pursuance of ARCILrsquos application AAIFR has opined that in veiw of the actions taken by ARCIL under Section 13 (4) of SARFAESI Act the reference filed by the Company stood abated in one of the appeals pending before AAIFR under the proviso to Section 15(1) of SICA
Following the reference application filed by the company having stood abated under the proviso to Section 15(1) of SICA ARCIL has asked Indoworth to handover to them the possession of assets of the company covered by the security
(` in 000rsquos)
Annual Report 2015 55
UNIWORTH
UNIWORTHLIMITED
However matter is subjudice in a suit before the Kolkata High Court and necesssary adjustments would be made in the financial statements if required consequent to the final outcome of the proceedings Pending the above the financial statements have been drawn up on Going Concern basis as the Management is of the view that the going concern assumption is not vitiated for the reason as stated above
3) Under the provisions of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) ARCIL has taken over possession of the secured assets of the Companyrsquos plants during the Financial Year 2008-09 and has appointed Indoworth India Ltd as the Custodian of such assets
The Companyrsquos business continued since the aforesaid take over as usual However the matter is subjudice in a suit before the Calcutta High Court and necessary adjustments in the financial statements if required would be made upon final adjudication of the proceedings However these Accounts have been prepared on a Going Concern basis as the Management is of the view that the Going Concern assumption is not vitiated for the reason as stated above
4) The outstanding balance of Term Loans from Financial Institutions and some of the banks are subject to receipt of confirmation statements which couldnot be avialable due to restructuring in progress
5 Other Long Term Liabilities
Particulars 2014-15 2013-14MP Houshing Board 23331 23331
Electricity Duty 18569 18569
Water Charge 756 42656 756 42656
Selling Commission and Claim amp Discount 183317 170586
Security Deposit 850 850
Others 852 871
Total 227675 214963
6 Long Term Provisions
i) Provision for Employees BenefitsGratuity 37826 30090
Leave Encashment 8954 46780 7497 37587
ii) OthersProvision for Commission on Export Bills 325093 325093
Provision for Sales Claim on Export Bills 547135 872228 547135 872228
Total 919008 909815
Notes The final settlement in respect of sales claims amp commissions provided during the year 2002-03 for ` 872228 lacs is still pending amp the necessary adjustment for such claim amp commissions will be made after finalisation on receipt of necessary approval from the concerned regulatory authorities
(` in 000rsquos)
Uniworth Limited56
UNIWORTH
UNIWORTHLIMITED
NOTES TO THE FINANCIAL STATEMENTS7 Short Term Borrowings
Particulars 2014-15 2013-14a) Loan Repayble on Demand
i) From BanksSecured Packing Credit 659787 659787
Foreign Bill Discount 1311299 1971086 1311299 1971086
Unsecured Book Overdraft From Banks 917455 917455
Nature Security The Working Capital from banks are secured to be secured by first charge by way of hypothecation on the Companyrsquos stocks of Raw Materials Consumables stores Semi-finished and Finished Goods and book debts present and future and Second and sub-servient mortgage and charge created to be created on the companyrsquos immovable and movable assets present and future subject to first mortgage and charge created to be created thereon in favour of lenders of Term Loans amp Debentures
b) Deposit UnSecured - 135
Others
Total 2888541 2888676
Note The outstanding balance of borrowings from the banks for Working Capital Loans and Overdraft are subject to receipt confirmationstatements which could not be available due to restructuring being in progress
8 Trade Payable
Particulars 2014-15 2013-14Import
3295172
3022729
Local 72729 91520
Total 3367901 3114249
(` in 000rsquos)
Annual Report 2015 57
UNIWORTH
UNIWORTHLIMITED
Particulars 2014-15 2013-14Note 1) Amount dues to suppliers which are subject to
cnfirmation of the parties2) There are certain cases pending in appropriate
court regarding goods supplied by various creditors which are being disputed by the company Advance given to them will be adjusted once the cases are disposed off and settled
3) The Company has amounts due to suppliers under the MicroSmall and Medium Enterprises Development Act 2006 (MSMED Act) as at 31st Marchrsquo 2015 as under
The Principal amount and Interest due theeon remaining unpaid to any supplier as at the end of the year
138057 11343
The amount of Interest paid in terms of Section 16 along with the amount of the payment made to the supplier beyond the appointed day during the year
- -
The amount of interest due and payble for the period of delay payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under this Act
- -
The amount of Interest accrued and remaining unpaid at the end of the year
- -
The amount of Interest remaining due and payable even in the succeeding yearsuntil such date when the interest dues as above are actualy paid to the small enterprise
- -
The information has been given in respect of the vendors to the extent they could be identified as ldquoMicro and Smallrdquo enterprise on the basis of information available with the Unit of the Company
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Uniworth Limited58
UNIWORTH
UNIWORTHLIMITED
9 Other Current Liabilities
Particulars 2014-15 2013-14a) Current Maturities of Finance Lease Obligations
Lease Rent 551 138
b) Interest Accrued and Due on Borrowings Interest on Debenture 19695 19695
Interest on Term Loan 1203259 1139767
Interest on Working Capital Loan 5374179 4986011
Interest on ARCIL 609386 7206519 524930 6670403
c) Unpaid Debentures and Interest Accrued thereonOver due unpaid matued Debenture - Refer Note 4(a) 190060 190062
d) Other PayablesOver Due portion of long Term Debentures - Refer Note 4(b)
2987210 2946783
Contribution to PF and Other Funds 1683 1633
Salary Wages amp Bonus 8309 7643
Tax Deducted at Sources 1109 856
Taxes amp duties 11676 15055
Leagal amp Professional Expenses -
Audit Fees 266 266
Power amp Fuel 10430 8216
Rent 732 3205
Selling Commission 7272 14485
Claim amp Discount -
Excise Duty 864 852
Liability for Capital Goods 122954 131829
Miscellaneous Liabilities 17267 23620
Advance credit Balance - 994
Advance From Customer 11651 12270
Total 10578553 10028310
10 Short Term Provisions
Particulars 2014-15 2013-14Others 3729 2397
Total 3729 2397
Note Based on the past experience the company has provided ` 3729 lacs (previous year ` 2397 lacs) during the year as sales claim which the management thinks adquate to meet future claims
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Annual Report 2015 59
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS11 Fixed Assets
i) Tangible Assets
PARTICULARS GROSS BLOCK DEPRICIATION NET BLOCK
Cost as at1042014
Addition during the
year
Deductionadjustment during the
year
Cost as at31032015
Upto1042014
For theYear
Deductionadjustment during the
year
Upto31032015
As At31032015
As At31032014
Free Hold Land 9742 - - 9742 - - - 9742 9742
Lease Hold Land 2425 - - 2425 490 16 - 506 1919 1935
Building 257083 - - 257083 138784 8499 - 147283 109800 118299
Plant amp Machinery 1897145 43 - 1897188 1616282 32931 - 1649213 247975 280863
Electrical Installation 47248 12 - 47260 42515 444 - 42959 4301 4733
Vehicle 3673 - - 3673 3133 253 - 3386 287 540
Furniture amp Fixtures amp off Equip
23287 843 308 23822 18442 584 67 18959 4863 4845
Total 2240603 898 308 2241193 1819646 42727 - 1862306 378887 420957
Previous Year 2239559 1049 5 2240603 1776822 42824 - 1819646 420957 -
Capital Work In Progress
7774 - 2306 5468 - - - - 5468 7774
12 Non-Current Investments
Particulars 2014-15 2013-14a) Investments in Equity instruments
Bodies Corporate Quoted Fully Paid Upi) Joiprakash Associates Ltd
625 (Previos Year 625 Equity Sharers of ` 10- each) Equity Shares of ` 10- each
17 17
ii) Uniworth International Ltd527600 (Previous Year 527600 Equity Shares of ` 10- each) Equity Shares of ` 10- each
792 792
iii) Uniworth Textiles Ltd5687500 (Previous Year 5687500 Equity Shares of ` 10- each) Equity Shares of ` 10- each
17632 18440 17632 18440
Un-Quoted Fully Paid Upi) KDL Pharma Ltd
1500000 (Previous Year 1500000 Equity Shares of 10- each) Equity Shares of 10- each (Full amount Re1-)
ii) Uniworth Power Ltd900 (Previous Year 900 Equity Shares of ` 10- each) Equity Shares of ` 10- each
iii) Uniworth Apparal Ltd2075000 (Previous Year 2075000 Equity Shares of ` 10- each) Equity Shares of ` 10- each
2075 2075 2075 2075
Uniworth Limited60
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Particulars 2014-15 2013-14b) Investments in Debentures or Bonds
Indoworth India Ltd3000000 (Previous Year 3000000 Secured Zero Coupon Debenture of ` 100- each) Secured Zero Coupon Debentures of ` 100- each
300000 300000
c) Investments in Mutual FundsQuoted Fully Paid UpUnit Trust of India 5000 units of Master Equity Plan of ` 10- each(Previous Year 5000 units of ` 10 each)
50 50
320565 320565 Less Provission for diminution in value of Investments 20499 20499 Total 300067 300067 Aggregate value of Quoted Investment 18490 18490 Market value of Quoted Investment 17902 17821 Aggregate value of Un-Quoted Investment 302075 302075 Aggregate Provission for diminution in value of Investments
20499 20499
13 Long Term Loans and Advances
Particulars 2014-15 2013-14a) Security Deposits
Secured Considered Goods 114 114 With Govt Department 24002 21828 UnsecuredConsidered Goods 34501 58617 32032 53974
b) Other Loans and Advances Secured Considered GoodsTaxes amp duties paid under Protest 10786 9524 UnsecuredConsidered Goods 10193 20979 10114 19638 Total 79596 73612
14 Inventories
Particulars 2014-15 2013-14a) Raw Materials 50430 63007 b) Work in Progress 157654 143425 c) Finished Goods 117157 149351 d) Stores amp Spares 21729 29720 e) Waste Stock 16293 12675
Total 363263 398178
Note 1 Mode of valuation - Refer Accounting Policy Note-1(f)2 Finished Goods i) Value of ` 18438 Lacs lying with thrid party ii) Value of ` 11551 Lacs under seizer of the Excise Department for a storage of Stock with a third party
without obtaining permission of the Excise Department
Annual Report 2015 61
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS15 Trade Receivables
Particulars 2014-15 2013-14Sundry Debtors UnsecuredConsidered Goods Outstanding for a period exceeding six month 6406061 5885516 Other Debts 37011 6443072 157208 6042724 Doubtful Outstanding for a period exceeding six month 1644 1644 Less Provision for doubtful debts 1644 - 1644 - Total 6443072 6042724
Note 1) Trade Recievable includes ` 204121 Lacs due from a Company which has become sick and registered with
BIFR under the Sick Industrial Companies (Special Provisions) Act 1985 Quantum of amount considered doubtful is not ascertainable at this Stage Accordingly no provision has been made in the account in this regards
2) In respect of Sundry Debtors (including Domestic sales Debtors) adjustments are pending against supplies and other liabilities etc due to the buyers Managent is confident of recovering the balance after such adjustments pending approval from concerned regulatory authority
3) Certain Debtors are subject to Confirmation4) Trade Recievable includes i) ` 369789 Lacs representing overdue Export Bills outstanding for long against which the acompany has
obtained a decree for realizing the outstanding debts over a period of time ranging up to twenty years The company has also filed an appeal for reductionvariation of the period of time
ii) ` 2709712 lacs representing overdue Export Bills outstanding for long that will be set off against import liabilities claims and commission etc of the respective parties
iii) ` 99230 lacs representing overdue Export Bills outstanding for long against which the management has taken appropriate steps for its recovery
iv) ` 13162 Lacs represanting other trade recievables outstanding for long against which the management has taken appropriate steps for recovery According no provision gas been considered necessary at this stage
16 Cash and Cash Equivalent
Particulars 2014-15 2013-14a) Balances with Banks
In Current Account 20129 10096 Margin Money 4499 4499 Fixed Deposit with Bank 446 25074 3059 17654
b) Cash on hand 278 292 Total 25352 17946
Note 1) Balances with the Bank in Current Account include Debit balances in Current Account of ` 7914 Lacs which
are subject to receipt of confirmation because of restructuring being in progress2) Fixed Deposit lodged with Bank as margin for Guarantee ` 407 Lacs and with Sales Tax Authorities ` 039
Uniworth Limited62
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTSLacs
3) During the year one of the banker of the company Axis Bank Ltd under instructions from ARCIL has made debit freeze (freezing all withdrawals ) of all current account of the company maintained with them the balance of which as per books amounted to ` 6523 lacs as on 31st March 2015As per Confirmation Certificates obtained from the Bank total balance of all such Current Accounts works out to ` 426 lacs as on 31st March 2015 in absence of any details of the withdrawalsother transactions made from such Accounts necessary entries could not be made in the books of the company
4) During the year the company opened certain new Current Accounts with Banks (other than the bankers of the Company)
17 Short Term Loans and Advances
Particulars 2014-15 2013-14a) Loans and Advances to Related Parties
Unsecured Considered GoodUniworth Textiles Limited 126226 132487 Doubtful Uniworth Apparel Ltd 129316 129316 Less Provission for Doubtful Advance 129316 - 129316 -
b) Others Secured Considered Good UnsecuredConsidered Good Loans to Bodies Corporates 21680 21680 Interest Receivable 10417 10417 Advance to Suppliers 20707 16632 Vat Receivable Cenvat Rebate Recievable 9184 8635 TDS Receivable 3482 3045 Focus Market Recievable 1917 Excise Duty Advance ( PLA ) 14 Service Tax amp Ed Cess Receivable 634 2422 DEPB Receivable 6 6 Duty Draw Back Receivable 720 2085 CST Refund Claim Receivable - 477 ADVANCE FBT REFUNDABLE 67 67 Claims Receievable from Banks 68936 68936 Prepaid Expenses 1042 1169 Miscellaneous Advances 378446 517252 347375 482946 Doubtful Loans to Bodies Corporates 69065 69065 Less Provision for Doubtful Advance 69065 - 69065 - Total 643478 615433
Note
Annual Report 2015 63
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS1) Claim receivable of ` 68936 lacs due from various banks on account of excess interest charged by them in
earlier years are subject to confirmation No provision has been made there against2) Short Term Loans and Advances includes ` 132709 Lacs which have become sick and referred to BIFR under
the Sick Industrial Companies (Special Provisions) Act 1985 Quantum of amount considered doubtful is not ascertainable at this Stage Accordingly no provision has been made in the account in this regards
3) Advance includes ` 314473 Lacs due from a party which in opinion of the Management is considered t be fully recoverable
4) Advance includes ` 010 Lacs due from a director (Max Amount at any time during the year ` 108 Lacs)5) Certain Advances are subject to Confirmation
18 Other Current Assets
Particulars 2014-15 2013-14Transfer of Fixed Assets 594837 594837 Total 594837 594837
Note The adjustment of ` 594837 lacs pertaining to transfer of Fixed Assets of the company in earlier years under scheme of demerger is still pending and will be dealt in restructuring Scheme19 Contingent Liabilities and Commitments (To the extent not provided for)
i) Contingent Liabilities a) Claim against the company not acknowledged as
debt b) Guarantees 767629 767742 c) Other money for which the company is contingently
liable - Letter of Credit 9882 9882 - Arrear Dividend on 13 Non Convertible Cumulative Redeemable Preference Shares (Refer Note 2 (b)) 38224 38224 - Entry Tax 8858 8858 - Central Commercial Sale Tax Demands 20463 20463 - Excise Demands 104329 127129 - Interest on Lease rent 473 - TDS Demand Default 923 - Custom Demands 46922 25200 - Professional TaxLabour CasesWater Cess etc 985 981 - Electricity Duty 11545 242604 115450 346187 Total 1010233 1113929
Note 1) Claims Disputed liabilities not acknowledged as debtthe amount of which is not ascertained2) Gaurantees include Corporate Guarantees ` 7000 lacs ( Previous Year ` 7000 lacs) given by the Company
to financial Institutions and Banks for granting Term Loans and Working Capital Loans to certain Body Corporates
Uniworth Limited64
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS20 Other Income
2014-15 2013-14a) Interest Income (TDS ` 48052- PY ` 852437-) 2699 2299 b) Other Non - operating Income (Net) 31196 233014
Total 33895 235313
21 Cost of Materials Consumed
a) Raw Materials 652552 724694 Total 652552 724694
22 Change in Inventories
a) Closing StockFinished Goods 117157 149352 Work in Progress 157654 143425 Waste 16293 291104 12674 305451
b) Opening StockFinished Goods 149352 117114 Work in Progress 143425 167480 Waste 12674 305451 12558 297152 Total 14347 (8299)
23 Finance Cost
a) Interest Expense 536119 536116 Total 536119 536116
Notes 1 Interest provision on borrowing from some of the institutions and banks has been made in the accounts at
prevailingestimated rates on simple interest basis applicable on such loans The impact of compound interest Penal charges wherever applicable could not be ascertained Besides there is dispute between the Company and BankersCreditors over the issue of charging interest and payment to the BankersCreditors of interest and principal amountThe BankersCreditors have approached appropiate court of law for recovery of its due which is being defended by the Company
2 Pending restructuring interest provision on certain loansborrowings has not been made and impact of the same is not presently ascertainable
24 Other Expenses
Particulars 2014-15 2013-14Stores amp Spare parts Consumption 132265 105108 Rent 2281 1873 Rates amp Taxes 9476 4298 Insurance 1570 1074 Power amp Fuel 132683 107966 Repairs amp Maintanance 5228 5997 Bank Charges 388 484
Annual Report 2015 65
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Particulars 2014-15 2013-14Travelling amp Conveyance 8472 7678 Directors Fees 34 40 Payment to Auditors 310 316 Brokarage amp Commission 31788 21295 Legal and Professional Expense 11176 10551 Postage and Telegram 3528 2066 Stock Echange Listing Fees 171 - Sundry Balnces woff 152 - Freight amp Forwarding 8961 5847 Previous Year Adjustment 27401 2680 Net Loss on Foreign Currency Exchange - 94977 Miscellaneous Expenses 48422 34250 Total 424306 406500
25 Additional Information
1 (a) Employees Benefits Expense Salaries and Wages 121483 120642 Contribution to Providend Fund and Other Fund 18697 8540 Staff walfare Expense 10960 10601 Total 151140 139783
Note Salary and Wages includes payment to a whole time director remuneration (b) Depriciation and Amortizartion Expense
Tangible Assets 42727 42824 Intangible Assets - Total 42727 42824
(c) Payments to Auditors Audit Fees 225 225 Taxation Matter 30 30 Other Services 30 37 Reimbursement Of Expenses 25 24 Total 310 316
(d) Exceptional and Extra Ordinary Items i) Extra Ordinary Item Impairment of Capital Work in Progress 1639 1639 Total 1639 1639
(e) Prior Period Items Previous Year Adjustment 27401 2680 Total 27401 2680
Uniworth Limited66
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Particulars 2014-15 2013-14 Qty Value (`
In lacs) Qty Value (`
In lacs) 2 a) Raw Material consumption (Under Broad Head)
i) Scoured Wool Wool Top 395824 3288 394649 2810 ii) Polyester Tow Tops 352452 545 244445 340 iii) Silk Tops 237671 2605 236291 3993 iv) Others 118274 87 141371 104 Total 1104221 6526 1016756 7247
b) Goods Purchased under broad head 9521 333 241 3 Total 9521 333 241 3
3 Work In Progress under broad headWool Tops 93757 919 75885 577 Polyester Tops 32668 109 45001 113 Waste 6805 34 120 1 Acrylic tops - - 493 1 Others 24688 515 32767 742 Total 157918 1577 154266 1434
4 a) Value of imports calculated on CIF basis by the company during the financial year in respect of -I Raw Materials 1159 130998 II Componants and Spare Parts 16916 20704 III Capital Goods - 18075 - 151702
b) Expenditure in Foreign Currency during the financial yearI Travelling - 334 II Commission to Selling Agent 39926 9129 III Others - 516
c) Total value of Imported and Indigenous materials consumedI Raw Material
Imported 1487 144509 Indigenous 651065 652552 580185 724694 Total 652552 724694
II Spare Parts and ComponantsImported 9319 19606 Indigenous 122946 132265 85502 105108 Total 132265 105108
d) The amount remited during the year in foreign currency on account of dividends to Non- Resident Shareholders
Annual Report 2015 67
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
e) Earnings in Foreign ExchangeI Export of Goods calculated on FOB Basis 125682 77602 II Royalty Know-how Professional and
Consultation FeesIII Interest and DividendIV Other Income
Note Including deemed export ` 110538 lacs (Previous year ` 149115 lacs)26 Managing Whole Time Executive Directorsrsquo Remuneration
(` In Lacs) (` In Lacs) Salary 600 1056 Allowances 209 629 Perquisites 065 078 Total 874 1763
27 Related Party disclosure as required by AS ndash 18 ldquoRelated Party Disclosurerdquo are given below a) Relationship Associates Uniworth Textile Ltd Uniworth Power Ltd Uniworth Apparel Ltd Aviante International Ltd Key Management Personnel Mr S N Shenwai b) Transactions with Related parties (` in Lacs)
Associates2014-15 2013-14
Purchase of Goods Sales of Goods 111555 100613 Services Rendered Enjoyed 14237 3278 Payment made to the Key Management Pesonnel of an Associate - 834 Loans amp Advances -Given during the yr 15961 13839 -Received during yr 21362 17310 -Balance 310315 (including receivables) 425051 132488 Guarantee Given 700000 700000
c) Transactions with Key Managemnt Personnel
Loans amp Advances Given During the year - 430 Received during the year 098 - Balance as on 31032015 010 430
d) Balance of ` 425051 lacs with Uniworth Textiles Limited (Related Party) as at 31st March 2015 is under reconciliation
Uniworth Limited68
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS28 Based on the guiding principles given in Accounting Standards on ldquoSegment Reportingrdquo (AS-17) the Companyrsquos
primary business segment is Wool and Silk business
Segment wise Revenue Results and Capital Employed under Clause 41 of the Listing Agreement for the year ended 31st March 2015
(` In Lacs) (` In Lacs)
2014-15 2013-14 A Primary Segment
a) Segment Revenue (Net SalesIncome) i) Segment ndash Wool 766964 595091 ii) Segment ndash Silk 590799 560884 iii) Others
1357763 1155975 Less Inter-Segment Revenue ndash ndash Net SalesIncome from Operations 1357763 1155975
b) Segment Results Profit (+)Loss ( - ) ( Before Tax and Interest from each Segment)
Segment ndash Wool 6514 36524 Segment ndash Silk 66739 48950 Others
73253 85474 Less Interest (Net) 536119 536117 Add Other Un-allocable income net of un-allocable expenditure
(1639) (1639)
Total Profit(Loss) before Tax (464505) (452282)
c) Net Segment Assets (Segment Assets less Segment Liabilities) Segment Assets Segment Liabilities
2014-15 2013-14 2014-15 2013-14 i) Segment ndash Wool 77801 74360 80802 77361 ii) Segment ndash Silk 7538 7387 7538 7387 iii) Others iv) Unallocable assets amp liabilities 3001 3001 ndash ndash
Total 88340 84748 88340 84748
Net Segment Assets 2014-15 2013-14
(3001) (3001) ndash ndash ndash ndash
3001 3001 ndash ndash
(` in 000rsquos)
Annual Report 2015 69
UNIWORTH
UNIWORTHLIMITED
d) Capital Expenditure (including Capital work in progress amp Depreciation) Capital Expenditure Depreciation
2014-15 2013-14 2014-15 2013-14 Segment ndash Wool 9 10 390 390 Segment ndash Silk ndash 1 37 38 Others Total 9 11 427 428
B) Secondary Segment Segment ndash Wool Segment ndash Silk
Geographical Distribution of Segment Revenues
2014-15 2013-14 2014-15 2013-14
India 6243 5190 5908 5609 Outside India 1427 761 - - Total 7670 5951 5908 5609
29 Employee benefits (Revised Accounting Standard 15)
a) Defined Contribution Plan
The company makes contribution towards Provident Fund and ESIC to a defined contribution retirement benefit plan for qualifying employees
The Provident Fund plan is operated partly by RegionalProvident Fund Commissioners and partly by an independent Trust ESIC by Government agencies Under the said schemes the company is required to contribute a specific percentage of pay roll costs in respect of eligible employees to the retirement benefit scheme to fund the benefits
During the year the company has recognised ` 6405 lacs for Provident fund contribution Rs 1898 lacs for ESIC The Contribution payable to these plans by the Company is at the rates specified in the rules of the scheme
b) Defined Benefit Plans
i) The plan provides for a lump sum payment to vested employees upon retirement death while in employment or on termination of employment of an amount equivalent to 15 days basic salary payable for each completed year of service Vesting occurs upon completion of five years of continuous service
ii) The employees of the company are eligible for encashment of leave upon retirement up to 30 days for each year (Maximum 120 days) Leave is accounted for on accrual basis
NOTES TO THE FINANCIAL STATEMENTS (` in 000rsquos)
Uniworth Limited70
UNIWORTH
UNIWORTHLIMITED
(` in Lacs)
Gratuity(Infunded)
31-03-15 31-03-14A Expenses recognised in the Statement of Profit amp Loss Account for
the year ended 31032015 i) Current Service Cost 1492 852 ii) Interest Cost 2407 1949 iii) Expected return on planned Assets - - iv) Actuarial (gain)loss 4798 5358 v) Past Service Cost vi) Effect of any curtailment settlement vii) Unrecognised defined benefit Plan viii) Expenses recognised in the Profit amp Loss Ac 8697 8159
B Net (Asset) Liabilities recognised in the Balance sheet as at 31st March 2015 i) Present Benefit of defined benefit Obligation 37826 30089 ii) Fair Value of planned Asset iii) Net (Asset) Liabilities recognised in the Balance sheet 37826 30089
C Changes in the Present value of defined benefit obligation during the year ended 31st March 2015 i) Present Value of defined benefit obligation as at 1st April 2014 30089 22931 ii) Current Service Cost 1492 852 iii) Interest Cost 2407 1949 iv) Actuarial (gain)loss 4798 5358 v) Benefit Paid (960) (1001)
Present value obligation as at 31st March 2015 37826 30089 D Principal Actuarial Assumption Used
Discount rates as at 31st March 2015 800 850Expected Return on Planned Asset NA NA Expected Salary Increase rate 600 600Mortality Rate LIC
(2006-08) (Mortality
Table)
LIC (1994-95) (Mortality
Table)
E Reconciliation of Net Assets Liability recognized in the Balance Sheet as on 31st March 2015 Net Assets (Liability) recognized in the Balance Sheet as at 31st March 2014
30089 22919
Employerrsquos Expenses 8697 8171 Employerrsquos contributions (960) (1001)Net Assets Liability) recognized in Balance Sheet as on 310315 37826 30089 Note Above information have been compiled on the basis of certificate issued by the Actuaries
Annual Report 2015 71
UNIWORTH
UNIWORTHLIMITED
30 With the introduction of the companies Act 2013 with effect from 1st Arpil 2014 adoption of Schedule - II of the said Act regarding calculation of depreciation based on estimated Useful Life of each tangible asset has become mandatory from that date However as the companyrsquos Fixed Assets Register has not yet been fully updated with regard to estimated useful life of each asset calculation of depreciation as per schedule -II could not be made by Company during the year This tantamount to non- compliance of mandatory requirements of the Companies Act 2013 read with Accounting Standard (AS) 6 Depreciation Accounting Effect of such non-compliance on the Financial Statements of the Company is not presently ascertainable
31 The Company has not recognized Deferred Tax Assets (Net) as per Accounting Standard ndash 22 regarding ldquoAccounting for Taxationrdquo estimation of future in view of consistent losses and of uncertainty regarding Profit with reasonable certainty
32 Certain Banks and Financial Institutions have taken legal recourse for recovery of their dues from the companyLoans and Advances includes Rs 150 lacs deposited with the Banks in the name of advocates on record for both parties as per order of Honrsquoble Kolkata High Court in case of litigation with the Bank
33 Due to non-completion of certain technical formalities certain borrowing facilitieswhich were to be transferred to a body corporate pursuant to the original scheme of restructuring could not be made
34 The company has applied from time to time to The Reserve Bank of India for extension set off of certain over- due bills approval of which is still awaited
35 In preparation of these Accounts cognizance has not been taken by the Company of a Debit Note sent by a body corporate in an earlier year indicating the unilateral transfer back by the said body corporate of all the assets which were transferred to them on 01042000 together with all existing and underlying securitiescharges as part of the restructuring scheme formulated by ICICI in view of the various judicial proceedings pending at this juncture However the Company has been legally advised to deal with the above transfer back only after final disposal of the process of adjudication by the Court
36 Export obligation for the assets acquiredtaken on lease without payment of applicable duties lies with the Company under the provisions of the Exim Policy (Amount unascertained)
37 Discounts commission amp other selling expenses include commission Rs 23591 lacs (Pr year Rs 13381 Lacs)
38 Claims had been filed against the Compamy by a body corporate amounting to Rs 21625 Lacs for non fulfillment of certain clauses of an agreement relating to transfer of Nagpur Unit to them in respect this we are unable to express our opinion on liablities that may arise eventualy on finalistion of suit
39 Earning Per Shares (Rs in 000rsquos)
2014-15 2013-14a) Net Profit(Loss) after tax available for equity shareholders (464505) (452282)b) Weighted average number of Basic Equity Shares of Rs10- each
outstanding during the year (Noof shares) 33986243 33986243
c) Weighted average number of Diluted Equity Shares of Rs10- each outstanding during the year (Noof shares)
33986243 33986243
d) Basic Earning Per Shares (Rs) ab (1367) (1331)e) Diluted Earning Per Shares (Rs) ac (1367) (1331)
Uniworth Limited72
UNIWORTH
UNIWORTHLIMITED
40 The previous yearrsquos figures have been reworked regrouped rearranged and reclassified wherever necessary and practicable Amounts and other disclosures for the preceding year are included as an integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Annual Report 2015 73
UNIWORTH
UNIWORTHLIMITED
If undelivered please return to UNIWORTH LIMITEDlsquoGreen Acresrsquo2 Nazar Ali Lane Flat - 4AKolkata - 700 019
UNIWORTH LIMITED CIN L17299WB1988PLC044984
Registered Office Green Acres 2 Nazar Ali Lane Flat-4AKolkata ndash 700 019 Telephone (033) 4006 1301 Email uniworthlimitedgmailcom
ELECTRONIC VOTING PARTICULARS
EVEN (Electronic Voting Event Number) User ID Password
Note Please read the instructions printed in the Notes of the Notice of AGM before exercising the vote
ATTENDANCE SLIP IWe hereby record myour presence at the 27th Annual General Meeting of the Company held on Tuesday September 29 2015 at 1030 AM at Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046
Folio NoDP ID amp Client ID Share Holding Serial No Name Name(s) of Joint Holder(s) if any
Address
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip Proxyrsquos Name in Block Letters MemberrsquosProxyrsquos Signature Note Please bring the Attendance Slip duly signed to the meeting and hand it over at the Entrance of the Meeting Hall UNIWORTH LIMITED PROXY FORM MGT-11
CIN L17299WB1988PLC044984 Registered Office Green Acres 2 Nazar Ali Lane Flat-4AKolkata ndash 700 019 Telephone (033) 4006 1301 Email uniworthlimitedgmailcom
[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies (Management and Administration) Rules 2014]
Name of the Member(s) Registered Address E-mail ID Folio NoDP ID amp Client ID IWe being the Member(s) of Uniworth Limited holdinghelliphelliphelliphelliphelliphelliphelliphelliphelliphellipEquity Shares of the above named Company hereby appoint
1) Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipAddresshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipE-mail ID helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip or failing himher
2) Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipAddresshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipE-mail ID helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip or failing himher
3) Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipAddresshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipE-mail ID helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip or failing himher
as myour Proxy to attend and vote (on a poll) for meus and on myour behalf at the 23rd Annual General Meeting of the Company to be held on Tuesday September 29 2015 at 1030 AM at Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046 at any adjournment thereof in respect of following resolutions
S No Resolutions
Ordinary Business
1 Adoption of Audited Financial Statements of the Company for Financial Year ended 31st March 2015 Reports of the Board of Directors and Auditors thereon
2 Re-appointment of Mr S N Shenwai (DIN 01716415) who retires by rotation
3 Appointment of Auditors and to fix their remuneration
Special Business
4 Appointment of Mr Tara Chand Jain (DIN 07144151) as an Additional Director
5 Appointment of Mr K Jhunjhunwala (DIN 00035091) as an Independent Director
6 Appointment of Mrs Silpi Chakraborty ( DIN 06923695) as an Independent Director
Signed this helliphelliphelliphellipday of helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip2015 Signature of Shareholder(s)helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature of Proxyholder(s)helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip
Notes 1 This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the AGM
2 For the Resolutions Explanatory Statement and Notes please refer to the Notice of Annual General Meeting of the Company 3 A proxy need not be a member of the Company
Affix Revenue Stamp
i
FORMB
Format of covering letter of the Annual Audit Report to be filed with the Stock Exchange
1 I Name of the Company Uniworth Limited
2 I Annual Financial Statements for the Year 31st March 2015 ended
3 I Type of Audit Qualification 1 Footnote (i) to Note No 23 regarding interest bull provision on borrowings from some of the institutions and banks which has been made in
the financial statements under simple interest method at the prevailing estimated rates applicable on such loans in absence of relevant documentsconfirmations as a result of which impact of compound interestpenal charges wherever applicable having not been ascertained as well as the note therein regarding the matter of dispute between the Company and the BankersCreditors in connection with charging of interest payment and payment of principal
2 Footnote No (ii) to Note No 23 regarding nonshyprovision of Interest on certain loans and the impact of the non-provision is not presently ascertainable
3 Footnote No 4 (i) (ii) and (iii) of Note No 15 regarding overdue Export Bills amounting to Rs 3178731 lacs outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
4 Footnote 1 of 17 regarding Claims Receivable amounting to Rs 68936 lacsdue from various banks outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
5 Footnote 3 of Note No 17 regarding advance of Rs 314473 lacs due from certain parties which in our opinion are considered doubtful of recovery against which adequate provision has not been made
6 Footnote 3 of Note No 16 relating to nonshyaccounting of withdrawals other transactions from certain Bank accounts during the year due
to rpasons stated on the said Note 16 (3) 7 Note No 30 regarding nun-compliance or
Accounting Standard (AS) 6 Depreciation Accounting due to non-adoption of Schedule - II of the Companies Act 2013 and also nonshycompliance of mandatory Accounting Policy for Depreciation required to be followed by the Company due to reasons stated in the said Note
8 In absence of any workings for impairment of assets as per Accounting Standard (AS) 28 Impairment of Assets the impact of such impairment is not ascertainable
9 Non-provision I non-compliance of Items indicated in (1) to (8) above constitute a departure from the Accounting Standards referred to in Section 133 of the Act Without considering Item Nos (1) (2) (6) (7) and (8) above whose impact on the Companys Statement of Profit and Loss is presently nonshyascertainable had the provisions indicatprI in Item Nos (3) to (5) been made (i) the Loss for the year would have increased by Rs 3562140 lacs
(ii) Trade Receivables would have decreased by Rs 3178731 lacs
(iii) Shott Term Loans and Advances would decreased by Rs 383409 lacs
(iv) The Shareholders Fund would have been lower by Rs 3562140 lacs
In our opinion and to the best of our information and according to the explanations given to us except for the like effects of the matters described in the Basis for Qualified Opinion paragraph above the aforesaid Financial Statements give the information required by the Act in the manner so required and give a true and
fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2015 and its loss and its cash flows for the year ended on that date
We draw your attention to the following matters in the Notes to the Financial Statements
1 Following Notes to the Financial Statements describe the uncertainty related to the outcome of the lawsuits lother legal matters and matters under settlements indicated therein
~~-~ or ~r gt
~~I(J~ IOfl1)
I (a)Footnote (2) to Note No4 regarding legal issues
following securitization of Secured Loans as stated in the said Note
(b)Footnote (2) of Note No 15 regarding pending adjustments of Sundry Debtors against supplies and other liabilities etc due to the buyers In absence of final settlement with the parties and non-receipt of necessary approval from concerned regulatory authority extent of the amount of adjustments so required could not be ascertained
(c) Footnote to Note No 6 regarding estimated amount of Rs 872228 lacs provided during the year 2002-03 as sales claims and commissions relating to earlier years from overseas customers of the Company which is pending for final settlement Necessary adjustments for such claims and commissions will be made after final settlement and obtaining necessary approval frommiddot the concerned regulatory authority
(d)Footnote 1 of Note No 15 and Footnote 2 of Note No 17 regarding Debtors and Advances amounting to Rs 145362 lacs and Rs 138719 lacs respectively relating to Companies which have become Sick and referred to BIFR under the Sick Industrial Companies (Special Provisions) Act 1985 As the rehabilitation scheme of these companies are pending finalisation the amount of provision if any which may be required remain unascertainable
(eNote No 32 regarding legal recourse taken by certain banks and financial institutions for recovery of their dues and the matter is sub-judice as stated in the said Note
(f) Note No 33 regarding non-compliance of certain technical formalities due to which transfer of certain borrowing facilities to a body corporate could not be made
(g)Note No 34 regarding applications made by the Company with the Reserve Bank of India from time to time for extension I setting off of certain overdue bills
(h)Note No 35 regarding Debit Note sent by a body corporate in an earlier year for unilateral transfer back of all assets not taken into cognizance by the Company in preparing these Financial Statements as stated in the said Note
~o(r_~-~ _( l~ I ))() C
Jflt ~
(i) Note No 38 regarding claims filed by a body mrporate for Rs 21625 lacs for non-fulfilment of clauses of the agrppment relating to transfer of Ilagpur Unit to them outcome of which would eventually arise on finallsation of suit
(j) tvlatters disclosed in Note No 19 relating to Entry Tax CentralCommercial Sales Tax Demands Customs Demands Professional TaxLabour casesWater Cess Electricity Duty etc disclosed under Contingent Liabilities which are contested by the Company and pending before various forums authorities for final decisions
2 Note No 4 (Footnote 4) Note No 7 (Footnote) and Note No 16 (Footnote 1) to the financial statements regarding non-receipt of confirmations in respect of borrowings from banksFinancial Institutions and also debit balances in certain current accounts with banks due to restructuring being in progress book balances thereof have been relied upon
3 Note No 27 (d) regarding balance with a related party under reconciliation
4 Footnote 2 amp 3 of Note No 4 to the financial statements regarding preparation of these financial statements on Going Concern basis for the reasons stated therein as also the fact that the Company has accumulated losses and its net worth has been fully eroded Further the Company has incurred net loss during the current and previous years and the Companys current liabilities exceeded its current assets as at the Balance Sheet date These conditions along with other matters set forth in Notes to Financial Statements indicate the existence of a material uncertainty that may cast significant doubt about the Companys ability to continue as a going concern
Our opinion is not modified in respect of these matters
Frequency of Qualification I Yearly Draw attention to relevant notes in the IThe Company has adequate system of internal Annual Financial statements and
4
controls to ensure that all assets are safeguarded and I
protected against loss and that all transactions are in the Directors Report management response to the qualification
authorized recorded and reported correctly TIle systems are designed to support the reliability of the financial and other records for preparing financial statements and other data The Statutory Auditors also discuss their comments and findings with the management as well as with the audit committee
The Company has also regularly placed before the Board Internal Audit Reports FinanCial Results with Provisional Balance Sheets Performance Review Report of various Units together with Executive Summary Current Workings and all Current matters of commercial importance and various other information as generally required under the various Stock Exchange listing Agreements
The Audit Committee reviews the efficacy of the Audit Committee chair I Additional comments from the Board
internal control mechanism and monitors the risk management policies adopted by the Company The Committee also reviews the report furnished by the internal and Statutory Auditors and ensures that suitable follow up actions are taken Besides the Committee also examines accounting taxation and disclosure aspects of all significant transactions
5 I To be signed by-CEO Managing Director FOfun~ExecutiveWhole-time Director
SIs~i Executive Director
For Uniworth Ltd
~ CFO A K Ladia
For S S Kothari amp Co Chartered Ac~ntants (ReJlistratittJo 302034E)
For Uniworth Limited
Audit Committee Chairman ~
A
- Uniworth Limited AR 2015pdf
- Attendance Slip _UL_pdf
-
Annual Report 2015 9
UNIWORTH
UNIWORTHLIMITED
CORPORATE SOCIAL RESPONSIBILITIES
The provisions of Section 135 of the Act in connection with Corporate Social Responsibility are not applicable to the Company since the Company falls below the threshold limits
BOARD EVALUATION
The board of directors has carried out an annual evaluation of its own performance Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (ldquoSEBIrdquo) under Clause 49 of the Listing Agreements (ldquoClause 49rdquo)
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure effectiveness of board processes information and functioning etc
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees effectiveness of committee meetings etc
The Board and the Nomination and Remuneration Committee (ldquoNRCrdquo) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in meetings etc In addition the Chairman was also evaluated on the key aspects of his role
In a separate meeting of independent Directors performance of non-independent directors performance of the board as a whole and elected Chairman of the each meeting was evaluated taking into account the views of executive directors and non-executive directors The same was discussed in the board meeting that followed the meeting of the independent Directors at which the performance of the Board its committees and individual directors was also discussed
CORPORATE GOVERNANCE
As a Listed Company necessary measures are taken to comply with Clause 49 and all other applicable provisions of Listing Agreements with the Stock Exchanges and other Company Law requirements A report on Corporate Governance along with a certificate from the Auditors is annexed hereto and forms part of this Report
NUMBER OF BOARD MEETINGS
During the Financial Year 2014-15 the Board of Directors of the company met six times details of the meetings has been given in the Corporate Governance Report which forms part of this report
AUDIT COMMITTEE
The Details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms part of this report
NOMINATION amp REMUNERATION COMMITTEE
The Details pertaining to composition of Nomination amp Remuneration Committee are included in the Corporate Governance Report which forms part of this report
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Details pertaining to composition of Stakeholders Relationship Committee are included in the Corporate Governance Report which forms part of this report
AUDITORSrsquo REPORT
The observations of the Auditorsrsquo Report have been dealt with in the Notes to Financial Statement and being self-explanatory do not call for any further clarifications
AUDITORS
Ms S S Kothari amp Co Chartered Accountants Auditors of the Company are retiring at the ensuing Annual General Meeting and are eligible for re-appointment
Uniworth Limited10
UNIWORTH
UNIWORTHLIMITED
COST AUDITOR
Your Company had appointed Ms Sanat Joshi amp Associates Cost Accountants as Cost Auditors with the approval of the Central Government for audit of cost records maintained by the Company for the financial year 2015-2016 SECRETARIAL AUDITOR In terms of Section 204 of the Companies Act 2013 the Board of Directors at their meeting held on 29th May 2015 have appointed Ms K K Sanganeria amp Associates Practicing Company Secretaries as Secretarial Auditor for conducting Secretarial Audit of the Company for the Financial Year 2015-16 Report of the Secretarial Auditor for the financial year ended 31032015 is given as an Annexure II which forms part of this reportBOARDS VIEW During the year under Review the Company continued to be under BIFR as a Sick Industrial Undertaking The matter is subjudice before the Court of Law As regards appointment of full time Company Secretary the company is on the lookout for suitable candidates and the compliance of the requirement shall be met shortly The Company has disputed the repayment of due The loss and damages caused to the borrower by the lender is much more than the amount lent Hence figures of the borrowed amount shown in the balance sheet after due adjustments with the said loss and damages may result in entitlement to recover substantial amount from the lender Under these facts and circumstances the figures of borrowed amount in this balance sheet cannot be considered as admission if any of the claim of lender(s)EXTRACT OF ANNUAL RETURN As provided under Section 92 (3) of the Companies Act 2013 the extract of Annual Return is given in Annexure III in the prescribed form MGT-9 which forms part of this reportPOLICY ON PREVENTION OF SEXUAL HARASSMENTThe company is committed to provide a safe and conducive work environment to its employee and has formulated ldquoPolicy for Prevention of Sexual Harassmentrdquo During the financial year ended 31st March 2015 the Company has not received any complaints pertaining to Sexual HarassmentINDUSTRIAL RELATIONS Industrial Relations continued to remain cordial throughout the year Your Directors wish to place on record their appreciation for dedicated and sincere services rendered by the executives staff and workmen at all levelsACKNOWLEDGEMENT Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government Financial Institutions Banks Shareholders and others during the year under review
On Behalf of the Board
Place Kolkata S N Shenwai T C Jain Date 29th May 2015 Executive Director Director
ANNEXURE - I TO THE DIRECTORS REPORT Particulars of Energy Conservation Technology Absorption and Foreign Exchange Earnings amp Outgo required under the Companies (Accounts) Rules 2014
A ENERGY CONSERVATION
As the cost per unit of Electricity Furnace Oil amp Coal is regularly increasing it is our consistent endeavor to bring saving in energy consumption Periodic energy audits are conducted to improve energy performance and in line of that we have taken following steps to ensure conservation of the energy
1) Changing of energy efficient LED Lights in place of Fluorescent Lights
2) Installation of Inverters in Ring Frame Machinery which ensures energy saving
3) Modification of compressor pipe line for energy conservation
Annual Report 2015 11
UNIWORTH
UNIWORTHLIMITED
B TECHNOLOGY ABSORPTION
TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION 1 Efforts in brief made towards technology
absorption adaptation and innovation The Company always keep close contact with
IWS CSIR and other Internationals Indian Research Institutes like Inter Wool Lab Silk Board etc Various technical experts give their view and suggestion for improving technology Technical Staff of the Company are sent abroad for training in new technology
2 Benefit derived as a result of the above efforts eg products improvement cost reduction product development import substitution etc
Benefits derived are -
Better capacity utilization in machine with improved quality
Improvement in productivity per spindle and reduction in cost
By optimizing relative temperature and relative humidity the company has saved considerable amount By using the latest technology based energy efficient fuses chokes tube light ballasts and power cables etc the Company has achieved a significant savings on electricity consumption
3 In case of imported technology (Imported during last 5 years reckoned from the beginning of the financial year) following information may be furnisheda) Technology imported Not Applicableb) Year of Import Not Applicablec) Status of Implementation Not Applicable
RESEARCH amp DEVELOPMENT (R amp D) 1 Specified areas in which R amp D
Carried out by the Company Continuous improvement in Quality Standards
to match the International Markets
Due to in house Research and Development Activities following products were developed and launched during the year
i) Wool Wool blended with Polyester yarn
ii) Siro and Siro lycra yarn in Wool and Polywool
iii) PolyesterViscose amp polyster Acrylic yarn
iv) Blending of Silk with Wool Nylon and Viscose
Continuous technological and market innovation to match the changed requirements of the markets
Incorporated dyeing automation for better receipe management amp consistency in shades
Uniworth Limited12
UNIWORTH
UNIWORTHLIMITED
Research amp Development lab and pilot plant in Dyeing Department started developing all kinds of shades
2 Benefit derived as a result of the above R amp D Implemented ISO-9001-2008 ndash new quality management system duly certified by BIS during the year
3 Future plan of action Strengthening the research on quality improvement
To achieve total quality management cost reduction
4 Expenditure on R amp Da) Capital NILb) Recurring Expenses incurred are charged to respective
heads and are not allocated separately
FOREIGN EXCHANGE EARNINGS AND OUTGO (` in Lacs)
2014-2015 2013-2014a) Foreign Exchange Earnings 125682 77602b) Foreign Exchange Outgo
i) CIF Value of ImportsRaw Material 1159 130998Capital Goods ndash ndashComponents amp Spare Parts 16916 20704
ii) Others 32234 9516
Annual Report 2015 13
UNIWORTH
UNIWORTHLIMITED
ANNEXURE - II
SECRETARIAL AUDIT REPORT
FORM NO MR-3
FOR THE FINANCIAL YEAR ENDED MARCH 31 2015[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No 9 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014]
ToThe MembersUniworth Limited
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Uniworth Limited (hereinafter called the Company) Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereon Based on my verification of Uniworth Limitedrsquos books papers minute books forms and returns filed and other records maintained by the Company and also the information provided by the Company its officers agents and authorized representatives during the conduct of secretarial audit I hereby report that in my opinion the Company has during the audit period covering the financial year ended March 31 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent in the manner and subject to the reporting made hereinafter
I have examined the books papers minute books forms and returns filed and other records maintained by the Company for the financial year ended on March 31 2015 according to the provisions of
(1) The Companies Act 2013 (the Act) and the rules made there under
(2) The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules made thereunder
(3) The Depositories Act 1996 and the Regulations and bye-laws framed thereunder
(4) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and External Commercial Borrowings
(5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (lsquoSEBI Actrsquo)-
a The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2013
b The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 1992
c The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(6) Employees Provident Fund and Miscellaneous Provisions Act 1952
(7) Employees State Insurance Act 1948
(8) Environment Protection Act 1986 and other environmental laws
(9) Factories Act 1948
(10) Hazardous Wastes (Management and Handling) Rules 1989 and Amendment Rule 2003
(11) Indian Contract Act 1872
(12) Income Tax Act 1961 and Indirect Tax Laws
(13) Indian Stamp Act 1999
Uniworth Limited14
UNIWORTH
UNIWORTHLIMITED
(14) Industrial Dispute Act 1947
(15) Maternity Benefits Act 1961
(16) Minimum Wages Act 1948
(17) Payment of Bonus Act 1965
(18) Payment of Gratuity Act 1972
(19) Payment of Wages Act 1936 and other applicable labour laws
I have also examined compliance with the applicable clauses of the following
(i) Secretarial Standards issued by The Institute of Company Secretaries of India
(ii) The Listing Agreements entered into by the Company with BSE Limited and the Calcutta Stock Exchange Limited
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above
I report that Company has no full time Company Secretary as required by the Companies Act 2013
I further report that during the year under Review the Company continued to be under BIFR as a Sick Industrial Undertaking The matter is subjudice before the Court of Law
I further report that Redemption of Debentures is under default
I further report that this report also refer the Statutory Auditors Report dated 29th May 2015 specially the basis for their qualified opinion as mentioned therein
I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non Executive Directors and Independent Directors
The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act
Adequate notice is given to all Directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting
Majority decision is carried through while the dissenting membersrsquo views are captured and recorded as part of the minutes
I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws rules regulations and guidelines
I further report that during the audit period there were no instances of
(i) Public Rights Preferential issue of shares debentures sweat equity
(ii) Redemption buy-back of securities
(iii) Major decisions taken by the Members in pursuance to Section 180 of the Companies Act 2013
(iv) Merger amalgamation reconstruction etc
(v) Foreign technical collaborations
This Report is to be read with our letter which is annexed as Annexure A and Forms an Integral part of this report
Kamal Kumar Sanganeria K K Sanganeria amp AssociatesPlace Kolkata FCS No 2643Date 27052015 CP No 3880
Annual Report 2015 15
UNIWORTH
UNIWORTHLIMITED
ANNEXURE - II SECRETARIAL AUDIT REPORT (Contd)
lsquoAnnexure Arsquo(To the Secretarial Audit Report of Ms Uniworth Limited for the financial year ended 31032015)
ToThe MembersUniworth LimitedGreen Acres 2 Nazar Ali LaneFlat- 4A Kolkata ndash 700 019
Our Secretarial Audit Report for the financial year ended 31032015 of even date is to be read along with this letter
1 Maintenance of secretarial record is the responsibility of the management of the Company Our responsibility is to express an opinion on these secretarial records based on our audit
2 We have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records The verification was done on test basis to ensure that correct facts are reflected in secretarial records We believe that the processes and practices we followed provide a reasonable basis for our opinion
3 We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company
4 Where ever required we have obtained the Management representation about the compliance of laws rules and regulation and happening of events etc
5 The compliance of the provisions of Corporate and other applicable laws rules regulations standards is the responsibility of management Our examination was limited to the verification of procedure on test basis
6 The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company
Kamal Kumar Sanganeria K K Sanganeria amp AssociatesPlace Kolkata FCS No 2643Date 27052015 CP No 3880
Uniworth Limited16
UNIWORTH
UNIWORTHLIMITED
ANNEXURE III
FORM NO MGT ndash 9EXTRACT OF ANNUAL RETURN
as on the financial year ended 31032015
[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014]
I REGISTRATION AND OTHER DETAILS
CIN L17299WB1988PLC044984
Registration Date 11th August 1988
Name of the Company Uniworth Limited
Category SubndashCategory of the Company Company having Share Capital
Address of the Registered office and contact details Green Acres 2 Nazar Ali Lane Flat ndash4 A Kolkata ndash 700 019
Whether listed company Yes
Name Address and Contact details of Registrar and Transfer Agent if any
C B Management Services (P) Ltd Pndash22 Bondel Road Kolkatandash 700 019 Tel No (033) 4011ndash6700671167186723
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the company shall be stated
Name and Description of main products services
NIC Code of the Productservice
to total turnover of the company
Worsted Yarn 13113 56
Silk Yarn 13112 44
III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
Sl No
Name and address of the Company
CINGLN Holding SubsidiaryAssociate
of share held
Applicable Section
None
Annual Report 2015 17
UNIWORTH
UNIWORTHLIMITED
IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Categoryndashwise Share Holding
Category of Shareholders
No of Shares heldat the beginning of the year
No of Shares held at the end of the year
Change during
the yearDemat Physical Total of Total
Shares
Demat Physical Total of Total
Shares
A Promoters(1) Indian(a) Individual HUF 3743343 595518 4338861 1277 3743343 595518 4338861 1277 ndash(b) Central Govt or State Govt
ndash ndash ndash ndash ndash ndash ndash ndash ndash
(c) Bodies Corporate 365854 1401825 1767679 520 365854 1401825 1767679 520 ndash(d) BankFI ndash ndash ndash ndash ndash ndash ndash ndash ndash(e) Any other ndash ndash ndash ndash ndash ndash ndash ndash ndashSUB TOTAL (A)(1) 4109197 1997343 6106540 1797 4109197 1997343 6106540 1797 ndash(2) Foreigna) Individuals (Non- Residents Individuals Foreign Individuals)
ndash ndash ndash ndash ndash ndash ndash ndash ndash
b) Bodies Corp ndash 6924975 6924975 2038 ndash 6924975 6924975 2038 ndashc) Institutions ndash ndash ndash ndash ndash ndash ndash ndash ndashd) Qualified Foreign Investor
ndash ndash ndash ndash ndash ndash ndash ndash ndash
e) Any Others (Specify) ndash ndash ndash ndash ndash ndash ndash ndash ndashSubndashtotal (A)(2) ndash 6924975 6924975 2038 ndash 6924975 6924975 2038 ndashTotal shareholding of Promoter (A) = (A)(1)+(A)(2)
4109197 8922318 13031515 3834 4109197 8922318 13031515 3834 ndash
B Public Shareholding1 Institutionsa) Mutual Funds 4393 18837 23230 007 4393 18837 23230 007 ndashb) Banks FI 5910 22122 28032 008 5910 22122 28032 008 ndashc) Central Govt State Govt(s)
- 750000 750000 221 - 750000 750000 221 ndash
d) Venture Capital Funds - - - - - - - - ndashe) Insurance Companies 52003 150 52153 015 52003 150 52153 015 ndashf) Foreign Institutional Investors
- 4300 4300 001 - 4300 4300 001 ndash
g) Foreign Venture Capital Funds
- - - - - - - - ndash
h) Others (specify) - - - - - - - - ndash
Subndashtotal (B)(1) 62306 795409 857715 252 62306 795409 857715 252 ndash
Uniworth Limited18
UNIWORTH
UNIWORTHLIMITED
Category of Shareholders
No of Shares heldat the beginning of the year
No of Shares held at the end of the year
Change during
the yearDemat Physical Total of Total
Shares
Demat Physical Total of Total
Shares
2 NonndashInstitutionsa) Bodies Corp 613433 183426 796859 234 636728 179326 816054 240 006
b) Individuals
i) Individual shareholders holding nominal share capital upto ` 1 lakh
5599497 12145144 17744641 5221 5492191 12106631 17598822 5178 (043)
ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh
1249696 198195 1447891 426 1375936 198195 1574131 463 037
c) Any Others (specify)
i) NRI-Rep 18337 73775 92112 027 16987 73775 90762 027 000
ii) NRI-Non Rep 8676 ndash 8676 003 10642 ndash 10642 003 000
d) Trust 193 ndash 193 000 193 ndash 193 000
e) Clearing Member 6641 ndash 6641 002 6409 ndash 6409 002 000
Subndashtotal (B)(2) 7496473 12600540 20097013 5913 7539086 12557927 20097013 5913 ndashTotal Public Shareholding (B)=(B)(1) + (B)(2)
7558779 13395949 20954728 6166 7601392 13353336 20954728 6166 ndash
C Shares held by Custodian for GDRs amp ADRs
ndash ndash ndash ndash ndash ndash ndash ndash ndash
Grand Total (A+B+C) 11667976 22318267 33986243 10000 11710589 22275654 33986243 10000 ndash
Annual Report 2015 19
UNIWORTH
UNIWORTHLIMITED
(ii) Shareholding of Promoters
Shareholderrsquos Name Shareholding at the beginning of the year
Share holding at the end of the year
change in share holding
during the year
No of Shares
of total Shares of the
Company
of Shares Pledged encum-bered
No of shares
of total Shares of the
Company
of Shares Pledgedencum-bered
RBProperties Private Limited 365854 108 ndash 365854 108 ndash ndash
Uniworth Securities Limited 1400 000 ndash 1400 000 ndash ndash
Uniworth Textiles Limited 1260250 371 ndash 1260250 371 ndash ndash
Uniworth Services Private Limited
140175 041 ndash 140175 041 ndash ndash
Aviante International Limited 6924975 2038 ndash 6924975 2038 ndash ndash
Aman Lohia 1151025 339 ndash 1151025 339 ndash ndash
Meena Lohia 1374250 404 ndash 1374250 404 ndash ndash
Megha Lohia 1218068 358 ndash 1218068 358 ndash ndash
Meena Lohia 595518 175 ndash 595518 175 ndash ndash
Total 13031515 3834 ndash 13031515 3834 ndash ndash
(iii) Change in Promoters Shareholding (Please specify if there is no change)
Shareholderrsquos Name Shareholding at the beginning of the
year
Date wise increase (decrease) in shareholding during the year
Cumulative Shareholding at the end of the year
No of Shares
of total Shares of the
Company
Date No of Shares
Nature No of shares
of total Shares of the
CompanyRBProperties Private Limited
365854 108 NIL NIL NIL 365854 108
Uniworth Securities Limited
1400 000 NIL NIL NIL 1400 000
Uniworth Textiles Limited 1260250 371 NIL NIL NIL 1260250 371Uniworth Services Private Limited
140175 041 NIL NIL NIL 140175 041
Aviante International Limited
6924975 2038 NIL NIL NIL 6924975 2038
Aman Lohia 1151025 339 NIL NIL NIL 1151025 339
Meena Lohia 1374250 404 NIL NIL NIL 1374250 404
Megha Lohia 1218068 358 NIL NIL NIL 1218068 358
Meena Lohia 595518 175 NIL NIL NIL 595518 175
Uniworth Limited20
UNIWORTH
UNIWORTHLIMITED
(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters and Holders of GDRs and ADRs)
Shareholderrsquos Name Shareholding at the beginning of the
year
Date wise increase (decrease) in shareholding during the year
Cumulative Shareholding at the end of the year
No of Shares
of total Shares of the
Company
Date No of Shares
Nature No of shares
of total Shares of the
CompanyMadhya Pradesh State Industrial Development Corporation Limited
750000 221 Nil Nil Nil 750000 221
Saurav Gupta201163 059 25042014 5408 TransferBuy 206571 061
18092014 2100 TransferBuy 208671 061Sanjeev Sureka 63952 019 Nil Nil Nil 63952 019
Asha Sanjay Tibdewal 57555 017
18042014 1375 TransferBuy 58930 017
10102014 1 TransferBuy 58931 017
24102014 (1023) TransferSell 57908 017
31102014 (10) TransferSell 57898 017
United India Insurance Company Limited
52003 015 Nil Nil Nil 52003 015
Lata Bhanshali 49210 014 Nil Nil Nil 49210 014
Sanjay Nandlal Tibdewal 49145 014 30092014 25043 TransferBuy 74188 022
24102014 (1500) TransferSell 72688 021
31102014 (500) TransferSell 72188 021
Alom Extrusions Limited 48100 014 Nil Nil Nil 48100 014
Niket Jhunjhunwala 45540 013 Nil Nil Nil 45540 013
Riyajuddin Khan 40032 012
25042014 (13) TransferSell 40019 012
02052014 (30017) TransferSell 10002 003
16052014 (9992) TransferSell 10 000
30052014 (10) TransferSell 0 000
Annual Report 2015 21
UNIWORTH
UNIWORTHLIMITED
(v) Shareholding of Directors and Key Managerial Personnel
Shareholderrsquos Name Shareholding at the beginning of the year
Date wise increase (decrease) in shareholding during the year
Cumulative Shareholding at the end of the year
No of Shares
of total Shares of the
Company
Date No of Shares
Nature No of shares
of total Shares of the
CompanySilpi Chakraborty 700 000 NIL NIL NIL 700 000
Sanjeev Saxena 600 000 NIL NIL NIL 600 000
V INDEBTEDNESS Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Loans excluding deposits
Unsecured Loans
Deposits Total Indebtedness
Indebtedness at the beginning of the financial yeari) Principal Amount 4936931 917455 1355 5855741ii) Interest due but not paid 6670403 -- -- 6670403iii) Interest accrued but not due -- -- -- --Total (i+ii+iii) 11607334 917455 1355 12526144Change in Indebtedness during the financial yearbull Addition 576543 -- -- 576543bull Reduction (2) -- (20) (22)Net Change 576541 -- (20) 576521Net Change Indebtedness at the end of the financial yeari) Principal Amount 4977356 917455 1335 5896146ii) Interest due but not paid 7206519 -- -- 7206519iii) Interest accrued but not due -- -- -- --Total (i+ii+iii) 12183875 917455 1335 13102665
Uniworth Limited22
UNIWORTH
UNIWORTHLIMITED
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A Remuneration to Managing Director Wholendashtime Directors andor Manager
Sl No Particulars of Remuneration Name of the Whole-time Directors
Total Amount (In Lacs)
S C Kalra S N Shenwai1 Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act 1961
098 809 907
(b) Value of perquisites us 17(2) Income Tax Act 1961 303 064 367
(c ) Profit in lieu of salary under Section 17(3) Income Tax Act 1961
- - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -
- As of profit - - -
- Others specify - - -
5 Others please specify - - -
Total (A) 401 873 1274
Ceiling as per the Act 4200
B Remuneration to other Directors
Sl No Particulars of Remuneration Name of the Directors Total Amount
(Rs)S C
MajumderK
JhunjhunwalaSilpi
ChakrabortyT C Jain Sanjeev
Saxena1 Independent Directors
bull Fee for attending board committee meetings
- 16000 14000 - - 30000
bull Commission - - - - - -
bull Others please specify - - - - - -
Total (1) - 16000 14000 - - 30000
2 Other Non-Executive Directorsbull Fee for attending board committee
meetings 4000 - - - - 4000
bull Commission - - - - - -
bull Others please specify - - - - - -
Total (2) 4000 - - - - 4000
Total (B)=(1+2) 4000 16000 14000 - - 34000
Total Managerial Remuneration 1308000
Overall Ceiling as per the Act All Non-ExecutiveIndependent Directors have been paid only sitting fees for attending Board meeting and
Committee meetingswhich is well within the limits prescribed under the Companies Act 2013
Annual Report 2015 23
UNIWORTH
UNIWORTHLIMITED
C Remuneration to Key Managerial Personnel other than MDManagerWT
Sl No
Particulars of Remuneration Name of the KMP Total Amount
(In Lacs)A K Ladia (CFO) Company Secretary
1 Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act 1961
330 ndash 330
(b) Value of perquisites us 17(2) Income Tax Act 1961
018 ndash 018
(c ) Profit in lieu of salary under Section 17(3) Income Tax Act 1961
ndash ndash ndash
2 Stock Option ndash ndash ndash
3 Sweat Equity ndash ndash ndash
4 Commission ndash ndash ndash
- As of profit ndash ndash ndash
- Others specify ndash ndash ndash
5 Others please specify ndash ndash ndash
Total 348 ndash 348
VII PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES
Type Section of the
Companies Act
Brief Description
Details of Penalty Punishment
Compounding fees imposed
Authority [RD NCLT
COURT]
Appeal made if any (give Details)
A COMPANYPenalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
B DIRECTORSPenalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
C OTHER OFFICERS IN DEFAULTPenalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
Uniworth Limited24
UNIWORTH
UNIWORTHLIMITED
INDUSTRY STRUCTURE amp DEVELOPMENT
Indian Textiles Industry is one of the leading textile industries in the world Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources The fast growing retail apparel industry in the organized sector with multiple and strong Brands in every sphere of fabric and clothing have further increased the importance and demand for textiles products and quality yarns in particular
OPPORTUNITIES AND THREATS
After global economic revival picks up the pace the demand for quality products is expected to bounce back in the coming years News of Chinarsquos internal demand of yarns surpassing its own production capacities is also quite encouraging and is an enormous growth potential by itself for producers in India and other countries as well However the rising cost of raw materials is a matter of concern together with the growing competition from other developing countries
SEGMENT WISE PERFORMANCE
The Companyrsquos business activities fall within a single primary segment of Textile Yarns viz WoolWorstedSilkSilk SpunNoil Yarns etc
FINANCIAL PERFORMANCE
Turnover of the Company during the year was Rs1391658 Lacs as against Rs1391288 Lacs in the previous year The Turnover remained almost at same level of previous year Profit before Interest Depreciation and Taxes was Rs114341 Lacs as against Rs126658 in the previous year
OPERATIONS MANAGEMENT DISCUSSION AND ANALYSIS
During the year under review total revenue remained almost at same level to Rs 13917 crores as against Rs 13913 crores in the previous year There was a cash profit to the tune of Rs 1434 crores as against Rs 1320 crores before interest and Depreciation in the previous year Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources
BUSINESS OUTLOOK
Demand for textile products have been on the fall for the higher end products like wool rich products due to global recession and have been the reason for not so encouraging top line Coupled with this sporadic fiscal instability in certain global markets was a cause of concern Although the demand for the same has started showing some improving trends and hence the company is optimistic and continuing its vigorous efforts in domestic as well as in foreign market
RISK amp CONCERNS
The primary risk for the Company is with the volatile Export markets and the uncertainty prevailing in the Global Economy Having to compete with low cost producers from countries like China and Korea is always a concern There are no significant current borrowings and thus the company seems isolated from financial risks and concerns especially in the face of increasing interest rates and cost of Capital
INTERNAL CONTROL SYSTEM
The Company has adequate system of internal controls to ensure that all assets are safeguarded and protected against loss and that all transactions are authorized recorded and reported correctly The systems are designed to support the reliability of the financial and other records for preparing financial statements and other data The Statutory Auditors also discuss their comments and findings with the management as well as with the audit committee
MANAGEMENT DISCUSSION amp ANALYSIS REPORT
Annual Report 2015 25
UNIWORTH
UNIWORTHLIMITED
The Company has also regularly placed before the Board Internal Audit Reports Financial Results with Provisional Balance Sheets Performance Review Report of various Units together with Executive Summary Current Workings and all Current matters of commercial importance and various other information as generally required under the various Stock Exchange Listing Agreements
HUMAN RESOURCES
The Company continues to recognize the importance of good human relations in the smooth working of the organization Up gradation of the skills of the employees is pursued by the Company through regular on-the-job training sessions
CAUTIONARY STATEMENT
The facts and views mentioned in this report on Management Discussion and Analysis describing the Companyrsquos views about the industry or otherwise and the forecasts made are entirely based on opinion formed by the Management of the Company and actual position or results may differ from those implied therein Important factors that could make a difference include economic developments within India and outside and also the economic performance of other countries with which the Company conducts business as well as availability of raw materials and prices and other incidental factors
For and on behalf of the Board of Directors
Place Kolkata S N Shenwai T C JainDate 29052015 Executive Director Director
Uniworth Limited26
UNIWORTH
UNIWORTHLIMITED
1 Companyrsquos Philosophy on Code of Corporate Governance
The Company believes that Corporate Governance is the combination of voluntary practices and compliance with the laws and regulations of the Companies leading to effective control and management of the Company Good Corporate Governance leads to long term shareholders value and enhances the interest of other stakeholders including the employees and all others connected with the Organization
The Company confirm the practice of good Corporate Governance codes by the company in true spirit and are pleased to present below the Report on Corporate Governance
2 Board of Directors
i As on March 31 2015 the Company has five directors Out of the five Directors four (ie 8000) are non-executive directors including two Independent Directors and one Nominee Director The composition of the board is in conformity with Clause 49 of the Listing Agreements entered into with the stock exchanges
ii None of the directors on the board hold directorships in more than ten public companies Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a director Necessary disclosures regarding committee positions in other public companies as on March 31 2015 have been made by the directors None of the directors are related to each other
iii Independent directors are Non-Executive Directors as defined under Clause 49(ll)(B)(1) of the Listing Agreements entered into with the Stock Exchanges The maximum tenure of the independent directors is in compliance with the Companies Act 2013 (ldquoActrdquo) All the Independent Directors have confirmed that they meet the criteria as mentioned under clause 49 of the Listing Agreement and Section 149 of the Act
iv The names and categories of the Directors on the Board their attendance at Board meetings held during the year and the number of directorships and committee chairmanships memberships held by them in other public companies as on March 31 2015 are given herein below Other directorships do not include directorships of private limited companies Section 8 companies and of companies incorporated outside India Chairmanships memberships of board committees shall include only audit committee and stakeholdersrsquo relationship committee
Name of Directors Category Number of Board Meetings during the year 2014-15
Whether attended last AGM held on
Sept 26 2014
Number of directorships
in other Public Companies
Number of Committee
positions held in other public
companies
Held Attended Chairman Member Chairman Member
Mr K Jhunjhunwala Independent Non-Executive
6 5 Yes ndash 9 ndash 3
Mr A G Bhatnagar Non Independent
Non-Executive
1 ndash No ndash ndash ndash ndash
Mr S C Kalra Non Independent
ExecutiveDirector
1 1 No ndash ndash ndash ndash
REPORT ON CORPORATE GOVERNANCE(Pursuant to Clause 49 of the Listing Agreement)
Annual Report 2015 27
UNIWORTH
UNIWORTHLIMITED
Name of Directors Category Number of Board Meetings during the year 2014-15
Whether attended last AGM held on
Sept 26 2014
Number of directorships
in other Public Companies
Number of Committee
positions held in other public
companies
Held Attended Chairman Member Chairman Member
Mr S N Shenwai Non Independent
Executive Director
6 2 No ndash ndash ndash ndash
Mr S C Majumder Non Independent
Non-Executive
2 1 Yes (By Invitation)
ndash ndash ndash ndash
Mrs Silpi Chakraborty
Independent Non-Executive
4 4 Yes ndash ndash ndash ndash
Mr Tara Chand Jain
Non Independent
Non-Executive
1 ndash NA ndash ndash ndash ndash
Mr Sanjeev Saxena Non-Executive amp Nominee of MPSIDC Ltd
6 ndash No ndash ndash ndash ndash
Mr A G Bhatnagar has resigned as Director of the Company wef 29th May 2014 and Mr S C Kalra has resigned as Executive Director of the Company wef 29th May 2014 Appointed as an Additional Director and subsequently designated as Executive Director wef 29th May 2014 Resigned as Director of the Company wef 14th July 2014 Appointed as an Additional Director wef 14th July 2014 Appointed as an Additional Director wef 31st March 2015
v Six board meetings were held during the year and the gap between two meetings did not exceed one hundred twenty days The dates on which the said meetings were held
29052014 14072014 12082014 12112014 11022015 and 31032015 The necessary quorum was present for all the meetings
vi During the year a separate meeting of the independent directors was held inter-alia to review the performance of non-independent directors and the board as a whole
vii The Board periodically reviews compliance reports of all laws applicable to the Company prepared by the Company
viii The Company regularly placed before the Board Internal Audit Reports Financial Results with Provisional Balance Sheets Performance Review Report of various Units together with Executive Summary Current Workings and all Current matters of commercial importance and various other information as under Clause 49 of the Listing Agreement from time to time
ix The Companies Act 2013 requires that a Woman Director should be a member of the Board of director Hence Mrs Silpi Chakraborty was appointed on 14th July 2014 as member of the Board as Woman Independent Director her appointment was duly confirmed by means of E-voting in last AGM of the company held on 26092014
22 Code of Conduct The Board of Directors plays an important role in ensuring good governance The Code of Conduct formulated
Uniworth Limited28
UNIWORTH
UNIWORTHLIMITED
by the Company during the year which the DirectorsSenior Executive have been advised to follow envisages inter alia the following-
To observe the highest standards of ethical conduct and integrity and to work to the best of their ability and judgement
To maintain and help the Company in maintaining highest degree of Corporate Governance practices
To act in utmost good faith and exercise due care diligence and integrity in performing their official duties
Not to seek accept or receive directly or indirectly any gift payments or favour in whatsoever form from Companyrsquos Business Associates which can be perceived as being given to gain favour or dealing with the Company and to ensure that the Companyrsquos interests are never compromised
To maintain confidentiality of information entrusted by the Company or acquired during performance of their duties and not to use it for personal gain or advantage
Not to commit any offences involving moral turpitude or any act contrary to law or opposed to the public policy
3 Audit Committee i) The audit committee of the Company is constituted in line with the provisions of Clause 49 of the Listing
Agreements entered into with the stock exchanges read with Section 177 of the Act
ii) The terms of reference of the Audit Committee are broadly as under -
a) Oversight of the Companyrsquos financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct sufficient and credible
b) Recommend the appointment remuneration and terms of appointment of auditors of the Company
c) Approval of payment to statutory auditors for any other services rendered by the statutory auditors
d) Reviewing with the management the annual financial statements and auditorsrsquo report thereon before submission to the board for approval with particular reference to
bull Matters required to be included in the directorrsquos responsibility statement to be included in the boardrsquos report in terms of clause (c) of sub-section 3 of section 134 of the Act
bull Changes if any in accounting policies and practices and reasons for the same
bull Major accounting entries involving estimates based on the exercise of judgment by management
bull Significant adjustments made in the financial statements arising out of audit findings
bull Compliance with listing and other legal requirements relating to financial statements
bull Disclosure of any related party transactions
bull Qualifications in the draft audit report
e) Reviewing with the management the quarterly financial statements before submission to the board for approval
f) Reviewing with the management the statement of uses application of funds raised through an issue (public issue rights issue preferential issue etc) the statement of funds utilised for purposes other than those stated in the offer document prospectus notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue and making appropriate recommendations to the board to take up steps in this matter
g) Review and monitor the auditorsrsquo independence and performance and effectiveness of audit process
h) Approval or any subsequent modification of transactions of the Company with related parties
i) Scrutiny of inter-corporate loans and investments
Annual Report 2015 29
UNIWORTH
UNIWORTHLIMITED
j) Valuation of undertakings or assets of the Company wherever it is necessary
k) Evaluation of internal financial controls and risk management systems
l) Reviewing with the management performance of statutory and internal auditors adequacy of the internal control systems
m) Reviewing the adequacy of internal audit function if any including the structure of the internal audit department staffing and seniority of the official heading the department reporting structure coverage and frequency of internal audit
n) Discussion with internal auditors of any significant findings and follow up there on
o) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board
p) Discussion with statutory auditors before the audit commences about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern
q) To look into the reasons for substantial defaults in the payment to the depositors debenture holders shareholders (in case of non-payment of declared dividends) and creditors
r) Establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed
s) To review the functioning of whistle blower mechanism
t) Approval of appointment of CFO
u) The Committee reviews the efficacy of the internal control mechanism and monitors the risk management policies adopted by the Company The Committee also reviews the report furnished by the internal and Statutory Auditors and ensures that suitable follow up actions are taken Besides the Committee also examines accounting taxation and disclosure aspects of all significant transactions
v) Carrying out any other function as is mentioned in the terms of reference of the audit committee
w) To mandatorily review the following information
bull Management discussion and analysis of financial condition and results of operations
bull Statement of significant related party transactions (as defined by the audit committee)submitted by management
bull Management letters letters of internal control weaknesses issued by the statutory auditors
bull Internal audit reports relating to internal control weaknesses and
bull The appointment removal and terms of remuneration of the chief internal auditor
iii) The audit committee invites executives as it considers appropriate (particularly the head of the finance function) representatives of the statutory auditors and representatives of the internal auditors to be present at its meetings The Company Secretary acts as the secretary to the audit committee
iv) The previous annual general meeting (AGM) of the Company was held on September 26 2014 and was attended by the Chairman of the audit committee
v) The Composition of the Committee and the attendance of each member of the Committee during the year 2014-15 are given below
Name Category Profession Number of Meetings during the Financial year 2014-15
Held Attended
Mr A G Bhatnagar Non Independent Non-Executive
Professional 1 -
Uniworth Limited30
UNIWORTH
UNIWORTHLIMITED
Name Category Profession Number of Meetings during the Financial year 2014-15
Held Attended
Mr S C Kalra Non Independent Executive Director
Service 1 1
Mr S C Majumder Non Independent Non-Executive
Service 1 1
Mr K Jhunjhunwala Independent Non-Executive
Chartered Accountant
4 3
Mr S N Shenwai Non Independent Executive Director
Service 3 -
Mrs Silpi Chakraborty Independent Non-Executive
Professional 3 3
Resigned as members of the Committee wef 29th May 2014 Resigned as members of the Committee wef 14th July 2014 Appointed as member of the Committee wef 29th May 2014 Appointed as member of the Committee wef 14th July 2014 Members present at the meeting elect one of themselves as Chairman of the Meeting
vi) During the year 2014-15 4 (Four) meetings of the Audit Committee were held and the gap between two meetings did not exceed four months The dates of the meetings are following 29052014 12082014 12112014 and 11022015
4 Nomination and Remuneration Committee i) The Nomination and Remuneration Committee was re-organised during the year as per the provisions
of the act and Clause 49 of the Listing Agreement
ii) The Nomination and Remuneration Committee was formed with a view to reviewing and making recommendations on annual salaries performance commissions perquisite and other employment conditions of ExecutiveWhole-time Directors and other Executives and Officials The Committee also takes into consideration remuneration practices followed by leading companies as well as information provided by reputed consultants while determining the overall remuneration package
iii) The composition and attendance of the members at the Meetings of Remuneration Committee during the year 2014-15 were as under
Name Category Number of Meetings during the Financial year 2014-15
Held Attended
Mr K Jhunjhunwala Independent Non-Executive 4 3
Mr A G Bhatnagar Non Independent Non-Executive 1 ndash
Mr S C Majumder Non Independent Non-Executive 1 1
Mrs Silpi Chakraborty Independent Non-Executive 3 3
Mr T C Jain Non Independent Non-Executive ndash ndash
Resigned as member of the committee wef 29th May 2014 Resigned as member of the committee wef 14th July 2014 Appointed as member of the committee wef 14th July 2014 Appointed as member of the committee wef 31st March 2015 Members present at the meeting elect one of themselves as Chairman of the Meeting
During the year 2014-15 4 (four) Meetings of the Nomination and Remuneration Committee were held on the following dates 29052014 12082014 12112014 and 11022015
Annual Report 2015 31
UNIWORTH
UNIWORTHLIMITED
iv) Remuneration of Directors Details of remuneration paid payable to Directors for the year ended 31st March 2015 are as follows (Amount in Rs)
Name of Directors Board Meeting
Audit Committee
Meeting
Commission Total
Mr K Jhunjhunwala 10000 6000 ndash 16000
Mr S C Majumder 2000 2000 ndash 4000
Mrs Silpi Chakraborty 8000 6000 ndash 14000
Mr T C Jain ndash ndash ndash ndash
Mr Sanjeev Saxena ndash ndash ndash ndash
Resigned as member of the committee wef 14th July 2014 Appointed as member of the committee wef 14th July 2014 Appointed as member of the committee wef 31st March 2015
vi) Details of Remuneration paidpayable to Executive Directors Remuneration for the year ended 31st March 2015 is as follows
(Amount in lacs)
Name of Director Salary Allowance Perquisites Total
Mr S C Kalra 079 019 303 401
Mr SN Shenwai 600 209 064 873 Mr S C Kalra resigned as Executive Director of the Company wef 29th May 2014
Mr S N Shenwai appointed as Executive Director of the Company wef 29th May 20145 Stakeholders Relationship Committee i) As per the applicable provisions of Section 178 of the companies Act 2013 and Clause 49 of the
Listing Agreement the nomenclature Share Transfer cum Investor Grievance Committee was renamed as Stakeholders Relationship Committee
ii) The Stakeholders Relationship Committee look into the redressal of complaints of investors such as transfer or credit of shares non-receipt of dividend notices annual reports etc
iii) During the year two meetings of the Stakeholder Relationship committee was held on 16062014 and 16122014
iv) The composition and attendance of the members in the following Committee Meetings during the year 2014-15 were as under
Name Number of meetings during the financial year 2014-15
Held Attended
Mr K Jhunjhunwala 2 2
Mr A G Bhatnagar ndash ndash
Mr S C Kalra ndash ndash
Mr S N Shenwai ndash ndash
Mr S C Majumder 1 1
Mrs Silpi Chakraborty 1 1
Mr Tara Chand Jain ndash ndash
Resigned as members of the committee wef 29th May 2014
Uniworth Limited32
UNIWORTH
UNIWORTHLIMITED
Appointed as member of the committee wef 29th May 2014 Resigned as member of the committee wef 14th July 2014 Appointed as member of the committee wef 14th July 2014 Appointed as member of the committee wef 31st March 2015 Members present at the meeting elect one of themselves as Chairman of the Meeting
v) During the year 2014-15 16 (Sixteen) Meetings regarding Share Transfer were held on the following dates 16062014 15072014 29082014 05092014 18092014 30092014 16102014 31102014 14112014 28112014 16122014 12012015 30012015 17022015 27022015 and 16032015
vi) Share Transfers
bull All Shares have been transferred and returned within the prescribed period so long as the documents have been in order in all respects
bull Total number of Equity Shares transferred during the relevant period was 11730
vii) Compliance Officer
Mr S N Shenwai Executive Director is the Compliance Officer of the Company and his contact details are given below
Mr S N Shenwai Executive Director Uniworth Limited ldquoGREEN ACRESrdquo 2 Nazar Ali Lane Flat- 4A Kolkata ndash 700 019 Phone (033) 40061301
viii) Status of Investor Complaints
Complaints received from Shareholders have been mostly cleared within the financial year The complaints are generally replied to within 10-15 days from their lodging with the Company
No of Complaints received from the Investors (including brought forward) 18
No of Complaints resolved 17
Complaints pending as on 31st March 2015 1
No of Share Transfers pending for approval as on 31st March 2015 NIL
6 General Body Meetings i) Annual General Meeting
The location and time of the Annual General Meetings held during the last 3 years is as follows
Annual General Meeting (AGM) Date Time Venue No of Special
Resolutions passed
24th Annual General Meeting 28092012 1030 AM Science CitySeminar HallJBS Haldane AvenueKolkata ndash 700 046
ndash
25th Annual General Meeting 26092013 1030 AM Science CitySeminar HallJBS Haldane AvenueKolkata ndash 700 046
ndash
Annual Report 2015 33
UNIWORTH
UNIWORTHLIMITED
26th Annual General Meeting 26092014 1030 AM Science CitySeminar HallJBS Haldane AvenueKolkata ndash 700 046
ndash
ii) The Special Resolutions if any are usually passed on show of hands and mostly unanimously
iii) No Postal Ballot were used in last year The Company does not have any proposal for Postal Ballot at present
7 Disclosures a) Related Party transactions have been disclosed under Note No 27 to the accounts for year under
review and it is not conflict with the interest of the Company
b) The Company has complied with all the mandatory requirements of clause 49 of the listing agreements with the Stock Exchanges as well as regulations and guidelines of SEBI wherever applicable
c) No transaction of material nature has been entered into by the Company with the Directors or Promoters or Management and their relatives their subsidiaries etc that may have a potential conflict with the interest of the Company at large The Register of Contracts in which Directors are interested was placed before the Board regularly
d) The Company has in place an Employee Concern (Whistle Blower) No personnel has been denied access to the Audit Committee to lodge their Grievances
e) No penalties or strictures have been imposed on the Company by the Stock Exchange or SEBI or any statutory authority on any matter related to capital markets during the last three years as all requirements were complied with
f) All mandatory requirements have been appropriately complied
g) Resume and other information of the Directors proposed to be appointedre-appointed (including those retiring by rotation) at the ensuing annual General Meeting are given in the Notice relating thereto to the shareholders
h) No presentation were made to Institutional Investors and Analysts during the year
i) The Company does not have any subsidiary
j) Your Company has followed all relevant Accounting Standards while preparing the Financial Statements
k) Particulars of Equity Shares of the Company held by Non-Executive Directors (both own or held byfor other person on a beneficial basis) are as follows
Name of Directors Number of Equity Shares heldMrs Silpi Chakraborty 700
Mr Sanjeev Saxena 600
l) Risk Management
A comprehensive risk management policy for the purpose of management policy in the Company for periodical review by the Board of Directors has formulated In addition Risk Management issues are generally discussed in the Audit Committee
m) CEOCFO Certification The ExecutiveWhole-time Director and Chief Financial Officer who are also heading the finance
function have confirmed to the Board that
(a) They have reviewed financial statements and the cash flow statement for the year and that to the best of their knowledge and belief
(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
Uniworth Limited34
UNIWORTH
UNIWORTHLIMITED
(ii) these statements together present a true and fair view of the companyrsquos affairs and are in compliance with existing accounting standards applicable laws and regulations
(b) There are to the best of their knowledge and belief no transactions entered into by the company during the year which are fraudulent illegal or violative of the companyrsquos code of conduct
(c) They accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of the internal control systems of the company pertaining to financial reporting and they have disclosed to the auditors and the Audit Committee deficiencies in the design or operation of internal controls if any of which they are aware and the steps they have taken or propose to take to rectify these deficiencies
(d) They have indicated to the Auditors and the Audit Committee
(i) that there have been no significant changes in internal control over financial reporting during the year
(ii) that there have been no significant changes in accounting policies during the year and
(iii) that there are no instances of significant fraud of which they have become aware and the involvement therein if any of the management or an employee having a significant role in the companyrsquos internal control system over financial reporting
n) Brief Profile and other informationrsquos of the Directors proposed to be appointed re-appointed (including those retiring by rotation) at the ensuing Annual General Meeting are given in the Notice relating thereto the shareholders
8 Means of Communication a) The Annual Half yearly and Quarterly Results are Electronically transmitted to the Stock Exchanges in
accordance with the Listing Agreement and are uploaded on the Companyrsquos Website wwwuniworthcom also the same are being published in an English Newspaper namely the Echo of India Kolkata and Arthik Lipi alongwith Dainik Lipi Bengali leading Newspapers
b) Management Discussion amp Analysis Report is forming a part of the Annual Report
9 General Shareholder Information a) Annual General Meeting - Date and Time 29th September 2015 at 1030 AM
- Venue Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046
b) Financial Calendar (Tentative and subject to change)
Financial reporting for
- the Quarter ending 30th June 2015 2nd week of August 2015 - the Quarter and Half Year ending 30th September 2015 2nd week of November 2015 - the Quarter ending 31st December 2014 2nd week of February 2016 - Year ending 31st March 2016 4th week of May 2016
c) Date of Book Closure 23rd September 2015 to 29th September 2015
d) Dividend Payment Date NA
e) Registered Office ldquoGREEN ACRESrdquo 2 Nazar Ali Lane Flatndash 4A Kolkata ndash 700 019
f) Listing on Stock Exchanges The Equity Shares of the Company are listed on the following Stock Exchanges
Annual Report 2015 35
UNIWORTH
UNIWORTHLIMITED
Code No The Calcutta Stock Exchange Ltd (CSE) 10033010
BSE Limited (BSE) 514144
Listing fees for the Financial Year 2015-2016 have been paid
g) Corporate Identity No (CIN) of the Company L17299WB1988PLC044984
h) Stock Market Data
1 The Calcutta Stock Exchange Ltd There has been no trading during the year 2 BSE Limited
Month amp Year High (`) Low (`) Monthly Volume(No of Equity Shares)
April 2014 096 058 64744May 2014 096 083 52417June 2014 101 080 32394July 2014 111 084 47313August 2014 165 084 39696September 2014 218 138 154526October 2014 330 215 125576November 2014 309 212 64128December 2014 246 162 33765January 2015 187 146 26982February 2015 153 111 36842March 2015 118 082 16397
i) Registrar and Transfer Agents Ms C B MANAGEMENT SERVICES (P) LIMITED P-22 Bondel Road Kolkata ndash 700 019 Phone No (033) 4011 6700671167186723 Fax No (033) 40116739 E-mail rtacbmslcom
(j) (1) Distribution of Shareholding as on 31st March 2015
Slab of Equity Shares held
No of Shareholders No of Equity Shares
1- 500 79783 9388 11250631 3310501 ndash 1000 3045 358 2260412 6651001 ndash 2000 1273 150 1801305 5302001 ndash 3000 386 045 959785 2823001 ndash 4000 169 020 597378 176
Uniworth Limited36
UNIWORTH
UNIWORTHLIMITED
4001 ndash 5000 104 012 481868 1425001-10000 137 016 922783 27210001-Above 89 011 15712081 4623Total 84986 10000 33986243 10000
(2) Categories of Shareholders as on 31st March 2015
Categories Number of Equity Shares Amount in (Rs)
Promoters Directors Relatives and Associated Companies
13032815 130328150 3835
Financial Institutions Govt Companies 802153 8021530 236Mutual Funds UTI 23230 232300 007Banks 28032 280320 008Foreign Institutional Investors 4300 43000 001Non ndash Resident Indians 101404 1014040 030Other Bodies Corporate 816054 8160540 240Public 19178255 191782550 5643Total 33986243 339862430 10000
k) Dematerialization of Shares and Liquidity 11710589 Equity Shares (3446 of Total Shares) are in the Dematerialised Form as on 31st March
2015
At present the Companyrsquos Shares are compulsorily traded in Dematerialised Form as per notification issued by the Securities and Exchange Board of India (SEBI) The ISIN allotted for the Equity Shares of the Company is INE207A01013
l) Share Transfer System To expedite the Share Transfer process in the Physical segment authority has been delegated to the
ldquoStakeholder Relationship Committeerdquo Share transfertransmissions approved by the Committee are placed at the Board Meeting from time to time
m) Outstanding GDRsADRsWarrants Not Applicable
n) Plant Location 1) Urla Growth Centre Raipur Chattisgarh
2) Amriti Malda West Bengal
o) Investor Correspondence S N Shenwai Uniworth Limited
ldquoGREEN ACRESrdquo 2 Nazar Ali Lane Flat- 4A Kolkata ndash 700 019 Phone (033) 40061301 Website wwwuniworthcom
Annual Report 2015 37
UNIWORTH
UNIWORTHLIMITED
DISCLOSURE OF CODE OF CONDUCTAnnual Certificate under Clause 49 (II) (E) of Listing Agreement with Stock Exchanges
DECLARATIONAs required under Clause 49 (II) (E) of the Listing Agreement with the Stock Exchanges I hereby declare that all the Board Members and Senior Management Personnel ie employees in the grades of General Manager and above of the Company have complied with the Code of Conduct of the Company for Financial Year ended 31st March 2015
Place Kolkata S N ShenwaiDate 29052015 Executive Director
AUDITORSrsquo CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT TO THE MEMBERS OF UNIWORTH LIMITED
TO THE MEMBERS OF UNIWORTH LIMITED
We have examined the compliance of conditions of Corporate Governance by Uniworth Limited (ldquothe Companyrdquo) for the year ended 31st March 2015 as stipulated in clause 49 of the Listing Agreements of the Company entered into with Stock Exchanges
The compliance of conditions of Corporate Governance is the responsibility of the management Our examination was limited to a review of the procedures and implementation thereof adopted by the company for ensuring the compliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company
In our opinion and to the best of our information and according to the explanation given to us and the representations made by the Directors and the management we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above- mentioned Listing Agreement
We state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency of the effectiveness with which the management has conducted the affairs of the Company
For S S KOTHARI amp COChartered Accountants
Firm Registration No 302034EA DATTA
Place Kolkata PartnerDate 29th May 2015 Membership No 005634
Uniworth Limited38
UNIWORTH
UNIWORTHLIMITED
INDEPENDENT AUDITORSrsquo REPORT To the Members ofUNIWORTH LIMITEDReport on the Financial Statements
We have audited the accompanying Financial Statements of UNIWORTH LIMITED (ldquothe Companyrdquo) which comprise the Balance Sheet as at 31st March 2015 the Statement of Profit and Loss the Cash Flow Statement and a summary of the Significant Accounting Policies and other explanatory information for the year then ended
Managementrsquos Responsibility for the Financial Statements
The Companyrsquos Board of Directors is responsible for the matters stated in Section 134(5) of the Companies act 2013 (ldquothe Actrdquo) with respect to the preparation of these Financial Statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes 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 frauds and other irregularities selection and application of appropriate accounting policies making judgements and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditorrsquos Responsibility
Our responsibility is to express an opinion on these Financial Statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements The procedures selected depend on the auditorrsquos judgement including assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companyrsquos preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyrsquos Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the Financial Statements
Basis for Qualified Opinion
1 Footnote (i) to Note No 23 regarding interest provision on borrowings from some of the institutions and banks which has been made in the financial statements under simple interest method at the prevailing estimated rates applicable on such loans in absence of relevant documentsconfirmations as a result of which impact of compound interestpenal charges wherever applicable having not been ascertained as well as the note therein regarding the matter of dispute between the Company and the BankersCreditors in connection with charging of interest payment and payment of principal
2 Footnote No (ii) to Note No 23 regarding non-provision of Interest on certain loans and the impact of the non-provision is not presently ascertainable
Annual Report 2015 39
UNIWORTH
UNIWORTHLIMITED
3 Footnote No 4 (i) (ii) and (iii) of Note No 15 regarding overdue Export Bills amounting to ` 3178731 lacs outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
4 Footnote 1 of 17 regarding Claims Receivable amounting to ` 68936 lacs due from various banks outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
5 Footnote 3 of Note No 17 regarding advance of ` 314473 lacs due from certain parties which in our opinion are considered doubtful of recovery against which adequate provision has not been made
6 Footnote 3 of Note No 16 relating to non-accounting of withdrawals other transactions from certain Bank accounts during the year due to reasons stated on the said Note 16 (3)
7 Note No 30 regarding non-compliance of Accounting Standard (AS) 6 Depreciation Accounting due to non-adoption of Schedule ndash II of the Companies Act 2013 and also non-compliance of mandatory Accounting Policy for Depreciation required to be followed by the Company due to reasons stated in the said Note
8 In absence of any workings for impairment of assets as per Accounting Standard (AS) 28 Impairment of Assets the impact of such impairment is not ascertainable
9 Non-provision non-compliance of Items indicated in (1) to (8) above constitute a departure from the Accounting Standards referred to in Section 133 of the Act Without considering Item Nos (1) (2) (6) (7) and (8) above whose impact on the Companyrsquos Statement of Profit and Loss is presently non-ascertainable had the provisions indicated in Item Nos (3) to (5) been made
(i) the Loss for the year would have increased by ` 3562140 lacs
(ii) Trade Receivables would have decreased by ` 3178731 lacs
(iii) Short Term Loans and Advances would decreased by ` 383409 lacs
(iv) The Shareholdersrsquo Fund would have been lower by ` 3562140 lacs
Qualified Opinion
In our opinion and to the best of our information and according to the explanations given to us except for the like effects of the matters described in the Basis for Qualified Opinion paragraph above the aforesaid Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2015 and its loss and its cash flows for the year ended on that date
Emphasis of Matters
We draw your attention to the following matters in the Notes to the Financial Statements
1 Following Notes to the Financial Statements describe the uncertainty related to the outcome of the lawsuits other legal matters and matters under settlements indicated therein
(a) Footnote (2) to Note No 4 regarding legal issues following securitization of Secured Loans as stated in the said Note
(b) Footnote (2) of Note No 15 regarding pending adjustments of Sundry Debtors against supplies and other liabilities etc due to the buyers In absence of final settlement with the parties and non-receipt of necessary approval from concerned regulatory authority extent of the amount of adjustments so required could not be ascertained
(c) Footnote to Note No 6 regarding estimated amount of ` 872228 lacs provided during the year 2002-03 as sales claims and commissions relating to earlier years from overseas customers of the Company which is pending for final settlement Necessary adjustments for such claims and commissions will be made after final settlement and obtaining necessary approval from the concerned regulatory authority
Uniworth Limited40
UNIWORTH
UNIWORTHLIMITED
(d) Footnote 1 of Note No 15 and Footnote 2 of Note No 17 regarding Debtors and Advances amounting to ` 145362 lacs and ` 138719 lacs respectively relating to Companies which have become Sick and referred to BIFR under the Sick Industrial Companies (Special Provisions) Act 1985 As the rehabilitation scheme of these companies are pending finalisation the amount of provision if any which may be required remain unascertainable
(e) Note No 32 regarding legal recourse taken by certain banks and financial institutions for recovery of their dues and the matter is sub-judice as stated in the said Note
(f) Note No 33 regarding non-compliance of certain technical formalities due to which transfer of certain borrowing facilities to a body corporate could not be made
(g) Note No 34 regarding applications made by the Company with the Reserve Bank of India from time to time for extension setting off of certain overdue bills
(h) Note No 35 regarding Debit Note sent by a body corporate in an earlier year for unilateral transfer back of all assets not taken into cognizance by the Company in preparing these Financial Statements as stated in the said Note
(i) Note No 38 regarding claims filed by a body corporate for ` 21625 lacs for non-fulfilment of clauses of the agreement relating to transfer of Nagpur Unit to them outcome of which would eventually arise on finalisation of suit
(j) Matters disclosed in Note No 19 relating to Entry Tax CentralCommercial Sales Tax Demands Customs Demands Professional TaxLabour CasesWater Cess Electricity Duty etc disclosed under Contingent Liabilities which are contested by the Company and pending before various forums authorities for final decisions
2 Note No 4 (Footnote 4) Note No 7 (Footnote) and Note No 16 (Footnote 1) to the financial statements regarding non-receipt of confirmations in respect of borrowings from banksFinancial Institutions and also debit balances in certain current accounts with banks due to restructuring being in progress book balances thereof have been relied upon
3 Note No 27 (d) regarding balance with a related party under reconciliation
4 Footnote 2 amp 3 of Note No 4 to the financial statements regarding preparation of these financial statements on Going Concern basis for the reasons stated therein as also the fact that the Company has accumulated losses and its net worth has been fully eroded Further the Company has incurred net loss during the current and previous years and the Companyrsquos current liabilities exceeded its current assets as at the Balance Sheet date These conditions along with other matters set forth in Notes to Financial Statements indicate the existence of a material uncertainty that may cast significant doubt about the Companyrsquos ability to continue as a going concern
Our opinion is not modified in respect of these matters
Report on Other Legal and Regulatory Requirements
i) As required by the Companies (Auditorrsquos Report) Order 2015 issued by the Central Government in terms of Sub-section (11) of Section 143 of the Act we enclose in the Annexure a statement on the matters specified in the said Order to the extent applicable to the Company
ii) As required by Section 143(3) of the Act we report that
a) We have sought and except for the matters described in the Basis for Qualified Opinion paragraph obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit
b) Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph above in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books
Annual Report 2015 41
UNIWORTH
UNIWORTHLIMITED
c) The Balance Sheet Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph in our opinion the Balance Sheet Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014
e) The matters described in the Basis for Qualified Opinion paragraph above in our opinion may have an adverse effect on the functioning of the Company
f) The matters described in sub-paragraph (1) under the Emphasis of Matters paragraph above in our opinion may have an adverse effect on the functioning of the Company
g) On the basis of written representations received from the Directors as on 31st March 2015 taken on record by the Board of Directors none of the Director is disqualified as on 31st March 2015 from being appointed as a director in terms of Section 164(2) of the Act
h) With respect to the other matters to be included in the Auditorrsquos Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion and to the best of our information and according to the explanations given to us
i The Company has disclosed the impact of pending litigations on its financial position wherever ascertainable
ii The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable loss
iii The Company has not transferred any amount to Investor Education and Protection Fund (Refer to Footnote No 1 to Note No4)
For S S KOTHARI amp COChartered Accountants
Firm Registration No 302034E
A DATTAPlace Kolkata PartnerDate 29th May 2015 Membership No 005634
Uniworth Limited42
UNIWORTH
UNIWORTHLIMITED
ANNEXURE TO THE AUDITORSrsquo REPORTThe Annexure referred to in our report to the members of UNIWORTH LIMITED the year ended 31ST March 2015
(i) (a) Whether the company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets
(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets However the updation of such records particularly with reference to estimated useful life of each asset is in process
(b) Whether these fixed assets have been physically verified by the management at reasonable intervals whether any material discrepancies were noticed on such verification and if so whether the same have been properly dealt with in the books of account
(b) The physical verification of fixed assets as stated by the management has been conducted by the Management during the year wherever practicable and the reconciliation of the quantities with the book records in progress The discrepancies if any would be adjusted on completion of reconciliation updation of records as stated above
(ii) (a) Whether physical verification of inventory has been conducted at reasonable intervals by the management
(ii) (a) Inventories of Raw Materials Finished Goods Work in Progress and Stores amp Spares have been physically verified at reasonable intervals by the Company except Finished Goods of Rs 1840 Lacs lying with third parties and Rs 11551 Lacs under seizure of the Excise Department
(b) Are the procedures of physical verification of inventory followed by the management reasonable and adequate in relation to the size of the company and the nature of its business If not the inadequacies in such procedures should be reported
(b) The procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business
(c) Whether the company is maintaining proper records of inventory and whether any material discrepancies were noticed on physical verification and if so whether the same have been properly dealt with in the books of account
(c) On the basis of our examination of the records of inventories we are of the opinion that the Company is maintaining proper records of inventories The discrepancies noticed on verification between physical stocks and the book records which were not material have been properly dealt with in the books of account
Annual Report 2015 43
UNIWORTH
UNIWORTHLIMITED
(iii) Whether the company has granted any loans secured or unsecured to companies firms or other parties covered in the register maintained under section 189 of the Companies Act If so
(iii) The Company has not granted any loan secured or unsecured during the year to any company firm or other party covered in the register maintained under section 189 of the Companies Act 2013
In this regard we have relied upon the entries recorded in the register maintained under section 189 of the Act
(a) Whether receipt of the principal amount and interest are also regular and
(b) If overdue amount is more than rupees one lakh whether reasonable steps have been taken by the company for recovery of the principal and interest
(iv) Is there an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services Whether there is a continuing failure to correct major weaknesses in internal control system
(iv) In our opinion and according to the information and explanations given to us there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchases of inventory and fixed assets and for the sale of goods During the course of our audit no major weakness has been noticed in the internal control system nor have there been any continuing failure on the part of the Company to correct any major weakness
(v) In case the company has accepted deposits whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under where applicable have been complied with If not the nature of contraventions should be stated If an order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal whether the same has been complied with or not
(v) The Company has not accepted any deposit from the public within the meaning of sections 73 to 76 or any other relevant provisions of the Companies Act 2013
(vi) Where maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act whether such accounts and records have been made and maintained
(vi) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under sub-section (1) of section 148 of the Companies Act 2013 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained However we have not made a detailed examination of the records with a view to determine whether they are accurate or complete
Uniworth Limited44
UNIWORTH
UNIWORTHLIMITED
(vii) (a) Is the company regular in depositing undisputed statutory dues including provident fund employeesrsquo state insurance income-tax sales-tax wealth tax service tax duty of customs duty of excise value added tax cess and any other statutory dues with the appropriate authorities and if not the extent of the arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable shall be indicated by the auditor
(vii) (a) According to the records of the Company the Company has been generally regular in depositing during the year with appropriate authorities undisputed statutory dues including provident fund employeesrsquo state insurance income tax sales tax wealth tax service tax customs duty excise duty value added tax cess and any other statutory dues where applicable except in the following cases which are outstanding for a period of more than six months from the date they became payable
VAT ` 680 lacs
Central Sales Tax ` 3654 lacs
Service tax ` 4281 lacs
Entry Tax ` 080 lacs(b) In case dues of income tax or sales tax or
wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute then the amounts involved and the forum where dispute is pending shall be mentioned (A mere representation to the concerned Department shall not constitute a dispute)
(b) According to the records of the Company following statutory dues have not been deposited by the Company on account of disputes
Nature of dues
Amount(` inLacs)
Period since when
Forum
Entry Tax 5711 1997-98 Appeal with Commissioner of Commercial Tax
Excise Duty 864 Prior to 2000 Under Appeal with CESTAT New Delhi
Electricity Duty amp Cess
1857 2005 Writ Petition before Bilaspur High Court
(c) Whether the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time
(c) The Company has not transferred any amount to Investor Education and Protection Fund [Refer to Footnote (1) to Note No 4 (a) ]
(viii) Whether in case of a company which has been registered for a period not less than five years its accumulated losses at the end of the financial year are not less than fifty per cent of its net worth and whether it has incurred cash losses in such financial year and in the immediately preceding financial year
(viii) The accumulated losses of the Company at the end of the financial year have exceeded its net worth and also the Company has incurred cash losses in the current financial year and in the immediately preceding financial year
Annual Report 2015 45
UNIWORTH
UNIWORTHLIMITED
(ix) Whether the company has defaulted in repayment of dues to a financial institution or bank or debenture holders If yes the period and amount of default to be reported
(ix) The Company has defaulted in repayment of dues to financial institutions banks and debenture holders as under
(a) As per Original Agreement all the following Term Loans have become due for repayments However the Companyrsquos negotiations with the term lenders for rescheduling restructuring is in process
Nature of Financial Assistance
Amount (` in lacs)
Period of Default
a) Term Loani) Financial Institution Not Ascertainable
Principal 2117209Interest 1068697
ii) Bank Not AscertainablePrincipal 3758542Interest 5508741
b) DebentureNov-convertible Part C Redeemable Debenture
Principal 190062Interest 19695
Also refer to Note No 4
(x) Whether the company has given any guarantee for loans taken by others from bank or financial institutions the terms and conditions whereof are prejudicial to the interest of the company
(x) The Company has given guarantee for loans taken by Other Company others from bank or financial institution and the related terms and conditions are not prejudicial to the interest of the Company
(xi) Whether term loans were applied for the purpose for which the loans were obtained
(xi) Based on the information and explanations given to us by the Management no Term Loan was obtained by the Company during the year
(xii) Whether any fraud on or by the company has been noticed or reported during the year If yes the nature and the amount involved is to be indicated
(xii) Based upon the audit procedures performed during the course of our audit and information and explanations given by the Management we report that no fraud on or by the Company has been noticed or reported during the year
For S S KOTHARI amp COChartered Accountants
Firm Registration No 302034E
A DATTAPlace Kolkata PartnerDate 29th May 2015 Membership No 005634
Uniworth Limited46
UNIWORTH
UNIWORTHLIMITED
Particulars Note No As at 31032015
As at 31032014
I EQUITY AND LIABILITIES 1 Shareholders Fund
a) Share Capital 2 399862 399862 b) Reserves and Surplus 3 (9551249) (9151387) (9086744) (8686882)
2 Non-Current Liabilitiesa) Long Term Borrowings 4 - - b) Other Long Term Liabilities 5 227675 214963 c) Long Term Provisions 6 919008 1146683 909815 1124778
3 Current Liabilitiesa) Short Term Borrowings 7 2888541 2888676 b) Trade Payables 8 3367901 3114249 c) Other Current Liabilities 9 10578553 10028310 d) Short Term Provisions 10 3729 16838724 2397 16033632
Grand Total 8834020 8471528 II ASSETS
1 Non-Current Assetsa) Fixed Assets 11
i) Tangible Assets 378887 420957 ii) Capital Work in Progress 5468 7774
b) Non-Current Investments 12 300067 300067 c) Long Term Loans and Advances 13 79596 764018 73612 802410
2 Current Assetsa) Inventories 14 363263 398178 b) Trade Receivables 15 6443072 6042724 c) Cash and Cash Equivalent 16 25352 17946 d) Short Term Loans and Advances 17 643478 615433 e) Other Current Assets 18 594837 8070002 594837 7669118
Grand Total 8834020 8471528 Significant Accounting Policies 1Other Disclosures 25 - 40
Accompanying Notes are an integral part of the Financial StatementsThis is the Balance Sheet referred to in our Report of even date
BALANCE SHEET AS AT 31ST MARCH 2015 (` in 000rsquos)
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Annual Report 2015 47
UNIWORTH
UNIWORTHLIMITED
Particulars NoteNo
For the year ended31032015
For the year ended31032014
I Revenue from OperationsSale of products 1357763 1155975 Less Excise Duty - - Net Turnover 1357763 1155975
II Other Income 20 33895 235313 III Total Revenue (I + II) 1391658 1391288 IV Expenses
Cost of Materials Consumed 21 652552 724694 Purchases of Stock in Trade 33333 313 Changes in Inventories of Finished Goods Work in Progress amp Stock in Trade 22 14347 (8299)
Employees Benefits 25 151140 139783 Finance Cost 23 536119 536116 Depreciation and Amortisation 25 42727 42824 Other Expenses 24 424306 1854524 406500 1841931 Total Expenses 1854524 1841931
V Profit before tax (462866) (450643)VI Extra Ordinary Item 25 1639 1639 VII Profit before tax after Extra Ordinary
Items (464505) (452282)
VIII Tax Expenses - - IX Profit (Loss) for the period (464505) (452282)X Earnings Per Equity Share
i) Basic (1367) (1331)ii) Diluted (1367) (1331)
Significant Accounting Policies 1Other Disclosures 25 - 40
Accompanying Notes are an integral part of the Financial StatementsThis is the Statement of Profit amp Loss referred to in our Report of even date
STATEMENT OF PROFIT amp LOSS FOR THE YEAR ENDED 31ST MARCH 2015 (` in 000rsquos)
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Uniworth Limited48
UNIWORTH
UNIWORTHLIMITED
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2015 (` in 000rsquos)
Particulars 31032015 31032014A Cash Flow from Operating Activities
Net Profit (Loss) before Tax (464505) (452282)Adjustments For Depreciation and amortisation expense 42727 42824 Exceptional Items 1639 1639 Interest Income (2700) (2299)Dividend Received - (2)Net (Gain)Loss on foreign exchange (26043) (114085)Finance Cost 536119 536116 Sundry Balances w_off 152 - Unspent Liabilities Written Back - (9895)Operating Profit before Working Capital Changes 87389 2017 Adjustments For Increase(Decrease) in Other Long Term Liabilities 12712 20646 Increase(Decrease) in Long Term Provisions 9194 9106 Increase(Decrease) in Short Term Provisions 1332 (2926)Increase(Decrease) in Trade Payables 253652 158899 Increase(Decrease) in Other Current Liabilities 550241 602658 Decrease(Increase) in Non-Current Investment - - Decrease(Increase) in Long Term Loans amp Advances (5984) 1518 Decrease(Increase) in Other Non-Current Assets - - Decrease(Increase) in Inventories 34916 (26068)Decrease(Increase) in Trade Receivables (400348) (331229)Decrease(Increase) in Short Term Loans amp Advances (28198) (20496)Decrease(Increase) in Other Current Assets - (1)Cash Generated from (used in) Operating Activities 514906 414124 Tax Expense - - Net Cash Flow from(used in) Operating Activities (A) 514906 414124
B Cash Flow from Investing Activities Interest Income 2700 2299 Dividend Income - 2 Proceeds from sale of Non-Current Investments - - Addition to Tangible Fixed Assets 1408 1295 Addition to Intangible Fixed Assets - - Sale of Tangible Fixed Assets 241 5 Net Cash flow from(used in) Investing activities ( B ) 4348 3601
Annual Report 2015 49
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos)
Particulars 31032015 31032014C Cash Flow from Financing Activities
Proceeds from Equity Shares - - Repayment from Long term Borrowings - - Proceeds from Short term Borrowings (134) (1)Exceptional Items (1639) (1639)Net Gain on foreign exchange 26043 114085 Interest Expense (536119) (536116)Net Cash Flow from Financing Activities ( C ) (511849) (423671)Net Increase ( Decrease ) in Cash amp Cash Equivalents ( A+B+C ) 7406 (5947)Closing Balance of Cash amp cash Equivalents 25352 17946 Opening Balance of Cash amp cash Equivalents 17946 23893 Net Increase ( Decrease ) in Cash amp Cash Equivalents 7406 (5947)
Notes 1 The above Cash Flow Statement has been prepared under the ldquoIndirect Methodrdquo as set out in Accounting
Standard -3 on Cash Flow Statement notified under the Companies (Accounting Standards) Rules 20062 Addition to Fixed Assets include movement of Capital Work in Progress during the year3 Proceeds from Long term Borrowings are shown net of repayments 4 Figures in brackets represent cash outflow from respective activities 5 Cash amp cash Equivalents do not include any amount which is not available to the Company for its use6 As breakup of Cash amp cash equivalents is also available in Note No16 reconciliaton of items of Cash amp
cash equivalents as per Cash Flow Statement with the equivalent items reported in the Balance Sheet is not required
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Uniworth Limited50
UNIWORTH
UNIWORTHLIMITED
1 SIGNICANT ACCOUNTING POLICIES A BASIS OF PREPARATION The Financial Statements have been prepared to comply in material respects with the Accounting
Principles generally accepted in India including mandatory Accounting Standards specified under Section 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014 under the historical cost convention and on accrual basis The Accounting Policies in all material respect have been consistently applied by the Company and are consistent with those used in previous year
B TANGIBLE ASSETS Tangible Assets are stated at cost including pre-operative expenses amp borrowing cost allocated to
qualifying assets in proportion to costs thereof C IMPAIREMENT OF ASSETS An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value An
impairement loss is charged to the profit and loss account in the year in which an asset is identified as impaired The impairement loss recognised in prior accounting period is reversed if there has been a change in the estimate of recoverable amount
D CAPITAL WORK IN PROGRESS Stated at Cost E DEPRECIATION a The full value of Leasehold land is amortized over the period of lease b Depreciation on Tangible Assets continues to be provided on straight-line method at the rates
prescribed in erstwhile Schedule ndash XIV of the Companies Act 1956 This is a non-compliance of mandatory Accounting Policy required to be followed by the Company for Depreciation on Tangible Assets in terms of Accounting Standard (AS) 6 Depreciation Accounting
F INVENTORIES Basis of Valuation Raw Material At Cost Stores amp Spare Parts At Weighted Average Cost Work in Process and Finished Goods At Cost or Market Value whichever is lower Cost for this
purpose is determined with reference to cost of materials labour and appropriate overheads
Waste Stock At estimated realizable value except waste of Silk Division used for recycling which is valued at Cost as per past practice
G INVESTMENTS Long Term Investments are stated at cost less provision and write off in cost wherever the management
considers the fall in value to be of permanent in nature H BORROWING COSTS Borrowing costs that are attributable to the acquisition and construction of a qualifying asset are capitalized
as part of cost of that asset Other borrowing costs are recognised as expense in the period in which they are incurred
I EMPLOYMENT BENEFITS i) Short Term Employees Benefits The undiscounted amount of short-term employee benefits expected to be paid in exchange for the
services rendered by employees is recognized during the period when the employee rendered the service This benefit includes salary wages short-term compensatory absences and bonus
NOTES TO THE FINANCIAL STATEMENTS
Annual Report 2015 51
UNIWORTH
UNIWORTHLIMITED
ii) Long Term Employees Benefits a) Defined contribution Short Term Employees Benefits to ESIC (employees State Insurance
Corporation) and Provident Fund Schemes This contribution is recognized during the period in which employee renders service
b) Defined Benefit Scheme For defined benefit scheme the cost of providing benefit is determined using the projected unit credit method with actuarial valuation being carried out at each balance sheet date The retirement benefit obligation recognized in the balance sheet represents the value of defined benefit obligation as reduced by fair value of planned assets Actuarial gain and losses are recognized obligation in full during the period in which they occur
c) Leave encashment is determined on accrual basis J RECOGNITION OF INCOME AND EXPENDITURE Items of Income and Expenditure are recognised on accrual basis K SALES Sales are inclusive of Job Processing charges and exclude Inter Unit transfer claims etc L FOREIGN EXCHANGE TRANSACTIONS a) Assets and Liabilities relating to Foreign Currency outstanding at the year-end are translated at the
year-end rates b) Purchases and Sales are accounted for at average rates of exchange prevailing in the month
immediately preceding the month of transactions and the difference on account of foreign exchange fluctuation on the date of actual paymentrealization are treated as foreign exchange gainloss
M SEGMENT REPORTING The accounting policies adopted for Segment Reporting are in line with the accounting policies of the
company Revenue and Expenses have been identified to Segments on the basis of their relationship to the
operating activities of the segment Revenue and Expenses that relate to the enterprise as a whole and are not allocable to segment on a reasonable basis have been included under ldquoOthersrdquo
N TAXATION Current Tax is determined on the basis of the amount of tax payable under the Income Tax Act 1961
if any Deferred Tax LiabilitiesAssets subject to consideration of prudence are recognized and carried forward only when there is reasonable certainty that sufficient taxable Income will be available against which such Deferred Tax Liabilities Assets can be adjusted
O PROVISIONS AND CONTINGENT LIABILITIES The company recognizes a provision when there is a present obligation as a result of a past event that
probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may but probably will not require an outflow of resources Where there is possible obligation or a present obligation and the likelihood of outflow of resources is remote no provision or disclosure for contingent liability is made Contingent liabilities are generally not provided for in the accounts and are disclosed separately in Notes on Accounts
P EARNING PER SHARE Basic earning per share is calculated by dividing the net profit or loss for the period attributable to
equity shareholders by weighted average number of equity shares outstanding during the period The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for the events such as bonus share other than conversion of potential equity shares that have changed the number of equity shares outstanding without a corresponding change in resources For the purpose of calculating diluted earning per share the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares
NOTES TO THE FINANCIAL STATEMENTS
Uniworth Limited52
UNIWORTH
UNIWORTHLIMITED
NOTES TO THE FINANCIAL STATEMENTS2 Share Capital
Particulars 2014-15 2013-14a) Authorised
40000000 Equity Shares of ` 10- each (Previous Year 40000000 Equity Shares of ` 10- each)
400000 400000
900000013 Non Convertible Cumulative Redeemable Preference Shares of ` 100- each (Previous Year 9000000 Preference Shares of ` 100- Each)
900000 900000
Total 1300000 1300000 b) IssuedSubscribed amp Paid Up
33986243 Equity Shares of ` 10- each (Previous Year 33986243 Equity Shares of ` 10-each)
339862 339862
Preference Shares of ` 100- each (Previous Year 600000 13 Non Convertible Cumulative Redeemable Preference Shares of ` 100- each)
60000 60000
Total 399862 399862
c) Reconciliation of the number of Equity Shares Outstanding
Particulars 2014-15 2013-14Nos Nos Nos Nos
Number of Shares outstanding at the beginning of the year
33986243 33986243
Number of Shares outstanding at the end of the year
33986243 33986243
d) Reconciliation of the number of Preferance Shares Outstanding
Particulars 2014-15 2013-14Nos Nos Nos Nos
Number of Shares outstanding at the beginning of the year
600000 600000
Number of Shares outstanding at the end of the year
600000 600000
e) Shares in the Company held by each Shareholders holding more than
Name of Shareholders Number ofShares held
of Shareheld
Number ofShares held
of Shareheld
Nos Nos Nos NosAviante International Limited 6924975 2038 6924975 2038
f) Rights Preferances and Restrictions attached to Shares Issued
Each Equity Shareholder holding shares of ` 10- each is eligible for one vote per share held and is entitled to dividend when proposed by the Board of Directors subject to the approval of the sharesholders in the Annual General Meeting Each Equity Shares holders is entitled to participate in repayament of Capital on liqudation after all secured creditors have been paid
(` in 000rsquos)
Annual Report 2015 53
UNIWORTH
UNIWORTHLIMITED
Note 13 Non Convertible Cumulative Redeemable Preference Shares have already matured for redemption
completely by 12th December 2002 as per terms of redemtion However no part of this Share Capital amount could be redeemed by the aforesaid date The Company has received during the year 2010-11 a letter from IDBI The holders demanding forthwith the payament of the entire amount due on redemption togathet with the dividends due thereon
However the matter is pending restructuring of loans due to banks and financial institutions
3 Reserve amp Surplus
Particulars As at 31st March 2014
Addition Deduction As at 31st March 2015
a) Capital Reserve-Cpital Subsidy 6030 - - 6030
b) Securities Premium Account 406046 - - 406046
c) Debenture Redemption Reserve 87000 - - 87000
d) SurplusLoss (9585820) (464505) - (10050325)
(9086744) (464505) - (9551249)
4 Long Term Borrowings
Particulars 2014-15 2013-14a) Bonds Debentures
Secured4050990 125 Non Convertible Part-C Debentures of Rs50- each (Previous Year 4050990 Non Convertible Part-C Debentures of ` 50- each)
190060 190062
Less Unpaid Matured Debentures 190060 - 190062 -Terms of repayment Non - Convertible Part - C of the Debentures of ` 50 each Redeemable at par as per the terms of the issue in three equal instalments on 2341999 2342000 amp 2342001Security The debentures together with interest etc are secured by first mortgage and charge on all the companyrsquos immovable and movable assets both present and future and charge on current assets subject to prior charge createdto be created thereon in favour of the Companyrsquos Bankers for securing borrowings for Working Capital Requirements in the ordinary course of business The mortgage and charge referred to above shall rank pari passu with the mortgages and charges created to be created in favour of the Financial Institutions
(` in 000rsquos)
(` in 000rsquos)
Uniworth Limited54
UNIWORTH
UNIWORTHLIMITED
Particulars 2014-15 2013-14b) Term Loan
From Banks Financial InstitutionsSecured Rupee Loan 1893181 1893181
Foreign Currency Loan 1094029 1053602
2987210 2946783
Less Overdue portion of Rupee amp Foreign Currency Loan (Refer Note 9 (d)]
2987210 - 2946783 -
Terms of RepaymentAs per original agreement all the Term Loans have Become due for repaymentHowever the companyrsquos negotiation with term lenderrsquos for the re-schedulingrestructuring is in process
Nature of SecurityThe Term Loan from Financial InstitutionsBanks are secured to be secured by a first mortgage and charge on all the Companyrsquos immovable and moveable assets of the Company both present and future and charge on current assets subject to prior charge created andor to be created thereon to secure borrowings for Working Capital Requirements in the ordinary course of bussiness The mortgage and charge referred to above shall rank pari passu interse
Total - -
Notes 1) The company being a sick industrial undertaking could not redeem debentures amp interest thereof as per
the terms of issue which will be dealt properly in the restructuring scheme Accordingly no transfer has been made to the Account of Investor amp Protection fund
2) Following the declaration of the Company as a Sick Industrial undertaking by the Board for Industrial and Financial Reconstruction (BIFR) vides its Order dated 30012006 in terms of Section 3 (1) (A) of the Sick Industrial Companies (Special Provisions) Act 1985 and also athe appointment of Industrial Development Bank of India as the Operating Agency for preparation of a viability study report to revive the Company Appeals against the said order were preferred by some of the secured lenders as well as the Company before the AppellateAuthority for Industrial amp Financial Reconstruction (AAIFR) The said appeals were taken up and adjudicated and vide its order dated 05122007 AAIFR has remanded the case back to BIFR with a direction to reconsider the earlier references of the company on the basis of its earlier Balance Sheets also During the year 2010-11 in one of the appeals pending before AAIFR and in pursuance of ARCILrsquos application AAIFR has opined that in veiw of the actions taken by ARCIL under Section 13 (4) of SARFAESI Act the reference filed by the Company stood abated in one of the appeals pending before AAIFR under the proviso to Section 15(1) of SICA
Following the reference application filed by the company having stood abated under the proviso to Section 15(1) of SICA ARCIL has asked Indoworth to handover to them the possession of assets of the company covered by the security
(` in 000rsquos)
Annual Report 2015 55
UNIWORTH
UNIWORTHLIMITED
However matter is subjudice in a suit before the Kolkata High Court and necesssary adjustments would be made in the financial statements if required consequent to the final outcome of the proceedings Pending the above the financial statements have been drawn up on Going Concern basis as the Management is of the view that the going concern assumption is not vitiated for the reason as stated above
3) Under the provisions of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) ARCIL has taken over possession of the secured assets of the Companyrsquos plants during the Financial Year 2008-09 and has appointed Indoworth India Ltd as the Custodian of such assets
The Companyrsquos business continued since the aforesaid take over as usual However the matter is subjudice in a suit before the Calcutta High Court and necessary adjustments in the financial statements if required would be made upon final adjudication of the proceedings However these Accounts have been prepared on a Going Concern basis as the Management is of the view that the Going Concern assumption is not vitiated for the reason as stated above
4) The outstanding balance of Term Loans from Financial Institutions and some of the banks are subject to receipt of confirmation statements which couldnot be avialable due to restructuring in progress
5 Other Long Term Liabilities
Particulars 2014-15 2013-14MP Houshing Board 23331 23331
Electricity Duty 18569 18569
Water Charge 756 42656 756 42656
Selling Commission and Claim amp Discount 183317 170586
Security Deposit 850 850
Others 852 871
Total 227675 214963
6 Long Term Provisions
i) Provision for Employees BenefitsGratuity 37826 30090
Leave Encashment 8954 46780 7497 37587
ii) OthersProvision for Commission on Export Bills 325093 325093
Provision for Sales Claim on Export Bills 547135 872228 547135 872228
Total 919008 909815
Notes The final settlement in respect of sales claims amp commissions provided during the year 2002-03 for ` 872228 lacs is still pending amp the necessary adjustment for such claim amp commissions will be made after finalisation on receipt of necessary approval from the concerned regulatory authorities
(` in 000rsquos)
Uniworth Limited56
UNIWORTH
UNIWORTHLIMITED
NOTES TO THE FINANCIAL STATEMENTS7 Short Term Borrowings
Particulars 2014-15 2013-14a) Loan Repayble on Demand
i) From BanksSecured Packing Credit 659787 659787
Foreign Bill Discount 1311299 1971086 1311299 1971086
Unsecured Book Overdraft From Banks 917455 917455
Nature Security The Working Capital from banks are secured to be secured by first charge by way of hypothecation on the Companyrsquos stocks of Raw Materials Consumables stores Semi-finished and Finished Goods and book debts present and future and Second and sub-servient mortgage and charge created to be created on the companyrsquos immovable and movable assets present and future subject to first mortgage and charge created to be created thereon in favour of lenders of Term Loans amp Debentures
b) Deposit UnSecured - 135
Others
Total 2888541 2888676
Note The outstanding balance of borrowings from the banks for Working Capital Loans and Overdraft are subject to receipt confirmationstatements which could not be available due to restructuring being in progress
8 Trade Payable
Particulars 2014-15 2013-14Import
3295172
3022729
Local 72729 91520
Total 3367901 3114249
(` in 000rsquos)
Annual Report 2015 57
UNIWORTH
UNIWORTHLIMITED
Particulars 2014-15 2013-14Note 1) Amount dues to suppliers which are subject to
cnfirmation of the parties2) There are certain cases pending in appropriate
court regarding goods supplied by various creditors which are being disputed by the company Advance given to them will be adjusted once the cases are disposed off and settled
3) The Company has amounts due to suppliers under the MicroSmall and Medium Enterprises Development Act 2006 (MSMED Act) as at 31st Marchrsquo 2015 as under
The Principal amount and Interest due theeon remaining unpaid to any supplier as at the end of the year
138057 11343
The amount of Interest paid in terms of Section 16 along with the amount of the payment made to the supplier beyond the appointed day during the year
- -
The amount of interest due and payble for the period of delay payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under this Act
- -
The amount of Interest accrued and remaining unpaid at the end of the year
- -
The amount of Interest remaining due and payable even in the succeeding yearsuntil such date when the interest dues as above are actualy paid to the small enterprise
- -
The information has been given in respect of the vendors to the extent they could be identified as ldquoMicro and Smallrdquo enterprise on the basis of information available with the Unit of the Company
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Uniworth Limited58
UNIWORTH
UNIWORTHLIMITED
9 Other Current Liabilities
Particulars 2014-15 2013-14a) Current Maturities of Finance Lease Obligations
Lease Rent 551 138
b) Interest Accrued and Due on Borrowings Interest on Debenture 19695 19695
Interest on Term Loan 1203259 1139767
Interest on Working Capital Loan 5374179 4986011
Interest on ARCIL 609386 7206519 524930 6670403
c) Unpaid Debentures and Interest Accrued thereonOver due unpaid matued Debenture - Refer Note 4(a) 190060 190062
d) Other PayablesOver Due portion of long Term Debentures - Refer Note 4(b)
2987210 2946783
Contribution to PF and Other Funds 1683 1633
Salary Wages amp Bonus 8309 7643
Tax Deducted at Sources 1109 856
Taxes amp duties 11676 15055
Leagal amp Professional Expenses -
Audit Fees 266 266
Power amp Fuel 10430 8216
Rent 732 3205
Selling Commission 7272 14485
Claim amp Discount -
Excise Duty 864 852
Liability for Capital Goods 122954 131829
Miscellaneous Liabilities 17267 23620
Advance credit Balance - 994
Advance From Customer 11651 12270
Total 10578553 10028310
10 Short Term Provisions
Particulars 2014-15 2013-14Others 3729 2397
Total 3729 2397
Note Based on the past experience the company has provided ` 3729 lacs (previous year ` 2397 lacs) during the year as sales claim which the management thinks adquate to meet future claims
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Annual Report 2015 59
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS11 Fixed Assets
i) Tangible Assets
PARTICULARS GROSS BLOCK DEPRICIATION NET BLOCK
Cost as at1042014
Addition during the
year
Deductionadjustment during the
year
Cost as at31032015
Upto1042014
For theYear
Deductionadjustment during the
year
Upto31032015
As At31032015
As At31032014
Free Hold Land 9742 - - 9742 - - - 9742 9742
Lease Hold Land 2425 - - 2425 490 16 - 506 1919 1935
Building 257083 - - 257083 138784 8499 - 147283 109800 118299
Plant amp Machinery 1897145 43 - 1897188 1616282 32931 - 1649213 247975 280863
Electrical Installation 47248 12 - 47260 42515 444 - 42959 4301 4733
Vehicle 3673 - - 3673 3133 253 - 3386 287 540
Furniture amp Fixtures amp off Equip
23287 843 308 23822 18442 584 67 18959 4863 4845
Total 2240603 898 308 2241193 1819646 42727 - 1862306 378887 420957
Previous Year 2239559 1049 5 2240603 1776822 42824 - 1819646 420957 -
Capital Work In Progress
7774 - 2306 5468 - - - - 5468 7774
12 Non-Current Investments
Particulars 2014-15 2013-14a) Investments in Equity instruments
Bodies Corporate Quoted Fully Paid Upi) Joiprakash Associates Ltd
625 (Previos Year 625 Equity Sharers of ` 10- each) Equity Shares of ` 10- each
17 17
ii) Uniworth International Ltd527600 (Previous Year 527600 Equity Shares of ` 10- each) Equity Shares of ` 10- each
792 792
iii) Uniworth Textiles Ltd5687500 (Previous Year 5687500 Equity Shares of ` 10- each) Equity Shares of ` 10- each
17632 18440 17632 18440
Un-Quoted Fully Paid Upi) KDL Pharma Ltd
1500000 (Previous Year 1500000 Equity Shares of 10- each) Equity Shares of 10- each (Full amount Re1-)
ii) Uniworth Power Ltd900 (Previous Year 900 Equity Shares of ` 10- each) Equity Shares of ` 10- each
iii) Uniworth Apparal Ltd2075000 (Previous Year 2075000 Equity Shares of ` 10- each) Equity Shares of ` 10- each
2075 2075 2075 2075
Uniworth Limited60
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Particulars 2014-15 2013-14b) Investments in Debentures or Bonds
Indoworth India Ltd3000000 (Previous Year 3000000 Secured Zero Coupon Debenture of ` 100- each) Secured Zero Coupon Debentures of ` 100- each
300000 300000
c) Investments in Mutual FundsQuoted Fully Paid UpUnit Trust of India 5000 units of Master Equity Plan of ` 10- each(Previous Year 5000 units of ` 10 each)
50 50
320565 320565 Less Provission for diminution in value of Investments 20499 20499 Total 300067 300067 Aggregate value of Quoted Investment 18490 18490 Market value of Quoted Investment 17902 17821 Aggregate value of Un-Quoted Investment 302075 302075 Aggregate Provission for diminution in value of Investments
20499 20499
13 Long Term Loans and Advances
Particulars 2014-15 2013-14a) Security Deposits
Secured Considered Goods 114 114 With Govt Department 24002 21828 UnsecuredConsidered Goods 34501 58617 32032 53974
b) Other Loans and Advances Secured Considered GoodsTaxes amp duties paid under Protest 10786 9524 UnsecuredConsidered Goods 10193 20979 10114 19638 Total 79596 73612
14 Inventories
Particulars 2014-15 2013-14a) Raw Materials 50430 63007 b) Work in Progress 157654 143425 c) Finished Goods 117157 149351 d) Stores amp Spares 21729 29720 e) Waste Stock 16293 12675
Total 363263 398178
Note 1 Mode of valuation - Refer Accounting Policy Note-1(f)2 Finished Goods i) Value of ` 18438 Lacs lying with thrid party ii) Value of ` 11551 Lacs under seizer of the Excise Department for a storage of Stock with a third party
without obtaining permission of the Excise Department
Annual Report 2015 61
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS15 Trade Receivables
Particulars 2014-15 2013-14Sundry Debtors UnsecuredConsidered Goods Outstanding for a period exceeding six month 6406061 5885516 Other Debts 37011 6443072 157208 6042724 Doubtful Outstanding for a period exceeding six month 1644 1644 Less Provision for doubtful debts 1644 - 1644 - Total 6443072 6042724
Note 1) Trade Recievable includes ` 204121 Lacs due from a Company which has become sick and registered with
BIFR under the Sick Industrial Companies (Special Provisions) Act 1985 Quantum of amount considered doubtful is not ascertainable at this Stage Accordingly no provision has been made in the account in this regards
2) In respect of Sundry Debtors (including Domestic sales Debtors) adjustments are pending against supplies and other liabilities etc due to the buyers Managent is confident of recovering the balance after such adjustments pending approval from concerned regulatory authority
3) Certain Debtors are subject to Confirmation4) Trade Recievable includes i) ` 369789 Lacs representing overdue Export Bills outstanding for long against which the acompany has
obtained a decree for realizing the outstanding debts over a period of time ranging up to twenty years The company has also filed an appeal for reductionvariation of the period of time
ii) ` 2709712 lacs representing overdue Export Bills outstanding for long that will be set off against import liabilities claims and commission etc of the respective parties
iii) ` 99230 lacs representing overdue Export Bills outstanding for long against which the management has taken appropriate steps for its recovery
iv) ` 13162 Lacs represanting other trade recievables outstanding for long against which the management has taken appropriate steps for recovery According no provision gas been considered necessary at this stage
16 Cash and Cash Equivalent
Particulars 2014-15 2013-14a) Balances with Banks
In Current Account 20129 10096 Margin Money 4499 4499 Fixed Deposit with Bank 446 25074 3059 17654
b) Cash on hand 278 292 Total 25352 17946
Note 1) Balances with the Bank in Current Account include Debit balances in Current Account of ` 7914 Lacs which
are subject to receipt of confirmation because of restructuring being in progress2) Fixed Deposit lodged with Bank as margin for Guarantee ` 407 Lacs and with Sales Tax Authorities ` 039
Uniworth Limited62
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTSLacs
3) During the year one of the banker of the company Axis Bank Ltd under instructions from ARCIL has made debit freeze (freezing all withdrawals ) of all current account of the company maintained with them the balance of which as per books amounted to ` 6523 lacs as on 31st March 2015As per Confirmation Certificates obtained from the Bank total balance of all such Current Accounts works out to ` 426 lacs as on 31st March 2015 in absence of any details of the withdrawalsother transactions made from such Accounts necessary entries could not be made in the books of the company
4) During the year the company opened certain new Current Accounts with Banks (other than the bankers of the Company)
17 Short Term Loans and Advances
Particulars 2014-15 2013-14a) Loans and Advances to Related Parties
Unsecured Considered GoodUniworth Textiles Limited 126226 132487 Doubtful Uniworth Apparel Ltd 129316 129316 Less Provission for Doubtful Advance 129316 - 129316 -
b) Others Secured Considered Good UnsecuredConsidered Good Loans to Bodies Corporates 21680 21680 Interest Receivable 10417 10417 Advance to Suppliers 20707 16632 Vat Receivable Cenvat Rebate Recievable 9184 8635 TDS Receivable 3482 3045 Focus Market Recievable 1917 Excise Duty Advance ( PLA ) 14 Service Tax amp Ed Cess Receivable 634 2422 DEPB Receivable 6 6 Duty Draw Back Receivable 720 2085 CST Refund Claim Receivable - 477 ADVANCE FBT REFUNDABLE 67 67 Claims Receievable from Banks 68936 68936 Prepaid Expenses 1042 1169 Miscellaneous Advances 378446 517252 347375 482946 Doubtful Loans to Bodies Corporates 69065 69065 Less Provision for Doubtful Advance 69065 - 69065 - Total 643478 615433
Note
Annual Report 2015 63
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS1) Claim receivable of ` 68936 lacs due from various banks on account of excess interest charged by them in
earlier years are subject to confirmation No provision has been made there against2) Short Term Loans and Advances includes ` 132709 Lacs which have become sick and referred to BIFR under
the Sick Industrial Companies (Special Provisions) Act 1985 Quantum of amount considered doubtful is not ascertainable at this Stage Accordingly no provision has been made in the account in this regards
3) Advance includes ` 314473 Lacs due from a party which in opinion of the Management is considered t be fully recoverable
4) Advance includes ` 010 Lacs due from a director (Max Amount at any time during the year ` 108 Lacs)5) Certain Advances are subject to Confirmation
18 Other Current Assets
Particulars 2014-15 2013-14Transfer of Fixed Assets 594837 594837 Total 594837 594837
Note The adjustment of ` 594837 lacs pertaining to transfer of Fixed Assets of the company in earlier years under scheme of demerger is still pending and will be dealt in restructuring Scheme19 Contingent Liabilities and Commitments (To the extent not provided for)
i) Contingent Liabilities a) Claim against the company not acknowledged as
debt b) Guarantees 767629 767742 c) Other money for which the company is contingently
liable - Letter of Credit 9882 9882 - Arrear Dividend on 13 Non Convertible Cumulative Redeemable Preference Shares (Refer Note 2 (b)) 38224 38224 - Entry Tax 8858 8858 - Central Commercial Sale Tax Demands 20463 20463 - Excise Demands 104329 127129 - Interest on Lease rent 473 - TDS Demand Default 923 - Custom Demands 46922 25200 - Professional TaxLabour CasesWater Cess etc 985 981 - Electricity Duty 11545 242604 115450 346187 Total 1010233 1113929
Note 1) Claims Disputed liabilities not acknowledged as debtthe amount of which is not ascertained2) Gaurantees include Corporate Guarantees ` 7000 lacs ( Previous Year ` 7000 lacs) given by the Company
to financial Institutions and Banks for granting Term Loans and Working Capital Loans to certain Body Corporates
Uniworth Limited64
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS20 Other Income
2014-15 2013-14a) Interest Income (TDS ` 48052- PY ` 852437-) 2699 2299 b) Other Non - operating Income (Net) 31196 233014
Total 33895 235313
21 Cost of Materials Consumed
a) Raw Materials 652552 724694 Total 652552 724694
22 Change in Inventories
a) Closing StockFinished Goods 117157 149352 Work in Progress 157654 143425 Waste 16293 291104 12674 305451
b) Opening StockFinished Goods 149352 117114 Work in Progress 143425 167480 Waste 12674 305451 12558 297152 Total 14347 (8299)
23 Finance Cost
a) Interest Expense 536119 536116 Total 536119 536116
Notes 1 Interest provision on borrowing from some of the institutions and banks has been made in the accounts at
prevailingestimated rates on simple interest basis applicable on such loans The impact of compound interest Penal charges wherever applicable could not be ascertained Besides there is dispute between the Company and BankersCreditors over the issue of charging interest and payment to the BankersCreditors of interest and principal amountThe BankersCreditors have approached appropiate court of law for recovery of its due which is being defended by the Company
2 Pending restructuring interest provision on certain loansborrowings has not been made and impact of the same is not presently ascertainable
24 Other Expenses
Particulars 2014-15 2013-14Stores amp Spare parts Consumption 132265 105108 Rent 2281 1873 Rates amp Taxes 9476 4298 Insurance 1570 1074 Power amp Fuel 132683 107966 Repairs amp Maintanance 5228 5997 Bank Charges 388 484
Annual Report 2015 65
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Particulars 2014-15 2013-14Travelling amp Conveyance 8472 7678 Directors Fees 34 40 Payment to Auditors 310 316 Brokarage amp Commission 31788 21295 Legal and Professional Expense 11176 10551 Postage and Telegram 3528 2066 Stock Echange Listing Fees 171 - Sundry Balnces woff 152 - Freight amp Forwarding 8961 5847 Previous Year Adjustment 27401 2680 Net Loss on Foreign Currency Exchange - 94977 Miscellaneous Expenses 48422 34250 Total 424306 406500
25 Additional Information
1 (a) Employees Benefits Expense Salaries and Wages 121483 120642 Contribution to Providend Fund and Other Fund 18697 8540 Staff walfare Expense 10960 10601 Total 151140 139783
Note Salary and Wages includes payment to a whole time director remuneration (b) Depriciation and Amortizartion Expense
Tangible Assets 42727 42824 Intangible Assets - Total 42727 42824
(c) Payments to Auditors Audit Fees 225 225 Taxation Matter 30 30 Other Services 30 37 Reimbursement Of Expenses 25 24 Total 310 316
(d) Exceptional and Extra Ordinary Items i) Extra Ordinary Item Impairment of Capital Work in Progress 1639 1639 Total 1639 1639
(e) Prior Period Items Previous Year Adjustment 27401 2680 Total 27401 2680
Uniworth Limited66
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Particulars 2014-15 2013-14 Qty Value (`
In lacs) Qty Value (`
In lacs) 2 a) Raw Material consumption (Under Broad Head)
i) Scoured Wool Wool Top 395824 3288 394649 2810 ii) Polyester Tow Tops 352452 545 244445 340 iii) Silk Tops 237671 2605 236291 3993 iv) Others 118274 87 141371 104 Total 1104221 6526 1016756 7247
b) Goods Purchased under broad head 9521 333 241 3 Total 9521 333 241 3
3 Work In Progress under broad headWool Tops 93757 919 75885 577 Polyester Tops 32668 109 45001 113 Waste 6805 34 120 1 Acrylic tops - - 493 1 Others 24688 515 32767 742 Total 157918 1577 154266 1434
4 a) Value of imports calculated on CIF basis by the company during the financial year in respect of -I Raw Materials 1159 130998 II Componants and Spare Parts 16916 20704 III Capital Goods - 18075 - 151702
b) Expenditure in Foreign Currency during the financial yearI Travelling - 334 II Commission to Selling Agent 39926 9129 III Others - 516
c) Total value of Imported and Indigenous materials consumedI Raw Material
Imported 1487 144509 Indigenous 651065 652552 580185 724694 Total 652552 724694
II Spare Parts and ComponantsImported 9319 19606 Indigenous 122946 132265 85502 105108 Total 132265 105108
d) The amount remited during the year in foreign currency on account of dividends to Non- Resident Shareholders
Annual Report 2015 67
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
e) Earnings in Foreign ExchangeI Export of Goods calculated on FOB Basis 125682 77602 II Royalty Know-how Professional and
Consultation FeesIII Interest and DividendIV Other Income
Note Including deemed export ` 110538 lacs (Previous year ` 149115 lacs)26 Managing Whole Time Executive Directorsrsquo Remuneration
(` In Lacs) (` In Lacs) Salary 600 1056 Allowances 209 629 Perquisites 065 078 Total 874 1763
27 Related Party disclosure as required by AS ndash 18 ldquoRelated Party Disclosurerdquo are given below a) Relationship Associates Uniworth Textile Ltd Uniworth Power Ltd Uniworth Apparel Ltd Aviante International Ltd Key Management Personnel Mr S N Shenwai b) Transactions with Related parties (` in Lacs)
Associates2014-15 2013-14
Purchase of Goods Sales of Goods 111555 100613 Services Rendered Enjoyed 14237 3278 Payment made to the Key Management Pesonnel of an Associate - 834 Loans amp Advances -Given during the yr 15961 13839 -Received during yr 21362 17310 -Balance 310315 (including receivables) 425051 132488 Guarantee Given 700000 700000
c) Transactions with Key Managemnt Personnel
Loans amp Advances Given During the year - 430 Received during the year 098 - Balance as on 31032015 010 430
d) Balance of ` 425051 lacs with Uniworth Textiles Limited (Related Party) as at 31st March 2015 is under reconciliation
Uniworth Limited68
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS28 Based on the guiding principles given in Accounting Standards on ldquoSegment Reportingrdquo (AS-17) the Companyrsquos
primary business segment is Wool and Silk business
Segment wise Revenue Results and Capital Employed under Clause 41 of the Listing Agreement for the year ended 31st March 2015
(` In Lacs) (` In Lacs)
2014-15 2013-14 A Primary Segment
a) Segment Revenue (Net SalesIncome) i) Segment ndash Wool 766964 595091 ii) Segment ndash Silk 590799 560884 iii) Others
1357763 1155975 Less Inter-Segment Revenue ndash ndash Net SalesIncome from Operations 1357763 1155975
b) Segment Results Profit (+)Loss ( - ) ( Before Tax and Interest from each Segment)
Segment ndash Wool 6514 36524 Segment ndash Silk 66739 48950 Others
73253 85474 Less Interest (Net) 536119 536117 Add Other Un-allocable income net of un-allocable expenditure
(1639) (1639)
Total Profit(Loss) before Tax (464505) (452282)
c) Net Segment Assets (Segment Assets less Segment Liabilities) Segment Assets Segment Liabilities
2014-15 2013-14 2014-15 2013-14 i) Segment ndash Wool 77801 74360 80802 77361 ii) Segment ndash Silk 7538 7387 7538 7387 iii) Others iv) Unallocable assets amp liabilities 3001 3001 ndash ndash
Total 88340 84748 88340 84748
Net Segment Assets 2014-15 2013-14
(3001) (3001) ndash ndash ndash ndash
3001 3001 ndash ndash
(` in 000rsquos)
Annual Report 2015 69
UNIWORTH
UNIWORTHLIMITED
d) Capital Expenditure (including Capital work in progress amp Depreciation) Capital Expenditure Depreciation
2014-15 2013-14 2014-15 2013-14 Segment ndash Wool 9 10 390 390 Segment ndash Silk ndash 1 37 38 Others Total 9 11 427 428
B) Secondary Segment Segment ndash Wool Segment ndash Silk
Geographical Distribution of Segment Revenues
2014-15 2013-14 2014-15 2013-14
India 6243 5190 5908 5609 Outside India 1427 761 - - Total 7670 5951 5908 5609
29 Employee benefits (Revised Accounting Standard 15)
a) Defined Contribution Plan
The company makes contribution towards Provident Fund and ESIC to a defined contribution retirement benefit plan for qualifying employees
The Provident Fund plan is operated partly by RegionalProvident Fund Commissioners and partly by an independent Trust ESIC by Government agencies Under the said schemes the company is required to contribute a specific percentage of pay roll costs in respect of eligible employees to the retirement benefit scheme to fund the benefits
During the year the company has recognised ` 6405 lacs for Provident fund contribution Rs 1898 lacs for ESIC The Contribution payable to these plans by the Company is at the rates specified in the rules of the scheme
b) Defined Benefit Plans
i) The plan provides for a lump sum payment to vested employees upon retirement death while in employment or on termination of employment of an amount equivalent to 15 days basic salary payable for each completed year of service Vesting occurs upon completion of five years of continuous service
ii) The employees of the company are eligible for encashment of leave upon retirement up to 30 days for each year (Maximum 120 days) Leave is accounted for on accrual basis
NOTES TO THE FINANCIAL STATEMENTS (` in 000rsquos)
Uniworth Limited70
UNIWORTH
UNIWORTHLIMITED
(` in Lacs)
Gratuity(Infunded)
31-03-15 31-03-14A Expenses recognised in the Statement of Profit amp Loss Account for
the year ended 31032015 i) Current Service Cost 1492 852 ii) Interest Cost 2407 1949 iii) Expected return on planned Assets - - iv) Actuarial (gain)loss 4798 5358 v) Past Service Cost vi) Effect of any curtailment settlement vii) Unrecognised defined benefit Plan viii) Expenses recognised in the Profit amp Loss Ac 8697 8159
B Net (Asset) Liabilities recognised in the Balance sheet as at 31st March 2015 i) Present Benefit of defined benefit Obligation 37826 30089 ii) Fair Value of planned Asset iii) Net (Asset) Liabilities recognised in the Balance sheet 37826 30089
C Changes in the Present value of defined benefit obligation during the year ended 31st March 2015 i) Present Value of defined benefit obligation as at 1st April 2014 30089 22931 ii) Current Service Cost 1492 852 iii) Interest Cost 2407 1949 iv) Actuarial (gain)loss 4798 5358 v) Benefit Paid (960) (1001)
Present value obligation as at 31st March 2015 37826 30089 D Principal Actuarial Assumption Used
Discount rates as at 31st March 2015 800 850Expected Return on Planned Asset NA NA Expected Salary Increase rate 600 600Mortality Rate LIC
(2006-08) (Mortality
Table)
LIC (1994-95) (Mortality
Table)
E Reconciliation of Net Assets Liability recognized in the Balance Sheet as on 31st March 2015 Net Assets (Liability) recognized in the Balance Sheet as at 31st March 2014
30089 22919
Employerrsquos Expenses 8697 8171 Employerrsquos contributions (960) (1001)Net Assets Liability) recognized in Balance Sheet as on 310315 37826 30089 Note Above information have been compiled on the basis of certificate issued by the Actuaries
Annual Report 2015 71
UNIWORTH
UNIWORTHLIMITED
30 With the introduction of the companies Act 2013 with effect from 1st Arpil 2014 adoption of Schedule - II of the said Act regarding calculation of depreciation based on estimated Useful Life of each tangible asset has become mandatory from that date However as the companyrsquos Fixed Assets Register has not yet been fully updated with regard to estimated useful life of each asset calculation of depreciation as per schedule -II could not be made by Company during the year This tantamount to non- compliance of mandatory requirements of the Companies Act 2013 read with Accounting Standard (AS) 6 Depreciation Accounting Effect of such non-compliance on the Financial Statements of the Company is not presently ascertainable
31 The Company has not recognized Deferred Tax Assets (Net) as per Accounting Standard ndash 22 regarding ldquoAccounting for Taxationrdquo estimation of future in view of consistent losses and of uncertainty regarding Profit with reasonable certainty
32 Certain Banks and Financial Institutions have taken legal recourse for recovery of their dues from the companyLoans and Advances includes Rs 150 lacs deposited with the Banks in the name of advocates on record for both parties as per order of Honrsquoble Kolkata High Court in case of litigation with the Bank
33 Due to non-completion of certain technical formalities certain borrowing facilitieswhich were to be transferred to a body corporate pursuant to the original scheme of restructuring could not be made
34 The company has applied from time to time to The Reserve Bank of India for extension set off of certain over- due bills approval of which is still awaited
35 In preparation of these Accounts cognizance has not been taken by the Company of a Debit Note sent by a body corporate in an earlier year indicating the unilateral transfer back by the said body corporate of all the assets which were transferred to them on 01042000 together with all existing and underlying securitiescharges as part of the restructuring scheme formulated by ICICI in view of the various judicial proceedings pending at this juncture However the Company has been legally advised to deal with the above transfer back only after final disposal of the process of adjudication by the Court
36 Export obligation for the assets acquiredtaken on lease without payment of applicable duties lies with the Company under the provisions of the Exim Policy (Amount unascertained)
37 Discounts commission amp other selling expenses include commission Rs 23591 lacs (Pr year Rs 13381 Lacs)
38 Claims had been filed against the Compamy by a body corporate amounting to Rs 21625 Lacs for non fulfillment of certain clauses of an agreement relating to transfer of Nagpur Unit to them in respect this we are unable to express our opinion on liablities that may arise eventualy on finalistion of suit
39 Earning Per Shares (Rs in 000rsquos)
2014-15 2013-14a) Net Profit(Loss) after tax available for equity shareholders (464505) (452282)b) Weighted average number of Basic Equity Shares of Rs10- each
outstanding during the year (Noof shares) 33986243 33986243
c) Weighted average number of Diluted Equity Shares of Rs10- each outstanding during the year (Noof shares)
33986243 33986243
d) Basic Earning Per Shares (Rs) ab (1367) (1331)e) Diluted Earning Per Shares (Rs) ac (1367) (1331)
Uniworth Limited72
UNIWORTH
UNIWORTHLIMITED
40 The previous yearrsquos figures have been reworked regrouped rearranged and reclassified wherever necessary and practicable Amounts and other disclosures for the preceding year are included as an integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Annual Report 2015 73
UNIWORTH
UNIWORTHLIMITED
If undelivered please return to UNIWORTH LIMITEDlsquoGreen Acresrsquo2 Nazar Ali Lane Flat - 4AKolkata - 700 019
UNIWORTH LIMITED CIN L17299WB1988PLC044984
Registered Office Green Acres 2 Nazar Ali Lane Flat-4AKolkata ndash 700 019 Telephone (033) 4006 1301 Email uniworthlimitedgmailcom
ELECTRONIC VOTING PARTICULARS
EVEN (Electronic Voting Event Number) User ID Password
Note Please read the instructions printed in the Notes of the Notice of AGM before exercising the vote
ATTENDANCE SLIP IWe hereby record myour presence at the 27th Annual General Meeting of the Company held on Tuesday September 29 2015 at 1030 AM at Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046
Folio NoDP ID amp Client ID Share Holding Serial No Name Name(s) of Joint Holder(s) if any
Address
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip Proxyrsquos Name in Block Letters MemberrsquosProxyrsquos Signature Note Please bring the Attendance Slip duly signed to the meeting and hand it over at the Entrance of the Meeting Hall UNIWORTH LIMITED PROXY FORM MGT-11
CIN L17299WB1988PLC044984 Registered Office Green Acres 2 Nazar Ali Lane Flat-4AKolkata ndash 700 019 Telephone (033) 4006 1301 Email uniworthlimitedgmailcom
[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies (Management and Administration) Rules 2014]
Name of the Member(s) Registered Address E-mail ID Folio NoDP ID amp Client ID IWe being the Member(s) of Uniworth Limited holdinghelliphelliphelliphelliphelliphelliphelliphelliphelliphellipEquity Shares of the above named Company hereby appoint
1) Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipAddresshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipE-mail ID helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip or failing himher
2) Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipAddresshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipE-mail ID helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip or failing himher
3) Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipAddresshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipE-mail ID helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip or failing himher
as myour Proxy to attend and vote (on a poll) for meus and on myour behalf at the 23rd Annual General Meeting of the Company to be held on Tuesday September 29 2015 at 1030 AM at Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046 at any adjournment thereof in respect of following resolutions
S No Resolutions
Ordinary Business
1 Adoption of Audited Financial Statements of the Company for Financial Year ended 31st March 2015 Reports of the Board of Directors and Auditors thereon
2 Re-appointment of Mr S N Shenwai (DIN 01716415) who retires by rotation
3 Appointment of Auditors and to fix their remuneration
Special Business
4 Appointment of Mr Tara Chand Jain (DIN 07144151) as an Additional Director
5 Appointment of Mr K Jhunjhunwala (DIN 00035091) as an Independent Director
6 Appointment of Mrs Silpi Chakraborty ( DIN 06923695) as an Independent Director
Signed this helliphelliphelliphellipday of helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip2015 Signature of Shareholder(s)helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature of Proxyholder(s)helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip
Notes 1 This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the AGM
2 For the Resolutions Explanatory Statement and Notes please refer to the Notice of Annual General Meeting of the Company 3 A proxy need not be a member of the Company
Affix Revenue Stamp
i
FORMB
Format of covering letter of the Annual Audit Report to be filed with the Stock Exchange
1 I Name of the Company Uniworth Limited
2 I Annual Financial Statements for the Year 31st March 2015 ended
3 I Type of Audit Qualification 1 Footnote (i) to Note No 23 regarding interest bull provision on borrowings from some of the institutions and banks which has been made in
the financial statements under simple interest method at the prevailing estimated rates applicable on such loans in absence of relevant documentsconfirmations as a result of which impact of compound interestpenal charges wherever applicable having not been ascertained as well as the note therein regarding the matter of dispute between the Company and the BankersCreditors in connection with charging of interest payment and payment of principal
2 Footnote No (ii) to Note No 23 regarding nonshyprovision of Interest on certain loans and the impact of the non-provision is not presently ascertainable
3 Footnote No 4 (i) (ii) and (iii) of Note No 15 regarding overdue Export Bills amounting to Rs 3178731 lacs outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
4 Footnote 1 of 17 regarding Claims Receivable amounting to Rs 68936 lacsdue from various banks outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
5 Footnote 3 of Note No 17 regarding advance of Rs 314473 lacs due from certain parties which in our opinion are considered doubtful of recovery against which adequate provision has not been made
6 Footnote 3 of Note No 16 relating to nonshyaccounting of withdrawals other transactions from certain Bank accounts during the year due
to rpasons stated on the said Note 16 (3) 7 Note No 30 regarding nun-compliance or
Accounting Standard (AS) 6 Depreciation Accounting due to non-adoption of Schedule - II of the Companies Act 2013 and also nonshycompliance of mandatory Accounting Policy for Depreciation required to be followed by the Company due to reasons stated in the said Note
8 In absence of any workings for impairment of assets as per Accounting Standard (AS) 28 Impairment of Assets the impact of such impairment is not ascertainable
9 Non-provision I non-compliance of Items indicated in (1) to (8) above constitute a departure from the Accounting Standards referred to in Section 133 of the Act Without considering Item Nos (1) (2) (6) (7) and (8) above whose impact on the Companys Statement of Profit and Loss is presently nonshyascertainable had the provisions indicatprI in Item Nos (3) to (5) been made (i) the Loss for the year would have increased by Rs 3562140 lacs
(ii) Trade Receivables would have decreased by Rs 3178731 lacs
(iii) Shott Term Loans and Advances would decreased by Rs 383409 lacs
(iv) The Shareholders Fund would have been lower by Rs 3562140 lacs
In our opinion and to the best of our information and according to the explanations given to us except for the like effects of the matters described in the Basis for Qualified Opinion paragraph above the aforesaid Financial Statements give the information required by the Act in the manner so required and give a true and
fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2015 and its loss and its cash flows for the year ended on that date
We draw your attention to the following matters in the Notes to the Financial Statements
1 Following Notes to the Financial Statements describe the uncertainty related to the outcome of the lawsuits lother legal matters and matters under settlements indicated therein
~~-~ or ~r gt
~~I(J~ IOfl1)
I (a)Footnote (2) to Note No4 regarding legal issues
following securitization of Secured Loans as stated in the said Note
(b)Footnote (2) of Note No 15 regarding pending adjustments of Sundry Debtors against supplies and other liabilities etc due to the buyers In absence of final settlement with the parties and non-receipt of necessary approval from concerned regulatory authority extent of the amount of adjustments so required could not be ascertained
(c) Footnote to Note No 6 regarding estimated amount of Rs 872228 lacs provided during the year 2002-03 as sales claims and commissions relating to earlier years from overseas customers of the Company which is pending for final settlement Necessary adjustments for such claims and commissions will be made after final settlement and obtaining necessary approval frommiddot the concerned regulatory authority
(d)Footnote 1 of Note No 15 and Footnote 2 of Note No 17 regarding Debtors and Advances amounting to Rs 145362 lacs and Rs 138719 lacs respectively relating to Companies which have become Sick and referred to BIFR under the Sick Industrial Companies (Special Provisions) Act 1985 As the rehabilitation scheme of these companies are pending finalisation the amount of provision if any which may be required remain unascertainable
(eNote No 32 regarding legal recourse taken by certain banks and financial institutions for recovery of their dues and the matter is sub-judice as stated in the said Note
(f) Note No 33 regarding non-compliance of certain technical formalities due to which transfer of certain borrowing facilities to a body corporate could not be made
(g)Note No 34 regarding applications made by the Company with the Reserve Bank of India from time to time for extension I setting off of certain overdue bills
(h)Note No 35 regarding Debit Note sent by a body corporate in an earlier year for unilateral transfer back of all assets not taken into cognizance by the Company in preparing these Financial Statements as stated in the said Note
~o(r_~-~ _( l~ I ))() C
Jflt ~
(i) Note No 38 regarding claims filed by a body mrporate for Rs 21625 lacs for non-fulfilment of clauses of the agrppment relating to transfer of Ilagpur Unit to them outcome of which would eventually arise on finallsation of suit
(j) tvlatters disclosed in Note No 19 relating to Entry Tax CentralCommercial Sales Tax Demands Customs Demands Professional TaxLabour casesWater Cess Electricity Duty etc disclosed under Contingent Liabilities which are contested by the Company and pending before various forums authorities for final decisions
2 Note No 4 (Footnote 4) Note No 7 (Footnote) and Note No 16 (Footnote 1) to the financial statements regarding non-receipt of confirmations in respect of borrowings from banksFinancial Institutions and also debit balances in certain current accounts with banks due to restructuring being in progress book balances thereof have been relied upon
3 Note No 27 (d) regarding balance with a related party under reconciliation
4 Footnote 2 amp 3 of Note No 4 to the financial statements regarding preparation of these financial statements on Going Concern basis for the reasons stated therein as also the fact that the Company has accumulated losses and its net worth has been fully eroded Further the Company has incurred net loss during the current and previous years and the Companys current liabilities exceeded its current assets as at the Balance Sheet date These conditions along with other matters set forth in Notes to Financial Statements indicate the existence of a material uncertainty that may cast significant doubt about the Companys ability to continue as a going concern
Our opinion is not modified in respect of these matters
Frequency of Qualification I Yearly Draw attention to relevant notes in the IThe Company has adequate system of internal Annual Financial statements and
4
controls to ensure that all assets are safeguarded and I
protected against loss and that all transactions are in the Directors Report management response to the qualification
authorized recorded and reported correctly TIle systems are designed to support the reliability of the financial and other records for preparing financial statements and other data The Statutory Auditors also discuss their comments and findings with the management as well as with the audit committee
The Company has also regularly placed before the Board Internal Audit Reports FinanCial Results with Provisional Balance Sheets Performance Review Report of various Units together with Executive Summary Current Workings and all Current matters of commercial importance and various other information as generally required under the various Stock Exchange listing Agreements
The Audit Committee reviews the efficacy of the Audit Committee chair I Additional comments from the Board
internal control mechanism and monitors the risk management policies adopted by the Company The Committee also reviews the report furnished by the internal and Statutory Auditors and ensures that suitable follow up actions are taken Besides the Committee also examines accounting taxation and disclosure aspects of all significant transactions
5 I To be signed by-CEO Managing Director FOfun~ExecutiveWhole-time Director
SIs~i Executive Director
For Uniworth Ltd
~ CFO A K Ladia
For S S Kothari amp Co Chartered Ac~ntants (ReJlistratittJo 302034E)
For Uniworth Limited
Audit Committee Chairman ~
A
- Uniworth Limited AR 2015pdf
- Attendance Slip _UL_pdf
-
Uniworth Limited10
UNIWORTH
UNIWORTHLIMITED
COST AUDITOR
Your Company had appointed Ms Sanat Joshi amp Associates Cost Accountants as Cost Auditors with the approval of the Central Government for audit of cost records maintained by the Company for the financial year 2015-2016 SECRETARIAL AUDITOR In terms of Section 204 of the Companies Act 2013 the Board of Directors at their meeting held on 29th May 2015 have appointed Ms K K Sanganeria amp Associates Practicing Company Secretaries as Secretarial Auditor for conducting Secretarial Audit of the Company for the Financial Year 2015-16 Report of the Secretarial Auditor for the financial year ended 31032015 is given as an Annexure II which forms part of this reportBOARDS VIEW During the year under Review the Company continued to be under BIFR as a Sick Industrial Undertaking The matter is subjudice before the Court of Law As regards appointment of full time Company Secretary the company is on the lookout for suitable candidates and the compliance of the requirement shall be met shortly The Company has disputed the repayment of due The loss and damages caused to the borrower by the lender is much more than the amount lent Hence figures of the borrowed amount shown in the balance sheet after due adjustments with the said loss and damages may result in entitlement to recover substantial amount from the lender Under these facts and circumstances the figures of borrowed amount in this balance sheet cannot be considered as admission if any of the claim of lender(s)EXTRACT OF ANNUAL RETURN As provided under Section 92 (3) of the Companies Act 2013 the extract of Annual Return is given in Annexure III in the prescribed form MGT-9 which forms part of this reportPOLICY ON PREVENTION OF SEXUAL HARASSMENTThe company is committed to provide a safe and conducive work environment to its employee and has formulated ldquoPolicy for Prevention of Sexual Harassmentrdquo During the financial year ended 31st March 2015 the Company has not received any complaints pertaining to Sexual HarassmentINDUSTRIAL RELATIONS Industrial Relations continued to remain cordial throughout the year Your Directors wish to place on record their appreciation for dedicated and sincere services rendered by the executives staff and workmen at all levelsACKNOWLEDGEMENT Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government Financial Institutions Banks Shareholders and others during the year under review
On Behalf of the Board
Place Kolkata S N Shenwai T C Jain Date 29th May 2015 Executive Director Director
ANNEXURE - I TO THE DIRECTORS REPORT Particulars of Energy Conservation Technology Absorption and Foreign Exchange Earnings amp Outgo required under the Companies (Accounts) Rules 2014
A ENERGY CONSERVATION
As the cost per unit of Electricity Furnace Oil amp Coal is regularly increasing it is our consistent endeavor to bring saving in energy consumption Periodic energy audits are conducted to improve energy performance and in line of that we have taken following steps to ensure conservation of the energy
1) Changing of energy efficient LED Lights in place of Fluorescent Lights
2) Installation of Inverters in Ring Frame Machinery which ensures energy saving
3) Modification of compressor pipe line for energy conservation
Annual Report 2015 11
UNIWORTH
UNIWORTHLIMITED
B TECHNOLOGY ABSORPTION
TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION 1 Efforts in brief made towards technology
absorption adaptation and innovation The Company always keep close contact with
IWS CSIR and other Internationals Indian Research Institutes like Inter Wool Lab Silk Board etc Various technical experts give their view and suggestion for improving technology Technical Staff of the Company are sent abroad for training in new technology
2 Benefit derived as a result of the above efforts eg products improvement cost reduction product development import substitution etc
Benefits derived are -
Better capacity utilization in machine with improved quality
Improvement in productivity per spindle and reduction in cost
By optimizing relative temperature and relative humidity the company has saved considerable amount By using the latest technology based energy efficient fuses chokes tube light ballasts and power cables etc the Company has achieved a significant savings on electricity consumption
3 In case of imported technology (Imported during last 5 years reckoned from the beginning of the financial year) following information may be furnisheda) Technology imported Not Applicableb) Year of Import Not Applicablec) Status of Implementation Not Applicable
RESEARCH amp DEVELOPMENT (R amp D) 1 Specified areas in which R amp D
Carried out by the Company Continuous improvement in Quality Standards
to match the International Markets
Due to in house Research and Development Activities following products were developed and launched during the year
i) Wool Wool blended with Polyester yarn
ii) Siro and Siro lycra yarn in Wool and Polywool
iii) PolyesterViscose amp polyster Acrylic yarn
iv) Blending of Silk with Wool Nylon and Viscose
Continuous technological and market innovation to match the changed requirements of the markets
Incorporated dyeing automation for better receipe management amp consistency in shades
Uniworth Limited12
UNIWORTH
UNIWORTHLIMITED
Research amp Development lab and pilot plant in Dyeing Department started developing all kinds of shades
2 Benefit derived as a result of the above R amp D Implemented ISO-9001-2008 ndash new quality management system duly certified by BIS during the year
3 Future plan of action Strengthening the research on quality improvement
To achieve total quality management cost reduction
4 Expenditure on R amp Da) Capital NILb) Recurring Expenses incurred are charged to respective
heads and are not allocated separately
FOREIGN EXCHANGE EARNINGS AND OUTGO (` in Lacs)
2014-2015 2013-2014a) Foreign Exchange Earnings 125682 77602b) Foreign Exchange Outgo
i) CIF Value of ImportsRaw Material 1159 130998Capital Goods ndash ndashComponents amp Spare Parts 16916 20704
ii) Others 32234 9516
Annual Report 2015 13
UNIWORTH
UNIWORTHLIMITED
ANNEXURE - II
SECRETARIAL AUDIT REPORT
FORM NO MR-3
FOR THE FINANCIAL YEAR ENDED MARCH 31 2015[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No 9 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014]
ToThe MembersUniworth Limited
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Uniworth Limited (hereinafter called the Company) Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereon Based on my verification of Uniworth Limitedrsquos books papers minute books forms and returns filed and other records maintained by the Company and also the information provided by the Company its officers agents and authorized representatives during the conduct of secretarial audit I hereby report that in my opinion the Company has during the audit period covering the financial year ended March 31 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent in the manner and subject to the reporting made hereinafter
I have examined the books papers minute books forms and returns filed and other records maintained by the Company for the financial year ended on March 31 2015 according to the provisions of
(1) The Companies Act 2013 (the Act) and the rules made there under
(2) The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules made thereunder
(3) The Depositories Act 1996 and the Regulations and bye-laws framed thereunder
(4) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and External Commercial Borrowings
(5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (lsquoSEBI Actrsquo)-
a The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2013
b The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 1992
c The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(6) Employees Provident Fund and Miscellaneous Provisions Act 1952
(7) Employees State Insurance Act 1948
(8) Environment Protection Act 1986 and other environmental laws
(9) Factories Act 1948
(10) Hazardous Wastes (Management and Handling) Rules 1989 and Amendment Rule 2003
(11) Indian Contract Act 1872
(12) Income Tax Act 1961 and Indirect Tax Laws
(13) Indian Stamp Act 1999
Uniworth Limited14
UNIWORTH
UNIWORTHLIMITED
(14) Industrial Dispute Act 1947
(15) Maternity Benefits Act 1961
(16) Minimum Wages Act 1948
(17) Payment of Bonus Act 1965
(18) Payment of Gratuity Act 1972
(19) Payment of Wages Act 1936 and other applicable labour laws
I have also examined compliance with the applicable clauses of the following
(i) Secretarial Standards issued by The Institute of Company Secretaries of India
(ii) The Listing Agreements entered into by the Company with BSE Limited and the Calcutta Stock Exchange Limited
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above
I report that Company has no full time Company Secretary as required by the Companies Act 2013
I further report that during the year under Review the Company continued to be under BIFR as a Sick Industrial Undertaking The matter is subjudice before the Court of Law
I further report that Redemption of Debentures is under default
I further report that this report also refer the Statutory Auditors Report dated 29th May 2015 specially the basis for their qualified opinion as mentioned therein
I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non Executive Directors and Independent Directors
The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act
Adequate notice is given to all Directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting
Majority decision is carried through while the dissenting membersrsquo views are captured and recorded as part of the minutes
I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws rules regulations and guidelines
I further report that during the audit period there were no instances of
(i) Public Rights Preferential issue of shares debentures sweat equity
(ii) Redemption buy-back of securities
(iii) Major decisions taken by the Members in pursuance to Section 180 of the Companies Act 2013
(iv) Merger amalgamation reconstruction etc
(v) Foreign technical collaborations
This Report is to be read with our letter which is annexed as Annexure A and Forms an Integral part of this report
Kamal Kumar Sanganeria K K Sanganeria amp AssociatesPlace Kolkata FCS No 2643Date 27052015 CP No 3880
Annual Report 2015 15
UNIWORTH
UNIWORTHLIMITED
ANNEXURE - II SECRETARIAL AUDIT REPORT (Contd)
lsquoAnnexure Arsquo(To the Secretarial Audit Report of Ms Uniworth Limited for the financial year ended 31032015)
ToThe MembersUniworth LimitedGreen Acres 2 Nazar Ali LaneFlat- 4A Kolkata ndash 700 019
Our Secretarial Audit Report for the financial year ended 31032015 of even date is to be read along with this letter
1 Maintenance of secretarial record is the responsibility of the management of the Company Our responsibility is to express an opinion on these secretarial records based on our audit
2 We have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records The verification was done on test basis to ensure that correct facts are reflected in secretarial records We believe that the processes and practices we followed provide a reasonable basis for our opinion
3 We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company
4 Where ever required we have obtained the Management representation about the compliance of laws rules and regulation and happening of events etc
5 The compliance of the provisions of Corporate and other applicable laws rules regulations standards is the responsibility of management Our examination was limited to the verification of procedure on test basis
6 The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company
Kamal Kumar Sanganeria K K Sanganeria amp AssociatesPlace Kolkata FCS No 2643Date 27052015 CP No 3880
Uniworth Limited16
UNIWORTH
UNIWORTHLIMITED
ANNEXURE III
FORM NO MGT ndash 9EXTRACT OF ANNUAL RETURN
as on the financial year ended 31032015
[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014]
I REGISTRATION AND OTHER DETAILS
CIN L17299WB1988PLC044984
Registration Date 11th August 1988
Name of the Company Uniworth Limited
Category SubndashCategory of the Company Company having Share Capital
Address of the Registered office and contact details Green Acres 2 Nazar Ali Lane Flat ndash4 A Kolkata ndash 700 019
Whether listed company Yes
Name Address and Contact details of Registrar and Transfer Agent if any
C B Management Services (P) Ltd Pndash22 Bondel Road Kolkatandash 700 019 Tel No (033) 4011ndash6700671167186723
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the company shall be stated
Name and Description of main products services
NIC Code of the Productservice
to total turnover of the company
Worsted Yarn 13113 56
Silk Yarn 13112 44
III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
Sl No
Name and address of the Company
CINGLN Holding SubsidiaryAssociate
of share held
Applicable Section
None
Annual Report 2015 17
UNIWORTH
UNIWORTHLIMITED
IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Categoryndashwise Share Holding
Category of Shareholders
No of Shares heldat the beginning of the year
No of Shares held at the end of the year
Change during
the yearDemat Physical Total of Total
Shares
Demat Physical Total of Total
Shares
A Promoters(1) Indian(a) Individual HUF 3743343 595518 4338861 1277 3743343 595518 4338861 1277 ndash(b) Central Govt or State Govt
ndash ndash ndash ndash ndash ndash ndash ndash ndash
(c) Bodies Corporate 365854 1401825 1767679 520 365854 1401825 1767679 520 ndash(d) BankFI ndash ndash ndash ndash ndash ndash ndash ndash ndash(e) Any other ndash ndash ndash ndash ndash ndash ndash ndash ndashSUB TOTAL (A)(1) 4109197 1997343 6106540 1797 4109197 1997343 6106540 1797 ndash(2) Foreigna) Individuals (Non- Residents Individuals Foreign Individuals)
ndash ndash ndash ndash ndash ndash ndash ndash ndash
b) Bodies Corp ndash 6924975 6924975 2038 ndash 6924975 6924975 2038 ndashc) Institutions ndash ndash ndash ndash ndash ndash ndash ndash ndashd) Qualified Foreign Investor
ndash ndash ndash ndash ndash ndash ndash ndash ndash
e) Any Others (Specify) ndash ndash ndash ndash ndash ndash ndash ndash ndashSubndashtotal (A)(2) ndash 6924975 6924975 2038 ndash 6924975 6924975 2038 ndashTotal shareholding of Promoter (A) = (A)(1)+(A)(2)
4109197 8922318 13031515 3834 4109197 8922318 13031515 3834 ndash
B Public Shareholding1 Institutionsa) Mutual Funds 4393 18837 23230 007 4393 18837 23230 007 ndashb) Banks FI 5910 22122 28032 008 5910 22122 28032 008 ndashc) Central Govt State Govt(s)
- 750000 750000 221 - 750000 750000 221 ndash
d) Venture Capital Funds - - - - - - - - ndashe) Insurance Companies 52003 150 52153 015 52003 150 52153 015 ndashf) Foreign Institutional Investors
- 4300 4300 001 - 4300 4300 001 ndash
g) Foreign Venture Capital Funds
- - - - - - - - ndash
h) Others (specify) - - - - - - - - ndash
Subndashtotal (B)(1) 62306 795409 857715 252 62306 795409 857715 252 ndash
Uniworth Limited18
UNIWORTH
UNIWORTHLIMITED
Category of Shareholders
No of Shares heldat the beginning of the year
No of Shares held at the end of the year
Change during
the yearDemat Physical Total of Total
Shares
Demat Physical Total of Total
Shares
2 NonndashInstitutionsa) Bodies Corp 613433 183426 796859 234 636728 179326 816054 240 006
b) Individuals
i) Individual shareholders holding nominal share capital upto ` 1 lakh
5599497 12145144 17744641 5221 5492191 12106631 17598822 5178 (043)
ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh
1249696 198195 1447891 426 1375936 198195 1574131 463 037
c) Any Others (specify)
i) NRI-Rep 18337 73775 92112 027 16987 73775 90762 027 000
ii) NRI-Non Rep 8676 ndash 8676 003 10642 ndash 10642 003 000
d) Trust 193 ndash 193 000 193 ndash 193 000
e) Clearing Member 6641 ndash 6641 002 6409 ndash 6409 002 000
Subndashtotal (B)(2) 7496473 12600540 20097013 5913 7539086 12557927 20097013 5913 ndashTotal Public Shareholding (B)=(B)(1) + (B)(2)
7558779 13395949 20954728 6166 7601392 13353336 20954728 6166 ndash
C Shares held by Custodian for GDRs amp ADRs
ndash ndash ndash ndash ndash ndash ndash ndash ndash
Grand Total (A+B+C) 11667976 22318267 33986243 10000 11710589 22275654 33986243 10000 ndash
Annual Report 2015 19
UNIWORTH
UNIWORTHLIMITED
(ii) Shareholding of Promoters
Shareholderrsquos Name Shareholding at the beginning of the year
Share holding at the end of the year
change in share holding
during the year
No of Shares
of total Shares of the
Company
of Shares Pledged encum-bered
No of shares
of total Shares of the
Company
of Shares Pledgedencum-bered
RBProperties Private Limited 365854 108 ndash 365854 108 ndash ndash
Uniworth Securities Limited 1400 000 ndash 1400 000 ndash ndash
Uniworth Textiles Limited 1260250 371 ndash 1260250 371 ndash ndash
Uniworth Services Private Limited
140175 041 ndash 140175 041 ndash ndash
Aviante International Limited 6924975 2038 ndash 6924975 2038 ndash ndash
Aman Lohia 1151025 339 ndash 1151025 339 ndash ndash
Meena Lohia 1374250 404 ndash 1374250 404 ndash ndash
Megha Lohia 1218068 358 ndash 1218068 358 ndash ndash
Meena Lohia 595518 175 ndash 595518 175 ndash ndash
Total 13031515 3834 ndash 13031515 3834 ndash ndash
(iii) Change in Promoters Shareholding (Please specify if there is no change)
Shareholderrsquos Name Shareholding at the beginning of the
year
Date wise increase (decrease) in shareholding during the year
Cumulative Shareholding at the end of the year
No of Shares
of total Shares of the
Company
Date No of Shares
Nature No of shares
of total Shares of the
CompanyRBProperties Private Limited
365854 108 NIL NIL NIL 365854 108
Uniworth Securities Limited
1400 000 NIL NIL NIL 1400 000
Uniworth Textiles Limited 1260250 371 NIL NIL NIL 1260250 371Uniworth Services Private Limited
140175 041 NIL NIL NIL 140175 041
Aviante International Limited
6924975 2038 NIL NIL NIL 6924975 2038
Aman Lohia 1151025 339 NIL NIL NIL 1151025 339
Meena Lohia 1374250 404 NIL NIL NIL 1374250 404
Megha Lohia 1218068 358 NIL NIL NIL 1218068 358
Meena Lohia 595518 175 NIL NIL NIL 595518 175
Uniworth Limited20
UNIWORTH
UNIWORTHLIMITED
(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters and Holders of GDRs and ADRs)
Shareholderrsquos Name Shareholding at the beginning of the
year
Date wise increase (decrease) in shareholding during the year
Cumulative Shareholding at the end of the year
No of Shares
of total Shares of the
Company
Date No of Shares
Nature No of shares
of total Shares of the
CompanyMadhya Pradesh State Industrial Development Corporation Limited
750000 221 Nil Nil Nil 750000 221
Saurav Gupta201163 059 25042014 5408 TransferBuy 206571 061
18092014 2100 TransferBuy 208671 061Sanjeev Sureka 63952 019 Nil Nil Nil 63952 019
Asha Sanjay Tibdewal 57555 017
18042014 1375 TransferBuy 58930 017
10102014 1 TransferBuy 58931 017
24102014 (1023) TransferSell 57908 017
31102014 (10) TransferSell 57898 017
United India Insurance Company Limited
52003 015 Nil Nil Nil 52003 015
Lata Bhanshali 49210 014 Nil Nil Nil 49210 014
Sanjay Nandlal Tibdewal 49145 014 30092014 25043 TransferBuy 74188 022
24102014 (1500) TransferSell 72688 021
31102014 (500) TransferSell 72188 021
Alom Extrusions Limited 48100 014 Nil Nil Nil 48100 014
Niket Jhunjhunwala 45540 013 Nil Nil Nil 45540 013
Riyajuddin Khan 40032 012
25042014 (13) TransferSell 40019 012
02052014 (30017) TransferSell 10002 003
16052014 (9992) TransferSell 10 000
30052014 (10) TransferSell 0 000
Annual Report 2015 21
UNIWORTH
UNIWORTHLIMITED
(v) Shareholding of Directors and Key Managerial Personnel
Shareholderrsquos Name Shareholding at the beginning of the year
Date wise increase (decrease) in shareholding during the year
Cumulative Shareholding at the end of the year
No of Shares
of total Shares of the
Company
Date No of Shares
Nature No of shares
of total Shares of the
CompanySilpi Chakraborty 700 000 NIL NIL NIL 700 000
Sanjeev Saxena 600 000 NIL NIL NIL 600 000
V INDEBTEDNESS Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Loans excluding deposits
Unsecured Loans
Deposits Total Indebtedness
Indebtedness at the beginning of the financial yeari) Principal Amount 4936931 917455 1355 5855741ii) Interest due but not paid 6670403 -- -- 6670403iii) Interest accrued but not due -- -- -- --Total (i+ii+iii) 11607334 917455 1355 12526144Change in Indebtedness during the financial yearbull Addition 576543 -- -- 576543bull Reduction (2) -- (20) (22)Net Change 576541 -- (20) 576521Net Change Indebtedness at the end of the financial yeari) Principal Amount 4977356 917455 1335 5896146ii) Interest due but not paid 7206519 -- -- 7206519iii) Interest accrued but not due -- -- -- --Total (i+ii+iii) 12183875 917455 1335 13102665
Uniworth Limited22
UNIWORTH
UNIWORTHLIMITED
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A Remuneration to Managing Director Wholendashtime Directors andor Manager
Sl No Particulars of Remuneration Name of the Whole-time Directors
Total Amount (In Lacs)
S C Kalra S N Shenwai1 Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act 1961
098 809 907
(b) Value of perquisites us 17(2) Income Tax Act 1961 303 064 367
(c ) Profit in lieu of salary under Section 17(3) Income Tax Act 1961
- - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -
- As of profit - - -
- Others specify - - -
5 Others please specify - - -
Total (A) 401 873 1274
Ceiling as per the Act 4200
B Remuneration to other Directors
Sl No Particulars of Remuneration Name of the Directors Total Amount
(Rs)S C
MajumderK
JhunjhunwalaSilpi
ChakrabortyT C Jain Sanjeev
Saxena1 Independent Directors
bull Fee for attending board committee meetings
- 16000 14000 - - 30000
bull Commission - - - - - -
bull Others please specify - - - - - -
Total (1) - 16000 14000 - - 30000
2 Other Non-Executive Directorsbull Fee for attending board committee
meetings 4000 - - - - 4000
bull Commission - - - - - -
bull Others please specify - - - - - -
Total (2) 4000 - - - - 4000
Total (B)=(1+2) 4000 16000 14000 - - 34000
Total Managerial Remuneration 1308000
Overall Ceiling as per the Act All Non-ExecutiveIndependent Directors have been paid only sitting fees for attending Board meeting and
Committee meetingswhich is well within the limits prescribed under the Companies Act 2013
Annual Report 2015 23
UNIWORTH
UNIWORTHLIMITED
C Remuneration to Key Managerial Personnel other than MDManagerWT
Sl No
Particulars of Remuneration Name of the KMP Total Amount
(In Lacs)A K Ladia (CFO) Company Secretary
1 Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act 1961
330 ndash 330
(b) Value of perquisites us 17(2) Income Tax Act 1961
018 ndash 018
(c ) Profit in lieu of salary under Section 17(3) Income Tax Act 1961
ndash ndash ndash
2 Stock Option ndash ndash ndash
3 Sweat Equity ndash ndash ndash
4 Commission ndash ndash ndash
- As of profit ndash ndash ndash
- Others specify ndash ndash ndash
5 Others please specify ndash ndash ndash
Total 348 ndash 348
VII PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES
Type Section of the
Companies Act
Brief Description
Details of Penalty Punishment
Compounding fees imposed
Authority [RD NCLT
COURT]
Appeal made if any (give Details)
A COMPANYPenalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
B DIRECTORSPenalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
C OTHER OFFICERS IN DEFAULTPenalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
Uniworth Limited24
UNIWORTH
UNIWORTHLIMITED
INDUSTRY STRUCTURE amp DEVELOPMENT
Indian Textiles Industry is one of the leading textile industries in the world Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources The fast growing retail apparel industry in the organized sector with multiple and strong Brands in every sphere of fabric and clothing have further increased the importance and demand for textiles products and quality yarns in particular
OPPORTUNITIES AND THREATS
After global economic revival picks up the pace the demand for quality products is expected to bounce back in the coming years News of Chinarsquos internal demand of yarns surpassing its own production capacities is also quite encouraging and is an enormous growth potential by itself for producers in India and other countries as well However the rising cost of raw materials is a matter of concern together with the growing competition from other developing countries
SEGMENT WISE PERFORMANCE
The Companyrsquos business activities fall within a single primary segment of Textile Yarns viz WoolWorstedSilkSilk SpunNoil Yarns etc
FINANCIAL PERFORMANCE
Turnover of the Company during the year was Rs1391658 Lacs as against Rs1391288 Lacs in the previous year The Turnover remained almost at same level of previous year Profit before Interest Depreciation and Taxes was Rs114341 Lacs as against Rs126658 in the previous year
OPERATIONS MANAGEMENT DISCUSSION AND ANALYSIS
During the year under review total revenue remained almost at same level to Rs 13917 crores as against Rs 13913 crores in the previous year There was a cash profit to the tune of Rs 1434 crores as against Rs 1320 crores before interest and Depreciation in the previous year Overall performance of the textile industry in India continued to be under pressure due to increased prices of raw materials and other resources
BUSINESS OUTLOOK
Demand for textile products have been on the fall for the higher end products like wool rich products due to global recession and have been the reason for not so encouraging top line Coupled with this sporadic fiscal instability in certain global markets was a cause of concern Although the demand for the same has started showing some improving trends and hence the company is optimistic and continuing its vigorous efforts in domestic as well as in foreign market
RISK amp CONCERNS
The primary risk for the Company is with the volatile Export markets and the uncertainty prevailing in the Global Economy Having to compete with low cost producers from countries like China and Korea is always a concern There are no significant current borrowings and thus the company seems isolated from financial risks and concerns especially in the face of increasing interest rates and cost of Capital
INTERNAL CONTROL SYSTEM
The Company has adequate system of internal controls to ensure that all assets are safeguarded and protected against loss and that all transactions are authorized recorded and reported correctly The systems are designed to support the reliability of the financial and other records for preparing financial statements and other data The Statutory Auditors also discuss their comments and findings with the management as well as with the audit committee
MANAGEMENT DISCUSSION amp ANALYSIS REPORT
Annual Report 2015 25
UNIWORTH
UNIWORTHLIMITED
The Company has also regularly placed before the Board Internal Audit Reports Financial Results with Provisional Balance Sheets Performance Review Report of various Units together with Executive Summary Current Workings and all Current matters of commercial importance and various other information as generally required under the various Stock Exchange Listing Agreements
HUMAN RESOURCES
The Company continues to recognize the importance of good human relations in the smooth working of the organization Up gradation of the skills of the employees is pursued by the Company through regular on-the-job training sessions
CAUTIONARY STATEMENT
The facts and views mentioned in this report on Management Discussion and Analysis describing the Companyrsquos views about the industry or otherwise and the forecasts made are entirely based on opinion formed by the Management of the Company and actual position or results may differ from those implied therein Important factors that could make a difference include economic developments within India and outside and also the economic performance of other countries with which the Company conducts business as well as availability of raw materials and prices and other incidental factors
For and on behalf of the Board of Directors
Place Kolkata S N Shenwai T C JainDate 29052015 Executive Director Director
Uniworth Limited26
UNIWORTH
UNIWORTHLIMITED
1 Companyrsquos Philosophy on Code of Corporate Governance
The Company believes that Corporate Governance is the combination of voluntary practices and compliance with the laws and regulations of the Companies leading to effective control and management of the Company Good Corporate Governance leads to long term shareholders value and enhances the interest of other stakeholders including the employees and all others connected with the Organization
The Company confirm the practice of good Corporate Governance codes by the company in true spirit and are pleased to present below the Report on Corporate Governance
2 Board of Directors
i As on March 31 2015 the Company has five directors Out of the five Directors four (ie 8000) are non-executive directors including two Independent Directors and one Nominee Director The composition of the board is in conformity with Clause 49 of the Listing Agreements entered into with the stock exchanges
ii None of the directors on the board hold directorships in more than ten public companies Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a director Necessary disclosures regarding committee positions in other public companies as on March 31 2015 have been made by the directors None of the directors are related to each other
iii Independent directors are Non-Executive Directors as defined under Clause 49(ll)(B)(1) of the Listing Agreements entered into with the Stock Exchanges The maximum tenure of the independent directors is in compliance with the Companies Act 2013 (ldquoActrdquo) All the Independent Directors have confirmed that they meet the criteria as mentioned under clause 49 of the Listing Agreement and Section 149 of the Act
iv The names and categories of the Directors on the Board their attendance at Board meetings held during the year and the number of directorships and committee chairmanships memberships held by them in other public companies as on March 31 2015 are given herein below Other directorships do not include directorships of private limited companies Section 8 companies and of companies incorporated outside India Chairmanships memberships of board committees shall include only audit committee and stakeholdersrsquo relationship committee
Name of Directors Category Number of Board Meetings during the year 2014-15
Whether attended last AGM held on
Sept 26 2014
Number of directorships
in other Public Companies
Number of Committee
positions held in other public
companies
Held Attended Chairman Member Chairman Member
Mr K Jhunjhunwala Independent Non-Executive
6 5 Yes ndash 9 ndash 3
Mr A G Bhatnagar Non Independent
Non-Executive
1 ndash No ndash ndash ndash ndash
Mr S C Kalra Non Independent
ExecutiveDirector
1 1 No ndash ndash ndash ndash
REPORT ON CORPORATE GOVERNANCE(Pursuant to Clause 49 of the Listing Agreement)
Annual Report 2015 27
UNIWORTH
UNIWORTHLIMITED
Name of Directors Category Number of Board Meetings during the year 2014-15
Whether attended last AGM held on
Sept 26 2014
Number of directorships
in other Public Companies
Number of Committee
positions held in other public
companies
Held Attended Chairman Member Chairman Member
Mr S N Shenwai Non Independent
Executive Director
6 2 No ndash ndash ndash ndash
Mr S C Majumder Non Independent
Non-Executive
2 1 Yes (By Invitation)
ndash ndash ndash ndash
Mrs Silpi Chakraborty
Independent Non-Executive
4 4 Yes ndash ndash ndash ndash
Mr Tara Chand Jain
Non Independent
Non-Executive
1 ndash NA ndash ndash ndash ndash
Mr Sanjeev Saxena Non-Executive amp Nominee of MPSIDC Ltd
6 ndash No ndash ndash ndash ndash
Mr A G Bhatnagar has resigned as Director of the Company wef 29th May 2014 and Mr S C Kalra has resigned as Executive Director of the Company wef 29th May 2014 Appointed as an Additional Director and subsequently designated as Executive Director wef 29th May 2014 Resigned as Director of the Company wef 14th July 2014 Appointed as an Additional Director wef 14th July 2014 Appointed as an Additional Director wef 31st March 2015
v Six board meetings were held during the year and the gap between two meetings did not exceed one hundred twenty days The dates on which the said meetings were held
29052014 14072014 12082014 12112014 11022015 and 31032015 The necessary quorum was present for all the meetings
vi During the year a separate meeting of the independent directors was held inter-alia to review the performance of non-independent directors and the board as a whole
vii The Board periodically reviews compliance reports of all laws applicable to the Company prepared by the Company
viii The Company regularly placed before the Board Internal Audit Reports Financial Results with Provisional Balance Sheets Performance Review Report of various Units together with Executive Summary Current Workings and all Current matters of commercial importance and various other information as under Clause 49 of the Listing Agreement from time to time
ix The Companies Act 2013 requires that a Woman Director should be a member of the Board of director Hence Mrs Silpi Chakraborty was appointed on 14th July 2014 as member of the Board as Woman Independent Director her appointment was duly confirmed by means of E-voting in last AGM of the company held on 26092014
22 Code of Conduct The Board of Directors plays an important role in ensuring good governance The Code of Conduct formulated
Uniworth Limited28
UNIWORTH
UNIWORTHLIMITED
by the Company during the year which the DirectorsSenior Executive have been advised to follow envisages inter alia the following-
To observe the highest standards of ethical conduct and integrity and to work to the best of their ability and judgement
To maintain and help the Company in maintaining highest degree of Corporate Governance practices
To act in utmost good faith and exercise due care diligence and integrity in performing their official duties
Not to seek accept or receive directly or indirectly any gift payments or favour in whatsoever form from Companyrsquos Business Associates which can be perceived as being given to gain favour or dealing with the Company and to ensure that the Companyrsquos interests are never compromised
To maintain confidentiality of information entrusted by the Company or acquired during performance of their duties and not to use it for personal gain or advantage
Not to commit any offences involving moral turpitude or any act contrary to law or opposed to the public policy
3 Audit Committee i) The audit committee of the Company is constituted in line with the provisions of Clause 49 of the Listing
Agreements entered into with the stock exchanges read with Section 177 of the Act
ii) The terms of reference of the Audit Committee are broadly as under -
a) Oversight of the Companyrsquos financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct sufficient and credible
b) Recommend the appointment remuneration and terms of appointment of auditors of the Company
c) Approval of payment to statutory auditors for any other services rendered by the statutory auditors
d) Reviewing with the management the annual financial statements and auditorsrsquo report thereon before submission to the board for approval with particular reference to
bull Matters required to be included in the directorrsquos responsibility statement to be included in the boardrsquos report in terms of clause (c) of sub-section 3 of section 134 of the Act
bull Changes if any in accounting policies and practices and reasons for the same
bull Major accounting entries involving estimates based on the exercise of judgment by management
bull Significant adjustments made in the financial statements arising out of audit findings
bull Compliance with listing and other legal requirements relating to financial statements
bull Disclosure of any related party transactions
bull Qualifications in the draft audit report
e) Reviewing with the management the quarterly financial statements before submission to the board for approval
f) Reviewing with the management the statement of uses application of funds raised through an issue (public issue rights issue preferential issue etc) the statement of funds utilised for purposes other than those stated in the offer document prospectus notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue and making appropriate recommendations to the board to take up steps in this matter
g) Review and monitor the auditorsrsquo independence and performance and effectiveness of audit process
h) Approval or any subsequent modification of transactions of the Company with related parties
i) Scrutiny of inter-corporate loans and investments
Annual Report 2015 29
UNIWORTH
UNIWORTHLIMITED
j) Valuation of undertakings or assets of the Company wherever it is necessary
k) Evaluation of internal financial controls and risk management systems
l) Reviewing with the management performance of statutory and internal auditors adequacy of the internal control systems
m) Reviewing the adequacy of internal audit function if any including the structure of the internal audit department staffing and seniority of the official heading the department reporting structure coverage and frequency of internal audit
n) Discussion with internal auditors of any significant findings and follow up there on
o) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board
p) Discussion with statutory auditors before the audit commences about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern
q) To look into the reasons for substantial defaults in the payment to the depositors debenture holders shareholders (in case of non-payment of declared dividends) and creditors
r) Establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed
s) To review the functioning of whistle blower mechanism
t) Approval of appointment of CFO
u) The Committee reviews the efficacy of the internal control mechanism and monitors the risk management policies adopted by the Company The Committee also reviews the report furnished by the internal and Statutory Auditors and ensures that suitable follow up actions are taken Besides the Committee also examines accounting taxation and disclosure aspects of all significant transactions
v) Carrying out any other function as is mentioned in the terms of reference of the audit committee
w) To mandatorily review the following information
bull Management discussion and analysis of financial condition and results of operations
bull Statement of significant related party transactions (as defined by the audit committee)submitted by management
bull Management letters letters of internal control weaknesses issued by the statutory auditors
bull Internal audit reports relating to internal control weaknesses and
bull The appointment removal and terms of remuneration of the chief internal auditor
iii) The audit committee invites executives as it considers appropriate (particularly the head of the finance function) representatives of the statutory auditors and representatives of the internal auditors to be present at its meetings The Company Secretary acts as the secretary to the audit committee
iv) The previous annual general meeting (AGM) of the Company was held on September 26 2014 and was attended by the Chairman of the audit committee
v) The Composition of the Committee and the attendance of each member of the Committee during the year 2014-15 are given below
Name Category Profession Number of Meetings during the Financial year 2014-15
Held Attended
Mr A G Bhatnagar Non Independent Non-Executive
Professional 1 -
Uniworth Limited30
UNIWORTH
UNIWORTHLIMITED
Name Category Profession Number of Meetings during the Financial year 2014-15
Held Attended
Mr S C Kalra Non Independent Executive Director
Service 1 1
Mr S C Majumder Non Independent Non-Executive
Service 1 1
Mr K Jhunjhunwala Independent Non-Executive
Chartered Accountant
4 3
Mr S N Shenwai Non Independent Executive Director
Service 3 -
Mrs Silpi Chakraborty Independent Non-Executive
Professional 3 3
Resigned as members of the Committee wef 29th May 2014 Resigned as members of the Committee wef 14th July 2014 Appointed as member of the Committee wef 29th May 2014 Appointed as member of the Committee wef 14th July 2014 Members present at the meeting elect one of themselves as Chairman of the Meeting
vi) During the year 2014-15 4 (Four) meetings of the Audit Committee were held and the gap between two meetings did not exceed four months The dates of the meetings are following 29052014 12082014 12112014 and 11022015
4 Nomination and Remuneration Committee i) The Nomination and Remuneration Committee was re-organised during the year as per the provisions
of the act and Clause 49 of the Listing Agreement
ii) The Nomination and Remuneration Committee was formed with a view to reviewing and making recommendations on annual salaries performance commissions perquisite and other employment conditions of ExecutiveWhole-time Directors and other Executives and Officials The Committee also takes into consideration remuneration practices followed by leading companies as well as information provided by reputed consultants while determining the overall remuneration package
iii) The composition and attendance of the members at the Meetings of Remuneration Committee during the year 2014-15 were as under
Name Category Number of Meetings during the Financial year 2014-15
Held Attended
Mr K Jhunjhunwala Independent Non-Executive 4 3
Mr A G Bhatnagar Non Independent Non-Executive 1 ndash
Mr S C Majumder Non Independent Non-Executive 1 1
Mrs Silpi Chakraborty Independent Non-Executive 3 3
Mr T C Jain Non Independent Non-Executive ndash ndash
Resigned as member of the committee wef 29th May 2014 Resigned as member of the committee wef 14th July 2014 Appointed as member of the committee wef 14th July 2014 Appointed as member of the committee wef 31st March 2015 Members present at the meeting elect one of themselves as Chairman of the Meeting
During the year 2014-15 4 (four) Meetings of the Nomination and Remuneration Committee were held on the following dates 29052014 12082014 12112014 and 11022015
Annual Report 2015 31
UNIWORTH
UNIWORTHLIMITED
iv) Remuneration of Directors Details of remuneration paid payable to Directors for the year ended 31st March 2015 are as follows (Amount in Rs)
Name of Directors Board Meeting
Audit Committee
Meeting
Commission Total
Mr K Jhunjhunwala 10000 6000 ndash 16000
Mr S C Majumder 2000 2000 ndash 4000
Mrs Silpi Chakraborty 8000 6000 ndash 14000
Mr T C Jain ndash ndash ndash ndash
Mr Sanjeev Saxena ndash ndash ndash ndash
Resigned as member of the committee wef 14th July 2014 Appointed as member of the committee wef 14th July 2014 Appointed as member of the committee wef 31st March 2015
vi) Details of Remuneration paidpayable to Executive Directors Remuneration for the year ended 31st March 2015 is as follows
(Amount in lacs)
Name of Director Salary Allowance Perquisites Total
Mr S C Kalra 079 019 303 401
Mr SN Shenwai 600 209 064 873 Mr S C Kalra resigned as Executive Director of the Company wef 29th May 2014
Mr S N Shenwai appointed as Executive Director of the Company wef 29th May 20145 Stakeholders Relationship Committee i) As per the applicable provisions of Section 178 of the companies Act 2013 and Clause 49 of the
Listing Agreement the nomenclature Share Transfer cum Investor Grievance Committee was renamed as Stakeholders Relationship Committee
ii) The Stakeholders Relationship Committee look into the redressal of complaints of investors such as transfer or credit of shares non-receipt of dividend notices annual reports etc
iii) During the year two meetings of the Stakeholder Relationship committee was held on 16062014 and 16122014
iv) The composition and attendance of the members in the following Committee Meetings during the year 2014-15 were as under
Name Number of meetings during the financial year 2014-15
Held Attended
Mr K Jhunjhunwala 2 2
Mr A G Bhatnagar ndash ndash
Mr S C Kalra ndash ndash
Mr S N Shenwai ndash ndash
Mr S C Majumder 1 1
Mrs Silpi Chakraborty 1 1
Mr Tara Chand Jain ndash ndash
Resigned as members of the committee wef 29th May 2014
Uniworth Limited32
UNIWORTH
UNIWORTHLIMITED
Appointed as member of the committee wef 29th May 2014 Resigned as member of the committee wef 14th July 2014 Appointed as member of the committee wef 14th July 2014 Appointed as member of the committee wef 31st March 2015 Members present at the meeting elect one of themselves as Chairman of the Meeting
v) During the year 2014-15 16 (Sixteen) Meetings regarding Share Transfer were held on the following dates 16062014 15072014 29082014 05092014 18092014 30092014 16102014 31102014 14112014 28112014 16122014 12012015 30012015 17022015 27022015 and 16032015
vi) Share Transfers
bull All Shares have been transferred and returned within the prescribed period so long as the documents have been in order in all respects
bull Total number of Equity Shares transferred during the relevant period was 11730
vii) Compliance Officer
Mr S N Shenwai Executive Director is the Compliance Officer of the Company and his contact details are given below
Mr S N Shenwai Executive Director Uniworth Limited ldquoGREEN ACRESrdquo 2 Nazar Ali Lane Flat- 4A Kolkata ndash 700 019 Phone (033) 40061301
viii) Status of Investor Complaints
Complaints received from Shareholders have been mostly cleared within the financial year The complaints are generally replied to within 10-15 days from their lodging with the Company
No of Complaints received from the Investors (including brought forward) 18
No of Complaints resolved 17
Complaints pending as on 31st March 2015 1
No of Share Transfers pending for approval as on 31st March 2015 NIL
6 General Body Meetings i) Annual General Meeting
The location and time of the Annual General Meetings held during the last 3 years is as follows
Annual General Meeting (AGM) Date Time Venue No of Special
Resolutions passed
24th Annual General Meeting 28092012 1030 AM Science CitySeminar HallJBS Haldane AvenueKolkata ndash 700 046
ndash
25th Annual General Meeting 26092013 1030 AM Science CitySeminar HallJBS Haldane AvenueKolkata ndash 700 046
ndash
Annual Report 2015 33
UNIWORTH
UNIWORTHLIMITED
26th Annual General Meeting 26092014 1030 AM Science CitySeminar HallJBS Haldane AvenueKolkata ndash 700 046
ndash
ii) The Special Resolutions if any are usually passed on show of hands and mostly unanimously
iii) No Postal Ballot were used in last year The Company does not have any proposal for Postal Ballot at present
7 Disclosures a) Related Party transactions have been disclosed under Note No 27 to the accounts for year under
review and it is not conflict with the interest of the Company
b) The Company has complied with all the mandatory requirements of clause 49 of the listing agreements with the Stock Exchanges as well as regulations and guidelines of SEBI wherever applicable
c) No transaction of material nature has been entered into by the Company with the Directors or Promoters or Management and their relatives their subsidiaries etc that may have a potential conflict with the interest of the Company at large The Register of Contracts in which Directors are interested was placed before the Board regularly
d) The Company has in place an Employee Concern (Whistle Blower) No personnel has been denied access to the Audit Committee to lodge their Grievances
e) No penalties or strictures have been imposed on the Company by the Stock Exchange or SEBI or any statutory authority on any matter related to capital markets during the last three years as all requirements were complied with
f) All mandatory requirements have been appropriately complied
g) Resume and other information of the Directors proposed to be appointedre-appointed (including those retiring by rotation) at the ensuing annual General Meeting are given in the Notice relating thereto to the shareholders
h) No presentation were made to Institutional Investors and Analysts during the year
i) The Company does not have any subsidiary
j) Your Company has followed all relevant Accounting Standards while preparing the Financial Statements
k) Particulars of Equity Shares of the Company held by Non-Executive Directors (both own or held byfor other person on a beneficial basis) are as follows
Name of Directors Number of Equity Shares heldMrs Silpi Chakraborty 700
Mr Sanjeev Saxena 600
l) Risk Management
A comprehensive risk management policy for the purpose of management policy in the Company for periodical review by the Board of Directors has formulated In addition Risk Management issues are generally discussed in the Audit Committee
m) CEOCFO Certification The ExecutiveWhole-time Director and Chief Financial Officer who are also heading the finance
function have confirmed to the Board that
(a) They have reviewed financial statements and the cash flow statement for the year and that to the best of their knowledge and belief
(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
Uniworth Limited34
UNIWORTH
UNIWORTHLIMITED
(ii) these statements together present a true and fair view of the companyrsquos affairs and are in compliance with existing accounting standards applicable laws and regulations
(b) There are to the best of their knowledge and belief no transactions entered into by the company during the year which are fraudulent illegal or violative of the companyrsquos code of conduct
(c) They accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of the internal control systems of the company pertaining to financial reporting and they have disclosed to the auditors and the Audit Committee deficiencies in the design or operation of internal controls if any of which they are aware and the steps they have taken or propose to take to rectify these deficiencies
(d) They have indicated to the Auditors and the Audit Committee
(i) that there have been no significant changes in internal control over financial reporting during the year
(ii) that there have been no significant changes in accounting policies during the year and
(iii) that there are no instances of significant fraud of which they have become aware and the involvement therein if any of the management or an employee having a significant role in the companyrsquos internal control system over financial reporting
n) Brief Profile and other informationrsquos of the Directors proposed to be appointed re-appointed (including those retiring by rotation) at the ensuing Annual General Meeting are given in the Notice relating thereto the shareholders
8 Means of Communication a) The Annual Half yearly and Quarterly Results are Electronically transmitted to the Stock Exchanges in
accordance with the Listing Agreement and are uploaded on the Companyrsquos Website wwwuniworthcom also the same are being published in an English Newspaper namely the Echo of India Kolkata and Arthik Lipi alongwith Dainik Lipi Bengali leading Newspapers
b) Management Discussion amp Analysis Report is forming a part of the Annual Report
9 General Shareholder Information a) Annual General Meeting - Date and Time 29th September 2015 at 1030 AM
- Venue Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046
b) Financial Calendar (Tentative and subject to change)
Financial reporting for
- the Quarter ending 30th June 2015 2nd week of August 2015 - the Quarter and Half Year ending 30th September 2015 2nd week of November 2015 - the Quarter ending 31st December 2014 2nd week of February 2016 - Year ending 31st March 2016 4th week of May 2016
c) Date of Book Closure 23rd September 2015 to 29th September 2015
d) Dividend Payment Date NA
e) Registered Office ldquoGREEN ACRESrdquo 2 Nazar Ali Lane Flatndash 4A Kolkata ndash 700 019
f) Listing on Stock Exchanges The Equity Shares of the Company are listed on the following Stock Exchanges
Annual Report 2015 35
UNIWORTH
UNIWORTHLIMITED
Code No The Calcutta Stock Exchange Ltd (CSE) 10033010
BSE Limited (BSE) 514144
Listing fees for the Financial Year 2015-2016 have been paid
g) Corporate Identity No (CIN) of the Company L17299WB1988PLC044984
h) Stock Market Data
1 The Calcutta Stock Exchange Ltd There has been no trading during the year 2 BSE Limited
Month amp Year High (`) Low (`) Monthly Volume(No of Equity Shares)
April 2014 096 058 64744May 2014 096 083 52417June 2014 101 080 32394July 2014 111 084 47313August 2014 165 084 39696September 2014 218 138 154526October 2014 330 215 125576November 2014 309 212 64128December 2014 246 162 33765January 2015 187 146 26982February 2015 153 111 36842March 2015 118 082 16397
i) Registrar and Transfer Agents Ms C B MANAGEMENT SERVICES (P) LIMITED P-22 Bondel Road Kolkata ndash 700 019 Phone No (033) 4011 6700671167186723 Fax No (033) 40116739 E-mail rtacbmslcom
(j) (1) Distribution of Shareholding as on 31st March 2015
Slab of Equity Shares held
No of Shareholders No of Equity Shares
1- 500 79783 9388 11250631 3310501 ndash 1000 3045 358 2260412 6651001 ndash 2000 1273 150 1801305 5302001 ndash 3000 386 045 959785 2823001 ndash 4000 169 020 597378 176
Uniworth Limited36
UNIWORTH
UNIWORTHLIMITED
4001 ndash 5000 104 012 481868 1425001-10000 137 016 922783 27210001-Above 89 011 15712081 4623Total 84986 10000 33986243 10000
(2) Categories of Shareholders as on 31st March 2015
Categories Number of Equity Shares Amount in (Rs)
Promoters Directors Relatives and Associated Companies
13032815 130328150 3835
Financial Institutions Govt Companies 802153 8021530 236Mutual Funds UTI 23230 232300 007Banks 28032 280320 008Foreign Institutional Investors 4300 43000 001Non ndash Resident Indians 101404 1014040 030Other Bodies Corporate 816054 8160540 240Public 19178255 191782550 5643Total 33986243 339862430 10000
k) Dematerialization of Shares and Liquidity 11710589 Equity Shares (3446 of Total Shares) are in the Dematerialised Form as on 31st March
2015
At present the Companyrsquos Shares are compulsorily traded in Dematerialised Form as per notification issued by the Securities and Exchange Board of India (SEBI) The ISIN allotted for the Equity Shares of the Company is INE207A01013
l) Share Transfer System To expedite the Share Transfer process in the Physical segment authority has been delegated to the
ldquoStakeholder Relationship Committeerdquo Share transfertransmissions approved by the Committee are placed at the Board Meeting from time to time
m) Outstanding GDRsADRsWarrants Not Applicable
n) Plant Location 1) Urla Growth Centre Raipur Chattisgarh
2) Amriti Malda West Bengal
o) Investor Correspondence S N Shenwai Uniworth Limited
ldquoGREEN ACRESrdquo 2 Nazar Ali Lane Flat- 4A Kolkata ndash 700 019 Phone (033) 40061301 Website wwwuniworthcom
Annual Report 2015 37
UNIWORTH
UNIWORTHLIMITED
DISCLOSURE OF CODE OF CONDUCTAnnual Certificate under Clause 49 (II) (E) of Listing Agreement with Stock Exchanges
DECLARATIONAs required under Clause 49 (II) (E) of the Listing Agreement with the Stock Exchanges I hereby declare that all the Board Members and Senior Management Personnel ie employees in the grades of General Manager and above of the Company have complied with the Code of Conduct of the Company for Financial Year ended 31st March 2015
Place Kolkata S N ShenwaiDate 29052015 Executive Director
AUDITORSrsquo CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT TO THE MEMBERS OF UNIWORTH LIMITED
TO THE MEMBERS OF UNIWORTH LIMITED
We have examined the compliance of conditions of Corporate Governance by Uniworth Limited (ldquothe Companyrdquo) for the year ended 31st March 2015 as stipulated in clause 49 of the Listing Agreements of the Company entered into with Stock Exchanges
The compliance of conditions of Corporate Governance is the responsibility of the management Our examination was limited to a review of the procedures and implementation thereof adopted by the company for ensuring the compliance of the conditions of the Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company
In our opinion and to the best of our information and according to the explanation given to us and the representations made by the Directors and the management we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above- mentioned Listing Agreement
We state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency of the effectiveness with which the management has conducted the affairs of the Company
For S S KOTHARI amp COChartered Accountants
Firm Registration No 302034EA DATTA
Place Kolkata PartnerDate 29th May 2015 Membership No 005634
Uniworth Limited38
UNIWORTH
UNIWORTHLIMITED
INDEPENDENT AUDITORSrsquo REPORT To the Members ofUNIWORTH LIMITEDReport on the Financial Statements
We have audited the accompanying Financial Statements of UNIWORTH LIMITED (ldquothe Companyrdquo) which comprise the Balance Sheet as at 31st March 2015 the Statement of Profit and Loss the Cash Flow Statement and a summary of the Significant Accounting Policies and other explanatory information for the year then ended
Managementrsquos Responsibility for the Financial Statements
The Companyrsquos Board of Directors is responsible for the matters stated in Section 134(5) of the Companies act 2013 (ldquothe Actrdquo) with respect to the preparation of these Financial Statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes 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 frauds and other irregularities selection and application of appropriate accounting policies making judgements and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditorrsquos Responsibility
Our responsibility is to express an opinion on these Financial Statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements The procedures selected depend on the auditorrsquos judgement including assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companyrsquos preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyrsquos Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the Financial Statements
Basis for Qualified Opinion
1 Footnote (i) to Note No 23 regarding interest provision on borrowings from some of the institutions and banks which has been made in the financial statements under simple interest method at the prevailing estimated rates applicable on such loans in absence of relevant documentsconfirmations as a result of which impact of compound interestpenal charges wherever applicable having not been ascertained as well as the note therein regarding the matter of dispute between the Company and the BankersCreditors in connection with charging of interest payment and payment of principal
2 Footnote No (ii) to Note No 23 regarding non-provision of Interest on certain loans and the impact of the non-provision is not presently ascertainable
Annual Report 2015 39
UNIWORTH
UNIWORTHLIMITED
3 Footnote No 4 (i) (ii) and (iii) of Note No 15 regarding overdue Export Bills amounting to ` 3178731 lacs outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
4 Footnote 1 of 17 regarding Claims Receivable amounting to ` 68936 lacs due from various banks outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
5 Footnote 3 of Note No 17 regarding advance of ` 314473 lacs due from certain parties which in our opinion are considered doubtful of recovery against which adequate provision has not been made
6 Footnote 3 of Note No 16 relating to non-accounting of withdrawals other transactions from certain Bank accounts during the year due to reasons stated on the said Note 16 (3)
7 Note No 30 regarding non-compliance of Accounting Standard (AS) 6 Depreciation Accounting due to non-adoption of Schedule ndash II of the Companies Act 2013 and also non-compliance of mandatory Accounting Policy for Depreciation required to be followed by the Company due to reasons stated in the said Note
8 In absence of any workings for impairment of assets as per Accounting Standard (AS) 28 Impairment of Assets the impact of such impairment is not ascertainable
9 Non-provision non-compliance of Items indicated in (1) to (8) above constitute a departure from the Accounting Standards referred to in Section 133 of the Act Without considering Item Nos (1) (2) (6) (7) and (8) above whose impact on the Companyrsquos Statement of Profit and Loss is presently non-ascertainable had the provisions indicated in Item Nos (3) to (5) been made
(i) the Loss for the year would have increased by ` 3562140 lacs
(ii) Trade Receivables would have decreased by ` 3178731 lacs
(iii) Short Term Loans and Advances would decreased by ` 383409 lacs
(iv) The Shareholdersrsquo Fund would have been lower by ` 3562140 lacs
Qualified Opinion
In our opinion and to the best of our information and according to the explanations given to us except for the like effects of the matters described in the Basis for Qualified Opinion paragraph above the aforesaid Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2015 and its loss and its cash flows for the year ended on that date
Emphasis of Matters
We draw your attention to the following matters in the Notes to the Financial Statements
1 Following Notes to the Financial Statements describe the uncertainty related to the outcome of the lawsuits other legal matters and matters under settlements indicated therein
(a) Footnote (2) to Note No 4 regarding legal issues following securitization of Secured Loans as stated in the said Note
(b) Footnote (2) of Note No 15 regarding pending adjustments of Sundry Debtors against supplies and other liabilities etc due to the buyers In absence of final settlement with the parties and non-receipt of necessary approval from concerned regulatory authority extent of the amount of adjustments so required could not be ascertained
(c) Footnote to Note No 6 regarding estimated amount of ` 872228 lacs provided during the year 2002-03 as sales claims and commissions relating to earlier years from overseas customers of the Company which is pending for final settlement Necessary adjustments for such claims and commissions will be made after final settlement and obtaining necessary approval from the concerned regulatory authority
Uniworth Limited40
UNIWORTH
UNIWORTHLIMITED
(d) Footnote 1 of Note No 15 and Footnote 2 of Note No 17 regarding Debtors and Advances amounting to ` 145362 lacs and ` 138719 lacs respectively relating to Companies which have become Sick and referred to BIFR under the Sick Industrial Companies (Special Provisions) Act 1985 As the rehabilitation scheme of these companies are pending finalisation the amount of provision if any which may be required remain unascertainable
(e) Note No 32 regarding legal recourse taken by certain banks and financial institutions for recovery of their dues and the matter is sub-judice as stated in the said Note
(f) Note No 33 regarding non-compliance of certain technical formalities due to which transfer of certain borrowing facilities to a body corporate could not be made
(g) Note No 34 regarding applications made by the Company with the Reserve Bank of India from time to time for extension setting off of certain overdue bills
(h) Note No 35 regarding Debit Note sent by a body corporate in an earlier year for unilateral transfer back of all assets not taken into cognizance by the Company in preparing these Financial Statements as stated in the said Note
(i) Note No 38 regarding claims filed by a body corporate for ` 21625 lacs for non-fulfilment of clauses of the agreement relating to transfer of Nagpur Unit to them outcome of which would eventually arise on finalisation of suit
(j) Matters disclosed in Note No 19 relating to Entry Tax CentralCommercial Sales Tax Demands Customs Demands Professional TaxLabour CasesWater Cess Electricity Duty etc disclosed under Contingent Liabilities which are contested by the Company and pending before various forums authorities for final decisions
2 Note No 4 (Footnote 4) Note No 7 (Footnote) and Note No 16 (Footnote 1) to the financial statements regarding non-receipt of confirmations in respect of borrowings from banksFinancial Institutions and also debit balances in certain current accounts with banks due to restructuring being in progress book balances thereof have been relied upon
3 Note No 27 (d) regarding balance with a related party under reconciliation
4 Footnote 2 amp 3 of Note No 4 to the financial statements regarding preparation of these financial statements on Going Concern basis for the reasons stated therein as also the fact that the Company has accumulated losses and its net worth has been fully eroded Further the Company has incurred net loss during the current and previous years and the Companyrsquos current liabilities exceeded its current assets as at the Balance Sheet date These conditions along with other matters set forth in Notes to Financial Statements indicate the existence of a material uncertainty that may cast significant doubt about the Companyrsquos ability to continue as a going concern
Our opinion is not modified in respect of these matters
Report on Other Legal and Regulatory Requirements
i) As required by the Companies (Auditorrsquos Report) Order 2015 issued by the Central Government in terms of Sub-section (11) of Section 143 of the Act we enclose in the Annexure a statement on the matters specified in the said Order to the extent applicable to the Company
ii) As required by Section 143(3) of the Act we report that
a) We have sought and except for the matters described in the Basis for Qualified Opinion paragraph obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit
b) Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph above in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books
Annual Report 2015 41
UNIWORTH
UNIWORTHLIMITED
c) The Balance Sheet Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph in our opinion the Balance Sheet Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014
e) The matters described in the Basis for Qualified Opinion paragraph above in our opinion may have an adverse effect on the functioning of the Company
f) The matters described in sub-paragraph (1) under the Emphasis of Matters paragraph above in our opinion may have an adverse effect on the functioning of the Company
g) On the basis of written representations received from the Directors as on 31st March 2015 taken on record by the Board of Directors none of the Director is disqualified as on 31st March 2015 from being appointed as a director in terms of Section 164(2) of the Act
h) With respect to the other matters to be included in the Auditorrsquos Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion and to the best of our information and according to the explanations given to us
i The Company has disclosed the impact of pending litigations on its financial position wherever ascertainable
ii The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable loss
iii The Company has not transferred any amount to Investor Education and Protection Fund (Refer to Footnote No 1 to Note No4)
For S S KOTHARI amp COChartered Accountants
Firm Registration No 302034E
A DATTAPlace Kolkata PartnerDate 29th May 2015 Membership No 005634
Uniworth Limited42
UNIWORTH
UNIWORTHLIMITED
ANNEXURE TO THE AUDITORSrsquo REPORTThe Annexure referred to in our report to the members of UNIWORTH LIMITED the year ended 31ST March 2015
(i) (a) Whether the company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets
(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets However the updation of such records particularly with reference to estimated useful life of each asset is in process
(b) Whether these fixed assets have been physically verified by the management at reasonable intervals whether any material discrepancies were noticed on such verification and if so whether the same have been properly dealt with in the books of account
(b) The physical verification of fixed assets as stated by the management has been conducted by the Management during the year wherever practicable and the reconciliation of the quantities with the book records in progress The discrepancies if any would be adjusted on completion of reconciliation updation of records as stated above
(ii) (a) Whether physical verification of inventory has been conducted at reasonable intervals by the management
(ii) (a) Inventories of Raw Materials Finished Goods Work in Progress and Stores amp Spares have been physically verified at reasonable intervals by the Company except Finished Goods of Rs 1840 Lacs lying with third parties and Rs 11551 Lacs under seizure of the Excise Department
(b) Are the procedures of physical verification of inventory followed by the management reasonable and adequate in relation to the size of the company and the nature of its business If not the inadequacies in such procedures should be reported
(b) The procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business
(c) Whether the company is maintaining proper records of inventory and whether any material discrepancies were noticed on physical verification and if so whether the same have been properly dealt with in the books of account
(c) On the basis of our examination of the records of inventories we are of the opinion that the Company is maintaining proper records of inventories The discrepancies noticed on verification between physical stocks and the book records which were not material have been properly dealt with in the books of account
Annual Report 2015 43
UNIWORTH
UNIWORTHLIMITED
(iii) Whether the company has granted any loans secured or unsecured to companies firms or other parties covered in the register maintained under section 189 of the Companies Act If so
(iii) The Company has not granted any loan secured or unsecured during the year to any company firm or other party covered in the register maintained under section 189 of the Companies Act 2013
In this regard we have relied upon the entries recorded in the register maintained under section 189 of the Act
(a) Whether receipt of the principal amount and interest are also regular and
(b) If overdue amount is more than rupees one lakh whether reasonable steps have been taken by the company for recovery of the principal and interest
(iv) Is there an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services Whether there is a continuing failure to correct major weaknesses in internal control system
(iv) In our opinion and according to the information and explanations given to us there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchases of inventory and fixed assets and for the sale of goods During the course of our audit no major weakness has been noticed in the internal control system nor have there been any continuing failure on the part of the Company to correct any major weakness
(v) In case the company has accepted deposits whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under where applicable have been complied with If not the nature of contraventions should be stated If an order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal whether the same has been complied with or not
(v) The Company has not accepted any deposit from the public within the meaning of sections 73 to 76 or any other relevant provisions of the Companies Act 2013
(vi) Where maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act whether such accounts and records have been made and maintained
(vi) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under sub-section (1) of section 148 of the Companies Act 2013 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained However we have not made a detailed examination of the records with a view to determine whether they are accurate or complete
Uniworth Limited44
UNIWORTH
UNIWORTHLIMITED
(vii) (a) Is the company regular in depositing undisputed statutory dues including provident fund employeesrsquo state insurance income-tax sales-tax wealth tax service tax duty of customs duty of excise value added tax cess and any other statutory dues with the appropriate authorities and if not the extent of the arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable shall be indicated by the auditor
(vii) (a) According to the records of the Company the Company has been generally regular in depositing during the year with appropriate authorities undisputed statutory dues including provident fund employeesrsquo state insurance income tax sales tax wealth tax service tax customs duty excise duty value added tax cess and any other statutory dues where applicable except in the following cases which are outstanding for a period of more than six months from the date they became payable
VAT ` 680 lacs
Central Sales Tax ` 3654 lacs
Service tax ` 4281 lacs
Entry Tax ` 080 lacs(b) In case dues of income tax or sales tax or
wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute then the amounts involved and the forum where dispute is pending shall be mentioned (A mere representation to the concerned Department shall not constitute a dispute)
(b) According to the records of the Company following statutory dues have not been deposited by the Company on account of disputes
Nature of dues
Amount(` inLacs)
Period since when
Forum
Entry Tax 5711 1997-98 Appeal with Commissioner of Commercial Tax
Excise Duty 864 Prior to 2000 Under Appeal with CESTAT New Delhi
Electricity Duty amp Cess
1857 2005 Writ Petition before Bilaspur High Court
(c) Whether the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time
(c) The Company has not transferred any amount to Investor Education and Protection Fund [Refer to Footnote (1) to Note No 4 (a) ]
(viii) Whether in case of a company which has been registered for a period not less than five years its accumulated losses at the end of the financial year are not less than fifty per cent of its net worth and whether it has incurred cash losses in such financial year and in the immediately preceding financial year
(viii) The accumulated losses of the Company at the end of the financial year have exceeded its net worth and also the Company has incurred cash losses in the current financial year and in the immediately preceding financial year
Annual Report 2015 45
UNIWORTH
UNIWORTHLIMITED
(ix) Whether the company has defaulted in repayment of dues to a financial institution or bank or debenture holders If yes the period and amount of default to be reported
(ix) The Company has defaulted in repayment of dues to financial institutions banks and debenture holders as under
(a) As per Original Agreement all the following Term Loans have become due for repayments However the Companyrsquos negotiations with the term lenders for rescheduling restructuring is in process
Nature of Financial Assistance
Amount (` in lacs)
Period of Default
a) Term Loani) Financial Institution Not Ascertainable
Principal 2117209Interest 1068697
ii) Bank Not AscertainablePrincipal 3758542Interest 5508741
b) DebentureNov-convertible Part C Redeemable Debenture
Principal 190062Interest 19695
Also refer to Note No 4
(x) Whether the company has given any guarantee for loans taken by others from bank or financial institutions the terms and conditions whereof are prejudicial to the interest of the company
(x) The Company has given guarantee for loans taken by Other Company others from bank or financial institution and the related terms and conditions are not prejudicial to the interest of the Company
(xi) Whether term loans were applied for the purpose for which the loans were obtained
(xi) Based on the information and explanations given to us by the Management no Term Loan was obtained by the Company during the year
(xii) Whether any fraud on or by the company has been noticed or reported during the year If yes the nature and the amount involved is to be indicated
(xii) Based upon the audit procedures performed during the course of our audit and information and explanations given by the Management we report that no fraud on or by the Company has been noticed or reported during the year
For S S KOTHARI amp COChartered Accountants
Firm Registration No 302034E
A DATTAPlace Kolkata PartnerDate 29th May 2015 Membership No 005634
Uniworth Limited46
UNIWORTH
UNIWORTHLIMITED
Particulars Note No As at 31032015
As at 31032014
I EQUITY AND LIABILITIES 1 Shareholders Fund
a) Share Capital 2 399862 399862 b) Reserves and Surplus 3 (9551249) (9151387) (9086744) (8686882)
2 Non-Current Liabilitiesa) Long Term Borrowings 4 - - b) Other Long Term Liabilities 5 227675 214963 c) Long Term Provisions 6 919008 1146683 909815 1124778
3 Current Liabilitiesa) Short Term Borrowings 7 2888541 2888676 b) Trade Payables 8 3367901 3114249 c) Other Current Liabilities 9 10578553 10028310 d) Short Term Provisions 10 3729 16838724 2397 16033632
Grand Total 8834020 8471528 II ASSETS
1 Non-Current Assetsa) Fixed Assets 11
i) Tangible Assets 378887 420957 ii) Capital Work in Progress 5468 7774
b) Non-Current Investments 12 300067 300067 c) Long Term Loans and Advances 13 79596 764018 73612 802410
2 Current Assetsa) Inventories 14 363263 398178 b) Trade Receivables 15 6443072 6042724 c) Cash and Cash Equivalent 16 25352 17946 d) Short Term Loans and Advances 17 643478 615433 e) Other Current Assets 18 594837 8070002 594837 7669118
Grand Total 8834020 8471528 Significant Accounting Policies 1Other Disclosures 25 - 40
Accompanying Notes are an integral part of the Financial StatementsThis is the Balance Sheet referred to in our Report of even date
BALANCE SHEET AS AT 31ST MARCH 2015 (` in 000rsquos)
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Annual Report 2015 47
UNIWORTH
UNIWORTHLIMITED
Particulars NoteNo
For the year ended31032015
For the year ended31032014
I Revenue from OperationsSale of products 1357763 1155975 Less Excise Duty - - Net Turnover 1357763 1155975
II Other Income 20 33895 235313 III Total Revenue (I + II) 1391658 1391288 IV Expenses
Cost of Materials Consumed 21 652552 724694 Purchases of Stock in Trade 33333 313 Changes in Inventories of Finished Goods Work in Progress amp Stock in Trade 22 14347 (8299)
Employees Benefits 25 151140 139783 Finance Cost 23 536119 536116 Depreciation and Amortisation 25 42727 42824 Other Expenses 24 424306 1854524 406500 1841931 Total Expenses 1854524 1841931
V Profit before tax (462866) (450643)VI Extra Ordinary Item 25 1639 1639 VII Profit before tax after Extra Ordinary
Items (464505) (452282)
VIII Tax Expenses - - IX Profit (Loss) for the period (464505) (452282)X Earnings Per Equity Share
i) Basic (1367) (1331)ii) Diluted (1367) (1331)
Significant Accounting Policies 1Other Disclosures 25 - 40
Accompanying Notes are an integral part of the Financial StatementsThis is the Statement of Profit amp Loss referred to in our Report of even date
STATEMENT OF PROFIT amp LOSS FOR THE YEAR ENDED 31ST MARCH 2015 (` in 000rsquos)
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Uniworth Limited48
UNIWORTH
UNIWORTHLIMITED
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2015 (` in 000rsquos)
Particulars 31032015 31032014A Cash Flow from Operating Activities
Net Profit (Loss) before Tax (464505) (452282)Adjustments For Depreciation and amortisation expense 42727 42824 Exceptional Items 1639 1639 Interest Income (2700) (2299)Dividend Received - (2)Net (Gain)Loss on foreign exchange (26043) (114085)Finance Cost 536119 536116 Sundry Balances w_off 152 - Unspent Liabilities Written Back - (9895)Operating Profit before Working Capital Changes 87389 2017 Adjustments For Increase(Decrease) in Other Long Term Liabilities 12712 20646 Increase(Decrease) in Long Term Provisions 9194 9106 Increase(Decrease) in Short Term Provisions 1332 (2926)Increase(Decrease) in Trade Payables 253652 158899 Increase(Decrease) in Other Current Liabilities 550241 602658 Decrease(Increase) in Non-Current Investment - - Decrease(Increase) in Long Term Loans amp Advances (5984) 1518 Decrease(Increase) in Other Non-Current Assets - - Decrease(Increase) in Inventories 34916 (26068)Decrease(Increase) in Trade Receivables (400348) (331229)Decrease(Increase) in Short Term Loans amp Advances (28198) (20496)Decrease(Increase) in Other Current Assets - (1)Cash Generated from (used in) Operating Activities 514906 414124 Tax Expense - - Net Cash Flow from(used in) Operating Activities (A) 514906 414124
B Cash Flow from Investing Activities Interest Income 2700 2299 Dividend Income - 2 Proceeds from sale of Non-Current Investments - - Addition to Tangible Fixed Assets 1408 1295 Addition to Intangible Fixed Assets - - Sale of Tangible Fixed Assets 241 5 Net Cash flow from(used in) Investing activities ( B ) 4348 3601
Annual Report 2015 49
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos)
Particulars 31032015 31032014C Cash Flow from Financing Activities
Proceeds from Equity Shares - - Repayment from Long term Borrowings - - Proceeds from Short term Borrowings (134) (1)Exceptional Items (1639) (1639)Net Gain on foreign exchange 26043 114085 Interest Expense (536119) (536116)Net Cash Flow from Financing Activities ( C ) (511849) (423671)Net Increase ( Decrease ) in Cash amp Cash Equivalents ( A+B+C ) 7406 (5947)Closing Balance of Cash amp cash Equivalents 25352 17946 Opening Balance of Cash amp cash Equivalents 17946 23893 Net Increase ( Decrease ) in Cash amp Cash Equivalents 7406 (5947)
Notes 1 The above Cash Flow Statement has been prepared under the ldquoIndirect Methodrdquo as set out in Accounting
Standard -3 on Cash Flow Statement notified under the Companies (Accounting Standards) Rules 20062 Addition to Fixed Assets include movement of Capital Work in Progress during the year3 Proceeds from Long term Borrowings are shown net of repayments 4 Figures in brackets represent cash outflow from respective activities 5 Cash amp cash Equivalents do not include any amount which is not available to the Company for its use6 As breakup of Cash amp cash equivalents is also available in Note No16 reconciliaton of items of Cash amp
cash equivalents as per Cash Flow Statement with the equivalent items reported in the Balance Sheet is not required
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Uniworth Limited50
UNIWORTH
UNIWORTHLIMITED
1 SIGNICANT ACCOUNTING POLICIES A BASIS OF PREPARATION The Financial Statements have been prepared to comply in material respects with the Accounting
Principles generally accepted in India including mandatory Accounting Standards specified under Section 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014 under the historical cost convention and on accrual basis The Accounting Policies in all material respect have been consistently applied by the Company and are consistent with those used in previous year
B TANGIBLE ASSETS Tangible Assets are stated at cost including pre-operative expenses amp borrowing cost allocated to
qualifying assets in proportion to costs thereof C IMPAIREMENT OF ASSETS An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value An
impairement loss is charged to the profit and loss account in the year in which an asset is identified as impaired The impairement loss recognised in prior accounting period is reversed if there has been a change in the estimate of recoverable amount
D CAPITAL WORK IN PROGRESS Stated at Cost E DEPRECIATION a The full value of Leasehold land is amortized over the period of lease b Depreciation on Tangible Assets continues to be provided on straight-line method at the rates
prescribed in erstwhile Schedule ndash XIV of the Companies Act 1956 This is a non-compliance of mandatory Accounting Policy required to be followed by the Company for Depreciation on Tangible Assets in terms of Accounting Standard (AS) 6 Depreciation Accounting
F INVENTORIES Basis of Valuation Raw Material At Cost Stores amp Spare Parts At Weighted Average Cost Work in Process and Finished Goods At Cost or Market Value whichever is lower Cost for this
purpose is determined with reference to cost of materials labour and appropriate overheads
Waste Stock At estimated realizable value except waste of Silk Division used for recycling which is valued at Cost as per past practice
G INVESTMENTS Long Term Investments are stated at cost less provision and write off in cost wherever the management
considers the fall in value to be of permanent in nature H BORROWING COSTS Borrowing costs that are attributable to the acquisition and construction of a qualifying asset are capitalized
as part of cost of that asset Other borrowing costs are recognised as expense in the period in which they are incurred
I EMPLOYMENT BENEFITS i) Short Term Employees Benefits The undiscounted amount of short-term employee benefits expected to be paid in exchange for the
services rendered by employees is recognized during the period when the employee rendered the service This benefit includes salary wages short-term compensatory absences and bonus
NOTES TO THE FINANCIAL STATEMENTS
Annual Report 2015 51
UNIWORTH
UNIWORTHLIMITED
ii) Long Term Employees Benefits a) Defined contribution Short Term Employees Benefits to ESIC (employees State Insurance
Corporation) and Provident Fund Schemes This contribution is recognized during the period in which employee renders service
b) Defined Benefit Scheme For defined benefit scheme the cost of providing benefit is determined using the projected unit credit method with actuarial valuation being carried out at each balance sheet date The retirement benefit obligation recognized in the balance sheet represents the value of defined benefit obligation as reduced by fair value of planned assets Actuarial gain and losses are recognized obligation in full during the period in which they occur
c) Leave encashment is determined on accrual basis J RECOGNITION OF INCOME AND EXPENDITURE Items of Income and Expenditure are recognised on accrual basis K SALES Sales are inclusive of Job Processing charges and exclude Inter Unit transfer claims etc L FOREIGN EXCHANGE TRANSACTIONS a) Assets and Liabilities relating to Foreign Currency outstanding at the year-end are translated at the
year-end rates b) Purchases and Sales are accounted for at average rates of exchange prevailing in the month
immediately preceding the month of transactions and the difference on account of foreign exchange fluctuation on the date of actual paymentrealization are treated as foreign exchange gainloss
M SEGMENT REPORTING The accounting policies adopted for Segment Reporting are in line with the accounting policies of the
company Revenue and Expenses have been identified to Segments on the basis of their relationship to the
operating activities of the segment Revenue and Expenses that relate to the enterprise as a whole and are not allocable to segment on a reasonable basis have been included under ldquoOthersrdquo
N TAXATION Current Tax is determined on the basis of the amount of tax payable under the Income Tax Act 1961
if any Deferred Tax LiabilitiesAssets subject to consideration of prudence are recognized and carried forward only when there is reasonable certainty that sufficient taxable Income will be available against which such Deferred Tax Liabilities Assets can be adjusted
O PROVISIONS AND CONTINGENT LIABILITIES The company recognizes a provision when there is a present obligation as a result of a past event that
probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may but probably will not require an outflow of resources Where there is possible obligation or a present obligation and the likelihood of outflow of resources is remote no provision or disclosure for contingent liability is made Contingent liabilities are generally not provided for in the accounts and are disclosed separately in Notes on Accounts
P EARNING PER SHARE Basic earning per share is calculated by dividing the net profit or loss for the period attributable to
equity shareholders by weighted average number of equity shares outstanding during the period The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for the events such as bonus share other than conversion of potential equity shares that have changed the number of equity shares outstanding without a corresponding change in resources For the purpose of calculating diluted earning per share the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares
NOTES TO THE FINANCIAL STATEMENTS
Uniworth Limited52
UNIWORTH
UNIWORTHLIMITED
NOTES TO THE FINANCIAL STATEMENTS2 Share Capital
Particulars 2014-15 2013-14a) Authorised
40000000 Equity Shares of ` 10- each (Previous Year 40000000 Equity Shares of ` 10- each)
400000 400000
900000013 Non Convertible Cumulative Redeemable Preference Shares of ` 100- each (Previous Year 9000000 Preference Shares of ` 100- Each)
900000 900000
Total 1300000 1300000 b) IssuedSubscribed amp Paid Up
33986243 Equity Shares of ` 10- each (Previous Year 33986243 Equity Shares of ` 10-each)
339862 339862
Preference Shares of ` 100- each (Previous Year 600000 13 Non Convertible Cumulative Redeemable Preference Shares of ` 100- each)
60000 60000
Total 399862 399862
c) Reconciliation of the number of Equity Shares Outstanding
Particulars 2014-15 2013-14Nos Nos Nos Nos
Number of Shares outstanding at the beginning of the year
33986243 33986243
Number of Shares outstanding at the end of the year
33986243 33986243
d) Reconciliation of the number of Preferance Shares Outstanding
Particulars 2014-15 2013-14Nos Nos Nos Nos
Number of Shares outstanding at the beginning of the year
600000 600000
Number of Shares outstanding at the end of the year
600000 600000
e) Shares in the Company held by each Shareholders holding more than
Name of Shareholders Number ofShares held
of Shareheld
Number ofShares held
of Shareheld
Nos Nos Nos NosAviante International Limited 6924975 2038 6924975 2038
f) Rights Preferances and Restrictions attached to Shares Issued
Each Equity Shareholder holding shares of ` 10- each is eligible for one vote per share held and is entitled to dividend when proposed by the Board of Directors subject to the approval of the sharesholders in the Annual General Meeting Each Equity Shares holders is entitled to participate in repayament of Capital on liqudation after all secured creditors have been paid
(` in 000rsquos)
Annual Report 2015 53
UNIWORTH
UNIWORTHLIMITED
Note 13 Non Convertible Cumulative Redeemable Preference Shares have already matured for redemption
completely by 12th December 2002 as per terms of redemtion However no part of this Share Capital amount could be redeemed by the aforesaid date The Company has received during the year 2010-11 a letter from IDBI The holders demanding forthwith the payament of the entire amount due on redemption togathet with the dividends due thereon
However the matter is pending restructuring of loans due to banks and financial institutions
3 Reserve amp Surplus
Particulars As at 31st March 2014
Addition Deduction As at 31st March 2015
a) Capital Reserve-Cpital Subsidy 6030 - - 6030
b) Securities Premium Account 406046 - - 406046
c) Debenture Redemption Reserve 87000 - - 87000
d) SurplusLoss (9585820) (464505) - (10050325)
(9086744) (464505) - (9551249)
4 Long Term Borrowings
Particulars 2014-15 2013-14a) Bonds Debentures
Secured4050990 125 Non Convertible Part-C Debentures of Rs50- each (Previous Year 4050990 Non Convertible Part-C Debentures of ` 50- each)
190060 190062
Less Unpaid Matured Debentures 190060 - 190062 -Terms of repayment Non - Convertible Part - C of the Debentures of ` 50 each Redeemable at par as per the terms of the issue in three equal instalments on 2341999 2342000 amp 2342001Security The debentures together with interest etc are secured by first mortgage and charge on all the companyrsquos immovable and movable assets both present and future and charge on current assets subject to prior charge createdto be created thereon in favour of the Companyrsquos Bankers for securing borrowings for Working Capital Requirements in the ordinary course of business The mortgage and charge referred to above shall rank pari passu with the mortgages and charges created to be created in favour of the Financial Institutions
(` in 000rsquos)
(` in 000rsquos)
Uniworth Limited54
UNIWORTH
UNIWORTHLIMITED
Particulars 2014-15 2013-14b) Term Loan
From Banks Financial InstitutionsSecured Rupee Loan 1893181 1893181
Foreign Currency Loan 1094029 1053602
2987210 2946783
Less Overdue portion of Rupee amp Foreign Currency Loan (Refer Note 9 (d)]
2987210 - 2946783 -
Terms of RepaymentAs per original agreement all the Term Loans have Become due for repaymentHowever the companyrsquos negotiation with term lenderrsquos for the re-schedulingrestructuring is in process
Nature of SecurityThe Term Loan from Financial InstitutionsBanks are secured to be secured by a first mortgage and charge on all the Companyrsquos immovable and moveable assets of the Company both present and future and charge on current assets subject to prior charge created andor to be created thereon to secure borrowings for Working Capital Requirements in the ordinary course of bussiness The mortgage and charge referred to above shall rank pari passu interse
Total - -
Notes 1) The company being a sick industrial undertaking could not redeem debentures amp interest thereof as per
the terms of issue which will be dealt properly in the restructuring scheme Accordingly no transfer has been made to the Account of Investor amp Protection fund
2) Following the declaration of the Company as a Sick Industrial undertaking by the Board for Industrial and Financial Reconstruction (BIFR) vides its Order dated 30012006 in terms of Section 3 (1) (A) of the Sick Industrial Companies (Special Provisions) Act 1985 and also athe appointment of Industrial Development Bank of India as the Operating Agency for preparation of a viability study report to revive the Company Appeals against the said order were preferred by some of the secured lenders as well as the Company before the AppellateAuthority for Industrial amp Financial Reconstruction (AAIFR) The said appeals were taken up and adjudicated and vide its order dated 05122007 AAIFR has remanded the case back to BIFR with a direction to reconsider the earlier references of the company on the basis of its earlier Balance Sheets also During the year 2010-11 in one of the appeals pending before AAIFR and in pursuance of ARCILrsquos application AAIFR has opined that in veiw of the actions taken by ARCIL under Section 13 (4) of SARFAESI Act the reference filed by the Company stood abated in one of the appeals pending before AAIFR under the proviso to Section 15(1) of SICA
Following the reference application filed by the company having stood abated under the proviso to Section 15(1) of SICA ARCIL has asked Indoworth to handover to them the possession of assets of the company covered by the security
(` in 000rsquos)
Annual Report 2015 55
UNIWORTH
UNIWORTHLIMITED
However matter is subjudice in a suit before the Kolkata High Court and necesssary adjustments would be made in the financial statements if required consequent to the final outcome of the proceedings Pending the above the financial statements have been drawn up on Going Concern basis as the Management is of the view that the going concern assumption is not vitiated for the reason as stated above
3) Under the provisions of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) ARCIL has taken over possession of the secured assets of the Companyrsquos plants during the Financial Year 2008-09 and has appointed Indoworth India Ltd as the Custodian of such assets
The Companyrsquos business continued since the aforesaid take over as usual However the matter is subjudice in a suit before the Calcutta High Court and necessary adjustments in the financial statements if required would be made upon final adjudication of the proceedings However these Accounts have been prepared on a Going Concern basis as the Management is of the view that the Going Concern assumption is not vitiated for the reason as stated above
4) The outstanding balance of Term Loans from Financial Institutions and some of the banks are subject to receipt of confirmation statements which couldnot be avialable due to restructuring in progress
5 Other Long Term Liabilities
Particulars 2014-15 2013-14MP Houshing Board 23331 23331
Electricity Duty 18569 18569
Water Charge 756 42656 756 42656
Selling Commission and Claim amp Discount 183317 170586
Security Deposit 850 850
Others 852 871
Total 227675 214963
6 Long Term Provisions
i) Provision for Employees BenefitsGratuity 37826 30090
Leave Encashment 8954 46780 7497 37587
ii) OthersProvision for Commission on Export Bills 325093 325093
Provision for Sales Claim on Export Bills 547135 872228 547135 872228
Total 919008 909815
Notes The final settlement in respect of sales claims amp commissions provided during the year 2002-03 for ` 872228 lacs is still pending amp the necessary adjustment for such claim amp commissions will be made after finalisation on receipt of necessary approval from the concerned regulatory authorities
(` in 000rsquos)
Uniworth Limited56
UNIWORTH
UNIWORTHLIMITED
NOTES TO THE FINANCIAL STATEMENTS7 Short Term Borrowings
Particulars 2014-15 2013-14a) Loan Repayble on Demand
i) From BanksSecured Packing Credit 659787 659787
Foreign Bill Discount 1311299 1971086 1311299 1971086
Unsecured Book Overdraft From Banks 917455 917455
Nature Security The Working Capital from banks are secured to be secured by first charge by way of hypothecation on the Companyrsquos stocks of Raw Materials Consumables stores Semi-finished and Finished Goods and book debts present and future and Second and sub-servient mortgage and charge created to be created on the companyrsquos immovable and movable assets present and future subject to first mortgage and charge created to be created thereon in favour of lenders of Term Loans amp Debentures
b) Deposit UnSecured - 135
Others
Total 2888541 2888676
Note The outstanding balance of borrowings from the banks for Working Capital Loans and Overdraft are subject to receipt confirmationstatements which could not be available due to restructuring being in progress
8 Trade Payable
Particulars 2014-15 2013-14Import
3295172
3022729
Local 72729 91520
Total 3367901 3114249
(` in 000rsquos)
Annual Report 2015 57
UNIWORTH
UNIWORTHLIMITED
Particulars 2014-15 2013-14Note 1) Amount dues to suppliers which are subject to
cnfirmation of the parties2) There are certain cases pending in appropriate
court regarding goods supplied by various creditors which are being disputed by the company Advance given to them will be adjusted once the cases are disposed off and settled
3) The Company has amounts due to suppliers under the MicroSmall and Medium Enterprises Development Act 2006 (MSMED Act) as at 31st Marchrsquo 2015 as under
The Principal amount and Interest due theeon remaining unpaid to any supplier as at the end of the year
138057 11343
The amount of Interest paid in terms of Section 16 along with the amount of the payment made to the supplier beyond the appointed day during the year
- -
The amount of interest due and payble for the period of delay payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under this Act
- -
The amount of Interest accrued and remaining unpaid at the end of the year
- -
The amount of Interest remaining due and payable even in the succeeding yearsuntil such date when the interest dues as above are actualy paid to the small enterprise
- -
The information has been given in respect of the vendors to the extent they could be identified as ldquoMicro and Smallrdquo enterprise on the basis of information available with the Unit of the Company
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Uniworth Limited58
UNIWORTH
UNIWORTHLIMITED
9 Other Current Liabilities
Particulars 2014-15 2013-14a) Current Maturities of Finance Lease Obligations
Lease Rent 551 138
b) Interest Accrued and Due on Borrowings Interest on Debenture 19695 19695
Interest on Term Loan 1203259 1139767
Interest on Working Capital Loan 5374179 4986011
Interest on ARCIL 609386 7206519 524930 6670403
c) Unpaid Debentures and Interest Accrued thereonOver due unpaid matued Debenture - Refer Note 4(a) 190060 190062
d) Other PayablesOver Due portion of long Term Debentures - Refer Note 4(b)
2987210 2946783
Contribution to PF and Other Funds 1683 1633
Salary Wages amp Bonus 8309 7643
Tax Deducted at Sources 1109 856
Taxes amp duties 11676 15055
Leagal amp Professional Expenses -
Audit Fees 266 266
Power amp Fuel 10430 8216
Rent 732 3205
Selling Commission 7272 14485
Claim amp Discount -
Excise Duty 864 852
Liability for Capital Goods 122954 131829
Miscellaneous Liabilities 17267 23620
Advance credit Balance - 994
Advance From Customer 11651 12270
Total 10578553 10028310
10 Short Term Provisions
Particulars 2014-15 2013-14Others 3729 2397
Total 3729 2397
Note Based on the past experience the company has provided ` 3729 lacs (previous year ` 2397 lacs) during the year as sales claim which the management thinks adquate to meet future claims
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Annual Report 2015 59
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS11 Fixed Assets
i) Tangible Assets
PARTICULARS GROSS BLOCK DEPRICIATION NET BLOCK
Cost as at1042014
Addition during the
year
Deductionadjustment during the
year
Cost as at31032015
Upto1042014
For theYear
Deductionadjustment during the
year
Upto31032015
As At31032015
As At31032014
Free Hold Land 9742 - - 9742 - - - 9742 9742
Lease Hold Land 2425 - - 2425 490 16 - 506 1919 1935
Building 257083 - - 257083 138784 8499 - 147283 109800 118299
Plant amp Machinery 1897145 43 - 1897188 1616282 32931 - 1649213 247975 280863
Electrical Installation 47248 12 - 47260 42515 444 - 42959 4301 4733
Vehicle 3673 - - 3673 3133 253 - 3386 287 540
Furniture amp Fixtures amp off Equip
23287 843 308 23822 18442 584 67 18959 4863 4845
Total 2240603 898 308 2241193 1819646 42727 - 1862306 378887 420957
Previous Year 2239559 1049 5 2240603 1776822 42824 - 1819646 420957 -
Capital Work In Progress
7774 - 2306 5468 - - - - 5468 7774
12 Non-Current Investments
Particulars 2014-15 2013-14a) Investments in Equity instruments
Bodies Corporate Quoted Fully Paid Upi) Joiprakash Associates Ltd
625 (Previos Year 625 Equity Sharers of ` 10- each) Equity Shares of ` 10- each
17 17
ii) Uniworth International Ltd527600 (Previous Year 527600 Equity Shares of ` 10- each) Equity Shares of ` 10- each
792 792
iii) Uniworth Textiles Ltd5687500 (Previous Year 5687500 Equity Shares of ` 10- each) Equity Shares of ` 10- each
17632 18440 17632 18440
Un-Quoted Fully Paid Upi) KDL Pharma Ltd
1500000 (Previous Year 1500000 Equity Shares of 10- each) Equity Shares of 10- each (Full amount Re1-)
ii) Uniworth Power Ltd900 (Previous Year 900 Equity Shares of ` 10- each) Equity Shares of ` 10- each
iii) Uniworth Apparal Ltd2075000 (Previous Year 2075000 Equity Shares of ` 10- each) Equity Shares of ` 10- each
2075 2075 2075 2075
Uniworth Limited60
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Particulars 2014-15 2013-14b) Investments in Debentures or Bonds
Indoworth India Ltd3000000 (Previous Year 3000000 Secured Zero Coupon Debenture of ` 100- each) Secured Zero Coupon Debentures of ` 100- each
300000 300000
c) Investments in Mutual FundsQuoted Fully Paid UpUnit Trust of India 5000 units of Master Equity Plan of ` 10- each(Previous Year 5000 units of ` 10 each)
50 50
320565 320565 Less Provission for diminution in value of Investments 20499 20499 Total 300067 300067 Aggregate value of Quoted Investment 18490 18490 Market value of Quoted Investment 17902 17821 Aggregate value of Un-Quoted Investment 302075 302075 Aggregate Provission for diminution in value of Investments
20499 20499
13 Long Term Loans and Advances
Particulars 2014-15 2013-14a) Security Deposits
Secured Considered Goods 114 114 With Govt Department 24002 21828 UnsecuredConsidered Goods 34501 58617 32032 53974
b) Other Loans and Advances Secured Considered GoodsTaxes amp duties paid under Protest 10786 9524 UnsecuredConsidered Goods 10193 20979 10114 19638 Total 79596 73612
14 Inventories
Particulars 2014-15 2013-14a) Raw Materials 50430 63007 b) Work in Progress 157654 143425 c) Finished Goods 117157 149351 d) Stores amp Spares 21729 29720 e) Waste Stock 16293 12675
Total 363263 398178
Note 1 Mode of valuation - Refer Accounting Policy Note-1(f)2 Finished Goods i) Value of ` 18438 Lacs lying with thrid party ii) Value of ` 11551 Lacs under seizer of the Excise Department for a storage of Stock with a third party
without obtaining permission of the Excise Department
Annual Report 2015 61
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS15 Trade Receivables
Particulars 2014-15 2013-14Sundry Debtors UnsecuredConsidered Goods Outstanding for a period exceeding six month 6406061 5885516 Other Debts 37011 6443072 157208 6042724 Doubtful Outstanding for a period exceeding six month 1644 1644 Less Provision for doubtful debts 1644 - 1644 - Total 6443072 6042724
Note 1) Trade Recievable includes ` 204121 Lacs due from a Company which has become sick and registered with
BIFR under the Sick Industrial Companies (Special Provisions) Act 1985 Quantum of amount considered doubtful is not ascertainable at this Stage Accordingly no provision has been made in the account in this regards
2) In respect of Sundry Debtors (including Domestic sales Debtors) adjustments are pending against supplies and other liabilities etc due to the buyers Managent is confident of recovering the balance after such adjustments pending approval from concerned regulatory authority
3) Certain Debtors are subject to Confirmation4) Trade Recievable includes i) ` 369789 Lacs representing overdue Export Bills outstanding for long against which the acompany has
obtained a decree for realizing the outstanding debts over a period of time ranging up to twenty years The company has also filed an appeal for reductionvariation of the period of time
ii) ` 2709712 lacs representing overdue Export Bills outstanding for long that will be set off against import liabilities claims and commission etc of the respective parties
iii) ` 99230 lacs representing overdue Export Bills outstanding for long against which the management has taken appropriate steps for its recovery
iv) ` 13162 Lacs represanting other trade recievables outstanding for long against which the management has taken appropriate steps for recovery According no provision gas been considered necessary at this stage
16 Cash and Cash Equivalent
Particulars 2014-15 2013-14a) Balances with Banks
In Current Account 20129 10096 Margin Money 4499 4499 Fixed Deposit with Bank 446 25074 3059 17654
b) Cash on hand 278 292 Total 25352 17946
Note 1) Balances with the Bank in Current Account include Debit balances in Current Account of ` 7914 Lacs which
are subject to receipt of confirmation because of restructuring being in progress2) Fixed Deposit lodged with Bank as margin for Guarantee ` 407 Lacs and with Sales Tax Authorities ` 039
Uniworth Limited62
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTSLacs
3) During the year one of the banker of the company Axis Bank Ltd under instructions from ARCIL has made debit freeze (freezing all withdrawals ) of all current account of the company maintained with them the balance of which as per books amounted to ` 6523 lacs as on 31st March 2015As per Confirmation Certificates obtained from the Bank total balance of all such Current Accounts works out to ` 426 lacs as on 31st March 2015 in absence of any details of the withdrawalsother transactions made from such Accounts necessary entries could not be made in the books of the company
4) During the year the company opened certain new Current Accounts with Banks (other than the bankers of the Company)
17 Short Term Loans and Advances
Particulars 2014-15 2013-14a) Loans and Advances to Related Parties
Unsecured Considered GoodUniworth Textiles Limited 126226 132487 Doubtful Uniworth Apparel Ltd 129316 129316 Less Provission for Doubtful Advance 129316 - 129316 -
b) Others Secured Considered Good UnsecuredConsidered Good Loans to Bodies Corporates 21680 21680 Interest Receivable 10417 10417 Advance to Suppliers 20707 16632 Vat Receivable Cenvat Rebate Recievable 9184 8635 TDS Receivable 3482 3045 Focus Market Recievable 1917 Excise Duty Advance ( PLA ) 14 Service Tax amp Ed Cess Receivable 634 2422 DEPB Receivable 6 6 Duty Draw Back Receivable 720 2085 CST Refund Claim Receivable - 477 ADVANCE FBT REFUNDABLE 67 67 Claims Receievable from Banks 68936 68936 Prepaid Expenses 1042 1169 Miscellaneous Advances 378446 517252 347375 482946 Doubtful Loans to Bodies Corporates 69065 69065 Less Provision for Doubtful Advance 69065 - 69065 - Total 643478 615433
Note
Annual Report 2015 63
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS1) Claim receivable of ` 68936 lacs due from various banks on account of excess interest charged by them in
earlier years are subject to confirmation No provision has been made there against2) Short Term Loans and Advances includes ` 132709 Lacs which have become sick and referred to BIFR under
the Sick Industrial Companies (Special Provisions) Act 1985 Quantum of amount considered doubtful is not ascertainable at this Stage Accordingly no provision has been made in the account in this regards
3) Advance includes ` 314473 Lacs due from a party which in opinion of the Management is considered t be fully recoverable
4) Advance includes ` 010 Lacs due from a director (Max Amount at any time during the year ` 108 Lacs)5) Certain Advances are subject to Confirmation
18 Other Current Assets
Particulars 2014-15 2013-14Transfer of Fixed Assets 594837 594837 Total 594837 594837
Note The adjustment of ` 594837 lacs pertaining to transfer of Fixed Assets of the company in earlier years under scheme of demerger is still pending and will be dealt in restructuring Scheme19 Contingent Liabilities and Commitments (To the extent not provided for)
i) Contingent Liabilities a) Claim against the company not acknowledged as
debt b) Guarantees 767629 767742 c) Other money for which the company is contingently
liable - Letter of Credit 9882 9882 - Arrear Dividend on 13 Non Convertible Cumulative Redeemable Preference Shares (Refer Note 2 (b)) 38224 38224 - Entry Tax 8858 8858 - Central Commercial Sale Tax Demands 20463 20463 - Excise Demands 104329 127129 - Interest on Lease rent 473 - TDS Demand Default 923 - Custom Demands 46922 25200 - Professional TaxLabour CasesWater Cess etc 985 981 - Electricity Duty 11545 242604 115450 346187 Total 1010233 1113929
Note 1) Claims Disputed liabilities not acknowledged as debtthe amount of which is not ascertained2) Gaurantees include Corporate Guarantees ` 7000 lacs ( Previous Year ` 7000 lacs) given by the Company
to financial Institutions and Banks for granting Term Loans and Working Capital Loans to certain Body Corporates
Uniworth Limited64
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS20 Other Income
2014-15 2013-14a) Interest Income (TDS ` 48052- PY ` 852437-) 2699 2299 b) Other Non - operating Income (Net) 31196 233014
Total 33895 235313
21 Cost of Materials Consumed
a) Raw Materials 652552 724694 Total 652552 724694
22 Change in Inventories
a) Closing StockFinished Goods 117157 149352 Work in Progress 157654 143425 Waste 16293 291104 12674 305451
b) Opening StockFinished Goods 149352 117114 Work in Progress 143425 167480 Waste 12674 305451 12558 297152 Total 14347 (8299)
23 Finance Cost
a) Interest Expense 536119 536116 Total 536119 536116
Notes 1 Interest provision on borrowing from some of the institutions and banks has been made in the accounts at
prevailingestimated rates on simple interest basis applicable on such loans The impact of compound interest Penal charges wherever applicable could not be ascertained Besides there is dispute between the Company and BankersCreditors over the issue of charging interest and payment to the BankersCreditors of interest and principal amountThe BankersCreditors have approached appropiate court of law for recovery of its due which is being defended by the Company
2 Pending restructuring interest provision on certain loansborrowings has not been made and impact of the same is not presently ascertainable
24 Other Expenses
Particulars 2014-15 2013-14Stores amp Spare parts Consumption 132265 105108 Rent 2281 1873 Rates amp Taxes 9476 4298 Insurance 1570 1074 Power amp Fuel 132683 107966 Repairs amp Maintanance 5228 5997 Bank Charges 388 484
Annual Report 2015 65
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Particulars 2014-15 2013-14Travelling amp Conveyance 8472 7678 Directors Fees 34 40 Payment to Auditors 310 316 Brokarage amp Commission 31788 21295 Legal and Professional Expense 11176 10551 Postage and Telegram 3528 2066 Stock Echange Listing Fees 171 - Sundry Balnces woff 152 - Freight amp Forwarding 8961 5847 Previous Year Adjustment 27401 2680 Net Loss on Foreign Currency Exchange - 94977 Miscellaneous Expenses 48422 34250 Total 424306 406500
25 Additional Information
1 (a) Employees Benefits Expense Salaries and Wages 121483 120642 Contribution to Providend Fund and Other Fund 18697 8540 Staff walfare Expense 10960 10601 Total 151140 139783
Note Salary and Wages includes payment to a whole time director remuneration (b) Depriciation and Amortizartion Expense
Tangible Assets 42727 42824 Intangible Assets - Total 42727 42824
(c) Payments to Auditors Audit Fees 225 225 Taxation Matter 30 30 Other Services 30 37 Reimbursement Of Expenses 25 24 Total 310 316
(d) Exceptional and Extra Ordinary Items i) Extra Ordinary Item Impairment of Capital Work in Progress 1639 1639 Total 1639 1639
(e) Prior Period Items Previous Year Adjustment 27401 2680 Total 27401 2680
Uniworth Limited66
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
Particulars 2014-15 2013-14 Qty Value (`
In lacs) Qty Value (`
In lacs) 2 a) Raw Material consumption (Under Broad Head)
i) Scoured Wool Wool Top 395824 3288 394649 2810 ii) Polyester Tow Tops 352452 545 244445 340 iii) Silk Tops 237671 2605 236291 3993 iv) Others 118274 87 141371 104 Total 1104221 6526 1016756 7247
b) Goods Purchased under broad head 9521 333 241 3 Total 9521 333 241 3
3 Work In Progress under broad headWool Tops 93757 919 75885 577 Polyester Tops 32668 109 45001 113 Waste 6805 34 120 1 Acrylic tops - - 493 1 Others 24688 515 32767 742 Total 157918 1577 154266 1434
4 a) Value of imports calculated on CIF basis by the company during the financial year in respect of -I Raw Materials 1159 130998 II Componants and Spare Parts 16916 20704 III Capital Goods - 18075 - 151702
b) Expenditure in Foreign Currency during the financial yearI Travelling - 334 II Commission to Selling Agent 39926 9129 III Others - 516
c) Total value of Imported and Indigenous materials consumedI Raw Material
Imported 1487 144509 Indigenous 651065 652552 580185 724694 Total 652552 724694
II Spare Parts and ComponantsImported 9319 19606 Indigenous 122946 132265 85502 105108 Total 132265 105108
d) The amount remited during the year in foreign currency on account of dividends to Non- Resident Shareholders
Annual Report 2015 67
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS
e) Earnings in Foreign ExchangeI Export of Goods calculated on FOB Basis 125682 77602 II Royalty Know-how Professional and
Consultation FeesIII Interest and DividendIV Other Income
Note Including deemed export ` 110538 lacs (Previous year ` 149115 lacs)26 Managing Whole Time Executive Directorsrsquo Remuneration
(` In Lacs) (` In Lacs) Salary 600 1056 Allowances 209 629 Perquisites 065 078 Total 874 1763
27 Related Party disclosure as required by AS ndash 18 ldquoRelated Party Disclosurerdquo are given below a) Relationship Associates Uniworth Textile Ltd Uniworth Power Ltd Uniworth Apparel Ltd Aviante International Ltd Key Management Personnel Mr S N Shenwai b) Transactions with Related parties (` in Lacs)
Associates2014-15 2013-14
Purchase of Goods Sales of Goods 111555 100613 Services Rendered Enjoyed 14237 3278 Payment made to the Key Management Pesonnel of an Associate - 834 Loans amp Advances -Given during the yr 15961 13839 -Received during yr 21362 17310 -Balance 310315 (including receivables) 425051 132488 Guarantee Given 700000 700000
c) Transactions with Key Managemnt Personnel
Loans amp Advances Given During the year - 430 Received during the year 098 - Balance as on 31032015 010 430
d) Balance of ` 425051 lacs with Uniworth Textiles Limited (Related Party) as at 31st March 2015 is under reconciliation
Uniworth Limited68
UNIWORTH
UNIWORTHLIMITED
(` in 000rsquos) NOTES TO THE FINANCIAL STATEMENTS28 Based on the guiding principles given in Accounting Standards on ldquoSegment Reportingrdquo (AS-17) the Companyrsquos
primary business segment is Wool and Silk business
Segment wise Revenue Results and Capital Employed under Clause 41 of the Listing Agreement for the year ended 31st March 2015
(` In Lacs) (` In Lacs)
2014-15 2013-14 A Primary Segment
a) Segment Revenue (Net SalesIncome) i) Segment ndash Wool 766964 595091 ii) Segment ndash Silk 590799 560884 iii) Others
1357763 1155975 Less Inter-Segment Revenue ndash ndash Net SalesIncome from Operations 1357763 1155975
b) Segment Results Profit (+)Loss ( - ) ( Before Tax and Interest from each Segment)
Segment ndash Wool 6514 36524 Segment ndash Silk 66739 48950 Others
73253 85474 Less Interest (Net) 536119 536117 Add Other Un-allocable income net of un-allocable expenditure
(1639) (1639)
Total Profit(Loss) before Tax (464505) (452282)
c) Net Segment Assets (Segment Assets less Segment Liabilities) Segment Assets Segment Liabilities
2014-15 2013-14 2014-15 2013-14 i) Segment ndash Wool 77801 74360 80802 77361 ii) Segment ndash Silk 7538 7387 7538 7387 iii) Others iv) Unallocable assets amp liabilities 3001 3001 ndash ndash
Total 88340 84748 88340 84748
Net Segment Assets 2014-15 2013-14
(3001) (3001) ndash ndash ndash ndash
3001 3001 ndash ndash
(` in 000rsquos)
Annual Report 2015 69
UNIWORTH
UNIWORTHLIMITED
d) Capital Expenditure (including Capital work in progress amp Depreciation) Capital Expenditure Depreciation
2014-15 2013-14 2014-15 2013-14 Segment ndash Wool 9 10 390 390 Segment ndash Silk ndash 1 37 38 Others Total 9 11 427 428
B) Secondary Segment Segment ndash Wool Segment ndash Silk
Geographical Distribution of Segment Revenues
2014-15 2013-14 2014-15 2013-14
India 6243 5190 5908 5609 Outside India 1427 761 - - Total 7670 5951 5908 5609
29 Employee benefits (Revised Accounting Standard 15)
a) Defined Contribution Plan
The company makes contribution towards Provident Fund and ESIC to a defined contribution retirement benefit plan for qualifying employees
The Provident Fund plan is operated partly by RegionalProvident Fund Commissioners and partly by an independent Trust ESIC by Government agencies Under the said schemes the company is required to contribute a specific percentage of pay roll costs in respect of eligible employees to the retirement benefit scheme to fund the benefits
During the year the company has recognised ` 6405 lacs for Provident fund contribution Rs 1898 lacs for ESIC The Contribution payable to these plans by the Company is at the rates specified in the rules of the scheme
b) Defined Benefit Plans
i) The plan provides for a lump sum payment to vested employees upon retirement death while in employment or on termination of employment of an amount equivalent to 15 days basic salary payable for each completed year of service Vesting occurs upon completion of five years of continuous service
ii) The employees of the company are eligible for encashment of leave upon retirement up to 30 days for each year (Maximum 120 days) Leave is accounted for on accrual basis
NOTES TO THE FINANCIAL STATEMENTS (` in 000rsquos)
Uniworth Limited70
UNIWORTH
UNIWORTHLIMITED
(` in Lacs)
Gratuity(Infunded)
31-03-15 31-03-14A Expenses recognised in the Statement of Profit amp Loss Account for
the year ended 31032015 i) Current Service Cost 1492 852 ii) Interest Cost 2407 1949 iii) Expected return on planned Assets - - iv) Actuarial (gain)loss 4798 5358 v) Past Service Cost vi) Effect of any curtailment settlement vii) Unrecognised defined benefit Plan viii) Expenses recognised in the Profit amp Loss Ac 8697 8159
B Net (Asset) Liabilities recognised in the Balance sheet as at 31st March 2015 i) Present Benefit of defined benefit Obligation 37826 30089 ii) Fair Value of planned Asset iii) Net (Asset) Liabilities recognised in the Balance sheet 37826 30089
C Changes in the Present value of defined benefit obligation during the year ended 31st March 2015 i) Present Value of defined benefit obligation as at 1st April 2014 30089 22931 ii) Current Service Cost 1492 852 iii) Interest Cost 2407 1949 iv) Actuarial (gain)loss 4798 5358 v) Benefit Paid (960) (1001)
Present value obligation as at 31st March 2015 37826 30089 D Principal Actuarial Assumption Used
Discount rates as at 31st March 2015 800 850Expected Return on Planned Asset NA NA Expected Salary Increase rate 600 600Mortality Rate LIC
(2006-08) (Mortality
Table)
LIC (1994-95) (Mortality
Table)
E Reconciliation of Net Assets Liability recognized in the Balance Sheet as on 31st March 2015 Net Assets (Liability) recognized in the Balance Sheet as at 31st March 2014
30089 22919
Employerrsquos Expenses 8697 8171 Employerrsquos contributions (960) (1001)Net Assets Liability) recognized in Balance Sheet as on 310315 37826 30089 Note Above information have been compiled on the basis of certificate issued by the Actuaries
Annual Report 2015 71
UNIWORTH
UNIWORTHLIMITED
30 With the introduction of the companies Act 2013 with effect from 1st Arpil 2014 adoption of Schedule - II of the said Act regarding calculation of depreciation based on estimated Useful Life of each tangible asset has become mandatory from that date However as the companyrsquos Fixed Assets Register has not yet been fully updated with regard to estimated useful life of each asset calculation of depreciation as per schedule -II could not be made by Company during the year This tantamount to non- compliance of mandatory requirements of the Companies Act 2013 read with Accounting Standard (AS) 6 Depreciation Accounting Effect of such non-compliance on the Financial Statements of the Company is not presently ascertainable
31 The Company has not recognized Deferred Tax Assets (Net) as per Accounting Standard ndash 22 regarding ldquoAccounting for Taxationrdquo estimation of future in view of consistent losses and of uncertainty regarding Profit with reasonable certainty
32 Certain Banks and Financial Institutions have taken legal recourse for recovery of their dues from the companyLoans and Advances includes Rs 150 lacs deposited with the Banks in the name of advocates on record for both parties as per order of Honrsquoble Kolkata High Court in case of litigation with the Bank
33 Due to non-completion of certain technical formalities certain borrowing facilitieswhich were to be transferred to a body corporate pursuant to the original scheme of restructuring could not be made
34 The company has applied from time to time to The Reserve Bank of India for extension set off of certain over- due bills approval of which is still awaited
35 In preparation of these Accounts cognizance has not been taken by the Company of a Debit Note sent by a body corporate in an earlier year indicating the unilateral transfer back by the said body corporate of all the assets which were transferred to them on 01042000 together with all existing and underlying securitiescharges as part of the restructuring scheme formulated by ICICI in view of the various judicial proceedings pending at this juncture However the Company has been legally advised to deal with the above transfer back only after final disposal of the process of adjudication by the Court
36 Export obligation for the assets acquiredtaken on lease without payment of applicable duties lies with the Company under the provisions of the Exim Policy (Amount unascertained)
37 Discounts commission amp other selling expenses include commission Rs 23591 lacs (Pr year Rs 13381 Lacs)
38 Claims had been filed against the Compamy by a body corporate amounting to Rs 21625 Lacs for non fulfillment of certain clauses of an agreement relating to transfer of Nagpur Unit to them in respect this we are unable to express our opinion on liablities that may arise eventualy on finalistion of suit
39 Earning Per Shares (Rs in 000rsquos)
2014-15 2013-14a) Net Profit(Loss) after tax available for equity shareholders (464505) (452282)b) Weighted average number of Basic Equity Shares of Rs10- each
outstanding during the year (Noof shares) 33986243 33986243
c) Weighted average number of Diluted Equity Shares of Rs10- each outstanding during the year (Noof shares)
33986243 33986243
d) Basic Earning Per Shares (Rs) ab (1367) (1331)e) Diluted Earning Per Shares (Rs) ac (1367) (1331)
Uniworth Limited72
UNIWORTH
UNIWORTHLIMITED
40 The previous yearrsquos figures have been reworked regrouped rearranged and reclassified wherever necessary and practicable Amounts and other disclosures for the preceding year are included as an integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year
For S S KOTHARI amp COChartered AccountantsFirm Registration No 302034EA DATTAPartnerMembership No5634KolkataDated 29th May 2015
S N Shenwai T C JainExecutive Director Director
A K Ladia Silpi ChakrabortyCFO Director
Annual Report 2015 73
UNIWORTH
UNIWORTHLIMITED
If undelivered please return to UNIWORTH LIMITEDlsquoGreen Acresrsquo2 Nazar Ali Lane Flat - 4AKolkata - 700 019
UNIWORTH LIMITED CIN L17299WB1988PLC044984
Registered Office Green Acres 2 Nazar Ali Lane Flat-4AKolkata ndash 700 019 Telephone (033) 4006 1301 Email uniworthlimitedgmailcom
ELECTRONIC VOTING PARTICULARS
EVEN (Electronic Voting Event Number) User ID Password
Note Please read the instructions printed in the Notes of the Notice of AGM before exercising the vote
ATTENDANCE SLIP IWe hereby record myour presence at the 27th Annual General Meeting of the Company held on Tuesday September 29 2015 at 1030 AM at Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046
Folio NoDP ID amp Client ID Share Holding Serial No Name Name(s) of Joint Holder(s) if any
Address
helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip Proxyrsquos Name in Block Letters MemberrsquosProxyrsquos Signature Note Please bring the Attendance Slip duly signed to the meeting and hand it over at the Entrance of the Meeting Hall UNIWORTH LIMITED PROXY FORM MGT-11
CIN L17299WB1988PLC044984 Registered Office Green Acres 2 Nazar Ali Lane Flat-4AKolkata ndash 700 019 Telephone (033) 4006 1301 Email uniworthlimitedgmailcom
[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies (Management and Administration) Rules 2014]
Name of the Member(s) Registered Address E-mail ID Folio NoDP ID amp Client ID IWe being the Member(s) of Uniworth Limited holdinghelliphelliphelliphelliphelliphelliphelliphelliphelliphellipEquity Shares of the above named Company hereby appoint
1) Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipAddresshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipE-mail ID helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip or failing himher
2) Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipAddresshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipE-mail ID helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip or failing himher
3) Name helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipAddresshelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipE-mail ID helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip or failing himher
as myour Proxy to attend and vote (on a poll) for meus and on myour behalf at the 23rd Annual General Meeting of the Company to be held on Tuesday September 29 2015 at 1030 AM at Science City Seminar Hall JBS Haldane Avenue Kolkata ndash 700 046 at any adjournment thereof in respect of following resolutions
S No Resolutions
Ordinary Business
1 Adoption of Audited Financial Statements of the Company for Financial Year ended 31st March 2015 Reports of the Board of Directors and Auditors thereon
2 Re-appointment of Mr S N Shenwai (DIN 01716415) who retires by rotation
3 Appointment of Auditors and to fix their remuneration
Special Business
4 Appointment of Mr Tara Chand Jain (DIN 07144151) as an Additional Director
5 Appointment of Mr K Jhunjhunwala (DIN 00035091) as an Independent Director
6 Appointment of Mrs Silpi Chakraborty ( DIN 06923695) as an Independent Director
Signed this helliphelliphelliphellipday of helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip2015 Signature of Shareholder(s)helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellipSignature of Proxyholder(s)helliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphelliphellip
Notes 1 This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the AGM
2 For the Resolutions Explanatory Statement and Notes please refer to the Notice of Annual General Meeting of the Company 3 A proxy need not be a member of the Company
Affix Revenue Stamp
i
FORMB
Format of covering letter of the Annual Audit Report to be filed with the Stock Exchange
1 I Name of the Company Uniworth Limited
2 I Annual Financial Statements for the Year 31st March 2015 ended
3 I Type of Audit Qualification 1 Footnote (i) to Note No 23 regarding interest bull provision on borrowings from some of the institutions and banks which has been made in
the financial statements under simple interest method at the prevailing estimated rates applicable on such loans in absence of relevant documentsconfirmations as a result of which impact of compound interestpenal charges wherever applicable having not been ascertained as well as the note therein regarding the matter of dispute between the Company and the BankersCreditors in connection with charging of interest payment and payment of principal
2 Footnote No (ii) to Note No 23 regarding nonshyprovision of Interest on certain loans and the impact of the non-provision is not presently ascertainable
3 Footnote No 4 (i) (ii) and (iii) of Note No 15 regarding overdue Export Bills amounting to Rs 3178731 lacs outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
4 Footnote 1 of 17 regarding Claims Receivable amounting to Rs 68936 lacsdue from various banks outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements
5 Footnote 3 of Note No 17 regarding advance of Rs 314473 lacs due from certain parties which in our opinion are considered doubtful of recovery against which adequate provision has not been made
6 Footnote 3 of Note No 16 relating to nonshyaccounting of withdrawals other transactions from certain Bank accounts during the year due
to rpasons stated on the said Note 16 (3) 7 Note No 30 regarding nun-compliance or
Accounting Standard (AS) 6 Depreciation Accounting due to non-adoption of Schedule - II of the Companies Act 2013 and also nonshycompliance of mandatory Accounting Policy for Depreciation required to be followed by the Company due to reasons stated in the said Note
8 In absence of any workings for impairment of assets as per Accounting Standard (AS) 28 Impairment of Assets the impact of such impairment is not ascertainable
9 Non-provision I non-compliance of Items indicated in (1) to (8) above constitute a departure from the Accounting Standards referred to in Section 133 of the Act Without considering Item Nos (1) (2) (6) (7) and (8) above whose impact on the Companys Statement of Profit and Loss is presently nonshyascertainable had the provisions indicatprI in Item Nos (3) to (5) been made (i) the Loss for the year would have increased by Rs 3562140 lacs
(ii) Trade Receivables would have decreased by Rs 3178731 lacs
(iii) Shott Term Loans and Advances would decreased by Rs 383409 lacs
(iv) The Shareholders Fund would have been lower by Rs 3562140 lacs
In our opinion and to the best of our information and according to the explanations given to us except for the like effects of the matters described in the Basis for Qualified Opinion paragraph above the aforesaid Financial Statements give the information required by the Act in the manner so required and give a true and
fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2015 and its loss and its cash flows for the year ended on that date
We draw your attention to the following matters in the Notes to the Financial Statements
1 Following Notes to the Financial Statements describe the uncertainty related to the outcome of the lawsuits lother legal matters and matters under settlements indicated therein
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I (a)Footnote (2) to Note No4 regarding legal issues
following securitization of Secured Loans as stated in the said Note
(b)Footnote (2) of Note No 15 regarding pending adjustments of Sundry Debtors against supplies and other liabilities etc due to the buyers In absence of final settlement with the parties and non-receipt of necessary approval from concerned regulatory authority extent of the amount of adjustments so required could not be ascertained
(c) Footnote to Note No 6 regarding estimated amount of Rs 872228 lacs provided during the year 2002-03 as sales claims and commissions relating to earlier years from overseas customers of the Company which is pending for final settlement Necessary adjustments for such claims and commissions will be made after final settlement and obtaining necessary approval frommiddot the concerned regulatory authority
(d)Footnote 1 of Note No 15 and Footnote 2 of Note No 17 regarding Debtors and Advances amounting to Rs 145362 lacs and Rs 138719 lacs respectively relating to Companies which have become Sick and referred to BIFR under the Sick Industrial Companies (Special Provisions) Act 1985 As the rehabilitation scheme of these companies are pending finalisation the amount of provision if any which may be required remain unascertainable
(eNote No 32 regarding legal recourse taken by certain banks and financial institutions for recovery of their dues and the matter is sub-judice as stated in the said Note
(f) Note No 33 regarding non-compliance of certain technical formalities due to which transfer of certain borrowing facilities to a body corporate could not be made
(g)Note No 34 regarding applications made by the Company with the Reserve Bank of India from time to time for extension I setting off of certain overdue bills
(h)Note No 35 regarding Debit Note sent by a body corporate in an earlier year for unilateral transfer back of all assets not taken into cognizance by the Company in preparing these Financial Statements as stated in the said Note
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(i) Note No 38 regarding claims filed by a body mrporate for Rs 21625 lacs for non-fulfilment of clauses of the agrppment relating to transfer of Ilagpur Unit to them outcome of which would eventually arise on finallsation of suit
(j) tvlatters disclosed in Note No 19 relating to Entry Tax CentralCommercial Sales Tax Demands Customs Demands Professional TaxLabour casesWater Cess Electricity Duty etc disclosed under Contingent Liabilities which are contested by the Company and pending before various forums authorities for final decisions
2 Note No 4 (Footnote 4) Note No 7 (Footnote) and Note No 16 (Footnote 1) to the financial statements regarding non-receipt of confirmations in respect of borrowings from banksFinancial Institutions and also debit balances in certain current accounts with banks due to restructuring being in progress book balances thereof have been relied upon
3 Note No 27 (d) regarding balance with a related party under reconciliation
4 Footnote 2 amp 3 of Note No 4 to the financial statements regarding preparation of these financial statements on Going Concern basis for the reasons stated therein as also the fact that the Company has accumulated losses and its net worth has been fully eroded Further the Company has incurred net loss during the current and previous years and the Companys current liabilities exceeded its current assets as at the Balance Sheet date These conditions along with other matters set forth in Notes to Financial Statements indicate the existence of a material uncertainty that may cast significant doubt about the Companys ability to continue as a going concern
Our opinion is not modified in respect of these matters
Frequency of Qualification I Yearly Draw attention to relevant notes in the IThe Company has adequate system of internal Annual Financial statements and
4
controls to ensure that all assets are safeguarded and I
protected against loss and that all transactions are in the Directors Report management response to the qualification
authorized recorded and reported correctly TIle systems are designed to support the reliability of the financial and other records for preparing financial statements and other data The Statutory Auditors also discuss their comments and findings with the management as well as with the audit committee
The Company has also regularly placed before the Board Internal Audit Reports FinanCial Results with Provisional Balance Sheets Performance Review Report of various Units together with Executive Summary Current Workings and all Current matters of commercial importance and various other information as generally required under the various Stock Exchange listing Agreements
The Audit Committee reviews the efficacy of the Audit Committee chair I Additional comments from the Board
internal control mechanism and monitors the risk management policies adopted by the Company The Committee also reviews the report furnished by the internal and Statutory Auditors and ensures that suitable follow up actions are taken Besides the Committee also examines accounting taxation and disclosure aspects of all significant transactions
5 I To be signed by-CEO Managing Director FOfun~ExecutiveWhole-time Director
SIs~i Executive Director
For Uniworth Ltd
~ CFO A K Ladia
For S S Kothari amp Co Chartered Ac~ntants (ReJlistratittJo 302034E)
For Uniworth Limited
Audit Committee Chairman ~
A
- Uniworth Limited AR 2015pdf
- Attendance Slip _UL_pdf
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