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To The Members of PEACOCK INDUSTRIES LIMITED
1. The Directors of your Company have pleasure in presenting their Twenty Third Annual Report and the Audited Accounts of the Company for the year ended 31.3.2015.
Based on Company's Performance,the Directors are unable to recommend dividend due to inadequate profits.
3. STATE OF COMPANY'S AFFAIRS
The Company is engaged in the manufacturing of plastic moulded furniture and is one of the top most leading manufacturers in Rajasthan. The Company operates in only single segment unit. During the year, the Company recorded a turnover of Rs.3964.03 lakhs.(prev. year Rs. 3469.78 lakhs) registering a growth of 14.24 % over the previous year and earned a cash profit of Rs. 19.37 lakhs.Profit after Tax(PAT) for the year was Rs.196.33 (in lacs) with a downfall of 86.74% in comparision to the previous year's profit i.e. Rs. 1481.07(in lacs).
The Management is taking every possible step to stream line its operations and to put the Company on growth .Its endeavours are manifesting the results despite of non-availability of adequate working capital , competitive environment etc.
4. MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company to which the financial statement relates and the date of report.
5. CHANGES IN THE NATURE OF BUSIENESS :
There is no change in nature of business.
6. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to section 134 sub-section (3) clause (c) of the Companies Act, 2013, it is stated that:
i) in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to the material departures, if any;
ii) the Directors had selected such accounting policies and applied them consistently and made judgement 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 loss of the Company for that period;
iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records, and the adequate steps have been taken to make it afresh, in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) the Directors had prepared the annual accounts on a "going concern" basis.
v) the Directors had laid down Internal Financial Controls,to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively.
vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.
Based on the work performed by the auditors .management and board commitee's, board is of the opinion fhat Company's internal financial controls were adequate and effective during the year.
7. PERSONNEL :
During the year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed under rule 5(2) of the Companies (Appofntment And Remuneration of Managerial Personnel) Rules,2014.
8. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
(a) DIRECTORS :
In terms of the Articles of Association of the Company, Mr. Mukesh Kumar Kothari retires at the ensuing Annual General Meeting, being eligible , offered himself for re-appointment. Your Directors recommend the above re-appointment.
(b) KEY MANAGERIAL PERSONNEL :
During the year, Ms. Aditi Parmar, was appointed as a Company Secretary with effect from December 12th,2014. in accordance with the provisions of the section 203(ii) of the Companies Act,2013. Ms. Aditi Parmar is an-Associate Member of the Institute of Company Secretaries of India.
9. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The company's policy on Director's appointment and remuneration and other details provided in section 178(3) of the Act has been disclosed in Corporate Governance Report,which forms part of Directors Report.
10. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTOR U/S 149(6) OF THE COMPANIES ACT, 2013
It is stated that pursuant to the Provisions of Companies Act,2013, the declaration given by the Independent Directors meets the criteria of independence as mentioned in the Schedule IV of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.
11. NO. OF MEETINGS OF THE BOARD
Eleven meetings were conducted by the Board during the year. For detai.'s of meeting,please refer Corporate Governance Report. which forms part of this report.
12. BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, committees of the board and individual Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreement. The Board's performance 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, effectiveness of committee meetings etc.
In a separate meeting of Independent Directors, performance of Non-independent Directors and performance of the board as a whole 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.
13. INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY
The details in respect of internal control systems & their adequacy are included in Management Discussion & Analysis Report which forms part of the Director's report.
14. AUDIT COMMITTEE
Details pertaining to composition of audit committee are included in Corporate Governance Report.which forms part of Directors Report.
15. AUDITOR AND AUDITORS REPORT
A. STATUTORY AUDITOR
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder,M/s. Sampatilal Bohra & Co, Chartered Accountants, Udaipur appointed as the Statutory Auditors of the Company, from the conclusion of the ensuing Annual General Meeting till the conclusion of next Annual General Meeting. The Auditors' Report does not contain any qualification, reservation or adverse remark.
B. SECRETARIAL AUDITOR
TheJBoard appointed M/s P.Taiesara & Associates, firm of Practising Company Secretary.Udaipur to conduct Secretarial Audit for the financial year 2014-15. Report of secretarial auditor is annexed as Annexure 1 forming part of Directors report.
Management Response: The qualification made by the Auditor is incorrect. The composition of the Board of Directors is duly in compliance with the provisions of the Companies Act,2013, Articles of Association of the Company, Equity Listing Agreement executed with the stock exchanges at which the equity shares are listed and traded including directors to retire by rotation.
16. EXTRACT OF ANNUAL RETURN
Extract of Annual Return as provided under sub-section (3) of Section 92 of the Companies Act, 2013 is attached herewith as Annexure 2.
17. TRANSACTION WITH RELATED PARTIES
Your Company has not entered into any contract or arrangement or transaction with its related parties which is not at arm's length during financial year 2014-15 which falls under the scope of Section 188(1) of the Act. Form AOC 2 is enclosed as Annexure 3 forming part of Directors Report.
19. SHARE CAPITAL
During the year under report, the Issued, subscribed and paid up capital of the Company increased to Rs. 2100 lacs from Rs. 1550 lacs with the allotment of 13750,000 equity shares of Rs. 41- each consequent upon exercise of the option attached to the Convertible Warrants by the holders of such warrants.The equity shares have been listed on Mumbai Stock Exchange and National Stock Exchange Limited.
20. DELISTING OF EQUITY SHARES FROM JAIPUR STOCK EXCHANGES
Due to exit route order passed by SEBI vide Circular dated May 30, 2012.,the equity shares of the company are no more listed on Jaipur Stock Exchange Limited (JSEL).
The Company has not accepted any deposits and no noncompliance occurred with respect to repaying of deposits during the year.
22. DEPOSITORY SYSTEM
The Company is already into Agreements with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
23. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established vigil mechanism policy for the Directors and Employees to report their genuine concerns or grievances. The policy has been hosted on the Company's Website : www. Italicafurniture.com . The policy provides for adequate safeguard against victimisation of employees and Directors to have direct access to the Chairman or members of the Audit Committee or Company Secretary of the company.This policy aims to:
- . Allow and encourage employees and business associates to bring to the management notice concerns about suspected unethical behavior, malpractice, wrongful conduct, fraud, violation of policies.
Ensure timely and consistent organizational response. Build and strengthen a culture of transparency and trust. Provide protection against victimization.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO CONSERVATION OF ENERGY
The Company lays great emphasis in the savings cost of energy consumption. Therefore reduction in the per unit consumption of energy is on going exercise in the Company. Effective measures have been taken to minimize the lossess of energy as far as possible.
TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION
The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Company does not have a separate Research and Development activity. The Company, has not imported any technology.
FOREIGN EXCHANGE EARNINGS AND OUT GO
During the year under review, there was forerign exchange earnings in INR 9,21,900 (US $ 14962.50)(calculated on the basis of F.O.B. value)
25. CORPORAT GOVERNANCE REPORT
Pursuant Corporate the Listing Agreement with the Stock Exchange, Report Corporate Governance is enclosed after Directors Report.
26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report is annexed as Annexure 4 forming part of Directors Report.
Your Directors express their deep sense of appreciation for the contribution made by the Staff .workers and all other employees of the Company for the successful growth in the operations of our business.
The Directors also thank the Banks, Financial Institutions, Customers, Suppliers, Shareholders, Central and State Government Authorities etc. for their continuous co-operation and support that contributed in the growth and prosperity of your Company. Your Directors look forward to the continued support of these partners in progress.
For and on behalf of the Board of Directors
Sd/- DAUD ALI (Managing Director) DIN : 185336
Sd/- NARENDRA BHANAWAT (Whole Time Director and Chief Financial Officer) . DIN : 146824