39TH ANNUAL REPORT 2013-2014
Company Information BOARD OF DIRECTORS Shri Ramesh D. Solanki Shri Vinod C. Thakar Shri Mulchandkumar Rathod Chairman Independent Director Independent Director AUDITORS M/s. Devpura Navlakha & Co. Chartered Accountants, 401, Ashoka Complex, Near Golden Triangle, S.P. Stadium Road, Navrangpura, Ahmedabad- 380 014. REGISTERED OFFICE AND PLANT G-1, Ground Floor, Yogeshwar Co. Op. Housing Society Ltd. Copperly Road, B/h. Vaishali Cinema, Vapi, (Dist. Valsad)-396 195 Gujarat CONTENTS Page No. Notice 1-3 Directors' Report 4-5 Report on Corporate Governance 6-9 Independent Auditors Report 10-12 Balance Sheet 13 Statement of Profit & Loss 14 Cash Flow Statement 15 Notes Forming part of the Financial Statements 16-22 Annual Report 2013-14
(CIN No. - L17110GJ1974PLC002498) Regd. Office: G-1, Ground Floor, Yogeshwar Co-op Housing Society Ltd. Copperly Road, B/h. Vaishali Cinema, Vapi- 396195 E-Mail id: otl_1974@yahoo.co.in NOTICE is hereby given that the 39 th Annual General Meeting of the Members of will be held on Wednesday, the 10th day of September, 2014 at 11.00 a.m at its Registered Office at G-1, Ground Floor, Yogeshwar Co-op. Housing Society Ltd. Copperly Road, B/ h. Vaishali Cinema, Vapi, (Dist.Valsad) - 396 195 Gujarat to transact the following business : ORDINARY BUSINESS: (1) To receive, consider, approve and adopt the Audited Statement of Profit & Loss and Cash flow statement for the period ended on March 31, 2014 and the Balance Sheet as at the said date together with the Auditor s and Director s Report thereon. (2) To appoint a Director in place of Shri Ramesh D. Solanki (DIN : 00225702) who retires by rotation and being eligible offers himself for reappointment. (3) To appoint Auditor and to fix their remuneration and in this regard 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 section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed there under, as amended from time to time, /s. Devpura Navlakha & Co., Chartered Accountants, Ahmedabad [FRN:121975W], be and is hereby re-appointed as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the Forty Second AGM of the Company (subject to ratification of their appointment at every AGM), at such remuneration plus service tax, out-of-pocket, travelling and living expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors. SPECIAL BUSINESS: (4) To appoint Mr. Vinodchandra C. Thakar as an Independent Director of the Company : 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, 152 and other applicable provisions, if any, of the Companies Act, 2013 (Act) and the Rules framed there under, read with Schedule IV to the Act, as amended from time to time, Mr. Vinodchandra C. Thakar (DIN: 01906134), a non-executive Director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company for a period of 5 years from the date of this Annual General Meeting. (5) To appoint Mr. Mulchandkumar M. Rathod as an Independent Director of the Company : 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, 152 and other applicable provisions, if any, of the Companies Act, 2013 (Act) and the Rules framed there under, read with Schedule IV to the Act, as amended from time to time, Mr. Mulchandkumar M. Rathod (DIN: 06481550), a non-executive Director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company for a period of 5 years from the date of this Annual General Meeting. (6) To approve borrowing limits of the Company : To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT in supersession of the Ordinary Resolution passed at the 21 st Annual General Meeting of the shareholders of the Company held on December 30, 1995 and pursuant to Section 180(1)(c) and any other applicable provisions of the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force), the Company hereby accords its consent to the Board of Directors for borrowing any sums of money from time to time from any one or more persons, firms, bodies corporate, or financial institutions whether by way of cash credit, advance or deposits, loans or bill discounting or otherwise and whether unsecured or secured by mortgage, charge, hypothecation or lien or pledge of the Company s assets and properties whether movable or stock-in trade (including raw materials, stores, spare parts and components in stock or in transit) and work-inprogress or all or any of the undertakings of the Company notwithstanding that the monies to be borrowed together with monies already borrowed by the Company (apart from temporary loans obtained from the Company s bankers in the ordinary course of business) will or may exceed the aggregate of the paid-up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose, but, so, however, that the total amount up to which the monies may be borrowed by the Board of Directors and outstanding at any time shall not exceed the sum of 100 Crores (Rupees One Hundred Crores Only). (7) Creation of Charges on the Assets of The Company To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution RESOLVED THAT in supersession of the Ordinary Resolution passed at the Twenty First Annual General Meeting of the shareholders of the Company held on December 30, 1995 and pursuant to Section 180(1)(a) and any other applicable provisions of the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force), consent of the shareholders of the Company be and is hereby accorded for creation by the Board of Directors on behalf of the Company, of such mortgages/ charges/ hypothecation and floating charges (in addition to the existing mortgages / charges / hypothecation created by the Company in favour of the lenders) in such form and in such manner as may be agreed to between the Board of Directors and the lenders, Annual Report 2013-14 1
on all or any of the present and future immovable and / or movable properties of the Company wherever situated, of every nature and kind whatsoever to secure any Indian Rupee or foreign currency loans, Debentures, advances and all other moneys payable by the Company to the lenders concerned, subject, however, to an overall limit of `100 Crores (Rupees One Hundred Crores Only) of loans or advances already obtained or to be obtained from, in any form including by way of subscription to debentures issued or to be issued by the Company to, any financial institution, bank, body corporate, company, insurer or to the general public. Regd. Office: G-1, Ground Floor, Yogeshwar Co-op Housing Society Ltd Copperly Road, B/h. Vaishali Cinema, Vapi- 396195 Gujarat Place : Ahmedabad Date : 28.05.2014 BY ORDER OF BOARD OF DIRECTORS FOR RAMESH D. SOLANKI (CHAIRMAN) (DIN: 00225702) NOTES : 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY/ PROXIES TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF/HERSELF. A PROXY NEED NOT TO BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of members not exceeding Fifty (50) and holding in the aggregate not more than 10 % of the total share Capital of the Company carrying voting rights. A member holding more than 10% of total voting right may appoint a signal person or a proxy and such person shall not act as a proxy for any other person or shareholder. 2. The instrument of proxy in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not less than 48 hours before the commencement of the meeting and proxy form is submitted herewith. 3. Proxies submitted on behalf of the Companies, societies, etc. must be supported by an appropriate resolution/authority, as applicable. 4. The relative Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013 in respect to Special Business is annexed hereto. 5. Members/proxies should fill in the attendance slip for attending the meeting. 6. The Register of Members and Share Transfer books of the Company will remain closed from 03 rd September, 2014 to 10 th September, 2014 (Both days Inclusive). 7. Shareholders desiring any information as regards the accounts and operations of the Company are requested to write to the Company at least 10 days in advance of the date of the Meeting, so as to enable the Management to reply. 8. All the documents referred to in the accompanying notice and Explanatory statement will be kept open for inspection at the registered office of the company on all working days between 11:00 a.m. to 5:00 p.m. prior to the date of Annual General Meeting. 9. Electronic Notice is being sent to all the members whose email ids are registered with the company for communication purpose unless any member requested for hard copy of the same. For members who have not registered their email address, physical copies of the notice is being sent in the permitted mode. 10. Members who hold shares in physical form are requested to notify immediately any change in their address to the Company at the above address 11. Information required under clause 49 (IV) of the Listing Agreement (relating to Corporate Governance) with respect to the Director being appointed and Directors retiring by rotation and being eligible seeking re-appointment is as under. 1. Name of the Director Shri Ramesh D. Solanki 2. Date of Birth 08.09.1959 3. Date of Appointment 24.11.2004 4. Experience in specific Functional area He is well experienced in the industries and connected with the Company from the last 9 years. 5. Member / Chairman of Committee of the Board of the Public Limited NIL Companies on which he is Director. EXPLANATORY STATEMENT IN RESPECT OF SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 ITEM NO. 4 & 5 The Securities and Exchange Board of India (SEBI) has, wide a circular dated 17 th April, 2014 sought to amend Clause 49 of the Listing Agreement, Inter alia, stipulating the condition for appointment of Independent Directors by Listed Companies. This amendment will come into force with effect from 1 st October, 2014. Pursuant to such amendment, Non- Executive Directors who have served as independent Directors of the Company for more than 5(Five) years, shall be eligible for appointment for five years only. Pursuant to the provisions of section 149 of Companies Act, 2013, which come into effect from 1 st April, 2014, every listed Company is required to have at least one-third of total number of Director as Independent Directors, who are not liable to retire by rotation. The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered with the Stock Exchanges, appointed Mr. Vinodchandra C. Thakar and Mr. Mulchandkumar M. Rathod as Independent Directors at various times, in compliance with the requirements of the clause. In compliance with the provisions of section 149 read with Schedule IV of the Act, the appointment of these directors as Independent Directors is now being placed before the Members for their approval. 2 Annual Report 2013-14
The terms and conditions of appointment of the above Directors shall be open for inspection by the Members at the Registered Office of the Company during normal business hours on any working day, excluding Saturday. A brief profile of the Independent Directors to be appointed is given below: Mr. Vinodchandra C. Thakar (DIN: 01906134) 1. Name of the Director Shri Vinodchandra C. Thakar 2. Date of Birth 05.01.1955 3. Date of Appointment 12.08.2006 4. Experience in specific Functional area He is well experienced in the industries and connected with the Company from the last 7 years. 5. Member / Chairman of Committee of the Board of the Public Limited Nil Companies on which he is Director. None of the Directors (except Mr. Vinodchandra C. Thakar), relatives of Directors and Key Managerial Personnel of the Company is directly/ indirectly interested in the above resolution except to the extent of their respective interest as shareholders of the Company. Mulchandkumar M. Rathod (DIN: 06481550) 1. Name of the Director Shri Vinodchandra C. Thakar 2. Date of Birth 08.08.1965 3. Date of Appointment 25.01.2013 4. Experience in specific Functional area He is well experienced in the industries and connected with the Company. He joined the Company on 25.01.2013. He has contributed well and as the Company has developed with all the Concern in his directorship. The board Consider that his continued association would be immense benefit to the Company and it is desirable to continue to avail his service as a Non Executive Independent Director. 5. Member / Chairman of Committee of the Board of the Public Limited Nil Companies on which he is Director. None of the Directors (except Mr. Mulchandkumar M. Rathod), relatives of Directors and Key Managerial Personnel of the Company is directly/ indirectly interested in the above resolution except to the extent of their respective interest as shareholders of the Company. ITEM NO. 6 & 7 At the Twenty First Annual General Meeting of the Company held on September 30, 1995, the Members had, by way of Ordinary Resolutions and in pursuance of the provisions of Section 293(1)(a) and (d) of the Companies Act, 1956, approved of: (i) borrowing monies on behalf of the Company (apart from temporary loans obtained or to be obtained from the Company s bankers in the ordinary course of business) in excess of the aggregate of the paid-up capital of the Company and its free reserves, subject to the total outstanding amount so borrowed not exceeding a sum of `100 Crores (Rupees One Hundred Crores Only) at any point of time; and (ii) creation of a mortgage or charge for the said borrowings, as security by way of mortgage / hypothecation on the Company s assets in favour of lending agencies and trustees for the amounts borrowed i.e. upto `100 Crores (Rupees One Hundred Crores Only), including interest, charges, etc. payable thereon, as the documents for the said purpose could contain the power to take over the management of the Company, in certain events. Under Section 180 of the Act, the above powers of the Board are required to be exercised only with the consent of the company by a Special Resolution. The Ministry of Corporate Affairs ( MCA ) has vide its General Circular No 4/2014 dated March 25, 2014 clarified that the Ordinary Resolutions passed under Sections 293(1)(a) and 293(1)(d) of the Companies Act, 1956 would be sufficient compliance of Section 180 of the Act until September 11, 2014. The approval of the Members for the said borrowings and creation of a mortgage or charge for the said borrowing is therefore now being sought, by way of a Special Resolutions, pursuant to Section 180(1)(c) and 180(1)(a) of the Act respectively. The Directors commend the Resolutions at Item Nos. 6 and 7 of the accompanying Notice for the approval of the Members of the Company. None of the Directors and Key Managerial Personnel of the Company or their respective relatives is concerned or interested in the passing of the Resolutions at Item Nos. 6 and 7. Regd. Office: G-1, Ground Floor, Yogeshwar Co-op Housing Society Ltd Copperly Road, B/h. Vaishali Cinema, Vapi- 396195 Gujarat Place : Ahmedabad Date : 28.05.2014 BY ORDER OF BOARD OF DIRECTORS FOR RAMESH D. SOLANKI (CHAIRMAN) (DIN: 00225702) Annual Report 2013-14 3
To, The Members, DIRECTORS REPORT (CIN No. - L17110GJ1974PLC002498) We have pleasure in presenting the 39th Annual General Meeting of the Company along with the audited statements of Accounts for the year ended 31st March, 2014. FINANCIAL RESULTS: The summarized financial results for the financial year ended 31st March, 2014 and for the previous year ended 31st March, 2013 are as under: (` In Lacs) Particulars For the For the year ended year ended 31.03.2014 31.03.2013 Sales 2911.11 1045.49 Profit/(Loss) before Depreciation & Interest 111.00 27.04 Less: Interest 111.55 10.93 Profit / (Loss) before Tax (0.55) 16.11 Less: Short Provision of Taxes NIL 2.75 Profit/ (Loss) for the period (0.55) 13.36 Add: Balance B/F from Previous year (1133.05) (1146.41) Loss Transferred to Balance Sheet (1133.60) (1133.05) DIVIDEND : Due to loss incurred during the year under review, your Directors are not able to recommend any dividend. PUBLIC DEPOSIT : During the year under review, the Company has not accepted any Public Deposits DIRECTORS In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company Shri Ramesh D. Solanki, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment. Brief resume of the Director, nature of his expertise in specific functional areas and the name of the companies in which he hold the directorship and chairmanship/ membership of the committees of the board, as stipulated under clause 49 of the Listing Agreement with the stock exchange is given as annexure to the notice convening the Annual General Meeting. AUDITORS M/s. Devpura Navlakha & Co., Chartered Accountants, Ahmedabad [FRN:121975W] who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint M/s. Devpura Navlakha & Co.,, as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the Forty Second Annual General Meeting to be held in the year 2017, subject to ratification of their appointment at every AGM. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO As there was no manufacturing activity during the period under review, the details under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable. The transactions of the Company do not involve any foreign exchange earnings and outgo. 4 Annual Report 2013-14
PARTICULARS OF EMPLOYEES The Company does not have any employee who was in receipt of remuneration aggregating to the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011. FOREIGN EXCHANGE EARNINGS AND OUTGO: During the year under review, the company has neither earned any foreign exchange nor incurred any foreign expenses. SUBSIDIARY COMPANY The Company does not have any subsidiary Company. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the provisions of Section 217(2AA), the Board of Directors confirms: that in the preparation of the annual accounts, the applicable accounting standards have been followed; that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period; that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and that the directors have prepared the annual accounts on a going concern basis. CORPORATE GOVERNANCE REPORT Pursuant to the Clause 49 of the Listing Agreement with Stock Exchanges, a separate section entitled Corporate Governance and the Certificate from the Auditors of the Company confirming Compliance with the conditions of the Corporate Governance has been included in this Annual Report. PERSONNEL Personnel relations with all employees remained cordial and harmonious through out the year. Your Directors wish to place on record their sincere appreciation to the employees of the Company for their devoted service. ACKNOWLEDGEMENTS Your Directors would like to place on record their gratitude for the valuable guidance and support received from Reserve Bank of India, Securities and Exchange Board of India and other Government and Regulatory Agencies. Your Directors acknowledge the support of shareholders and also wish to place on record their appreciation of employees for their commendable efforts. Regd. Office: G-1, Ground Floor, Yogeshwar Co-op Housing Society Ltd Copperly Road, B/h. Vaishali Cinema, Vapi- 396195 Gujarat Place : Ahmedabad Date : 28.05.2014 BY ORDER OF BOARD OF DIRECTORS FOR RAMESH D. SOLANKI (CHAIRMAN) (DIN: 00225702) Annual Report 2013-14 5
REPORT ON CORPORATE GOVERNANCE CORPORATE GOVERNANCE The Company s philosophy on Corporate Governance is to conduct its business in a manner, which is ethical and transparent with all stakeholders in the Company, including shareholders, lenders, creditors and employees. The Company and its Board of Directors ûrmly believe that strong governance, by maintaining a simple and transparent corporate structure, is integral to creating value on a sustainable basis. Good governance is a continuing exercise and the Company reiterates its commitment to pursue the same in all aspects of its operations in the overall interest of all its stakeholders. BOARD OF DIRECTORS: Composition of Board of Directors as on 31/03/2014: Name of the Directors Category Attendance No. of other No. of other Board at Last AGM Directorship in Committees of Public Ltd. Companies which member/ chairman Shri Ramesh D. Solanki Chairman & Non Executive Yes NIl Nil Shri Vinod C. Thakar Non Executive Independent No Nil Nil Shri Mulchandkumar Rathod Non Executive Independent Yes Nil Nil Attendance of each Directors at Board Meetings as on 31/03/2014:- Sr. No. Name of Director No. of Board meeting attended 1 Shri Ramesh D. Solanki 15 2 Shri Vinod C. Thakar 15 3 Shri Mulchandkumar Rathod 15 Number of Board meetings held during the financial year and dates of Board Meetings : During the year 2013-14 Fifteen (15) Meetings were held on 01.04.2013, 08.04.2013, 25.04.2013, 10.05.2013, 23.05.2013, 16.07.2013, 26.08.2013, 10.11.2013, 17.10.2013, 01.11.2013, 28.11.2013, 13.12.2013, 18.12.2013, 25.01.2014 and 24.03.2014, The last Annual General Meeting (AGM) was held on 30.09.2013. During the year the Company has not paid any sitting fees to its Directors for attending the Board Meeting. No Remuneration/ Compensation were paid to Non Executive Directors during the year. The information as required under Annexure I to Clause 49 of the Listing Agreement is being made available to the Board. 1. Audit Committee The Company Constituted Audit Committee Comprising of Non-Executive Directors. The term of reference of Audit Committee pertain to the area referred to in Section 292A of the Companies Act, 1956 and Clause 49 of Listing Agreement with the Stock Exchange. The Audit Committee of the Board of Directors as on 31.03.2014 consist 3 Members. All being Non-Executive Directors. During the financial year 2013-14 Five (5) Audit Committee Meetings were held on 23 rd April, 2013, 23 rd May, 2013 (Annual Accounts reviewed), 13 th July, 2013 14 th October, 2013 and 22 nd January, 2014. The Composition and attendance detail of Audit Committee is as under: Sr. No. Name Category No. of Meeting Attended 1. Shri Ramesh D. Solanki Non-Executive 5 2. Shri Vinod C. Thakar Non-Executive Independent 5 3. Shri Mulchandkumar Rathod Non-Executive Independent 0 The terms of reference of the Audit Committee include: 1. Oversight of Company s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. 6 Annual Report 2013-14
2. Reviewing with the management the annual financial statements before submission to the Board for approval with particular reference to: Matters required being included in the Directors Responsibility Statement to be included in the Board s Report in terms of Clause (2AA) of the Section 217 of the Companies Act, 1956. Changes, if any, in accounting policies and practices and reason for the same. Compliance with listing and other legal requirements relating to the financial Statements. Disclosure of any related party transaction. Qualification in the draft Auditors Report. 3. Reviewing with the management the quarterly financial statements before submission to the Board for approval. 4. Recommending to the Board, the appointment, reappointment and if required, the replacement or removal of the auditor and fixation of audit fees. 2. Shareholders / Investors Grievance Committee Terms of Reference: The role of the committee is to review the mechanism adopted to redress shareholder/depositor complaints, if any. The Committee also reviews adherence to service the standards and investor services initiatives undertaken by the Company. The Shareholders/Investor Grievance Committee consist of three members as on 31.03.2014, all being non-executive Directors. During the financial year 2013-14 Four (4) meetings of the Shareholders /Investors grievance Committee were held on 24 th April, 2013, 15 th July, 2013, 16 th October 2013 and 23 rd January, 2014. The Composition and attendance detail of Committee is as under: Sr. No. Name Category No. of Meeting Attended 1. Shri Ramesh D. Solanki Non-Executive & Chairman 4 2. Shri Vinod C. Thakar Non-Executive Independent 4 Shri Ramesh D. Solanki who act as Chairman of the Shareholders /Investors grievance committee meetings was present at the 38th Annual General Meeting of the Company held on 30th September 2013 to answered the Shareholders queries. No complaint was pending as on the date of this report. 5. Annual General Meetings (AGM) The details of the last three years AGM are given as under: Financial Year Venue Day Date Time 2012-13 G-1, Ground Floor, Yogeshwar Co. Op. Housing Society Ltd. Copperly Road, Monday 30.09.2013 11.OO A.M. B/h. Vaishali Cinema, Vapi, (Dist. Valsad)-396 195 Gujarat 2011-12 G-1, Ground Floor, Yogeshwar Co. Op. Housing Society Ltd. Copperly Road, Tuesday 03.07.2012 11:00 A.M. B/h. Vaishali Cinema, Vapi, (Dist. Valsad)-396 195 Gujarat 2010-11 C/11, City Centre, Bhadakmora Silvassa Road, Thursday 07.04.2011 11:00 A.M. Vapi 396 195 Dist. Valsad Gujarat. There were no resolutions put through postal ballot in the last Three Annual General Meeting. There is no business at the ensuing AGM requiring implementation of the postal ballot under the applicable rules. 6. Compliance with other Mandatory Requirements Disclosures 1. Related Party Transaction The Company has not entered into any materially significant related party transactions with its Promoters, Directors or Management, Relatives etc. that may have potential conflict with the interests of the Company at large. 2. Compliance Report The Board periodically reviews the Compliance of all applicable laws and gives appropriate directions, wherever necessary. Annual Report 2013-14 7
3. Means of Communication Company is generally providing a detailed Annual Report on the working of the Company, consisting of Directors Report (containing management discussion analysis and annual accounts) 7. Compliance with Non Mandatory Requirements: Audit Qualification During the period under review there was no audit qualification in Company s financial statements. The Company continues to adopt best accounting practices and has complied with the Accounting Standards and there is no difference in the treatment. 8. Shareholder s Information a. Annual General Meeting to be held Date and Time Venue : Wednesday, 10th September, 2014 at 11.00 A.M. : G-1, Ground Floor, Yogeshwar Co. Op. Housing Society Ltd. Copperly Road, B/h. Vaishali Cinema, Vapi, (Dist. Valsad)-396 195 Gujarat Financial Year : 1st April, 2013 to 31st March, 2014 Date of Book Closure : 03rd September, 2014 to 10 th September, 2014 (Both days Inclusive). Dividend Payment Date : Not Applicable since no dividend has been Recommended b. Registrar and Transfer Agents The Company has in house Share Department. c. Financial Calendar Company s financial year is from April to March and the results for each quarter are generally published. Results for quarter ending June 30, 2014 : On or before 14/08/2014 Results for quarter ending Sept. 30, 2014 : On or before 15/11/2014 Results for quarter ending Dec. 31, 2014 : On or before 15/02/2015 Results for quarter ending March 31, 2015 : On or before 30/05/2015 9. Exchange on which listed Stock Code Name of Exchange 62550 Ahmedabad Stock Exchange Limited 514114 Bombay Stock Exchange Limited) 10. Market Price Data Trading of the Securities of the Company has been suspended by both the Stock Exchanges, therefore no trading of shares are made during the period. As the trading of the Shares is not made during the period the High-Low prices of the Company s share and volume of trading is not available. 11. Share Transfer System Shares sent for physical transfer are registered and returned within a period of 20 days from the date of receipt, if the documents are clear in all respects. The Share Transfer Committee of the Company meets as and when required. 12. Share Holding Shareholding Pattern (As on 31st March, 2014) Category No. of Shares Held Percentage of Shares A. Promoters Holding Promoters 2500308 45.77 B. Others a. Financial Institutions and Banks 754650 13.81 b. Private Body Corporate 250780 4.59 c. Indian Public 1880411 34.42 d. NRIs/OCBs/Foreign Bodies 77050 1.41 e. Any Other (Specify) NIL NIL Grand Total 5463199 100 8 Annual Report 2013-14
Distribution of Shareholding as on 31st March, 2014 No. of EquityShares held No. of Shareholders No. of Shares held % of Holding 1 5000 8202 1754211 32.11 5001 10000 20 143950 2.64 10001 20000 8 115650 2.12 20001 30000 1 30000 0.55 30001 40000 1 38800 0.71 40001 50000 1 50000 0.91 50001 100000 1 79380 1.45 100001 and above 5 3251208 59.51 Total à 8239 5463199 100 13. Dematerialization of Shares and Liquidity : Earlier Company has made application for admission of securities with NSDL and CDSL which was rejected due to negative net wroth of the Company. In current financial year company has achieved positive net worth and therefore Company will make necessary application for admission of its securities with NSDL and CDSL. 14. Office Location and address for correspondence:- G-1, Ground Floor, Yogeshwar Co-op. Housing Society Ltd., Copperly Road, B/h. Vaishali Cinema, Vapi, (Dist.Valsad) - 396 195 AUDITOR S CERTIFICATE ON COMPLIANCE WITH THE CONDITION OF CORPORATE GOVERNANCE UNDER CLAUSE 49 OF LISTING AGREEMENT(S) To, The Members of Oasis Textiles Limited We have examined the compliance of conditions of Corporate Governance by [Formerly known as Unipon (India) Limited] ( the Company ) for the year ended 31st March, 2014 as stipulated in Clause 49 of the Listing Agreement of the Company entered into with the stock exchanges in India. The compliance of conditions of Corporate Governance is the responsibility of the Company s management. Our examination has been limited to review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of 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 explanations 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 further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. For, DEVPURA NAVLAKHA & CO. Chartered Accountants (Ashwini Devpura) Partner Date : 28 th May, 2014 FRN 121975W Place : Ahmedabad M. No. 047390 Annual Report 2013-14 9
INDEPENDENT AUDITORS REPORT To the Members of Report on the Financial Statement We have audited the accompanying financial statements of ( the company ), which comprise the Balance Sheet as at march 31, 2014, and the statement of Profit and Loss and Cash Flow Statement for The Year ended, and a summary of significant accounting Policies and explanatory information. Management s Responsibility for the Financial Statements Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ( the Act ) read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control 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. Auditor s responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. 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 disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the 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 controls relevant to the Company s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Company s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, 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 audit opinion Basis for Qualified Opinion We draw your attention regarding valuation of Stock of its Commodities held for sale at Market value instead of Cost or Market value whichever is lower. As a consequence of this, current year closing stock is over Valued by Rs 1,36,48,052 and Loss for the year is understated and Reserves & Surplus is over Stated by Rs 1,36,48,052. Qualified Opinion In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion Paragraph, 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: (a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014 and (b) In the case of statement of Profit and Loss, of the Loss for the year ended on that date. Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor s Report) Order 2003 ( the order ) issued by the Central Government of India in terms of sub section (4A) of section 227 of the Act, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the order. 2. As required by section 227(3) of the Act, we report that: a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit; b. 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; c. The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement,dealt with by this Report are in agreement with the books of account, d. In our opinion, the Balance Sheet, the Statement of Profit and Loss and cash flow statement,comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013; e. On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act. For, DEVPURA NAVLAKHA & CO. Chartered Accountants (Ashwini Devpura) Partner Date : 28 th May, 2014 FRN 121975W Place : Ahmedabad M. No. 047390 10 Annual Report 2013-14
ANNEXURE TO THE AUDITORS REPORT Annexure referred to in paragraph 1 of the Auditor s Report to the Members of (Formerly known as Unipon (India) Limited) on the accounts for the year ended on 31st March, 2014. (i) (a) The company is not having fixed assets, paragraphs 4 (i) (a),4(i)) (b) and 4(i)) (c) of the Companies (Auditor s Report) Order, 2003 (hereinafter referred to as the Order) are not applicable. (ii) (a) As explained to us, during the year the part of inventories have not been physically verified by the management as it is in dematerialized form, however other inventories have been verified at regular intervals. (b) (c) In our opinion, the procedure of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and nature of its business. On the basis of our examination of the record of inventories, we are of the opinion that, the company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account. (iii) (iv) According to the information and explanations given to us, the company has not taken from or granted loans to parties covered in the register maintained under Section 301 of the Act, paragraphs 4(iii)(a),4(iii)(b) and 4(iii)(c) of the Companies (Auditor s Report) Order, 2003 (hereinafter referred to as the Order) are not applicable. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory. During the course of our audit, no major weakness has been observed in the internal control system. (v) (a) According to the information and explanation given to us, during the year, the company not entered into any transactions that are required to be entered into the register maintained in pursuance of section 301 of the Act, paragraphs 4(v) (a) and 4(v) (b) of the Companies (Auditor s Report) Order, 2003 (hereinafter referred to as the Order) are not applicable. (vi) (vii) During the period, the company has not accepted deposits from the public to which Section 58-A of the Act of the Companies (Acceptance of Deposits) Rules 1975, apply. Accordingly, the provisions of clause 4 (vi) of the Order are not applicable to the company. According to the information and explanation given to us, the company has an internal audit system commensurate with the size of the company and nature of its business. (viii) As informed to us, the Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 for any of the products of the Company. (ix) (a) As explained to us, the statutory dues payable by the Company is of income tax, TDS and VAT. According to the records of the Company and information and explanations given to us, the Company is generally regular in depositing the aforesaid undisputed statutory dues with the appropriate authorities. (b) According to the information and explanation given to us, the details of disputed dues are as under: Name of the Statute Nature of the Dues Amount ` Period to which Forum where disputes is pending Amount relates Central Excise & Custom Liability of Excise 2,92,357 1997-98 Central Excise & Custom, Silvasaa Liability of Penalty 9,40,078 Central Excise & Custom Liability of Excise 19,04,496 2000-02 Commissioner of Central Excise & Surat II Liability of Penalty 21,24,496 Income Tax Demand of Income Tax 30,97,000 2006-07 High Court of Gujarat, Ahmedabad (x) (xi) (xii) The accumulated losses of the company at the end of financial year are not more than fifty percent of its net worth. The company has earned loss at the end of the year and the Company has not incurred cash losses during the immediately preceding financial year. As informed to us and according to the information and explanation given to us, that during the year the company has not raised any funds from any financial institutions, banks or debenture holders. There is no out standing balance at the end of the year,to be repaid to any financial institutions and banks. There is no default in repayment of debenture holders. As Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities; paragraph 4(xii) of the Order is not applicable. Annual Report 2013-14 11
(xiii) As the Company is not a chit fund/nidhi/mutual benefit funds/society to which the provisions of special statute relating to chit fund are applicable, paragraph 4(xiii) of the order is not applicable. (xiv) The company has traded in shares and securities, in our opinion proper records have been maintained of the transactions and contracts and timely entries have been made therein,shares and securities have been held by the company in its own name except to the extent of the exemption granted under section 49 of the Act. (xv) As informed to us, the company has not given any guarantee for loans taken by others from banks, paragraph 4(xv) of the Order is not applicable. (xvi) During the period, the company has not obtained the term loan, paragraph 4(xvi) of the Order is not applicable. (xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds has been raised on long term basis and funds raised for short term basis have not been utilized for long term purposes. (xviii) As the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act, paragraph 4(xviii) of the Order is not applicable. (xix) During the year, the Company has not issued any debentures, paragraph 4(xix) of the Order is not applicable. (xx) During the year, since the company has not raised money by way of public issue, paragraph 4(xx) of the Order is not applicable. (xxi) Based upon the audit procedures performed and information and explanation given by the management, we report that, no fraud on or by the Company has been noticed or reported during the course of our audit for the year ended March 31, 2014. For, DEVPURA NAVLAKHA & CO. Chartered Accountants (Ashwini Devpura) Partner Date : 28 th May, 2014 FRN 121975W Place : Ahmedabad M. No. 047390 12 Annual Report 2013-14
BALANCE-SHEET AS ON 31ST MARCH, 2014 (IN RUPEES) S.N PARTICULARS NOTE As at As at NO. 31.03.2014 31.03.2013 EQUITY AND LIABILITIES 1 Shareholders Fund (a) Share Capital 3 55,420,530 55,420,530 (b) Reserves & Surplus 4 27,826,459 28,942,997 TOTAL 83,246,989 84,363,527 2 Current Liabilities (a) Short Term Borrowing 5 85,197,990 177,088,689 (b) Trade Payable 6 4,031,896 3,418,410 (c) Other Current Liabilities 7 17,467,275 12,619,740 TOTAL 106,697,161 193,126,839 TOTAL 189,944,150 277,490,366 ASSETS 3 Non- Current Assets (a) Non Current Assets 8-19,233,037-19,233,037 4 Current Assets (a) Inventories 9 170,901,484 148,808,637 (b) Trade Receivables 10 1,416,076 9,246,659 (c) Cash & Cash Equivalents 11 912,809 936,388 (d) Short -Term Loans And Advances 12 16,713,781 99,265,645 TOTAL 189,944,150 258,257,329 TOTAL 189,944,150 277,490,366 The notes attached form and integral part of the Balance Sheet As per our report of even date attached For, DEVPURA NAVLAKHA & CO. Chartered Accountants FRN : 121975W FOR AND ON BEHALF OF BOARD OF DIRECTORS (Ashwini Devpura) Partner Membership No.047390 Ahmedabad, 28th May 2014 (Ramesh D. Solanki) Director (Vinod C. Thakar) Director Annual Report 2013-14 13
STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED ON 31ST MARCH, 2014 (Amt. in `) Sr PARTICULARS NOTE Year ended on Year ended on No. NO. 31.03.2014 31.03.2013 REVENUE FROM OPERATIONS I Sales 13 291,202,608 104,549,186 II Other Income 14 668,644 2,251,842 III Profit on Commodity (Future & Option) 16,969,755 21,243,677 Increase in Stock 15 22,092,847 141875234 III TOTAL REVENUE 330,933,854 269,919,939 IV EXPENSES: a Purchases 16 302,385,675 265,301,236 c Employee Expenses 17 175,000 67,000 d Finance Costs 18 12,216,876 1,093,136 e Administrative Expenses 19 7,081,573 1,847,500 f Loss on Commodity (Future & Option) 10,191,268 - TOTAL EXPENSES 332,050,392 268,308,871 V PROFIT/(LOSS) BEFORE EXCEPTIONAL AND EXTRAORDINARY ITEMS (1,116,538) 1,611,068 EXCEPTIONAL AND EXTRAORDINARY ITEMS VI PROFIT/ (LOSS) BEFORE TAX (1,116,538) 1,611,068 VII TAX EXPENSE a Current Tax - 275,000 b Earlier Years Tax - - VIII PROFIT(LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS (1,116,538) 1,336,068 IX PROFIT (LOSS) FOR THE PERIOD (1,116,538) 1,336,068 X Earning Per Share a Basic (0.20) 0.24 b Diluted (0.20) 0.24 The notes attached form an integral part of the Balance Sheet As per our report of even date attached For, DEVPURA NAVLAKHA & CO. Chartered Accountants FRN : 121975W FOR AND ON BEHALF OF BOARD OF DIRECTORS (Ashwini Devpura) Partner Membership No.047390 Ahmedabad, 28th May 2014 (Ramesh D. Solanki) Director (Vinod C. Thakar) Director 14 Annual Report 2013-14
CASH FLOW STATEMENT FOR THE PERIOD ENDED 31st MARCH, 2014 (`in Lacs) PARTICULARS YEAR ENDED YEAR ENDED 31st March 31st March 2014 2013 A. Cash Flow From Operating Activities Net Profit /(Loss) before tax & extraordinary items (1116538) 1611068 Add : Items adjustments for : From Reserve 0 0 Less : Income Tax Provision 0 275000 Operating Profit/(Loss) Before Working Capital Changes (1116538) 1336068 Adjustments for : Inventories (22092847) (141875234) Non Current Assets 19233037 (19233037) Trade & Other Receivables 90382447 (24813520) Trade Payables (86429678) 179957343 1092959 (5964448) Cash Generated from Operations (23579) (4628380) NET CASHFLOW FROM OPERATING ACTIVITIES (A) (23579) (4628380) B. Cash Flow From Investing Activities Sale of Fixed Assets 0 0 Increase/Decrease in Investments 0 0 NET CASH USED IN INVESTING ACTIVITIES (B) 0 0 C. Cash Flow From Financing Activities Proceeds from Borrowings 0 0 NET CASH FROM FINANCING ACTIVITIES (C) 0 0 NET CASH IN CASH & CASH EQUIVALENTS (A) + (B) + (C) (23579) (4628380) CASH & CASH EQUIVALENTS - Opening Balance 936388 5564769 CASH & CASH EQUIVALENTS - Closing Balance 912809 936388 As per our report of even date attached For, DEVPURA NAVLAKHA & CO. Chartered Accountants FRN : 121975W FOR AND ON BEHALF OF BOARD OF DIRECTORS (Ashwini Devpura) Partner Membership No.047390 Ahmedabad, 28th May 2014 (Ramesh D. Solanki) Director (Vinod C. Thakar) Director Annual Report 2013-14 15
NOTES FORMING PART OF THE ACCCOUNTS FOR THE YEAR ENDED ON 31 st MARCH, 2014 1. CORPORATE INFORMATION The company is currently engaged in Trading in Agro commodity & Investment / Trading in Shares and securities. Registered Office: C/11, City Centre, Bhadakmora, Silvasa Road, Vapi -396 195. Gujarat India. 2. SIGNIFICANT ACCOUNTING POLICIES a. ACCOUNTING CONVENTION : The financial statements have been prepared in accordance with Generally Accepted Accounting Principles (GAAP) in India and presented under the historical cost convention on accrual basis of accounting to comply with the accounting standards notified under the Companies Act, 1956 ( the Act ) read with the general Circular 15/2013 dated 13 th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. All Income and Expenditures having material bearing on the Financial Statements are recognized on accrual basis except Gratuity Expense which is accounted on cash basis. b. INVENTORIES Inventories of Shares and Securities are valued at lower of cost or market value. Cost is determined on FIFO basis. Inventories of Commodities are valued at Market Price. c. DERIVATIVE TRANSACTIONS: (a) Equity & Commodity Futures: gains/losses on future transactions are recognized on continuous basis. (b) Option Contracts: Gains /losses on options contract are recognized on squaring off/ settlement day. d. REVENUE RECOGNITION Sales are recognized net of returns and revenue in respect of insurance / other claims, interest etc. is recognized only when it is reasonably certain that the ultimate collection will be made. e. PROVISION FOR BAD AND DOUBTFUL DEBTS / ADVANCES Bad and Doubtful Debts/Advances are written off / provided for. The determination of the amount of the provision is based on evaluation of individual debts/ advances. f. PROVISION FOR INCOME TAX Provision for Income Tax has been made on the basis of financial year and as per the provisions made under the Income Tax Act. g. CASH FLOW STATEMENT (a) The Cash Flow Statement is prepared by the indirect method set out in Accounting Standard (AS-3) on Cash Flow Statements and presents the cash flows by operating, investing and financing activities of the Company. (b) Cash and Cash Equivalents presented in the cash Flow Statement comprise of cash on hand and balances in the current accounts and deposit account with banks. h. CONTINGENT LIABILITIES Contingent liabilities are disclosed by way of notes on the Balance Sheet. 16 Annual Report 2013-14